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  Exhibit 4.1    
    


 
    SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
  CREDIT AGREEMENT    
    


        THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made as of June 17, 2011 by and among BERRY PETROLEUM COMPANY, a Delaware corporation
("Borrower"), WELLS FARGO BANK, N.A., 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 Second Amended and Restated Credit Agreement dated as of November 15, 2010 (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 and other extensions of credit to Borrower as therein provided; and 


        WHEREAS,
Borrower, Administrative Agent and Lenders desire to amend the Original Credit Agreement upon the terms and conditions 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 and other
extensions of credit that 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 Second Amendment to Second Amended and Restated Credit Agreement. 


        "Credit Agreement" means the Original Credit Agreement as amended hereby. 



        "Original Omnibus Certificate" means the Omnibus Certificate dated November 15, 2010 executed and delivered by officers of Borrower
pursuant to the Original Credit Agreement. 



 
 

  ARTICLE II.
  
    AGREEMENTS    
    


        § 2.1.    Definitions.    The following definition in Section 1.1 of the Original Credit
Agreement is hereby amended in its entirety to read as follows: 



        "Letter of Credit" means any letter of credit issued by LC Issuer hereunder at the application of Borrower and shall include the Existing
Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. 








 

        § 2.2.    Letters of Credit.    Subsection (c) of Section 2.11 of the Original Credit
Agreement is hereby amended in its entirety to read as follows: 



        (c)   (i)
if such Letter of Credit is a standby Letter of Credit, the expiration date of such Letter of Credit (as extended if applicable) is prior to the Letter of Credit
Termination Date, and (ii) if such Letter of Credit is a commercial Letter of Credit, the expiration date of such Letter of Credit (as extended if applicable) is prior to the earlier of
(x) the Letter of Credit Termination Date and (y) the date that is 180 days after the issuance (or extension date if applicable) thereof; 




        § 2.3.    Requesting Letters of Credit.    Section 2.12 of the Original Credit Agreement is
hereby amended to add a new subsection (e) thereto immediately following subsection (d) thereof to read as follows: 



        (e)    Applicability of ISP and UCP.    Unless otherwise expressly agreed by LC Issuer and Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.
For purposes of this subsection, "ISP" means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 




        § 2.4.    Letter of Credit Fees.    Section 2.14 of the Original Credit Agreement is hereby
amended in its entirety to read as follows: 



        Section 2.14    Letter of Credit Fees.    


        (a)    Standby Letters of Credit.    In consideration of LC Issuer's issuance of any standby Letter of Credit,
Borrower agrees to pay (i) to Administrative Agent, for the account of all Lenders in accordance with their respective Percentage Shares, a letter of credit issuance fee at a rate equal to the
Eurodollar Margin then in effect, and (ii) to such LC Issuer for its own account, a letter of credit fronting fee at a rate equal to one-eighth of one percent (0.125%) per annum,
but in no event less than $500 per annum; provided, however, any Letter of Credit Fees otherwise payable for the account of an Impacted Lender with respect to any Letter of Credit as to which such
Impacted Lender has not provided Cash Collateral satisfactory to LC Issuer pursuant to Section 2.16 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in
accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.19(a)(iv), with the balance of such fee, if any,
payable to LC Issuer for its own account. Each such fee will be calculated based on the face amount of all Letters of Credit outstanding on each day at the above applicable rate and will be due and
payable on the last day of each Fiscal Quarter in arrears. In addition, Borrower will pay to LC Issuer LC Issuer's customary fees for administrative issuance, amendment and drawing of each standby
Letter of Credit. 


        (b)    Commercial Letters of Credit.    In consideration of LC Issuer's issuance of any commercial Letter of Credit,
Borrower agrees to pay (i) to Administrative Agent, for the account of all Lenders in accordance with their respective Percentage Shares, a letter of credit issuance fee at a rate equal to
one-eighth of one percent (0.125%) times the amount available to be drawn under such Letter of Credit, due and payable in full on the date of issuance or extension of such Letter of Credit
(as applicable), and (ii) to such LC Issuer for its own account, a letter of credit fee at a rate equal to one-eighth of one percent (0.125%) times the amount drawn under such
Letter of Credit (but in no event less than $500), due and payable in full on the date of such drawing; provided, however, any Letter of Credit Fees otherwise payable for the account of an 



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Impacted
Lender with respect to any Letter of Credit as to which such Impacted Lender has not provided Cash Collateral satisfactory to LC Issuer pursuant to Section 2.16 shall be payable, to
the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to
Section 2.19(a)(iv), with the balance of such fee, if any, payable to LC Issuer for its own account. In addition, Borrower will pay to LC Issuer LC Issuer's customary fees for administrative
issuance, amendment and processing of each commercial Letter of Credit. 



 
 

  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: 



        (c)    Amendment Documentation.    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)  this
Amendment; 


         (ii)  a
certificate of the Secretary of Borrower dated the date of this Amendment certifying: (i) that resolutions attached thereto previously adopted by the Board of
Directors of the Borrower authorize the execution, delivery and performance of this Amendment by Borrower; (ii) the names and true signatures of the officers of the Borrower authorized to
execute and deliver Loan Documents; (iii) that the certificate of incorporation and bylaws of Borrower are in effect on the date hereof and no modifications have been made to them; and
(iv) 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 date; and 


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




        (d)    Existence & Good Standing Certificates.    Administrative Agent shall have received an existence and
good standing certificate from the applicable Governmental Authority of each Restricted Person's jurisdiction of incorporation, organization or formation, each dated a recent date prior to the
effectiveness of this Amendment. 


