Exhibit 10.27


 


Execution Version


 


PRIVATE AND CONFIDENTIAL


 


	Our Ref:	[        ]
	Date:	December 22, 2021



 


	To:	BKV Corporation

                                                                                1200 17th
                                            Street, Suite 2100 

                                            Denver, Colorado 80202

	 	 
	Attn:	Christopher Kalnin



 



Re: Uncommitted Specific Advance Facility


 


Ladies and Gentlemen:


 


We, Oversea-Chinese Banking Corporation Limited,
Los Angeles Agency (together with our successors and assigns, “we” or the “Bank”) are pleased to
make available the uncommitted Specific Advance Facility as set out below (the “Facility”) to BKV Corporation, a Delaware
corporation (the “Borrower”) subject to the following terms and conditions of: (i) this Facility Letter and each other
Facility Document (as defined herein), (ii) the specific terms and conditions of each Notice of Drawing (as defined herein) or each Letter
of Credit Request (as defined herein), as applicable, and (iii) the Bank’s Standard Terms and Conditions Governing Banking Facilities
(the “Standard Terms”), attached hereto and made a part hereof as Exhibit B. The Facility will be guaranteed
by the subsidiaries of the Borrower as more particularly described herein, including, without limitation BKV Barnett LLC, BKV Operating,
LLC, and BKV Chelsea, LLC, each, a Delaware limited liability company (each, a “Guarantor”, and each Guarantor, together
with the Borrower, a “Credit Party”). Certain terms used in this Facility Letter that are not defined elsewhere in
this Facility Letter are defined in the Standard Terms. In the event of any inconsistency or conflict between the terms of this Facility
Letter and the Standard Terms, the terms of this Facility Letter shall govern and control.


 


The Facility is made available hereunder on an
uncommitted, discretionary, recallable on demand basis. The Bank has no obligation to issue, grant, continue, extend, or renew any Advance,
letter of credit, or any other Utilization of the Facility. Each request by Borrower for a Utilization shall be reviewed by the Bank
on a case by case basis and the decision to grant or continue any such Utilization shall be made by the Bank in its absolute and sole
discretion and irrespective of whether or not the Credit Parties are in compliance with any of the terms of this Facility Letter or the
other Facility Documents. The Bank also reserves the right to summarily refuse any request for a Utilization without any review as contemplated
by the preceding sentence. As a “demand” facility, the Bank may demand repayment (or cash collateralization, as applicable,
in form, substance and amount satisfactory to the Bank) of any outstanding Obligations at any time. By their execution and delivery hereof,
the Credit Parties acknowledge and understand the foregoing.


 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL



 


1.            
FACILITY LIMIT


 


Notwithstanding the respective Facility
limit set out in this Facility Letter, the Bank may, at its sole discretion, in consideration of a request of the Borrower from time
to time, increase the Facility limit for a specified period of time subject to such conditions as the Bank may stipulate. Any such increase
in the limits, and the entire Facility, may be cancelled immediately upon notice to Borrower by the Bank. The Bank may also, in its sole
discretion, impose, decrease or cancel any Facility or sublimit or incorporate additional sublimits.


 


	FACILITY	Limit
	 	 
	Specific
    Advance Facility (“SAF”)
	Up to $55 million


 


The maximum aggregate principal sum
outstanding together with the aggregate stated amount of any letters of credit issued under this Facility at any one time shall not exceed
$55,000,000 (FIFTY FIVE MILLION DOLLARS) (the “Maximum Amount”).


 


The Bank, in its discretion, may agree
to issue standby letters of credit (each, an “SBLC”) from time to time for the account of the Borrower. The aggregate
stated amount of all outstanding letters of credit issued under the Facility shall not exceed $25,000,000 (TWENTY FIVE MILLION DOLLARS)
(the “SBLC Sublimit”) unless otherwise agreed by the Bank in its sole discretion. Each issuance of an SBLC under the
Facility shall reduce the aggregate amount available for Advances, other SBLCs, and any other available Utilizations on a dollar for
dollar basis.


