BKV - Second Supplemental Indenture (BKV Marketing_ LLC)(516275628.4)
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Exhibit 4.1
Execution Version
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as
of April 15, 2026, among BKV Marketing, LLC, a Delaware limited liability company
(“Guaranteeing Subsidiary”), a subsidiary of BKV Upstream Midstream, LLC, a Delaware
limited liability company (the “Issuer”), the Issuer, the other Guarantors party hereto, and U.S.
Bank Trust Company, National Association, as trustee under the Indenture referred to below (the
“Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture
dated as of September 26, 2025 (as supplemented by the First Supplemental Indenture dated as
of September 29, 2025, the “Indenture”), providing for the issuance of 7.500% Senior Notes due
2030 (collectively, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which
the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under
the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);
and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:
1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
2.AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the
Note Guarantee and in the Indenture, including but not limited to Article 10 thereof.
3.NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE.
4.COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. The exchange of copies of this Supplemental Indenture and of
signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the
original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes.
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5.EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
6.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Issuer.
[Signatures on following page]
[Signature Page to Second Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
Dated: April 15, 2026
GUARANTEEING SUBSIDIARY | BKV MARKETING, LLC By: /s/ Eric Jacobsen Name: Eric Jacobsen Title: President, Upstream |
ISSUER | BKV UPSTREAM MIDSTREAM, LLC By: /s/ Eric Jacobsen Name: Eric Jacobsen Title: President, Upstream |
OTHER GUARANTORS | BKV CORPORATION By: /s/ Eric Jacobsen Name: Eric Jacobsen Title: President, Upstream BKV BARNETT, LLC BKV CHELSEA, LLC BKV MIDSTREAM, LLC BKV NORTH TEXAS, LLC BKV OPERATING, LLC KALNIN VENTURES LLC BEDROCK PRODUCTION, LLC BEDROCK DEVELOPMENT PARTNERS, LLC BEP ABS I HOLDINGS, LLC BEDROCK ABS I, LLC |
By: /s/ Eric Jacobsen Name: Eric Jacobsen Title: President, Upstream |
[Signature Page to Second Supplemental Indenture]
TRUSTEE | U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
By: /s/ Bradley E. Scarbrough Name: Bradley E. Scarbrough Title: Vice President |