Exhibit 10.28


 





 


February
7, 2022


 


CONFIDENTIAL


 


BKV
Corporation


1200
17th Street, Suite 2100

Denver, CO 80202


 


Attn:
John Jimenez | Chief Financial Officer


 


Ladies
and Gentlemen,


 


Standard
Chartered Bank (the "Bank") is pleased to offer you the Facilities subject to the terms and conditions set out in this
facility letter (this "Facility Letter"), the Global Master Credit Terms (Uncommitted) (“GMCT (Uncommitted)”),
the Global Master Trade Terms (“GMTT”), the RCS and other relevant documents provided to you and the relevant application
forms (the foregoing, collectively, the "Agreement").


 


The
Facility Letter will lapse by close of business on the date falling 30 Banking Days after the date of this Facility Letter (or such other
date acceptable to the Bank in its absolute discretion) and will have no further effect unless it is countersigned by you and received
by the Bank before that time at:


 


Alex
Wang

Standard Chartered Bank

1095 Avenue of the Americas

New York, New York 10036


Email:
alexzy.wang@sc.com


 


Terms
not defined in this Facility Letter are defined in the Agreement.



This Facility Letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts
were on a single copy of this Facility Letter. Any reference to “executed” or “signature” relating to this Facility
Letter shall be deemed to include any execution or signing of this Facility Letter made or delivered by electronic mail or other electronic
means, each of which shall have the same legal effect, validity or enforceability as a manually executed signature.


 


	for and on behalf of	 
	Standard Chartered Bank	 
	Full name	 
	Young Sok Kim	 
	Title	 
	Director	 
	Date	 
	March 16, 2022	 
	Signature – please ensure signature remains within the box	 
	/s/
Young Sok Kim  	 



 





 


	 	 	 	 	 




 






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	Facility Letter (Uncommitted) - United States of America	 



 


We
accept your offer to make available to us each Facility described in the Agreement and agree to be bound by the terms of the Agreement.


 


	for and on behalf of	 	for and on behalf of
	BKV Corporation	 	BKV Corporation
	Full name	 	Full name
	Christopher P. Kalnin	 	 
	Title / Position	 	Title / Position
	CEO	 	 
	Date	 	Date
	March 11, 2022	 	 
	Signature – please ensure signature remains within the box	 	Signature – please ensure signature remains within the box
	/s/
Christopher P. Kalnin      	 	 



 


	for and on behalf of	 	for and on behalf of
	BKV Chafee Corners, LLC	 	BKV Chafee Corners, LLC
	Full name	 	Full name
	Christopher P. Kalnin	 	 
	Title / Position	 	Title / Position
	CEO	 	 
	Date	 	Date
	March 11, 2022	 	 
	Signature – please ensure signature remains within the box	 	Signature – please ensure signature remains within the box
	/s/
Christopher P. Kalnin      	 	 



 


	for and on behalf of	 	for and on behalf of
	BKV Chelsea, LLC	 	BKV Chelsea, LLC
	Full name	 	Full name
	Christopher P. Kalnin	 	 
	Title / Position	 	Title / Position



 


	 	 	 	 	 







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	Facility Letter (Uncommitted) - United States of America	 






 


	CEO	 	 
	Date	 	Date
	March 11, 2022	 	 
	Signature – please ensure signature remains within the box	 	Signature – please ensure signature remains within the box
	/s/
Christopher P. Kalnin      	 	           



 


	for and on behalf of	 	for and on behalf of
	BKV Operating, LLC	 	BKV Operating, LLC
	Full name	 	Full name
	Christopher P. Kalnin	 	 
	Title / Position	 	Title / Position
	CEO	 	 
	Date	 	Date
	March 11, 2022	 	 
	Signature – please ensure signature remains within the box	 	Signature – please ensure signature remains within the box
	/s/ Christopher P. Kalnin          	 	           



 


	for and on behalf of	 	for and on behalf of
	BKV Barnett, LLC	 	BKV Barnett, LLC
	Full name	 	Full name
	Christopher P. Kalnin	 	 
	Title / Position	 	Title / Position
	CEO	 	 
	Date	 	Date
	March 11, 2022	 	 
	Signature – please ensure signature remains within the box	 	Signature – please ensure signature remains within the box
	/s/
Christopher P. Kalnin      	 	           



 


	 	 	 	 	 







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	Facility Letter (Uncommitted) - United States of America	 





 


	1.	Borrower(s)
	1.1	The
    entities listed in column (1) of the table below will be referred to as the "Borrowers" and each a "Borrower".
	1.2	Each
    Borrower will enter or accede to the Agreement in a manner satisfactory to the Bank.


