Berry Tenth Amendment and Borrowing Base Agreement May 2015




Execution Version




TENTH AMENDMENT AND BORROWING BASE AGREEMENT
DATED AS OF MAY 12, 2015
AMONG
BERRY PETROLEUM COMPANY, LLC, 
AS BORROWER,
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO

















TENTH AMENDMENT AND BORROWING BASE AGREEMENT
THIS TENTH AMENDMENT AND BORROWING BASE AGREEMENT (this “Agreement”) dated as of May 12, 2015, among BERRY PETROLEUM COMPANY, LLC, a Delaware limited liability company (the “Borrower”); the Lenders listed on the signature pages hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
R E C I T A L S
WHEREAS, the Borrower, the Administrative Agent, the Lenders and the other Agents party thereto are parties to that certain Second Amended and Restated Credit Agreement dated as of November 15, 2010 (as amended to date, the “Credit Agreement”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower. 
WHEREAS, the Borrower has requested that the Lenders redetermine the Borrowing Base under the Credit Agreement as set forth in this Agreement, and the Lenders are willing, subject to the terms and conditions set forth herein, to redetermine the Borrowing Base as set forth herein.
NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Agreement, and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.    Definitions.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.
Section 2.    Amendment to Credit Agreement.  The Credit Agreement is hereby amended by deleting the amount “$50,000,000” in the definition of LC Sublimit and replacing it with the amount “$30,000,000”.
Section 3.    Borrowing Base.  From and after the Effective Date, the Borrowing Base shall be, and hereby is, equal to the amount of $1,200,000,000, which Borrowing Base shall remain in effect until the next Redetermination or the Borrowing Base is otherwise redetermined or adjusted in accordance with the Credit Agreement.  Each of the Borrower, on the one hand, and the Administrative Agent and the Required Lenders, on the other hand, agree that the redetermination of the Borrowing Base pursuant to this Section 3 shall constitute a Scheduled Redetermination.  This Section 3 constitutes notice of the redetermined Borrowing Base in accordance with Section 2.9 of the Credit Agreement.
Section 4.    Borrowing Base Account  
4.1    From and after the Effective Date until the balance in the Borrowing Base Account (as defined below) is $0.00, the Borrower may only withdraw amounts from the Borrowing Base Account with either (a) a concurrent reduction of the Borrowing Base by an amount equal to the 

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amount of such withdrawal or (b) the consent of the Required Lenders in connection with a Redetermination of the Borrowing Base.
4.2    The Borrower shall deliver a written notice to the Administrative Agent two (2) Business Days in advance of the date on which it desires to make a withdrawal pursuant to Section 4.1(a) above acknowledging that the Borrowing Base shall automatically be reduced by an amount equal to the amount of such withdrawal concurrently with such withdrawal.  The Borrower may not make a withdrawal pursuant to Section 4.1(a) above if after giving effect to the reduction of the Borrowing Base upon such withdrawal a Borrowing Base Deficiency would exist.
4.3    Upon each Redetermination of the Borrowing Base the Administrative Agent shall inform the Borrower concurrently with the delivery of the notice of the new Borrowing Base of amounts, if any, which may be withdrawn pursuant to Section 4.1(b) above.
Section 5.    Conditions Precedent  This Agreement shall become effective on the date when each of the following conditions is satisfied (or waived in accordance with Section 10.1(a) of the Credit Agreement) (such date, the “Effective Date”):
5.1    The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date and all other fees the Borrower has agreed to pay in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
5.2    The Administrative Agent shall have received from Lenders constituting the Required Lenders and the Borrower, executed counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such Person.
5.3    The Borrower shall have deposited $250,000,000 in security account No. 1ba66992 with Wells Fargo Bank National Association that is subject to a security control agreement with the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent (the “Borrowing Base Account”).
5.4    The Administrative Agent shall have received from the Borrower executed counterparts (in such number as may be reasonably requested by the Administrative Agent) of the Security Agreement dated as of the date hereof granting a security interest to the Administrative Agent in the Borrowing Base Account.
5.5    No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Agreement.
The Administrative Agent is hereby authorized and directed to declare this Agreement to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 10.1(a) of the Credit Agreement.  Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

