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LINN ENERGY, LLC (Form: 8-K, Received: 05/15/2015 16:58:16)


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 15, 2015 (May 12, 2015)

LINN ENERGY, LLC
(Exact name of registrant as specified in its charters)
Delaware
 
000-51719
 
65-1177591
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
incorporation or organization)
 
 
 
 

 
600 Travis, Suite 4900
 
 
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 840-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 






Item 1.01. Entry into a Material Definitive Agreement.
     
     Sixth Amendment to Sixth Amended and Restated Credit Agreement

On May 12, 2015, Linn Energy, LLC (the “ Company ”) entered into the Sixth Amendment to Sixth Amended and Restated Credit Agreement dated as of May 12, 2015 (the “ Sixth Amendment ”) among the Company, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent (the “ Administrative Agent ”) and each of the lenders party thereto, which amends that certain Sixth Amended and Restated Credit Agreement dated as of April 24, 2013 (as amended, the “ Credit Agreement ”) among the Company, the lenders from time to time party thereto and the Administrative Agent. Pursuant to the Sixth Amendment, the Borrowing Base, as defined in the Credit Agreement, was reduced to the amount of $4,050,000,000 which amount will remain in effect until this amount is redetermined or adjusted in accordance with the Credit Agreement. Additionally, certain restrictions on the ability of the Company to make investments in Berry Petroleum Company, LLC (“ Berry ”) were modified to allow the Company to make unlimited investments in Berry, subject to compliance with certain conditions.
The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is filed herewith.
 
Tenth Amendment to Berry’s Second Amended and Restated Credit Agreement and Borrowing Base Agreement

On May 12, 2015, Berry entered into the Tenth Amendment and Borrowing Base Agreement dated as of May 12, 2015 (the “ Tenth Amendment ”) among Berry, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “ Berry Administrative Agent ”), which amends that certain Second Amended and Restated Credit Agreement dated as of November 15, 2010 (as amended, the “ Berry Credit Agreement ”) among Berry, the lenders from time to time party thereto and the Administrative Agent. Pursuant to the Tenth Amendment, the Borrowing Base, as defined in the Berry Credit Agreement (the “ Berry Borrowing Base ”), was reduced to the amount of $1,200,000,000, and this amount will remain in effect until this amount is redetermined or adjusted in accordance with the Berry Credit Agreement. Additionally, Berry deposited $250,000,000 in a security account with the Berry Administrative Agent that is subject to a security control agreement. Berry’s ability to withdraw funds from this account is subject to concurrent reduction of the Berry Borrowing Base or lender consent in connection with a redetermination of the Berry Borrowing Base.
The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is filed herewith.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth in Item 1.01 is incorporated herein by reference to this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Sixth Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 12, 2015, among Linn Energy, LLC, as borrower, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and each of the lenders party thereto.
10.2 Tenth Amendment and Borrowing Base Agreement, dated as of May 12, 2015 among Berry Petroleum Company, LLC, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LINN ENERGY, LLC
 
 
 
 
 
 
 
 
Date:       May 15, 2015
 
By:
 
/s/ Candice J. Wells
 
 
 
 
Candice J. Wells
 
 
 
 
Vice President, General Counsel and Corporate Secretary
 
 
 
 
 



EXECUTION VERSION


SIXTH AMENDMENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF MAY 12, 2015
AMONG

