Name of company

registration number

BKV Corporation

("Designated Borrower")

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.

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. 

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.