Exhibit



Exhibit 10.1 
EXECUTION VERSION



AMENDMENT NO. 3 TO CREDIT AGREEMENT
#5807231


This Amendment No. 3 to Credit Agreement (this “Amendment”) dated as of November 14, 2018 (the “Effective Date”), is among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (the “Parent” and the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
RECITALS


A.    Reference is made to that certain Credit Agreement dated as of July 31, 2017 (as amended by that certain Limited Waiver and Amendment No. 1 to Credit Agreement dated as of November 16, 2017, Amendment No. 2 to Credit Agreement dated as of March 8, 2018, and as further amended, restated, supplemented, or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”) among the Borrower, the Parent, the Administrative Agent, the Issuing Lender and the financial institutions party thereto as lenders from time to time (the “Lenders”).  


B.    Subject to the terms and conditions set forth herein, (i) the parties hereto wish to  amend the Credit Agreement as provided herein, and (ii) all the Lenders wish to increase the Borrowing Base to $850,000,000 in accordance with the regularly scheduled Borrowing Base redetermination process described in Section 2.2(b) of the Credit Agreement subject to the established Aggregate Elected Commitment Amount (as defined herein) of $400,000,000.


NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.Defined Terms.  As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.  Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.
Section 2.    Other Definitional Provisions.  Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Amendment, unless otherwise specified.  The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment.  The term “including” means “including, without limitation,”.  Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment.











Section 3.    Amendments to Credit Agreement.  Schedule II of the Credit Agreement is hereby replaced in its entirety with Schedule II attached hereto and Schedule II attached hereto shall be deemed to be attached as Schedule II to the Credit Agreement.  
Section 4.    Borrowing Base.  Subject to the satisfaction of the conditions below, the Borrowing Base is hereby redetermined to be $850,000,000 effective as of November 14, 2018, and such Borrowing Base shall remain in effect at that level until the Borrowing Base is next redetermined or adjusted pursuant to the terms of the Credit Agreement.  For the avoidance of doubt, the Borrowing Base redetermination set forth in this Section 4 shall constitute the regularly scheduled Semi-Annual Redetermination to be made on or about November 1, 2018 pursuant to Section 2.2(b)(ii) of the Credit Agreement.
Section 5.    Representations and Warranties.  Each Credit Party represents and warrants that, as of the date hereof: (a) the representations and warranties of such Credit Party contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on and as of such date, except that any representation and warranty which by its terms is made as of a specified date is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Amendment are within such Credit Party’s powers and have been duly authorized by all necessary corporate, limited liability company, or partnership action; (d) this Amendment constitutes the legal, valid, and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity whether applied by a court of law or equity; (e) the execution, delivery and performance of this Amendment by such Credit Party do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority other than those that have been obtained or provided and other than filings delivered hereunder to perfect Liens created under the Security Documents; and (f) the Liens under the Security Documents are valid and subsisting and secure the obligations under the Credit Documents.
Section 6.    Conditions to Effectiveness.  This Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent:
(a)    The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent,  and each of the Lenders.
(b)    The Borrower shall have paid to the Administrative Agent all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 10.1 of the Credit Agreement.


Schedule II







(c)    The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request. 
(d)    The representations and warranties in this Amendment shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and no Default shall have occurred and be continuing.
(e)    The Administrative Agent shall have received (i) duly executed Mortgages (or supplements to existing Mortgages) encumbering not less than 85% of PV10 of the Credit Parties’ Proven Reserves and not less than 85% of PV10 of all the Credit Parties’ PDP Reserves, in each case, as evaluated in the most recently delivered Engineering Report, and (ii) title information reasonably satisfactory to it on at least 85% of the PV10 of each of the Proven Reserves evaluated in the most recently delivered Engineering Report. 
Section 7.    Acknowledgments and Agreements.  
(a)    Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, or other right, in each case, existing on the date hereof, with respect to such Secured Obligations.  Each party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and each Credit Party acknowledges and agrees that its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the other Credit Documents are not impaired in any respect by this Amendment.
(b)    The Administrative Agent, the Issuing Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents.  Nothing in this Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Documents.
(c)    This Amendment is a Credit Document for the purposes of the provisions of the other Credit Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.  


Schedule II







Section 8.    Reaffirmation of the Guaranty.  Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all the Guaranteed Obligations (as defined in the Guaranty), and its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Credit Documents.
Section 9.    Reaffirmation of Liens.  Each Credit Party (a) reaffirms the terms of and its obligations (and the security interests granted by it) under each Security Document to which it is a party, and agrees that each such Security Document will continue in full force and effect to secure the Secured Obligations as the same may be amended, supplemented, or otherwise modified from time to time, and (b) acknowledges, represents, warrants and agrees that the Liens and security interests granted by it pursuant to the Security Documents are valid, enforceable and subsisting and create an Acceptable Security Interest to secure the Secured Obligations.
Section 10.    Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 11.    Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.
Section 12.    Severability.  In case one or more of the provisions of this Amendment shall for any reason be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein or in the other Credit Documents shall not be affected or impaired thereby.
Section 13.    Governing Law.  This Amendment shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).
Section 14.    Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.  
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


Schedule II







[SIGNATURES BEGIN ON NEXT PAGE]


Schedule II







    






EXECUTED to be effective as of the date first above written.




