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): October 14, 2008
BERRY PETROLEUM
COMPANY
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1-9735
(Commission
File Number)
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77-0079387
(IRS
Employer
Identification
Number)
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1999 BROADWAY, STE. 3700,
DENVER, CO
(Address
of Principal Executive Offices)
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80202
(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 999-4400
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:
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))
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Item
1.01 Entry into a Material Definitive Agreement
On
October 17, 2008, Berry Petroleum Company (the “Company”) entered
into a First Amendment (the “Amendment”) to the Amended and Restated Credit
Agreement dated as of July 15, 2008, (the “Credit Agreement”), with Wells Fargo
Bank, N.A. and other lenders.
The
Credit Agreement is a $1.5 billion secured revolving facility, originally
providing an initial borrowing base of $1 billion. The Amendment
increases the borrowing base to $1.25 billion, with current commitments at $1.08
billion, adds an accordion feature that allows the Company to increase borrowing
commitments to $1.25 billion without further bank approval, and modifies the
annual commitment fee and the interest rate margins. The Amendment
also shortened the maturity date by one year to July 15, 2012. The
Amendment contains usual and customary conditions, representations, and
warranties. A copy of the Amendment has been attached to this report
as Exhibit 10.1 and is incorporated herein by reference. The press
release announcing the Amendment is furnished as Exhibit 99.1.
Item
1.02 Termination of a Material Definitive Agreement
On
October 14, 2008, the Company terminated the $100 million senior unsecured
revolving credit facility (the “Facility”) with Société Générale, BNP Paribas,
and BNP Paribas Securities Corp. entered into on July 30, 2008. The
Facility, which the Company never drew upon, was to mature on December 31,
2008. Having increased its borrowing base through the Amendment to
the Credit Agreement as described in Item 1.01 above, the Company, in its
discretion, terminated the Facility, which did not result in any early
termination penalties.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The
information included under Item 1.01 of this report relating to the Amendment to
the Credit Agreement is incorporated by referenced under this Item
2.03.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1
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First
Amendment to Amended and Restated Credit Agreement by and among Berry
Petroleum Company, Wells Fargo Bank, N.A., and other
lenders
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99.1
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Press
Release dated October 17, 2008
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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 hereto
duly authorized.
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BERRY PETROLEUM
COMPANY
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By:
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/s/
Kenneth A. Olson
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Kenneth
A. Olson
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Corporate
Secretary
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Date:
October 17, 2008
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