Exhibit
        10.1











Published
      CUSIP Number: 10917QAA1




**FOURTH
      AMENDED AND RESTATED CREDIT AGREEMENT**





among





**BRIGHAM
      OIL & GAS, L.P.,**





as
      Borrower,





**BRIGHAM
      EXPLORATION COMPANY** ,


and


**BRIGHAM,
      INC.,**





as
      Guarantors,





**THE
      LENDERS PARTY HERETO from time to time**





as
      Lenders,





**BANK
      OF AMERICA, N.A.,**





as
      Administrative Agent and as Issuing Lender





**THE
      ROYAL BANK OF SCOTLAND plc** ,





As
      Co-Arranger and Documentation Agent,





and





**BNP
      PARIBAS** ,





As
      Co-Arranger and Syndication Agent










**BANC
      OF AMERICA SECURITIES LLC**





as
      Lead
      Arranger and Sole Book Runner











June
      29,
      2005
















**TABLE
      OF CONTENTS**





PageARTICLE
                  IDEFINITIONS
                  AND ACCOUNTING TERMS
              1Section
                  1.01
              Certain
                  Defined Terms
              1Section
                  1.02
              Computation
                  of Time Periods
              20Section
                  1.03
              Accounting
                  Terms; Changes in GAAP
              20Section
                  1.04
              Types
                  of Advances
              20Section
                  1.05
              Miscellaneous
              20Section
                  1.06
              Times
                  of Day
              21Section
                  1.07
              Letter
                  of Credit Amounts
              21ARTICLE
                  IICREDIT
                  FACILITIES
              21Section
                  2.01
              Revolving
                  Credit Facility
              21Section
                  2.02
              Borrowing
                  Base
              22Section
                  2.03
              Method
                  of Borrowing
              24Section
                  2.04
              Reduction
                  of the Commitments
              26Section
                  2.05
              Prepayment
                  of Advances
              27Section
                  2.06
              Repayment
                  of Advances
              28Section
                  2.07
              Letters
                  of Credit
              29Section
                  2.08
              Fees
              36Section
                  2.09
              Interest
              37Section
                  2.10
              Payments
                  and Computations
              39Section
                  2.11
              Sharing
                  of Payments, Etc
              40Section
                  2.12
              Breakage
                  Costs
              41Section
                  2.13
              Increased
                  Costs
              41Section
                  2.14
              Taxes
              42ARTICLE
                  IIICONDITIONS
                  OF LENDING
              44Section
                  3.01
              Conditions
                  Precedent to Closing Date
              44Section
                  3.02
              Conditions
                  Precedent to All Borrowings
              47ARTICLE
                  IVREPRESENTATIONS
                  AND WARRANTIES
              48Section
                  4.01
              Corporate
                  Existence; Subsidiaries
              48Section
                  4.02
              Corporate
                  Power
              48Section
                  4.03
              Authorization
                  and Approvals
              49
  
  Section
                        4.04
                    Enforceable
                        Obligations
                    49Section
                        4.05
                    Financial
                        Statements
                    49Section
                        4.06
                    True
                        and Complete Disclosure
                    49Section
                        4.07
                    Litigation
                    50Section
                        4.08
                    Taxes
                    50Section
                        4.09
                    Pension
                        Plans
                    51Section
                        4.10
                    Condition
                        of Property; Casualties
                    51Section
                        4.11
                    Security
                        Instruments
                    53Section
                        4.12
                    No
                        Burdensome Restrictions; No Defaults
                    53Section
                        4.13
                    Environmental
                        Condition
                    54Section
                        4.14
                    Gas
                        Contracts
                    55Section
                        4.15
                    Compliance
                        with Laws
                    55Section
                        4.16
                    Material
                        Agreements
                    55Section
                        4.17
                    Organizational
                        Documents
                    55Section
                        4.18
                    Guarantors
                    56Section
                        4.19
                    Insurance
                    56Section
                        4.20
                    Use
                        of Proceeds
                    56Section
                        4.21
                    Investment
                        Company Act
                    56Section
                        4.22
                    Public
                        Utility Holding Company Act
                    56Section
                        4.23
                    Transmitting
                        Utility
                    56ARTICLE
                        VAFFIRMATIVE
                        COVENANTS
                    56Section
                        5.01
                    Compliance
                        with Laws, Etc
                    56Section
                        5.02
                    Maintenance
                        of Insurance
                    57Section
                        5.03
                    Preservation
                        of Corporate Existence, Etc
                    57Section
                        5.04
                    Payment
                        of Taxes, Etc
                    57Section
                        5.05
                    Inspection;
                        Books and Records
                    58Section
                        5.06
                    Reporting
                        Requirements
                    58Section
                        5.07
                    Maintenance
                        of Property
                    61Section
                        5.08
                    Environmental
                        Laws
                    61Section
                        5.09
                    Payment
                        of Trade Payables
                    62Section
                        5.10
                    Use
                        of Proceeds
                    62Section
                        5.11
                    Additional
                        Collateral
                    62Section
                        5.12
                    New
                        Subsidiaries
                    62
  2
  Section
                          5.13
                      Title
                      63Section
                          5.14
                      Further
                          Assurances
                      63ARTICLE
                          VINEGATIVE
                          COVENANTS
                      63Section
                          6.01
                      Liens,
                          Etc
                      64Section
                          6.02
                      Debts,
                          Guaranties, and Other Obligations
                      64Section
                          6.03
                      Agreements
                          Restricting Liens and Distributions
                      65Section
                          6.04
                      Merger
                          or Consolidation
                      65Section
                          6.05
                      Sales
                          of Assets
                      66Section
                          6.06
                      Restricted
                          Payments
                      66Section
                          6.07
                      Investments
                          and Acquisitions
                      66Section
                          6.08
                      Affiliate
                          Transactions
                      67Section
                          6.09
                      Compliance
                          with ERISA
                      67Section
                          6.10
                      Sales
                          and Leasebacks
                      68Section
                          6.11
                      Change
                          of Business
                      68Section
                          6.12
                      Use
                          of Proceeds
                      68Section
                          6.13
                      Gas
                          Imbalances, Take-or-Pay or Other Prepayments
                      68Section
                          6.14
                      Additional
                          Subsidiaries
                      68Section
                          6.15
                      Limitation
                          on Leases
                      69Section
                          6.16
                      Equity
                          Interests of Partners
                      69Section
                          6.17
                      Change
                          of Name; Fiscal Year; Accounting Method
                      69Section
                          6.18
                      Current
                          Ratio
                      69Section
                          6.19
                      Interest
                          Coverage Ratio
                      69Section
                          6.20
                      Restrictions
                          on Limited Partners
                      69Section
                          6.21
                      Subordinated
                          Debt
                      70Section
                          6.22
                      Advance
                          Payment Contracts
                      70ARTICLE
                          VIIEVENTS
                          OF DEFAULT; REMEDIES
                      70Section
                          7.01
                      Events
                          of Default
                      70Section
                          7.02
                      Optional
                          Acceleration of Maturity
                      72Section
                          7.03
                      Automatic
                          Acceleration of Maturity
                      72Section
                          7.04
                      Right
                          of Set-off
                      73Section
                          7.05
                      Non-exclusivity
                          of Remedies
                      73Section
                          7.06
                      Application
                          of Proceeds
                      73ARTICLE
                          VIIITHE
                          GUARANTY
                      74
  3
  Section
                            8.01
                        Liabilities
                            Guaranteed
                        74Section
                            8.02
                        Nature
                            of Guaranty
                        74Section
                            8.03
                        Agent’s
                            Rights
                        74Section
                            8.04
                        Guarantor’s
                            Waivers
                        75Section
                            8.05
                        Maturity
                            of Obligations, Payment
                        75Section
                            8.06
                        Agent’s
                            Expenses
                        75Section
                            8.07
                        Liability
                        76Section
                            8.08
                        Events
                            and Circumstances Not Reducing or Discharging any Guarantor’s
                            Obligations
                        76Section
                            8.09
                        Subordination
                            of All Guarantor Claims
                        77Section
                            8.10
                        Claims
                            in Bankruptcy
                        78Section
                            8.11
                        Payments
                            Held in Trust
                        78Section
                            8.12
                        Liens
                            Subordinate
                        78Section
                            8.13
                        Guarantor’s
                            Enforcement Rights
                        78ARTICLE
                            IXTHE
                            ADMINISTRATIVE AGENT
                        79Section
                            9.01
                        Appointment
                            and Authority
                        79Section
                            9.02
                        Rights
                            as a Lender
                        79Section
                            9.03
                        Exculpatory
                            Provisions
                        79Section
                            9.04
                        Reliance
                            by Administrative Agent
                        80Section
                            9.05
                        Delegation
                            of Duties
                        80Section
                            9.06
                        Resignation
                            of Administrative Agent
                        81Section
                            9.07
                        Non-Reliance
                            on Administrative Agent and Other Lenders
                        82Section
                            9.08
                        No
                            Other Duties, Etc
                        82Section
                            9.09
                        Administrative
                            Agent May File Proofs of Claim
                        82Section
                            9.10
                        Collateral
                            and Guaranty Matters
                        83ARTICLE
                            XMISCELLANEOUS
                        83Section
                            10.01
                        Amendments,
                            Etc
                        83Section
                            10.02
                        Notices;
                            Effectiveness; Electronic Communication
                        84Section
                            10.03
                        No
                            Waiver; Remedies
                        86Section
                            10.04
                        Expenses;
                            Indemnity; Damage Waiver
                        86Section
                            10.05
                        Binding
                            Effect
                        88Section
                            10.06
                        Successors
                            and Assigns
                        88Section
                            10.07
                        Treatment
                            of Certain Information; Confidentiality
                        92
  4
  Section
                            10.08
                        Execution
                            in Counterparts
                        92Section
                            10.09
                        Survival
                            of Representations and Warranties
                        93Section
                            10.10
                        Severability
                        93Section
                            10.11
                        Payments
                            Set Aside
                        93Section
                            10.12
                        Governing
                            Law
                        93Section
                            10.13
                        Submission
                            To Jurisdiction; Waivers
                        94Section
                            10.14
                        Waiver
                            of Jury Trial
                        94Section
                            10.15
                        Oral
                            Agreements
                        94Section
                            10.16
                        Production
                            Proceeds
                        95Section
                            10.17
                        Replacement
                            of Lenders
                        95Section
                            10.18
                        Amendment
                            and Restatement
                        96Section
                            10.19
                        USA
                            PATRIOT Act Notice
                        96Section
                            10.20
                        Termination
                        96





**EXHIBITS:**Exhibit
                A
            -
            Form
                of Assignment and AssumptionExhibit
                B
            -
            Form
                of Compliance CertificateExhibit
                C
            -
            Form
                of Notice of BorrowingExhibit
                D
            -
            Form
                of Notice of Conversion or ContinuationExhibit
                E
            -
            Form
                of NoteExhibit
                F
            -
            Form
                of Mortgage Amendment








**SCHEDULES:**Schedule
                1
            -
            Commitments
                and Pro Rata Shares





5





**FOURTH
      AMENDED AND RESTATED CREDIT AGREEMENT**





This
      Fourth Amended and Restated Credit Agreement dated as of June 29, 2005 is among
      Brigham Oil & Gas, L.P., a Delaware limited partnership (“ Borrower ”),
      Brigham Exploration Company, a Delaware corporation (“ Brigham
      Exploration ”),
      Brigham, Inc., a Nevada corporation (the “ General
      Partner ”),
      the
      lenders party hereto from time to time (“ Lenders ”),
      Bank
      of America, N.A., as administrative agent for such Lenders (in such capacity,
      the “ Administrative
      Agent ”)
      and as
      issuing lender for such Lenders (in such capacity, the “ Issuing
      Lender ”),
      Banc
      of America Securities LLC, as Lead Arranger (the “ Lead
      Arranger ”),
      The
      Royal Bank of Scotland plc, as co-arranger and documentation agent (the
“ Documentation
      Agent ”)
      and
      BNP Paribas, as co-arranger and syndication agent (the “ Syndication
      Agent ”).





**INTRODUCTION**





A. The
      Borrower,
      the Guarantors (as defined below), the lenders party thereto, and Société
Générale, as agent, are parties to that certain Third Amended and Restated
      Credit Agreement dated January 21, 2005 (the “ Existing
      Senior Credit Agreement ”).





B. The
      Borrower,
      the Lenders and the Administrative Agent desire to amend and restate the
      Existing Senior Credit Agreement in its entirety. To evidence the credit
      facility requested hereunder, the Borrower, the Lenders and the Administrative
      Agent have agreed that this Agreement is an amendment and restatement of the
      Existing Senior Credit Agreement, not a new or substitute credit agreement
      or
      novation of the Existing Senior Credit Agreement, and each reference to an
      “Advance” or a “Letter of Credit” shall include each Advance made and each
      Letter of Credit issued heretofore under the Existing Senior Credit Agreement
      as
      well as each Advance made and each Letter of Credit issued hereafter under
      this
      Agreement.





Therefore,
      the Borrower, the Guarantors, the Lenders, the Issuing Lender and the
      Administrative Agent agree that the Existing Senior Credit Agreement is hereby
      amended and restated in its entirety as follows:




**ARTICLE
      I**





**DEFINITIONS
      AND ACCOUNTING TERMS**





Section
      1.01   Certain
      Defined Terms .
      As used
      in this Agreement, the terms defined above shall have the meanings set forth
      therein and the following terms shall have the following meanings (unless
      otherwise indicated, such meanings to be equally applicable to both the singular
      and plural forms of the terms defined):





“ Acceptable
      Security Interest ”
in
      any
      Property means a Lien which (a) exists in favor of the Administrative Agent
      for
      the benefit of the Administrative Agent, the Issuing Lender, the Lenders, and
      any Swap Counterparty, (b) is superior to all Liens or rights of any other
      Person in the Property encumbered thereby, other than Permitted Liens, (c)
      secures the Obligations, and (d) is perfected and enforceable.





“ Administrative
      Agent ”
means
      Bank of America, N.A., in its capacity as agent pursuant to Article IX, and
      any
      successor agent pursuant to Section 9.06.





6





“ Administrative
      Agent’s Fee Letter ”
means
      the letter dated June 6, 2005 among the Borrower, the Lead Arranger, and the
      Administrative Agent.





“ Administrative
      Agent ’ s
      Office ”
means
      the Administrative Agent ’ s
      address
      and, as appropriate, account as set forth on Schedule
      10.02 ,
      or such
      other address or account as the Administrative Agent may from time to time
      notify to the Borrower and the Lenders.





“ Administrative
      Questionnaire ”
means
      an Administrative Questionnaire in a form supplied by the Administrative
      Agent.





“ Advance ”
means
      any advance hereunder of monies by a Lender to the Borrower as part of a
      Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
      Advance.





“ Advance
      Payment Contract ”
means
      any contract whereby any Person either receives or becomes entitled to receive
      (either directly or indirectly through a third party for such Person’s account
      or benefit) any payment (an “ Advance
      Payment ”)
      to be
      applied toward the payment of the purchase price of Hydrocarbons produced or
      to
      be produced from any Properties owned by such Person and which Advance Payment
      is paid or to be paid more than 90 days in advance of actual delivery of such
      production to or for the account of the purchaser regardless of such production,
      and the Advance Payment is, or is to be, applied as payment in full for such
      production when sold and delivered or is, or is to become applied as payment
      for
      a portion only of the purchase price thereof or for a percentage or a share
      of
      such production.





“ Affiliate ”
of
      any
      Person shall mean (a) any Person directly or indirectly controlled by,
      controlling or under common control with such first Person, (b) any director
      or
      officer of such first Person or of any Person referred to in clause (a) above
      and (c) if any Person in clause (a) above is an individual, any member of the
      immediate family (including parents, spouse and children) of such individual
      and
      any trust whose principal beneficiary is such individual or one or more members
      of such immediate family and any Person who is controlled by any such member
      or
      trust. For purposes of this definition, any Person which owns directly or
      indirectly 20% or more of the securities having ordinary voting power for the
      election of directors or other governing body of a corporation or 20% or more
      of
      the partnership or other ownership interests of any other Person (other than
      as
      a limited partner of such other Person) will be deemed to “control” (including,
      with its correlative meanings, “controlled by” and “under common control with”)
      such corporation or other Person; provided, however, that “Affiliate” shall not
      include any Affiliates of the Preferred Shareholders.





“ Affiliated
      Fund ”
means,
      with respect to any Preferred Shareholder, any other fund that is managed or
      advised by the same manager, general partner or investment advisor as such
      Preferred Shareholder or by an Affiliate of such manager, general partner or
      investment advisor.





“ Agents ”
means
      the Administrative Agent, the Documentation Agent and the Syndication Agent.





“ Agreement ”
means
      this Credit Agreement, as the same may be amended, supplemented, and otherwise
      modified from time to time.





7





“ Applicable
      Margin ”
means,
      as of any date of determination, with respect to any Base Rate Advance,
      Eurodollar Rate Advance, commitment fees or Letter of Credit Fees hereunder,
      the
      following percentages determined as a function of the Borrower’s Utilization
      Percentage determined as of the last day of the immediately preceding fiscal
      quarter:




Utilization
                Percentage
            Eurodollar
                Rate Advances
            Base
                Rate Advances
            Commitment
                Fees≥
                90%
            2.00%
            0.50%
            0.375%≥
                75% and < 90%
            1.75%
            0.25%
            0.375%≥
                50% and < 75%
            1.50%
            0.00%
            0.250%<
                50%
            1.25%
            0.00%
            0.250%





Initially,
      the Applicable Margin shall be determined based upon the Utilization Percentage
      in effect on the Closing Date. Thereafter, each change in the Applicable Margin
      resulting from a change in the Utilization Percentage determined as of the
      last
      day of each fiscal quarter shall be effective commencing on the first date
      of
      the immediately succeeding fiscal quarter and ending on the date immediately
      preceding the effective date of the next such change.





“ Approved
      Fund ”
means
      any Fund that is administered or managed by (a) a Lender, (b) an
      Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
      administers or manages a Lender.





“ Arrangers ”
means
      the Lead Arranger and the Co-Arrangers.





“ Assignment
      and Assumption ”
means
      an assignment and assumption entered into by a Lender and an Eligible Assignee
      (with the consent of any party whose consent is required by Section 10.06),
      and
      accepted by the Administrative Agent, in substantially the form of the attached Exhibit
      A or any
      other form approved by the Administrative Agent.





“ Bank
      of America ”
means
      Bank of America, N.A. and its successors.





“ Base
      Rate ”
means
      for any day a fluctuating rate per annum equal to the higher of (a) the Federal
      Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day
      as
      publicly announced from time to time by Bank of America as its “prime rate.” The
“prime rate” is a rate set by Bank of America based upon various factors
      including Bank of America’s costs and desired return, general economic
      conditions and other factors, and is used as a reference point for pricing
      some
      loans, which may be priced at, above, or below such announced rate. Any change
      in such rate announced by Bank of America shall take effect at the opening
      of
      business on the day specified in the public announcement of such
      change.





“ Base
      Rate Advance ”
means
      an Advance which bears interest as provided in Section 2.09(a).





“ Borrowing ”
means
      a
      borrowing consisting of simultaneous Advances of the same Type made by each
      Lender pursuant to Section 2.03(a), continued by each Lender pursuant to Section
      2.03(b), or Converted by each Lender to Advances of a different Type pursuant
      to
      Section 2.03(b).





8





“ Borrowing
      Base ”
means
      at any particular time, the Dollar amount determined in accordance with Section
      2.02 on account of Proven Reserves attributable to Oil and Gas Properties of
      the
      Borrower and its Subsidiaries described in the most recent Independent
      Engineering Report or Internal Engineering Report, as applicable, delivered
      to
      the Administrative Agent and the Lenders pursuant to Section 2.02.





“ Borrowing
      Base Deficiency ”
means
      the aggregate outstanding amount, if any, by which the sum of the Advances plus the
      Letter of Credit Exposure exceeds the lesser of the (i) Borrowing Base and
      (ii)
      the aggregate Commitments.





“ Business
      Day ”
means
      any day other than a Saturday, Sunday or other day on which commercial banks
      are
      authorized to close under the Legal Requirements of, or are in fact closed
      in,
      the state where the Administrative Agent’s Office is located and, if such day
      relates to any Eurodollar Rate Advance, means any such day on which dealings
      in
      Dollar deposits are conducted by and between banks in the London interbank
      eurodollar market. .





“ Capital
      Leases ”
means,
      as applied to any Person, any lease of any Property by such Person as lessee
      which would, in accordance with GAAP, be required to be classified and accounted
      for as a capital lease on the balance sheet of such Person.





“ Capital
      Stock ”
means
      any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent ownership
      interests in a Person (other than a corporation) and any and all warrants,
      rights or options to purchase any of the foregoing.





“ Cash
      Collateralize ”
has
      the
      meaning specified in Section
      2.07(g) .





“ Cash
      Equivalents ”
means
      (a) direct obligations of the United States or any agency thereof, or
      obligations guaranteed by the United States or any agency thereof, in each
      case
      maturing within one year or less from the date of creation thereof, (b)
      commercial paper maturing within one year from the date of creation thereof
      rated in the highest grade by Standard and Poor’s Ratings Group (“ S&P ”)
      and by
      Moody’s Investors Service, Inc. (“ Moody’s ”),
      (c)
      deposits maturing within one year from the date of creation thereof with,
      including certificates of deposit issued by, any Lender or any office located
      in
      the United States, Canada or England or any other bank or trust company which
      is
      organized under the laws of the United States, Canada or England or any state
      or
      province thereof, has capital, surplus and undivided profits aggregating at
      least $100,000,000.00 (as of the date of such Lender’s or bank or trust
      company’s most recent financial reports) and has a short term deposit rating of
      not lower than A2 or P2, as such rating is set forth from time to time by
      S&P or Moody’s, respectively, and (d) deposits in money market funds
      investing exclusively in investments described in clauses (a) through (c) of
      this definition.





“ CERCLA ”
means
      the Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, as amended, state and local analogs, and all rules and regulations and
      requirements thereunder in each case as now or hereafter in
      effect.





9





“ Change
      of Control ”
means
      any of the following: (a) any acquisition pursuant to which any Person or group
      (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than
      the
      Preferred Shareholders) has become the direct or indirect beneficial owner
      (as
      defined in Rule 13d-3 under the Exchange Act) of more than 35% of the Voting
      Stock of Brigham Exploration; (b) any transaction or acquisition pursuant to
      which any one or more of the Preferred Shareholders has or have become the
      direct or indirect beneficial owner (as defined in Rule 13d-3 under the Exchange
      Act) of more than 47% of the Voting Stock of Brigham Exploration; (c) Brigham
      Exploration is merged with or into or consolidated with another Person except
      as
      otherwise permitted by Section 6.04; (d) Brigham Exploration, either
      individually or in conjunction with one or more of its Subsidiaries, sells,
      conveys, transfers or leases, or its Subsidiaries sell, convey, transfer or
      lease, all or substantially all of the assets of Brigham Exploration and its
      Subsidiaries, taken as a whole (either in one transaction or a series of related
      transactions), including Capital Stock of its Subsidiaries, to any Person except
      as otherwise permitted by Section 6.04; (e) the first day on which a majority
      of
      the individuals who constitute the Board of Directors of Brigham Exploration
      are
      not Continuing Directors or (f) Brigham Exploration shall cease to own, directly
      or indirectly, 100% of the Capital Stock of the Borrower.





“ Closing
      Date ”
means
      the date on which the conditions set forth in Section 3.01 are satisfied, which
      date shall not be later than June 29, 2005.





“ Code ”
means
      the Internal Revenue Code of 1986, as amended, and any successor
      statute.





