ex_10-1.htm


    
      

      

    

    Exhibit 10.1


    
       

      
         

        
          FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

           

          THIS
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called the
“Amendment”) made as of October 17, 2008 by and among BERRY PETROLEUM COMPANY, a
Delaware corporation (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as administrative agent (“Administrative Agent”), and the
Lenders party to the Original Credit Agreement defined below
(“Lenders”).

           

          W I T N E
S S E T H:

           

          WHEREAS,
Borrower, Administrative Agent and Lenders entered into that certain Amended and
Restated Credit Agreement dated as of July 15, 2008 (as amended, supplemented,
or restated to the date hereof, the “Original Credit Agreement”), for the
purpose and consideration therein expressed, whereby Lenders became obligated to
make loans to Borrower as therein provided; and

           

          WHEREAS,
Borrower, Administrative Agent and Lenders desire to amend the Original Credit
Agreement as set forth herein;

           

          NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein and in the Original Credit Agreement, in
consideration of the loans which may hereafter be made by Lenders to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as
follows:

           

          ARTICLE
I.

           

          


           

          DEFINITIONS AND
REFERENCES

           

          §
1.1. Terms Defined in the
Original Credit Agreement.  Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the
Original Credit Agreement shall have the same meanings whenever used in this
Amendment.

           

          §
1.2. Other Defined
Terms.  Unless the context otherwise requires, the following
terms when used in this Amendment shall have the meanings assigned to them in
this Section 1.2.

           

          “Amendment” means this
First Amendment to Amended and Restated Credit Agreement.

           

           “Credit Agreement”
means the Original Credit Agreement as amended hereby.

           

          “Original Omnibus
Certificate” means the Omnibus Certificate dated July 15, 2008 executed
and delivered by officers of Borrowers pursuant to the Original Credit
Agreement.

           

          


           

          ARTICLE
II.

           

          


           

          AMENDMENTS TO ORIGINAL
CREDIT AGREEMENT

           

          §
2.1. Definitions.

           

          (a)           The
following definitions in Section 1.1 of the Original Credit Agreement are hereby
amended in their entirety to read as follows:

           

          “'Availability' means
on any day during the Commitment Period, the unused portion of the lesser of the
Aggregate Commitment or the Borrowing Base, determined for such day by deducting
from such lesser amount at the end of such day, the Facility
Usage.”

           

          “'Base Rate' means, for
any day, the rate per annum equal to the highest of (a) the Federal Funds Rate
for such day plus one-half of one percent (.5%), (b) the Prime Rate for such day
and (c) the One-Month Eurodollar Rate for such day.  Any change in the
Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the
One-Month Eurodollar Rate shall be effective on the effective date of such
change in the Prime Rate or Federal Funds Rate or the One-Month Eurodollar
Rate.  As used in this definition, “Prime Rate” means, at
any time, the per annum rate of interest most recently announced within Wells
Fargo at its principal office in San Francisco as its Prime Rate, with the
understanding that Wells Fargo’s Prime Rate is one of its base rates and serves
as the basis upon which effective rates of interest are calculated for those
loans making reference thereto, and is evidenced by the recording thereof after
its announcement in such internal publication or publications as Wells Fargo may
designate.  Each change in the Prime Rate will be effective on the day
the change is announced within Wells Fargo.”

           

          “'Base Rate Margin'
means, on any day, the following percentages per annum based on the Utilization
Percentage as set forth below:

           

          
            	 
      	
                     

                    Utilization
      Percentage

                     

                  	
                     

                    Base
      Rate Margin

                     

                  
	
                    Level
      1

                  	
                    < 50%

                  	
                    1.375%

                  
	
                    Level
      2

                  	
                    ≥
      50% but < 75%

                  	
                    1.625%

                  
	
                    Level
      3

                  	
                    ≥
      75% but < 90%

                  	
                    1.875%

                  
	
                    Level
      4

                  	
                    ≥
      90%

                  	
                    2.125%”

                  


          

          


          “'Borrowing Base'
means, at the particular time in question, either the amount provided for in §
2.8 or the amount determined by Administrative Agent and Required Lenders (or in
the case of an increase in the Borrowing Base, all Lenders) in accordance with
the provisions of § 2.9; provided, however, that in no
event shall the Borrowing Base ever exceed the Maximum Credit
Amount.”

