Berry Petroleum Corporation Common Stock Underwriting AgreementUnderwriting Agreement • July 16th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
Berry Petroleum Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of common stock, par value $0.001 per share of the Company (“Stock”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , between Berry Petroleum Corporation, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Credit Agreement dated as of August 26, 2021 among Berry Petroleum Company, LLC, as Borrower, Berry Corporation (bry), as Parent JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank Valley Republic Bank, as Syndication Agent and The...Credit Agreement • August 27th, 2021 • Berry Corp (Bry) • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of August 26, 2021 by and among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Corporation (bry), a Delaware corporation (the “Parent”), each of the Lenders from time to time party hereto, and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as Administrative Agent and an Issuing Bank (each as defined below) and Valley Republic Bank as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”).
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE BERRY CORPORATION (bry) 2022 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • March 8th, 2024 • Berry Corp (Bry) • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Berry Corporation (bry), a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Berry Corporation (bry) 2022 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE BERRY CORPORATION (BRY) 2022 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • March 8th, 2024 • Berry Corp (Bry) • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Berry Corporation (bry), a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Berry Corporation (bry) 2022 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 30th, 2022 • Berry Corp (Bry) • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Berry Petroleum Company, LLC, a Delaware limited liability company (the “Company”), and Fernando Araujo (“Executive”), effective as of January 1, 2023 (the “Effective Date”). Berry Corporation (bry), a Delaware corporation and a 100% parent of the Company (“Berry Corporation”), is joining in this Agreement for the limited purpose of reflecting its agreement to the matters set forth herein as to it (and specifically, to Section 3.3 below), but such joinder is not intended to make Berry Corporation the employer of Executive for any purpose. Certain capitalized terms used in this Agreement are defined in Section 8.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 27th, 2020 • Berry Corp (Bry) • Crude petroleum & natural gas • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Berry Petroleum Company, LLC, a Delaware limited liability company (the “Company”), and Danielle Hunter (“Executive”), effective as of this 28th day of January, 2020 (the “Effective Date”). Berry Petroleum Corporation, a Delaware corporation and a 100% parent of the Company (“Berry Petroleum”), is joining in this Agreement for the limited purpose of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Berry Petroleum the employer of Executive for any purpose. Certain capitalized terms used in this Agreement are defined in Section 8.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE SECOND AMENDED AND RESTATED BERRY PETROLEUM CORPORATION 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • March 8th, 2019 • Berry Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Berry Petroleum Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Second Amended and Restated Berry Petroleum Corporation 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among BERRY PETROLEUM CORPORATION and THE HOLDERS PARTY HERETO Dated as of June 28, 2018Registration Rights Agreement • June 29th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 28, 2018 by and among Berry Petroleum Corporation, a Delaware corporation (the “Company”) and the Holders (as defined herein) party hereto.
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE BERRY PETROLEUM CORPORATION 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • July 16th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Berry Petroleum Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Berry Petroleum Corporation 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE SECOND AMENDED AND RESTATED BERRY PETROLEUM CORPORATION 2017 OMNIBUS INCENTIVE PLANPrsu Award Agreement • May 5th, 2021 • Berry Corp (Bry) • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Berry Petroleum Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Second Amended and Restated Berry Petroleum Corporation 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Amendment No. 2 to Credit Agreement (this “Agreement”) dated as of March 8, 2018 (the “Effective Date”), is among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (the “Parent” and the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
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 • June 29th, 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).
LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 29th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Limited Waiver and Amendment No. 1 to Credit Agreement (this “Agreement”) dated as of November 16, 2017 (the “Effective Date”), is among Berry Petroleum Company LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (the “Parent”), and the other guarantors party hereto (with the Parent, each a “Guarantor,” and collectively, the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender, and the Lenders (as defined below).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE BERRY PETROLEUM CORPORATION 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • July 16th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Berry Petroleum Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Berry Petroleum Corporation 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
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”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2023 • Berry Corp (Bry) • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of November 3, 2023 (the “Fifth Amendment Effective Date”), is by and among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Corporation (bry), a Delaware corporation (the “Parent” and, together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 16th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July , 2018, by and between Berry Petroleum Corporation, a Delaware corporation (the “Company”), and each of the parties identified on Schedule I hereto (each a “Seller” and collectively, the “Sellers”).