        (e)    No Default.    No event shall have occurred and be continuing that would constitute an Event of Default or a
Default. 


        (f)    Fees & Expenses.    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. 



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  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 and the other Loan Documents are true and correct in all material
respects on and as of the date hereof as if such representations and warranties have been made as of the date hereof, except to the extent that such representations or warranties were 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 case such representations and warranties shall have
been true and correct in all material respects on and of such 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 Organizational Documents of Borrower, or (iii) any agreement, judgment, license, order or permit
applicable to or binding upon Borrower in any material respect, (b) result in the acceleration of any Indebtedness owed by Borrower, or (c) 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, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by
Borrower of this Amendment or to consummate any 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
most recent financial statements of Borrower delivered to Lenders pursuant to Section 6.2(a) and (b) of the Credit Agreement fairly present Borrower's
financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date 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. 


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        §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    Interpretive Provisions.    Section 1.4 of the Credit Agreement is incorporated herein by
reference herein as if fully set forth. 


        §5.5    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. 


        §5.6    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. 


        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.] 


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

 






 



					
	 	 	BERRY PETROLEUM COMPANY,

Borrower
	

 	
 	
By:	
 	


 



Shawn M. Canaday
 Vice President of Finance, Treasurer and

Assistant Secretary




 

 




 






 



					
	 	 	WELLS FARGO BANK, N.A.,

as Administrative Agent, LC Issuer, Swing Line

Lender, and a Lender
	

 	
 	
By:	
 	


 



Oleg kogan
 Director
 




 

 




 






 



							
	 	 	BNP PARIBAS, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Edward Pak
	 	 	 	 	Title:	 	 Director
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Courtney Kubesch
	 	 	 	 	Title:	 	 Vice President




 

 




 






 



							
	 	 	SOCIÉTÉ GÉNÉRALE, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Stephen W. Warfel
	 	 	 	 	Title:	 	 Managing Director




 

 













































 










							
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Brian Orlando
	 	 	 	 	Title:	 	 Authorized Officer




 

 




 






 



					
	 	 	THE ROYAL BANK OF SCOTLAND plc, as a Lender
	

 	
 	
By:	
 	


 





James L. Moyes
 Authorised Signatory




 

 




 






 



							
	 	 	BANK OF MONTREAL, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Gumaro Tijerina
	 	 	 	 	Title:	 	 Director




 

 




 






 



							
	 	 	UNION BANK, N.A., as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Douglas Gale
	 	 	 	 	Title:	 	 Vice President




 

 













































 










							
	 	 	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Mark Roche
	 	 	 	 	Title:	 	 Managing Director
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Sharada Manne
	 	 	 	 	Title:	 	 Director




 

 




 






 



							
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Justin M. Alexander
	 	 	 	 	Title:	 	 Vice President




 

 




 






 



							
	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Mikhail Faybusovich
	 	 	 	 	Title:	 	 Director
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	VIPUL DHADDA
	 	 	 	 	Title:	 	 ASSOCIATE




 

 




 






 



							
	 	 	BANK OF SCOTLAND plc, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	JULIA R. FRANKLIN
	 	 	 	 	Title:	 	 ASSISTANT VICE PRESIDENT




 

 













































 










					
	 	 	NATIXIS, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Donovan C. Broussard
 Managing Director
	

 	
 	
By:	
 	


 
	 	 	 	 	Liana Tchernysheva
 Managing Director




 

 




 






 



							
	 	 	COMPASS BANK, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	Dorothy Marchand
	 	 	 	 	Title:	 	 Senior Vice President




 

 




 






 



							
	 	 	CITIBANK, N.A., as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	John Miller
	 	 	 	 	Title:	 	 Vice President




 

 




 






 



							
	 	 	KEYBANK, NATIONAL ASSOCIATION, as a Lender
	

 	
 	
By:	
 	


 
	 	 	 	 	Name:	 	David Morris
	 	 	 	 	Title:	 	 Vice President




 

 













































 










							
	 	 	 REGIONS BANK, as a Lender
	

 	
 	
 By:	
 	


 
	 	 	 	 	Name:	 	Kelly L. Elmore III
	 	 	 	 	Title:	 	 Senior Vice President




 

 






							
	 	 	 THE BANK OF NOVA SCOTIA, as a Lender
	

 	
 	
 By:	
 	


 
	 	 	 	 	Name:	 	John Frazell
	 	 	 	 	Title:	 	 Director












							
	 	 	 ROYAL BANK OF CANADA, as a Lender
	

 	
 	
 By:	
 	


 
	 	 	 	 	Name:	 	Don J. McKinnerney
	 	 	 	 	Title:	 	 Authorized Signatory












							
	 	 	 BOKF, NA dba BANK OF OKLAHOMA

(successor to Bank of Oklahoma, N.A.), as a Lender
	

 	
 	
 By:	
 	


 
	 	 	 	 	Name:	 	Guy C. Evangelista
	 	 	 	 	Title:	 	 Senior Vice President














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Exhibit 4.1


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ARTICLE I. DEFINITIONS AND REFERENCES

ARTICLE II. AGREEMENTS

ARTICLE III. CONDITIONS OF EFFECTIVENESS

ARTICLE IV. REPRESENTATIONS AND WARRANTIES

ARTICLE V. MISCELLANEOUS