LINN ENERGY, LLC,
AS BORROWER,

THE GUARANTORS,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO






Signature Page to Sixth Amendment
Page 1



SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “ Sixth Amendment ”) dated as of May 12, 2015, among LINN ENERGY, LLC , a Delaware limited liability company (the “ Borrower ”); the Guarantors signatory hereto; each of the Lenders party to the Credit Agreement referred to below that are signatory 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
A.    The Borrower, the Administrative Agent, the Lenders and the other Agents party thereto entered into that certain Sixth Amended and Restated Credit Agreement dated as of April 24, 2013 as amended by that certain First Amendment dated as of October 30, 2013, that certain Second Amendment dated as of December 13, 2013, that certain Third Amendment dated as of April 30, 2014, that certain Fourth Amendment dated as of August 6, 2014 and that certain Fifth Amendment dated as of September 10, 2014 (the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower and its Subsidiaries.
B.    The Borrower has requested and the Administrative Agent and the Majority Lenders have agreed to amend certain provisions of the Credit Agreement.
C.    NOW, THEREFORE, to induce the Administrative Agent and the Majority Lenders to enter into this Sixth Amendment 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. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Sixth Amendment. Unless otherwise indicated, all section or article references in this Sixth Amendment refer to sections or articles of the Credit Agreement.
Section 2.      Amendments to Credit Agreement .
2.1      Amendment to Section 1.02 . Section 1.02 is hereby amended by deleting the following defined terms and replacing them with the following:
“‘ Agreement ’ means this Credit Agreement, as amended by the First Amendment dated as of October 30, 2013, the Second Amendment dated as of December 13, 2013, the Third Amendment dated as of April 30, 2014, the Fourth Amendment dated as of August 6, 2014, the Fifth Amendment dated as of September 10, 2014 and the Sixth Amendment dated as of May 12, 2015, as the same may from time to time be further amended, modified, supplemented or restated.


        

‘ LC Commitment ’ at any time means Thirty Million Dollars ($30,000,000).
‘ Tier I Lender ’ means each Lender with a Maximum Credit Amount equal to or greater than $20,000,000.”
2.2      Amendment to Section 9.02(i) . Section 9.02(i) is hereby amended by replacing the reference to Section 9.05(g)(iii) therein with a reference to Section 9.05(g).
2.3      Amendments to Section 9.05(g) . Section 9.05(g) is hereby amended by deleting such Section in its entirety and replacing it with the following:
“(g)    Investments:

(i)    (A) made by the Borrower or any Guarantor in or to the Borrower or any other Guarantor, (B) made by any Subsidiary in or to the Borrower or any Guarantor, and (C) made by the Borrower or any Restricted Subsidiary in or to all other Restricted Subsidiaries which are not Guarantors which do not at any time exceed $10,000,000;

(ii)    made by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary (other than Berry), provided that (A) the aggregate amount of all such Investments at any one time shall not exceed $25,000,000 (excluding the amount of Investments permitted under Section 9.05(s) and 9.05(t)) and (B) the Borrowing Base Utilization Percentage is less than 80% immediately before and immediately after giving effect to such Investment; and

(iii)    in Berry while it is an Unrestricted Subsidiary (A) for the purpose of (I) redeeming the Berry Senior Debt in an amount not to exceed the amount of Debt permitted under Section 9.02(j) and (II) repaying in full and terminating the Debt under the Berry Revolver in an amount not to exceed the then outstanding principal amount of the Debt thereunder, plus an amount necessary to pay any fees, expenses, accrued but unpaid interest and premiums related to such repayment and termination and (B) in addition to the Investments permitted under clause (A) above, provided that the Borrowing Base Utilization Percentage is less than 80% immediately before and immediately after giving effect to such Investment.”

Section 3.      Borrowing Base . From and after the Sixth Amendment Effective Date, the Borrowing Base shall be, and hereby is, equal to the amount of $4,050,000,000 and the Available Borrowing Base shall be, and hereby is, equal to the amount of $3,550,000,000, which Borrowing Base and Available Borrowing Base shall remain in effect until the next Scheduled Redetermination, Interim 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 Super Majority Tier 1 Lenders, on the other hand, agree that the redetermination of the Borrowing Base pursuant to this Section 3 shall constitute a Scheduled Redetermination. This

2

        

