Exhibit 10.22 - Crude Oil Supply Agreement between the Registrant and Holly
      Refining and Marketing Company - Woods Cross


    Confidential
      Portions Redacted and Filed with the Commission [***] Symbolizes Language
      Omitted Pursuant to an Application For Confidential Treatment. 


     

     

     

     

     

    CRUDE
      OIL SUPPLY AGREEMENT

     

    by
      and between

     

    BERRY
      PETROLEUM COMPANY

     

    and

     

    HOLLY
      REFINING AND MARKETING COMPANY - WOODS CROSS 

     

    dated

     

    February
      27, 2007

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

     

    
 

    
      	 	 	
              TABLE
                OF CONTENTS

            	 
	
              ARTICLE
                1 REFERENCES AND DEFINITIONS; RELATIONSHIP OF THE
                PARTIES 

            
	 	
              1.1

            	
              Definitions

            	
              1

            
	 	
              1.2

            	
              Attachments

            	
              1

            
	 	
              1.3

            	
              Independent
                Contractor; No Partnership

            	
              1

            
	
              ARTICLE
                2 SUPPLY, DELIVERY AND RECEIPT OF CRUDE OIL

            	
              2

            
	 	
              2.1

            	
              Supply
                and Receipt of Base Daily Volumes.

            	
              2

            
	 	
              2.2

            	
              Supply
                and Receipt of Incremental Daily Volumes.

            	
              2

            
	 	
              2.3

            	
              Delivery
                Point

            	
              2

            
	 	
              2.4

            	
              Scheduling.

            	
              3

            
	 	
              2.5

            	
              Dedication
                of Production

            	
              3

            
	
              ARTICLE
                3 QUALITY AND MEASUREMENT

            	 	
              3

            
	 	
              3.1

            	
              Quality

            	
              3

            
	 	
              3.2

            	
              Evidence
                of Quality

            	
              4

            
	 	
              3.3

            	
              Measurement

            	
              4

            
	 	
              3.4

            	
              Observation

            	
              4

            
	
              ARTICLE
                4 PRICING

            	
              4

            
	 	
              4.1

            	
              Pricing
                Formula

            	
              4

            
	 	
              4.2

            	
              Non-Conforming
                Batch

            	
              5

            
	 	
              4.3

            	
              Change
                of Conventional Light Sweet Benchmark

            	
              5

            
	
              ARTICLE
                5 TERM

            	 	
              5

            
	 	
              5.1

            	
              Term

            	
              5

            
	
              ARTICLE
                6 TITLE; RISK OF LOSS

            	 	
              5

            
	 	
              6.1

            	
              Title
                Warranty

            	
              5

            
	 	
              6.2

            	
              Disclaimer

            	
              6

            
	 	
              6.3

            	
              Transfer
                of Title and Associated Risks Warranty

            	
              6

            
	
              ARTICLE
                7 PAYMENTS, INVOICES AND CREDIT REQUIREMENTS

            	
              6

            
	 	
              7.1

            	
              Payment
                Per Warranty

            	
              6

            
	 	
              7.2

            	
              Monthly
                Invoices Warranty

            	
              6

            
	 	
              7.3

            	
              Necessary
                Documents Warranty

            	
              6

            
	 	
              7.4

            	
              Payment
                of Invoices Warranty

            	
              6

            
	 	
              7.5

            	
              Late
                Payments

            	
              7

            
	 	
              7.6

            	
              Corrections;
                Disputes

            	
              7

            
	 	
              7.7

            	
              Financial
                Responsibility

            	
              7

            
	 	
              7.8

            	
              Continuing
                Guaranty

            	
              8

            
	
              ARTICLE
                8 REPRESENTATIONS AND WARRANTIES

            	
              8

            
	 	
              8.1

            	
              Supplier
                Representations and Warranties

            	
              8

            
	 	
              8.2

            	
              Refiner
                Representations and Warranties

            	
              9

            


    


     

    


    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     


    
      	
              ARTICLE
                9 EVENTS OF DEFAULT; REMEDIES; LIMITATION ON DAMAGES

            	
              9

            
	 	
              9.1

            	
              Events
                of Default

            	
              9

            
	 	
              9.2

            	
              Remedies

            	
              10

            
	 	
              9.3

            	
              Right
                of Set-Off Warranty

            	
              10

            
	 	
              9.4

            	
              Limitation
                on Damages

            	
              11

            
	
              ARTICLE
                10 FORCE MAJEURE

            	
              11

            
	 	
              10.1

            	
              General

            	
              11

            
	 	
              10.2

            	
              Notice
                Requirements Warranty

            	
              11

            
	 	
              10.3

            	
              Efforts
                to Remove Force Majeure

            	
              11

            
	
              ARTICLE
                11 TERMINATION

            	
              12

            
	 	
              11.1

            	
              Termination

            	
              12

            
	 	
              11.2

            	
              Effect
                of Termination

            	
              12

            
	 	
              11.3

            	
              Termination
                for Extended Force Majeure

            	
              12

            
	
              ARTICLE
                12 INDEMNIFICATION AND DAMAGES

            	 	
              13

            
	 	
              12.1

            	
              Refiner’s
                Indemnification Obligations

            	
              13

            
	 	
              12.2

            	
              Supplier’s
                Indemnification Obligations

            	
              13

            
	 	
              12.3

            	
              EXPRESS
                NEGLIGENCE

            	
              13

            
	
              ARTICLE
                13 GENERAL PROVISIONS

            	 	
              13

            
	 	
              13.1

            	
              Confidentiality

            	
              13

            
	 	
              13.2

            	
              Consultation
                as to Announcements

            	
              14

            
	 	
              13.3

            	
              Notices

            	
              14

            
	 	
              13.4

            	
              Taxes

            	
              17

            
	 	
              13.5

            	
              Headings
                and References

            	
              17

            
	 	
              13.6

            	
              Rules
                of Interpretation

            	
              17

            
	 	
              13.7

            	
              Resolution
                of Disputes – Negotiation and Arbitration

            	
              17

            
	 	
              13.8

            	
              Governing
                Law

            	
              20

            
	 	
              13.9

            	
              Assignment;
                Delegation

            	
              20

            
	 	
              13.1

            	
              Time
                and Performance of Essence

            	
              20

            
	 	
              13.11

            	
              Nonwaiver;
                No Third-Party Beneficiaries

            	
              20

            
	 	
              13.12

            	
              Counterparts;
                Severability; Survival

            	
              21

            
	 	
              13.13

            	
              Expenses

            	
              21

            
	 	
              13.14

            	
              Further
                Assurances

            	
              21

            
	 	
              13.15

            	
              Entire
                Agreement; Amendment; Drafting

            	
              21

            
	 	 	 	 
	
              SCHEDULE
                1.1

            	
              DEFINITIONS

            	
              1.1

            
	
              SCHEDULE
                2.4

            	
              QUALITY
                RANGES OF CRUDE OIL

            	
              2.4

            
	
              SCHEDULE
                3.2

            	
              QUALITY
                TESTING PROCEDURES

            	
              3.2

            
	
              SCHEDULE
                3.3

            	
              MEASUREMENT
                PROCEDURES

            	
              3.3

            
	
              SCHEDULE
                7.8

            	
              CONTINUING
                GUARANTY

            	
              7.8

            
	
              SCHEDULE
                11.1(A)CONTINUING GUARANTY (FOR EXTENSION PERIOD) 

            	
              11.1(A)

            


    

     

     

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

     

    CRUDE
      OIL SUPPLY AGREEMENT

     

    THIS
      CRUDE OIL SUPPLY AGREEMENT
      entered
      into on February 27, 2007 for performance commencing as of July 1, 2007 (the
      “Effective
      Date”),
      is
      made by and between Berry Petroleum Company, a Delaware corporation
      (“Supplier”),
      and
      Holly Refining & Marketing Company - Woods Cross, a Delaware corporation
      (“Refiner”).
      Supplier and Refiner may each be referred to hereinafter individually as a
      “Party”
or
      collectively as the “Parties.”

     

    RECITALS:

     

    A. WHEREAS
      Refiner
      is investing significant capital in order to process increased volumes of black
      wax crude oil at its Woods Cross refinery (the “Refinery”)
      located at Salt Lake City, in the State of Utah and is therefore interested
      in
      securing a long term supply of black wax crude oil blend for the Refinery;
      and

     

    B. WHEREAS
      Supplier
      and Refiner have considered the mutual benefit of a long term black wax crude
      oil supply agreement containing price terms and volume commitments, all as
      set
      forth in this Agreement; 

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing, the representations, warranties, covenants,
      agreements and undertakings contained in this Agreement and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Parties agree as follows:

     

    ARTICLE
      1

    REFERENCES
      AND DEFINITIONS; RELATIONSHIP OF THE PARTIES

     

    1.1 Definitions.
      Capitalized terms used in this Agreement and the Schedules hereto, unless
      otherwise defined herein, have the meanings given to those terms in Schedule
      1.1.

     

    1.2 Attachments.
      The
      following Schedules are attached to this Agreement and are incorporated into
      this Agreement by this reference:

     

    Schedule
      1.1   Definitions

    Schedule
      2.1   Quality
      Ranges of Crude Oil

    Schedule
      2.3  Delivery
      Point

    Schedule
      3.2   Quality
      Testing Procedures

    Schedule
      3.3   Measurement
      Procedures

    Schedule
      7.8  Continuing
      Guaranty

    Schedule
      11.1(a)        Continuing
      Guaranty (For Extension Period)

    


    1.3 Independent
      Contractor; No Partnership.
      Each
      Party’s duties and performance under this Agreement shall be those of an
      independent contractor, as defined by Applicable Laws. The Parties expressly
      agree and acknowledge that (a) nothing in this Agreement shall be deemed to
      make
      the Parties partners or joint venturers, and (b) neither Party shall have any
      right, power or authority to enter into any agreement or undertaking for, or
      act
      on behalf of, or to act as or be an agent or representative of, or to otherwise
      bind, the other Party except as expressly provided herein.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
      2

    SUPPLY,
      DELIVERY AND RECEIPT OF CRUDE OIL

     

    2.1 Supply
      and Receipt of Base Daily Volumes. 

    (a) During
      the Term and subject to Section
      2.1(b),
      Supplier shall sell and deliver to Refiner at the Delivery Point, and Refiner
      shall buy and take delivery at the Delivery Point 3,200 Barrels of Crude Oil
      per
      Day (the “Base
      Daily Volume”).

     

    (b) If
      Refiner has delivered to Supplier a certificate certifying that the Refinery
      Modification Completion has occurred, as soon thereafter as reasonably possible
      for Supplier to accomodate but in any event within ninety (90) Days from the
      date of such delivery of the certificate (or such later date as may be specified
      in the certificate) the Base Daily Volume shall be increased to 5,000 Barrels
      of
      Crude Oil per Day.

