Exhibit 10.1


 


Confidential Portions Redacted
and Filed with the Commission pursuant to 17 CFR 200.83.


“~~~” Symbolizes Language Omitted
Pursuant to an Application For Confidential Treatment.


 


EXXONMOBIL
OIL CORPORATION — CRUDE CONTRACT


 


	
  AGREEMENT

  	
   

  	
  TODAY’S

  	
   

  
	
  DATE:

  	
   

  	
  08/19/2009

  	
   

  	
  DATE:

  	
  10/05/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TO:

  	
  BERRY PETROLEUM CO

  	
  FROM:

  	
   

  	
  EXXONMOBIL OIL CORPORATION

  
	
   

  	
  RON CROSS (303.999.4141)

  	
   

  	
   

  	
  ~~~

  	
   

  
	
   

  	
  3039994141   (FAX)

  	
   

  	
   

  	
   

  	
  ~~~    (FAX)

  
							



 


THIS FORMALIZES OUR AGREEMENT TO AMEND
THE REFERENCED AGREEMENT, WHICH HAD AN EFFECTIVE DATE OF 08/19/2009 ENTERED
INTO BETWEEN EXXONMOBIL OIL CORPORATION, HEREINAFTER KNOWN AS “EXXONMOBIL”, AND
BERRY PETROLEUM CO (HEREINAFTER CALLED “CUSTOMER”), AS SUCH AGREEMENT MAY HAVE
BEEN AMENDED THEREAFTER FROM TIME TO TIME.


 


	
  EXXONMOBIL

  	
   

  	
   

  
	
  CONTRACT:

  	
  BRRY1403TE

  	
  CUSTOMER

  
	
   

  	
  7017521

  	
  CONTRACT:

  



 


AMENDMENT INTENT:


PER BERRY PETROLEUM’S REQUEST, BELOW DATE OF
AMENDMENT ON CONTRACT IS BEING CHANGED TO 9/29/10 TO COINCIDE WITH DATE THAT
BERRY RECEIVED FORMAL BOARD APPROVAL.


PLEASE NOTE, HOWEVER, THAT DUE TO A RECENT
SYSTEM-WIDE SAP ISSUE, EXXONMOBIL’S EXECUTED DATE OF APPROVAL WILL APPEAR PAST
09/29/10.


************


************


AMENDMENT:    
09/29/10


INITIAL TERMS ARE EXTENDED THROUGH 11/30/2010.


NEW PRICING TERMS WILL BE EFFECTIVE DATE OF 12/01/2010
THRU NOVEMBER 30, 2011 AND 90-DAY EVERGREEN THEREAFTER. ALL OTHER TERMS AND CONDITIONS
REMAIN IN FULL FORCE AND EFFECT.


APPROVED BY ~~~.


************


************


************


CHANGING DELIVERY/LOCATION VERBAGE OF CONTRACT
TO READ AS FOLLOWS:


	
  A.

  	
   

  	
  SECTION 1:

  	
   

  	
  “INTO EXXONMOBIL SJV PIPELINE VIA EXXONMOBIL
  DUVALL VIA SHELL PIPELINE FROM BERRY CENTRAL LEASES.”

  
	
  B.

  	
   

  	
  SECTION 4:

  	
   

  	
  “INTO CONOCOPHILLIPS COMMON CARRIER PIPELINE
  LINE 100) FROM FORMAX LEASES.”

  
	
   

  	
   

  	
   

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
  NOTE:         “TOTAL
  CONTRACT VOLUME ......

  
	
   

  	
   

  	
   

  	
   

  	
  LIMITED TO 100% OF
  THE LEASE PRODUCTION AT BERRY CENTRAL, ...”

  



REQUESTED BY BERRY PETROLEUM (RON CROSS),
APPROVED BY ~~~  -   09/24/09.


************


************


 


EXXONMOBIL RECEIVES (BUYS) :


 


	
  CRUDE TYPE:

  	
  01)

  	
  SAN JOAQUIN VALLEY.

  
	
   

  	
  02)

  	
  SAN JOAQUIN VALLEY.

  
	
   

  	
  03)

  	
  SAN JOAQUIN VALLEY.

  



 


1

















 


	
   

  	
  04)

  	
  SAN JOAQUIN VALLEY.