Section 3 constitutes the New Borrowing Base Notice in accordance with Section 2.07 of the Credit Agreement.
Section 4.      Conditions Precedent . This Sixth Amendment shall become effective on the date (such date, the “ Sixth Amendment Effective Date ”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
4.1      The Administrative Agent shall have received (a) all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date and all other fees the Borrower has agreed to pay in connection with this Sixth Amendment and (b) 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.
4.2      The Administrative Agent shall have received from Lenders constituting all of the Tier 1 Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Sixth Amendment signed on behalf of such Person.
4.3      No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Sixth Amendment.
The Administrative Agent is hereby authorized and directed to declare this Sixth Amendment 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 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Agreement for all purposes.
Section 5.      Miscellaneous .
5.1      Confirmation . The provisions of the Credit Agreement, as amended by this Sixth Amendment, shall remain in full force and effect following the effectiveness of this Sixth Amendment.
5.2      Ratification and Affirmation; Representations and Warranties . Each of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Sixth Amendment; (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 Indebtedness in accordance with the terms thereof, after giving effect to this Agreement; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Sixth Amendment:
(i)      all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which

3

        

case, such representations and warranties shall continue to be true and correct as of such specified earlier date,
(ii)      no Default or Event of Default has occurred and is continuing, and
(iii)      no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.3      Loan Document . This Sixth Amendment is a Loan Document.
5.4      Counterparts . This Sixth Amendment 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 Sixth Amendment by facsimile transmission or other electronic delivery shall be effective as delivery of a manually executed counterpart hereof.
5.5      NO ORAL AGREEMENT . THIS SIXTH AMENDMENT, 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.
5.6      GOVERNING LAW . THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
5.7      Payment of Expenses . In accordance with Section 12.03 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 Sixth Amendment, 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.
5.8      Severability . Any provision of this Sixth Amendment 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.
5.9      Successors and Assigns . This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURES BEGIN NEXT PAGE]


4

        

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed as of the date first written above.
BORROWER:
LINN ENERGY, LLC
 
 
 
 
 
 
 
By:
/s/ Kolja Rockov
 
 
Kolja Rockov
 
 
Executive Vice President and Chief Financial Officer

Signature Page to Sixth Amendment

        


GUARANTORS:
LINN ENERGY HOLDINGS, LLC
 
 
 
LINN OPERATING, INC.
 
 
 
MID-CONTINENT HOLDINGS I, LLC
 
 
 
MID-CONTINENT HOLDINGS II, LLC
 
 
 
MID-CONTINENT I, LLC
 
 
 
MID-CONTINENT II, LLC
 
 
 
LINN MIDSTREAM, LLC (formerly Linn Gas Marketing, LLC)
 
 
 
LINN EXPLORATION & PRODUCTION MICHIGAN LLC
 
 
 
LINN MIDWEST ENERGY LLC
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Kolja Rockov
 
 
Kolja Rockov
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
LINN EXPLORATION MIDCONTINENT, LLC
 
 
 
 
By:
Mid-Continent Holdings II, LLC, its sole member, as Member/Manager
 
 
 
 
 
 
 
By:
/s/ Kolja Rockov
 
 
Kolja Rockov
 
 
Executive Vice President and Chief Financial Officer


Signature Page to Sixth Amendment

        


LENDERS:
WELLS FARGO BANK, NATIONAL ASSOCIATION , as Administrative Agent and a Lender
 
 
 
 
 
 
 
By:
/s/ Betsy Jocher
 
Name:
Betsy Jocher
 
Title:
Director



Signature Page to Sixth Amendment

        


 
ROYAL BANK OF CANADA
 
 
 
 
 
 
 
By:
/s/ Don J. Mckinnerney
 
Name:
Don J. McKinnerney
 
Title:
Authorized Signatory
    

Signature Page to Sixth Amendment

        


 
BARCLAYS BANK PLC
 
 
 
 
 
 
 
By:
/s/ Luke Syme
 
Name:
Luke Syme
 
Title:
Assistant Vice President


Signature Page to Sixth Amendment

        


 
CITIBANK, N.A.
 