 


All Advances and SBLCs shall be in
United States Dollars and shall be repaid in United States Dollars. SBLCs shall also be subject to the terms of a Letter of Credit Reimbursement
Agreement between the Borrower and the Bank, dated as of the date hereof (as it may be amended, restated, supplement, modified or replaced,
the “Letter of Credit Reimbursement Agreement”), a letter of credit application, and any other agreements, documents,
or instruments required by the Bank as a condition to the issuance of such SBLC, or as a condition to any amendment, extension, or renewal
of any SBLC. All references to “$” or “DOLLARS” hereunder shall refer to United States Dollars.


 


2.            
PURPOSE


 


The proceeds of Advances and any drawings
of SBLCs shall be used to finance Borrower’s working capital requirements in the ordinary course of its business as presently conducted.
Notwithstanding anything to the contrary in the Standard Terms, Utilizations shall only consist of Advances and SBLCs.


 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


3.            
PRICING


 


Each Advance shall bear interest for
each day during each Interest Period with respect thereto at a rate per annum equal to the Applicable Rate determined for such Interest
Period, as set forth in Section 5.3(d) and the Standard Terms.


 


Each SBLC shall be subject to the LC
Fee as described in Section 5.3(g) and the Standard Terms, and any other fees, charges and expenses set forth in the Letter of
Credit Reimbursement Agreement.


 


Please refer to the Standard Terms,
particularly Sections 2 and 3 thereof. As more particularly provided therein, the Bank reserves the right to change the Applicable Rate
and the LC Fee in its sole discretion to any other interest rate plus applicable margin (or, for SBLCs, any other fee) it elects, including
a rate or fee based on its Cost of Funds and you shall be required to make future interest and fee payments (and any other Obligations
calculated according to the Applicable Rate) in accordance with the new Applicable Rate or new SBLC fee. With respect to any Utilizations
where the Applicable Rate is calculated according to the LIBO Rate, the Standard Terms provide for such Applicable Rate to transition
to a SOFR based rate under the circumstances described therein. Such provisions shall not, however, limit, waive, or restrict the Bank’s
overall discretion to change any Applicable Rate, which discretion the Bank reserves notwithstanding Sections 2 and 3 of the Standard
Terms. The Bank may give prior written notice to the Borrower of any change in the Applicable Rate, but the failure of the Bank to give
any such prior written notice shall not relieve the Borrower of its obligation to pay the amount due and owing to the Bank on account
of any change in such Applicable Rate or otherwise prejudice, waive, or limit the Bank’s rights or remedies in any respect.


 


4.             FACILITY
DOCUMENTS


 


		4.1	The Facility,
                                            all Utilizations, and all other Obligations of the Credit Parties arising hereunder will
                                            be subject to the terms of the following documents in form and substance satisfactory to
                                            the Bank (each such document, a “Facility Document” and collectively,
                                            the “Facility Documents”):



 


		(i)	This
                                            Facility Letter;
		(ii)	Demand
                                            Promissory Note;
		(iii)	Letter
                                            of Credit Reimbursement Agreement;
		(iv)	Guaranty
                                            in favor of the Bank from the Guarantors;
		(v)	Each
                                            Notice of Drawing for each Advance or a Notice of Letter of Credit Request, each in the form
                                            of Exhibit A-1 or Exhibit A-2, as applicable; and
		(vi)	Such
                                            other documentation as the Bank may request from time to time.



 


Above documentation and any other documentation,
including any amendments, modifications, or restatements of the same, requested by the Bank from time to time shall be in form and substance
satisfactory to the Bank and any Utilizations shall be subject to the terms of such documentation.


 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


5.             SAF
AVAILABILITY/DRAWDOWN


 


		5.1	Subject
                                            to the availability of funds to the Bank, Advances under the SAF will be available for drawdown
                                            by the Borrower, and the issuance of SBLCs will be available, from time to time on a revolving
                                            basis provided always that at any one time the aggregate outstanding principal amount of
                                            the Advances together with the undrawn aggregate stated amount of any SBLCs shall not exceed
                                            the Maximum Amount.