           

          “'Commitment Fee Rate'
means, on any day, the following percentages per annum based on the Utilization
Percentage set forth below; provided that the outstanding Swing Line Loans shall
be excluded for purposes of calculating the Commitment Fee Rate:

           

          
            	 
      	
                     

                    Utilization
      Percentage

                     

                  	
                     

                    Commitment
      Fee

                  
	
                    Level
      1

                  	
                    < 50%

                  	
                    0.30%

                  
	
                    Level
      2

                  	
                    ≥
      50% but < 75%

                  	
                    0.35%

                  
	
                    Level
      3

                  	
                    ≥
      75% but < 90%

                  	
                    0.40%

                  
	
                    Level
      4

                  	
                    ≥
      90%

                  	
                    0.50%”

                  


          

          


          “'Eurodollar Margin'
means, on any day, the following percentages per annum based on the Utilization
Percentage as set forth below:

           

          
            	 
      	
                     

                    Utilization
      Percentage

                     

                  	
                     

                    Eurodollar
      Margin

                  
	
                    Level
      1

                  	
                    <
      50%

                  	
                    1.375%

                  
	
                    Level
      2

                  	
                    ≥
      50% but < 75%

                  	
                    1.625%

                  
	
                    Level
      3

                  	
                    ≥
      75% but < 90%

                  	
                    1.875%

                  
	
                    Level
      4

                  	
                    ≥
      90%

                  	
                     2.125%”

                  


          

          


           

           “'Maturity Date' means
July 15, 2012.”

           

          (b)           The
following new definitions are hereby added to Section 1.1 in the Original Credit
Agreement in alphabetical order to read as follows:

           

          “'Accordion Increased
Amount' means $1,250,000,000.”

           

          “'One-Month Eurodollar
Rate' means, for any day for any Base Rate Loan within a Borrowing, (a)
the interest rate per annum (carried out to the fifth decimal place) equal to
the applicable London interbank offered rate for deposits in the requested
currency appearing on the Reuters Reference LIBOR01 page for such currency as of
11:00 a.m. (London time) on such day with a term equivalent to one month, or (b)
in the event the rate referenced in the preceding subsection (a) does not appear
on such page or service or such page or service shall cease to be available, the
rate per annum (carried out to the fifth decimal place) equal to the rate
determined by Administrative Agent to be the offered rate on Page BBAM of the
Bloomberg Financial Market Information Service as of 11:00 a.m. (London time) on
such day with a term equivalent to one month, or (c) in the event the rates
referenced in the preceding subsections (a) and (b) are not available, the rate
per annum determined by Administrative Agent using another comparable publicly
available service for displaying London inter-bank offered rates for deposits of
U.S. Dollars with a term equivalent to one month.”

           

          §
2.2. Commitments to Lend;
Notes.  Clause (b)(ii) in the first sentence of Section 2.1 of
the Original Credit Agreement which reads as follows:

           

          “(ii) the Borrowing Base determined as
of the date on which the requestedRevolving Loans are to be made.”

           

          is hereby
amended in its entirety to read as follows:

          


          
            	
                     
      

                  	
                    “(ii)
      the lesser of the Aggregate Commitments or the Borrowing Base determined
      as of the date on which the requested Revolving Loans are to be
      made.”

                  


          

          


          §
2.3. Swing Line Loans. The
first sentence of Section 2.5 (c) of the Original Credit Agreement which reads
as follows:

           

          
            	
                     
      

                  	
                    “Each
      Swing Line Loan shall bear interest on the outstanding principal amount
      thereof from the applicable borrowing date at a rate per annum equal to
      the Adjusted Base Rate.”