“ Collateral ”
means
      Property of the Credit Parties, now owned or hereafter acquired, that is subject
      to any Lien in favor of the Administrative Agent, the Lenders, the Issuing
      Bank
      or any Swap Counterparty to secure, directly or indirectly, the Obligations
      of
      the Credit Parties under the Loan Documents.





“ Commitment ”
means,
      for any Lender, the amount set opposite such Lender’s name on Schedule
      1 as its
“Commitment”, or if such Lender has entered into any Assignment and Acceptance,
      as set forth for such Lender as its Commitment in the Register maintained by
      the
      Administrative Agent pursuant to Section 10.06(c), as such amount may be
      increased pursuant to Section 2.01(c) or reduced or terminated pursuant to
      Section 2.04 or Article VII or otherwise under this Agreement. The original
      aggregate amount of the Commitments is $200,000,000.





“ Commitment
      Termination Date ”
means
      the earlier of (a) the Maturity Date and (b) the earlier termination in whole
      of
      the Commitments pursuant to Section 2.04 or Article VII.





“ Compliance
      Certificate ”
means
      a
      compliance certificate in the form of the attached Exhibit
      B signed
      by a Responsible Officer of Brigham Exploration.





10





“ Consolidated
      Net Income ”
means,
      with respect to Brigham Exploration and its consolidated Subsidiaries, for
      any
      period, the aggregate of the net income (or loss) of Brigham Exploration and
      its
      consolidated Subsidiaries after allowances for taxes for such period as
      determined on a consolidated basis in accordance with GAAP; provided ,
      that
      there shall be excluded from the calculation of such net income (to the extent
      otherwise included therein) the following: (a) the net income of any Person
      in
      which Brigham Exploration or any consolidated Subsidiary has an interest (which
      interest does not cause the net income of such other Person to be consolidated
      with the net income of Brigham Exploration and its consolidated Subsidiaries
      in
      accordance with GAAP), except to the extent of the amount of dividends or
      distributions actually paid in such period by such other Person to Brigham
      Exploration or to a consolidated Subsidiary, as the case may be; (b) the net
      income (but not loss) of any consolidated Subsidiary to the extent that the
      declaration or payment of dividends or similar distributions or transfers or
      loans by that consolidated Subsidiary is not at the time permitted by operation
      of the terms of its charter or any agreement, instrument or Legal Requirement
      applicable to such consolidated Subsidiary, or is otherwise restricted or
      prohibited in each case determined in accordance with GAAP; (c) the net income
      (or loss) of any Person acquired in a pooling-of-interests transaction for
      any
      period prior to the date of such transaction; (d) any extraordinary gains or
      losses, including gains or losses attributable to Property sales not in the
      ordinary course of business; and (e) the cumulative effect of a change in
      accounting principles and any gains or losses attributable to writeups or
      writedowns of assets.





“ Continuing
      Director ”
means
      an individual who (a) is a member of the full Board of Directors of Brigham
      Exploration and (b) either (i) was a member of the Board of Directors of Brigham
      Exploration on the Closing Date or (ii) whose nomination for election or
      election to the Board of Directors of Brigham Exploration was approved by vote
      of at least two-thirds of the directors then still in office who were either
      directors on the Closing Date or whose election or nomination for election
      was
      previously so approved.





“ Controlled
      Group ”
means
      all members of a controlled group of corporations and all businesses (whether
      or
      not incorporated) under common control which, together with the Borrower, are
      treated as a single employer under Section 414 of the Code.





“ Convert ,”
      “ Conversion ,”
and
      “ Converted ”
each
      refers to a conversion of Advances of one Type into Advances of another Type
      pursuant to Section 2.03(b).





“ Credit
      Parties ”
means
      the Borrower and the Guarantors.





“ Debt ,”
for
      any Person, means without duplication:





(a) indebtedness
      of such Person for borrowed money;





(b) obligations
      of such Person evidenced by bonds, debentures, notes or other similar
      instruments;





(c) obligations
      of such Person (whether contingent or otherwise) in respect to letters of
      credit, bankers’ acceptances, surety or other bonds and similar instruments, and
      agreements relating to the issuance of letters of credit or acceptance
      financing;





(d) obligations
      of such Person to pay the deferred purchase price of Property or services (other
      than current trade liabilities incurred in the ordinary course of business
      and
      payable in accordance with customary practices and accrued current liabilities
      incurred in the ordinary course of business);





(e) all
      obligations of such Person under Capital Leases;




11





(f) all
      indebtedness created or arising under any conditional-sale or other
      title-retention agreement with respect to Property acquired by such Person
      (even
      though the rights and remedies of the seller or lender under such agreement
      in
      the event of default are limited to repossession or sale of such
      Property);





(g)net
      obligations of
      such Person under any Interest Hedge Agreement or Hydrocarbon Hedge
      Agreement;





(h)obligations
      of such
      Person under any Advance Payment Contract;





(i) obligations
      of such Person owing in respect of redeemable preferred stock of such
      Person;





(j) any
      obligations in connection with any volumetric production payments;





(k) obligations
      of such Person under direct or indirect guaranties in respect of, and
      obligations (contingent or otherwise) of such Person to purchase or otherwise
      acquire, or otherwise to assure a creditor against loss in respect of,
      indebtedness or obligations of others of the kinds referred to in clauses (a)
      through (j) above; and





(l) indebtedness
      or obligations of others of the kinds referred to in clauses (a) through (k)
      secured by any Lien on or in respect of any Property of such Person; provided
      that if such Person has not assumed or otherwise become liable in respect of
      such Debt, the amount of Debt of such Person shall be limited to the lesser
      of
      (a) the fair market value of the Property serving such indebtedness or
      obligations and (b) the outstanding amount of such indebtedness or
      obligations.





“ Default ”
means
      (a) an Event of Default or (b) any event or condition which with notice or
      lapse
      of time or both would become an Event of Default.





“ Defaulting
      Lender ”
means
      any Lender that (a) has failed to fund any portion of the Advances or
      participations in Letter of Credit Exposure required to be funded by it
      hereunder within one Business Day of the date required to be funded by it
      hereunder, (b) has otherwise failed to pay over to the Administrative Agent
      or
      any other Lender any other amount required to be paid by it hereunder within
      one
      Business Day of the date when due, unless the subject of a good faith dispute,
      or (c) has been deemed insolvent or become the subject of a bankruptcy or
      insolvency proceeding.





“ Disposition ”
shall
      have the meaning set forth in Section 6.05.





“ Dollars ”
and
      “ $ ”
means
      lawful money of the United States of America.





“ EBITDA ”
means,
      without duplication, for Brigham Exploration and its consolidated Subsidiaries
      for any period, (a) Consolidated Net Income for such period plus (b) to
      the extent deducted in determining Consolidated Net Income for such period,
      Interest Expense, taxes, depreciation, depletion, amortization and other
      non-cash charges for such period, minus (c) to
      the extent added in determining Consolidated Net Income for such period, all
      non-cash income during such period, in each case determined in accordance with
      GAAP and without duplication of amounts.





12




“ Eligible
      Assignee ”
means
      (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund;
      and (d) any other Person (other than a natural person) approved by
      (i) the Administrative Agent and the Issuing Lender, and (ii) unless
      an Event of Default has occurred and is continuing, the Borrower (each such
      approval not to be unreasonably withheld or delayed); provided that
      notwithstanding the foregoing, “Eligible Assignee” shall not include the
      Borrower or any of the Borrower’s Affiliates or Subsidiaries.





“ Engineering
      Report ”
means
      either an Independent Engineering Report or an Internal Engineering
      Report.





“ Environment ”
or
      “ Environmental ”
shall
      have the meanings set forth in 43 U.S.C. 9601(8) (1988).





“ Environmental
      Claim ”
means
      any third party (including governmental agencies and employees) action, lawsuit,
      claim, demand, regulatory action or proceeding, order, decree, consent agreement
      or notice of potential or actual responsibility or violation (including claims
      or proceedings under the Occupational Safety and Health Acts or similar laws
      or
      requirements relating to health or safety of employees) which seeks to impose
      liability under any Environmental Law.





“ Environmental
      Law ”
means,
      as to any Credit Party, all Legal Requirements or common law theories applicable
      to any Credit Party arising from, relating to, or in connection with the
      Environment, including without limitation CERCLA, relating to (a) pollution,
      contamination, injury, destruction, loss, protection, cleanup, reclamation
      or
      restoration of the air, surface water, groundwater, land surface or subsurface
      strata, or other natural resources; (b) solid, gaseous or liquid waste
      generation, treatment, processing, recycling, reclamation, cleanup, storage,
      disposal or transportation; (c) exposure to pollutants, contaminants, hazardous,
      medical infections, or toxic substances, materials or wastes; or (d) the
      manufacture, processing, handling, transportation, distribution in commerce,
      use, storage or disposal of hazardous or toxic substances, materials or
      wastes.





“ Environmental
      Permit ”
means
      any permit, license, order, approval, registration or other authorization under
      Environmental Law.





“ Equity
      Interest ”
means
      with respect to any Person, any shares, interests, participation, or other
      equivalents (however designated) of corporate stock, membership interests or
      partnership interests (or any other ownership interests) of such
      Person.





“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.





“ Eurocurrency
      Liabilities ”
has
      the
      meaning assigned to that term in Regulation D of the Federal Reserve Board
      (or
      any successor), as in effect from time to time.





13




“ Eurodollar
      Rate ”
means
      for any Interest Period with respect to a Eurodollar Rate Advance:





(a)      the
      rate per annum equal to the rate determined by the Administrative Agent to
      be
      the offered rate that appears on the page of the Reuters screen (or any
      successor thereto) that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of such
      Interest Period) with a term equivalent to such Interest Period, determined
      as
      of approximately 11:00 a.m. (London time) two Business Days prior to the first
      day of such Interest Period, or





(b)      if
      the rate referenced in the preceding clause (a) does not appear on such page
      or
      service or such page or service shall not be available, the rate per annum
      equal
      to the rate determined by the Administrative Agent to be the offered rate on
      such other page or other service that displays an average British Bankers
      Association Interest Settlement Rate for deposits in Dollars (for delivery
      on
      the first day of such Interest Period) with a term equivalent to such Interest
      Period, determined as of approximately 11:00 a.m. (London time) two Business
      Days prior to the first day of such Interest Period, or





(c)      if
      the rates referenced in the preceding clauses (a) and (b) are not available,
      the
      rate per annum determined by the Administrative Agent as the rate of interest
      at
      which deposits in Dollars for delivery on the first day of such Interest Period
      in same day funds in the approximate amount of the Eurodollar Rate Advance
      being
      made, continued or converted by Bank of America and with a term equivalent
      to
      such Interest Period would be offered by Bank of America’s London Branch to
      major banks in the London interbank eurodollar market at their request at
      approximately 4:00 p.m. (London time) two Business Days prior to the first
      day
      of such Interest Period.





“ Eurodollar
      Rate Advance ”
means
      an Advance which bears interest as provided in Section 2.09(b).





“ Eurodollar
      Rate Reserve Percentage ”
of
      any
      Lender for the Interest Period for any Eurodollar Rate Advance means the reserve
      percentage applicable during such Interest Period (or if more than one such
      percentage shall be so applicable, the daily average of such percentages for
      those days in such Interest Period during which any such percentage shall be
      so
      applicable) under regulations issued from time to time by the Federal Reserve
      Board for determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental, or other marginal reserve requirement)
      for such Lender with respect to liabilities or assets consisting of or including
      Eurocurrency Liabilities having a term equal to such Interest
      Period.





“ Event
      of Default ”
has
      the
      meaning specified in Section 7.01.





14




“ Excepted
      Liens ”
means
      (a) Liens for taxes, assessments or other governmental charges or levies not
      yet
      due or which are being contested in good faith by appropriate action and for
      which adequate reserves have been maintained in accordance with GAAP; (b) Liens
      in connection with workmen’s compensation, unemployment insurance or other
      social security, old age pension or public liability obligations not yet due
      or
      which are being contested in good faith by appropriate action and for which
      adequate reserves have been maintained in accordance with GAAP; (c) operators’,
      vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s,
      materialmen’s, construction or other like Liens arising in the ordinary course
      of business or incident to the exploration, development, operation and
      maintenance of Properties or customary landlord’s liens, each of which is in
      respect of obligations that have not been outstanding more than 90 days or
      which
      are being contested in good faith by appropriate proceedings and for which
      adequate reserves have been maintained in accordance with GAAP; (d) any Liens
      reserved in leases, farmout agreements, exploration agreements, operating
      agreements or participation agreements for rent, or royalties, or other
      production proceeds and for compliance with the terms of such agreements or
      leases in the case of leasehold estates, to the extent that any such Lien
      referred to in this clause does not materially impair the use of the Property
      covered by such Lien for the purposes for which such Property is held or
      materially impair the value of such Property subject thereto; (e) encumbrances
      (other than to secure the payment of borrowed money or the deferred purchase
      price of Property or services), easements, restrictions, servitudes, permits,
      conditions, covenants, exceptions or reservations in any rights of way or other
      Property for the purpose of roads, pipelines, transmission lines, transportation
      lines, distribution lines for the removal of gas, oil, coal or other minerals
      or
      timber, and other like purposes, or for the joint or common use of real estate,
      rights of way, facilities and equipment, and defects, irregularities, zoning
      restrictions and deficiencies in the title of any rights of way or other
      Property which in the aggregate do not materially impair the use of such rights
      of way or other Property for the purposes of which such rights of way and other
      Property are held or materially impair the value of such Property subject
      thereto; (f) deposits of cash or securities to secure the performance of bids,
      trade contracts, leases, statutory obligations and other obligations of a like
      nature incurred in the ordinary course of business; and (g) minor defects in
      the
      chain of title to the Properties that are customarily accepted in the oil and
      gas industry, provided , however ,
      that
      none of such defects interfere with the ordinary conduct of the business of
      any
      of the Credit Parties or materially detract from the value or use of the
      Property to which such defects apply.





“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.





“ Existing
      Mortgages ”
means
      the collective reference to every Mortgage, Deed of Trust, Assignment of
      Production, Security Agreement and Financing Statement from the Borrower to
      the
      Trustee named therein and the Administrative Agent (or any successor thereto),
      covering the assets of the Borrower located in the continental United States,
      as
      amended prior to the Closing Date.





“ Federal
      Funds Rate ”
means,
      for any day, the rate per annum equal to the weighted average of the rates
      on
      overnight Federal funds transactions with members of the Federal Reserve System
      arranged by Federal funds brokers on such day, as published by the Federal
      Reserve Bank of New York on the Business Day next succeeding such day; provided
      that (a) if such day is not a Business Day, the Federal Funds Rate for such
      day
      shall be such rate on such transactions on the next preceding Business Day
      as so
      published on the next succeeding Business Day, and (b) if no such rate is so
      published on such next succeeding Business Day, the Federal Funds Rate for
      such
      day shall be the average rate (rounded upward, if necessary, to a whole multiple
      of 1/100 of 1%) charged to Bank of America on such day on such transactions
      as
      determined by the Administrative Agent.





15




“ Federal
      Reserve Board ”
means
      the Board of Governors of the Federal Reserve System or any of its
      successors.





“ Financial
      Statements ”
means
      (a) the audited consolidated balance sheet of Brigham Exploration and its
      consolidated Subsidiaries as at December 31, 2004 and the related consolidated
      statement of income, stockholders’ equity and cash flow of Brigham Exploration
      and its consolidated Subsidiaries for the fiscal year ended on such date and
      (b)
      the unaudited consolidated balance sheet of Brigham Exploration and its
      consolidated Subsidiaries as at March 31, 2005 and the related consolidated
      statement of income, stockholders’ equity and cash flow of Brigham Exploration
      and its consolidated Subsidiaries for the fiscal quarter ended on such
      date.





“ Fund ”
means
      any Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.





“ GAAP ”
means
      United States generally accepted accounting principles as in effect from time
      to
      time, applied on a basis consistent with the requirements of Section
      1.03.





“ Governmental
      Authority ”
means,
      as to any Person in connection with any subject, any foreign, national, state
      or
      provincial governmental authority, or any political subdivision of any state
      thereof, or any agency, department, commission, board, authority or
      instrumentality, bureau or court, in each case having jurisdiction over such
      Person or such Person’s Property in connection with such subject.





“ Guarantor ”
means
      Brigham Exploration, the General Partner, and each Subsidiary of the
      Borrower.





“ Hazardous
      Substance ”
means
      the substances identified as such pursuant to CERCLA and those regulated under
      any other Environmental Law, including without limitation pollutants,
      contaminants, petroleum, petroleum products, radionuclides, radioactive
      materials, and medical and infectious waste.





“ Hazardous
      Waste ”
means
      the substances regulated as such pursuant to any Environmental Law.





“ Hydrocarbon
      Hedge Agreement ”
means
      a
      swap, collar, floor, cap, option, forward sale or purchase or other contract
      (excluding sales contracts with fixed or floating prices for Hydrocarbons sold)
      that is intended to reduce or eliminate the risk of fluctuations in the price
      of
      Hydrocarbons.





“ Hydrocarbon
      Interests ”
means
      (a) all oil and gas and/or oil, gas and mineral leases and leasehold interests,
      fee mineral interests, term mineral interests, subleases, farmouts, royalties,
      overriding royalties, net profits interests, production payments and similar
      interests or estates including any reversionary or carried interests relating
      to
      any of the foregoing and interests under any exploration agreements, operating
      agreements and participation agreements, and (b) all production units and
      drilling and spacing units (and the Properties covered thereby) which may affect
      all or any portion of such interests including those units and any units created
      by agreement or designation or under orders, regulations, rules or other
      official acts of any Federal, state or other governmental body or agency having
      jurisdiction.




16





“ Hydrocarbons ”
means
      oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline,
      condensate, distillate, and all other liquid and gaseous hydrocarbons and all
      products, by-products, and other substances of value derived, refined or
      separated therefrom.





“ Independent
      Engineer ”
means
      Cawley, Gillespie & Associates or any other engineering firm reasonably
      acceptable to either the Administrative Agent or the Majority
      Lenders.





“ Independent
      Engineering Report ”
means
      a
      report, in form and substance satisfactory to the Administrative Agent and
      each
      of the Lenders, prepared by an Independent Engineer, addressed to the
      Administrative Agent and the Lenders with respect to the Oil and Gas Properties
      owned by the Borrower or its Subsidiaries (or to be acquired by the Borrower
      or
      any of its Subsidiaries, as applicable) which are or are to be included in
      the
      Borrowing Base, which report shall (a) specify the location, quantity, and
      type
      of the estimated Proven Reserves attributable to such Oil and Gas Properties,
      (b) contain a projection of the rate of production of such Oil and Gas
      Properties, (c) contain an estimate of the associated capital expenditures
      and
      net operating revenues to be derived from the production and sale of
      Hydrocarbons from such Proven Reserves based on product price and cost
      escalation assumptions specified by the Administrative Agent and the Lenders,
      and (d) contain such other information as is customarily obtained from and
      provided in such reports or is otherwise reasonably requested by the
      Administrative Agent or any Lender.





“ Intercreditor
      and Subordination Agreement ”
means
      that certain Amended and Restated Intercreditor and Subordination Agreement,
      which shall be in a form acceptable to the Administrative Agent and the Lenders,
      dated as of January 21, 2005 among Société Générale, as predecessor in interest
      to the Administrative Agent, certain of the Credit Parties, and The Royal Bank
      of Scotland plc, as agent for the lenders party to the Subordinated Credit
      Agreement, as amended by the First Amendment to Intercreditor and Subordination
      Agreement dated as of the Closing Date.





“ Interest
      Coverage Ratio ”
means,
      for Brigham Exploration and its consolidated Subsidiaries, as of the end of
      any
      fiscal quarter, the ratio of (a) EBITDA calculated for the four fiscal quarters
      then ended, to (b) Interest Expense for such period.





“ Interest
      Expense ”
means,
      for Brigham Exploration and its consolidated Subsidiaries for any period, total
      interest, letter of credit fees, and other fees and expenses incurred in
      connection with any Debt for such period, whether paid or accrued, including,
      without limitation, all commissions, discounts and other fees and charges owed
      with respect to letters of credit and bankers’ acceptance financing and net
      costs under Interest Hedge Agreements, all as determined in conformity with
      GAAP.





“ Interest
      Hedge Agreement ”
means
      an interest hedge, rate swap, cap or collar, or similar arrangement between
      the
      Borrower and one or more financial institutions providing for the exchange
      of
      nominal interest obligations between the Borrower and such financial
      institution.





17




“ Interest
      Period ”
means,
      for each Eurodollar Rate Advance comprising part of the same Borrowing, the
      period commencing on the date of such Eurodollar Rate Advance or the date of
      the
      Conversion of any Base Rate Advance into a Eurodollar Rate Advance and ending
      on
      the last day of the period selected by the Borrower pursuant to the provisions
      below and Section 2.03 and, thereafter, each subsequent period commencing on
      the
      last day of the immediately preceding Interest Period and ending on the last
      day
      of the period selected by the Borrower pursuant to the provisions below and
      Section 2.03. The duration of each such Interest Period shall be one, two,
      three, or six months, in each case as the Borrower may, upon notice received
      by
      the Administrative Agent not later than 12:00 p.m. on the third Business Day
      prior to the first day of such Interest Period, select; provided , however ,
      that:





(a) the
      Borrower
      may not select any Interest Period for any Advance which ends after the Maturity
      Date;





(b) Interest
      Periods commencing on the same date for Advances comprising part of the same
      Borrowing shall be of the same duration;





(c) whenever
      the
      last day of any Interest Period would otherwise occur on a day other than a
      Business Day, the last day of such Interest Period shall be extended to occur
      on
      the next succeeding Business Day, provided that if
      such extension would cause the last day of such Interest Period to occur in
      the
      next following calendar month, the last day of such Interest Period shall occur
      on the next preceding Business Day; and





(d) any
      Interest
      Period which begins on the last Business Day of a calendar month (or on a day
      for which there is no numerically corresponding day in the calendar month at
      the
      end of such Interest Period) shall end on the last Business Day of the calendar
      month in which it would have ended if there were a numerically corresponding
      day
      in such calendar month.





“ Internal
      Engineering Report ”
means
      a
      report, in form and substance reasonably satisfactory to the Administrative
      Agent and each Lender, prepared by the Borrower and certified by a Responsible
      Officer of the General Partner, addressed to the Administrative Agent and the
      Lenders with respect to the Oil and Gas Properties owned by the Borrower or
      any
      of its Subsidiaries (or to be acquired by the Borrower or any of its
      Subsidiaries, as applicable) which are or are to be included in the Borrowing
      Base, which report shall (a) specify the location, quantity, and type of the
      estimated Proven Reserves attributable to such Oil and Gas Properties, (b)
      contain a projection of the rate of production of such Oil and Gas Properties,
      (c) contain an estimate of the associated capital expenditures and net operating
      revenues to be derived from the production and sale of Hydrocarbons from such
      Proven Reserves based on product price and cost escalation assumptions specified
      by the Administrative Agent and the Lenders, and (d) contain such other
      information as is customarily obtained from and provided in such reports or
      is
      otherwise reasonably requested by the Administrative Agent or any
      Lender.





“ Investment ”
means
      any investment, made directly or indirectly, in any Person, whether by
      acquisition of Equity Interests, indebtedness or other obligations or securities
      or by loan, advance, capital contribution or otherwise.





18




“ Issuing
      Lender ”
means
      Bank of America, and any successor issuing bank pursuant to Section
      9.06.





“ L/C
      Advance ”
means,
      with respect to each Lender, such Lender’s funding of its participation in any
      L/C Borrowing in accordance with its Pro Rata Share.