     

    (c) A
      50%
      Daily variation in the quantity of Crude Oil delivered pursuant to this
Section
      2.1
      shall be
      permitted; provided that for each Month or portion thereof during the Term,
      the
      average Daily quantity delivered pursuant to this Section
      2.1
      shall
      equal the Base Daily Volume. 

     

    2.2 Supply
      and Receipt of Incremental Daily Volumes.

     

    (a) Not
      later
      than 120 Days prior to the start of any Contract Year, Supplier may provide
      a
      notice to Refiner indicating the Daily volume of Crude Oil production in
      addition to the Base Daily Volumes that Supplier and its Affiliates reasonably
      anticipate producing during such Contract Year. Within 30 Days following receipt
      of such notice by Refiner, Refiner shall notify Supplier of the portion, if
      any,
      of such additional Daily volume of Crude Oil that Refiner desires to purchase.
      Failure to deliver such notice shall be deemed an election by Refiner not to
      purchase any of such additional Daily volume. Such portion, if any, that Refiner
      elects to purchase in its notice to Supplier shall be referred to herein as
      the
“Incremental
      Daily Volume”.
      For
      the Contract Year immediately following such notice from Refiner, but not for
      the remainder of the Term following such Contract Year, Supplier shall sell
      and
      deliver to Refiner at the Delivery Point, and Refiner shall buy and take
      delivery at the Delivery Point each Day the Incremental Daily Volume, in
      addition to the Base Daily Volume.

     

    (b) A
      50%
      Daily variation in the quantity of Crude Oil delivered pursuant to this
Section
      2.2
      shall be
      permitted; provided that for each Month or portion thereof during the Term,
      the
      average Daily quantity delivered pursuant to this Section
      2.2
      shall
      equal the Incremental Daily Volume.

     

    2.3 Delivery
      Point.
      Supplier will tender delivery of all Crude Oil to be delivered to Refiner
      pursuant to this Agreement at the outlet flanges of Supplier’s lease tankage on
      wells identified on Supplier’s Uinta Basin, Utah, properties from time to time
      in writing by Supplier to Refiner as referenced on Schedule 2.3 (the
“Delivery
      Point”).
      Refiner shall accept delivery of such Crude Oil at the Delivery
      Point.

     

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    2.4 Scheduling. 

     

    (a) The
      Parties shall coordinate to schedule the delivery and receipt of Crude Oil
      in
      accordance with the procedures and limitations of the relevant transport and
      delivery and receiving facilities; provided that this Section
      2.4(a)
      shall
      not limit the obligations of the Parties pursuant to Sections
      2.1
      and
2.2.

     

    (b) Notice
      of Significant Events.
      180
      Days in advance of any planned material events which impact the Refinery’s
      ability to process or Supplier’s ability to produce the Crude Oil to be
      delivered hereunder, such as a refinery turnaround or a production facility
      turnaround (a “Significant
      Event”)
      the
      affected Party shall notify the other Party regarding schedule and volume
      impacts of any Significant Event that may, in the case of Refiner, reduce its
      processing capabilities, or in the case of Supplier, reduce its supplying
      capabilities, by more than 10% of the Contract Daily Volume for more than seven
      Days. The Parties shall use commercially reasonable efforts to reduce the
      adverse impacts of all Significant Events on each Party. If the required notice
      has been provided, the Parties obligations under Sections
      2.1
      and
2.2
      shall be
      excused during any such Significant Events. Each Party agrees to keep the other
      Party promptly advised of all developments in the status of any Significant
      Event. No Significant Event shall be scheduled during the Term which has the
      effect of reducing the Base Annual Volume in any one 12 month period by more
      than 10%.

     

    2.5 Dedication
      of Production.
      Supplier will dedicate its (and its Affiliates’) first production of Crude Oil
      to satisfy the requirements of this Agreement. Without limiting the foregoing,
      Supplier agrees that any agreements by Supplier or its Affiliates to sell Crude
      Oil to a purchaser other than Refiner shall be satisfied only out of production
      in excess of the volumes to be sold to Refiner pursuant to this Agreement.
      In
      the event Supplier elects to market its production in excess of the Base Daily
      Volumes and Refiner chooses to bid for such volumes, Supplier will contract
      to
      sell the incremental volumes to Refiner if Refiner exceeds or matches the
      highest bid from other potential purchasers.

     

    ARTICLE
      3

    QUALITY
      AND MEASUREMENT

     

    3.1 Quality

     

    (a) The
      crude
      oil delivered to Refiner shall conform to the Minimum Quality Specifications
      (“Crude
      Oil”).
      Without limiting any other provision of this Agreement, in no event shall
      Supplier inject any unsaturated stock or vis-broken stock, LPG, Natural Gasoline
      or Lube Oils as a part of Crude Oil delivered under this Agreement. If Refiner
      deems the quality of Crude Oil delivered pursuant to this Agreement to be
      inconsistent with Prudent Industry Practices, Supplier and Refiner shall work
      together to develop additional delivered quality management processes and
      specifications. If Supplier and Refiner are unable to develop such additional
      processes and specifications, the matter shall be resolved by arbitration in
      accordance with Section 13.7.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (b) Supplier
      warrants that the Crude Oil delivered to the Refiner conforms to the minimum
      specifications set forth in Schedule
      2.1
      (the
“Minimum
      Quality Specifications”)
      and is
      not contaminated by any foreign chemicals. 

     

    3.2 Evidence
      of Quality.
      For
      purposes of determining whether the crude oil delivered pursuant to this
      Agreement meets the Minimum Quality Specifications, Refiner will have 30 Days
      from the date that a delivery arrives at the Refinery to notify Supplier that
      it
      has tested the delivery and that the test results indicate that the delivery
      did
      not meet the Minimum Quality Specifications. Supplier will have 30 Days from
      receipt of such notification to
      provide the results of sample analysis performed by a reputable independent
      third party testing service using the testing methods described in Schedule
      3.2.
      Any
      rejection of volumes or price adjustment will be based on such injection sample
      test results. 

     

    3.3 Measurement.
      Measurement of Crude Oil shall be in accordance with the measurement procedures
      set forth on Schedule
      3.3.

     

    3.4 Observation.
      Each
      Party shall have the right to have a representative witness all gauges, tests,
      or measurements performed in connection with this Agreement providing that
      reasonable advance notice is given. In the absence of the other party’s
      representative, such gauges, tests, and measurements shall be deemed to be
      correct absent manifest error.

     

    ARTICLE
      4

    PRICING

     

    4.1 Pricing
      Formula.
      The price (the “Price
      Formula”)
      for
      Crude Oil delivered pursuant to this Agreement shall be set as follows:


     

    (a) The
      price
      for Base Daily Volumes (US$/Barrel) shall equal *** multiplied by WTI, Cushing
      (US$/Barrel).

     

    (b) The
      price
      for Incremental Daily Volumes (US$/Barrel) shall equal *** multiplied by WTI,
      Cushing (US$/Barrel).

     

    4.2 Non-Conforming
      Batch.
      If Supplier supplies a delivery which does not meet the Minimum Quality
      Specifications, Refiner shall be entitled either to reject such volumes (in
      which case Supplier shall be responsible for the costs associated with the
      redelivery to Supplier of such volumes) or to accept such volumes. In either
      case, the Parties agree to execute a price adjustment for volumes delivered
      in
      the non-conforming delivery, including a full refund of the purchase price
      and
      associated costs (e.g., transportation costs) incurred by Refiner for volumes
      that are rejected. 

     

    4.3 Change
      of Conventional Light Sweet Benchmark.
      The Parties agree that WTI, Cushing is intended to measure the fair market
      value of conventional light sweet crude oil on a North American based futures
      exchange. If at any time in the future WTI, Cushing ceases to be representative
      of the North American conventional light sweet crude oil markets, the Parties
      agree to determine a new light sweet crude oil benchmark for use in the Price
      Formula. In the event of such a cessation, either Party may declare an
      initiation date for the process of adjusting the Price Formula by giving notice
      to the other Party. The new benchmark shall be based on a 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    North
      American futures contract, if such contract exists. The Price Formula will
      be
      adjusted for quality, transportation and location for the new benchmark using
      the process outlined below:

     

    (a) Compare
      Historical Period Average Prices for the current benchmark versus the proposed
      new benchmark to determine a linear correlation (y=mx) between the fair market
      values of the current benchmark versus the proposed new benchmark and apply
      this
      correlation to the Price Formula. 

     

    (b) After
      transition to the new light crude benchmark and establishing the revised Price
      Formula, either Party may request a review of the Price Formula after the elapse
      of 6 Months. Any changes to the Price Formula resulting from the review shall
      be
      effective immediately after the review is complete and agreed by both Parties.
      The review results shall not have any retroactive effect and only one review
      period shall be permitted during the Term.

     

    ARTICLE
      5

    TERM

     

    5.1 Term.
      This term of this Agreement (“Term”)
      commences at midnight, Applicable Time, on the Effective Date, and expires
      at
      midnight, Applicable Time, on the date of termination provided in Section
      11.1.
      

     

    ARTICLE
      6

    TITLE;
      RISK OF LOSS

     

    6.1 Title
      Warranty.
      Supplier warrants that (a) all crude oil delivered pursuant to this Agreement
      will be free from encumbrances and other adverse interests and (b) Supplier
      has
      the right to sell and pass title to Refiner of all such crude oil.

     

    6.2 Disclaimer.
      EXCEPT
      AS SPECIFICALLY PROVIDED IN SECTIONS
      3.1(b),
      6.l
      AND
ARTICLE
      8,
      SUPPLIER MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS
      OR IMPLIED, STATUTORY OR OTHERWISE, ABOUT OR RELATING TO THE CRUDE OIL DELIVERED
      BY IT HEREUNDER INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO CONDITION,
      QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
      OTHERWISE.

     

    6.3 Transfer
      of Title and Associated Risks Warranty.Title,
      custody and risk of loss to Crude Oil delivered hereunder shall pass from
      Supplier to Refiner when Supplier delivers Crude Oil to Refiner at the Delivery
      Point, it being understood and agreed that any casualty, loss, escape or
      contamination occurring before and to the Delivery Point shall be the
      responsibility of Supplier and after the Delivery Point shall be the
      responsibility of Refiner. Except as otherwise provided in this Agreement,
      Refiner shall be responsible for arranging and paying for all transportation
      from the Delivery Point to the Refinery.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ARTICLE
      7

    PAYMENTS,
      INVOICES AND CREDIT REQUIREMENTS

     

    7.1 Payment
      Per Warranty.
      Refiner
      agrees
      to pay Supplier the Purchase Price for each Barrel of Crude Oil Supplier
      delivers to the Delivery Point pursuant to
      this
      Agreement.