                  


          

           

          
            	
                     
      

                  	
                    is
      hereby amended in its entirety to read as
  follows:

                  


          

           

          
            	
                     
      

                  	
                    “Each
      Swing Line Loan shall bear interest on the outstanding principal amount
      thereof from the applicable borrowing date at a rate per annum equal to
      the Adjusted Base Rate or at such other rate per annum as may be agreed
      upon in writing by Borrower and Swing Line
  Lender.”

                  


          

           

          §
2.4. Mandatory
Prepayments.  The beginning of the first sentence of Section
2.7 (a) of the Original Credit Agreement which reads as follows:

           

          “(a)           If
at any time the sum of the Facility Usage and the principal amount of SG
Obligations then outstanding is in excess of the Borrowing Base (such excess
being herein called a “Borrowing Base
Deficiency”),...”

          


          is hereby
amended in its entirety to read as follows:

          


          “(a)           If
at any time the sum of the Facility Usage and the principal amount of SG
Obligations then outstanding is in excess of the lesser of the Borrowing Base or
the Aggregate Commitments (such excess being herein called a “Borrowing Base
Deficiency”),...”

          


          §
2.5. Borrowing
Base.  Pursuant to Section 2.9 of the Original Credit Agreement
Lenders hereby agree, and Administrative Agent hereby notifies Borrower, that
the Borrowing Base in effect during the period from the date hereof until the
next Determination Date shall be $1,250,000,000.

           

          §
2.6. Scheduled Determinations of
Borrowing Base.   The first and second sentences of
Section 2.9 (a) of the Original Credit Agreement which reads as
follows:

           

          “By March 15 and September 15 of each
year Borrower shall furnish to each Lender all information, reports and data
which Administrative Agent has then requested concerning Restricted Persons’
businesses and properties (including their Mineral Interests and the reserves
and production relating thereto), together with the Engineering Report described
in Section 6.2(d) or 6.2(e), as applicable.  Within forty-five days
after receiving such information, reports and data, or as promptly thereafter as
practicable, Required Lenders shall agree upon an amount for the Borrowing Base
(provided that all Lenders must agree to any increase in the Borrowing Base) and
Administrative Agent shall by notice to Borrower designate such amount as the
new Borrowing Base available to Borrower hereunder, which designation shall take
effect immediately on the date such notice is sent (herein called a “Determination Date”)
and shall remain in effect until but not including the next date as of which the
Borrowing Base is redetermined.”

           

          is hereby
amended in its entirety to read as follows:

           

          “By March 1 and September 1 of each
year Borrower shall furnish to each Lender all information, reports and data
which Administrative Agent has then requested concerning Restricted Persons’
businesses and properties (including their Mineral Interests and the reserves
and production relating thereto), together with the Engineering Report described
in Section 6.2(d) or 6.2(e), as applicable.  Within thirty days after
receiving such information, reports and data, or as promptly thereafter as
practicable, Required Lenders shall agree upon an amount for the Borrowing Base
(provided that all Lenders must agree to any increase in the Borrowing Base) and
Administrative Agent shall by notice to Borrower designate such amount as the
new Borrowing Base available to Borrower hereunder, which designation shall take
effect immediately on the date such notice is sent (herein called a “Determination Date”)
and shall remain in effect until but not including the next date as of which the
Borrowing Base is redetermined.”

           

          §
2.7. Changes in Aggregate
Commitment.  Section 2.10 of the Original Credit Agreement is
hereby amended in its entirety to read as follows:

           

          “Section
2.10.  Changes in Amount of
Aggregate Commitment

           

          .

           

          (a)           Reductions.  Borrower
may at any time reduce the Aggregate Commitment in whole, or in part ratably
among the Lenders in the amount of $5,000,000 or any higher integral multiple of
$1,000,000, upon at least three Business Days’ written notice to the
Administrative Agent, which notice shall specify the amount of any such
reduction, provided, however, that the amount of the Aggregate Commitment may
not be reduced below the Facility Usage and may not be reinstated, except as provided in Section
2.10(b).