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Section 6.    Miscellaneous.
6.1    Confirmation.  The provisions of the Credit Agreement, as amended by this Agreement, shall remain in full force and effect following the effectiveness of this Agreement.
6.2    Ratification and Affirmation; Representations and Warranties.  The Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Obligations in accordance with the terms thereof, after giving effect to this Agreement; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Agreement:
(i)    all of the representations and warranties of the Borrower contained in the Loan Documents are true and correct in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and
(ii)    no Default or Event of Default has occurred and is continuing.
6.3    Loan Document.  This Agreement is a Loan Document.
6.4    Counterparts.  This Agreement may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of this Agreement by facsimile transmission or electronic (PDF) means shall be effective as delivery of a manually executed counterpart hereof.
6.5    NO ORAL AGREEMENT.  THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
6.6    GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
6.7    Payment of Expenses.  In accordance with Section 10.4(a) of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Agreement, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

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6.8    Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.9    Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURES BEGIN NEXT PAGE]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.


	
			
	BORROWER:
	BERRY PETROLEUM COMPANY, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	 
	Kolja Rockov

	 
	 
	Executive Vice President and Chief Financial Officer







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Base Agreement Berry Petroleum Company, LLC










	
			
	LENDERS:
	WELLS FARGO BANK, N.A., as Administrative Agent, a Lender, Swingline Lender and LC Issuer

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Betsy Jocher

	 
	 
	Betsy Jocher

	 
	 
	Director







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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	ROYAL BANK OF CANADA, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Don J. McKinnerney

	 
	 
	Don J. McKinnerney

	 
	 
	Authorized Signatory





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	BARCLAYS BANK PLC, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Luke Syme

	 
	 
	Luke Syme

	 
	 
	Assistant Vice President







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	CITIBANK, N.A., as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Saqeeb Ludhi

	 
	 
	Saqeeb Ludhi

	 
	 
	Vice President





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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Sharada Manne

	 
	Name:
	Sharada Manne

	 
	Title:
	Managing Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Michael Willis

	 
	Name:
	Michael Willis

	 
	Title:
	Managing Director







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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ James L. Moyes

	 
	Name:
	James L. Moyes

	 
	Title:
	Authorised Signatory





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	UBS AG, STAMFORD BRANCH, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Darlene Arias

	 
	Name:
	Darlene Arias

	 
	Title:
	Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Houssem Daly

	 
	Name:
	Houssem Daly

	 
	Title:
	Associate Director





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	GOLDMAN SACHS BANK USA, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Jamie Minieri

	 
	Name:
	Jamie Minieri

	 
	Title:
	Authorized Signatory





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	CREDIT SUISSE, AG CAYMAN ISLANDS BRANCH, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Nupur Kumar

	 
	Name:
	Nupur Kumar

	 
	Title:
	Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Karim Rahimtoola

	 
	Name:
	Karim Rahimtoola

	 
	Title:
	Authorized Signatory





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	BANK OF MONTREAL, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ James V. Ducote

	 
	Name:
	James V. Ducote

	 
	Title:
	Managing Director





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Trudy Nelson

	 
	Name:
	Trudy Nelson

	 
	Title:
	Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ William M. Reid

	 
	Name:
	William M. Reid

	 
	Title:
	Authorized Signatory





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	THE BANK OF NOVA SCOTIA, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Alan Dawson

	 
	Name:
	Alan Dawson

	 
	Title:
	Director





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	MUFG UNION BANK, N.A. (f/k/a Union Bank, N.A., as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Stacey Goldstein

	 
	Name:
	Stacey Goldstein

	 
	Title:
	Vice President





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	BANK OF AMERICA, N.A., as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Joseph Scott

	 
	Name:
	Joseph Scott

	 
	Title:
	Managing Director





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	CAPITAL ONE, N.A., as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Matthew L. Molero

	 
	Name:
	Matthew L. Molero

	 
	Title:
	Sr. Vice President





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	ING CAPITAL LLC, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Juli Bieser

	 
	Name:
	Juli Bieser

	 
	Title:
	Managing Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Charles Hall

	 
	Name:
	Charles Hall

	 
	Title:
	Managing Director





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Base Agreement Berry Petroleum Company, LLC












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

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Anson Williams

	 
	Name:
	Anson Williams

	 
	Title:
	Authorized Officer





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	SUN TRUST BANK, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Chulley Bogle