     

    7.2 Monthly
      Invoices Warranty.
      Supplier
      shall invoice Refiner for Crude Oil delivered pursuant to this Agreement, on
      a
Monthly
      basis.
      Such invoice shall include the following information: the Month of delivery
      under the transaction; the volume(s) of delivery; the Purchase Price; and the
      due date of payment pursuant to Section
      7.4.
      

     

    7.3 Necessary
      Documents Warranty.
      Upon
      request, each Party agrees to furnish the other Party all source documents
      for
      each volume of crude oil delivered pursuant to this Agreement that are
      reasonably available to the furnishing Party; provided that furnishing source
      documents shall not be a precondition for payment unless expressly so agreed
      by
      the Parties. Source documents include delivery tickets, transfer settlements,
      or
      other shipping/loading documents provided by a pipeline or other carrier
      indicating the type, quality, volume, and other characteristics of the crude
      oil
      delivered. 

     

    7.4 Payment
      of Invoices
      Warranty.
      Refiner
      shall pay all amounts owed by it hereunder by electronic funds transfer to
      Supplier’s account designated in Section
      13.3(c)
      with
      immediately available funds by the later of the 5th Business Day after the
      applicable invoice was received or the 20th Day of the Month following the
      Month
      of crude oil delivery. If payment falls due on a Saturday or a bank holiday
      of
      the bank where the designated account is located other than Monday, payment
      shall be due on the preceding banking day of such bank. If payment falls due
      on
      a Sunday or a Monday bank holiday of such bank, payment shall be due on the
      next
      banking day of such bank. Payment shall be deemed made on the date good funds
      are credited to Supplier's account at such bank.

     

    7.5 Late
      Payments.
      Any payments that are not made when due under this Agreement pursuant to Section
      7.4 shall bear interest at a per annum rate which shall be two percentage points
      above the U.S. prime rate as published in the Wall Street Journal (or such
      other
      publication as the parties may agree from time to time) in effect on the date
      payment was due from the date such payment is due until such payment is made
      paid in full. 

     

    7.6 Corrections;
      Disputes.
      Invoices and payments shall be subject to correction for billing errors for
      a
      period of 24 Months after the end of the Month prior to which the invoice was
      issued. No adjustment or correction shall be made and all records and payments
      shall be conclusively presumed to be final and shall not be subject to
      examination, unless notice specifying the error or inaccuracy is given within
      such 24-Month period. If Refiner disputes the correctness of any invoice,
      Refiner shall nevertheless pay the full amount of the invoice (including the
      disputed portion) and shall notify Supplier of the specific basis for disputing
      the correctness of the invoice as soon as practical after becoming aware of
      the
      basis for the dispute, and Refiner shall be entitled to a refund for
      overpayments plus interest at the rate described in Section 7.5 calculated
      from
      the date of payment until refunded.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    7.7 Financial
      Responsibility.
      Notwithstanding anything in this Agreement, if at any time, Parent has a net
      worth of less than $200,000,000 or should Supplier reasonably believe that
      such
      Parent’s net worth is less than $200,000,000, Supplier may at anytime require,
      by written notice to Refiner, at Refiner’s choice, either 1) advance cash
      payment, or 2) satisfactory security in the form of a letter or letters of
      credit at Refiner’s expense in a form and from a bank reasonably acceptable to
      Supplier, to cover any and all deliveries of Crude Oil.  If, on or before
      the date specified in Supplier’s notice under this Section 7.7, Refiner does not
      prepay or provide the letter or letters of credit, or if Supplier does not
      accept another form of credit assurance agreeable to Supplier in Supplier’s sole
      discretion, Supplier may terminate this Agreement immediately and Refiner shall
      be considered to experience an Event of Default.  At any time Parent has a
      net worth of less than $200,000,000 or if Supplier reasonably believes that
      such
      net worth is less than $200,000,000, Seller shall not be obligated to schedule
      or complete delivery of the Crude Oil until advance cash payment is made or
      said
      letter or letters of credit, or if applicable, other credit assurance agreeable
      to Supplier, is delivered by Refiner to Supplier.  In any event if Parent
      or Refiner makes an advance cash payment to Supplier, so long as Refiner is
      not
      in default, Supplier will deposit said cash payment into an interest bearing
      investment earning interest at a rate equivalent to the equivalent yield of
      a
      thirty (30) day U.S. Treasury note and such earned interest shall be held for
      the benefit of Parent or Refiner.

     

    7.8 Continuing
      Guaranty.
      As a material condition to this Agreement, Refiner shall concurrently deliver
      to
      Supplier a Continuing Guaranty, in the form attached to this Agreement as
      Schedule 7.8.

     

    


     

    ARTICLE
      8

    REPRESENTATIONS
      AND WARRANTIES

     

    8.1 Supplier
      Representations and Warranties.
      Supplier represents and warrants to Refiner that:

     

    (a) It
      is
      duly organized, validly existing and in good standing under the laws of
      Delaware, and has all requisite power and authority to own and lease the
      properties and assets it currently owns and leases, and to conduct its
      activities as such activities are currently conducted and as contemplated by
      this Agreement;

     

    (b) Supplier
      has all requisite corporate power, authority and capacity to execute, deliver
      and perform this Agreement and to consummate the transactions contemplated
      hereby. The execution, delivery and performance of this Agreement and the
      consummation of the transactions contemplated hereby by Supplier have been
      duly
      and validly authorized by all necessary corporate action on its part, and this
      Agreement has been duly and validly executed and delivered by Supplier, and
      is
      the valid and binding obligation of Supplier, enforceable against it in
      accordance with its terms, subject to Applicable Laws of bankruptcy, insolvency
      and similar laws affecting creditors’ rights and remedies
      generally;

     

    (c) The
      execution, delivery and performance by Supplier of this Agreement does not
      and
      will not (i) conflict with or violate any provision of Supplier’s organizational
      documents; (ii) 

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    violate
      any provision of any Applicable Laws; (iii) conflict with, violate, result
      in a
      breach of, constitute a default under (without regard to requirements of notice,
      lapse of time or elections of other Persons, or any combination thereof) or
      accelerate or permit the acceleration of the performance required by, any
      contracts or other instruments to which either Supplier is a party or by which
      Supplier is bound or affected; or (iv) require any consent, approval or
      authorization of, or filing of any certificate, notice, application, report,
      or
      other document with, any Governmental Authority or other Person;

     

    (d) Supplier
      is not subject to any Applicable Law that would preclude or prohibit its
      fulfillment of any of its obligations hereunder, all in accordance with the
      terms and conditions of this Agreement; and 

     

    (e) Supplier
      has the requisite authority, ability, skills, technical support and capacity
      to
      perform all of its obligations hereunder with respect to the supply of Crude
      Oil
      and the operation of its production facilities, all in accordance with this
      Agreement in all material respects.

     

    8.2 Refiner
      Representations and Warranties.
      Refiner represents and warrants to Supplier that:

     

    (a) Refiner
      is duly organized, validly existing and in good standing under the laws of
      Delaware and has all requisite power and authority to own and lease the
      properties and assets it currently owns and leases and to conduct its activities
      as such activities are currently conducted and as contemplated by this
      Agreement;

     

    (b) Refiner
      has all requisite corporate power, authority and capacity to execute, deliver
      and perform this Agreement and to consummate the transactions contemplated
      hereby. The execution, delivery and performance of this Agreement and the
      consummation of the transactions contemplated hereby by Refiner have been duly
      and validly authorized by all necessary action on the part of Refiner, and
      this
      Agreement has been duly and validly executed and delivered by Refiner, and
      is
      the valid and binding obligation of Refiner, enforceable against Refiner in
      accordance with its terms, subject to Applicable Laws of bankruptcy, insolvency
      and similar laws affecting creditors’ rights and remedies
      generally;

     

    (c) The
      execution, delivery and performance by Refiner of this Agreement do not and
      will
      not (i) conflict with or violate any provision of its organizational documents;
      (ii) violate any provision of any Applicable Laws; (iii) conflict with, violate,
      result in a breach of, constitute a default under (without regard to
      requirements of notice, lapse of time or elections of other Persons, or any
      combination thereof) or accelerate or permit the acceleration of the performance
      required by, any contracts or other instruments to which it is a party or by
      which it or its properties may be bound or affected; or (iv) except in
      connection with the construction and operation of the Refinery Modifications,
      require any consent, approval or authorization of, or filing of any certificate,
      notice, application, report or other document with, any Governmental Authority
      or other Person;

     

    (d) Subject
      to obtaining any approvals from Governmental Authorities required to construct
      and operate the Refinery Modifications, Refiner is not subject to any Applicable
      Law 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    that
      would preclude or prohibit any of its obligations hereunder, all in accordance
      with the terms and conditions of this Agreement; and

     

    (e) Refiner
      has the requisite authority, ability, skills, technical support and capacity
      to
      perform all of its obligations hereunder, all in accordance with this Agreement
      in all material respects.

     

    ARTICLE
      9

    EVENTS
      OF DEFAULT; REMEDIES; LIMITATION ON DAMAGES

     

    9.1 Events
      of Default.
      An
      event of default (“Event
      of Default”)
      with
      respect to a Party (the “Defaulting
      Party”)
      shall
      mean any of the following: 

     

    (a) the
      failure of Defaulting Party to pay when due any payment under this Agreement,
      and such payment (and any interest accrued thereon pursuant to this Agreement)
      shall remain unpaid for 10 Days following receipt by the Defaulting Party of
      notice of failure to pay; or 

     

    (b) the
      failure of the Defaulting Party to comply in any material respect with any
      of
      its other obligations under this Agreement, and such failure is not remedied
      in
      all material respects within 30 Days after notice thereof; or

     

    (c) any
      representation or warranty made by the Defaulting Party under this Agreement
      is
      or was untrue or misleading in any material respect when made and such breach
      is
      not cured within 30 Days after notice thereof; or

     

    (d) the
      entry
      of a decree or order by a court having jurisdiction in the premises resulting
      from the commencement of proceedings against the Defaulting Party by a third
      party and approving as properly filed a petition seeking dissolution or
      winding-up of the Defaulting Party under any bankruptcy, insolvency or analogous
      laws, or appointing a receiver of the Defaulting Party, and the continuance
      of
      any such decree or order unstayed, undischarged and in effect for a period
      of 20
      Days from the date thereof; or

     

    (e) the
      institution by the Defaulting Party of proceedings to be adjudicated a bankrupt
      or insolvent, or the consent by it to the institution of bankruptcy or
      insolvency proceedings against it, or the filing by it of a petition, answer
      or
      consent seeking dissolution or winding-up under any bankruptcy, insolvency
      or
      analogous laws, or the consent by it to the filing of any such petition or
      to
      the appointment of a receiver of the Defaulting Party or the making by it of
      a
      general assignment for the benefit of creditors, or the Defaulting Party
      admitting in writing its inability to pay its debts generally as they become
      due.