           

          


           

          (b)           Increases.  Borrower
shall have the right (in consultation with Administrative Agent), without the
consent of any of Lenders, to cause from time to time an increase in the
Aggregate Commitment by adding to this Agreement one or more additional Eligible
Assignees to become Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to Administrative Agent and its counsel or by
allowing one or more Lenders to increase their respective Commitments, provided, however, (i) no
Default shall exist, (ii) no such increase shall result in the Aggregate
Commitment exceeding the Accordion Increased Amount, (iii) no such increase
shall be in an amount less than $5,000,000, and (iv) no Lender’s Commitment
shall be increased without such Lender’s consent.

           

          (c)           Procedures for
Increases.  If the Aggregate Commitment is increased in
accordance with Section 2.10 (b), Administrative Agent and Borrower shall
determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify Borrower and Lenders of the final
allocation of such increase and the Increase Effective Date.  As a
condition precedent to such increase, Borrower shall deliver to the
Administrative Agent a certificate of Borrower dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by an authorized
officer of Borrower (i) certifying and attaching the resolutions (or
governing board minutes) adopted by Borrower approving or consenting to such
increase, and (ii) certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and the
other Loan Documents made by it are true and correct in all material respects on
and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier date,
and (B) no Default exists.  Borrower shall prepay any Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.4) to the extent necessary to keep the
outstanding Loans ratable with any revised Percentage Shares arising from any
nonratable increase in the Commitments under this section. This section shall
supersede any provisions in Sections  9.6 or 10.1 to the
contrary.”

           

          §
2.8. Letters of
Credit.  Section 2.11 (a) of the Original Credit Agreement
which reads as follows:

           

          “(a)           the
sum of  the Facility Usage and the principal amount of the SG
Obligations then outstanding does not exceed the Borrowing Base determined as of
the date on which the requested Letter of Credit is to be issued;”

           

          is hereby
amended in its entirety to read as follows:

           

          “(a)           the
sum of  the Facility Usage and the principal amount of the SG
Obligations then outstanding does not exceed the lesser of the Aggregate
Commitments or the Borrowing Base determined as of the date on which the
requested Letter of Credit is to be issued;”

           

          §
2.9. Swing Line
Loans.  The first sentence of Section 2.17 (a) of the Original
Credit Agreement which read as follows:

           

          “(a)           The Swing
Line.  Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.17, to make loans (each such loan, a “Swing Line Loan”) to
Borrower from time to time on any Business Day during the Commitment Period in
an aggregate amount not to exceed at any time outstanding the amount of the
Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Swing Line Lender’s Percentage Share of the outstanding
principal balance of Swing Line Lender’s Revolving Loans, may exceed the amount
of the Swing Line Lender’s Commitment; provided, however, that after
giving effect to any Swing Line Loan, the sum of the Facility Usage and the
principal amount of the SG Obligations then outstanding does not exceed the
Borrowing Base; and provided further that Borrower
shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan.”

          


          is hereby
amended in its entirety to read as follows:

          


          “(a)           The Swing
Line.  Subject to the terms and conditions set forth herein,
the Swing Line Lender, in its sole and absolute discretion, may, in reliance
upon the agreements of the other Lenders set forth in this Section 2.17, to make
loans (each such loan, a “Swing Line Loan”) to
Borrower from time to time on any Business Day during the Commitment Period in
an aggregate amount not to exceed at any time outstanding the amount of the
Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Swing Line Lender’s Percentage Share of the outstanding
principal balance of Swing Line Lender’s Revolving Loans, may exceed the amount
of the Swing Line Lender’s Commitment; provided, however, that (i)
after giving effect to any Swing Line Loan, the sum of the Facility Usage and
the principal amount of the SG Obligations then outstanding does not exceed the
lesser of the Aggregate Commitment or the Borrowing Base determined as of the
date on which the Swing Line Loan is to be made; (ii) that Borrower shall not
use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan; and (iii) the
Swing Line Lender shall have no obligation to make any Swing Line
Loan.”

          


          §
2.10. Books, Financial Statements
and Reports.

           

          (a)           The
first sentence of Section 6.2 (d) of the Original Credit Agreement which
reads as follows:

           

          
            	
                     
      

                  	
                    “By
      March 15 of each year, Borrower will deliver an Engineering Report
      prepared by Independent Engineers as of January 1 of such year, concerning
      all oil and gas properties and interests owned by an Restricted Person
      which are located in or offshore of the United States and which have
      attributable to them Proved
Reserves.”