 


		5.2	Each
                                            Advance shall be repaid in full on the earlier of sixty days after the date of such Advance
                                            or the Bank’s written demand. Draws on SBLCs shall be payable in full on the earlier
                                            of Bank’s written demand or as required under the Letter of Credit Reimbursement Agreement.
                                            Please be further advised that the Facility is subject to an annual renewal by the Bank on
                                            June 30 of each year (or if such day is not a Business Day, then on the next Business Day
                                            thereafter).  In the event the Facility is not renewed as of such date (the “Renewal
                                            Determination Date”), the Bank shall terminate the Facility and demand repayment
                                            of all Obligations (and cash collateralization of any outstanding SBLCs in form, substance
                                            and amount satisfactory to the Bank) on the next Business Day following the Bank’s
                                            decision not to renew the Facility. Failure of Bank to delay its annual renewal decision
                                            to any date after the Renewal Determination Date of any year, or to fail to deliver notice
                                            of termination and a demand for repayment and/or cash collateralization on the day immediately
                                            following any determination not to renew the Facility shall not prejudice or waive any rights
                                            or remedies of the Bank to terminate the Facility, demand repayment or cash collateral, or
                                            exercise any right or remedy. The Bank may elect not to renew or continue the Facility for
                                            any or no reason, in its sole discretion, whether or not an Event of Default has occurred
                                            or continues.



 


		5.3	Subject
                                            to the Bank’s absolute discretion to otherwise permit:



 


		(a)	Each
                                            Advance shall be of an amount of not less than $1,000,000 and in integral multiples of $1,000,000.



 


		(b)	The
                                            stated amount of each SBLC shall be an amount of not less than $1,000,000 and in integral
                                            multiples of $1,000,000. The aggregate outstanding undrawn stated amount of all SBLCs shall
                                            not exceed the SBLC Sublimit at any time. In the event that the aggregate outstanding undrawn
                                            stated amount, at any time, exceeds the SBLC Sublimit, the Bank may require the Borrower
                                            to cash collateralize the SBLCs, in form, substance and amount satisfactory to the Bank.
                                            If the Borrower does not timely comply with any cash collateral request, the Bank may, in
                                            its discretion, cause an Advance to be made under the Facility and the Bank may keep the
                                            proceeds of such Advance as cash collateral. Each SBLC issued (including any that are amended,
                                            extended, renewed or increased) after the date hereof shall terminate no later than 12 months
                                            after the date of issuance; provided, however, that if the letter of credit
                                            issued by the Bank in favor of Enterprise Texas Pipeline, LLC in the original stated amount
                                            of $20,640,000, is ever (in the sole discretion of the Bank and subject to the terms and
                                            conditions of the Facility Documents), deemed issued under this Facility or replaced by an
                                            SBLC issued under this Facility, the maximum tenor of such letter of credit or replacement
                                            allow for an expiry date of 31 August 2024.



 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


		(c)	Each
                                            Interest Period shall be 1 or 2 months, subject to the availability of such Interest Period,
                                            as notified to the Bank in the Borrower’s Notice of Drawing relating thereto or any
                                            continuation notice sent pursuant to Section 5.3(f) hereof. The Borrower shall select such
                                            Interest Periods as which shall enable the Borrower to comply with the Borrower’s obligations
                                            under the Facility Documents. If the Borrower fails to select an Interest Period in the Notice
                                            of Drawing for an Advance, and the Bank elects to accept such Notice of Drawing in its sole
                                            discretion, the Interest Period for such Advance shall be one month.



 


		(d)	In
                                            order to request an Advance, Borrower shall send a Notice of Drawing, substantially in the
                                            form attached hereto as Exhibit A-1 to the Bank not later than 11:00 a.m., Los Angeles
                                            time, on the fifth Business Day prior to the intended date of Advance, and the other conditions
                                            precedent set forth in Section 8 hereof shall be satisfied as determined by the Bank in its
                                            sole discretion. The intended date of an Advance must be a Business Day. Each Notice of Drawing
                                            shall be irrevocable and binding on Borrower.



 


		(e)	In
                                            order to request the issuance, amendment, renewal or extension of an SBLC, Borrower shall
                                            send an SBLC Issuance Request, substantially in the form attached hereto as Exhibit A-2
                                            to the Bank not later than 11:00 a.m., Los Angeles time, on the fifth Business Day prior
                                            to the intended date of such SBLC issuance, amendment, or extension, and the other conditions
                                            precedent set forth in Section 8 hereof shall be satisfied as determined by the Bank in its
                                            sole discretion. The intended issuance, amendment or extension date of an SBLC must be a
                                            Business Day. Each SBLC Issuance Request shall be irrevocable and binding on Borrower.