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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 10th, 2021 • Berry Corp (Bry) • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT to Credit Agreement (this “First Amendment”), dated as of December 8, 2021 (the “First Amendment Effective Date”), is by and among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”); Berry Corporation (bry), a Delaware corporation (the “Parent”, and together with the Borrower, the “Loan Parties”); each of the Lenders that is a signatory hereto; and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSConfirming Release Agreement • August 5th, 2020 • Berry Corp (Bry) • Crude petroleum & natural gas • Texas
This Transition and Separation Agreement and General Release of Claims (this “Agreement”) is entered into effective as of July 31, 2020 (the “Effective Date”) by and between Gary A. Grove (“Employee”) and Berry Petroleum Company, LLC, a Delaware limited liability company (the “Company”). Berry Corporation (bry), a Delaware corporation and parent of the Company (“Berry”), enters into this agreement for the limited purpose of acknowledging and agreeing to Sections 2(b) and 2(c) below.
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.
BERRY PETROLEUM COMPANY, LLC EXECUTIVE CHAIR AGREEMENTExecutive Chair Agreement • November 30th, 2022 • Berry Corp (Bry) • Crude petroleum & natural gas • Texas
This Executive Chair Agreement (this “Agreement”) is made and entered into by and between Berry Petroleum Company, LLC, a Delaware limited liability company (the “Company”), and Arthur “Trem” Smith (“Executive”) entered into effective as of January 1, 2023 (the “Effective Date”). Executive and the Company are referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • December 18th, 2019 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Amendment No. 4 to Credit Agreement (this “Amendment”) dated as of December 17, 2019 (the “Effective Date”), is among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation (the “Parent” and the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 30th, 2018 • Berry Petroleum Corp • Crude petroleum & natural gas • New York
This Amended and Restated Stockholders Agreement (this “Agreement”) is made as of July 30, 2018, by and among Berry Petroleum Corporation, a Delaware corporation (the “Company”), and the Stockholder Group (as defined below).
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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2022 • Berry Corp (Bry) • Crude petroleum & natural gas • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Berry Petroleum Company, LLC, a Delaware limited liability company (the “Company”) and Michael Helm (“Employee”), effective as of January 1, 2023 (the “Effective Date”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 8th, 2024 • Berry Corp (Bry) • Crude petroleum & natural gas
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 4, 2024, is entered into by and among Macpherson Energy, LLC, a Delaware limited liability company, Macpherson Oil Company LLC, a California limited liability company, Macpherson Round Mountain Holdings, LLC, a California limited liability company, Macpherson Power Company, LLC, a California limited liability company, Macpherson Power Company, L.P., a California limited partnership, Macpherson Operating Company, LLC, a California limited liability company, Macpherson Operating Company, L.P., a California limited partnership, Macpherson Power Commercial Services, LLC, a California limited liability company, Macpherson Power Commercial Services, L.P., a California limited partnership, Macpherson Land Company, LLC, a California limited liability company and Macpherson Land Company, L.P., a California limited partnership (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Berry Corporation (bry) (f/k/a
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 8th, 2024 • Berry Corp (Bry) • Crude petroleum & natural gas
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of February 23, 2024 (the “Sixth Amendment Effective Date”), is by and among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Corporation (bry), a Delaware corporation (the “Parent” and, together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 8th, 2024 • Berry Corp (Bry) • Crude petroleum & natural gas
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 8, 2024, is entered into by and among Macpherson Green Power Company, LLC, a California limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Berry Corporation (bry) (f/k/a Berry Petroleum Corporation), a Delaware corporation (the “Company”), Berry Petroleum Company, LLC, a Delaware limited liability company (the “Issuer”), the Company, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee under the Indenture referred to below (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 27th, 2020 • Berry Corp (Bry) • Crude petroleum & natural gas • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Berry Petroleum Company, LLC, a Delaware limited liability company (the “Company”), and Megan Silva (“Executive”), effective as of this 4th day of February, 2020 (the “Effective Date”). Berry Petroleum Corporation, a Delaware corporation and a 100% parent of the Company (“Berry Petroleum”), is joining in this Agreement for the limited purpose of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Berry Petroleum the employer of Executive for any purpose. Certain capitalized terms used in this Agreement are defined in Section 5.