“ L/C
      Borrowing ”
means
      an extension of credit resulting from a drawing under any Letter of Credit
      which
      has not been reimbursed on the date when made or refinanced as an
      Advance.





“ L/C
      Credit Extension ”
means,
      with respect to any Letter of Credit, the issuance thereof or extension of
      the
      expiry date thereof, or the increase of the amount thereof.





“ Lead
      Arranger ”
means
      Banc of America Securities LLC.





“ Legal
      Requirement ”
means,
      as to any Person, any law, statute, ordinance, decree, requirement, order,
      judgment, rule, regulation (or official interpretation of any of the foregoing)
      of, and the terms of any license or permit issued by, any Governmental
      Authority, including, but not limited to, Regulations D, T, U, and X, which
      is
      applicable to such Person.





“ Lender ”
means
      each Lender that has a Commitment hereunder or is the holder of an Advance.





“ Lending
      Office ”
means,
      as to any Lender, the office or offices of such Lender described as such in
      such
      Lender’s Administrative Questionnaire, or such other office or offices as a
      Lender may from time to time notify the Borrower and the Administrative
      Agent.





“ Letter
      of Credit ”
means,
      individually, any standby letter of credit issued by the Issuing Lender for
      the
      account of the Borrower in connection with the Commitments and which is subject
      to this Agreement, and “ Letters
      of Credit ”
means
      all such letters of credit collectively.





“ Letter
      of Credit Application ”
means
      the Issuing Lender’s standard form letter of credit application for standby
      letters of credit that has been executed by the Borrower and accepted by the
      Issuing Lender in connection with the issuance of a Letter of
      Credit.





“ Letter
      of Credit Documents ”
means
      all Letters of Credit, Letter of Credit Applications, and any other agreements,
      documents, and instruments entered into in connection with or relating
      thereto.





“ Letter
      of Credit Expiration Date ”
means
      the day that is seven days prior to the Maturity Date then in effect (or, if
      such day is not a Business Day, the next preceding Business Day).





“ Letter
      of Credit Exposure ”
means,
      at any time, the sum of (a) the aggregate undrawn maximum face amount of each
      Letter of Credit at such time plus (b) the
      aggregate unpaid amount of all Unreimbursed Amounts at such time, including
      all
      L/C Borrowings. For all purposes of this Agreement, if on any date of
      determination a Letter of Credit has expired by its terms but any amount may
      still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
      such Letter of Credit shall be deemed to be “outstanding” in the amount so
      remaining available to be drawn. For the purposes of computing the amount
      available to be drawn under any Letter of Credit, the amount of such Letter
      of
      Credit shall be determined in accordance with Section 1.07.





19




“ Letter
      of Credit Sublimit ”
means
      an amount equal to $10,000,000. The Letter of Credit Sublimit is part of, and
      not in addition to, the aggregate Commitments.





“ Lien ”
means
      any mortgage, lien, pledge, assignment, charge, deed of trust, security
      interest, hypothecation, preference, deposit arrangement or encumbrance (or
      other type of arrangement having the practical effect of the foregoing) to
      secure or provide for the payment of any obligation of any Person, whether
      arising by contract, operation of law, or otherwise (including, without
      limitation, the interest of a vendor or lessor under any conditional sale
      agreement, synthetic lease, Capital Lease, or other title retention
      agreement).





“ Limited
      Partners ”
means
      Brigham Holdings I, LLC, a Nevada limited liability company, and Brigham
      Holdings II, LLC, a Nevada limited liability company.





“ Loan
      Documents ”
means
      this Agreement, the Notes, the Administrative Agent’s Fee Letter, the Letter of
      Credit Documents, the Security Instruments, the Intercreditor and Subordination
      Agreement, any Interest Hedge Agreements with a Swap Counterparty, any
      Hydrocarbon Hedge Agreements with a Swap Counterparty, and each other agreement,
      instrument, or document executed by any Credit Party or any of their officers
      at
      any time in connection with this Agreement.





“ Majority
      Lenders ”
means,
      at any time, the Administrative Agent and Lenders holding at least 662⁄3% of the
      then aggregate unpaid principal amount of the Notes held by the Lenders and
      the
      Letter of Credit Exposure of the Lenders at such time; provided that, if
      no Advances or Letter of Credit Exposure is then outstanding, “Majority Lenders”
shall mean the Administrative Agent and Lenders having at least 662⁄3% of the
      aggregate amount of the Commitments at such time.





“ Material
      Adverse Change ”
means
      (a) a material adverse change in the business, Property (including the Oil
      and
      Gas Properties), assets, liabilities or financial condition of the Borrower
      and
      its Subsidiaries, taken as a whole, (b) a material adverse effect on any Credit
      Party’s ability to perform its obligations under this Agreement, any Note, or
      any other Loan Document and (c) a material adverse effect on the validity or
      enforceability against any Credit Party of any of the Loan Documents or the
      rights or remedies of the Administrative Agent or the Lenders
      thereunder.





“ Maturity
      Date ”
means
      the earlier of (a) June 29, 2010 or (b) 60 days prior to Subordinated Debt
      Maturity Date (if any Subordinated Debt remains outstanding on such
      date).





“ Maximum
      Rate ”
means
      the maximum nonusurious interest rate under applicable law (determined under
      such laws after giving effect to any items which are required by such laws
      to be
      construed as interest in making such determination, including without limitation
      if required by such laws, certain fees and other costs).





“ Mortgage
      Amendments ”
means
      each of the mortgage amendments or deed of trust amendments to be entered into
      on or before the Closing Date to amend the Existing Mortgages in substantially
      the form of the attached Exhibit
      F .




20





“ Mortgages ”
means,
      collectively, each Mortgage Amendment or any other mortgage or deed of trust
      executed by any one or more of the Borrower and its Subsidiaries in favor of
      the
      Administrative Agent for the ratable benefit of the Administrative Agent, the
      Issuing Lender, the Lenders, and any Swap Counterparty, as the same may be
      amended, modified, restated or supplemented from time-to-time, and “ Mortgages ”
shall
      mean all of such Mortgages collectively.





“ Multiemployer
      Plan ”
means
      a
“multiemployer plan” as defined in Section 4001(a)(3) of ERISA.





“ Non-Proven
      Reserves ”
means
      “Non-Proved Reserves” as defined in the Definitions for Oil and Gas Reserves
      promulgated by the Society of Petroleum Engineers (or any generally recognized
      successor) as in effect at the time in question.





“ Note ”
means
      a
      promissory note of the Borrower payable to the order of any Lender, in
      substantially the form of the attached Exhibit
      E ,
      evidencing indebtedness of the Borrower to such Lender resulting from Advances
      owing to such Lender.





“ Notice
      of Borrowing ”
means
      a
      notice of borrowing in the form of the attached Exhibit
      C signed
      by a Responsible Officer of the General Partner.





“ Notice
      of Conversion or Continuation ”
means
      a
      notice of conversion or continuation in the form of the attached Exhibit
      D signed
      by a Responsible Officer of the General Partner.





“ Obligations ”
means
      (a) all principal, interest, fees, reimbursements, indemnifications, and other
      amounts payable by any Credit Party to the Administrative Agent, the Issuing
      Lender or the Lenders under the Loan Documents, including without limitation,
      the Letter of Credit Exposure and (b) all obligations of any Credit Party owing
      to any Swap Counterparty under any Interest Hedge Agreement or Hydrocarbon
      Hedge
      Agreement, but excluding any transactions or confirmations entered into after
      such Swap Counterparty ceases to be a Lender or an Affiliate of a
      Lender.





“ Oil
      and Gas Properties ”
means
      (a) all Hydrocarbon Interests to which Proven Reserves are properly attributed;
      (b) all Hydrocarbons in and under and which may be produced, saved, processed
      or
      attributable to such Hydrocarbon Interests, including all oil in tanks; (c)
      all
      accounts attributable to such Hydrocarbon Interests (including accounts
      resulting from the sale of Hydrocarbons attributable to such Hydrocarbon
      Interests at the wellhead); (d) all operating agreements, contracts, agreements,
      and other contract rights related to such Hydrocarbon Interests and to the
      production, sale, purchase, exchange, or processing of Hydrocarbons from or
      attributable to such Hydrocarbon Interests; (e) all real and personal Property
      used directly for or held for use directly for the operation, working,
      development, exploration, or production of such Hydrocarbon Interests, including
      all oil and gas gathering, treating, storage, processing, and handling equipment
      and other assets; and (f) all additions, substitutions, replacements, accessions
      and attachments to any and all of the foregoing.





“ Participant ”
has
      the
      meaning specified in Section 10.06(d).





“ Partners ”
means
      the General Partner and the Limited Partners.




21





“ Partnership
      Agreement ”
means
      the Agreement of Limited Partnership of the Borrower among the Partners dated
      as
      of December 30, 1997, as heretofore or hereafter amended, supplemented or
      restated from time to time.





“ PBGC ”
means
      the Pension Benefit Guaranty Corporation or any entity succeeding to any or
      all
      of its functions under ERISA.





“ Permit ”
means
      any approval, certificate of occupancy, consent, waiver, exemption, variance,
      franchise, order, permit, authorization, right or license of or from any
      Governmental Authority, including without limitation, an Environmental
      Permit.





“ Permitted
      Liens ”
has
      the
      meaning ascribed to such term in Section 6.01.





“ Person ”
means
      an individual, partnership, corporation (including a business trust), joint
      stock company, limited liability corporation or company, limited liability
      partnership, trust, unincorporated association, joint venture or other entity,
      or a government or any political subdivision or agency thereof or any trustee,
      receiver, custodian or similar official.





“ Plan ”
means
      an employee benefit plan (other than a Multiemployer Plan) maintained for
      employees of the Borrower or any member of the Controlled Group and covered
      by
      Title IV of ERISA or subject to the minimum funding standards under Section
      412
      of the Code.





“ Pledge
      Agreements ”
means
      each of the Second Amended and Restated Pledge Agreements, executed by each
      of
      Brigham Exploration and the General Partner, as the same may be amended,
      modified, restated or supplemented from time to time.





“ Preferred
      Shareholders ”
means
      each of the Persons listed on Schedule
      1.01 who hold
      Capital Stock in Brigham Exploration, together with its successors, assigns
      and
      transferees of its shares of Capital Stock of Brigham Exploration that are
      Affiliated Funds of such Preferred Shareholders.





“ Preferred
      Stock ”
means
      the mandatorily redeemable Series A Preferred Stock, $.01 par value, issued
      by
      Brigham Exploration prior to the Closing Date.





“ Property ”
of
      any
      Person means any property or assets (whether real, personal, or mixed, tangible
      or intangible) of such Person.





“ Pro
      Rata Share ”
means,
      with respect to any Lender, either (a) the ratio (expressed as a percentage)
      of
      such Lender’s Commitment at such time to the aggregate Commitments at such time
      or (b) if the Commitments have been terminated, the ratio (expressed as a
      percentage) of such Lender’s aggregate outstanding Advances and Letter of Credit
      Exposure at such time to the aggregate outstanding Advances and Letter of Credit
      Exposure of all the Lenders at such time.





“ Proven
      Reserves ”
means,
      at any particular time, the estimated quantities of Hydrocarbons which
      geological and engineering data demonstrate with reasonable certainty to be
      recoverable in future years from known reservoirs attributable to Oil and Gas
      Properties under then existing economic and operating conditions (i.e., prices
      and costs as of the date the estimate is made).




22





“ Register ”
has
      the
      meaning set forth in paragraph (c) of Section 10.06.





“ Regulations
      D, T, U, and X ”
mean
      Regulations D, T, U, and X of the Federal Reserve Board, as the same are from
      time to time in effect, and all official rulings and interpretations thereunder
      or thereof.





“ Related
      Parties ”
means,
      with respect to any Person, such Person’s Affiliates and the partners,
      directors, officers, employees, agents and advisors of such Person and of such
      Person’s Affiliates.





“ Release ”
shall
      have the meaning set forth in CERCLA or under any other Environmental
      Law.





“ Response ”
shall
      have the meaning set forth in CERCLA or under any other Environmental
      Law.





“ Responsible
      Officer ”
means
      (a) with respect to any Person that is a corporation, such Person’s Chief
      Executive Officer, President, Executive Vice President, Chief Financial Officer,
      or Vice President—Controller (b) with respect to any Person that is a limited
      liability company, a manager (or such Person’s Chief Executive Officer,
      President, Executive Vice President, Chief Financial Officer, or Vice
      President—Controller, if any) or the Responsible Officer of such Person’s
      managing member or manager, and (c) with respect to any Person that is a general
      partnership or a limited liability partnership, the Responsible Officer of
      such
      Person’s general partner or partners.





“ Restricted
      Payment ”
means,
      with respect to any Person, any direct or indirect dividend or distribution
      (whether in cash, securities or other property) or any direct or indirect
      payment of any kind or character (whether in cash, securities or other property)
      in consideration for or otherwise in connection with any retirement, purchase,
      redemption or other acquisition of any Equity Interest of such Person, or any
      options, warrants or rights to purchase or acquire any such Equity Interest
      of
      such Person; provided that the
      term “Restricted Payment” shall not include any dividend or distribution payable
      solely in Equity Interests of Brigham Exploration or warrants, options or other
      rights to purchase such Equity Interests.





“ SEC ”
means
      the U.S. Securities and Exchange Commission.





“ Security
      Instruments ”
means,
      collectively, (a) the Mortgages, (b) the Pledge Agreements, (c) each other
      agreement, instrument or document executed at any time in connection with the
      Pledge Agreements and the Mortgages, and (d) each other agreement, instrument
      or
      document executed at any time in connection with securing the
      Obligations.





“ Solvent ”
means,
      with respect to any Person as of the date of any determination, that on such
      date (a) the fair value of the Property of such Person (both at fair valuation
      and at present fair saleable value) is greater than the total liabilities,
      including contingent liabilities, of such Person, (b) such Person is able to
      realize upon its assets and pay its debts and other liabilities, contingent
      obligations, and other commitments as they mature in the normal course of
      business, (c) such Person does not intend to, and does not believe that it
      will,
      incur debts or liabilities beyond such Person’s ability to pay as such debts and
      liabilities mature, and (d) such Person is not engaged in business or a
      transaction, and is not about to engage in business or a transaction, for which
      such Person’s Property would constitute unreasonably small capital after giving
      due consideration to current and anticipated future capital requirements and
      current and anticipated future business conduct and the prevailing practice
      in
      the industry in which such Person is engaged. In computing the amount of
      contingent liabilities at any time, such liabilities shall be computed at the
      amount that, in light of the facts and circumstances existing at such time,
      represents the amount that can reasonably be expected to become an actual or
      matured liability.




23





“ Subordinated
      Credit Agreement ”
means
      the Second Amended and Restated Subordinated Credit Agreement dated as of
      January 21, 2005 among the Borrower, the lenders party thereto, and The Royal
      Bank of Scotland plc, as administrative agent for such lenders, as amended
      by
      the First Amendment to Second Amended and Restated Subordinated Credit Agreement
      dated as of the Closing Date.





“ Subordinated
      Debt ”
means
      the “Obligations” as defined in the Subordinated Credit Agreement.





“ Subordinated
      Debt Maturity Date ”
means
      the “Maturity Date” as defined in the Subordinated Credit
      Agreement.





“ Subordinated
      Loan Documents ”
means
      the Subordinated Credit Agreement, the promissory notes executed and delivered
      pursuant to the Subordinated Credit Agreement, all agreements, instruments,
      or
      documents executed at any time in connection with securing the Subordinated
      Debt, and each other agreement, instrument, or document executed by any Credit
      Party or any of their Responsible Officers in connection with the Subordinated
      Credit Agreement.





“ Subsidiary ”
of
      a
      Person means any corporation or other entity of which more than 50% of the
      outstanding Equity Interests having ordinary voting power under ordinary
      circumstances to elect a majority of the board of directors or similar governing
      body of such corporation or other entity (irrespective of whether at such time
      Equity Interests of any other class or classes of such corporation or other
      entity shall or might have voting power upon the occurrence of any contingency)
      is at the time directly or indirectly owned or controlled by such Person, by
      such Person and one or more Subsidiaries of such Person or by one or more
      Subsidiaries of such Person. Unless otherwise indicated herein, each reference
      to the term “Subsidiary” shall mean a Subsidiary of the Borrower.





“ Swap
      Counterparty ”
means
      any Lender (or Affiliate of a Lender) that is party to a Hydrocarbon Hedge
      Agreement or Interest Hedge Agreement with the Borrower or any of its
      Subsidiaries.





“ Termination
      Event ”
means
      (a) a Reportable Event described in Section 4043 of ERISA and the regulations
      issued thereunder (other than a Reportable Event not subject to the provision
      for 30-day notice to the PBGC under such regulations), (b) the withdrawal of
      the
      Borrower or any of its Affiliates from a Plan during a plan year in which it
      was
      a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the
      filing of a notice of intent to terminate a Plan or the treatment of a Plan
      amendment as a termination under Section 4041 of ERISA, (d) the institution
      of
      proceedings to terminate a Plan by the PBGC, or (e) any other event or condition
      which constitutes grounds under Section 4042 of ERISA for the termination of,
      or
      the appointment of a trustee to administer, any Plan.




24





“ Type ”
has
      the
      meaning set forth in Section 1.04.





“ Unreimbursed
      Amount ”
has
      the
      meaning specified in Section
      2.07(c)(i) .





“ Unused
      Commitment Amount ”
means,
      with respect to a Lender at any time, the lesser of (a) such Lender’s Commitment
      at such time and (b) such Lender’s Pro Rata Share of the Borrowing Base then in
      effect at such time minus ,
      in each
      case the sum of (i) the aggregate outstanding principal amount of all Advances
      owed to such Lender at such time plus (ii)
      such Lender’s Pro Rata Share of the aggregate Letter of Credit Exposure at such
      time.





“ Unused
      Subordinated Commitment Amount ”
has
      the
      meaning set forth in the Subordinated Credit Agreement.





“ Utilization
      Percentage ”
means,
      at any time, the ratio (expressed as a percentage) at such time of (a) the
      sum
      of the aggregate outstanding principal amount of the Advances and the aggregate
      Letter of Credit Exposure at such time to (b) the lesser of (i) the Commitments
      or (ii) the Borrowing Base, as applicable, in effect at such time.





“ Voting
      Stock ”
means,
      with respect to any Person, securities of any class or classes of Capital Stock
      or other interests (including partnership interests) in such Person entitling
      the holders thereof (whether at all times or at the time that such class of
      Capital Stock has voting power by reason of the happening of any contingency)
      to
      vote in the election of members of the board of directors or comparable body
      of
      such Person.





Section
      1.02 Computation
      of Time Periods .
      In this
      Agreement, with respect to the computation of periods of time from a specified
      date to a later specified date, the word “from” means “from and including” and
      the words “to” and “until” each means “to but excluding”.





Section
      1.03 Accounting
      Terms; Changes in GAAP .
      Except
      as otherwise expressly provided herein, all accounting terms used herein shall
      be interpreted, and all financial statements and certificates and reports as
      to
      financial matters required to be delivered to the Lenders hereunder shall
      (unless otherwise disclosed to the Lenders in writing at the time of delivery
      thereof) be prepared, in accordance with GAAP applied on a basis consistent
      with
      those used in the preparation of the Financial Statements. In addition, all
      calculations and defined accounting terms used herein shall, unless expressly
      provided otherwise, when referring to any Person, refer to such Person on a
      consolidated basis and mean such Person and its consolidated
      subsidiaries.





Section
      1.04 Types
      of Advances .
      Advances are distinguished by “Type.” The “Type” of an Advance refers to the
      determination whether such Advance is a Eurodollar Rate Advance or Base Rate
      Advance.




25





Section
      1.05 Miscellaneous .
      Article, Section, Schedule, and Exhibit references are to Articles and Sections
      of and Schedules and Exhibits to this Agreement, unless otherwise specified.
      All
      references to instruments, documents, contracts, and agreements are references
      to such instruments, documents, contracts, and agreements as the same may be
      amended, supplemented, and otherwise modified from time to time, unless
      otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of
      similar import when used in this Agreement shall refer to this Agreement as
      a
      whole and not to any particular provision of this Agreement. The term
“including” means “including, without limitation,”. Paragraph headings have been
      inserted in this Agreement as a matter of convenience for reference only and
      it
      is agreed that such paragraph headings are not a part of this Agreement and
      shall not be used in the interpretation of any provision of this Agreement.
      All
      Exhibits and Schedules attached to this Agreement are a part hereof for all
      purposes. Pronouns in masculine, feminine and neuter genders shall be construed
      to include any other gender, and words in the singular form shall be construed
      to include the plural and vice versa, unless the context otherwise
      requires.





Section
      1.06 Times
      of Day .
      Unless
      otherwise specified, all references herein to times of day shall be references
      to Eastern time (daylight or standard, as applicable).





Section
      1.07 Letter
      of Credit Amounts. Unless
      otherwise specified, all references herein to the amount of a Letter of Credit
      at any time shall be deemed to mean the maximum face amount of such Letter
      of
      Credit after giving effect to all increases and/or decreases thereof
      contemplated by such Letter of Credit or the Letter of Credit Documents related
      thereto.




**ARTICLE
      II**





**CREDIT
      FACILITIES**





Section
      2.01 Revolving
      Credit Facility .





(a) Advances .  Each
      Lender severally agrees, on the terms and conditions set forth in this
      Agreement, to make Advances to the Borrower from time to time on any Business
      Day during the period from the date of this Agreement until the Commitment
      Termination Date in an amount for each Lender not to exceed such Lender’s Unused
      Commitment Amount. Each Borrowing shall, in the case of Borrowings consisting
      of
      Base Rate Advances, be in an aggregate amount not less than $1,000,000 and
      in
      integral multiples of $500,000 in excess thereof, and in the case of Borrowings
      consisting of Eurodollar Rate Advances, be in an aggregate amount not less
      than
      $2,000,000 and in integral multiples of $1,000,000 in excess thereof, and in
      each case shall consist of Advances of the same Type made on the same day by
      the
      Lenders ratably according to their respective Commitments. Within the limits
      of
      each Lender’s Commitment, and subject to the terms of this Agreement, the
      Borrower may from time to time borrow, prepay, and reborrow
      Advances.





(b) Notes .  Upon
      the request of any Lender made through the Administrative Agent, the Borrower
      shall execute and deliver to such Lender (through the Administrative Agent)
      a
      Note, which shall evidence such Lender’s Advances. Each Lender may attach
      schedules to its Note and endorse thereon the date, Type (if applicable), amount
      and maturity of its Loans and payments with respect thereto.





26




Section
      2.02 Borrowing
      Base .





(a) Borrowing
      Base .
      The
      Borrowing Base as of the Closing Date has been set by the Administrative Agent
      and the Lenders and acknowledged by the Borrower as $80,000,000. Such Borrowing
      Base shall remain in effect until the next redetermination made pursuant to
      this
      Section 2.02. The Borrowing Base shall be determined in accordance with the
      standards set forth in Section 2.02(d) and is subject to periodic
      redetermination pursuant to Sections 2.02(b) and 2.02(c).





(b) Calculation
      of Borrowing Base .