                  


          

          


          is hereby
amended in its entirety to read as follows:

          


          
            	
                     
      

                  	
                    “By
      March 1 of each year, Borrower will deliver an Engineering Report prepared
      by Independent Engineers as of January 1 of such year, concerning all oil
      and gas properties and interests owned by an Restricted Person which are
      located in or offshore of the United States and which have attributable to
      them Proved Reserves.”

                  


          

          


          (b)           The
first sentence of Section 6.2 (e) of the Original Credit Agreement which
reads as follows:

          


          
            	 	
                    “By
      September 15 of each year, commencing September 15, 2008, and promptly
      following notice of a Special Redetermination under Section 2.9 Borrower
      will deliver an engineering report prepared by Staff Engineers consistent
      in form and scope of the Engineering Reports described in (d) above, as of
      July 1 of such year in the case of Scheduled Redeterminations and as of
      the date specified in Section 2.9(c) in the case of Special
      Redeterminations.”

                  


          

          


          is hereby
amended in its entirety to read as follows:

          


          
            	
                     
      

                  	
                    “By
      September 1 of each year, and promptly following notice of a Special
      Redetermination under Section 2.9 Borrower will deliver an engineering
      report prepared by Staff Engineers consistent in form and scope of the
      Engineering Reports described in (d) above, as of July 1 of such year in
      the case of Scheduled Redeterminations and as of the date specified in
      Section 2.9(c) in the case of Special
  Redeterminations.”

                  


          

          


          §
2.11. Limitation on Credit
Extensions.   Section 7.8 of the Original Credit Agreement
is hereby amended in its entirety to read as follows:

           

          “Section
7.8  Limitation on Credit
Extensions

           

          
            	
                     
      

                  	
                    .  Except
      for Permitted Investments, no Restricted Person will extend credit, make
      advances or make loans other than (i) normal and prudent extensions of
      credit to customers buying goods and services in the ordinary course of
      business, which extensions shall not be for longer periods than those
      extended by similar businesses operated in a normal and prudent manner and
      (ii) seller financing for the sale of the drilling rigs described in
      Section 7.5(e) of this Agreement.”

                  


          

           

          §
2.12. Lenders
Schedule.  Schedule 1 to this Amendment, which immediately
precedes the signature pages, is hereby substituted for Schedule 1 to the
Original Credit Agreement.

           

          §
2.13. Exhibits.  Subsection
(e) of Exhibit B-1 (Borrowing Notice) to the Original Credit Agreement which
reads as follows:

           

          “(e)           The
Facility Usage, after the making of the Loans requested hereby, will not be in
excess of the Borrowing Base on the date requested for the making of such
Loans.”

           

          is hereby
amended in its entirety to read as follows:

           

          “(e)           The
Facility Usage, after the making of the Loans requested hereby, will not be in
excess of the lesser of the Borrowing Base or the Aggregate Commitments on the
date requested for the making of such Loans.”

           

          §
2.14. Commitments and Percentage
Shares.  Each Lender hereby agrees that it shall have a
Commitment and a Percentage Share in the amount set forth opposite such Lender’s
name on the Lenders Schedule attached to this Amendment.  Lenders
hereby authorize Administrative Agent and Borrower to request Loans from the
Lenders, and to make prepayments of Loans in order to ensure that, upon the
effectiveness of this Amendment, the Loans of the Lenders shall be outstanding
on a ratable basis in accordance with their respective Commitments
and  Percentage Shares, and no such borrowing, prepayment or reduction
shall violate any provisions of the Credit Agreement.  Lenders hereby
confirm that, from and after the effective date of this Amendment, all
participations of Lenders in respect of Letters of Credit and Swing Line Loans
outstanding under the Credit Agreement shall be based upon the Percentage Shares
of the Lenders (after giving effect to this Amendment).  Upon the
effectiveness of this Amendment and payment in full to DZ Bank as provided in
the Credit Agreement, DZ Bank will no longer be a Lender and will have no
further rights or obligations under the Credit Agreement or any other Loan
Document.