	 
	Name:
	Chulley Bogle

	 
	Title:
	Vice President





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	U.S. BANK NATIONAL ASSOCIATION, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Brad Johann

	 
	Name:
	Brad Johann

	 
	Title:
	Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	COMPASS BANK, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Kathleen J. Bowen

	 
	Name:
	Kathleen Bowen

	 
	Title:
	Managing Director





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	SOCIETE GENERALE, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Max Sonnonstine

	 
	Name:
	Max Sonnonstine

	 
	Title:
	Director





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	DNB CAPITAL LLC, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Asulv Tveit

	 
	Name:
	Asulv Tvelt

	 
	Title:
	First Vice President

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Robert Dupree

	 
	Name:
	Robert Dupree

	 
	Title:
	Senior Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	ABN AMRO CAPITAL USA LLC, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Urvashi Zutshi

	 
	Name:
	Urvashi Zutshi

	 
	Title:
	Managing Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Elizabeth Johnson

	 
	Name:
	Elizabeth Johnson

	 
	Title:
	Director





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	BNP PARIBAS, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Scott Joyce

	 
	Name:
	Scott Joyce

	 
	Title:
	Managing Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Julien Pecoud-Bouvet

	 
	Name:
	Julien Pecoud-Bouvet

	 
	Title:
	Vice-President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	NATIXIS, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Louis P. Laville, III

	 
	Name:
	Louis P. Laville, III

	 
	Title:
	Managing Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Vikram Nath

	 
	Name:
	Vikram Nath

	 
	Title:
	Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ James D. Weinstein

	 
	Name:
	James D. Weinstein

	 
	Title:
	Managing Director





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	COMERICA BANK, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ William Robinson

	 
	Name:
	William Robinson

	 
	Title:
	Senior Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	BRANCH BANKING AND TRUST COMPANY, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Parul June

	 
	Name:
	Parul June

	 
	Title:
	Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	TORONTO DOMINION (NEW YORK) LLC, as a Lender THE ROYAL BANK OF SCOTLAND PLC, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Savo Bozic

	 
	Name:
	Savo Bozic

	 
	Title:
	Authorized Signatory





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	FIFTH THIRD BANK, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Justin Bellamy

	 
	Name:
	Justin Bellamy

	 
	Title:
	Director





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	PNC BANK NATIONAL ASSOCIATION, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Tom Tyargeon

	 
	Name:
	Tom Tyargeon

	 
	Title:
	Managing Director





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	KEYBANK NATIONAL ASSOCIATION, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ John Dravenstott

	 
	Name:
	John Dravenstott

	 
	Title:
	Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	THE HUNTINGTON NATIONAL BANK, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Margaret Niekrash

	 
	Name:
	Margaret Niekrash

	 
	Title:
	Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	ASSOCIATED BANK, N.A., as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Farhan Iqbal

	 
	Name:
	Farhan Iqbal

	 
	Title:
	Senior Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	BOKF, NA dba BANK OF OKLAHOMA, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Sonja Borodko

	 
	Name:
	Sonja Borodko

	 
	Title:
	Vice President





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	REGIONS BANK, solely for purposes of Section 4 as an Exiting Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 





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	MORGAN STANLEY BANK, N.A., as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mathew Meyers

	 
	Name:
	Mathew Meyers

	 
	Title:
	Authorized Signatory





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Kirk L. Tashjian

	 
	Name:
	Kirk L. Tashjian

	 
	Title:
	Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Peter Cucchiara

	 
	Name:
	Peter Cucchiara

	 
	Title:
	Vice President





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Base Agreement Berry Petroleum Company, LLC












	
			
	 
	BP ENERGY COMPANY, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Ryan McGeachie

	 
	Name:
	Ryan McGeachie

	 
	Title:
	Attorney-in-Fact





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	NATIONAL BANK OF CANADA, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mark Williamson

	 
	Name:
	Mark Williamson

	 
	Title:
	Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Greg Steidl

	 
	Name:
	Greg Steidl

	 
	Title:
	Authorized Signatory





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	COMMONWEALTH BANK OF AUSTRALIA, as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Sanjay Remond

	 
	Name:
	Sanjay Remond

	 
	Title:
	Director







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Base Agreement Berry Petroleum Company, LLC