     

    9.2 Remedies.
      Upon
      the occurrence and during the continuation of an Event of Default as to the
      Defaulting Party, the other Party (the “Non-Defaulting
      Party”)
      may,
      in its sole discretion, (a) notify the Defaulting Party of an early termination
      date (which shall be no earlier than the date of such notice and no later than
      30 Days after the date of such notice) on which date this Agreement shall
      terminate and declare that any amounts of money outstanding hereunder shall
      be
      due and payable immediately without any further notice or demand of any kind
      or
      (b) withhold performance of any of its obligations due to the Defaulting Party
      until such Event of 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Default
      is cured. Any rights of a Nondefaulting Party under this Section
      9.2
      shall be
      in addition to any other rights or remedies such Nondefaulting Party may have
      under this Agreement, at law or in equity.

     

    9.3 Right
      of Set-Off Warranty.
      Upon the occurrence and during the continuance of an Event of Default, the
      Non-Defaulting Party is hereby authorized at any time and from time to time
      thereafter, on reasonable notice to the Defaulting Party and to the fullest
      extent permitted by law, to set-off and apply any and all indebtedness at any
      time owing by the Non-Defaulting Party to or for the credit or the account
      of
      the Defaulting Party against any and all of the obligations of the Defaulting
      Party now or hereafter existing under this Agreement. The Non-Defaulting Party
      agrees to promptly notify the Defaulting Party after any such set-off and
      application.

     

    9.4 Limitation
      on Damages.
      Liability for breach of any provision of this Agreement is limited to actual
      direct damages only (which in the case of a failure by Supplier to deliver
      Crude
      Oil that is not permitted by this Agreement shall be deemed to include lost
      margins on Refinery production and other costs (e.g., transportation costs)
      incidental to such failure), and such actual direct damages are the sole and
      exclusive monetary remedy under this Agreement for any such breach. Except
      as
      provided in the preceding sentence, neither Party is liable for incidental,
      punitive, exemplary, consequential, special or indirect damages of any nature
      (including damages associated with lost profits, business interruption and
      loss
      of goodwill) arising at any time, whether in tort (including negligence or
      gross
      negligence), warranty, strict liability, by contract or statute, under any
      indemnity provision (unless such damages are required to be paid to a third
      party) or otherwise. 

     

    ARTICLE
      10

    FORCE
      MAJEURE

     

    10.1 General.
      Notwithstanding anything herein to the contrary, each Party shall be excused
      from performance of its obligations hereunder (other than any obligation to
      pay
      money then due or becoming due with respect to performance prior to the event)
      in the event and to the extent its performance is prevented by an event of
      Force
      Majeure. 

     

    10.2 Notice
      Requirements Warranty.
      If an
      event of Force Majeure occurs, the Party whose performance is prevented shall
      promptly provide notice to the other Party of the event of Force Majeure, the
      nature of the event, the extent to which the event of Force Majeure affects
      or
      delays the affected Party’s performance hereunder, the particular obligations so
      affected, the steps taken and proposed to be taken to lessen and cure the Force
      Majeure, and the estimated duration of the event of Force Majeure. If there
      is
      any material change, addition or alteration to the circumstances giving rise
      to,
      or the information provided pursuant to, the notice, the affected Party shall
      promptly provide the other Party with notice of the same.

     

    10.3 Efforts
      to Remove Force Majeure.
      At all
      times during an event of Force Majeure, both Parties shall use commercially
      reasonable efforts to remove the event of Force Majeure and to avoid or minimize
      the consequences of the event of Force Majeure; provided that nothing contained
      in this Agreement shall be construed as requiring either Party hereto to accede
      to the demands of labor or labor unions it considers unreasonable in its sole
      discretion. The 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    .performance
      of this Agreement shall be resumed as soon as practicable after such disability
      has been removed.

     

    ARTICLE
      11

    TERMINATION

     

    11.1 Termination.
      This
      Agreement shall terminate on the earliest of:

     

    (a) Expiration
      of Primary Term.
      The
      date that is the six year anniversary of the Effective Date; provided that
      a
      Party has provided notice of such termination to the other Party at least 120
      Days prior to the expiration of such period; provided further that the
      termination date shall automatically be extended for one additional year if
      such
      notice is not provided, and for additional one-year periods if such notice
      is
      not provided at least 120 Days prior to the end of each such one-year extension.
      In the event of an extension for an additional year, no later than 60 days
      prior
      to the beginning of any such extension, Supplier may request that Refiner
      provide to Supplier a Continuing Guaranty (For Extension Period) substantially
      in the form attached hereto as Schedule 11.1(a), for such additional year.
      If
      Refiner does not provide such a guaranty within 30 Days after such request,
      such
      extension shall not be effective and this Agreement shall terminate at the
      end
      of the current term; 

     

    (b) Event
      of Default.
      The
      date on which either Party terminates this Agreement pursuant to Section
      9.2;

     

    (c) Force
      Majeure.
      The
      date on which the applicable Party terminates this Agreement pursuant to
Section
      11.3,
      by
      providing notice of such termination to the other Party;

     

    (d) Processes
      and Specifications.
      The
      date on which Refiner terminates this Agreement pursuant to Section
      3.1(a),
      by
      providing notice to Supplier; and

     

    (e) Change
      in Law.
      In the
      event of a change in Applicable Laws that Refiner reasonably determines will
      have
      an
      adverse effect on anticipated refinery economics using LP analysis and industry
      practice, the date indicated in a notice by Refiner to Supplier; provided that
      such termination date shall not be sooner than 180 days following the date
      of
      such notice. Whether or not Refiner’s determination satisfies the standard set
      forth in this Section 11.1(e) shall be subject to arbitration under Section
      13.7.

     

    11.2 Effect
      of Termination.
      Termination of this Agreement for any reason shall not affect: (i) each Party’s
      obligation to perform its obligations arising hereunder prior to such
      termination, (ii) each Party’s indemnification and defense obligations and any
      other duties of either Party which by their nature are to be performed after
      termination of this Agreement, or (iii) damages as a result of an Event of
      Default.

     

    11.3 Termination
      for Extended Force Majeure.
      If an event of Force Majeure claimed by Refiner or Supplier persists for a
      continuous period of at least 180 Days or if the duration of an event of Force
      Majeure claimed by Refiner or Supplier is reasonably estimated by the Party
      claiming Force Majeure to be at least 180 Days, then the Party not claiming
      the
      Force Majeure shall have the right, but not the obligation, to terminate this
      Agreement by giving notice of termination to the other Party. For purposes
      of
      this Section
      11.3,
      if the
      period between the end of 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    one
      event
      of Force Majeure and the commencement of another event of Force Majeure is
      less
      than 30 Days, the period of Force Majeure shall be deemed to be continuous,
      but
      the time between the Force Majeure periods shall not be counted in determining
      the 180-Day period required before termination hereunder is allowed.


     

    ARTICLE
      12

    INDEMNIFICATION
      AND DAMAGES

     

    12.1 Refiner’s
      Indemnification Obligations.
      Refiner
      agrees to indemnify, defend and hold harmless Supplier Indemnified Parties
      from
      and against any and all Claims arising out of, relating to or in connection
      with:

     

    (a) Any
      injury or death of persons or damage to property arising out of, relating to,
      or
      in connection with, the transportation, carriage, handling, care, storage,
      resale or use of the crude oil sold hereunder after delivery to Refiner at
      the
      Delivery Point, except to the extent arising out of a Supplier Indemnified
      Party’s gross negligence or willful misconduct; and

     

    (b) Any
      breach by Refiner of any of its representations, warranties, covenants,
      agreements or obligations herein.

     

    12.2 Supplier’s
      Indemnification Obligations.
      Supplier agrees that it shall indemnify, defend and hold harmless Refiner
      Indemnified Parties from and against any and all Claims arising out of, relating
      to, or in connection with:

     

    (a) Any
      injury or death of persons or damage to property arising out of, relating to,
      or
      in connection with, the production, transportation, carriage, handling, care,
      storage, resale or use of the crude oil sold hereunder until delivery to Refiner
      at the Delivery Point except to the extent arising out of a Refiner Indemnified
      Party’s gross negligence or willful misconduct; and

     

    (b) Any
      breach by Supplier of any of its representations, warranties, covenants,
      agreements or obligations herein.

     

    12.3 EXPRESS
      NEGLIGENCE.
      EXCEPT AS EXPRESSLY PROVIDED OTHERWISE ABOVE, THE FOREGOING INDEMNITIES SET
      FORTH IN THIS ARTICLE
      12
      ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES REGARDLESS OF THE SIMPLE
      OR
      GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT
      OR
      STRICT LIABILITY OF ANY INDEMNIFIED PARTIES.

     

    ARTICLE
      13

    GENERAL
      PROVISIONS

     

    13.1 Confidentiality.
      Neither this Agreement nor information or documents that come into the
      possession of a Party or its Affiliates in connection with the performance
      of
      this Agreement may be used or communicated to Persons (other than the Parties
      and their Affiliates) without the mutual written agreement of the Parties,
      except that either Party shall have the right to disclose such information
      or
      documents without obtaining the other Party’s prior consent in any of the
      situations described below:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (a) Accountants,
      bankers, other professional consultants or underwriters, provided such
      disclosure is solely to assist the purpose for which the aforesaid were so
      engaged and further provided that such Persons agree to hold such information
      or
      documents under terms of confidentiality equivalent to this Section
      13.1
      and for
      the benefit of the Parties;

     

    (b) To
      legal
      counsel, provided such disclosure is solely to assist the purpose for which
      the
      aforesaid were so engaged;

     

    (c) Prospective
      assignees of a Party’s interest under this agreement or Persons potentially
      providing financing to a Party, provided that such Persons agree to hold such
      information or documents under terms of confidentiality equivalent to this
      Section
      13.1
      and for
      the benefit of the Parties;

     

    (d) If
      required by any court of law or any Applicable Law, or if requested by a
      Governmental Authority having or asserting jurisdiction over a Party and having
      or asserting authority to require such disclosure in accordance with that
      authority, or pursuant to the rules of any recognized stock exchange or agency
      established in connection therewith;

     

    (e) If
      required, in the reasonable good faith judgment of the disclosing Party, as
      a
      response to any environmental or other emergency; and

     

    (f) To
      the
      extent any such information or document has entered the public domain other
      than
      through the fault or negligence of the Party receiving the information.


