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): February
19, 2009
BERRY PETROLEUM
COMPANY
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
1-9735
(Commission
File Number)
|
77-0079387
(IRS
Employer
Identification
Number)
|
|
1999
BROADWAY, DENVER, CO
(Address
of Principal Executive Offices)
|
80220
(Zip
Code)
|
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))
1
Item
1.01 Entry into a Material Definitive Agreement
On
February 19, 2009, Berry Petroleum Company (the “Company”) entered
into a Second Amendment (the “Second 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. One hundred percent of the
lenders in the Credit Agreement approved the Second Amendment.
The
Credit Agreement is a $1.5 billion secured revolving facility, originally
providing an initial borrowing base of $1.25 billion. The Second
Amendment increases the maximum EBITDAX to total funded debt ratio to 4.75
through year-end 2009, to 4.50 through year-end 2010 and to 4.0 through year-end
2011. Additionally, the write off of $38.5 million to bad debt
expense associated with the bankruptcy of Big West will be excluded from the
calculation of EBITDAX. The LIBOR and prime rate margins increased to
between 2.25% and 3.0% based on the ratio of credit outstanding to the borrowing
base. Additionally, the annual commitment fee on the unused portion
of the credit facility increased to 0.50%, regardless of the amount
outstanding. The deferred costs of this amendment of $4.5 million
will be amortized over the remaining term of the facility.
The
Amendment contains usual and customary conditions, representations, and
warranties. A copy of the Amendment is attached as an
exhibit to this report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
10.1
|
Second 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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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.
|
BERRY
PETROLEUM COMPANY
|
||||
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By:
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/s/ Kenneth A.
Olson
|
|||
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Kenneth
A. Olson
|
||||
|
Corporate
Secretary
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||||
Date: February
20, 2009
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