WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR
INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN
DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH,
BEFORE OR AFTER MATURITY; (B) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
"SPECIAL DAMAGES", AS DEFINED BELOW, (C) CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
AS USED IN THIS SECTION, "SPECIAL DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE
ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR
DELIVER TO ANY OTHER PARTY HERETO. NO "ADMINISTRATIVE AGENT" REFERRED TO IN
SECTION 9.4 ABOVE, AND NO "LENDER PARTY" REFERRED TO IN SECTION 10.4 ABOVE,
SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF
ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS,
ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
64
Section 10.13.
Ratification of Agreements. This Agreement amends and restates
in its entirety the Existing Credit Agreement, together with the promissory
notes made by Borrower thereunder. Borrower hereby agrees that the Indebtedness
outstanding under the Existing Credit Documents and all accrued and unpaid
interest thereon and all accrued and unpaid fees under the Existing Credit
Documents shall be deemed to be outstanding under and governed by this
Agreement.
65
IN WITNESS WHEREOF, this Agreement is executed as of the date first written
above.
BERRY PETROLEUM COMPANY,
Borrower
By:
Ralph J. Goehring
Executive Vice President and
Chief Financial Officer
Address:
5201 Truxtun Avenue, Suite 300
Bakersfield, California 93309-0640
Attention: Shawn Canaday
Telephone:
661.616.3809
Fax:
661.616.3881
Email:

WELLS FARGO BANK, NATIONAL
ASSOCIATION, Administrative Agent,
LC Issuer
and Lender
By:
Guy C. Evangelista
Vice President
JPMORGAN CHASE BANK, N.A., Lender
By:
Name:
Title:
BANK OF SCOTLAND, Lender
By:
Joseph Fratus
First Vice President
BNP PARIBAS, Lender
By:
Name:
Title:
By:
Name:
Title:
CITIBANK (WEST), FSB, Lender
By:
Name:
Title:
COMERICA BANK, Lender
By:
Name:
Title:
MIDFIRST BANK, Lender
By:
Name:
Title:
SOCIETE GENERALE, Lender
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
By:
Name:
Title:
SCHEDULE 1
LENDERS SCHEDULE
Percentage
Share
Amount
WELLS FARGO BANK, NATIONAL ASSOCIATION
18.3%
$
55,000,000
Domestic Lending Office:
1740 Broadway, 4th Floor