     

    13.2 Consultation
      as to Announcements.
      Without limiting Section
      13.1,
      no
      public announcement or press release concerning the transactions contemplated
      by
      this Agreement shall be made by either Party without prior consultation with
      the
      other Party; provided that such consultation shall not be required for any
      public announcement or press release required to be made: (a) under Applicable
      Law; or (b) by the reasonable good faith judgment of the disclosing Party as
      a
      response to any environmental or other emergency; provided further that all
      such
      consultations and reviews shall be completed within 24 hours of either Party
      seeking the other’s consultation, a disclosing Party shall be under no
      obligation to accept the consulting Party’s comments or requirements, and after
      24 hours the disclosing Party shall be entitled to make the proposed disclosure
      if permitted by Section
      13.1.

     

    13.3 Notices.
      

     

    i) Addresses.
      All
      notices, requests, waivers, consents, approvals, agreements and other
      communications under this Agreement shall, except as expressly provided
      otherwise herein, be in writing to be effective and shall be delivered in person
      or by certified mail with postage prepaid and return receipt requested, courier
      or overnight delivery service with charges prepaid or facsimile transmission,
      and if to Supplier, addressed as follows:

     

    Berry
      Petroleum Company

    Attention:
      Manager of Marketing

    5201
      Truxtun Avenue, Suite 300

    Bakersfield,
      CA 93309

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Fax
      No.
      (661) 616-3882;

     

    Copy
      to:

     

    Musick
      Peeler & Garrett LLP

    Attn:
      Laura K. McAvoy, Esq.

    2801
      Townsgate Road, Suite 200

    Westlake
      Village, CA 91361

    Fax
      No.
      (805) 418-3101

     

    and
      if to
      Refiner, addressed as follows:

     

    Holly
      Refining & Marketing Company - Woods Cross

    Attention:
      [--]

    100
      Crescent Court

    Suite
      1600

    Dallas,
      Texas 75201

    Fax
      No.
      214-871-3560

     

    Copy
      to:

    Office
      of
      General Counsel

    100
      Crescent Court

    Suite
      1600

    Dallas,
      Texas 75201.

    


    Either
      Party shall have the right to change its address by notice to the other Party
      at
      the addresses in force hereunder.

     

    (b) Effectiveness
      of Notices.
      Any
      communications addressed as described above shall be deemed to have been
      received as follows:

     

    (i) If
      delivered in person, when delivered;

     

    (ii) If
      delivered by facsimile, on the date of transmission thereof as reflected on
      the
      confirmation of the transmitting machine if such confirmation reflects
      transmission of such facsimile prior to 5:00 P.M., Applicable Time, on a
      Business Day; provided that if any such confirmation reflects that such
      transmission occurred after 5:00 P.M., Applicable Time, on a Business Day or
      any
      time on a non-Business Day, such communication shall be deemed to have been
      received on the next Business Day;

     

    (iii) If
      delivered by certified mail, on the third Business Day following the date of
      mailing as shown on the certified mail receipt; and

     

    (iv) If
      delivered by overnight delivery service, on the Business Day on which it is
      actually delivered by such delivery service as shown on the receipt provided
      to
      the delivering Party by the overnight delivery service or the next Business
      Day
      if delivered on a non-Business Day.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (c) Wire
      Transfer Information.
      Wire
      transfers to Supplier shall be made in accordance with the following
      instructions:

     

    Berry
      Petroleum Company

    Wells
      Fargo Bank

    Denver,
      CO

    ABA
      Routing No./ Transit Number: ***

    Account
      No.: ***.

     

    Any
      questions regarding wire transfers to Supplier should be directed
      to:

     

    Berry
      Petroleum Company

    Attn:
      Treasurer

    Phone:
      (661) 616-3809

    Facsimile:
      (661) 616-3884.

     

    Supplier
      shall have the right to change the information provided in this Section
      13.3(c)
      by
      notice in accordance with Section
      13.3(a).

     

    (d) Wire
      transfers to Refiner shall be made in accordance with the following
      instructions:

     

    Holly
      Refining & Marketing Company

    Bank
      of
      America

    Charlotte,
      North Carolina

    ABA
      Routing No. ***

    Account
      No.: ***

    Any
      questions regarding wire transfers to Supplier should be directed
      to:

     

    Holly
      Refining & Marketing Company - Woods Cross

    Attn:
      Steve Wise, Treasurer

    Phone:
      214-871-3877

    Facsimile:
      214-237-3051.

     

    Refiner
      shall have the right to change the information provided in this Section
      15.3(d)
      by
      notice in accordance with Section
      15.3(a).

     

    13.4 Taxes.
      Refiner shall pay, without duplication, and be responsible for all sales taxes
      assessed as a result of the sale of crude oil hereunder imposed or assessed
      on
      itself or Supplier as a result of this Agreement but, for the avoidance of
      doubt, shall not be responsible for any income, severance, ad valorem or other
      taxes imposed on Supplier. 

     

    13.5 Headings
      and References.
      

     

    (a) Headings.
      The
      headings are inserted for convenience only and are to be ignored in construing
      this Agreement.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    References.
      References to articles, sections or paragraphs are to articles, sections or
      paragraphs of this Agreement. The words “hereto,” “herein,” “hereof,”
“hereunder,” “this Agreement” and similar expressions mean and refer to this
      Agreement as a whole and not to any particular portion or provision of this
      Agreement. 

     

    13.6 Rules
      of Interpretation.

     

    (a) The
      singular includes the plural and vice versa.

     

    (b) Except
      as
      otherwise expressly provided herein, all references to “$” or money mean Dollars
      and all payments hereunder or pursuant hereto shall be made in
      Dollars.

     

    (c) The
      words
“include,” “includes” and “including” shall be deemed to be followed by the
      words “without limitation.”

     

    (d) If
      a
      conflict or inconsistency exists between any exhibit or schedule and this
      Agreement (exclusive of the exhibits and schedules), the provisions of this
      Agreement (exclusive of the exhibits and schedules) shall control. If any
      conflict or inconsistency exists between or among the exhibits and schedules,
      the exhibit or schedule dealing with the matter in more detail shall
      control.

     

    (e) Except
      as
      otherwise expressly provided herein, all references in this Agreement to
      contracts, agreements and other documents shall be deemed to refer to such
      contracts, agreements and other documents, as amended, modified and supplemented
      from time to time.

     

    (f) Except
      as
      otherwise expressly provided herein, all references to any Applicable Law is
      a
      reference to such Applicable Law as amended, modified or re-enacted from time
      to
      time and any replacements thereof.

     

    13.7 Resolution
      of Disputes - Negotiation and Arbitration

     

    (a) Negotiation
      Period.
      The
      Parties shall endeavor in good faith to negotiate a settlement of any and all
      disputes arising out of or related to this Agreement, its performance, validity
      or the breach or termination of this Agreement, regardless of whether such
      dispute is based on common law, contractual or statutory causes of action,
      including tort claims (each a “Dispute”).
      

     

    (b) Initiation
      of Arbitration.
      The
      pre-arbitration negotiation process provided in the foregoing Section 13.7(a)
      is
      to be considered a settlement negotiation for the purposes of all state and
      federal rules protecting disclosures made during such negotiations from later
      discovery or use in evidence. If a Dispute is not resolved within 45 Days after
      either Party first notifies the other of the Dispute in a written request for
      negotiations, or such later date as may be mutually agreed by the Parties,
      then
      each Party shall have the right at any time thereafter to refer the Dispute
      to
      binding arbitration under the International Institute for Conflict Prevention
      and Resolution Rules for Non-Administered Arbitration (the “Rules”)
      then
      in force, to the extent such Rules are not inconsistent with the provisions
      of
      this Agreement.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (c) Selection
      of Arbitrators.
      The
      arbitral panel shall be composed of three arbitrators (the “Tribunal”).
      With
      the request for arbitration, the Party requesting arbitration (the “Claimant”)
      shall
      appoint one arbitrator. The Party named as respondent by the Claimant (the
      “Respondent”) shall appoint one arbitrator within the time specified in the
      Rules. The two arbitrators nominated by the Claimant and Respondent shall
      together nominate the third arbitrator, who shall be the chairman of the
      Tribunal, by mutual agreement within 20 Days of the second appointment of an
      arbitrator. If within the time specified a Party fails to nominate its
      party-appointed arbitrator or the two party-appointed arbitrators fail to
      nominate the third arbitrator, either party may request the CPR to make the
      appointment according to the Rules. If any nominated arbitrator is not
      appointed, declines, resigns, becomes incapacitated, or otherwise refuses or
      fails to serve or to continue to serve as an arbitrator, the Party or
      arbitrators entitled to appoint that arbitrator shall promptly nominate a
      successor. If the arbitrators are unable to agree on a replacement third
      arbitrator, then the CPR shall make the appointment according to the
      Rules.
      In the
      event that an arbitrator is objected to, the two remaining arbitrators shall
      decide whether the objection is valid and whether the challenged arbitrator
      shall be removed. The arbitrators shall be independent of the Parties and not
      have a financial interest in either of the Parties or their Affiliates or in
      the
      dispute, and shall be unaffiliated and without prior financial alliances with
      any Party, or either of the other arbitrators. The arbitrators shall be governed
      by the AAA/ABA Code of Ethics for Arbitrators in Commercial Disputes. The
      chairman shall be a former judge with experience in matters involving the oil
      and gas industry in the United States and with suitable experience of complex
      commercial disputes.