           

          Each Lender (a) represents and warrants
to each other Lender that (i) prior to the effectiveness of this Amendment, it
is the legal and beneficial owner of its Percentage Share of all of the Lenders’
rights and obligations under the Credit Agreement and the other Loan Documents,
as set forth in the Lenders Schedule attached to the Original Credit Agreement
(the “Original Lenders Schedule”), (ii) such Percentage Share is free and clear
of any lien, encumbrance or other adverse claim and (iii) such Lender has full
power and authority, and has taken all action necessary, to execute and deliver
this Amendment and to consummate the transactions contemplated by this Section
2.14; and (b) assumes no responsibility with respect to any other Lender with
respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents or any collateral thereunder, (iii) the financial
condition of Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

          


          Borrower
shall pay to the Lenders all break funding payments payable in accordance with
Section 3.4 of the Credit Agreement in connection with re-allocation made
pursuant to this Section 2.14.

           

          ARTICLE
III.

           

          


           

          CONDITIONS OF
EFFECTIVENESS

           

          §
3.1. Effective
Date.  This Amendment shall become effective as of the date
first above written when and only when:

           

          (a) Administrative
Agent shall have received all of the following, at Administrative Agent's
office, duly executed and delivered and in form and substance satisfactory to
Administrative Agent, all of the following:

           

          (i) the
Amendment;

           

          (ii) a
certificate of the Secretary of Borrower dated the date of this Amendment
certifying: (i) that resolutions adopted by the Board of Directors of the
Borrower attached to the Original Omnibus Certificate authorize the execution,
delivery and performance of this Amendment by Borrower; (ii) the names and true
signatures of the officers of the Borrower which were attached to the Original
Omnibus Certificate are true and correct; and (iii) that all of the
representations and warranties set forth in Article IV hereof are true and
correct on and as of the date hereof, except to the extent that such
representation or warranty was made as of a specific date or updated, modified
or supplemented as of a subsequent date with the consent of Required Lenders and
Administrative Agent, in which cases such representations and warranties shall
have been true and correct in all material respects on and of such earlier date;
and

           

          (iii) such
other supporting documents as Administrative Agent may reasonably
request.

           

          (b) Borrower
shall have paid, in connection with such Loan Documents, all recording,
handling, amendment and other fees required to be paid to Administrative Agent
pursuant to any Loan Documents.

           

          (c) Borrower
shall have paid, in connection with such Loan Documents, all other fees and
reimbursements to be paid to Administrative Agent pursuant to any Loan
Documents, or otherwise due Administrative Agent and including fees and
disbursements of Administrative Agent's attorneys.

           

          ARTICLE
IV.

           

          


           

          REPRESENTATIONS AND
WARRANTIES

           

          §
4.1. Representations and
Warranties of Borrower.  In order to induce each Lender to
enter into this Amendment, Borrower represents and warrants to each Lender
that:

           

          (a) The
representations and warranties contained in Article V of the Original Credit
Agreement are true and correct on and as of the date hereof, except to the
extent that such representation or warranty was made as of a specific date or
updated, modified or supplemented as of a subsequent date with the consent of
Required Lenders and Administrative Agent, in which cases such representations
and warranties shall have been true and correct in all material respects on and
of such earlier date.

           

          (b) Borrower
is duly authorized to execute and deliver this Amendment and is and will
continue to be duly authorized to borrow monies and to perform its obligations
under the Credit Agreement. Borrower has duly taken all corporate action
necessary to authorize the execution and delivery of this Amendment and to
authorize the performance of the obligations of Borrower hereunder.

           

          (c) The
execution and delivery by Borrower of this Amendment, the performance by
Borrower of its obligations hereunder and the consummation of the transactions
contemplated hereby do not and will not (a) conflict with (i) any Law, (ii) the
articles of incorporation and bylaws of Borrower, or (iii) any agreement,
judgment, license, order or permit applicable to or binding upon Borrower in any
material respect, or (b) result in the creation of any Lien upon any assets or
properties of Borrower.  Except for those which have been obtained, no
consent, approval, authorization or order of any court or governmental authority
or third party is required in connection with the execution and delivery by
Borrower of this Amendment or to consummate the transactions contemplated
hereby.