  
	
   

  
	
  VOLUME:

  	
  01)

  	
  4,900 BARRELS PER DAY

  
	
   

  	
  02)

  	
  2,000 BARRELS PER DAY

  
	
   

  	
  03)

  	
  3,300 BARRELS PER DAY

  
	
   

  	
  04)

  	
  2,000 BARRELS PER DAY

  
	
   

  	
   

  	
   

  
	
  PRICE:

  	
  EXXONMOBIL AGREES TO PAY BERRY PETROLEUM CO

  
	
   

  	
  01)

  	
  FORMULA NUMBER:  1000245510

  
	
   

  	
   

  	
  PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF
  CHEVRON/UNOCAL/EXXONMOBIL/ SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY
  SUNSET CRUDE OIL DURING THE DELIVERY MONTH, 
  ~~~ $~~~ PER NET BARREL DIFFERENTIAL, ADJUSTED FOR ACTUAL GRAVITY
  DELIVERED BASED ON THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING
  COMPANY GRAVITY SCALES. 

  
	
   

  	
   

  	
  DELIVERIES TO BE DEEMED EQUAL DAILY
  QUANTITES.

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  DELIVERY
  VOLUME/LOCATION:       APPROXIMATELY 4.9
  KBD INTO EXXONMOBIL SJV PIPELINE VIA EXXONMOBIL DUVALL VIA SHELL PIPELINE FROM
  BERRY CENTRAL LEASES.

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
   

  
	
   

  	
  02)

  	
   

  	
  FORMULA NUMBER:
  1000245511

  
	
   

  	
   

  	
  PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF
  CHEVRON/UNOCAL/EXXONMOBIL/ SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY
  SUNSET CRUDE OIL DURING THE DELIVERY MONTH, ~~~ $~~~ PER NET BARREL
  DIFFERENTIAL, ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/SHELL
  TRADING COMPANY GRAVITY SCALES.  DELIVERIES
  TO BE DEEMED EQUAL DAILY QUANTITES.

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  DELIVERY
  VOLUME/LOCATION:                      APPROXIMATELY 2.0  KBD INTO
  PLAINS PIPELINE GATHERING LINE FROM ETHEL D.

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  PLEASE NOTE:  INCLUDED IN THE ETHEL D LEASE PROJECTION IS
  THE BERRY 21Z LEASE WHICH IS TRUCKED INTO THE ETHEL D LEASE ~200 B/D
  CURRENTLY.

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
  **********

  
	
   

  	
   

  	
   

  
	
   

  	
  03)

  	
   

  	
  FORMULA
  NUMBER:  1000245512

  
	
   

  	
   

  	
  PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF
  CHEVRON/UNOCAL/EXXONMOBIL/ SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY
  SUNSET CRUDE OIL DURING THE DELIVERY MONTH, ~~~ $~~~ PET NET BARREL
  DIFFERENTIAL.

  
	
   

  	
   

  	
  ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED
  ON THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY
  SCALES. 

  
	
   

  	
   

  	
  DELIVERIES TO BE DEEMED EQUAL DAILY
  QUANTITES.

  
						



 


2

















 


	
   

  	
  **********

  
	
   

  	
  **********

  
	
   

  	
  DELIVERY
  VOLUME/LOCATION:       APPROXIMATELY 3.3
  KBD INTO PLAINS PIPELINE GATHERING LINE FROM FAIRFIELD LEASES.

  
	
   

  	
  **********

  
	
   

  	
  **********

  
	
   

  	
   

  
	
   

  	
  04)

  	
  FORMULA
  NUMBER:  1000245513

  
	
   

  	
  PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF
  CHEVRON/UNOCAL/EXXONMOBIL/ SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY
  SUNSET CRUDE OIL DURING THE DELIVERY MONTH, 
  ~~~ $~~~ PER NET BARREL DIFFERENTIAL, ADJUSTED FOR ACTUAL GRAVITY DELIVERED
  BASED ON THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY
  GRAVITY SCALES.

  
	
   

  	
  DELIVERIES TO BE DEEMED EQUAL DAILY
  QUANTITES.

  
	
   

  	
  **********

  
	
   

  	
  **********

  
	
   

  	
  DELIVERY VOLUME/LOCATIONS:     APPROXIMATELY
  2.0 KBD INTO CONOCOPHILLIPS COMMON CARRIER PIPELINE (LINE 100) FROM FORMAX
  LEASES.

  
	
   

  	
  **********

  
	
   

  	
  **********

  
	
   

  	
  NOTE:

  	
  TOTAL CONTRACT VOLUME IS
  APPROXIMATELY 12, 200 BARRELS PER DAY 
  — LIMITED TO 100% OF THE LEASE PRODUCTION AT BERRY CENTRAL, ETHEL D,
  FORMAX, AND FAIRFIELD LEASES.