 
 
 
 
 
 
By:
/s/ Saqeeb Ludhi
 
Name:
Saqeeb Ludhi
 
Title:
Vice President


Signature Page to Sixth Amendment

        


 
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
 
 
 
 
 
 
 
By:
/s/ Sharada Mann
 
Name:
Sharada Manne
 
Title:
Managing Director
 
 
 
 
 
 
 
By:
/s/ Michael Willis
 
Name:
Michael Willis
 
Title:
Managing Director


Signature Page to Sixth Amendment

        


CREDIT SUISSE AG, CAYMAN ISLAND BRANCH
 
 
 
 
 
 
 
By:
/s/ Nupur Kumar
 
Name:
Nupur Kumar
 
Title:
Authorized Signatory
 
 
 
 
 
 
 
By:
/s/ Karim Rahimtoola
 
Name:
Karim Rahimtoola
 
Title:
Authorized Signatory


Signature Page to Sixth Amendment

        


 
THE ROYAL BANK OF SCOTLAND PLC
 
 
 
 
 
 
 
By:
/s/ James L. Moyes
 
Name:
James L. Moyes
 
Title:
Authorised Signatory

    

Signature Page to Sixth Amendment

        


 
THE BANK OF NOVA SCOTIA
 
 
 
 
 
 
 
By:
/s/ Alan Dawson
 
Name:
Alan Dawson
 
Title:
Director

    

Signature Page to Sixth Amendment

        


 
BANK OF MONTREAL THE BANK OF NOVA SCOTIA
 
 
 
 
 
 
 
By:
/s/ James V. Ducote
 
Name:
James V. Ducote
 
Title:
Managing Director


Signature Page to Sixth Amendment

        


 
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
 
 
 
 
 
 
 
By:
/s/ Trudy Nelson
 
Name:
Trudy Nelson
 
Title:
Authorized Signatory
 
 
 
 
 
 
 
By:
/s/ William M. Reid
 
Name:
William M. Reid
 
Title:
Authorized Signatory


Signature Page to Sixth Amendment

        


 
UBS AG, STAMFORD BRANCH
 
 
 
 
 
 
 
By:
s/ Darlene Arias
 
Name:
Darlene Arias
 
Title:
Director
 
 
 
 
 
 
 
By:
/s/ Houssem Daly
 
Name:
Houssem Daly
 
Title:
Associate Director

    

Signature Page to Sixth Amendment

        


 
COMERICA BANK
 
 
 
 
 
 
 
By:
/s/ William Robinson
 
Name:
William Robinson
 
Title:
Senior Vice President

    

Signature Page to Sixth Amendment

        


 
ING CAPITAL LLC
 
 
 
 
 
 
 
By:
/s/ Juli Bieser
 
Name:
Juli Bieser
 
Title:
Managing Director
 
 
 
 
 
 
 
By:
/s/ Charles Hall
 
Name:
Charles Hall
 
Title:
Managing Director

Signature Page to Sixth Amendment

        


 
SOCIETE GENERALE
 
 
 
 
 
 
 
By:
/s/ Max Sonnonstine
 
Name:
Max Sonnonstine
 
Title:
Director

    

Signature Page to Sixth Amendment

        


 
U.S. BANK NATIONAL ASSOCIATION
 
 
 
 
 
 
 
By:
/s/ Brad Johann
 
Name:
Brad Johann
 
Title:
Vice President

    

Signature Page to Sixth Amendment

        


 
ABN AMRO CAPITAL USA LLC
 
 
 
 
 
 
 
By:
/s/ Urvashi Zutshi
 
Name:
Urvashi Zutshi
 
Title:
Managing Director
 
 
 
 
 
 
 
By:
/s/ Elizabeth Johnson
 
Name:
Elizabeth Johnson
 
Title:
Director


Signature Page to Sixth Amendment

        


COMPASS BANK
 
 
 
 
 