     

    (d) Seat,
      Discovery, Hearing.
      The
      seat of the arbitration shall be Salt Lake City, Utah. The evidentiary hearing
      shall be transcribed by a certified court reporter. The Tribunal shall determine
      the appropriate procedural rules, including the admissibility of evidence,
      subject to any procedures specified in this Agreement or the Rules. Within
      twenty (20) Days after the arbitration is commenced, the Parties shall confer
      and attempt to agree on the disclosure of specific documents or narrowly-defined
      categories of documents that are reasonably expected to be material to the
      issues in the Dispute and the identification of persons likely to have knowledge
      of facts reasonably expected to be material to the issues in the Dispute. If
      the
      Parties are unable to agree on a procedure within ten (10) Days, the Tribunal
      may make orders to any Party to disclose the documents and/or to identify the
      persons described above, which the Parties consent in advance to obey. If a
      Party fails or refuses to comply with an order for discovery, the Tribunal
      may
      take that failure into account when deciding the issues and may infer that
      the
      evidence not produced would have supported the opposing Party’s claims. Any
      applicable legal privileges against disclosure shall be recognized. Within
      thirty (30) Days after completion of discovery, each Party shall submit by
      overnight delivery to the other Party and the arbitrators a precise Statement
      of
      Claims (or Counterclaims) and the factual and/or legal support therefore,
      including documents and statements of fact and expert witnesses. Within twenty
      (20) Days after receiving such statement, the other Party shall submit by
      overnight delivery to the first Party and the arbitrators a precise Statement
      of
      Defense to the Claims (or Counterclaims) asserted against it and the factual
      and/or legal support therefore, including documents and statements of fact
      and
      expert witnesses. The Tribunal shall conduct a hearing no later than ninety
      (90)
      Days following selection of the third arbitrator, or thirty (30) Days after
      all
      discovery has been completed, whichever is later.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    (e) Award.
      The
      arbitrators shall consider the terms and conditions of this Agreement, and
      any
      relevant evidence and testimony, and shall render their award (the “Award”)
      within
      30 Days following conclusion of the hearing. The Tribunal shall have no power
      to
      award any remedy not authorized by the governing law or barred by this
      Agreement, and they may not rely on any law or legal principle to avoid such
      limitations on remedies. The Award shall be in writing, shall give reasons
      for
      the decisions reached by the Tribunal and shall be signed and dated by the
      arbitrators, and a copy of the award shall be delivered to each of the Parties.
      The award may be made unanimously or by a majority of arbitrators. The award
      shall be final and binding on the parties and may be confirmed in, and judgment
      upon the award entered by, any court having jurisdiction over the Parties.
      The
      Tribunal’s award shall be entitled to all of the protections and benefits of a
      final judgment as to any Dispute, including compulsory counterclaims, that
      were
      or could have been presented to the Tribunal, and shall be final and binding
      on
      the Parties and non-appealable to the maximum extent permitted by law. The
      Award
      shall provide for interest on the Award at a per annum rate which shall be
      two
      percentage points above the U.S. prime rate as published in the Wall Street
      Journal (or such other publications as the arbitrators select) in effect on
      the
      date of the Award, commencing on the 31st Day following delivery of the Award
      to
      the Parties and continuing until the Award and any accrued interest is paid
      in
      full. 

     

    (f) Exclusive
      Method of Resolving Claims; Assistance of Courts.
      If a
      Party refuses to honor its obligations under this agreement to arbitrate, the
      other Party may obtain appropriate relief staying such litigation and/or
      compelling arbitration in any court having jurisdiction over the refusing Party;
      each Party hereby consenting to the non-exclusive personal jurisdiction and
      venue in the federal and State courts in Salt Lake City, Utah for the purpose
      of
      enforcing this Agreement. Notwithstanding Section
      13.7(a),
      a Party
      may seek interim or injunctive relief from the courts to aid arbitration or
      preserve the status quo ante between the Parties pending the completion of
      the
      arbitration. After a Tribunal has been formed, it shall also have the power
      to
      issue interim remedies, provisional measures or partial awards as it deems
      appropriate. Each Party agrees that arbitration pursuant to this Section
      13.7
      shall be
      the exclusive method for resolving all Disputes and that it will not commence
      an
      action or proceeding, except as provided in this Section
      13.7.

     

    (h) Costs.
      The
      Tribunal shall have the authority to assess the costs and expenses of the
      arbitration proceeding (including the arbitrators’ fees and expenses) against
      either or both parties. Each Party shall bear its own attorneys’ fees and other
      legal costs; provided, however, that any costs incurred by a Party in seeking
      judicial enforcement of any Award shall be chargeable to and borne exclusively
      by the Party against whom such court order is obtained.

     

    13.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Utah, U.S.A., without regard to any choice of law principles that
      would
      direct the application of the law of another jurisdiction.

     

    13.9 Assignment;
      Delegation.
      The rights and obligations of any Party under this Agreement may not be assigned
      or delegated without the prior written consent of the other Party, and any
      assignment or delegation not in compliance with the foregoing shall be null
      and
      void, provided that, (i) either Party may assign or delegate its rights or
      obligations hereunder to any of its Affiliates without the other Party’s
      consent, provided that no such assignment or delegation 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    shall
      relieve the assigning or delegating Party from any obligation hereunder, (ii)
      Supplier
      may assign or delegate its rights or obligations hereunder without Refiner’s
      consent in connection with the sale of all or substantially all of its Uinta
      Basin, Utah producing properties that produce Crude Oil
      and
      (iii) Refiner may assign or delegate its rights or obligations hereunder without
      Supplier’s consent in connection with the sale of the Refinery; provided that,
      with respect to the exceptions set forth in subclauses (ii) and (iii) above
      the
      assignee or delegate must acknowledge its obligations hereunder to the
      nonassigning Party pursuant to an instrument reasonably satisfactory to the
      nonassigning Party and upon assignment the assignor shall be relieved of its
      obligations hereunder to be performed with respect to periods after the
      assignment. All covenants, terms and conditions and provisions of this Agreement
      shall be binding upon the Parties and shall extend to and be binding upon the
      successors and permitted assignees and delegates of the Parties. 

     

    13.10 Time
      and Performance of Essence.
      Time
      and full performance hereunder by the Parties are of the essence in this
      Agreement.

     

    13.11 Nonwaiver;
      No Third-Party Beneficiaries.
      No waiver by any Party of any of its rights with respect to the other Party
      or
      with respect to any matter or default arising in connection with this Agreement
      shall be construed as a waiver of any subsequent right, matter or default
      whether of a like kind or different nature. Any waiver shall be in writing
      signed by the waiving Party. No Party shall be deemed to have waived, released
      or modified any of its rights under this Agreement unless such Party has
      expressly stated, in writing, that it does waive, release or modify such right.
      A waiver shall not be a continuing waiver unless it expressly states otherwise.
      This Agreement is made and entered into for the sole protection and legal
      benefit of the Parties, and their permitted successors and assigns, and no
      other
      Person, other than any Persons who have explicit indemnity rights herein, shall
      be a direct or indirect legal beneficiary of, or have any direct or indirect
      cause of action or claim in connection with, this Agreement; provided that,
      the
      Parties reserve solely to themselves the power to amend or terminate this
      Agreement without the consent of any other Person.

     

    13.12 Counterparts;
      Severability; Survival.
      This
      Agreement may be executed in several counterparts, each of which is an original
      and all of which constitute one and the same instrument. Each Party agrees
      to
      accept the facsimile signature of the other Party and to be bound by its own
      facsimile signature. Except as may otherwise be stated herein, any provision
      hereof that is declared or rendered unenforceable, unlawful or invalid by any
      Governmental Authority, or deemed unenforceable, unlawful or invalid because
      of
      a change in Applicable Law, will not otherwise affect the enforceable, lawful
      or
      valid obligations that arise under this Agreement. If any provision of this
      Agreement is declared unenforceable, unlawful or invalid, the Parties will
      promptly renegotiate to restore this Agreement as near as possible to its
      original intent and effect. All representations, warranties, covenants,
      agreements and obligations made or agreed to herein shall survive the
      termination of this Agreement until the expiration of the applicable statute
      of
      limitations, if any.

     

    13.13 Expenses.
      Except
      as specifically provided herein, each Party will bear its own costs and expenses
      incurred in connection with or arising out of the execution, delivery or
      performance of this Agreement.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    13.14 Further
      Assurances.
      Each of the Parties agrees to take such further actions (including the execution
      and delivery of such further documents and instruments) as the other Party
      may
      reasonably request after the Effective Date to fulfill the purposes of this
      Agreement.

     

    13.15 Entire
      Agreement; Amendment; Drafting.
      This
      Agreement, including any Schedules and Exhibits hereto constitute the entire
      agreement among the Parties relating to the subject matter contemplated by
      this
      Agreement and supersede any prior or contemporaneous agreements or
      representations affecting the same subject matter. No amendment, modification
      or
      change to this Agreement shall be enforceable unless reduced to a writing
      executed by both Parties. The Parties acknowledge that each Party and its
      counsel have participated in the drafting of this Agreement and have reviewed
      and revised this Agreement, and that the rule of construction that any
      ambiguities are to be resolved against the drafting Party shall not be used
      in
      the interpretation of this Agreement.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties hereto have executed this Agreement in the presence of their respective
      representatives duly authorized in this regard on the Day and year first above
      written.

     

    


     

    
      	
              BERRY
                PETROLEUM COMPANY

               

            	
              HOLLY
                REFINING & MARKETING COMPANY - WOODS CROSS

               

            
	
              Per:
                \s\ Ralph J.
                Goehring       

               

            	
              Per:
                \s\David L. Lamp            

               

            
	
              Name: Ralph
                J. Goehring

               

            	
              Name: David
                L. Lamp     

               

            
	
              Title: Executive
                Vice President and Chief  Financial
                Officer

               

            	
              Title:
                President

               

            


    

    


     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    SCHEDULE
      1.1

    DEFINITIONS

     

    In
      the
      Agreement to which this Schedule is attached and in all Schedules thereto,
      the
      following words have the meanings given to such words below:

     

    “Affiliate”
means
      any Person which, directly or indirectly, controls, is controlled by or is
      under
      common control with the applicable Party. For purposes of this definition,
      control of a Person means the power, direct or indirect, to direct or cause
      the
      direction of the management and policies of such Person, whether through
      ownership of voting securities, by contract or otherwise.

     

    “Agreement”
means
      this Crude Oil Supply Agreement, including the Schedules hereto, and any future
      amendments or supplements.

     

    “Applicable
      Laws”
means
      all applicable statutes, regulations, rules, ordinances, codes, licenses,
      permits, orders and approvals of each Governmental Authority having jurisdiction
      over the Parties or crude oil sold and delivered hereunder, including, without
      limitation, Environmental Laws, all health, building, fire, safety and other
      codes, ordinances and requirements, in each case, as amended, and any judicial
      or administrative interpretation thereof, including any applicable judicial
      order, consent, decree, sanction or judgment.

     

    “Applicable
      Time”
means
      the Official U.S. time for the Central Time Zone as calculated by the National
      Institute of Standards and Technology and the U.S. Naval Observatory
(http://www.time.gov).

     

    “Award”
is
      defined in Section
      13.7(f).

     

    “Barrel”
means,
      with respect to crude oil, a unit volume equivalent to (a) 42 United States
      standard gallons of oil, (b) 158.9118 liters or (c) 0.1590 cubic meters measured
      at 60 degrees Fahrenheit or 15.56 degrees Celsius.

     

    “Base
      Annual Volume”
means
      the Base Daily Volume multiplied by the number of Days in a Contract Year or
      the
      applicable 12 month period; provided that any change in the Base Daily Volume
      during such period shall only apply to the Days affected by such
      change.

     

    “Business
      Day”
means
      a
      Day, other than a Saturday, a Sunday or any other Day on which banking
      institutions in New York, New York are required or authorized to be
      closed.