(i)      The
      Borrower shall deliver to the Administrative Agent and each of the Lenders
      on or
      before each April 1, beginning April 1, 2006, an Independent Engineering Report
      dated effective as of the immediately preceding December 31, and such other
      information as may be reasonably requested by any Lender with respect to the
      Oil
      and Gas Properties included or to be included in the Borrowing Base. Within
      20
      days after the Administrative Agent and the Lenders’ receipt of such Independent
      Engineering Report and other information, the Administrative Agent shall deliver
      to each Lender the Administrative Agent’s recommendation for the redetermined
      Borrowing Base. Within 20 days after the Lenders’ receipt of the Administrative
      Agent’s recommendation, each Lender shall advise the Administrative Agent
      whether or not such Lender agrees with the Administrative Agent’s recommendation
      and the Borrowing Base shall be redetermined upon the approval of Majority
      Lenders (or all of the Lenders in case of an increase in the Borrowing Base); provided , however ,
      the
      failure of any Lender to give such notice within such period of time shall
      be
      deemed to constitute an acceptance of such redetermination. The Administrative
      Agent shall promptly notify the Borrower in writing of the amount of the
      Borrowing Base as so redetermined; provided, however that the failure to give
      such notice shall not affect the validity of any such redetermination.





(ii)      The
      Borrower shall deliver to the Administrative Agent and each Lender on or before
      each October 1, beginning October 1, 2005, an Internal Engineering Report dated
      effective as of the immediately preceding June 30, and such other information
      as
      may be reasonably requested by the Administrative Agent or any Lender with
      respect to the Oil and Gas Properties included or to be included in the
      Borrowing Base. Within 20 days after the Administrative Agent and the Lenders’
receipt of such Internal Engineering Report and other information, the
      Administrative Agent shall deliver to each Lender the Administrative Agent’s
      recommendation for the redetermined Borrowing Base. Within 20 days after the
      Lenders’ receipt of the Administrative Agent’s recommendation, each Lender shall
      advise the Administrative Agent whether or not such Lender agrees with the
      Administrative Agent’s recommendation and the Borrowing Base shall be
      redetermined upon the approval of Majority Lenders (or all of the Lenders in
      case of an increase in the Borrowing Base); provided , however ,
      the
      failure of any Lender to give such notice within such period of time shall
      be
      deemed to constitute an acceptance of such redetermination. The Administrative
      Agent shall promptly notify the Borrower in writing of the amount of the
      Borrowing Base as so redetermined.




27





(iii)      In
      the event that the Borrower does not furnish to the Administrative Agent and
      the
      Lenders the Independent Engineering Report, Internal Engineering Report or
      other
      information specified in clauses (i) and (ii) above by the date specified
      therein, the Administrative Agent and the Majority Lenders (or all the Lenders
      in case of an increase in the Borrowing Base) may nonetheless redetermine the
      Borrowing Base and redesignate the Borrowing Base from time-to-time thereafter
      in their sole discretion until the Administrative Agent and the Lenders receive
      the relevant Independent Engineering Report, Internal Engineering Report, as
      applicable, or other information whereupon the Administrative Agent and the
      Majority Lenders (or all the Lenders in case of an increase in the Borrowing
      Base) shall redetermine the Borrowing Base as otherwise specified in this
      Section 2.02. The failure of the Administrative Agent and the Lenders to
      redetermine the Borrowing Base and redesignate the Borrowing Base by the dates
      specified above shall not affect the validity of any redetermination and
      redesignation conducted from time-to-time hereafter.





(iv)      Each
      delivery of an Engineering Report by the Borrower to the Administrative Agent
      and the Lenders shall constitute a representation and warranty by the Borrower
      to the Administrative Agent and the Lenders that (A) the Borrower and its
      Subsidiaries, as applicable, own the Oil and Gas Properties specified therein
      free and clear of any Liens (except Permitted Liens), and (B) on and as of
      the
      date of such Engineering Report each Oil and Gas Property described as “proved
      developed” therein was developed for oil and gas, and the wells pertaining to
      such Oil and Gas Properties that are described therein as producing wells
      (“ Wells ”)
      were
      each producing oil and gas in paying quantities, except for Wells that were
      utilized as water or gas injection wells or as water disposal
      wells.





(c) Interim
      Redetermination .  In
      addition to the Borrowing Base redeterminations provided for in Section 2.02(b),
      (i) the Borrower may request two additional redeterminations of the Borrowing
      Base during any 12-month period and (ii) the Majority Lenders may make one
      additional redetermination of the Borrowing Base during any 12-month period;
      provided, however, that any increase in the Borrowing Base resulting from such
      a
      redetermination shall require the consent of all the Lenders; and provided
      further, that such redeterminations shall be in the Lenders' sole discretion
      and
      shall be based on such information as the Administrative Agent and the Lenders
      deem relevant (but in accordance with Section 2.02(d)). The parties requesting
      the redetermination shall give the other parties at least 10 days’ prior written
      notice that a redetermination of the Borrowing Base pursuant to this paragraph
      (c) is to be performed. In connection with any redetermination of the Borrowing
      Base under this Section 2.02(c), the Borrower shall provide the Administrative
      Agent and the Lenders with such information regarding the Credit Parties’
business (including, without limitation, its Oil and Gas Properties, the Proven
      Reserves, and production relating thereto) as the Administrative Agent or any
      Lender may request. In connection with such interim redeterminations, the
      Administrative Agent may request the Borrower to deliver an updated Internal
      Engineering Report or Independent Engineering Report. The Administrative Agent
      shall promptly notify the Borrower in writing of each redetermination of the
      Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing
      Base as so redetermined.





(d) Standards
      for Redetermination .  Each
      redetermination of the Borrowing Base by the Administrative Agent and the
      Lenders pursuant to this Section 2.02 shall be made (i) in the sole discretion
      of the Administrative Agent and the Lenders (but in accordance with the other
      provisions of this Section 2.02(d)), (ii) in accordance with the Administrative
      Agent’s and the Lenders’ customary internal standards and practices for valuing
      and redetermining the value of Oil and Gas Properties in connection with reserve
      based oil and gas loan transactions, (iii) in conjunction with the most recent
      Independent Engineering Report or Internal Engineering Report, as applicable,
      or
      other information received by the Administrative Agent and the Lenders relating
      to the Proven Reserves of the Borrower and its Subsidiaries, and (iv) based
      upon
      the estimated value of the Proven Reserves owned by the Borrower and its
      Subsidiaries as determined by the Administrative Agent and the Lenders. In
      valuing and redetermining the Borrowing Base, the Administrative Agent and
      the
      Lenders may also consider the business, financial condition, and Debt
      obligations of the Borrower and its Subsidiaries and such other factors as
      the
      Administrative Agent and the Lenders customarily deem appropriate. In that
      regard, the Borrower acknowledges that the determination of the Borrowing Base
      contains an equity cushion (market value in excess of loan value), which is
      essential for the adequate protection of the Administrative Agent and the
      Lenders. No Proven Reserves shall be included or considered for inclusion in
      the
      Borrowing Base unless the Administrative Agent and the Lenders shall have
      received, at the Borrower’s expense, evidence of title satisfactory in form and
      substance to the Administrative Agent in accordance with Section 5.13. At all
      times after the Administrative Agent has given the Borrower notification of
      a
      redetermination of the Borrowing Base under this Section 2.02, the Borrowing
      Base shall be equal to the redetermined amount or such lesser amount designated
      by the Borrower and disclosed in writing to the Administrative Agent and the
      Lenders until the Borrowing Base is subsequently redetermined in accordance
      with
      this Section 2.02.




28





Section
      2.03 Method
      of Borrowing .





(a) Notice . Each
      Borrowing shall be made pursuant to a Notice of Borrowing (or by telephone
      notice promptly confirmed in writing by a Notice of Borrowing), given not later
      than 12:00 p.m. (i) on the third Business Day before the date of the proposed
      Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances
      or
      (ii) on the Business Day of the proposed Borrowing, in the case of a Borrowing
      consisting of Base Rate Advances, by the Borrower to the Administrative Agent,
      which shall in turn give to each applicable Lender prompt notice of such
      proposed Borrowing by telecopier or telex. Each Notice of a Borrowing shall
      be
      given by telecopier or telex, confirmed immediately in writing, specifying
      the
      information required therein. In the case of a proposed Borrowing comprised
      of
      Eurodollar Rate Advances, the Administrative Agent shall promptly notify each
      applicable Lender of the applicable interest rate under Section 2.09(b). Each
      applicable Lender shall, before 2:00 p.m. on the date of such Borrowing, make
      available to the Administrative Agent at the Administrative Agent’s Office, or
      such other location as the Administrative Agent may specify by notice to the
      Lenders, in same day funds, in the case of a Borrowing, such Lender’s Pro Rata
      Share of such Borrowing. After the Administrative Agent’s receipt of such funds
      and upon fulfillment of the applicable conditions set forth in Article III,
      the
      Administrative Agent shall make such funds available to the Borrower at its
      account with the Administrative Agent.





(b) Conversions
      and Continuations .  The
      Borrower may elect to Convert or continue any Borrowing by delivering an
      irrevocable Notice of Conversion or Continuation to the Administrative Agent
      at
      the Administrative Agent’s Office no later than 12:00 p.m. (i) on the date which
      is at least three Business Days in advance of the proposed Conversion or
      continuation date in the case of a Conversion to or a continuation of a
      Borrowing comprised of Eurodollar Rate Advances and (ii) on the Business Day
      of
      the proposed Conversion in the case of a Conversion to a Borrowing comprised
      of
      Base Rate Advances. Each such Notice of Conversion or Continuation shall be
      in
      writing or by telex or telecopier confirmed immediately in writing specifying
      the information required therein. Promptly after receipt of a Notice of
      Conversion or Continuation under this Section, the Administrative Agent shall
      provide each Lender with a copy thereof and, in the case of a Conversion to
      or a
      continuation of a Borrowing comprised of Eurodollar Rate Advances, notify each
      Lender of the applicable interest rate under Section 2.09(b).




29





(c) Certain
      Limitations .  Notwithstanding
      anything to the contrary contained in paragraphs (a) and (b) above:





(i)      at
      no time shall there be more than six Interest Periods applicable to outstanding
      Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate
      Advances for any Borrowing at any time that a Default has occurred and is
      continuing;





(ii)      if
      any Lender shall, at least one Business Day before the date of any requested
      Borrowing, Conversion, or continuation, notify the Administrative Agent that
      the
      introduction of or any change in or in the interpretation of any law or
      regulation makes it unlawful, or that any central bank or other Governmental
      Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending
      Office to perform its obligations under this Agreement to make Eurodollar Rate
      Advances or to fund or maintain Eurodollar Rate Advances, the right of the
      Borrower to select Eurodollar Rate Advances from such Lender shall be suspended
      until such Lender shall notify the Administrative Agent that the circumstances
      causing such suspension no longer exist, and the Advance made by such Lender
      in
      respect of such Borrowing, Conversion, or continuation shall be a Base Rate
      Advance;





(iii)      if
      the Administrative Agent is unable to determine the Eurodollar Rate for
      Eurodollar Rate Advances comprising any requested Borrowing, the right of the
      Borrower to select Eurodollar Rate Advances for such Borrowing or for any
      subsequent Borrowing shall be suspended until the Administrative Agent shall
      notify the Borrower and the Lenders that the circumstances causing such
      suspension no longer exist, and each Advance comprising such Borrowing shall
      be
      a Base Rate Advance; and





(iv)      if
      the Borrower shall fail to select the duration or continuation of any Interest
      Period for any Eurodollar Rate Advances in accordance with the provisions
      contained in the definition of “Interest Period” in Section 1.01 and paragraph
      (b) above, the Administrative Agent shall forthwith so notify the Borrower
      and
      the Lenders and such Advances shall be made available to the Borrower on the
      date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert
      into Base Rate Advances.





(d) Notices
      Irrevocable .  Each
      Notice of Borrowing and Notice of Conversion or Continuation shall be
      irrevocable and binding on the Borrower.




30





(e) Administrative
      Agent Reliance .  Unless
      the Administrative Agent shall have received notice from a Lender before the
      date of any Borrowing that such Lender shall not make available to the
      Administrative Agent such Lender’s Pro Rata Share of a Borrowing, the
      Administrative Agent may assume that such Lender has made its Pro Rata Share
      of
      such Borrowing available to the Administrative Agent on the date of such
      Borrowing in accordance with this Agreement and the Administrative Agent may,
      in
      reliance upon such assumption, make available to the Borrower on such date
      a
      corresponding amount. If and to the extent that such Lender shall not have
      so
      made its Pro Rata Share of such Borrowing available to the Administrative Agent,
      such Lender and the Borrower severally agree to immediately repay to the
      Administrative Agent on demand such corresponding amount, together with interest
      on such amount, for each day from the date such amount is made available to
      the
      Borrower until the date such amount is repaid to the Administrative Agent,
      at
      (i) in the case of the Borrower, the interest rate applicable on such day to
      Advances comprising such Borrowing and (ii) in the case of such Lender, the
      Federal Funds Rate for such day. If such Lender shall repay to the
      Administrative Agent such corresponding amount and interest as provided above,
      such corresponding amount so repaid shall constitute such Lender’s Advance as
      part of such Borrowing for purposes of this Agreement even though not made
      on
      the same day as the other Advances comprising such Borrowing.





(f) Lender
      Obligations Several .  The
      obligations of the Lenders hereunder to make Advances, to fund participations
      in
      Letters of Credit and to make payments pursuant to Section
      10.04(c) are
      several and not joint. The failure of any Lender to make any Advance, to fund
      any such participation or to make any payment under Section
      10.04(c) on any
      date required hereunder shall not relieve any other Lender of its corresponding
      obligation to do so on such date, and no Lender shall be responsible for the
      failure of any other Lender to so make its Advance, to purchase its
      participation or to make its payment under Section
      10.04(c) .





(g) Failure
      to Satisfy Conditions Precedent .  If
      any Lender makes available to the Administrative Agent funds for any Advance
      to
      be made by such Lender as provided in the foregoing provisions of this Article
      II, and such funds are not made available to the Borrower by the Administrative
      Agent because the conditions to the applicable Borrowing or L/C Extension set
      forth in Article III are not satisfied or waived in accordance with the terms
      hereof, the Administrative Agent shall return such funds (in like funds as
      received from such Lender) to such Lender, without interest.





Section
      2.04 Reduction
      of the Commitments .





(a) The
      Borrower
      shall have the right, upon at least five Business Days’ irrevocable notice to
      the Administrative Agent, to terminate in whole or reduce ratably in part the
      unused portion of the Commitments; provided that
      each partial reduction shall be in the aggregate amount of $1,000,000 or in
      integral multiples of $1,000,000 in excess thereof.





(b) Any
      reduction
      and termination of the Commitments pursuant to this Section 2.04 shall be
      applied ratably to each Lender’s Commitment and shall be permanent, with no
      obligation of the Lenders to reinstate such Commitments.





(c) Until
      the
      Commitment Termination Date, Borrower may, upon three (3) Business Days prior
      written notice to Administrative Agent, reduce the Borrowing Base from the
      then
      designated amount to any lesser amount, provided that the amount of any such
      reduction must be equal to $5,000,000 or any higher integral multiple of
      $1,000,000. Such reduced Borrowing Base shall be effective as of such third
      Business Day (or any later date as designated by Borrower in such written
      notice) and shall continue in effect until the next date as of which the
      Borrowing Base is redetermined. Any such reduction in the Borrowing Base shall
      remain in effect until the next redetermination made in accordance with Section
      2.02.




31





Section
      2.05 Prepayment
      of Advances .





(a) Optional .  The
      Borrower may prepay the Advances, without premium or penalty, after giving
      by
      12:00 p.m. (i) in the case of Eurodollar Rate Advances, at least three Business
      Days’ or (ii) in the case of Base Rate Advances, on the same Business Day,
      irrevocable prior written notice to the Administrative Agent stating the
      proposed date and aggregate principal amount of such prepayment. If any such
      notice is given, the Borrower shall prepay the Advances in an aggregate
      principal amount equal to the amount specified in such notice, together with
      accrued interest to the date of such prepayment on the principal amount prepaid
      and amounts, if any, required to be paid pursuant to Section 2.12 as a result
      of
      such prepayment being made on such date; provided ,
      however, that each partial prepayment with respect to: (A) any Eurodollar Rate
      Advances shall be applied to Eurodollar Rate Advances comprising part of the
      same Borrowing; and (B) any Type of Advances shall be made in $1,000,000 and
      in
      integral multiples of $500,000 in excess thereof (or the remaining aggregate
      principal balance outstanding). Full prepayments of any Borrowing are permitted
      without restriction of amounts.





(b) Mandatory .





(i) Borrowing
      Base Deficiency .  If
      a Borrowing Base Deficiency exists, then the Administrative Agent shall give
      the
      Borrower and the Lenders prompt written notice thereof. The Borrower shall,
      within ten days after receipt of written notice of such condition from the
      Administrative Agent elect by written notice to the Administrative Agent to
      take
      one or more of the following actions to remedy the Borrowing Base
      deficiency:





(A)      prepay
      Advances or, if the Advances have been repaid in full, Cash Collateralize the
      Letter of Credit Exposure in an aggregate amount equal to such deficiency within
      ten days after the Borrower’s written election;





(B)      add
      additional Oil and Gas Properties acceptable to the Administrative Agent, in
      its
      sole discretion, to the Borrowing Base such that the Borrowing Base Deficiency
      is cured within 20 days after the Borrower’s written election; or





(C)      pay
      the Borrowing Base Deficiency in six equal monthly installments for the
      prepayment of the Advances or, if the Advances have been repaid in full, make
      deposits into the Cash Collateral Account to provide cash collateral for the
      Letter of Credit Exposure such that the Borrowing Base Deficiency is eliminated
      in a period of six months, by irrevocably dedicating an amount of the monthly
      cash flow from the Borrower’s and its Subsidiaries’ Oil and Gas Properties to
      the prepayment of Advances or, if the Advances have been repaid in full, making
      deposits into the Cash Collateral Account to provide cash collateral for the
      Letter of Credit Exposure. Each prepayment pursuant to this Section 2.05(b)
      shall be accompanied by accrued interest on the amount prepaid to the date
      of
      such prepayment and amounts, if any, required to be paid pursuant to Section
      2.12 as a result of such prepayment being made on such date. Each prepayment
      under this Section 2.05(b) shall be applied to the Advances in accordance with
      Section 2.10.




32





(ii) Reduction
      of Commitments .  On
      the date of each reduction of the aggregate Commitments pursuant to Section
      2.04, the Borrower agrees to make a prepayment in respect of the outstanding
      amount of the Advances to the extent, if any, that the aggregate unpaid
      principal amount of all Advances plus the
      Letter of Credit Exposure exceeds the lesser of (A) the aggregate Commitments,
      as so reduced and (B) the Borrowing Base. Each prepayment pursuant to this
      Section 2.05(c) shall be accompanied by accrued interest on the amount prepaid
      to the date of such prepayment and amounts, if any, required to be paid pursuant
      to Section 2.12 as a result of such prepayment being made on such date. Each
      prepayment under this Section 2.05(c) shall be applied to the Advances as
      provided in Section 2.10(a).





(iii) Accrued
      Interest .  Each
      prepayment under this Section 2.04(b) shall be accompanied by accrued interest
      on the amount prepaid to the date of such prepayment and amounts, if any,
      required to be paid pursuant to Section 2.10 as a result of such prepayment.





(c) Illegality .  If
      any Lender shall notify the Administrative Agent and the Borrower that the
      introduction of or any change in or in the interpretation of any law or
      regulation makes it unlawful, or that any central bank or other Governmental
      Authority asserts that it is unlawful for such Lender or its Eurodollar Lending
      Office to perform its obligations under this Agreement to maintain any
      Eurodollar Rate Advances of such Lender then outstanding hereunder, (i) the
      Borrower shall, no later than 12:00 p.m. (A) if not prohibited by law, on the
      last day of the Interest Period for each outstanding Eurodollar Rate Advance
      made by such Lender or (B) if required by such notice, on the second Business
      Day following its receipt of such notice, prepay all of the Eurodollar Rate
      Advances made by such Lender then outstanding, together with accrued interest
      on
      the principal amount prepaid to the date of such prepayment and amounts, if
      any,
      required to be paid pursuant to Section 2.12 as a result of such prepayment
      being made on such date, (ii) such Lender shall simultaneously make a Base
      Rate
      Advance to the Borrower on such date in an amount equal to the aggregate
      principal amount of the Eurodollar Rate Advances prepaid to such Lender, and
      (iii) the right of the Borrower to select Eurodollar Rate Advances from such
      Lender for any subsequent Borrowing shall be suspended until such Lender gives
      notice referred to above shall notify the Administrative Agent that the
      circumstances causing such suspension no longer exist.





(d) No
      Additional Right; Ratable Prepayment .  The
      Borrower shall have no right to prepay any principal amount of any Advance
      except as provided in this Section 2.05, and all notices given pursuant to
      this
      Section 2.05 shall be irrevocable and binding upon the Borrower. Each payment
      of
      any Advance pursuant to this Section 2.05 shall be made in a manner such that
      all Advances comprising part of the same Borrowing are paid in whole or ratably
      in part.





Section
      2.06 Repayment
      of Advances .  The
      Borrower shall repay to the Administrative Agent for the ratable benefit of
      the
      Lenders the outstanding principal amount of each Advance, together with any
      accrued interest on the Maturity Date or such earlier date pursuant to Section
      7.02 or Section 7.03.




33




Section
      2.07 Letters
      of Credit .





(a) Letter
      of Credit Commitment .





(i)      Subject
      to the terms and conditions set forth herein, (A) the Issuing Lender agrees,
      in
      reliance upon the agreements of the Lenders set forth in this Section 2.07,
      (1)
      from time to time on any Business Day during the period from the Closing Date
      until 30 days prior to the Commitment Termination Date, to issue Letters of
      Credit for the account of the Borrower, and to amend or extend Letters of Credit
      previously issued by it, in accordance with subsection (b) below, and (2) to
      honor drawings under the Letters of Credit; and (B) the Lenders severally agree
      to participate in Letters of Credit issued for the account of the Borrower
      and
      any drawings thereunder; provided that after giving effect to any L/C Credit
      Extension with respect to any Letter of Credit, the Letter of Credit Exposure
      shall not exceed the lesser of (A) the Letter of Credit Sublimit and (B) the
      Unused Commitment Amount. Each request by the Borrower for the issuance or
      amendment of a Letter of Credit shall be deemed to be a representation by the
      Borrower that the L/C Credit Extension so requested complies with the conditions
      set forth in the proviso to the preceding sentence. Within the foregoing limits,
      and subject to the terms and conditions hereof, the Borrower’s ability to obtain
      Letters of Credit shall be fully revolving, and accordingly the Borrower may,
      during the foregoing period, obtain Letters of Credit to replace Letters of
      Credit that have expired or that have been drawn upon and reimbursed.





(ii)      The
      Issuing Lender shall not issue any Letter of Credit, if:





(A)      Subject
      to Section 2.07(b)(iii), the expiry date of such requested Letter of Credit
      would occur more than 12 months after the date of issuance or last extension,
      unless the Majority Lenders have approved such expiry date; or





(B)      The
      expiry date of such requested Letter of Credit would occur after the Letter
      of
      Credit Expiration Date, unless all the Lenders have approved such expiry
      date.





(iii)      The
      Issuing Lender shall not be under any obligation to issue any Letter of Credit
      if:





(A)      any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the Issuing Lender from issuing such
      Letter of Credit, or any Legal Requirement applicable to the Issuing Lender
      or
      any request or directive (whether or not having the force of law) from any
      Governmental Authority with jurisdiction over the Issuing Lender shall prohibit,
      or request that the Issuing Lender refrain from, the issuance of letters of
      credit generally or such Letter of Credit in particular or shall impose upon
      the
      Issuing Lender with respect to such Letter of Credit any restriction, reserve
      or
      capital requirement (for which the Issuing Lender is not otherwise compensated
      hereunder) not in effect on the Closing Date, or shall impose upon the Issuing
      Lender any unreimbursed loss, cost or expense which was not applicable on the
      Closing Date and which the Issuing Lender in good faith deems material to it;




34





(B)      the
      issuance of such Letter of Credit would violate one or more policies of the
      Issuing Lender;





(C)      except
      as otherwise agreed by the Administrative Agent and the Issuing Lender, such
      Letter of Credit is in an initial face amount less than $100,000, in the case
      of
      a commercial Letter of Credit, or $500,000, in the case of a standby Letter
      of
      Credit;





(D)      such
      Letter of Credit is to be denominated in a currency other than
      Dollars;





(E)      such
      Letter of Credit contains any provisions for automatic reinstatement of the
      stated amount after any drawing thereunder; or





(F)      a
      default of any Lender’s obligations to fund under Section 2.07(c) exists or any
      Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender
      has entered into satisfactory arrangements with the Borrower or such Lender
      to
      eliminate the Issuing Lender’s risk with respect to such Lender.