  
	
   

  	
   

  	
   

  
	
  +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

  
	
   

  	
  THE FOLLOWING ADDITIONAL
  PROVISIONS APPLY TO THE ENTIRETY OF THE CONTRACT:

  
	
   

  	
  1)

  	
  IN THE EVENT THE CRUDE OIL
  WILL BE EXPORTED FROM THE UNITED STATES, BUYER UNDERTAKES TO DETERMINE ANY
  EXPORT LICENSE REQUIREMENTS. TO OBTAIN ANY EXPORT LICENSE OR OTHER OFFICIAL
  AUTHORIZATIOINS, AND TO CARRY OUT ANY CUSTOMS FORMALITIES FOR THE EXPORT OF
  THE CRUDE OIL.

  
	
   

  	
  2)

  	
  MEASUREMENT AND TEST:   ALL CALIFORNIA CRUDE OIL PRODUCTION
  DELIVERED AND RECEIVED BY BOTH PARTIES SHALL NOT EXCEED 3% BS&W.

  
	
   

  	
  3)

  	
  THIS CONTRACT IS TO BE
  CONSIDERED PRIVATE AND CONFIDENTIAL BY BOTH PARTIES. RELEASE OF ANY OF THE
  TERMS OF THIS CONTRACT REQUIRES PRIOR WRITTEN AGREEMENT BY EXXONMOBIL OIL
  CORPORATION.

  
	
   

  	
  *************

  
	
   

  	
  *************

  
	
   

  	
  *************

  
	
   

  	
   

  
	
  DELIVERY:

  	
  01)

  	
  WEST COAST PIPELINE CO AT:
  DUVALL ROAD, CA

  
	
   

  	
  02)

  	
  PLAINS MARKETING &
  AT: ETHEL D, CA

  



 


3

















 


 


	
   

  	
  03)

  	
  PLAINS MARKETING &
  AT: BERRY FAIRFIELD, CA

  
	
   

  	
  04)

  	
  CONOCOPHILLIPS COMMON
  CARRIER AT: FORMAX LEASE, CA

  
	
   

  	
   

  	
   

  
	
  TERMINATION:

  	
  INITIAL TERMS BELOW ARE
  BEING EXTENDED THROUGH NOVEMBER 30, 2010. 
  NEW PRICING TERMS WILL BE EFFECTIVE DECEMBER 1, 2010 THROUGH NOVEMBER
  30, 2011.  FOLLOWING THIS PERIOD, THIS
  AGREEMENT SHALL CONTINUE THEREAFTER ON A MONTH-TO-MONTH BASIS UNLESS EITHER
  PARTY SERVES TERMINATION NOTICE OF AT LEAST 90 DAYS.  IF THE AGREEMENT IS TERMINATED OR NEW TERMS
  ARE NEGOTIATED DURING THE 90-DAY NOTICE PERIOD.  THE TERMINATION OR NEW TERMS WILL BE
  EFFECTIVE ON THE FIRST OF THE CALENDAR MONTH OCCURRING 90 DAYS AFTER NOTICE
  IS SERVED.  FOR EXAMPLE, IF EITHER
  PARTY SERVED NOTICE ON SEPTEMBER 1, 2011, TERMINATION OR ANY NEWLY NEGOTIATED
  TERMS WOULD TAKE EFFECT ON DECEMBER 1, 2011. 
  THE EARLIEST THE AGREEMENT MAY BE TERMINATED IS AT THE END OF THE
  INITIAL TERM UPON SERVING TERMINATION NOTICE ON OR BEFORE SEPTEMBER 1, 2011.

  
	
   

  	
  *************

  
	
   

  	
  *************

  
	
   

  	
  *************

  
	
   

  	
  BEGINNING OCTOBER 1, 2009
  THRU SEPTEMBER 30, 2010. 

  
	
   

  	
  FOLLOWING THIS INITIAL
  PERIOD, THIS AGREEMENT SHALL CONTINUE THEREAFTER ON A MONTH-TO-MONTH BASIS
  UNLESS CONTRACT IS CANCELLED BY EITHER PARTY WITH A 60-DAY NOTICE OF
  CANCELLATION.  FIRST NOTICE OF
  CANCELLATION SHALL NOT BE GIVEN PRIOR TO AUGUST 1, 2010.

  



 


OTHER SPECIAL PROVISIONS:


PLEASE REFER TO CONTRACT
NUMBER BRRY1403TE ON ALL CORRESPONDENCE INCLUDING STATEMENTS AND WIRE TRANSFERS


 


GENERAL TERMS:


CONOCO’S GENERAL PROVISIONS
FOR DOMESTIC CRUDE OIL AGREEMENTS DATED JANUARY 1, 1993 ARE INCORPORATED HEREIN
BY REFERENCE AND MADE PART OF THIS AGREEMENT.  IN THE EVENT OF A CONFLICT BETWEEN THESE
GENERAL TERMS AND CONDITIONS AND THE SPECIFIC TERMS AND CONDITIONS OF THE
AGREEMENT, THE SPECIFIC TERMS AND CONDITIONS SHALL GOVERN.