           

          (d) When duly
executed and delivered, each of this Amendment and the Credit Agreement will be
a legal and binding obligation of Borrower, enforceable in accordance with its
terms, except as limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors' rights and by equitable
principles of general application.

           

          (e) The
audited annual Consolidated financial statements of Borrower dated as of
December 31, 2007 and the unaudited quarterly Consolidated financial statements
of Borrower dated as of June 30, 2008 fairly present the Consolidated financial
position at such dates and the Consolidated statement of operations and the
changes in Consolidated financial position for the periods ending on such dates
for Borrower.  Copies of such financial statements have heretofore
been delivered to each Lender.  Since such dates no material adverse
change has occurred in the financial condition or businesses or in the
Consolidated financial condition or businesses of Borrower.

           

          ARTICLE
V.

           

          


           

          MISCELLANEOUS

           

          §
5.1. Ratification of
Agreements.  The Original Credit Agreement as hereby amended is
hereby ratified and confirmed in all respects.  The Loan Documents, as
they may be amended or affected by this Amendment, are hereby ratified and
confirmed in all respects. Any reference to the Credit Agreement in any Loan
Document shall be deemed to be a reference to the Original Credit Agreement as
hereby amended.  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Lenders under the Credit Agreement, the Notes, or
any other Loan Document nor constitute a waiver of any provision of the Credit
Agreement, the Notes or any other Loan Document.

           

          §
5.2. Survival of
Agreements.  All representations, warranties, covenants and
agreements of Borrower herein shall survive the execution and delivery of this
Amendment and the performance hereof, including without limitation the making or
granting of the Loans, and shall further survive until all of the Obligations
are paid in full.  All statements and agreements contained in any
certificate or instrument delivered by Borrower hereunder or under the Credit
Agreement to any Lender shall be deemed to constitute representations and
warranties by, and/or agreements and covenants of, Borrower under this Amendment
and under the Credit Agreement.

           

          §
5.3. Loan
Documents.  This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply
hereto.

           

          §
5.4. Governing
Law.  This Amendment shall be governed by and construed in
accordance with and governed by the laws of the State of California and the laws
of the United States of America without regard to principles of conflicts of
law.

           

          §
5.5. Counterparts;
Fax.  This Amendment may be separately executed in counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed shall be deemed to constitute one and the same
Amendment.  This Amendment may be validly executed by facsimile or
other electronic transmission.

           

          §
5.6. Nonconsenting
Lenders.  Notwithstanding anything to the contrary set forth in
this Amendment, the Lenders that are listed on the Original Lenders Schedule but
not on the Lenders Schedule attached hereto are parties to this Amendment for
the sole purpose of the assignment and related provisions set forth in Section
2.14.

           

          


          THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN
ORAL AGREEMENTS OF THE PARTIES.

           

          [The remainder of this page has been
intentionally left blank.]

           


          
            
              
                [First
Amendment to Credit Agreement]

              

               


            

            
               


              
                

              

            

            
               


            

          


          SCHEDULE 1

           

          LENDERS
SCHEDULE

           

          


           

          
            	
                    LENDER

                  	
                    PERCENTAGE
      SHARE

                  	
                    COMMITMENT

                  
	
                    Wells
      Fargo Bank, National Association

                  	
                    14.56481481481%

                  	
                    $157,300,000

                  
	
                    BNP
      Paribas

                  	
                    10.00000000000%

                  	
                    $108,000,000

                  
	
                    Societe
      Generale

                  	
                    11.57407407407%

                  	
                    $125,000,000

                  
	
                    JPMorgan
      Chase Bank, N.A.

