Effective April 13, 2012, Berry Petroleum Company ("Company") entered into a Fourth Amendment (the "Fourth Amendment") to its Second Amended and Restated Credit Agreement dated November 15, 2010 by and among the Company and Wells Fargo Bank, N.A. and other lenders (the "Credit Agreement").

The borrowing base in the Credit Agreement was increased to $1,400 million. The Fourth Amendment, among other things, amended the oil hedging contracts covenant. In addition, the Fourth Amendment contains usual and customary conditions, representations and warranties. The foregoing description of the Fourth Amendment is not complete and is subject to and qualified in its entirety by reference to the Fourth Amendment, a copy of which is attached hereto as Exhibit 4.1 and the terms of which are incorporated herein by reference.

The information set forth in Item 1.01 is incorporated herein by reference.

(d) Exhibits.

EXHIBIT
NUMBER                                     DESCRIPTION
    4.1        -       Fourth Amendment to the Second Amended and Restated Credit
                       Agreement dated April 13, 2011 by and among the Company and
                       Wells Fargo Bank, N.A. and other lenders