(iv)      The
      Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would
      not be permitted at such time to issue such Letter of Credit in its amended
      form
      under the terms hereof.





(v)      The
      Issuing Lender shall be under no obligation to amend any Letter of Credit if
      (A)
      the Issuing Lender would have no obligation at such time to issue such Letter
      of
      Credit in its amended form under the terms hereof, or (B) the beneficiary of
      such Letter of Credit does not accept the proposed amendment to such Letter
      of
      Credit.





(vi)      The
      Issuing Lender shall act on behalf of the Lenders with respect to any Letters
      of
      Credit issued by it and the documents associated therewith, and the Issuing
      Lender shall have all of the benefits and immunities (A) provided to the
      Administrative Agent in Article IX with respect to any acts taken or omissions
      suffered by the Issuing Lender in connection with Letters of Credit issued
      by it
      or proposed to be issued by it and Letter of Credit Documents pertaining to
      such
      Letters of Credit as fully as if the term “Administrative Agent” as used in
      Article IX included the Issuing Lender with respect to such acts or omissions,
      and (B) as additionally provided herein with respect to the Issuing
      Lender.





(b) Procedures
      for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
      Credit .





(i)      Each
      Letter of Credit shall be issued or amended, as the case may be, upon the
      request of the Borrower delivered to the Issuing Lender (with a copy to the
      Administrative Agent) in the form of a Letter of Credit Application,
      appropriately completed and signed by a Responsible Officer of the Borrower.
      Such Letter of Credit Application must be received by the Issuing Lender and
      the
      Administrative Agent not later than 11:00 a.m. at least two Business Days (or
      such later date and time as the Administrative Agent and the Issuing Lender
      may
      agree in a particular instance in their sole discretion) prior to the proposed
      issuance date or date of amendment, as the case may be. In the case of a request
      for an initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the Issuing Lender: (A) the
      proposed issuance date of the requested Letter of Credit (which shall be a
      Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
      name
      and address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the Issuing Lender may require. In
      the
      case of a request for an amendment of any outstanding Letter of Credit, such
      Letter of Credit Application shall specify in form and detail satisfactory
      to
      the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed
      date
      of amendment thereof (which shall be a Business Day); (C) the nature of the
      proposed amendment; and (D) such other matters as the Issuing Lender may
      require. Additionally, the Borrower shall furnish to the Issuing Lender and
      the
      Administrative Agent such other documents and information pertaining to such
      requested Letter of Credit issuance or amendment, including any Letter of Credit
      Documents, as the Issuing Lender or the Administrative Agent may
      require.




35





(ii)      Promptly
      after receipt of any Letter of Credit Application, the Issuing Lender will
      confirm with the Administrative Agent (by telephone or in writing) that the
      Administrative Agent has received a copy of such Letter of Credit Application
      from the Borrower and, if not, the Issuing Lender will provide the
      Administrative Agent with a copy thereof. Unless the Issuing Lender has received
      written notice from any Lender, the Administrative Agent or any Credit Party,
      at
      least one Business Day prior to the requested date of issuance or amendment
      of
      the applicable Letter of Credit, that one or more applicable conditions
      contained in Article III shall not then be satisfied, then, subject to the
      terms
      and conditions hereof, the Issuing Lender shall, on the requested date, issue
      a
      Letter of Credit for the account of the Borrower or enter into the applicable
      amendment, as the case may be, in each case in accordance with the Issuing
      Lender’s usual and customary business practices. Immediately upon the issuance
      of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
      and unconditionally agrees to, purchase from the Issuing Lender a risk
      participation in such Letter of Credit in an amount equal to the product of
      such
      Lender’s Pro Rata Share times the amount of such Letter of Credit.





(iii)      If
      the Borrower so requests in any applicable Letter of Credit Application, the
      Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter
      of Credit that has automatic extension provisions (each, an “ Auto-Extension
      Letter of Credit ”);
      provided that any such Auto-Extension Letter of Credit must permit the Issuing
      Lender to prevent any such extension at least once in each twelve-month period
      (commencing with the date of issuance of such Letter of Credit) by giving prior
      notice to the beneficiary thereof not later than a day (the “ Non-Extension
      Notice Date ”)
      in
      each such twelve-month period to be agreed upon at the time such Letter of
      Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower
      shall not be required to make a specific request to the Issuing Lender for
      any
      such extension. Once an Auto-Extension Letter of Credit has been issued, the
      Lenders shall be deemed to have authorized (but may not require) the Issuing
      Lender to permit the extension of such Letter of Credit at any time to an expiry
      date not later than the Letter of Credit Expiration Date; provided, however,
      that the Issuing Lender shall not permit any such extension if (A) the Issuing
      Lender has determined that it would not be permitted, or would have no
      obligation, at such time to issue such Letter of Credit in its revised form
      (as
      extended) under the terms hereof (by reason of the provisions of clause (ii)
      or
      (iii) of Section 2.07(a) or otherwise), or (B) it has received notice (which
      may
      be by telephone or in writing) on or before the day that is five Business Days
      before the Non-Extension Notice Date (1) from the Administrative Agent that
      the
      Majority Lenders have elected not to permit such extension or (2) from the
      Administrative Agent, any Lender or the Borrower that one or more of the
      applicable conditions specified in Section 3.02 is not then satisfied, and
      in
      each such case directing the Issuing Lender not to permit such
      extension.




36





(iv)      Promptly
      after its delivery of any Letter of Credit or any amendment to a Letter of
      Credit to an advising bank with respect thereto or to the beneficiary thereof,
      the Issuing Lender will also deliver to the Borrower and the Administrative
      Agent a true and complete copy of such Letter of Credit or
      amendment.





(c) Drawings
      and Reimbursements; Funding of Participations .





(i)      Upon
      receipt from the beneficiary of any Letter of Credit of any notice of a drawing
      under such Letter of Credit, the Issuing Lender shall notify the Borrower and
      the Administrative Agent thereof. Not later than 11:00 a.m. on the date of
      any
      payment by the Issuing Lender under a Letter of Credit (each such date, an
      “ Honor
      Date ”),
      the
      Borrower shall reimburse the Issuing Lender through the Administrative Agent
      in
      an amount equal to the amount of such drawing. If the Borrower fails to so
      reimburse the Issuing Lender by such time, the Administrative Agent shall
      promptly notify each Lender of the Honor Date, the amount of the unreimbursed
      drawing (the “ Unreimbursed
      Amount ”),
      and
      the amount of such Lender’s Pro Rata Share thereof. In such event, the Borrower
      shall be deemed to have requested a Borrowing of Base Rate Advances to be
      disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
      without regard to the minimum and multiples specified in Section 2.01 for the
      principal amount of Base Rate Advances, but subject to the Unused Commitment
      Amount and the conditions set forth in Section 3.02 (other than the delivery
      of
      a Notice of Borrowing). Any notice given by the Issuing Lender or the
      Administrative Agent pursuant to this Section 2.07(c)(i) may be given by
      telephone if immediately confirmed in writing; provided that the lack of such
      an
      immediate confirmation shall not affect the conclusiveness or binding effect
      of
      such notice.





(ii)      Each
      Lender shall upon any notice pursuant to Section 2.07(c)(i) make funds available
      to the Administrative Agent for the account of the Issuing Lender at the
      Administrative Agent’s Office in an amount equal to its Pro Rata Share of the
      Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
      in
      such notice by the Administrative Agent, whereupon, subject to the provisions
      of
      Section 2.07(c)(iii), each Lender that so makes funds available shall be deemed
      to have made a Base Rate Advance to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the Issuing
      Lender.





(iii)      With
      respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
      of Base Rate Advances because the conditions set forth in Section 3.02 cannot
      be
      satisfied or for any other reason, the Borrower shall be deemed to have incurred
      from the Issuing Lender an L/C Borrowing in the amount of the Unreimbursed
      Amount that is not so refinanced, which L/C Borrowing shall be due and payable
      on demand (together with interest) and shall bear interest at the Base Rate
      plus
      the Applicable Margin applicable to Base Rate Advances plus 2% per annum. In
      such event, each Lender’s payment to the Administrative Agent for the account of
      the Issuing Lender pursuant to Section 2.07(c)(ii) shall be deemed payment
      in
      respect of its participation in such L/C Borrowing and shall constitute an
      L/C
      Advance from such Lender in satisfaction of its participation obligation under
      this Section 2.07.




37





(iv)      Until
      each Lender funds its Advance or L/C Advance pursuant to this Section 2.07(c)
      to
      reimburse the Issuing Lender for any amount drawn under any Letter of Credit,
      interest in respect of such Lender’s Pro Rata Share of such amount shall be
      solely for the account of the Issuing Lender.





(v)      Each
      Lender’s obligation to make Advances or L/C Advances to reimburse the Issuing
      Lender for amounts drawn under Letters of Credit, as contemplated by this
      Section 2.07(c), shall be absolute and unconditional and shall not be affected
      by any circumstance, including (A) any setoff, counterclaim, recoupment, defense
      or other right which such Lender may have against the Issuing Lender, the
      Borrower or any other Person for any reason whatsoever; (B) the occurrence
      or
      continuance of a Default, or (C) any other occurrence, event or condition,
      whether or not similar to any of the foregoing; provided, however, that each
      Lender’s obligation to make Advances pursuant to this Section 2.07(c) is subject
      to the conditions set forth in Section 3.02 (other than delivery by the Borrower
      of a Notice of Borrowing). No such making of an L/C Advance shall relieve or
      otherwise impair the obligation of the Borrower to reimburse the Issuing Lender
      for the amount of any payment made by the Issuing Lender under any Letter of
      Credit, together with interest as provided herein.





(vi)      If
      any Lender fails to make available to the Administrative Agent for the account
      of the Issuing Lender any amount required to be paid by such Lender pursuant
      to
      the foregoing provisions of this Section 2.07(c) by the time specified in
      Section 2.07(c)(ii), the Issuing Lender shall be entitled to recover from such
      Lender (acting through the Administrative Agent), on demand, such amount with
      interest thereon for the period from the date such payment is required to the
      date on which such payment is immediately available to the Issuing Lender at
      a
      rate per annum equal to the greater of the Federal Funds Rate and a rate
      determined by the Issuing Lender in accordance with banking industry rules
      on
      interbank compensation. A certificate of the Issuing Lender submitted to any
      Lender (through the Administrative Agent) with respect to any amounts owing
      under this clause (vi) shall be conclusive absent manifest error.





(d) Repayment
      of Participations .





(i)      At
      any time after the Issuing Lender has made a payment under any Letter of Credit
      and has received from any Lender such Lender’s L/C Advance in respect of such
      payment in accordance with Section 2.07(c), if the Administrative Agent receives
      for the account of the Issuing Lender any payment in respect of the related
      Unreimbursed Amount or interest thereon (whether directly from the Borrower
      or
      otherwise, including proceeds of Cash Collateral applied thereto by the
      Administrative Agent), the Administrative Agent will distribute to such Lender
      its Pro Rata Share thereof (appropriately adjusted, in the case of interest
      payments, to reflect the period of time during which such Lender’s L/C Advance
      was outstanding) in the same funds as those received by the Administrative
      Agent.




38





(ii)      If
      any payment received by the Administrative Agent for the account of the Issuing
      Lender pursuant to Section 2.07(c)(i) is required to be returned under any
      of
      the circumstances described in Section 10.17 (including pursuant to any
      settlement entered into by the Issuing Lender in its discretion), each Lender
      shall pay to the Administrative Agent for the account of the Issuing Lender
      its
      Pro Rata Share thereof on demand of the Administrative Agent, plus interest
      thereon from the date of such demand to the date such amount is returned by
      such
      Lender, at a rate per annum equal to the Federal Funds Rate from time to time
      in
      effect. The obligations of the Lenders under this clause shall survive the
      payment in full of the Obligations and the termination of this
      Agreement.





(e) Obligations
      Absolute .
      The
      obligation of the Borrower to reimburse the Issuing Lender for each drawing
      under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
      unconditional and irrevocable, and shall be paid strictly in accordance with
      the
      terms of this Agreement under all circumstances, including the
      following:





(i)      any
      lack of validity or enforceability of such Letter of Credit, this Agreement,
      or
      any other Loan Document;





(ii)      the
      existence of any claim, counterclaim, setoff, defense or other right that the
      Borrower or any Subsidiary may have at any time against any beneficiary or
      any
      transferee of such Letter of Credit (or any Person for whom any such beneficiary
      or any such transferee may be acting), the Issuing Lender or any other Person,
      whether in connection with this Agreement, the transactions contemplated hereby
      or by such Letter of Credit or any agreement or instrument relating thereto,
      or
      any unrelated transaction;





(iii)      any
      draft, demand, certificate or other document presented under such Letter of
      Credit proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect; or any
      loss
      or delay in the transmission or otherwise of any document required in order
      to
      make a drawing under such Letter of Credit;





(iv)      any
      payment by the Issuing Lender under such Letter of Credit against presentation
      of a draft or certificate that does not strictly comply with the terms of such
      Letter of Credit; or any payment made by the Issuing Lender under such Letter
      of
      Credit to any Person purporting to be a trustee in bankruptcy,
      debtor-in-possession, assignee for the benefit of creditors, liquidator,
      receiver or other representative of or successor to any beneficiary or any
      transferee of such Letter of Credit, including any arising in connection with
      any proceeding under any applicable bankruptcy, insolvency, reorganization,
      moratorium, or similar law affecting creditors’ rights generally and by general
      principles of equity; or





(v)      any
      other circumstance or happening whatsoever, whether or not similar to any of
      the
      foregoing, including any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, the Borrower or any
      Subsidiary.




39





The
      Borrower shall promptly examine a copy of each Letter of Credit and each
      amendment thereto that is delivered to it and, in the event of any claim of
      noncompliance with the Borrower’s instructions or other irregularity, the
      Borrower will immediately notify the Issuing Lender. The Borrower shall be
      conclusively deemed to have waived any such claim against the Issuing Lender
      and
      its correspondents unless such notice is given as aforesaid.





(f) Role
      of Issuing Lender .  Each
      Lender and the Borrower agree that, in paying any drawing under a Letter of
      Credit, the Issuing Lender shall not have any responsibility to obtain any
      document (other than any sight draft, certificates and documents expressly
      required by the Letter of Credit) or to ascertain or inquire as to the validity
      or accuracy of any such document or the authority of the Person executing or
      delivering any such document. None of the Issuing Lender, the Administrative
      Agent, any of their respective Related Parties nor any correspondent,
      participant or assignee of the Issuing Lender shall be liable to any Lender
      for
      (i) any action taken or omitted in connection herewith at the request or with
      the approval of the Lenders or the Majority Lenders, as applicable; (ii) any
      action taken or omitted in the absence of gross negligence or willful
      misconduct; or (iii) the due execution, effectiveness, validity or
      enforceability of any document or instrument related to any Letter of Credit
      or
      Letter of Credit Document. The Borrower hereby assumes all risks of the acts
      or
      omissions of any beneficiary or transferee with respect to its use of any Letter
      of Credit; provided, however, that this assumption is not intended to, and
      shall
      not, preclude the Borrower’s pursuing such rights and remedies as it may have
      against the beneficiary or transferee at law or under any other agreement.
      None
      of the Issuing Lender, the Administrative Agent, any of their respective Related
      Parties nor any correspondent, participant or assignee of the Issuing Lender
      shall be liable or responsible for any of the matters described in clauses
      (i)
      through (v) of Section 2.07(e); provided, however, that anything in such clauses
      to the contrary notwithstanding, the Borrower may have a claim against the
      Issuing Lender, and the Issuing Lender may be liable to the Borrower, to the
      extent, but only to the extent, of any direct, as opposed to consequential
      or
      exemplary, damages suffered by the Borrower which the Borrower proves were
      caused by the Issuing Lender's willful misconduct or gross negligence or the
      Issuing Lender's willful failure to pay under any Letter of Credit after the
      presentation to it by the beneficiary of a sight draft and certificate(s)
      strictly complying with the terms and conditions of a Letter of Credit. In
      furtherance and not in limitation of the foregoing, the Issuing Lender may
      accept documents that appear on their face to be in order, without
      responsibility for further investigation, regardless of any notice or
      information to the contrary, and the Issuing Lender shall not be responsible
      for
      the validity or sufficiency of any instrument transferring or assigning or
      purporting to transfer or assign a Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, which may prove to be
      invalid or ineffective for any reason.




40





(g) Cash
      Collateral .  Upon
      the request of the Administrative Agent, (i) if the Issuing Lender has honored
      any full or partial drawing request under any Letter of Credit and such drawing
      has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
      Expiration Date, any L/C Obligation for any reason remains outstanding, the
      Borrower shall, in each case, immediately Cash Collateralize the then
      outstanding Letter of Credit Exposure after giving effect to any L/C Credit
      Extensions occurring on such date and any other changes in the aggregate amount
      of the Letter of Credit Exposure as of such date, including as a result of
      any
      reimbursements by the Borrower of Unreimbursed Amounts. Sections 2.05, 7.02(c)
      or 7.03(c) set forth certain additional requirements to deliver Cash Collateral
      hereunder. For purposes of this Section 2.05, Section 2.07, Section 7.02(c)
      and
      Section 7.03(c), “Cash Collateralize” means to pledge and deposit with or
      deliver to the Administrative Agent, for the benefit of the Issuing Lender
      and
      the Lenders, as collateral for the L/C Obligations, cash or deposit account
      balances pursuant to documentation in form and substance reasonably satisfactory
      to the Administrative Agent and the Issuing Lender (which documents are hereby
      consented to by the Lenders). Derivatives of such term have corresponding
      meanings. The Borrower hereby grants to the Administrative Agent, for the
      benefit of the Issuing Lender and the Lenders, a security interest in all such
      cash, deposit accounts and all balances therein and all proceeds of the
      foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing
      deposit accounts at Bank of America.





(h) Applicability
      of ISP and UCP .  Unless
      otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter
      of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter
      of Credit, and (ii) the rules of the Uniform Customs and Practice for
      Documentary Credits, as most recently published by the International Chamber
      of
      Commerce at the time of issuance shall apply to each commercial Letter of
      Credit.





(i) Conflict
      with Issuer Documents .  In
      the event of any conflict between the terms hereof and the terms of any Letter
      of Credit Document, the terms hereof shall control.





Section
      2.08 Fees .





(a) Commitment
      Fees .  The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender a commitment fee at a per annum rate equal to the Applicable Margin
      for
      commitment fees on the actual daily Unused Commitment Amount of such Lender,
      from the date of this Agreement until the Commitment Termination Date. The
      commitment fees shall be due and payable quarterly in arrears on the last day
      of
      each March, June, September, and December commencing on September 30, 2005
      and
      continuing thereafter through and including the Commitment Termination
      Date.





(b) Letter
      of Credit Fees .





(i) Letter
      of Credit Fee .  The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender in accordance with its Pro Rata Share a Letter of Credit fee (the
“ Letter
      of Credit Fee ”)
      equal
      to the Applicable Margin for Eurodollar Rate Advances times the daily maximum
      amount available to be drawn under such Letter of Credit (whether or not such
      maximum amount is then in effect under such Letter of Credit). Such fee will
      be
      calculated based on the face amount of all Letters of Credit outstanding on
      each
      day at the above applicable rate and will be payable quarterly in arrears.
      Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears
      and
      (ii) due and payable on the first Business Day after the end of each March,
      June, September and December, commencing with the first such date to occur
      after
      the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
      and thereafter on demand. If there is any change in the Applicable Rate during
      any quarter, the daily maximum amount of each Letter of Credit shall be computed
      and multiplied by the Applicable Rate separately for each period during such
      quarter that such Applicable Rate was in effect. Notwithstanding anything to
      the
      contrary contained herein, upon the request of the Majority Lenders, while
      any
      Event of Default exists, all Letter of Credit Fees shall accrue at the
      Applicable Margin plus 2.00%.




41





(ii) Fronting
      Fee and Documentary and Processing Charges Payable to Issuing
      Lender .
      The
      Borrower shall pay directly to the Issuing Lender for its own account a fronting
      fee with respect to each Letter of Credit, at the rate per annum specified
      in
      the Fee Letter, computed on the actual daily maximum amount available to be
      drawn under such Letter of Credit (whether or not such maximum amount is then
      in
      effect under such Letter of Credit) and on a quarterly basis in arrears, and
      due
      and payable on the first Business Day after the end of each March, June,
      September and December, commencing with the first such date to occur after
      the
      issuance of such Letter of Credit, on the Letter of Credit Expiration Date
      and
      thereafter on demand. In addition, the Borrower shall pay directly to the
      Issuing Lender for its own account the customary issuance, presentation,
      amendment and other processing fees, and other standard costs and charges,
      of
      the Issuing Lender relating to letters of credit as from time to time in effect.
      Such customary fees and standard costs and charges are due and payable on demand
      and are nonrefundable.





(c) Other
      Fees .  The
      Borrower agrees to pay to the Lead Arranger and the Administrative Agent the
      fees described in the Administrative Agent’s Fee Letter.





Section
      2.09 Interest .  The
      Borrower shall pay interest on the unpaid principal amount of each Advance
      made
      by each Lender from the date of such Advance until such principal amount shall
      be paid in full, at the following rates per annum:





(a) Base
      Rate Advances .  If
      such Advance is a Base Rate Advance, a rate per annum equal at all times to
      the
      Base Rate in effect from time to time plus the
      Applicable Margin in effect from time to time, payable quarterly in arrears
      on
      the last day of each calendar quarter and on the date such Base Rate Advance
      shall be paid in full, provided that
      upon the occurrence and continuance of an Event of Default, such Advances shall
      bear interest from the date on which such Event of Default occurred until such
      Event of Default has been cured or waived, payable on demand, at a rate per
      annum equal at all times to the Base Rate in effect from time to time plus the
      Applicable Margin plus 2.00%,
      provided that the rate charged pursuant to this Section 2.09(a) shall never
      exceed the Maximum Rate.





(b) Eurodollar
      Rate Advances .  If
      such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times
      during the Interest Period for such Advance to the Eurodollar Rate for such
      Interest Period plus the
      Applicable Margin in effect from time to time, payable on the last day of such
      Interest Period, and, in the case of six-month Interest Periods, on the day
      which occurs during such Interest Period three months from the first day of
      such
      Interest Period, provided that
      upon the occurrence and continuance of an Event of Default, such Advance shall
      bear interest from the date on which such Event of Default occurred until such
      Event of Default has been cured or waived, payable on demand, at a rate per
      annum equal at all times to the rate required to be paid on such Advance
      immediately prior to the occurrence of such Event of Default plus 2.00%, provided  further ,
      that
      any amount of principal, interest, fees or any other amount which is not paid
      when due (whether at stated maturity, by acceleration, or otherwise) shall
      bear
      interest from the date on which such amount is due until such amount is paid
      in
      full, payable on demand, at a rate per annum equal at all times to the Base
      Rate
      in effect from time to time plus the
      Applicable Margin plus 2.00%,
      provided that the rate charged pursuant to this Section 2.09(b) shall never
      exceed the Maximum Rate.