                  	
                    9.25925925926%

                  	
                    $100,000,000

                  
	
                    The
      Royal Bank of Scotland

                  	
                    10.00000000000%

                  	
                    $108,000,000

                  
	
                    The
      Bank of Nova Scotia

                  	
                    6.59722222222%

                  	
                    $71,250,000

                  
	
                    Union
      Bank of California, N.A.

                  	
                    6.59722222222%

                  	
                    $71,250,000

                  
	
                    Wachovia
      Bank, N.A.

                  	
                    5.27777777778%

                  	
                    $57,000,000

                  
	
                    Citibank,
      N.A.

                  	
                    4.62962962963%

                  	
                    $50,000,000

                  
	
                    Compass
      Bank

                  	
                    4.00000000000%

                  	
                    $43,200,000

                  
	
                    U.S.
      Bank National Association

                  	
                    3.70370370370%

                  	
                    $40,000,000

                  
	
                    Credit
      Suisse, Cayman Islands Branch

                  	
                    3.24074074074%

                  	
                    $35,000,000

                  
	
                    Bank
      of Scotland plc

                  	
                    2.77777777778%

                  	
                    $30,000,000

                  
	
                    Bank
      of Oklahoma N.A.

                  	
                    2.31481481481%

                  	
                    $25,000,000

                  
	
                    Natixis

                  	
                    1.85185185185%

                  	
                    $20,000,000

                  
	
                    Raymond
      James Bank, FSB

                  	
                    1.85185185185%

                  	
                    $20,000,000

                  
	
                    Guaranty
      Bank and Trust Company

                  	
                    1.75925925926%

                  	
                    $19,000,000

                  
	
                    DZ
      Bank

                  	
                    0.00000000000%

                  	
                    -0-

                  
	
                    TOTAL

                  	
                    100.00000000000%

                  	
                    $1,080,000,000

                  


          

          


           


          
            
              
                  [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          IN
WITNESS WHEREOF, this Amendment is executed as of the date first above
written.

           

          BERRY
PETROLEUM COMPANY

           

          


           

          


           

          By:           

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          WELLS
FARGO BANK, NATIONAL ASSOCIATION, Administrative Agent, LC Issuer and
Lender

           

          


           

          


           

          By:           

           

          Art Krasny

           

          Vice President

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          BNP
PARIBAS, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           

          


           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          SOCIÉTÉ
GÉNÉRALE, Lender under the Credit Agreement and the SG Money Market
Facility

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          


          JPMORGAN
CHASE BANK, N.A., Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          THE ROYAL
BANK OF SCOTLAND plc, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           

           

          
            
              
                 [first
Amendment to Credit Agreement

              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          THE BANK
OF NOVA SCOTIA, Lender

           

          


           

          By:

           

          Name:

           

          Title:

           

           

          
            
              
                 [first
Amendment to Credit Agreement

              

            

            
              
              

              
                

              

            

            
              
              



          

          WACHOVIA
BANK, N.A., Lender

           

          


          
 

           

          
            	
                    By:

                  	 


          

           

          
            	
                     
      

                  	
                    Name:

                  


          

           

          
            	
                     
      

                  	
                    Title:

                  


          

           

          



          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          UNION
BANK OF CALIFORNIA, N.A., Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           

          



          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          COMPASS
BANK, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          U.S. BANK
NATIONAL ASSOCIATION, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          BANK OF
SCOTLAND plc, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          NATIXIS,
Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          BANK OF
OKLAHOMA N.A., Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          RAYMOND
JAMES BANK, FSB, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          GUARANTY
BANK AND TRUST COMPANY, Lender

           

          


           

          


           

          By:

           

          Name:

           

          Title:

           


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          DZ BANK
AG

          DEUTSCHE
ZENTRAL – GENOSSENSCHAFTSBANK FRANKFURT aur MAIN, NEW YORK BRANCH,
Lender

          


          


          By:

          Name:

          Title:


          
            
              
                 [first
Amendment to Credit Agreement

              

               


            

            
               


              
                

              

            

            
               


            

          


          CITIBANK,
N.A., Lender

          


          


          By:

          Name:

          Title

          


           



      

      
         [first
Amendment to Credit Agreement]

      

      


      
        

      
End