 
 
By:
/s/ Kathleen J. Bowen
 
Name:
Kathleen J. Bowen
 
Title:
Managing Director
    

Signature Page to Sixth Amendment

        


 
DNB CAPITAL LLC
 
 
 
 
 
 
 
By:
/s/ Asulv Tveit
 
Name:
Asulv Tveit
 
Title:
First Vice President
 
 
 
 
 
 
 
By:
/s/ Robert Dupree
 
Name:
Robert Dupree
 
Title:
Senior Vice President

    

Signature Page to Sixth Amendment

        


 
MUFG UNION BANK, N.A.
(f/k/a Union Bank, N.A.)
 
 
 
 
 
 
 
By:
/s/ Stacey Goldstein
 
Name:
Stacy Goldstein
 
Title:
Vice President


Signature Page to Sixth Amendment

        


 
CAPITAL ONE, N.A.
 
 
 
 
 
 
 
By:
/s/ Matthew L. Molero
 
Name:
Matthew L. Molero
 
Title:
Sr. Vice President


Signature Page to Sixth Amendment

        


 
SUNTRUST BANK
 
 
 
 
 
 
 
By:
/s/ Chulley Bogle
 
Name:
Chulley Bogle
 
Title:
Vice President


Signature Page to Sixth Amendment

        


 
BANK OF AMERICA, N.A.
 
 
 
 
 
 
 
By:
/s/ Joseph Scott
 
Name:
Joseph Scott
 
Title:
Managing Director

    

Signature Page to Sixth Amendment

        


 
JPMORGAN CHASE BANK, N.A .
 
 
 
 
 
 
 
By:
/s/ Anson Williams
 
Name:
Anson Williams
 
Title:
Authorized Officer

Signature Page to Sixth Amendment

        


 
DEUTSCHE BANK AG NEW YORK BRANCH
 
 
 
 
 
 
 
By:
/s/ Kirk L. Tashjian
 
Name:
Kirk L. Tashjian
 
Title:
Director
 
 
 
 
 
 
 
By:
/s/ Peter Cucchiara
 
Name:
Peter Cucchiara
 
Title:
Vice President


    

Signature Page to Sixth Amendment

        


 
GOLDMAN SACHS LENDING PARTNERS LLC
 
 
 
 
 
 
 
By:
/s/ Jamie Minieri
 
Name:
Jamie Minieri
 
Title:
Authorized Signatory

    

Signature Page to Sixth Amendment

        


 
MACQUARIE BANK LIMITED
 
 
 
 
 
 
 
By:
/s/ Andrew McGrath
 
Name:
Andrew McGrath
 
Title:
Executive Director
 
 
 
 
 
 
 
By:
/s/ Robert McRobbie
 
Name:
Robert McRobbie
 
Title:
Division Director

    

Signature Page to Sixth Amendment

        


 
MORGAN STANLEY BANK, N.A.
 
 
 
 
 
 
 
By:
/s/ Mathew Meyers
 
Name:
Mathew Meyers
 
Title:
Authorized Signatory

Signature Page to Sixth Amendment

        


 
BP ENERGY COMPANY
 
 
 
 
 
 
 
By:
/s/ Ryan McGeachie
 
Name:
Ryan McGeachie
 
Title:
Attorney-in-Fact



Signature Page to Sixth Amendment

        


 
BNP PARIBAS
 
 
 
 
 
 
 
By:
/s/ Scott Joyce
 
Name:
Scott Joyce
 
Title:
Managing Director
 
 
 
 
 
 
 
By:
/s/ Julien Pecoud-Bouvet
 
Name:
Julien Pecoud-Bouvet
 
Title:
Vice-President

Signature Page to Sixth Amendment

        


BRANCH BANKING AND TRUST COMPANY
 
 
 
 
 
 
 
By:
/s/ Parud June
 
Name:
Parud June
 
Title:
Vice President

Signature Page to Sixth Amendment

        


SUMITOMO MITSUI BANKING CORPORATION
 
 
 
 
 
 
 
By:
s/ James D. Weinstein
 
Name:
James D. Weinstein
 
Title:
Managing Director

Signature Page to Sixth Amendment

        


WHITNEY BANK
 
 
 
 
 
 
 
By:
/s/ Liana Tchernysheva
 
Name:
Liana Tchernysheva
 
Title:
Senior Vice President

Signature Page to Sixth Amendment

        


ASSOCIATED BANK, N.A.
 
