JOINDER AGREEMENT

This JOINDER AGREEMENT (the “ Joinder Agreement ”) is made as of the 13 ^th day of November, 2008 by and among  BERRY PETROLEUM COMPANY, a Delaware corporation (“ Borrower ”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as LC Issuer, Swing Line Lender and Administrative Agent  (in such capacity, “ Administrative Agent ”), and BANK OF MONTREAL (“New Lender”).

Borrower, Administrative Agent, LC Issuer, Swing Line Lender and the Lenders named therein are parties to that certain Amended and Restated Credit Agreement dated as of July 15, 2008 (as amended to the date hereof and as otherwise amended, supplemented, restated, increased, extended or otherwise modified from time to time, the “ Credit Agreement ”).  All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement.

Pursuant to Section 2.10 of the Credit Agreement, Borrower has the right to cause from time to time an increase in the Commitments and the Aggregate Commitment by adding to the Credit Agreement, subject to the approval of the Administrative Agent, LC Issuer and Swing Line Lender, an additional Lender which is an Eligible Assignee; provided however (i) no Default shall exist, (ii) no such increase shall result in the Aggregate Commitments exceeding $1,250,000,000, and (iii) no such increase shall be in an amount less than $5,000,000.

1.   Borrower and New Lender hereby agree that, from and after the date hereof, New Lender shall have the Commitment as set forth on the attached Supplement to Schedule 1 .  By its execution and delivery of this Joinder Agreement, New Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement to the extent of such Commitment.  Such Commitment of New Lender shall represent an increase in the Commitments and the Aggregate Commitment pursuant to Section 2.10 of the Credit Agreement.

2.   Administrative Agent, LC Issuer, Swing Line Lender and Borrower hereby consent to and approve the Commitment of New Lender and such resulting increase in the Aggregate Commitment pursuant to Section 2.10 of the Credit Agreement.

3.   New Lender hereby represents and warrants as follows: (a) it has full power and authority, and has taken all action necessary to execute and deliver this Joinder Agreement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of any consents that may be required under the Credit Agreement), (c) from and after the Increase Effective Date (hereinafter defined), it shall, to the extent of its Commitment, be bound by the provisions of the Credit Agreement as a Lender thereunder, and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (d) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.2  (a) and (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (e) if it is a Foreign Lender, attached to this Joinder Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and