 


	(1)	(2)	(3)
	Name
    of company 

    registration
    number
	Jurisdiction
    of incorporation	Registered
    Address
	BKV
    Corporation

    ("Designated
    Borrower")
	Delaware	251
    Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
	BKV
    Chaffee Corners, LLC   	Delaware	251
    Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
	BKV
    Chelsea, LLC	Delaware	251
    Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
	BKV
    Operating, LLC	Delaware	251
    Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
	BKV
    Barnett, LLC	 Delaware	919
    N Market St, STE 725, Wilmington, New Castle County, Delaware, 19801


 


	2.	Facilities
	2.1	General
    Banking Facilities
	 	(a)	Designated
    Facility Limits and Designated Sub-Limits

     

    In
    addition to any Designated Facility Limit allocated for a Borrower, the Bank may also offer any Borrower a Facility which has a Designated
    Sub-Limit. The sum of the utilised portions of all Designated Sub-Limits shall not exceed the relevant Designated Facility Limit.
    The total amount all Borrowers may draw down under all Facilities shall not exceed the Total Facility Limit.



 


	(1)	(2)	(3)
	Type(s)
    of Facility	Designated
    Facility Limit(s)	Borrower(s)
    and Designated Sub-Limit(s), if applicable
	1.    
    Commercial Standby Letters of Credit	USD25,000,000                            	Designated Borrower
	2.    
    Revolving Term Loans	USD15,000,000                            	Designated Borrower and Borrowers
	Total
    Facility Limits	USD25,000,000.00


 


	 	(b)
   	Designated
Combined Facility Limits
 
  The total aggregate amount all Borrowers may draw down for each of the combined Facilities specified
in Column (1) below in aggregate shall not exceed the corresponding Designated Combined Facility Limit in Column (2) below.



 


	(1)	(2)
	Type(s)
    of Facility	Designated
    Combined Facility Limit
	Facility
    1 and 2	USD
    25,000,000.00


 


	3.	Pricing
    and Conditions
	 	Any
    reference to a Borrower under this section is a reference to each Borrower of the relevant Facility specified in Clause 2 (Facilities)
    of this Facility Letter.


 





	Type(s) of Facility	Terms and Conditions
	Commercial Standby Letter of Credit	·	Purpose: To issue commercial standby letter of credit
	 	·	Only available for Designated Borrower
	 	·	Tenor: 3 years, any single expiration date of any commercial standby letter of credit not to extend beyond August 31, 2024
	 	·	USD 2,500 transfer fees
	 	·	1.5% per annum flat charge per commercial standby letter of credit
	 	·	Evergreen Not Allowed
	 	·	Facility limit is revolving






	Revolving Term Loans	•	Purpose: For general corporate purposes and/or working capital requirements
	 	•	Available for all Borrowers
	 	•	Currency: USD
	 	•	Interest Rate: The rate of interest shall be the rate to be determined by the Bank and agreed upon by the Borrower at the time of each drawdown for each drawdown amount and/or on the date of changing interest for the relevant loan
	 	•	Max tenor: 1 year
	 	•	Interest Period: Subject to the drawdown tenor agreed for the applicable drawdown.
	 	•	Available interest period selection: 1, 3, 6, 12 months, and applicable interest rate per SCBs calculation after Libor retires
	 	•	Auto-renewal allowed subject to Bank’s annual review and approval
	 	•	Payment in full at the end of tenor with 2 business days cooling period before Borrower is able to redraw
	 	•	Multiple drawdowns allowed, subject to a minimum of $1mn for each drawdown


 


	 	 	 	 	 








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	Facility Letter (Uncommitted) - United States of America	 







 


	4.	Fees


 


	Fee:	As
    in above Pricing and Conditions


 


	5.
    Contact Details 

    

    5.1 Contact details for the Bank 


 





	Name and Title	Address 

Telephone No. 

Fax No. 