 
 
 
 
 
 
By:
/s/ Elizabeth Sarazen
 
Name:
Elizabeth Sarazen
 
Title:
Portfolio Manager

Signature Page to Sixth Amendment

        


KEYBANK NATIONAL ASSOCIATION
 
 
 
 
 
 
 
By:
/s/ John Dravenstott
 
Name:
John Dravenstott
 
Title:
Vice President

Signature Page to Sixth Amendment

        


THE HUNTINGTON NATIONAL BANK
 
 
 
 
 
 
 
By:
/s/ Margaret Niekrash
 
Name:
Margaret Niekrash
 
Title:
Vice President

Signature Page to Sixth Amendment

        


FIFTH THIRD BANK
 
 
 
 
 
 
 
By:
s/ Justin Bellamy
 
Name:
Justin Bellamy
 
Title:
Director

Signature Page to Sixth Amendment

        


NATIXIS
 
 
 
 
 
 
 
By:
/s/ Louis P. Laville, III
 
Name:
Louis P. Laville, III
 
Title:
Managing Director
 
 
 
 
 
 
 
By:
/s/ Vikram Nath
 
Name:
Vikram Nath
 
Title:
Vice President


Signature Page to Sixth Amendment

        


 
TORONTO DOMINION (NEW YORK) LLC
 
 
 
 
 
 
 
By:
/s/ Savo Bozic
 
Name:
Sovo Bozic
 
Title:
Authorized Signatory

Signature Page to Sixth Amendment

        


MIZUHO BANK LTD.
 
 
 
 
 
 
 
By:
/s/ Leon Mo
 
Name:
Leon Mo
 
Title:
Authorized Signatory

Signature Page to Sixth Amendment

        


CARGILL, INCORPORATED
 
 
 
 
 
 
 
By:
/s/ Tyler R. Smith
 
Name:
Tyler R. Smith
 
Title:
Authorized Signer


Signature Page to Sixth Amendment

        

 
 
PNC BANK NATIONAL ASSOCIATION
 
 
 
 
 
 
 
By:
/s/ Tom Byargeon
 
Name:
Tom Byargeon
 
Title:
Managing Director

Signature Page to Sixth Amendment

        


 
NEXTERA ENERGY POWER MARKETING, LLC
 
 
 
 
 
 
 
By:
/s/ Lawrence Silverstein
 
Name:
Lawrence Silverstein
 
Title:
Senior Vice President
and Managing Director


Signature Page to Sixth Amendment


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


Signature Page to Tenth Amendment and Borrowing
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


Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
ROYAL BANK OF CANADA, as a Lender
 
 
 
 
 
 
 
By:
/s/ Don J. McKinnerney
 
 
Don J. McKinnerney
 
 
Authorized Signatory

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
 
BARCLAYS BANK PLC, as a Lender
 
 
 
 
 
 
 
By:
/s/ Luke Syme
 
 
Luke Syme
 
 
Assistant Vice President


Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
CITIBANK, N.A., as a Lender
 
 
 
 
 
 
 
By:
/s/ Saqeeb Ludhi
 
 
Saqeeb Ludhi
 
 
Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
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


Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
GOLDMAN SACHS BANK USA, as a Lender
 
 
 
 
 
 
 
By:
/s/ Jamie Minieri
 
Name:
Jamie Minieri
 
Title:
Authorized Signatory

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
BANK OF MONTREAL, as a Lender
 