 


		(f)	The
                                            Borrower shall pay all accrued interest on each Advance at the Applicable Rate on the applicable
                                            Interest Payment Date for such Advance. The Applicable Rate shall be the LIBO Rate plus a
                                            margin of 2.00%, subject to the Bank’s right to change the Applicable Rate pursuant
                                            to Section 2(a) of the Standard Terms. “Interest Payment Date” means (i)
                                            the last day of each Interest Period, (ii) any other date on which the Bank demands
                                            repayment of outstanding, accrued interest, and (iii) the Renewal Determination Date
                                            (if the Bank elects not to renew the Facility).



 


		(g)	Borrower
                                            shall pay a fee with respect to each SBLC equal to 1.50% per annum of the outstanding stated
                                            amount of such SBLC (the “LC Fee”). Each LC Fee will be payable (i) at
                                            issuance of such SBLC based on the stated amount of the SBLC on the day of issuance for the
                                            calendar quarter in which such SBLC is issued, and (ii) thereafter, on the first Business
                                            Day of each calendar quarter, in advance, based on the stated amount of the SBLC on the first
                                            Business Day of such quarter. If the stated amount of SBLC is increased, the Borrower shall
                                            pay a supplemental LC Fee on the date of such increase equal to the pro rata amount of the
                                            LC Fee as applied to such increased amount.



 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


		(h)	The
                                            Borrower shall not voluntarily repay or prepay any Advance, in whole or in part, on any day
                                            other than the last day of the applicable Interest Period for such Advance and upon giving
                                            the Bank at least three (3) Business Days’ prior written notice. In the event the Borrower
                                            does repay any Advance prior to the applicable Interest Period in a manner not permitted
                                            by the preceding sentence, the Borrower shall be liable for any breakage costs and other
                                            fees and expenses incurred by the Bank in connection with such repayment, as further provided
                                            in the Standard Terms. Any such voluntary prepayment shall be in a minimum amount of $1,000,000,
                                            and in integral multiples of $1,000,000 (unless the outstanding Advances and accrued interest
                                            are being prepaid in full).



 


		(i)	The
                                            Borrower may elect to continue any Advance upon the expiration of the then current Interest
                                            Period with respect thereto by giving irrevocable notice to, and in form and substance satisfactory
                                            to, the Bank, in accordance with the applicable provisions in the definition of the term
                                            "Interest Period," of the length of the next Interest Period to be applicable to
                                            such Advance; provided that, no Advance may be continued as such at the end of the applicable
                                            Interest Period (i) when any Event of Default has occurred and is continuing, (ii) if the
                                            Advance has been outstanding for sixty days, or (iii) after the date that is one month prior
                                            to the next Renewal Determination Date; and provided, further, that if the Borrower shall
                                            fail to give any required notice as described above in this paragraph or if such continuation
                                            is not permitted pursuant to the preceding proviso, such Advance shall be converted automatically
                                            to an Applicable Rate as selected by Bank in its discretion pursuant to Section 2(a) of the
                                            Standard Terms on the last day of such then expiring Interest Period.



 


6.            
FINANCIAL COVENANTS; FINANCIAL REPORTING; OTHER COVENANTS


 


		6.1	Financial
                                            Covenants. The Borrower shall comply with the following financial covenants based on
                                            the Borrower’s consolidated financial statements at all times.



 


		(a)	Tangible
                                            Net Worth of not less than $500 million at all times. “Tangible Net Worth”
                                            is defined as the sum of the paid-up capital and retained earnings of Borrower less intangible
                                            assets.



 


		(b)	Leverage
                                            Ratio of not more than 2.00 to 1.00. “Leverage Ratio” means, as of any
                                            date of determination, the ratio of the consolidated indebtedness of the Borrower, calculated
                                            according to GAAP, on such date to the consolidated EBITDA of the Borrower for the most recently
                                            completed for consecutive fiscal quarters of the Borrower prior to such date.