 


PAYMENT TERMS:


IN CONSIDERATION FOR THE MUTUAL EFFICIENCIES
ARISING FROM NET  SETTLEMENT,
UNLESS OTHERWISE SPECIFIED, THE PARTIES WILL USE THE  FOLLOWING
PROCEDURE, EXCEPT AS TO CONTRACTS FOR THE DELIVERY OF  CRUDE OIL AND/OR CONDENSATE DELIVERED BY TANKER(S) AND CONTRACTS  SECURED BY PREPAYMENT AND/OR DOCUMENTARY LETTER(S) OF CREDIT,
WHICH  SHALL BE EXCLUDED FROM THIS CLAUSE AND
PAID ACCORDING TO THE PROVISIONS  OF
THE APPLICABLE CONTRACTS BETWEEN THE PARTIES. 
THE PARTIES SHALL


 


4

















 


CONTINUE TO ISSUE INVOICES.  IN ACCORDANCE WITH CONTRACT TERMS,  IN THE  NORMAL
COURSE OF BUSINESS. ON OR BEFORE THE 20TH CALENDAR DAY (OR THE  PRECEDING BUSINESS DAY,   IF THE
20TH IS NOT A BUSINESS DAY) OF THE MONTH  FOLLOWING
THE MONTH DURING WHICH DELIVERIES OCCUR PURSUANT TO TERMS OF  CONTRACTS BETWEEN THE PARTIES, THE PARTIES WILL COMMUNICATE AND CONFIRM  THE INVOICED AMOUNTS TO BE INCLUDED IN THE NET PAYMENT (OR NET  SETTLEMENT) OF ACCOUNTS.  ANY
REMAINING BALANCE SHALL BE PAID BY THE  PARTY
OWING SUCH AMOUNT TO THE OTHER PARTY ON THE DATE THE GROSS  AMOUNTS ARE DUE PER THE CONTRACTS.


 


TITLE TRANSFER:


BY TRANSFER FROM DELIVERING PARTY’S TO
RECEIVING PARTY’S ACCOUNT AT THE  LOCATION(S) DESCRIBED
HEREIN, AT WHICH POINT(S) TITLE SHALL PASS AS  EVIDENCED
BY RUN TICKETS/ALLOCATION STATEMENTS ISSUED BY THE CARRIER(S)  INVOLVED.


 


FINAL AGREEMENT:


THIS CONTRACT, INCLUDING THE ABOVE
REFERENCED GENERAL TERMS COMPRISES  THE
ENTIRE AGREEMENT BETWEEN THE PARTIES AND MERGES AND SUPERSEDES ALL  PRIOR REPRESENTATIONS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO  COVERING THE SUBJECT MATTER HEREOF.


 


ASSIGNMENT CLAUSE:


NEITHER PARTY SHALL ASSIGN THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN  CONSENT
OF THE OTHER.  NOTWITHSTANDING THE
FOREGOING, EXXONMOBIL OIL  CORPORATION
SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO AN  AFFILIATE
WITHOUT WRITTEN CONSENT, BY PROVIDING WRITTEN NOTICE TO THE  OTHER PARTY.


 


DOCUMENTATION INSTRUCTIONS:


THIS DOCUMENT EVIDENCES OUR
UNDERSTANDING OF THE ENTIRE AGREEMENT AND  SHALL
CONSTITUTE THE FORMAL CONTRACT. PLEASE CONFIRM BY IMMEDIATE FAX  TO THE EXXONMOBIL CONTRACT ADMINISTRATOR THAT THE ABOVE IS IN  ACCORDANCE WITH YOUR UNDERSTANDING. 
ABSENT WRITTEN NOTICE OF  OBJECTION,
WE ASSUME YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.  YOUR  RESPONSE
SHOULD REFLECT THE APPROPRIATE PARTY IN YOUR ORGANIZATION WHO  HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT.


***


INVOICES TO EXXONMOBIL SHOULD BE MAILED
OR FAXED AS FOLLOWS:


EXXONMOBIL OIL CORPORATION


~~~


* * *


 


EXXONMOBIL CONTRACT ADMINISTRATOR:  ~~~


 


EXCEPT AS NOTED ABOVE, ALL OTHER PROVISIONS FOR
THE AGREEMENT REMAIN UNCHANGED.  PLEASE
ACKNOWLEDGE RECEIPT OF THIS CONFIRMATION BY RETURN FAX TO ~~~.  ABSENT WRITTEN


 


5

















 


NOTICE OF OBJECTION, WE ASSUME YOUR ACCEPTANCE
OF THESE TERMS AND CONDITIONS.


 


 


	
  SIGNATURE: ~~~

  	
  DATE: 10/05/2010

  



 


6