42





(c) Additional
      Interest on Eurodollar Rate Advances .  The
      Borrower shall pay to each Lender, so long as any such Lender shall be required
      under regulations of the Federal Reserve Board to maintain reserves with respect
      to liabilities or assets consisting of or including Eurocurrency Liabilities,
      additional interest on the unpaid principal amount of each Eurodollar Rate
      Advance of such Lender, from the effective date of such Advance until such
      principal amount is paid in full, at an interest rate per annum equal at all
      times to the remainder obtained by subtracting (i) the Eurodollar Rate for
      the
      Interest Period for such Advance from (ii) the rate obtained by dividing such
      Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve
      Percentage of such Lender for such Interest Period, payable on each date on
      which interest is payable on such Advance. Such additional interest payable
      to
      any Lender shall be determined by such Lender and notified to the Borrower
      through the Administrative Agent (such notice to include the calculation of
      such
      additional interest, which calculation shall be conclusive in the absence of
      manifest error).





(d) Usury
      Recapture .





(i)      If,
      with respect to any Lender, the effective rate of interest contracted for under
      the Loan Documents, including the stated rates of interest and fees contracted
      for hereunder and any other amounts contracted for under the Loan Documents
      which are deemed to be interest, at any time exceeds the Maximum Rate, then
      the
      outstanding principal amount of the loans made by such Lender hereunder shall
      bear interest at a rate which would make the effective rate of interest for
      such
      Lender under the Loan Documents equal the Maximum Rate until the difference
      between the amounts which would have been due at the stated rates and the
      amounts which were due at the Maximum Rate (the “ Lost
      Interest ”)
      has
      been recaptured by such Lender.





(ii)      If,
      when the loans made hereunder are repaid in full, the Lost Interest has not
      been
      fully recaptured by such Lender pursuant to the preceding subsection (i), then,
      to the extent permitted by law, for the loans made hereunder by such Lender
      the
      interest rates charged under this Section 2.09 shall be retroactively increased
      such that the effective rate of interest under the Loan Documents was at the
      Maximum Rate since the effectiveness of this Agreement to the extent necessary
      to recapture the Lost Interest not recaptured pursuant to the preceding sentence
      and, to the extent allowed by law, the Borrower shall pay to such Lender the
      amount of the Lost Interest remaining to be recaptured by such
      Lender.





( iii )  ****NOTWITHSTANDING
      THE FOREGOING OR ANY OTHER TERM IN THIS AGREEMENT AND THE LOAN DOCUMENTS TO
      THE
      CONTRARY, IT IS THE INTENTION OF EACH LENDER AND THE BORROWER TO CONFORM
      STRICTLY TO ANY APPLICABLE USURY LAWS. ACCORDINGLY, IF ANY LENDER CONTRACTS
      FOR,
      CHARGES, OR RECEIVES ANY CONSIDERATION WHICH CONSTITUTES INTEREST IN EXCESS
      OF
      THE MAXIMUM RATE, THEN ANY SUCH EXCESS SHALL BE CANCELED AUTOMATICALLY AND,
      IF
      PREVIOUSLY PAID, SHALL AT SUCH LENDER’S OPTION BE APPLIED TO THE OUTSTANDING
      AMOUNT OF THE ADVANCES MADE HEREUNDER BY SUCH LENDER OR BE REFUNDED TO THE
      BORROWER**.**




43





Section
      2.10 Payments
      and Computations .





(a) Payment
      Procedures .  All
      payments to be made by the Borrower shall be made without condition or deduction
      for any counterclaim, defense, recoupment or setoff. The Borrower shall make
      each payment under this Agreement and under the Notes not later than 2:00 p.m.
      on the day when due in Dollars at the Administrative Agent’s Office in same day
      funds. The Administrative Agent shall promptly thereafter cause to be
      distributed like funds relating to the payment of principal, interest or fees
      ratably (other than amounts payable solely to the Administrative Agent, the
      Issuing Lender, or a specific Lender pursuant to Section 2.08(b), 2.08(c),
      2.09(c), 2.12, 2.13, 2.14, 9.05, or 10.07, but after taking into account
      payments effected pursuant to Section 10.04) in accordance with each Lender’s
      Pro Rata Share to the Lenders for the account of their respective Applicable
      Lending Offices, and like funds relating to the payment of any other amount
      payable to any Lender or the Issuing Lender to such Lender for the account
      of
      its Applicable Lending Office, in each case to be applied in accordance with
      the
      terms of this Agreement. All payments received by the Administrative Agent
      after
      2:00 p.m. shall be deemed received on the next succeeding Business Day and
      any
      applicable interest or fee shall continue to accrue.





(b) Computations .  All
      computations of interest based on the Base Rate shall be made by the
      Administrative Agent on the basis of a year of 365 or 366 days, as the case
      may
      be, and all computations of interest based on the Eurodollar Rate and the
      Federal Funds Rate and of fees shall be made by the Administrative Agent, on
      the
      basis of a year of 360 days, in each case for the actual number of days
      (including the first day, but excluding the last day) occurring in the period
      for which such interest or fees are payable. Each determination by the
      Administrative Agent of an interest rate or fee shall be conclusive and binding
      for all purposes, absent manifest error.





(c) Non-Business
      Day Payments .  Whenever
      any payment shall be stated to be due on a day other than a Business Day, such
      payment shall be made on the next succeeding Business Day, and such extension
      of
      time shall in such case be included in the computation of payment of interest
      or
      fees, as the case may be; provided ,
      however, that if such extension would cause payment of interest on or principal
      of Eurodollar Rate Advances to be made in the next following calendar month,
      such payment shall be made on the next preceding Business Day.





(d)  (i) Funding
      by Lenders; Presumption by Administrative Agent .  Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed time of any Advance that such Lender will not make available to the
      Administrative Agent such Lender’s share of such Advance, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with Section 2.02 and may, in reliance upon such assumption, make
      available to the Borrower a corresponding amount. In such event, if a Lender
      has
      not in fact made its share of the applicable Advance available to the
      Administrative Agent, then the applicable Lender and the Borrower severally
      agree to pay to the Administrative Agent forthwith on demand such corresponding
      amount in immediately available funds with interest thereon, for each day from
      and including the date such amount is made available to the Borrower to but
      excluding the date of payment to the Administrative Agent, at (A) in the case
      of
      a payment to be made by such Lender, the greater of the Federal Funds Rate
      and a
      rate determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation and (B) in the case of a payment to be made
      by
      the Borrower, the interest rate applicable to Base Rate Advances. If the
      Borrower and such Lender shall pay such interest to the Administrative Agent
      for
      the same or an overlapping period, the Administrative Agent shall promptly
      remit
      to the Borrower the amount of such interest paid by the Borrower for such
      period. If such Lender pays its share of the applicable Advance to the
      Administrative Agent, then the amount so paid shall constitute such Lender’s
      Advance included in such Borrowing. Any payment by the Borrower shall be without
      prejudice to any claim the Borrower may have against a Lender that shall have
      failed to make such payment to the Administrative Agent.




44





(ii) Payments
      by Borrower; Presumptions by Administrative Agent .  Unless
      the Administrative Agent shall have received notice from the Borrower prior
      to
      the date on which any payment is due to the Administrative Agent for the account
      of the Lenders or the Issuing Lender hereunder that the Borrower will not make
      such payment, the Administrative Agent may assume that the Borrower has made
      such payment on such date in accordance herewith and may, in reliance upon
      such
      assumption, distribute to the Lenders or the Issuing Lender, as the case may
      be,
      the amount due. In such event, if the Borrower has not in fact made such
      payment, then each of the Lenders or the Issuing Lender, as the case may be,
      severally agrees to repay to the Administrative Agent forthwith on demand the
      amount so distributed to such Lender or the Issuing Lender, in immediately
      available funds with interest thereon, for each day from and including the
      date
      such amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Rate and a rate
      determined by the Administrative Agent in accordance with banking industry
      rules
      on interbank compensation.





A
      notice
      of the Administrative Agent to any Lender or the Borrower with respect to any
      amount owing under this subsection (b) shall be conclusive, absent manifest
      error.





Section
      2.11 Sharing
      of Payments, Etc .  If
      any Lender shall obtain any payment (whether voluntary, involuntary, through
      the
      exercise of any right of set-off, or otherwise) on account of the Advances
      or
      Letter of Credit Exposure made by it in excess of its Pro Rata Share of payments
      on account of the Advances or Letter of Credit Exposure obtained by all the
      Lenders, such Lender shall notify the Administrative Agent and forthwith
      purchase from the other Lenders such participations in the Advances made by
      them
      or Letter of Credit Exposure held by them as shall be necessary to cause such
      purchasing Lender to share the excess payment ratably with each of them; provided ,
      however, that if all or any portion of such excess payment is thereafter
      recovered from such purchasing Lender, such purchase from each Lender shall
      be
      rescinded and such Lender shall repay to the purchasing Lender the purchase
      price to the extent of such Lender’s ratable share (according to the proportion
      of (a) the amount of the participation sold by such Lender to the purchasing
      Lender as a result of such excess payment to (b) the total amount of such excess
      payment) of such recovery, together with an amount equal to such Lender’s
      ratable share (according to the proportion of (i) the amount of such Lender’s
      required repayment to the purchasing Lender to (ii) the total amount of all
      such
      required repayments to the purchasing Lender) of any interest or other amount
      paid or payable by the purchasing Lender in respect of the total amount so
      recovered. The Borrower agrees that any Lender so purchasing a participation
      from another Lender pursuant to this Section 2.11 may, to the fullest extent
      permitted by law, exercise all its rights of payment (including the right of
      set-off) with respect to such participation as fully as if such Lender were
      the
      direct creditor of the Borrower in the amount of such
      participation.




45





Section
      2.12 Breakage
      Costs .  If
      (a) any default by the Borrower in making any borrowing of, conversion into
      or
      continuation of any Eurodollar Rate Advance after the Borrower has given a
      notice requesting the same in accordance with the provisions of this Agreement,
      (b) any payment of any Eurodollar Rate Advance is made prior to the last day
      of
      the Interest Period for such Advance, whether as a result of any payment
      pursuant to Section 2.05, the acceleration of the maturity of the Notes pursuant
      to Article VII, or otherwise, or (c) any default by the Borrower in making
      any
      prepayment of any Eurodollar Rate Advance after the Borrower has given notice
      thereof in accordance with the provisions of this Agreement, the Borrower shall,
      within 10 days of any written demand sent by any Lender to the Borrower through
      the Administrative Agent, pay to the Administrative Agent for the account of
      such Lender any amounts required to compensate such Lender for any additional
      losses, out-of-pocket costs or expenses which it may reasonably incur as a
      result of such payment or nonpayment, including, without limitation, any loss,
      cost, or expense incurred by reason of the liquidation or reemployment of
      deposits or other funds acquired by such Lender to fund or maintain such
      Advance.





Section
      2.13 Increased
      Costs .





(a) Eurodollar
      Rate Advances .  If,
      due to either (i) the introduction of or any change (other than any change
      by
      way of imposition or increase of reserve requirements included in the Eurodollar
      Rate Reserve Percentage) in or in the interpretation of any law or regulation
      or
      (ii) the compliance with any guideline or request from any central bank or
      other
      Governmental Authority (whether or not having the force of law), there shall
      be
      any increase in the cost to any Lender of agreeing to make or making, funding,
      or maintaining Eurodollar Rate Advances, then the Borrower shall from time
      to
      time, upon demand by such Lender (with a copy of such demand to the
      Administrative Agent), immediately pay to the Administrative Agent for the
      account of such Lender additional amounts sufficient to compensate such Lender
      for such increased cost. A certificate as to the amount of such increased cost
      and detailing the calculation of such cost submitted to the Borrower and the
      Administrative Agent by such Lender shall be conclusive and binding for all
      purposes, absent manifest error.





(b) Capital
      Adequacy .  If
      any Lender or the Issuing Lender determines in good faith that compliance with
      any law or regulation or any guideline or request from any central bank or
      other
      Governmental Authority (whether or not having the force of law) affects or
      would
      affect the amount of capital required or expected to be maintained by such
      Lender or the Issuing Lender or any corporation controlling such Lender or
      the
      Issuing Lender and that the amount of such capital is increased by or based
      upon
      the existence of such Lender’s commitment to lend or the Issuing Lender’s
      commitment to issue the Letters of Credit and other commitments of this type,
      then, upon 30 days’ prior written notice by such Lender or the Issuing Lender
      (with a copy of any such demand to the Administrative Agent), the Borrower
      shall
      immediately pay to the Administrative Agent for the account of such Lender
      or to
      the Issuing Lender, as the case may be, from time to time as specified by such
      Lender or the Issuing Lender, additional amounts sufficient to compensate such
      Lender or the Issuing Lender for the reduced rate of return on that capital
      of
      such Lender or the Issuing Lender (but without duplication of amounts, if any,
      paid by the Borrower pursuant to Section 2.13(a) above), in light of such
      circumstances, (i) with respect to such Lender, to the extent that such Lender
      reasonably determines such increase in capital to be allocable to the existence
      of such Lender’s commitment to lend under this Agreement and (ii) with respect
      to the Issuing Lender, to the extent that the Issuing Lender reasonably
      determines such increase in capital to be allocable to the issuance or
      maintenance of the Letters of Credit. A certificate as to such amounts and
      detailing the calculation of such amounts submitted to the Borrower by such
      Lender or the Issuing Lender shall be conclusive and binding for all purposes,
      absent manifest error.




46





(c) Letters
      of Credit .  If
      any change in any law or regulation or in the interpretation thereof by any
      court or administrative or Governmental Authority charged with the
      administration thereof shall either (i) impose, modify, or deem applicable
      any
      reserve, special deposit, or similar requirement against letters of credit
      issued by, or assets held by, or deposits in or for the account of, the Issuing
      Lender or (ii) impose on the Issuing Lender any other condition regarding the
      provisions of this Agreement relating to the Letters of Credit or any Letter
      of
      Credit Exposure, and the result of any event referred to in the preceding clause
      (i) or (ii) shall be to increase the cost to the Issuing Lender of issuing
      or
      maintaining any Letter of Credit (which increase in cost shall be determined
      by
      the Issuing Lender’s reasonable allocation of the aggregate of such cost
      increases resulting from such event), then, upon demand by the Issuing Lender,
      the Borrower shall pay to the Issuing Lender, from time to time as specified
      by
      the Issuing Lender, additional amounts which shall be sufficient to compensate
      the Issuing Lender for such increased cost. A certificate as to such increased
      cost incurred by the Issuing Lender, as a result of any event mentioned in
      clause (i) or (ii) above, and detailing the calculation of such increased costs
      submitted by the Issuing Lender to the Borrower, shall be conclusive and binding
      for all purposes, absent manifest error.





Section
      2.14 Taxes .





(a) No
      Deduction for Certain Taxes .  Any
      and all payments by the Borrower shall be made, in accordance with Section
      2.10,
      free and clear of and without deduction for any and all present or future taxes,
      levies, imposts, deductions, charges or withholdings, and all liabilities with
      respect thereto, excluding, in the case of each Lender, the Issuing Lender,
      and
      the Administrative Agent, taxes imposed on its net income, and franchise taxes
      imposed on it, by the jurisdiction under the laws of which such Lender, the
      Issuing Lender, or the Administrative Agent (as the case may be) is organized
      or
      otherwise resides for tax purposes or maintains any Applicable Lending Office
      or
      any political subdivision of the jurisdiction, and any branch profits taxes
      imposed by the United States of America or any similar tax imposed by another
      jurisdiction in which the Borrower is located, and any withholding or similar
      taxes imposed by the United States of America, pursuant to laws in effect as
      of
      the date the Lender or the Issuing Lender becomes a party to this Agreement,
      upon any payments to or for the benefit of such Lender or Issuing Lender under
      this Agreement (all such non-excluded taxes, levies, imposts, deductions,
      charges, withholdings and liabilities being hereinafter referred to as
“ Taxes ”)
      and,
      in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction
      of
      such Lender’s Applicable Lending Office or any political subdivision of such
      jurisdiction. If the Borrower shall be required by law to deduct any Taxes
      from
      or in respect of any sum payable to any Lender, the Issuing Lender, or the
      Administrative Agent, (i) the sum payable shall be increased as may be necessary
      so that, after making all required deductions (including deductions applicable
      to additional sums payable under this Section 2.14), such Lender, the Issuing
      Lender, or the Administrative Agent (as the case may be) receives an amount
      equal to the sum it would have received had no such deductions been made; provided ,
      however, that if the Borrower’s obligation to deduct or withhold Taxes is caused
      solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s
      failure to provide the forms described in paragraph (d) of this Section 2.14
      and
      such Lender, the Issuing Lender, or the Administrative Agent could have provided
      such forms, no such increase shall be required; (ii) the Borrower shall make
      such deductions; and (iii) the Borrower shall pay the full amount deducted
      to
      the relevant taxation authority or other authority in accordance with applicable
      law. After a Lender or the Issuing Lender learns of the imposition of Taxes,
      such Lender or Issuing Lender will promptly notify Borrower of such
      Taxes.





47




(b) Other
      Taxes .  In
      addition, the Borrower agrees to pay any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies which
      arise from any payment made or from the execution, delivery or registration
      of,
      or otherwise with respect to, this Agreement, the Notes, or the other Loan
      Documents (hereinafter referred to as “ Other
      Taxes ”).





( c ) Indemnification . ****THE
      BORROWER INDEMNIFIES EACH LENDER, THE ISSUING LENDER, AND THE ADMINISTRATIVE
      AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING, WITHOUT
      LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
      PAYABLE UNDER THIS SECTION 2.14) PAID BY SUCH LENDER, THE ISSUING LENDER, OR
      THE
      ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING INTEREST
      AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH
      TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED UNLESS THE PAYMENT
      OF
      SUCH TAXES OR OTHER TAXES WERE NOT CORRECTLY OR LEGAL ASSERTED AND SUCH LENDER’S
      PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS GROSS NEGLIGENCE
      OR
      WILFUL MISCONDUCT. EACH PAYMENT REQUIRED TO BE MADE BY THE BORROWER IN RESPECT
      OF THIS INDEMNIFICATION SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE
      BENEFIT OF ANY PARTY CLAIMING SUCH INDEMNIFICATION WITHIN 30 DAYS FROM THE
      DATE
      THE BORROWER RECEIVES WRITTEN DEMAND THEREFOR FROM THE ADMINISTRATIVE AGENT
      ON
      BEHALF OF ITSELF AS ADMINISTRATIVE AGENT, THE ISSUING LENDER, OR ANY SUCH
      LENDER. WITHIN 30 DAYS AFTER RECEIPT OF A WRITTEN REQUEST BY BORROWER, A LENDER
      OR THE ISSUING LENDER SHALL, AT BORROWER'S EXPENSE, MAKE A CLAIM TO AN
      APPLICABLE GOVERNMENTAL AUTHORITY FOR A REFUND IF, IN THE JUDGMENT OF SUCH
      LENDER OR ISSUING LENDER, THE MAKING OF SUCH CLAIM WILL NOT BE ADVERSE TO IT
      IN
      RESPECT OF ANY TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY BORROWER UNDER
      THIS
      SECTION 2.14. IF ANY LENDER, THE ADMINISTRATIVE AGENT, OR THE ISSUING LENDER
      RECEIVES A REFUND IN RESPECT OF ANY TAXES PAID BY THE BORROWER UNDER THIS
      SECTION 2.14, SUCH LENDER, THE ADMINISTRATIVE AGENT, OR THE ISSUING LENDER,
      AS
      THE CASE MAY BE, SHALL PROMPTLY PAY TO THE BORROWER THE BORROWER’S SHARE OF SUCH
      REFUND. THIS PARAGRAPH SHALL NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE
      AGENT, ANY LENDER OR THE ISSUING LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR
      ANY OTHER INFORMATION RELATING TO ITS TAXES) TO THE BORROWER OR ANY OTHER
      PERSON**.**




48





(d) Foreign
      Lender Withholding Exemption .  Each
      Lender and Issuing Lender that is not incorporated under the laws of the United
      States of America or a state thereof agrees that upon the request of the
      Borrower it shall deliver to the Borrower and the Administrative Agent (i)
      two
      duly completed copies of United States Internal Revenue Service Form W8-ECI,
      W8-IMY or W8-BEN  or
      successor applicable form, as the case may be, certifying in each case that
      such
      Lender is entitled to receive payments under this Agreement and the Notes
      payable to it, without deduction or withholding of any United States federal
      income taxes, (ii) if applicable, an Internal Revenue Service Form W-9 or
      successor applicable form, as the case may be, to establish an exemption from
      United States backup withholding tax, and (iii) any other governmental forms
      which are necessary or required under an applicable tax treaty or otherwise
      by
      law to reduce or eliminate any withholding tax, which have been reasonably
      requested by the Borrower. If an event (including without limitation any change
      in treaty, law or regulation) has occurred prior to the date on which any
      delivery required by the preceding sentence would otherwise be required which
      renders all such forms inapplicable or which would prevent any Lender from
      duly
      completing and delivering any such form with respect to it and such Lender
      advises the Borrower and the Administrative Agent that it is not capable of
      receiving payments without any deduction or withholding of United States federal
      income tax, and in the case of a Form W-9 establishing an exemption from United
      States backup withholding tax, such Lender shall not be required to deliver
      such
      form. Each Lender further agrees to deliver to Borrower and the Administrative
      Agent (i) renewals or additional copies of such forms (or any successor forms)
      on or before the date that such forms expire or become obsolete, and (ii) after
      the occurrence of any event requiring a change in the most recent forms so
      delivered by it, such additional forms or amendments thereto as may be
      reasonably requested by Borrower. The Borrower shall withhold tax at the rate
      and in the manner required by the laws of the United States with respect to
      payments made to a Lender failing to timely provide the requisite Internal
      Revenue Service forms. For any period with respect to which a Lender or the
      Issuing Lender has failed to provide the Borrower and the Administrative Agent
      with the appropriate form pursuant to this Section 2.14(d) (unless such failure
      is due to a change in treaty or Legal Requirement occurring subsequent to the
      date on which a form originally was required to be provided), such Lender or
      the
      Issuing Lender, as applicable, shall not be entitled to indemnification under
      Section 2.14(c) with respect to Taxes imposed by the United States which taxes
      would not have been imposed but for such failure to provide such forms; provided , however that
      should a Lender, which is otherwise exempt from or subject to a reduced rate
      of
      withholding tax becomes subject to Taxes because of its failure to deliver
      a
      form required hereunder, the Borrower shall take such steps as such Lender
      shall
      reasonable request to assist such Lender to recover such Taxes.





