BERRY PETROLEUM COMPANY, LLC AND EACH OF THE GUARANTORS PARTY HERETO 7.000% SENIOR NOTES DUE 2026 INDENTURE Dated as of February 8, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of February 8, 2018 among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Issuer”), Berry Petroleum Corporation, a Delaware corporation (the “Company”) and the other Guarantors (as defined) that may from time to time be party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee.
REGISTRATION RIGHTS AGREEMENT by and among BERRY PETROLEUM CORPORATION and THE HOLDERS PARTY HERETO Dated as of February 28, 2017Registration Rights Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 28, 2017 by and among Berry Petroleum Corporation, a Delaware corporation (the “Company”) and the Holders party hereto pursuant to the Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and certain of their subsidiaries and affiliates (the “Plan”) under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
CREDIT AGREEMENT Dated as of July 31, 2017 Among BERRY PETROLEUM COMPANY, LLC as Borrower, BERRY PETROLEUM CORPORATION as Parent Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and Issuing Lender, and THE LENDERS NAMED HEREIN...Credit Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT dated as of July 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (the “Parent”), the Lenders (as defined below) and Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders and as Issuing Lender (as defined below).
ASSIGNMENT AGREEMENTAssignment Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Delaware
This Assignment Agreement (this “Assignment”) is made and entered into to be effective as of February 28, 2017 (the “Effective Date”), by and between Linn Acquisition Company, LLC, a Delaware limited liability company (the “Assignor”), and Berry Petroleum Corporation, a Delaware corporation (the “Assignee”).
PLEDGE AGREEMENTPledge Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Texas
This PLEDGE AGREEMENT (the “Agreement”), dated as of February 28, 2017, is made by Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (“Parent Guarantor” together with the Borrower and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, collectively the “Pledgors” and each individually a “Pledgor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the benefit of the Secured Parties.
SECURITY AGREEMENTSecurity Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Security Agreement dated as of July 31, 2017 (this “Security Agreement”) is by and among Berry Petroleum Company, LLC, a Delaware limited liability company (“Borrower”), Berry Petroleum Corporation, a Delaware corporation (the “Parent”), each Subsidiary (as defined in the Credit Agreement described below) of Borrower signatory hereto (together with Borrower and the Parent, the “Grantors” and individually, each a “Grantor”) and Wells Fargo Bank, National Associate, as the administrative agent (in such capacity, the “Administrative Agent”), for its benefit and the benefit of the Secured Parties (as defined in the Credit Agreement described below) and as the issuing lender (in such capacity, the “Issuing Lender”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Stockholders Agreement (this “Agreement”) is made as of February 28, 2017, by and among Berry Petroleum Corporation, a Delaware corporation (the “Company”), and each of the Stockholders (as defined below) named on the signature pages hereto.
CREDIT AGREEMENT dated as of February 28, 2017 among BERRY PETROLEUM COMPANY, LLC, as Borrower, BERRY PETROLEUM CORPORATION, as Parent Guarantor, Each of the Subsidiaries of Borrower and Parent Guarantor, each as a Subsidiary Guarantor, WELLS FARGO...Credit Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of February 28, 2017, is among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”); Berry Petroleum Corporation, a Delaware corporation (the “Parent Guarantor”); each of the Subsidiaries of the Borrower and Parent Guarantor (the “Subsidiary Guarantors” and each a “Subsidiary Guarantor” and together with the Borrower and Parent Guarantor, the “Obligors” and each an “Obligor”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECURITY AGREEMENTSecurity Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Texas
THIS SECURITY AGREEMENT is dated as of February 28, 2017, by Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (“Parent Guarantor” and together with the Borrower and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto, collectively the “Debtors”, and each individually a “Debtor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the benefit of the Secured Parties.
GUARANTY AGREEMENTGuaranty Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Guaranty Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”) is executed by each of the undersigned (individually a “Guarantor” and collectively, the “Guarantors”), in favor of Wells Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein) and as the issuing lender (in such capacity, the “Issuing Lender”).
GUARANTY AGREEMENTGuaranty Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Texas
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of the credit and other financial accommodations to be extended to Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”) pursuant to the Credit Agreement (as defined below), each of the Borrower and Berry Petroleum Corporation, a Delaware corporation (“Parent Guarantor” and together with the Borrower and each Person who becomes a party to this Guaranty by execution of a supplement in the form of Exhibit A hereto, collectively the “Guarantors” and each individually a “Guarantor”) hereby furnishes this guaranty (this “Guaranty”), dated as of February 28, 2017, of the Guaranteed Obligations (as defined below) for the benefit of the Guaranteed Parties (as defined below) as follows:
PLEDGE AGREEMENTPledge Agreement • February 14th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Pledge Agreement dated as of July 31, 2017 (this “Pledge Agreement”) is by and among each of the undersigned (individually, a “Pledgor” and collectively the “Pledgors”) and Wells Fargo Bank, National Association, as administrative agent (in such capacity the “Administrative Agent”) under the Credit Agreement (as hereinafter defined), for its benefit and the benefit of the Secured Parties (as defined in the Credit Agreement described below) and as the issuing lender (in such capacity, the “Issuing Lender”).