 


		(c)	Interest
                                            Coverage Ratio of not less than 2.00 to 1.00. “Interest Coverage Ratio”
                                            means, as of any date of determination, the ratio of the consolidated EBITDA of the Borrower,
                                            calculated according to GAAP, for the most recently completed for consecutive fiscal quarters
                                            of the Borrower prior to such date, to the consolidated interest expense of the Borrower
                                            (including, without limitation, that portion attributable to capital leases in accordance
                                            with GAAP and capitalized interest), premium payments, debt discount, fees, charges, and
                                            related expenses with respect to all outstanding indebtedness of the Borrower on a consolidated
                                            basis including all commissions, discounts, and other fees and charges owed with respect
                                            to letters of credit, bank guarantees, and bankers' acceptances, in each case whether
                                            or not paid in cash during such period.



 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


		6.2	Financial
                                            and Management Statements; Covenant Compliance.



 


		(a)	The
                                            Borrower shall deliver to the Bank the audited annual consolidated financial statements of
                                            the Borrower, and of Banpu Public Company Limited (the “Parent”), as soon
                                            as available but in any event within 120 days after the end of the fiscal year of each such
                                            entity all in reasonable detail and prepared in accordance with GAAP for the Borrower and
                                            IFRS for the Parent, each audited and accompanied by a report and unqualified opinion of
                                            a certified public accounting firm of recognized standing reasonably acceptable to the Bank,
                                            which report and opinion shall be prepared in accordance with GAAP or IFRS, as applicable,
                                            and shall not be subject to any “going concern” or like qualification or exception
                                            or any qualification or exception as to the scope of such audit.



 


		(b)	The
                                            Borrower shall deliver to the Bank quarterly unaudited consolidated financial statements
                                            of the Borrower, and of the Parent, within 60 days after the end of the first three fiscal
                                            quarters of the Borrower.



 


		(c)	Concurrently
                                            with the delivery of the quarterly financial statements referred to in clause “b”
                                            above, and with the annual financial statement referred to in clause “a” above,
                                            a certification from an authorized, knowledgeable officer of the Borrower stating, in form
                                            and substance satisfactory to the Bank, that the Borrower is in compliance with the financial
                                            covenants set forth in clauses “a” and “b” of Section 6.1 above as
                                            of the end of the period covered by such financial statements, that all of the representations
                                            and warranties made by the Credit Parties in the Facility Documents are true and correct
                                            in all material respects as of the date of such certificate, and that no Event of Default,
                                            or any event or circumstance which, with the giving of notice and/or the lapse of time and/or
                                            upon your making any necessary certification and/or determination under this Facility Letter
                                            might constitute an Event of Default.



 


7.            
SANCTIONS


 


The Borrower is advised that there
are specific sanctions and regulations imposed by the U.S. and other Government Authorities against certain countries, entities and individuals.
Under these measures, the Bank may be unable to process or engage in transactions that involve a breach of such sanctions, and Governmental
Authorities may require disclosure of information. The Bank is not liable for rejecting any presentation of documents that may cause
a breach of those sanctions, or for any disclosures of any information as a result of actual or apparent breach of such sanctions. This
Section applies notwithstanding any inconsistency with the current edition of the International Chamber of Commerce Uniform Customs and
Practice for Documentary Credits. The Credit Partis have made certain representations to the Bank and made certain covenants in favor
of the Bank with regard to sanctions and prohibited transactions in the Standard Terms.


 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


8.             CONDITIONS
PRECEDENT


 


		8.1	Conditions
                                            Precedent to the Availability of the Facility.



 


Application by the Borrower to utilize
the Facility will not be considered unless the Borrower has complied with all the conditions of this Facility Letter and such other provisions
as the Bank may determine from time to time, and, including without limitation receipt of the following in form and substance acceptable
to the Bank:


 


		(a)	Duly
                                            executed and delivered Facility Documents from all parties thereto containing such terms
                                            and conditions as the Bank may in its absolute discretion require duly executed and duly
                                            stamped (where applicable) and in registrable form (if applicable);



 


		(b)	The
                                            last annual financial statement and quarterly financial statements under Section 6.2;



 