BORROWER:


BERRY PETROLEUM COMPANY, LLC






By: /s/ Cary Baetz (Nov. 12, 2018)
		
	Name:
	 Cary Baetz


Title:    CFO




GUARANTORS:


BERRY PETROLEUM CORPORATION






By:/s/ Cary Baetz (Nov. 12, 2018)
Name:     Cary Baetz
Title: CFO


Schedule II



















ADMINISTRATIVE AGENT/ISSUING 
LENDER/LENDER:


WELLS FARGO BANK, 
NATIONAL ASSOCIATION,
as Administrative Agent, and a Lender


By: /s/ Sarah Thomas    
Name: Sarah Thomas
Title: Director


Schedule II











LENDERS:


BANK OF MONTREAL, as a Lender 


By:    /s/ James V. Ducote
Name:  James V. Ducote
Title: Manageing Director




Schedule II













KEYBANK NATIONAL ASSOCIATION, as a Lender 


By:    /s/ David M. Bornstein
Name: David M. Bornstein 
Title: Senior Vice President


Schedule II









ABN Amro Capital USA LLC,
as a Lender 




By:    /s/ Darrell Holley
Name: Darrell Holley
Title: Managing Director
By:    /s/ Beth Johnson
Name: Beth Johnson
Title: Executive Director


Schedule II









BOKF, N.A., as a Lender 




By:    /s/ Sonja Boredko
Name: Sonja Boredko
Title: Senior Vice President


Schedule II











CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender 
 


By:    /s/ Robert James
Name: Robert James
Title: Director


Schedule II









CITIZENS BANK, N.A., as a Lender 




By:    /s/ Hernando Garcia
Name: Hernando Garcia
Title: Director


Schedule II









CATHAY BANK, as a Lender 




By:    /s/ Stephen V Bacala II
Name: Stephen V Bacala II
Title: Vice President


Schedule II











ING CAPITAL LLC, as a Lender 




By:    /s/ Juli Bieser
Name: Juli Bieser
Title: Managing Director
By:    /s/ Charles Hall
Name: Charles Hall
Title: Managing Director


Schedule II









MORGAN STANLEY BANK, N.A., as a Lender
By:    /s/ Jack Kuhns
Name: Jack Kuhns
Title: Authorized Signatory


Schedule II











UBS AG, STAMFORD BRANCH, as a Lender
By:    /s/ Darlene Arias
Name: Darlene Arias
Title: Director
By:    /s/ Houssem Daly
Name: Houssem Daly
Title: Associate Director


Schedule II









BP ENERGY COMPANY, as a Lender
By:    /s/ Timothy Yee
Name: Timothy Yee
Title: Attorney-in-Fact


Schedule II









GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender
By:    /s/ Jamie Minieri
Name: Jamie Minieri
Title: Authorized Signatory


Schedule II









MACQUARIE BANK LIMITED, as a Lender
By:    /s/ Iain Lappin-Smith
Name: Iain Lappin-Smith
Title: Division Director


By:    /s/ Liz Kuliang
Name:  Liz Kuliang
Title: Associate Director
(POA Ref: #2468 dated 7 June 2017 expiring 31 March 2019,
 signed in London)




Schedule II







IBERIA BANK, as a Lender
By:    /s/ Blakely Norris
Name: Blakely Norris
Title: Vice President




Schedule II







ARVEST BANK, as a Lender 




By:    /s/ S. Matt Condry
Name: S. Matt Condry
Title: V.P. Commercial Banking


Schedule II









SCHEDULE II


PRICING GRID


Applicable Margins


	
				
	Utilization Level*
	Base Rate Advances
	Eurodollar Advances
	Commitment Fee Rate

	Level I
	0.75%
	1.75%
	0.50%

	Level II
	1.00%
	2.00%
	0.50%

	Level III
	1.25%
	2.25%
	0.50%

	Level IV
	1.50%
	2.50%
	0.50%

	Level V
	1.75%
	2.75%
	0.50%






* Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level”.


1.  Level I: If the Utilization Level is less than 25%.
2.  Level II: If the Utilization Level is greater than or equal to 25% but less than 50%.
3.  Level III: If the Utilization Level is greater than or equal to 50% but less than 75%.
4.  Level IV: If the Utilization Level is greater than or equal to 75% but less than 90%.
5.  Level V: If the Utilization Level is greater than or equal to 90%.






Schedule II










EXECUTED to be effective as of the date first above written.