**ARTICLE
      III**





**CONDITIONS
      OF LENDING**





Section
      3.01 Conditions
      Precedent to Closing Date .  The
      Closing Date shall occur upon the satisfaction of the following conditions
      precedent that:





(a) Documentation .  The
      Administrative Agent shall have received the following duly executed by all
      the
      parties thereto, in form and substance satisfactory to the Administrative Agent,
      the Issuing Lender and each of the Lenders, and, where applicable, in sufficient
      copies for each Lender:





(i)     this
      Agreement;




49





(ii)     a
      Note payable to the order of each Lender that has requested a Note in the amount
      of its Commitment;





(iii)     the
      Mortgage Amendments and any additional Mortgages that may be required pursuant
      to Section 5.11;





(iv)     copies
      of insurance policies or certificates thereof naming the Administrative Agent
      loss payee or additional insured, as applicable, certified by the Borrower’s
      insurance broker as true and correct copies thereof, and which are otherwise
      satisfactory to the Administrative Agent;





(v)     a
      copy of the Internal Engineering Report dated as of June 1, 2005 with respect
      to
      the Oil and Gas Properties to be included in the Borrowing Base;





(vi)     a
      favorable opinion dated as of the Closing Date of Thompson & Knight L.L.P.,
      counsel to the Credit Parties, in form and substance satisfactory to the
      Administrative Agent covering such matters as any Lender through the
      Administrative Agent may reasonably request;





(vii)     copies,
      certified as of the date of this Agreement by a Responsible Officer or the
      secretary or an assistant secretary of the General Partner of (A) the
      resolutions of the applicable governing body of the Borrower approving the
      Loan
      Documents to which the Borrower is a party, (B) the organizational documents
      of
      the Borrower, and (C) all other documents evidencing other necessary corporate
      action and governmental approvals, if any, with respect to this Agreement,
      the
      Notes, the Security Instruments and the other Loan Documents to which the
      Borrower is a party;





(viii)     certificates
      of a Responsible Officer or the secretary or an assistant secretary of the
      General Partner certifying the names and true signatures of the officers of
      the
      General Partner authorized to sign on behalf of the Borrower this Agreement,
      the
      Notes, Notices of Borrowing, Notices of Conversion or Continuation, the Security
      Instruments and the other Loan Documents to which the Borrower is a
      party;





(ix)     copies,
      certified as of the date of this Agreement by a Responsible Officer or the
      secretary or an assistant secretary of each Guarantor of (A) the resolutions
      of
      the applicable governing body of such Guarantor approving the Loan Documents
      to
      which it is a party, (B) the organizational documents of such Guarantor, and
      (C)
      all other documents evidencing other necessary corporate action and governmental
      approvals, if any, with respect to this Agreement, the Security Instruments,
      and
      the other Loan Documents to which such Guarantor is a party;





(x)     a
      certificate of the secretary or an assistant secretary of each Guarantor
      certifying the names and true signatures of officers of such Guarantor
      authorized to sign this Agreement, the Security Instruments and the other Loan
      Documents to which such Guarantor is a party;




50





(xi)     certificates
      from the appropriate Governmental Authority certifying as to the good standing,
      existence and authority of each of the Credit Parties in all jurisdictions
      where
      required by the Administrative Agent;





(xii)     a
      certificate dated as of the date of this Agreement from the Responsible Officer
      of the General Partner stating that (A) all representations and warranties
      of
      the Borrower set forth in this Agreement are true and correct in all material
      respects; (B) no Default has occurred and is continuing; and (C) the conditions
      in this Section 3.01 have been met;





(xiii)     the
      First Amendment to the Intercreditor and Subordination Agreement;





(xiv)     results
      of lien, tax and judgment searches of the UCC Records of the Secretary of State
      and applicable counties of the States of Delaware, Oklahoma and Texas from
      a
      source acceptable to the Administrative Agent and reflecting no Liens against
      any of the Collateral as to which perfection of a Lien is accomplished by the
      filing of a financing statement other than in favor of the Administrative Agent,
      other than Permitted Liens;





(xv)     appropriate
      UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with
      the
      appropriate authorities and any other documents, agreements or instruments
      necessary to create an Acceptable Security Interest in such Collateral;
      and





(xvi)     such
      other documents, governmental certificates, agreements and lien searches as
      the
      Administrative Agent or any Lender may reasonably request.





(b) Payment
      of Fees .  On
      the date of this Agreement, the Borrower shall have paid the fees required
      by
      Section 2.08(c) and all costs and expenses that have been invoiced and are
      payable pursuant to Section 10.04.





(c) No
      Default .  No
      Default shall have occurred and be continuing.





(d) Representations
      and Warranties .  The
      representations and warranties contained in Article IV hereof and in each other
      Loan Document shall be true and correct in all respects.





(e) Material
      Adverse Change .  No
      event or circumstance that could cause a Material Adverse Change shall have
      occurred.





(f) No
      Proceeding or Litigation; No Injunctive Relief .  No
      action, suit, investigation or other proceeding (including, without limitation,
      the enactment or promulgation of a statute or rule) by or before any arbitrator
      or any Governmental Authority shall be threatened or pending and no preliminary
      or permanent injunction or order by a state or federal court shall have been
      entered against the Borrower or any of its Subsidiaries that could reasonably
      be
      expected to cause a Material Adverse Change.





(g) Consents,
      Licenses, Approvals, etc .  The
      Administrative Agent shall have received true copies (certified to be such
      by a
      Responsible Officer the Borrower or other appropriate Credit Party) of all
      consents, licenses and approvals required in accordance with applicable Legal
      Requirements, or in accordance with any document, agreement, instrument or
      arrangement to which any Credit Party is a party, in connection with the
      execution, delivery, performance, validity and enforceability of this Agreement
      and the other Loan Documents. In addition, the Credit Parties shall have all
      such material consents, licenses and approvals required in connection with
      the
      continued operation of the Credit Parties, and such approvals shall be in full
      force and effect, and all applicable waiting periods shall have expired without
      any action being taken or threatened by any competent authority which would
      restrain, prevent or otherwise impose adverse conditions on this Agreement
      and
      the actions contemplated hereby.




51





(h) Subordinated
      Debt .  The
      Borrower shall have entered into the First Amendment to the Subordinated Credit
      Agreement, the terms and conditions thereof shall be reasonably satisfactory
      to
      the Administrative Agent and the Lenders and the conditions precedent set forth
      in such amendment shall contemporaneously herewith have been satisfied or waived
      as of the date of the Closing Date. The Borrower shall have delivered copies
      of
      the Subordinated Credit Agreement and each other agreement, instrument, or
      document executed by any Credit Party or any of their officers at any time
      in
      connection with the Subordinated Credit Agreement on or before the Closing
      Date.





(i) Security
      Instruments .  The
      Administrative Agent shall have received all appropriate evidence required
      by
      the Administrative Agent and the Lenders in their sole discretion necessary
      to
      determine that arrangements have been made for the Administrative Agent (for
      its
      benefit and the benefit of the Lenders) to have an Acceptable Security Interest
      in the Collateral and that all actions or filings necessary to protect, preserve
      and validly perfect such Liens have been made, taken or obtained (or will be
      upon the filing and recording of the appropriate Security Instruments), as
      the
      case may be, and are in full force and effect.





(j) Title .  The
      Administrative Agent shall be satisfied in its sole discretion with the title
      to
      the Oil and Gas Properties included in the Borrowing Base and that such Oil
      and
      Gas Properties constitute the percentage to be specified pursuant to the first
      sentence of Section 5.13.





(k) Notice
      of Borrowing .  The
      Administrative Agent shall have received a Notice of Borrowing with appropriate
      insertions and executed by a duly authorized Responsible Officer of the General
      Partner.





Section
      3.02 Conditions
      Precedent to All Borrowings .  The
      obligation of each Lender to make an Advance on the occasion of each Borrowing
      and of the Issuing Lender to issue, increase, or extend any Letter of Credit
      shall be subject to the further conditions precedent that on the date of such
      Borrowing or the date of the issuance, increase, or extension of such Letter
      of
      Credit, the following statements shall be true (and each of the giving of the
      applicable Notice of Borrowing, Notice of Conversion or Continuation, or Letter
      of Credit Application and the acceptance by the Borrower of the proceeds of
      such
      Borrowing or the issuance, increase, or extension of such Letter of Credit
      shall
      constitute a representation and warranty by the Borrower that on the date of
      such Borrowing, the issuance, increase, or extension of such Letter of Credit,
      such statements are true):





(a) the
      representations and warranties contained in Article IV of this Agreement and
      the
      representations and warranties contained in the Security Instruments, the
      Guaranties, and each of the other Loan Documents are true and correct in all
      material respects on and as of the date of such Borrowing or the date of the
      issuance, increase, or extension of such Letter of Credit, before and after
      giving effect to such Borrowing or to the issuance, increase, or extension
      of
      such Letter of Credit and to the application of the proceeds from such
      Borrowing, as though made on and as of such date (unless such representations
      and warranties are stated to relate to a specific earlier date, in which case
      such representations and warranties shall be true and correct in all material
      respect as of such earlier date);




52





(b)     no
      Default has occurred and is continuing or would result from such Borrowing
      or
      from the application of the proceeds therefrom, or would result from the
      issuance, increase, or extension of such Letter of Credit; and





(c)     after
      giving effect to the such proposed Borrowing, no Borrowing Base Deficiency
      exists.





Without
      limiting the generality of the provisions of Section 9.04, for purposes of
      determining compliance with the conditions specified in this Section 3.01,
      each
      Lender that has signed this Agreement shall be deemed to have consented to,
      approved or accepted or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received
      notice from such Lender prior to the proposed Closing Date specifying its
      objection thereto.





**ARTICLE
      IV**





**REPRESENTATIONS
      AND WARRANTIES**





Each
      Credit Party jointly and severally represents and warrants as
      follows:





Section
      4.01 Corporate
      Existence; Subsidiaries .  Each
      of the Credit Parties is duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its formation and in good standing and
      qualified to do business in each jurisdiction where its ownership or lease
      of
      Property or conduct of its business requires such qualification and where the
      failure to so qualify could reasonably be expected to cause a Material Adverse
      Change. As of the Closing Date, the Credit Parties have no Subsidiaries other
      than those listed on Schedule
      4.01 .





Section
      4.02 Corporate
      Power .  The
      execution, delivery, and performance by each Credit Party of this Agreement,
      the
      Notes, and the other Loan Documents to which it is a party and the consummation
      of the transactions contemplated hereby and thereby (a) are within such Credit
      Party’s powers, (b) have been duly authorized by all necessary governing action,
      (c) do not contravene (i) such Credit Party’s governance documents or (ii) any
      Legal Requirement or any material contractual restriction binding on or
      affecting such Credit Party, and (d) will not result in or require the creation
      or imposition of any Lien upon any of the material Property of any Credit Party
      prohibited by this Agreement. At the time of each Advance, such Advance and
      the
      use of the proceeds of such Advance will (A) be within the Borrower’s limited
      partnership powers, (B) have been duly authorized by all necessary partnership
      action, (C) not contravene (i) the Borrower’s limited partnership agreement or
      other organizational documents or (ii) any Legal Requirement or any material
      contractual restriction of any material agreement binding on or affecting the
      Borrower and (D) not result in or require the creation or imposition of any
      Lien
      upon any of the material Property of any Credit Party prohibited by this
      Agreement.




53





Section
      4.03 Authorization
      and Approvals .  No
      consent, order, authorization, or approval or other action by, and no notice
      to
      or filing with, any Governmental Authority or any other Person is required
      for
      the due execution, delivery, and performance by any Credit Party of this
      Agreement, the Notes, or the other Loan Documents to which such Credit Party
      is
      a party or the consummation of the transactions contemplated hereby or thereby.
      At the time of each Borrowing and each issuance, increase or extension of a
      Letter of Credit, no authorization or approval or other action by, and no notice
      to or filing with, any Governmental Authority will be required for such
      Borrowing or such issuance, increase or extension of such Letter of Credit
      or
      the use of the proceeds of such Borrowing or such Letter of Credit.





Section
      4.04 Enforceable
      Obligations .  This
      Agreement, the Notes, and the other Loan Documents to which each Credit Party
      is
      a party have been duly executed and delivered by such Credit Party. Each Loan
      Document to which each Credit Party is a party is the legal, valid, and binding
      obligation of such Credit Party enforceable against such Credit Party in
      accordance with its terms, except as such enforceability may be limited by
      any
      applicable bankruptcy, insolvency, reorganization, moratorium, or similar law
      affecting creditors’ rights generally and by general principles of
      equity.





Section
      4.05 Financial
      Statements .





(a) The
      Borrower
      has delivered to the Administrative Agent and the Lenders the Financial
      Statements, and the Financial Statements are correct and complete in all
      material respects and present fairly the consolidated financial condition of
      the
      Credit Parties as of their respective dates and for their respective periods
      in
      accordance with GAAP, applied on a consistent basis. As of the date of the
      Financial Statements, there were no material Debt, trade payables, contingent
      obligations, liabilities for taxes, unusual forward or long-term commitments,
      or
      unrealized or anticipated losses of any Credit Party, except as disclosed
      therein and adequate reserves for such items have been made in accordance with
      GAAP.





(b) Since
      March
      31, 2005, no event or circumstance that could reasonably be expected to cause
      a
      Material Adverse Change has occurred.





(c) Each
      of the
      Credit Parties is Solvent.





Section
      4.06 True
      and Complete Disclosure .  All
      written information (whether delivered before or after the Closing Date)
      furnished by or on behalf of any Credit Party to any Lender or the
      Administrative Agent for purposes of or in connection with this Agreement,
      any
      other Loan Document or any transaction contemplated hereby or thereby, when
      taken as a whole, is true and accurate in all material respects on the date
      as
      of which such information is dated or certified (or, if not dated and certified,
      as of the date as of which such information is provided) and does not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary to make the statements contained therein not materially misleading
      at
      such time. All projections, estimates, and pro forma financial information
      furnished by the Borrower were prepared on the basis of assumptions, data,
      information, tests, or conditions believed to be reasonable at the time such
      projections, estimates, and pro forma financial information were furnished,
      but
      the Credit Parties do not represent and warrant that such projections, estimates
      or pro forma information is (or will ultimately prove to have been) accurate.




54





Section
      4.07 Litigation .  There
      is no pending or, to the knowledge of any Responsible Officer of any Credit
      Party, threatened action or proceeding affecting any of the Credit Parties
      before any court, Governmental Authority or arbitrator which (a) both (i)
      involves the possibility of any judgment or liability against any Credit Party
      not fully covered by insurance (except for normal deductibles) and (ii) could
      reasonably be expected to cause a Material Adverse Change or (b) purports to
      affect the legality, validity, binding effect or enforceability of this
      Agreement, any Note, or any other Loan Document. Additionally, there is no
      pending or, to the knowledge of any Responsible Officer of any Credit Party,
      threatened action or proceeding instituted against any Credit Party which seeks
      to adjudicate such Credit Party as bankrupt or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment, protection,
      relief, or composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an
      order for relief or the appointment of a receiver, trustee or other similar
      official for it or for any substantial part of its Property.





Section
      4.08 Taxes .





(a) Reports
      and Payments .  All
      Returns (as defined below in clause (c) of this Section) required to be filed
      by
      or on behalf of any Credit Party or any member of the Controlled Group
      (hereafter collectively called the “ Tax
      Group ”)
      have
      been duly filed on a timely basis or appropriate extensions have been obtained
      and such Returns are and will be true, complete and correct in all material
      respects; and all Taxes shown to be payable on the Returns or on subsequent
      assessments with respect thereto will have been paid in full on a timely basis,
      and no other Taxes will be payable by the Tax Group with respect to items or
      periods covered by such Returns, except where any obligation is being contested
      in good faith and by appropriate proceedings and after adequate reserves for
      such items have been made in accordance with GAAP. The reserves for accrued
      Taxes reflected in the financial statements delivered to the Lenders under
      this
      Agreement are adequate in the aggregate for the payment of all unpaid Taxes,
      whether or not disputed, for the period ended as of the date thereof and for
      any
      period prior thereto, and for which the Tax Group may be liable in its own
      right, as withholding agent or as a transferee of the assets of, or successor
      to, any Person.





(b) Taxes
      Definition .  “ Taxes ”
in
      this
      Section 4.08 shall mean all taxes, charges, fees, levies, or other assessments
      imposed by any federal, state, local, or foreign taxing authority, including
      without limitation, income, gross receipts, excise, real or personal property,
      sales, occupation, use, service, leasing, environmental, value added, transfer,
      payroll, and franchise taxes (and including any interest, penalties, or
      additions to tax attributable to or imposed on with respect to any such
      assessment).





(c) Returns
      Definition .  “ Returns ”
in
      this
      Section 4.08 shall mean any federal, state, local, or foreign report, estimate,
      declaration of estimated Tax, information statement or return relating to,
      or
      required to be filed in connection with, any Taxes, including any information
      return or report with respect to backup withholding or other payments of third
      parties.




55





Section
      4.09 Pension
      Plans .  All
      Plans are in compliance in all material respects with all applicable provisions
      of ERISA. No Termination Event has occurred with respect to any Plan, and each
      Plan has complied with and been administered in all material respects in
      accordance with applicable provisions of ERISA and the Code. No “accumulated
      funding deficiency” (as defined in Section 302 of ERISA) has occurred and there
      has been no excise tax imposed under Section 4971 of the Code. No Reportable
      Event has occurred with respect to any Multiemployer Plan, and each
      Multiemployer Plan has complied with and been administered in all material
      respects with applicable provisions of ERISA and the Code. The present value
      of
      all benefits vested under each Plan (based on the assumptions used to fund
      such
      Plan) did not, as of the last annual valuation date applicable thereto, exceed
      the value of the assets of such Plan allocable to such vested benefits. None
      of
      the Credit Parties or any member of the Controlled Group has had a complete
      or
      partial withdrawal from any Multiemployer Plan for which there is any withdrawal
      liability. As of the most recent valuation date applicable thereto, none of
      the
      Credit Parties or any member of the Controlled Group would become subject to
      any
      liability under ERISA if any Credit Party or any member of the Controlled Group
      received notice that any Multiemployer Plan is insolvent or in reorganization.
      Based upon GAAP existing as of the date of this Agreement and current factual
      circumstances, no Credit Party has reason to believe that the annual cost during
      the term of this Agreement to any Credit Party or any other member of the
      Controlled Group for post-retirement benefits to be provided to the current
      and
      former employees of the Borrower or any member of the Controlled Group under
      welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the
      aggregate, reasonably be expected to cause a Material Adverse
      Change.





Section
      4.10 Condition
      of Property; Casualties .





(a) Subject
      to
      the matters set forth in Schedule
      4.10 ,
      each of
      the Borrower and its Subsidiaries has good and indefeasible title to all of
      its
      Oil and Gas Properties evaluated in the most recently delivered Engineering
      Report, free and clear of all Liens except for Permitted Liens. Brigham
      Exploration has good and defensible title to all of the Equity Interests in
      the
      General Partner and, directly and indirectly, all of the ownership interests
      in
      the Limited Partners, except for Permitted Liens. Each of the General Partner
      and the Limited Partners has good and defensible title to all of the Equity
      Interests in the Borrower, except for Permitted Liens.





(b) The
      quantum
      and nature of the interest of the Borrower and its Subsidiaries in and to its
      Hydrocarbon Interests as set forth in the most recent Engineering Report
      includes the entire interest of the Borrower and its Subsidiaries in such
      Hydrocarbon Interests as of the date of such Engineering Report and are complete
      and accurate in all material respects as of the date of such Engineering Report;
      and there are no “back-in” or “reversionary” interests held by third parties
      which could materially reduce the interest of the Borrower and its Subsidiaries
      in such Hydrocarbon Interests except as taken into account in such Engineering
      Report. The ownership of such Hydrocarbon Interests held by the Borrower and
      its
      Subsidiaries shall not in any material respect obligate any of such Persons
      to
      bear the costs and expenses relating to the maintenance, development, and
      operations of such Hydrocarbon Interests in an amount in excess of the working
      interest of such Person in each such Hydrocarbon Interest set forth in the
      most
      recent Engineering Report.




56





(c) All
      leases,
      instruments and agreements comprising the Borrower’s and its Subsidiaries’ Oil
      and Gas Properties necessary for the conduct of business of the Borrower and
      its
      Subsidiaries are valid and subsisting, in full force and effect and there exists
      no default or event of default or circumstance which with the giving of notice
      or lapse of time or both would give rise to a default under any such leases,
      instruments or agreements, in each case which would affect in any material
      respect the conduct of the business of the Borrower and its Subsidiaries.
      Neither Borrower or any of its Subsidiaries nor, to the knowledge of Borrower,
      any other party to any leases, instruments or agreements comprising its Oil
      and
      Gas Properties evaluated in the most recently delivered Engineering Report,
      has
      given or threatened to give notice of any default under or inquiry into any
      possible default under, or action to alter, terminate, rescind or procure a
      judicial reformation of, any such lease, instrument or agreement.





(d) All
      of the
      Properties of the Borrower and its Subsidiaries that are reasonably necessary
      for the operation of their business are in good repair, working order and
      condition in all material respects and are maintained as is customary in the
      oil
      and gas industry. Since the date of the most recent financial statements
      delivered pursuant to Section 5.06(a), neither the business nor the Properties
      of the Credit Parties, taken as a whole, has been materially and adversely
      affected as a result of any fire, explosion, earthquake, flood, drought,
      windstorm, accident, strike or other labor disturbance, embargo, requisition
      or
      taking of Property or cancellation of contracts, Permits, or concessions by
      a
      Governmental Authority, riot, activities of armed forces, or acts of God or
      of
      any public enemy.





(e) Except
      as set
      forth on Schedule
      4.10 or as
      otherwise disclosed in writing to the Administrative Agent:





(i) In
      each case
      only with respect to any of the Borrower’s and its Subsidiaries’ Oil and Gas
      Properties that have been assigned a discounted present value equal to or in
      excess of $2,000,000 in any Engineering Report, (A) all rentals, royalties,
      overriding royalties, shut-in royalties and other payments due under or with
      respect to any such Hydrocarbon Interests evaluated in any Engineering Report
      have been properly and timely paid in the ordinary course of business and (B)
      all material expenses payable under the terms of the contracts and agreements
      comprising such Oil and Gas Properties (other than those described above in
      clause (A)) have been properly and timely paid in the ordinary course of
      business, except in each case (1) where such payments are being contested in
      good faith by appropriate proceedings and for which adequate reserves complying
      with GAAP have been made or (2) for payments the late payment of which could
      not
      reasonably be expected to cause a termination or forfeiture of any of the
      Borrower’s or its Subsidiaries’ rights under any such leases, instruments or
      agreements comprising any such Oil and Gas Properties or otherwise, individually
      or in the aggregate, cause a Material Adverse Change;





(ii) All
      of the
      proceeds from the sale of Hydrocarbons produced from the Borrower’s and its
      Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to the
      Borrower without suspense, other than any such proceeds the late payment or
      non-payment of which could not reasonably be expected to cause a Material
      Adverse Change or materially adversely affect the value of the Collateral taken
      as a whole; and




57





(iii) No
      material
      amount of proceeds that has been received by any Credit Party from the sale
      of
      Hydrocarbons produced from the Oil and Gas Properties evaluated in the most
      recently delivered Engineering Report is subject to any claim for any refund
      or
      refund obligation, except as permitted under Section 4.14 or Section
      6.13.





Section
      4.11 Security
      Instruments .





(a) The
      provisions of each of the Pledge Agreements delivered to the Administrative
      Agent are effective to create in favor of the Administrative Agent, for the
      ratable benefit of the Lenders, a legal, valid and enforceable security interest
      in the Pledged Collateral (as defined therein) and proceeds thereof and when
      (i)
      certificates, if any, representing or constituting the Pledged Collateral are
      delivered to the Administrative Agent, the Pledge Agreement shall constitute
      a
      first priority Acceptable Security Interest in, all right, title and interest
      of
      the pledgor party thereto in such Pledged Collateral and the proceeds thereof,
      subject to Permitted Liens or and (ii) upon the filing of UCC-1 Financing
      Statements with the secretary of state of each jurisdiction of formation for
      each of the grantors party thereto, the Pledge Agreements shall constitute
      a
      first priority Acceptable Security Interest in, all right, title and interest
      of
      the applicable Credit Party in such Pledged Collateral and the proceeds thereof,
      subject to Permitted Liens.





