0001015402-05-003757 Sample Contracts

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT
Subordinated Credit Agreement • August 5th, 2005 • Brigham Exploration Co • Crude petroleum & natural gas • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT (herein called this “Amendment”) is made as of the 29th day of June, 2005, by and among BRIGHAM OIL & GAS, L.P., a Delaware limited partnership (the “Borrower”), BRIGHAM EXPLORATION COMPANY, a Delaware corporation (“Brigham Exploration”), BRIGHAM, INC., a Nevada corporation (the “General Partner”), the lenders party to the Agreement from time to time (the “Lenders”), and THE ROYAL BANK OF SCOTLAND plc, as Agent (in such capacity, the “Agent”).

SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • August 5th, 2005 • Brigham Exploration Co • Crude petroleum & natural gas • New York

THIS SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") is made as of January 21, 2005, by and between The Royal Bank of Scotland plc, as agent (in such capacity, and together with any successor in such capacity, the "Subordinated Agent") for each of the lenders that is signatory to, or which becomes a signatory to, the Subordinated Credit Agreement (as defined below) (collectively, the "Subordinated Lenders"), and Société Générale, as agent (in such capacity as agent, and together with any successor in such capacity, the "Senior Agent") for each of the lenders that is signatory to, or which becomes a signatory to the Senior Credit Agreement (as defined below) (collectively, the "Senior Lenders").

RESIGNATION OF AGENT, APPOINTMENT OF SUCCESSOR AGENT AND ASSIGNMENT OF SECURITY INSTRUMENTS
Brigham Exploration Co • August 5th, 2005 • Crude petroleum & natural gas • New York

This Resignation of Agent, Appointment of Successor Agent and Assignment of Security Instruments (this “Agreement”) is dated effective June 29, 2005 by and among Brigham Oil & Gas, L.P. (the "Borrower"), Société Générale ("Assignor") and Bank of America, N.A. ("Assignee").

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
And Subordination Agreement • August 5th, 2005 • Brigham Exploration Co • Crude petroleum & natural gas • New York
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