Borrowing Base Agreement [Amendment No. 10] (2015)Full Document 

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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.
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