 Email
	Alex Wang
 Relationship Manager
 Global Subsidiaries      	Address:
Standard Chartered Bank
 1095 Avenue of the Americas
 New York, New York 10036   

Tel: 862-317-7620   

Email: alexzy.wang@sc.com  



 


	5.2	Contact
    details for the Designated Borrower


 





	Name
and Title	Address


Telephone No.

 Fax No.

 Email
	John
Jimenez | Chief Financial Officer  	Address:
1200 17th Street, Suite 2100
 Denver, CO 80202   

Telephone No.: 720-375-9680
 Cell No.: 336-213-4918  

Email: johnjimenez@bkvcorp.com    
  



  


	5.3	Service
    of Process


 


	The
    Designated Borrower and each of the Borrowers irrevocably consents to process being served in any action by mailing a copy thereof
    by registered or certified mail, postage prepaid, return receipt requested, or by an internationally recognized courier service to
    its address specified in Clause 5.2 above or its registered address, to the attention of John Jimenez, Chief Financial Officer.

     

    The
    Designated Borrower and each of the Borrowers irrevocably waives, to the fullest extent possible, a claim of error by reason of any
    such service and agree that said service (i) shall be deemed in every respect effective service of process upon it in any such action
    and (ii) shall be taken and held to be valid personal service upon and personal delivery to it.

     

    The
foregoing provisions shall not limit the Bank’s right to serve process in any other manner permitted by law or limit the Bank’s
right to bring any such action or to obtain execution on any judgment rendered in any such action in any other appropriate jurisdiction
or in any other matter. 




 


	 	 	 	 	 








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	Facility Letter (Uncommitted) - United States of America	 







 


	6.	Joint Liability




 





	 	6.1	Where
    there is more than one Borrower specified in this Facility Letter (unless otherwise agreed by the Bank and each Borrower), the following
    shall apply:
	 	 	(a)	Each
    Borrower is jointly and severally liable with the other Borrowers for all sums payable or owing to the Bank under any Facility (whether
    incurred by that Borrower or not).  Each Borrower further agrees that the Bank is not required to make any reference to
    the other Borrowers in relation to the utilisation of any Facility by any Borrower.
	 	 	(b)	Each
    Borrower's obligations and liabilities will not be affected by (i) any time or indulgence granted to or composition with any other
    Borrower or any other person; (ii) any change, variation or termination of any agreement or arrangement with any other Borrower or
    any other person; (iii)  winding up, dissolution, administration or re-organisation of any Borrower or any change on the
    status, function, control or ownership of any Borrower; (iv) any release of, or any neglect to obtain, perfect or enforce, any rights
    or securities against any Borrower or any other person; or (v) any unenforceability or invalidity of any obligations of any Borrower
    or any other person.


 


	7.	Definitions
	 	 
	7.1	In the Agreement, unless the context otherwise requires:




 


	 “Compounding
    the Rate”	means
    the compounding daily value of the RFR calculated in arrears for the relevant Interest Period (or the Lookback if one applies).
	“Compounding
    RFR Index Rate”	means
    the percentage change in the relevant RFR index between the first day and the last day of the Lookback.
	“Compounding
    the Balance”	means
    the daily value of the RFR on the principal balance and accrued but unpaid interest in respect of the relevant Facility and calculated
    daily for the relevant Interest Period (or the Lookback if one applies).
	"Financial
    Statements"	means
    for each Obligor other than the Parent, its audited financial statement for its annual financial year.
	"Interest
    Payment Date"	means
    such interest payment date as may be specified against the applicable Facility in Clause 3 (Pricing and Conditions) of this
    Facility Letter.
	"Interest
    Period"	means
    such interest period as may be specified against the applicable Facility in Clause 3 (Pricing and Conditions) of this Facility
    Letter. 
	“Lock-Out”	means
    the interest rate applicable for each day in the Interest Period falling after the Lock-Out Date shall be fixed at the daily value
    of the RFR on the Lock-Out Date.
	“Lock-Out
    Date”	means
    the date falling on the number of RFR Banking Days prior to the Interest Payment Date as stated in Lock-Out in Clause 3 (Pricing
    and Conditions) in respect of the relevant Facility.
	"Lookback"	means,
    in respect of an Interest Period, the period which commences on and includes “x”  RFR Banking Days prior to
    the beginning of the relevant Interest Period and which ends on and includes “x”  RFR Banking Days prior to
    the end date of such Interest Period, where “x” is the number of RFR Banking Days as stated as the Lookback in Clause
    3 (Pricing and Conditions).
	 “Observation
    Shift”	means
    the applicable rate used for calculating Interest is calculated and weighted by reference to the Lookback rather than the Interest
    Period. 
	"Parent"	means
    Banpu Public Company Limited
	"RFR
    Banking Day" 	means
    a day (other than a Saturday or Sunday) on which banks are open for general business in the principal financial centre of the country
    of the RFR currency.
	 “RFR
    IRS Term Rate”	means
    for (i) any relevant currency and (ii) the applicable corresponding tenor, the market quoted interest rate swap or overnight index
    swap based on the relevant risk-free reference rate determined by the Bank.
	“Simple
    Interest RFR Rate”	means
    the daily simple interest value of the RFR calculated in arrears for the relevant Interest Period (or the Lookback if one applies).