     

    “Claim”
means
      any claim, demand, suit, action, cause of action, assessment, loss, cost,
      expense, Liability, judgment, fine, penalty, interest, payment, damage,
      including costs or expenses of any and all investigations or proceedings and
      reasonable fees and expenses of attorneys, accountants and other
      experts.

     

    “Contract
      Year”
means
      each 12-month period during the Term commencing with the Effective Date;
      provided that the final Contract Year may be less than 12-month if the Term
      expires prior to the expiration of the final 12-month period during the
      Term.

     

    
      
         

      

      
        Schedule
          1.1 - Page 1

        
          

        

      

      
         

      

    

     

    “CPR”
means
      The International Institute for Conflict Prevention &
Resolution.

     

    “Crude
      Oil”
is
      defined in Section
      3.1(a).

     

    “Day”
means
      a
      calendar day, extending from 12:00 A.M. (Midnight) Applicable Time until 11:59
      P.M. Applicable Time, and “Daily” shall have a correlative meaning.

     

    “Defaulting
      Party”
is
      defined in Section
      9.1.

     

    “Delivery
      Point”
is
      defined in Section
      2.3.
      

     

    “Dispute”
is
      defined in Section
      13.7(a).
      

     

    “Dollars”
means
      United States dollars unless expressly provided otherwise.

     

    “Effective
      Date”
is
      defined in the preamble.

     

    “Environmental
      Laws”
means
      any one or more of the following statutes, any amendments thereto and any
      regulations promulgated thereunder, any similar or equivalent state laws, and
      any other applicable federal, state and local laws concerning pollution,
      protection of the environment or the use, storage, handling, treatment,
      management, discharge or disposal of Hazardous Materials, now existing,
      including, but not limited to, the: Comprehensive Environmental Response
      Compensation and Liability Act of 1980 (“CERCLA”), as amended by the Superfund
      Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq.; Solid Waste
      Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976
      (“RCRA”), 42 U.S.C. 6901 et seq.; Federal Water Pollution Control Act, 33 U.S.C.
      1251 et seq.; Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; Clean Air
      Act, 42 U.S.C. 7501 et seq.; and any similar state analogs, in each case, as
      amended, and any judicial or administrative interpretation thereof, including
      any applicable judicial order, consent, decree, sanction or judgment.
      Environmental Laws do not include laws relating to industrial hygiene or worker
      safety.

     

    “Event
      of Default”
is
      defined in Section
      9.1.

     

    “Force
      Majeure”
means
      an event that (a) is not within the reasonable control of the Party (or in
      the
      case of third party obligations or facilities, the third party) claiming Force
      Majeure (the “Claiming
      Party”),
      (b)
      by the exercise of due diligence, the Claiming Party (or third party) is unable
      to overcome or avoid or cause to be avoided and (c) prevents the Claiming Party
      from performing its obligations hereunder. Force Majeure may include, but is
      not
      limited to, the following events to the extent the same meet the standards
      set
      forth in clauses (a), (b) and (c) above: acts of God; act of public enemy;
      war;
      terrorism; lightning; fire; civil disturbance; labor dispute; sabotage; action
      or restraint by court order or Governmental Authority (so long as the Claiming
      Party has not applied for or assisted in the application for, and has opposed,
      to the extent reasonable, such government action); environmental catastrophe;
      inability to obtain permits or utility services or similar events or
      occurrences, provided that such permits or services were promptly applied for;
      or mechanical failures, breakdowns of or damage to the Refinery [or to more
      than
      50% of Supplier’s producing facilities in the Uinta Basin, Utah. For the
      avoidance of doubt, Force Majeure shall not include the availability of a more
      attractive market or source..

     

    
      
         

      

      
        Schedule
          1.1 - Page 2

        
          

        

      

      
         

      

    

     

    “Governmental
      Authority”
means
      the United States federal government or any other national government or any
      provincial, tribal, state, local, departmental or other political subdivision
      of
      any of the foregoing, or any entity, body or authority exercising executive,
      legislative, judicial, regulatory, administrative or other governmental
      functions or any court, department, commission, board, bureau, agency,
      instrumentality or administrative body of any of the foregoing.

     

    “Hazardous
      Materials”
means
      (a) any substance included within the definitions of “hazardous substances,”
“hazardous materials,” “toxic substances,” “pollutant,” “contaminant”,
“hazardous waste” or “solid waste” in any Environmental Law; (b) petroleum,
      including crude oil or any fraction thereof, (c) polychlorinated biphenyls;
      (d)
      asbestos and asbestos containing materials (whether friable or nonfriable);
      (e)
      lead and lead based paint or other lead containing materials (whether friable
      or
      nonfriable); and (f) naturally occurring radioactive materials.

     

    “Historical
      Period Average Prices” means
      average quoted prices for relevant crude oil for the previous 12 consecutive
      Month periods next preceding the Month in which notice is given:

     

    (a) if
      data
      for all the quoted items is available for more than 12 Months, but less than
      24
      Months then the most recent 12 Months shall be used to compute such average
      prices;

     

    (b) if
      data
      for all the quoted items is available for more than 24 Months, but less than
      36
      Months, then the most recent 24 Months shall be used to compute such average
      prices;

     

    (c) if
      data
      for all the quoted items is available for more than 36 Months, but less than
      48
      Months, then the most recent 36 Months shall be used to compute such average
      prices; and

     

    (d) if
      data
      for all the quoted items is available for more than 48 Months, but less than
      60
      Months, then the most recent 48 Months shall be used to compute such average
      prices; and

     

    (e) if
      data
      for all the quoted items is available for more than 60 Months, then the most
      recent 60 Months shall be used to compute such average prices.

     

    “Liability”
means
      any liability, obligation, debt or commitment of any kind (whether known or
      unknown, whether asserted or unasserted, whether absolute or contingent, whether
      accrued or unaccrued, whether liquidated or unliquidated, and whether due or
      to
      become due), including any liability for taxes.

     

    “LP”
means
      the linear programming model as utilized by Refiner.

     

    “Minimum
      Quality Specifications”
is
      defined in Section
      3.1(b).
      

     

    
      
         

      

      
        Schedule
          1.1 - Page 3

        
          

        

      

      
         

      

    

     

    “Month”
means
      a
      calendar month, extending from 12:00 A.M. Applicable Time on the first Day
      of
      such calendar month until 11:59 P.M. Applicable Time on the last Day of such
      calendar month.

     

    “Non-Defaulting
      Party”
is
      defined in Section
      9.2.

     

    “NYMEX”
means
      the New York Mercantile Exchange. 

     

    “Party”
and
      “Parties”
are
      defined in the preamble.

     

    “Person”
or
      “Persons”
means
      any individual, corporation, partnership, limited liability company, trust,
      unincorporated organization, Governmental Authority or any other form of
      entity.

     

    “Price
      Formula”
      is
      defined in Section
      4.1.
      

     

    “Prudent
      Industry Practices”
means
      those practices, methods, standards of safety and acts, which are as a minimum
      in accordance with standards generally observed and applicable to the crude
      pipeline and refining industry in the United States which a reasonable and
      prudent Person would follow in connection with refining facilities similar
      to
      the Refinery to accomplish the desired result lawfully, reliably and
      safely.

     

    “Purchase
      Price”
means
      the price determined using the Price Formula. 

     

    “Refiner”
is
      defined in the preamble.

     

    “Refiner
      Indemnified Party”
means
      Refiner, its Affiliates and their respective officers, directors, employees
      and
      agents.

     

    “Refinery”
is
      defined in the Recitals. 

     

    “Refinery
      Modifications”
means
      the design, engineering, construction, startup and operation of modifications
      to
      the Refinery such that the Refinery is capable of processing not less than
      5000
      Barrels per Day of Crude Oil.

     

    “Refinery
      Modification Completion”
means
      that the Refinery Modifications have been successfully completed and are
      operational, in the sole judgment of Refiner. 

     

    “Supplier”
is
      defined in the preamble.

     

    “Supplier
      Indemnified Party”
means
      Supplier, its Affiliates and their respective officers, directors, employees
      and
      agents.

     

    “Term”
is
      defined in Section
      5.1.

     

    “WTI,
      Cushing”
means
      the New York Mercantile Exchange (NYMEX) calendar month average light sweet
      crude oil front month contract price for the month of delivery.

     

    
      
         

      

      
        Schedule
          1.1 - Page 4

        
          

        

      

      
         

      

    


    SCHEDULE
      2.1

     

    QUALITY
      RANGES OF CRUDE OIL

     

    


     

    
      	
              Property

               

            	
              Test
                Methodology

               

            	
              Units

               

            	
              Typical
                Range

               

            	
              MIN/MAX

               

            
	
              API
                Density

               

            	
              ASTM-D4052

               

            	
              °
                API

               

            	
              35

               

            	
              30/40

               

            
	
              Sulfur

               

            	
              ASTM-D4294

               

            	
              wt
                %

               

            	
              0.1

               

            	
              0/0.1

               

            
	
              Distillation

               

            	
              ASTM-D1160

               

            	 	
              See
                Below

               

            	 
	
              Water
                Content

               

            	 	
              Vol.
                %

               

            	
              1.5

               

            	
              0/2.0

               

            
	 	 	 	 	 


    

    


     

     TBP
      by
      Simulated Distillation 

    


    Percent
      off                    
Temp F

    


    5          
 313

    
      	 	
              10

            	
              392

            


    

    
      	 	
              20

            	
              515

            


    

    
      	 	
              30

            	
              616

            


    

    
      	 	
              40

            	
              702

            


    

    
      	 	
              50

            	
              776

            


    

    
      	 	
              60

            	
              843

            


    

    
      	 	
              70

            	
              930

            


    

    
      	 	
              80

            	
              964

            


    

    
      	 	
              90

            	
              1034

            


    

    


     

     

    
      
        
        

      

      
        Schedule 2.3 -
          Page 1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.3

     

    DELIVERY
      POINT

     

    


     

    Berry
      to
      supply locations of lease tankage where its Uinta Basin, Utah production will
      be
      delivered to Refiner from time to time.

     

    


     

    


    
      
         

      

      
        Schedule 2.3
          - Page 1

        
          

        

      

      
         

      

    

     


    SCHEDULE
      3.2

     

    QUALITY
      TESTING PROCEDURES

     

    


     

    
      
         

      

      
        Schedule 3.2
          - Page 1

        
          

        

      

      
         

      

    

    


     


    SCHEDULE
      3.3

     

    MEASUREMENT
      PROCEDURES

     

    All
      measurements shall be made from static tank gauges on a 100 percent tank table
      basis or by positive displacement meters or by approved custody transfer meter.
      All measurements and tests shall be made in accordance with the latest
      applicable API, ASTM or ASME-API (Petroleum PD Meter Code) published methods.
      Volume and gravity shall be adjusted to 15.56oC (60oF) by the use of Tables 6A
      and 5A of the Petroleum Measurement Tables ASTM Designation D1250 in their
      latest revision. 