		(c)	A
                                            certificate of each Credit Party, certified by a duly authorized, knowledgeable officer of
                                            the applicable Credit Party (an “Authorized Officer”), dated the date hereof,
                                            attaching:



 


		(1)	Such Credit Party’s Certificate
                                            of Incorporation (or equivalent) certified by the relevant authority of the jurisdiction
                                            of organization of the Credit Party;



 


		(2)	Such Credit Party’s by-laws,
                                            operating agreement, or partnership agreement, as applicable, as in effect on the date hereof;



 


		(3)	Resolutions of the governing body
                                            of such Credit Party approving each Facility Document to which it is or is to be a party,
                                            and of all documents evidencing other necessary corporate, partnership, or limited liability
                                            company action;



 


		(4)	a certification that the names,
                                            titles, and signatures of the officers of the applicable Credit Party, each authorized to
                                            sign each Facility Document to which it is or is to be a party and other documents to be
                                            delivered hereunder and thereunder are true and correct;



 


		(5)	a good standing certificate from
                                            the state of each Credit Party’s incorporation or formation, as applicable and from
                                            each other jurisdiction where such Credit Party should be in good standing under the laws
                                            of such jurisdiction, unless failure to be so qualified could not result in a material adverse
                                            effect to the Borrower, any other Credit Party, or the Bank; and



 


		(6)	attesting to the accuracy of the
                                            conditions set forth in the following clause “d”.



 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


		(d)	(i)
                                            the representations and warranties of the Credit Parties in any Facility Document to which
                                            they are a party, or which are contained in any document furnished at any time under or in
                                            connection herewith or therewith, are true and correct in all material respects on the date
                                            hereof, except (1) to the extent that such representations and warranties specifically refer
                                            to an earlier date, in which case they shall be true and correct in all material respects
                                            as of such earlier date, and (2) in the case of any representation and warranty qualified
                                            by materiality, they shall be true and correct in all respects; (ii) both before and after
                                            giving effect to the closing of the Facility and any Advance made or SBLC issued hereunder
                                            on such date, no Event of Default, or any other event which would, with the giving of notice,
                                            passing of time, or occurrence of some other event constitute an Event of Default, has occurred
                                            and continues; and (iii) no material adverse change in such Credit Party or any of their
                                            respective affiliates financial condition, operating environment, management or any other
                                            conditions which, in the opinion of the Bank, materially affect any Credit Party’s
                                            ability to perform its respective obligations under the Facility Documents to which it are
                                            a party or effect the enforceability of any of the material provisions of the Facility Documents
                                            or any right or remedy of the Bank thereunder or under applicable Law (a “Material
                                            Adverse Change”).



 


		(e)	At
                                            least five Business Days prior to the date hereof, Borrower shall deliver a Beneficial Ownership
                                            Certification covering the Credit Parties;



 


		(f)	Bank
                                            shall have received, at least five business days prior to the date hereof, all documentation
                                            and other information required by regulatory authorities under applicable “know your
                                            customer” and anti-money laundering rules and regulations, including, without limitation,
                                            the PATRIOT Act.



 


		(g)	Legal
                                            opinion by Baker & Hostetler LLP, as outside counsel to the Bank, under the laws of the
                                            State of New York and the state of each Credit Party’s incorporation or formation,
                                            as applicable.



 


		(h)	All
                                            other information which the Bank or its counsel reasonably request.



 






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	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


		8.2	Conditions
                                            Precedent to Each Utilization. Notwithstanding the Bank’s discretion to refrain
                                            from making any Advances or issuing (or amending or extending) any SBLC, or allowing any
                                            other Utilizations, the Borrower shall comply with the following conditions precedent before
                                            receiving an Advance, the issuance (amendment or extension) of any SBLC, or any other Utilization:



 


		(i)	With
                                            respect to: (1) a request for an Advance, the Bank shall have received a Notice of Drawing,
                                            and (2) a request for an SBLC, the Bank shall have received a Notice of Letter of Credit
                                            Request, each in accordance with Section 5.3(c) hereof;



 