BORROWER:


BERRY PETROLEUM COMPANY, LLC






		
	By:  
	/s/ Cary Baetz                


		
	Name:
	 Cary Baetz


Title:    CFO




GUARANTORS:


BERRY PETROLEUM CORPORATION






		
	By: 
	/s/ Cary Baetz                    


Name:    Cary Baetz
Title:  CFO












[Signature Page to Amendment No. 3]







ADMINISTRATIVE AGENT/ISSUING 
LENDER/LENDER:


WELLS FARGO BANK, 
NATIONAL ASSOCIATION,
as Administrative Agent, and a Lender


By:        /s/ Sarah Thomas            
Name:  Sarah Thomas
Title:  Director




[Signature Page to Amendment No. 3]









LENDERS:


BANK OF MONTREAL, as a Lender 


By:  /s/ James V. Ducote            
Name:  James V. Ducote
Title:  Managing Director


[Signature Page to Amendment No. 3]












KEYBANK NATIONAL ASSOCIATION, as a Lender 


By:    /s/ David M. Bornstein        
Name:  David M. Bornstein
Title:    Senior Vice President


[Signature Page to Amendment No. 3]







ABN AMRO CAPITAL USA LLC,
as a Lender 




By:    /s/ Darrell Holley            
Name: Darrell Holley
Title:   Managing Director
By:    /s/ Beth Johnson            
Name: Beth Johnson
Title:   Executive Director




[Signature Page to Amendment No. 3]









BOKF, N.A., as a Lender 




By:    /s/ Sonja Boredko            
Name: Sonja Boredko
Title:  Senior Vice President


[Signature Page to Amendment No. 3]









CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender 
 


By:    /s/ Robert James            
Name:  Robert James
Title:    Director


[Signature Page to Amendment No. 3]









CITIZENS BANK, N.A., as a Lender 




By:    /s/ Hernando Garcia            
Name:  Hernando Garcia
Title:    Director


[Signature Page to Amendment No. 3]









CATHAY BANK, as a Lender 




By:    /s/ Stephen V Bacala II        
Name: Stephen V Bacala II
Title:   Vice President


[Signature Page to Amendment No. 3]









ING CAPITAL LLC, as a Lender 




By:    /s/ Juli Bieser                
Name:  Juli Bieser
Title:    Managing Director
By:    /s/ Charles Hall            
Name:  Charles Hall
Title:    Managing Director




[Signature Page to Amendment No. 3]









MORGAN STANLEY BANK, N.A., as a Lender
By:    /s/ Jack Kuhns                
Name: Jack Kuhns
Title:   Authorized Signatory


[Signature Page to Amendment No. 3]









UBS AG, STAMFORD BRANCH, as a Lender
By:    /s/ Darlene Arias            
Name:  Darlene Arias
Title:    Director
By:    /s/ Houssem Daly            
Name:  Houssem Daly
Title:    Associate Director




[Signature Page to Amendment No. 3]









BP ENERGY COMPANY, as a Lender
By:    /s/ Timothy Yee            
Name: Timothy Yee
Title:   Attorney-in-Fact


[Signature Page to Amendment No. 3]









GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender
By:    /s/ Jamie Minieri            
Name: Jamie Minieri
Title:   Authorized Signatory


[Signature Page to Amendment No. 3]









MACQUARIE BANK LIMITED, as a Lender
By:    /s/ Iain Lappin-Smith            
Name:  Iain Lappin-Smith
Title:   Division Director


By:    /s/ Liz Kuliang                
Name: Liz Kuliang
Title:   Associate Director


[Signature Page to Amendment No. 3]









IBERIA BANK, as a Lender
By:    /s/ Blakely Norris            
Name:  Blakely Norris
Title:   Vice President 


[Signature Page to Amendment No. 3]









ARVEST BANK, as a Lender 




By:    /s/ S. Matt Condry            
Name:  S. Matt Condry
Title: V.P. Commercial Banking 


[Signature Page to Amendment No. 3]










SCHEDULE II


PRICING GRID


Applicable Margins


	
				
	Utilization Level*
	Base Rate Advances
	Eurodollar Advances
	Commitment Fee Rate

	Level I
	0.75%
	1.75%
	0.50%

	Level II
	1.00%
	2.00%
	0.50%

	Level III
	1.25%
	2.25%
	0.50%

	Level IV
	1.50%
	2.50%
	0.50%

	Level V
	1.75%
	2.75%
	0.50%






* Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level”.


1.  Level I: If the Utilization Level is less than 25%.
2.  Level II: If the Utilization Level is greater than or equal to 25% but less than 50%.
3.  Level III: If the Utilization Level is greater than or equal to 50% but less than 75%.
4.  Level IV: If the Utilization Level is greater than or equal to 75% but less than 90%.
5.  Level V: If the Utilization Level is greater than or equal to 90%.






Schedule II