 
 
 
 
 
 
By:
/s/ James V. Ducote
 
Name:
James V. Ducote
 
Title:
Managing Director

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
THE BANK OF NOVA SCOTIA, as a Lender
 
 
 
 
 
 
 
By:
/s/ Alan Dawson
 
Name:
Alan Dawson
 
Title:
Director

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
BANK OF AMERICA, N.A., as a Lender
 
 
 
 
 
 
 
By:
/s/ Joseph Scott
 
Name:
Joseph Scott
 
Title:
Managing Director

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
CAPITAL ONE, N.A., as a Lender
 
 
 
 
 
 
 
By:
/s/ Matthew L. Molero
 
Name:
Matthew L. Molero
 
Title:
Sr. Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
JPMORGAN CHASE BANK, N.A., as a Lender
 
 
 
 
 
 
 
By:
/s/ Anson Williams
 
Name:
Anson Williams
 
Title:
Authorized Officer

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
SUN TRUST BANK, as a Lender
 
 
 
 
 
 
 
By:
/s/ Chulley Bogle
 
Name:
Chulley Bogle
 
Title:
Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
U.S. BANK NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
 
 
By:
/s/ Brad Johann
 
Name:
Brad Johann
 
Title:
Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
COMPASS BANK, as a Lender
 
 
 
 
 
 
 
By:
/s/ Kathleen J. Bowen
 
Name:
Kathleen Bowen
 
Title:
Managing Director

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
SOCIETE GENERALE, as a Lender
 
 
 
 
 
 
 
By:
/s/ Max Sonnonstine
 
Name:
Max Sonnonstine
 
Title:
Director

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
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

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
COMERICA BANK, as a Lender
 
 
 
 
 
 
 
By:
/s/ William Robinson
 
Name:
William Robinson
 
Title:
Senior Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
BRANCH BANKING AND TRUST COMPANY, as a Lender
 
 
 
 
 
 
 
By:
/s/ Parul June
 
Name:
Parul June
 
Title:
Vice President

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
FIFTH THIRD BANK, as a Lender
 
 
 
 
 
 
 
By:
/s/ Justin Bellamy
 
Name:
Justin Bellamy
 
Title:
Director

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
PNC BANK NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
 
 
By:
/s/ Tom Tyargeon
 
Name:
Tom Tyargeon
 
Title:
Managing Director

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
KEYBANK NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
 
 
By:
/s/ John Dravenstott
 
Name:
John Dravenstott
 
Title:
Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
THE HUNTINGTON NATIONAL BANK, as a Lender
 
 
 
 
 
 
 
By:
/s/ Margaret Niekrash
 
Name:
Margaret Niekrash
 
Title:
Vice President

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
ASSOCIATED BANK, N.A., as a Lender
 
 
 
 
 
 
 
By:
/s/ Farhan Iqbal
 
Name:
Farhan Iqbal
 
Title:
Senior Vice President

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
REGIONS BANK, solely for purposes of Section 4 as an Exiting Lender
 
 
 
 
 
 
 
By:
 
 
Name:
 
 
Title:
 

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
MORGAN STANLEY BANK, N.A., as a Lender
 
 
 
 
 
 
 
By:
/s/ Mathew Meyers
 
Name:
Mathew Meyers
 
Title:
Authorized Signatory

Signature Page to Tenth Amendment and Borrowing
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
BP ENERGY COMPANY, as a Lender
 
 
 
 
 
 
 
By:
/s/ Ryan McGeachie
 
Name:
Ryan McGeachie
 
Title:
Attorney-in-Fact

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
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

Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC





 
COMMONWEALTH BANK OF AUSTRALIA, as a Lender
 
 
 
 
 
 
 
By:
/s/ Sanjay Remond
 
Name:
Sanjay Remond
 
Title:
Director


Signature Page to Tenth Amendment and Borrowing
Base Agreement Berry Petroleum Company, LLC