		(ii)	the
                                            representations and warranties of each Credit Party in any Facility Document to which it
                                            is a party, or which are contained in any document furnished at any time under or in connection
                                            herewith or therewith, are true and correct in all material respects on the date hereof,
                                            except (1) to the extent that such representations and warranties specifically refer to an
                                            earlier date, in which case they shall be true and correct in all material respects as of
                                            such earlier date, and (2) in the case of any representation and warranty qualified by materiality,
                                            they shall be true and correct in all respects; (ii) both before and after giving effect
                                            to the closing of the Facility and any Advance made or SBLC issued (or amended or extended)
                                            hereunder on such date, no Event of Default, or any other event which would, with the giving
                                            of notice, passing of time, or occurrence of some other event constitute an Event of Default,
                                            has occurred and continues; and (iii) no Material Adverse Change has occurred; and



 


		(iii)	Borrower shall provide any other documents
                                            required by the Bank from time to time and adhere to and abide by all other conditions precedent
                                            as the Bank may in its absolute discretion require.



 


9.             GUARANTORS.
Each Credit Party acknowledges and agrees that BKV Barnett LLC, BKV Operating LLC, and BKV Chelsea LLC are required to be a Guarantor.
Each Credit Party represents and warrants as of the date hereof and as of each other date on which any representations and warranties
under the Facility Documents are made, that each of the aforementioned subsidiaries is a Guarantor. 


 


10.          ACKNOWLEDGMENT
OF UNCOMMITTED, DISCRETIONARY NATURE.


 


By its execution and delivery of this
Facility Letter, each Credit Party acknowledges and agrees that you have reviewed, understand, and accept the terms of this Facility
Letter (including the Standard Terms attached hereto as Exhibit B) and the other Facility Documents to which it is a party, and
have had the opportunity for legal counsel of your choice to review and advise you on such terms. Each Credit Party is aware that the
Facility is provided on an uncommitted, discretionary, demand basis, and that, in consequence of such, the Bank may, as provided in the
Standard Terms, change the Applicable Rate, the LC Fee, and any applicable margin in its sole discretion including but without limitation
on the occurrence of any Benchmark Replacement for any Utilizations based on the LIBO Rate.


 


The terms and provisions of this Facility Letter
and any of the other Facility Documents shall not create any right in any Person other than the Credit Parties and the Bank and no other
Person shall have the right to enforce or benefit from the terms hereof or thereof.


 


The Credit Parties agree that the terms and provisions
of this Facility Letter and the other Facility Documents are confidential and may not be disclosed by the Credit Parties to any other
Person (except as required by Applicable Law) other than the Parent, and the Credit Party’s (and Parent’s) accountants, attorneys
and other advisors and only in connection with the transactions contemplated by this Facility Letter and on a confidential basis unless
specifically approved by the Bank.


 






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We trust that the above terms and conditions
are acceptable to the Credit Parties. The Credit Parties shall signify acceptance by having their respective duly authorized signatories
to sign and return to the Bank an original counterpart of this Facility Letter.


 


If you have any queries, please do not hesitate
to contact Edwin Chan at (213) 624-1189 x123 or EdwinChan@ocbc.com who shall be pleased to assist you.


 


We are pleased to be of service to you and look
forward to hearing from you in due course.


 


Yours faithfully,


 






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	Our Ref:	 
	BKV Corporation SAF	PRIVATE AND CONFIDENTIAL


 


Oversea-Chinese Banking Corporation Limited,
Los Angeles Agency


 


	 	 
	Name: Charles Ong	 
	Title: General Manager and Head USA	 




 


 


We hereby accept the Facility on the terms and
conditions mentioned in this Facility Letter including the Bank’s Standard Terms and Conditions Governing Banking Facilities, a
copy of which we acknowledge receiving.


 


	BKV CORPORATION	 
	 	 
	 	 
	Name: Christopher Kalnin	 
	Title: CEO	 



 


	BKV BARNETT, LLC	 
	 	 
	 	 
	Name: Christopher Kalnin	 
	Title: CEO	 



 


	BKV OPERATING, LLC	 
	 	 
	 	 
	Name: Christopher Kalnin	 
	Title: CEO	 



 


	BKV CHELSEA, LLC	 
	 	 
	 	 
	Name: Christopher Kalnin	 
	Title: CEO	 



 






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