 


	8.	Additional
    Conditions


 


	8.1      Additional
    Requirements
	           
    N/A


 


	 	 	 	 	 








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	Facility Letter (Uncommitted) - United States of America	 







 


	9.	GMCT
    Country Supplement


 


	9.1      Clauses
    to be added, deleted or amended in the GMCT  (Uncommitted)
	Existing
    definitions in Clause (Definitions) of GMCT (Uncommitted) shall be amended as follows, and new definitions which appear below
    shall be added to Clause (Definitions) of GMCT (Uncommitted):

     

    DEFINITIONS

     

    "Banking Day"
means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.

     

    "Default Rate"
means 2% per annum higher than the rate of interest applicable to the amount payable which would have been applied to the amount had
such amount not become due, or such rate as advised by the Bank to the Borrower from time to time.

     

    "Jurisdiction"
means the State of New York.

     

    "Spot Rate"
means at any date the Bank's spot rate of exchange for the purchase of the relevant currency in the New York foreign exchange market
at around 11:00 am New York time using the Base Currency for the relevant Facility.

     

    The
    following clauses shall be added to and form part of Clause (Representations and warranties) of the GMCT (Uncommitted):

     

    Margin
    Regulations.  No Borrower is engaged, whether directly or incidentally or as an important part of its activities, in the
    business of purchasing or carrying “margin stock” (as such term is defined in Regulation T, U or X of the Board of Governors
    of the Federal Reserve System), or of extending credit to others for such purpose and less than 25% of each Borrower’s assets
    constitutes margin stock. No proceeds of any extension of credit will be used for the purpose, whether immediate, incidental or ultimate,
    of purchasing or carrying any such margin stock.

     

    Investment
    Company Act.  The Borrowers are not, and are not “controlled by”, an “investment company” as defined
    in, or subject to regulation under, the Investment Company Act of 1940.

     

    Clause
    (Provision of other services) of the GMCT (Uncommitted) shall be deleted in its entirety.

     

    Clause
    (Governing law and jurisdiction) of GMCT (Uncommitted) shall be deleted and replaced with the following:

     

    The Agreement and all non-contractual obligations arising in any way out of or in connection with the Agreement are governed by the
    laws of the Jurisdiction and each Borrower irrevocably submits to the non-exclusive jurisdiction of any New York State or federal
    court of the United States of America sitting in New York County and waives to the fullest extent permitted by law any objection
    or claim that such Borrower has or may have that the venue of that action or proceeding in any such court or that such action or
    proceeding was brought in an inconvenient court and agrees not to plead or claim this.

     

    The
    following Clause shall be added to and form part of Clause (Governing law and jurisdiction) of the GMCT (Uncommitted):

     

    Waiver
    of Trial by Jury

     

    EACH PARTY TO THIS
AGREEMENT HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY TO THIS AGREEMENT HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES TO THIS AGREEMENT HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    The
    following clause shall be added to the GMCT (Uncommitted):

     

    USA PATRIOT Act Notice. 
Pursuant to the requirements of the USA PATRIOT Act (Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, the “Act”), the Bank is required to obtain, verify and record information that identifies
each Borrower, which information includes such Borrower’s name and address and other information that will allow the Bank to identify
such Borrower in accordance with the Act.



 


	10.	GMTT
    Country Supplement


 


	10.1      Clauses
    to be added, deleted or amended in the GMTT
	None


 


	 	 	 	 	 








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