     

    


    
      
         

      

      
        Schedule 3.3
          - Page 1

        
          

        

      

      
         

      

    

     

     


    SCHEDULE
      7.8

     

    CONTINUING
      GUARANTY

     

    WHEREAS,
      Holly Refining & Marketing Company - Wood Cross (hereinafter referred to as
      "CUSTOMER") has requested Berry Petroleum Company, and any of its Subsidiaries,
      Affiliates or Divisions (hereinafter collectively referred to as "BERRY"),
      to
      supply and/or exchange or to continue to supply and/or exchange crude oil and
      petroleum products and any related charges and services (hereinafter referred
      to
      as "PRODUCT") to CUSTOMER; and

     

    WHEREAS,
      Berry has requested this Guaranty from HOLLY CORPORATION (here-in-after referred
      to as "GUARANTOR"), parent company of CUSTOMER:

     

    NOW,
      THEREFORE, in order to induce BERRY to continue to extend credit to CUSTOMER
      and
      in consideration of BERRY’s entering into that certain Crude Oil Supply
      Agreement dated February 27, 2007 (“CONTRACT”) with CUSTOMER and of the first
      PRODUCT delivered by Berry to CUSTOMER on credit after the execution of the
      CONTRACT which GUARANTOR acknowledges is sufficient consideration for the
      issuance of this Guaranty by GUARANTOR, GUARANTOR hereby guarantees to BERRY
      the
      full and prompt payment to BERRY of all Indebtedness which CUSTOMER hereafter
      incurs for PRODUCT which BERRY sells and/or exchanges to CUSTOMER or otherwise
      for CUSTOMER’s performance of the CONTRACT (“Indebtedness”) so long as the
      CONTRACT is in full force and effect and until CUSTOMER has fully performed
      the
      CONTRACT.

     

    Notwithstanding
      any other provision of this GUARANTY, (a) GUARANTOR’S liability under this
      GUARANTY shall not exceed the aggregate amount of $25,000,000 and (b)
      GUARANTOR’S liability under this GUARANTY shall terminate automatically on July
      1, 2013, but such termination shall not relieve GUARANTOR from liability for
      any
      Indebtedness covered by this GUARANTY and incurred by CUSTOMER prior to July
      1,
      2013. 

     

    In
      the
      event of nonpayment by CUSTOMER of any indebtedness covered by this Guaranty,
      BERRY may enforce its rights or remedies against either CUSTOMER or GUARANTOR
      in
      such manner as it may in its sole discretion determine, and may proceed upon
      the
      GUARANTY herein contained without first proceeding either against CUSTOMER
      or to
      enforce any lien rights and further may exercise its rights and remedies
      simultaneously against both CUSTOMER and GUARANTOR. GUARANTOR specifically
      acknowledges that the obligations under this GUARANTY shall remain in full
      force
      and effect notwithstanding any bankruptcy or reorganization case or proceeding
      concerning CUSTOMER.

     

    This
      GUARANTY shall be governed by and construed in accordance with the laws of
      the
      State of Utah and, to the extent controlling, laws of the United States of
      America.

     

    GUARANTOR
      authorizes BERRY, either before or after revocation hereof, without notice
      to or
      demand on GUARANTOR and without affecting GUARANTOR’s liability hereunder, from
      time to time to: (a) alter, compromise, renew, extend, accelerate or otherwise
      change the time for payment of, or otherwise change the terms of the CONTRACT
      or
      any part thereof, including increase or decrease of the rate of interest
      thereon; and (b) apply payments received by BERRY from CUSTOMER to any
      Indebtedness of CUSTOMER to BERRY, in such order as BERRY 

     

    
      
         

      

      
        Schedule 7.8
          - Page 1

        
          

        

      

      
         

      

    

     

    shall
      determine in its sole discretion, whether or not any such Indebtedness is
      covered by this GUARANTY, and GUARANTOR hereby waives any provision of law
      regarding application of payments which specifies otherwise. BERRY may with
      notice assign this GUARANTY in whole or in part.

     

    GUARANTOR
      has established adequate means of obtaining from CUSTOMER on a continuing basis
      financial and other information pertaining to CUSTOMER’s financial condition.
      GUARANTOR agrees to keep adequately informed from such means of any facts,
      events or circumstances that might in any way affect GUARANTOR’s risks
      hereunder, and GUARANTOR further agrees that BERRY shall have no obligation
      to
      disclose to GUARANTOR any information or material about CUSTOMER that is
      acquired by BERRY in any manner. 

     

    All
      reasonable and actually incurred payments, advances, charges, costs and
      expenses, including reasonable attorney fees, made or incurred by BERRY in
      the
      enforcement of this GUARANTY or in the collection of any of the Indebtedness
      of
      CUSTOMER to BERRY shall be paid by GUARANTOR promptly upon demand, and, if
      not
      paid within 10 days of receiving notice, together with interest at a rate per
      annum equal to the interest rate being charged by BERRY’s primary lender to
      BERRY under outstanding credit facilities.

     

    This
      GUARANTY represents the final agreement between GUARANTOR and BERRY may not
      be
      contradicted by evidence of prior, contemporaneous or subsequent oral agreements
      of the parties. There are no unwritten oral agreements between GUARANTOR and
      BERRY.

     

    HOLLY
      CORPORATION

    


    


     

    Date:_____________________                   
By: 


     

     

    


     

    
      
         

      

      
        Schedule 7.8
          - Page 2

        
          

        

      

      
         

      

    

     


    SCHEDULE
      11.1A

     

    CONTINUING
      GUARANTY (FOR EXTENSION PERIOD)

     

    WHEREAS,
      Holly Refining & Marketing Company - Wood Cross (hereinafter referred to as
      "CUSTOMER") has requested Berry Petroleum Company, and any of its Subsidiaries,
      Affiliates or Divisions (hereinafter collectively referred to as "BERRY"),
      to
      supply and/or exchange or to continue to supply and/or exchange crude oil and
      petroleum products and any related charges and services (hereinafter referred
      to
      as "PRODUCT") to CUSTOMER; and

     

    WHEREAS,
      Berry has requested this Guaranty from HOLLY CORPORATION (here-in-after referred
      to as "GUARANTOR"), parent company of CUSTOMER:

     

    NOW,
      THEREFORE, in order to induce BERRY to continue to extend credit to CUSTOMER
      and
      in consideration of BERRY’s entering into an extension of the Term under that
      certain Crude Oil Supply Agreement dated February 27, 2007 (“CONTRACT”) with
      CUSTOMER and of the first PRODUCT delivered by Berry to CUSTOMER on credit
      after
      the extension of the Term of the CONTRACT which GUARANTOR acknowledges is
      sufficient consideration for the issuance of this Guaranty by GUARANTOR,
      GUARANTOR hereby guarantees to BERRY the full and prompt payment to BERRY of
      all
      Indebtedness which CUSTOMER hereafter incurs for PRODUCT which BERRY sells
      and/or exchanges to CUSTOMER or otherwise for CUSTOMER’s performance of the
      CONTRACT during the extension of the Term (“Indebtedness”) so long as the
      CONTRACT is in full force and effect and until CUSTOMER has fully performed
      the
      CONTRACT.

     

    Notwithstanding
      any other provision of this GUARANTY, (a) GUARANTOR’S liability under this
      GUARANTY shall not exceed the aggregate amount of $25,000,000 and (b)
      GUARANTOR’S liability under this GUARANTY shall terminate automatically on
      [insert expiration date of term extension], but such termination shall not
      relieve GUARANTOR from liability for any Indebtedness covered by this GUARANTY
      and incurred by CUSTOMER prior to [repeat date]. 

     

    In
      the
      event of nonpayment by CUSTOMER of any indebtedness covered by this Guaranty,
      BERRY may enforce its rights or remedies against either CUSTOMER or GUARANTOR
      in
      such manner as it may in its sole discretion determine, and may proceed upon
      the
      GUARANTY herein contained without first proceeding either against CUSTOMER
      or to
      enforce any lien rights and further may exercise its rights and remedies
      simultaneously against both CUSTOMER and GUARANTOR. GUARANTOR specifically
      acknowledges that the obligations under this GUARANTY shall remain in full
      force
      and effect notwithstanding any bankruptcy or reorganization case or proceeding
      concerning CUSTOMER.

     

    This
      GUARANTY shall be governed by and construed in accordance with the laws of
      the
      State of Utah and, to the extent controlling, laws of the United States of
      America.

     

    
      
         

      

      
        Schedule 11.1A
          - Page 1

        
          

        

      

      
         

      

    

     

    GUARANTOR
      authorizes BERRY, either before or after revocation hereof, without notice
      to or
      demand on GUARANTOR and without affecting GUARANTOR’s liability hereunder, from
      time to time to alter, compromise, renew, extend, accelerate or otherwise change
      the time for payment of, or otherwise change the terms of the CONTRACT or any
      part thereof, including increase or decrease of the rate of interest thereon.
      BERRY may with notice assign this GUARANTY in whole or in part only connection
      with an assignment permitted pursuant to the CONTRACT.

     

    GUARANTOR
      has established adequate means of obtaining from CUSTOMER on a continuing basis
      financial and other information pertaining to CUSTOMER’s financial condition.
      GUARANTOR agrees to keep adequately informed from such means of any facts,
      events or circumstances that might in any way affect GUARANTOR’s risks
      hereunder, and GUARANTOR further agrees that BERRY shall have no obligation
      to
      disclose to GUARANTOR any information or material about CUSTOMER that is
      acquired by BERRY in any manner. 

     

    All
      reasonable and actually incurred payments, advances, charges, costs and
      expenses, including reasonable attorney fees, made or incurred by BERRY in
      the
      enforcement of this GUARANTY or in the collection of any of the Indebtedness
      of
      CUSTOMER to BERRY shall be paid by GUARANTOR promptly upon demand, and, if
      not
      paid within 10 days of receiving notice, together with interest at a rate per
      annum equal to the interest rate being charged by BERRY’s primary lender to
      BERRY under outstanding credit facilities.

     

    This
      GUARANTY represents the final agreement between GUARANTOR and BERRY may not
      be
      contradicted by evidence of prior, contemporaneous or subsequent oral agreements
      of the parties. There are no unwritten oral agreements between GUARANTOR and
      BERRY.

     

    HOLLY
      CORPORATION

    


    


    


    Date:_____________________                 By:                                                      
       

     

     

    
      
         

      

      
        Schedule 11.1A
          - Page 2