(b) On
      the
      Closing Date, the Equity Interests listed on Schedule
      I to each
      of the Pledge Agreements will constitute all the issued and outstanding Equity
      Interests in the Borrower, the General Partner, the Limited Partners, and the
      direct and indirect Subsidiaries of the Borrower; all such Equity Interests
      have
      been duly and validly issued and are fully paid and nonassessable; and the
      relevant pledgor of said shares is the record and beneficial owner of said
      shares.





(c) The
      provisions of the Mortgages will be effective to grant to the Administrative
      Agent, for the ratable benefit of the Lenders, legal, valid and enforceable
      mortgage liens on all of the right, title and interest of the Borrower and
      its
      Subsidiaries in the mortgaged property described therein. Once such Mortgages
      have been recorded in the appropriate recording office, the Mortgages will
      constitute perfected first liens on, and security interest in, such mortgaged
      property, subject to Permitted Liens.





(d) On
      the
      Closing Date, all governmental actions and all other filings, recordings,
      registrations, third party consents and other actions which are necessary to
      create and perfect the Liens provided for in the Security Instruments will
      have
      been made, obtained and taken in all relevant jurisdictions (or are the subject
      of arrangements, satisfactory to the Administrative Agent, to be made, obtained
      or taken on or promptly after the Closing Date). No other filings or recordings
      are required in order to perfect the security interests created under any
      Security Instruments.





Section
      4.12 No
      Burdensome Restrictions; No Defaults .





(a) Neither
      the
      Borrower nor any of its Subsidiaries is a party to any indenture, loan, or
      credit agreement or any lease or other agreement or instrument or subject to
      any
      charter or corporate restriction or provision of applicable law or governmental
      regulation that could reasonably be expected to cause a Material Adverse Change.
      Neither the Borrower nor any of its Subsidiaries is in default nor has any
      event
      or circumstance occurred which, but for the expiration of any grace period
      or
      the giving of notice, or both, would constitute a default under (i) the
      Subordinated Credit Agreement or (ii) any other material contract, agreement,
      lease, or other instrument to which such Credit Party is a party which default
      could reasonably be expected to cause a Material Adverse Change.




58





(b) No
      Default
      has occurred and is continuing.





Section
      4.13 Environmental
      Condition .  Other
      than exceptions to any of the following that would not reasonably be expected
      to
      cause a Material Adverse Change or materially adversely affect the value of
      the
      Collateral taken as a whole:





(a) Permits,
      Etc .  With
      respect to its Oil and Gas Properties for which such Credit Party is the
      operator and with respect to its Oil and Gas Properties that are operated by
      operators other than the Borrower or a Subsidiary, to the best of its knowledge,
      in all material respects, each of the Credit Parties (i) has obtained all
      Environmental Permits necessary for the ownership and operation of any and
      all
      of their respective Properties for which such Credit Party is the operator
      and
      the conduct of their respective businesses; (ii) have at all times been and
      are
      in compliance with all terms and conditions of such Permits and with all other
      requirements of applicable Environmental Laws and other Legal Requirements;
      (iii) have not received notice of any violation or alleged violation of any
      Environmental Law or any such Permit; and (iv) are not subject to any actual
      or
      contingent Environmental Claim with respect to such Properties.





(b) Certain
      Liabilities .  None
      of the present or, to the best knowledge of any Credit Party, previously owned
      or operated Property of any of the Credit Parties, wherever located, (i) has
      been placed on or proposed to be placed on the National Priorities List, the
      Comprehensive Environmental Response Compensation Liability Information System
      list, or their state or local analogs, or have been otherwise investigated,
      designated, listed, or identified as a potential site for removal, remediation,
      cleanup, closure, restoration, reclamation, or other response activity under
      any
      Environmental Laws; or (ii) is subject to a Lien other than a Permitted Lien,
      arising under or in connection with any Environmental Laws, that attaches to
      any
      revenues or to any Property owned or operated by the Borrower or any of its
      Subsidiaries, wherever located. To the best knowledge of any Credit Party,
      none
      of the present or previously owned Property of any of the Credit Parties,
      wherever located, has been the site of any Release of Hazardous Substances
      or
      Hazardous Wastes from present or past operations that has caused at the site
      or
      at any third-party site any condition that has resulted in or could reasonably
      be expected to result in the need for Response.





(c) Certain
      Actions .  Without
      limiting the foregoing, (i) neither Borrower nor any Subsidiary of Borrower
      has
      filed any notice under any Law indicating that any such Person is responsible
      for the improper Release in the Environment, or the improper storage or
      disposal, of any material amount of any Hazardous Wastes or that any Hazardous
      Wastes have been improperly released, or are improperly stored or disposed
      of,
      upon any Property of any such Person, and (ii) neither Borrower nor any of
      its
      Subsidiaries has any known contingent liability under any Environmental
      Laws.




59





Section
      4.14 Gas
      Contracts .  Except
      as set forth in the most recent Engineering Report or in Schedule
      4.14 ,
      on a
      net basis there are no material gas imbalances, material take-or-pay or other
      prepayments with respect to the Oil and Gas Properties of the Borrower and
      its
      Subsidiaries (or, in the case of Oil and Gas Properties operated by operators
      other than the Borrower or its Subsidiaries, to the Borrower’s knowledge after
      reasonable investigation) that would require the Borrower and its Subsidiaries
      to deliver 2.5% or more of the aggregate calendar quarter production from the
      Borrower’s and its Subsidiaries’ Hydrocarbons produced on a calendar quarter
      basis from their Hydrocarbon Interests at some future time without then or
      thereafter receiving full payment therefor.





Section
      4.15 Compliance
      with Laws .  Except
      for any failure to comply with any of the foregoing which would not reasonably
      be expected to cause a Material Adverse Change, each of the Credit Parties
      has
      (a) complied with all applicable Legal Requirements of any Governmental
      Authority having jurisdiction over the conduct of their respective businesses
      or
      the ownership of their respective Property and (b) obtained all Permits that
      are
      necessary for the ownership of any of its Properties or the conduct of their
      business. Other than exceptions to any of the following that would not
      reasonably be expected to cause a Material Adverse Change: (i) the prices being
      received by the Borrower and its Subsidiaries for the production of Hydrocarbons
      do not violate any material provision of any contract or agreement comprising
      the Oil and Gas Properties of the Borrower and its Subsidiaries or any Legal
      Requirement, (ii) where applicable, all of the wells located on the Borrower’s
      and its Subsidiaries’ Hydrocarbon Interests and production of Hydrocarbons
      therefrom have been properly classified under appropriate governmental
      regulations, (iii) all necessary regulatory filings have been properly made
      in
      connection with the drilling, completion and operation of the wells on or
      attributable to the Borrower’s and its Subsidiaries’ Hydrocarbon Interests and
      all other operations related thereto and (iv) all production and sales of the
      Borrower’s and its Subsidiaries’ Hydrocarbons produced or sold from the
      Borrower’s and its Subsidiaries’ Hydrocarbon Interests have been made in
      accordance with any applicable allowables (plus permitted tolerances) imposed
      by
      any Governmental Authorities.





Section
      4.16 Material
      Agreements . Schedule
      4.16 sets
      forth a complete and correct list of all material agreements, leases,
      indentures, purchase agreements, obligations in respect of letters of credit,
      guarantees, joint venture agreements, and other instruments in effect or to
      be
      in effect as of the Closing Date providing for, evidencing, securing or
      otherwise relating to any material Debt of the Borrower or any of its
      Subsidiaries, and all obligations of the Borrower or any of its Subsidiaries
      to
      issuers of surety or appeal bonds (other than operator’s bonds, plugging and
      abandonment bonds, and similar surety obligations obtained in the ordinary
      course of business) issued for the account of the Borrower or any of its
      Subsidiaries, and such list correctly sets forth the names of the debtor or
      lessee and creditor or lessor with respect to the Debt or lease obligations
      outstanding or to be outstanding and the Property subject to any Lien securing
      such Debt or lease obligation.





Section
      4.17 Organizational
      Documents .  The
      Partnership Agreement has not been terminated, is in full force and effect
      as of
      the Closing Date and no default has occurred and is continuing thereunder that
      could reasonably be expected to cause a Material Adverse Change.




60





Section
      4.18 Guarantors. All
      of the Borrower’s Subsidiaries are Guarantors under Article VIII.





Section
      4.19 Insurance .  Each
      of the Borrower and its Subsidiaries carry insurance required under Section
      5.02.





Section
      4.20 Use
      of
      Proceeds .  The
      proceeds of the Advances will be used by the Borrower for the purposes described
      in Section 5.10. The Borrower is not engaged in the business of extending credit
      for the purpose of purchasing or carrying margin stock (within the meaning
      of
      Regulation U). No proceeds of any Advance will be used to purchase or carry
      any
      margin stock in violation of Regulation T, U or X.





Section
      4.21 Investment
      Company Act .  Neither
      Brigham Exploration nor any of its Subsidiaries is an “investment company” or a
      company “controlled” by an “investment company” within the meaning of the
      Investment Company Act of 1940, as amended.





Section
      4.22 Public
      Utility Holding Company Act .  Neither
      Brigham Exploration nor any of its Subsidiaries is a “holding company,” or a
“subsidiary company” of a “holding company,” or an “affiliate” of a “holding
      company” or of a “subsidiary company” of a “holding company,” or a “public
      utility” within the meaning of the Public Utility Holding Company Act of 1935,
      as amended.





Section
      4.23 Transmitting
      Utility .  Neither
      Brigham Exploration nor any of its Subsidiaries is a "transmitting utility"
      or
      an "interstate gas pipeline company" or a "public service corporation" within
      the meaning of the laws currently in effect for the States of Texas and/or
      Oklahoma.





**ARTICLE
      V**





**AFFIRMATIVE
      COVENANTS**





So
      long
      as any Note or any amount under any Loan Document shall remain unpaid, any
      Letter of Credit shall remain outstanding, or any Lender shall have any
      Commitment hereunder, each of the Credit Parties agrees to comply with the
      following covenants.





Section
      5.01 Compliance
      with Laws, Etc .  The
      Borrower shall comply, and cause each of its Subsidiaries to comply, in all
      material respects with all Legal Requirements; provided ,
      however, that this Section 5.01 shall not prevent the Borrower or any of its
      Subsidiaries from, in good faith and with reasonable diligence, contesting
      the
      validity or application of any such laws or regulations by appropriate legal
      proceedings. Without limitation of the foregoing, the Borrower shall use
      commercially reasonable efforts to obtain, and shall cause each of its
      Subsidiaries to use commercially reasonable efforts to obtain, as soon as
      practicable, all consents or approvals required from any states of the United
      States (or other Governmental Authorities) necessary to grant the Administrative
      Agent an Acceptable Security Interest in the Borrower’s and its Subsidiaries’
Oil and Gas Properties.




61





Section
      5.02 Maintenance
      of Insurance .





(a) The
      Borrower
      shall, and shall cause each of its Subsidiaries to, maintain with financially
      sound and reputable insurance companies insurance of such types, in such amounts
      and against such risks as is customary to be maintained by companies engaged
      in
      the same or a similar business in the same general area; and furnish to the
      Administrative Agent, upon written request, full information as to the insurance
      carried. In addition, the Borrower shall, and shall cause each of its
      Subsidiaries to, comply with all requirements regarding insurance contained
      in
      the Security Instruments.





(b) All
      certified
      copies of policies or certificates thereof, and endorsements and renewals
      thereof shall be delivered to and retained by the Administrative Agent. All
      policies of insurance shall either have attached thereto a Lender’s loss payable
      endorsement for the benefit of the Administrative Agent, as loss payee in form
      reasonably satisfactory to the Administrative Agent or shall name the
      Administrative Agent as an additional insured, as applicable. All policies
      or
      certificates of insurance shall set forth the coverage, the limits of liability,
      the name of the carrier, the policy number, and the period of coverage. In
      addition, all policies of insurance required under the terms hereof shall
      contain an endorsement or agreement by the insurer that any loss shall be
      payable in accordance with the terms of such policy notwithstanding any act
      of
      negligence of the Borrower, or a Subsidiary or any party holding under the
      Borrower or a Subsidiary which might otherwise result in a forfeiture of the
      insurance and the further agreement of the insurer waiving all rights of setoff,
      counterclaim or deductions against the Borrower and its Subsidiaries. All such
      policies shall contain a provision that notwithstanding any contrary agreements
      between the Borrower, its Subsidiaries, and the applicable insurance company,
      such policies will not be canceled, allowed to lapse without renewal,
      surrendered or amended (which provision shall include any reduction in the
      scope
      or limits of coverage) without at least 10 days’ prior written notice to the
      Administrative Agent in the event of the Borrower’s failure to pay any premiums
      and in all other cases, 30 days’ prior written notice to the Administrative
      Agent. In the event that, notwithstanding the “lender’s loss payable
      endorsement” requirement of this Section 5.02, the proceeds of any insurance
      policy described above are paid to the Borrower or a Subsidiary of the Borrower,
      the Borrower shall deliver such proceeds to the Administrative Agent immediately
      upon receipt. So long as no Default or Event of Default shall have occurred
      that
      is continuing, Borrower shall be entitled to retain the proceeds of any
      insurance policy described above.





Section
      5.03 Preservation
      of Corporate Existence, Etc .  Each
      of the Credit Parties shall preserve and maintain its corporate, limited
      partnership or limited liability company, as applicable, existence, and all
      of
      its material rights, franchises, and privileges in the jurisdiction of its
      formation, and qualify and remain qualified as a foreign entity in each
      jurisdiction in which qualification is necessary or desirable in view of its
      business and operations or the ownership of its Properties to the extent the
      failure to qualify could reasonably be expected to cause a Material Adverse
      Change.





Section
      5.04 Payment
      of Taxes, Etc .  The
      Borrower shall, and shall cause each of its Subsidiaries to, pay and discharge,
      before the same shall become delinquent, (a) all taxes, assessments, and
      governmental charges or levies imposed upon it or upon its income or profits
      or
      Property prior to the date on which penalties attach thereto and (b) all lawful
      claims that are material in amount which, if unpaid, could by law become a
      Lien
      upon its Property; provided ,
      however, that neither the Borrower nor any such Subsidiary shall be required
      to
      pay or discharge any such tax, assessment, charge, levy, or claim which is
      being
      contested in good faith and by appropriate proceedings, and with respect to
      which reserves in conformity with GAAP have been provided.




62





Section
      5.05 Inspection;
      Books and Records .  Upon
      reasonable notice, each Credit Party shall permit the Administrative Agent
      or
      any of its agents or representatives thereof, during normal business hours,
      to
      (a) examine and make copies of and abstracts from the records and books of
      account of, and visit and inspect at their reasonable discretion the Properties
      of, such Credit Party, and (b) discuss the affairs, finances and accounts of
      such Credit Party with any of their respective officers or directors, all to
      the
      extent reasonably requested by the Administrative Agent. Each Credit Party
      shall
      keep proper books of records and account in which full, true and correct entries
      in conformity with GAAP and all Legal Requirements shall be made of all dealings
      and transactions in relation to its business and activities.





Section
      5.06 Reporting
      Requirements .  The
      Borrower shall furnish, or shall cause the applicable Credit Party to furnish,
      to the Administrative Agent and each Lender:





(a) Annual
      Financials of Brigham Exploration .  As
      soon as available, but in any event within 90 days after the end of each fiscal
      year of Brigham Exploration or sooner if required by the SEC, the audited
      consolidated statements of income, stockholders’ equity, changes in financial
      position and cash flow of Brigham Exploration and its consolidated Subsidiaries
      for such fiscal year, and the related consolidated and unaudited consolidating
      balance sheets of Brigham Exploration and its consolidated Subsidiaries as
      at
      the end of such fiscal year, and setting forth in each case in comparative
      form
      the corresponding figures for the preceding fiscal year, together with a
      certification by its Chief Executive Officer and its Chief Financial Officer
      in
      accordance with the Sarbanes-Oxley Act of 2002 and accompanied by the related
      opinion of independent public accountants of recognized national standing
      reasonably acceptable to the Administrative Agent which opinion shall state
      that
      such financial statements fairly present the consolidated financial position
      and
      results of operations of Brigham Exploration and its consolidated Subsidiaries
      as at the end of, and for, such fiscal year and that such financial statements
      have been prepared in accordance with GAAP except for such changes in such
      principles with which the independent public accountants shall have concurred
      and such opinion shall not contain a “going concern” or like qualification or
      exception;





(b) Quarterly
      Financials of Brigham Exploration .  As
      soon as available, but in any event not later than 45 days after the end of
      each
      of the first three quarterly fiscal periods of each fiscal year of Brigham
      Exploration and its consolidated Subsidiaries (or sooner if required by the
      SEC), consolidated statements of income, stockholders’ equity, changes in
      financial position and cash flow of Brigham Exploration and its consolidated
      Subsidiaries for such period and for the period from the beginning of the
      respective fiscal year to the end of such period, and the related consolidated
      and consolidating balance sheets of Brigham Exploration and its consolidated
      Subsidiaries as at the end of such period, and setting forth in each case in
      comparative form the corresponding figures for the corresponding period in
      the
      preceding fiscal year, together with a certification by its Chief Executive
      Officer and its Chief Financial Officer in accordance with the Sarbanes-Oxley
      Act of 2002 and accompanied by the certificate of a Responsible Officer of
      Brigham Exploration, which certificate shall state that such financial
      statements fairly present the consolidated financial position and results of
      operations of Brigham Exploration and its consolidated Subsidiaries in
      accordance with GAAP, as at the end of, and for such period (subject to normal
      year-end audit adjustments);




63





(c) Compliance
      Certificates .  Concurrently
      with the delivery of each of the financial statements referred to in subsections
      5.06(a) and (b), a Compliance Certificate executed by a Responsible Officer
      of
      Brigham Exploration;





(d) Insurance
      Certificates .  Concurrently
      with the annual renewal thereof, insurance certificates naming the
      Administrative Agent loss payee or additional insured, as applicable, and
      evidencing insurance which meets the requirements of this Agreement and the
      Security Instruments;





(e) Notice
      of Defaults .  As
      soon as possible after the occurrence of a Default known to any Responsible
      Officer of any Credit Party which is continuing on the date of such statement,
      a
      statement of a Responsible Officer setting forth the details of such Default
      and
      the actions which the Credit Parties have taken and propose to take with respect
      thereto;





(f) Material
      Changes .  Prompt
      written notice of any condition or event of which any Responsible Officer of
      any
      Credit Party has knowledge, which condition or event has resulted or could
      reasonably be expected to cause a Material Adverse Change;





(g) Annual
      Capital Expenditures Budget .  As
      soon as available and in any event prior to February 28, a one-year capital
      expenditure projection for Brigham Exploration and its Subsidiaries in form
      and
      substance acceptable to the Administrative Agent for the following fiscal
      year;





(h) Litigation .  Prompt
      written notice of (i) any claims, legal or arbitration proceedings, proceedings
      before any Governmental Authority, or disputes, or to the knowledge of the
      Borrower threatened, or affecting any Credit Party which, if adversely
      determined, could reasonably be expected to cause a Material Adverse Change,
      (ii) any material litigation or proceeding against the Borrower or any of its
      Subsidiaries in which the amount involved is not covered in full by insurance
      (subject to normal and customary deductibles), or in which injunctive or similar
      relief is sought or (iii) any claim, judgment, Lien or other encumbrance (other
      than a Permitted Lien) affecting any Property of the Borrower or any of its
      Subsidiaries if the value of such claim, judgment, Lien, or other encumbrance
      affecting such Property shall exceed $2,000,000 (excluding liabilities to the
      extent covered by insurance unless the insurer has disputed that such insurance
      covers such liabilities);





(i) Environmental .  Prompt
      written notice of any threatened action, investigation or inquiry by any
      Governmental Authority of which any Responsible Officer of any Credit Party
      has
      knowledge in connection with any Environmental Laws with respect to the Property
      of the Borrower or any of its Subsidiaries, excluding routine testing,
      compliance and corrective action;





(j) Other
      Accounting Reports .  Promptly
      upon receipt thereof, a copy of each other report or letter (excluding routine
      correspondence) submitted to any Credit Party by independent accountants in
      connection with any annual, interim or special audit made by them of the books
      of any Credit Party, and a copy of any response by any Credit Party to such
      letter or report;




64





(k) Securities
      Law Filings and other Public Information .  Promptly,
      upon its becoming available, each financial statement, notice, proxy material,
      reports and other information which any Credit Party sends to the holders of
      its
      respective public securities generally, files with the SEC (excluding routine
      correspondence and drafts of proposed filings, such as registration statements),
      or otherwise makes available to the public or the financial community
      generally;





(l) Notices
      Under Other Loan Agreements .  Promptly
      after the furnishing thereof, copies of any statement, report or notice
      furnished to any Person pursuant to the terms of any indenture, loan or credit
      or other similar agreement, other than this Agreement and not otherwise required
      to be furnished to the Lenders pursuant to any other provision of this Section
      5.06;





(m) ERISA
      Information and Compliance .  Promptly
      furnish, and will cause any ERISA Affiliate to promptly furnish, (i) if
      requested by the Administrative Agent promptly after the filing thereof with
      the
      United States Secretary of Labor, the Interest Revenue Service or the PBGC,
      copies of each annual and other report with respect to each Plan or any trust
      created thereunder, (ii) immediately upon becoming aware of the occurrence
      of
      any ERISA Event or of any “prohibited transaction,” as described in section 406
      of ERISA or in section 4975 of the Code, in connection with any Plan or any
      trust created thereunder, a written notice signed by a Responsible Officer
      of
      the General Partner or such ERISA Affiliate specifying the nature thereof,
      what
      action the borrower or the ERISA Affiliate is taking or proposes to take with
      respect thereto, and when known, any action taken or proposed by the Internal
      Revenue Service, the Department of Labor or the PBGC with respect thereto,
      and
      (iii) immediately upon receipt thereof, copies of any notice of the PBGC’s
      intention to terminate or to have a trustee appointed to administer any Plan;





(n) Acquisition
      Information .  Concurrently
      with the delivery of each of the financial statements referred to in subsections
      5.06(a) and (b), a list of any Properties consisting of Oil and Gas Properties
      purchased by the Borrower or any of its Subsidiaries during the previous fiscal
      quarter other than in the ordinary course of business for a price equal to
      or
      greater than $5,000,000 for any single transaction or group of related
      transactions or $10,000,000 in the aggregate during the previous twelve months
      (unless previously disclosed), together with such other information regarding
      such Oil and Gas Properties as Administrative Agent or any Lender may reasonably
      request; and





(o) Other
      Information .  Subject
      to any applicable restrictions on disclosure, such other information respecting
      the business or Properties, or the condition or operations, financial or
      otherwise, of the Credit Parties (including, without limitation, any Plan or
      Multiemployer Plan and any reports or other information required to be filed
      under ERISA), as the Administrative Agent may from time to time reasonably
      request. The Administrative Agent agrees to provide the Lenders with copies
      of
      any material notices and information delivered solely to the Administrative
      Agent pursuant to the terms of this Agreement.




65





Documents
      required to be delivered pursuant to Section 5.06(a), (b) or (k) (to the extent
      any such documents are included in materials otherwise filed with the SEC)
      may
      be delivered electronically and if so delivered, shall be deemed to have been
      delivered on the date (i) on which Brigham Exploration posts such documents,
      or
      provides a link thereto on Brigham Exploration's website on the Internet; or
      (ii) on which such documents are posted on Brigham Exploration's behalf on
      an
      Internet or intranet website (such as “Edgar”), if any, to which each Lender and
      the Administrative Agent have access (whether a commercial third-party website
      or whether sponsored by the Administrative Agent); provided that: (A) the
      Borrower shall deliver paper copies of such documents to the Administrative
      Agent or any Lender that requests the Borrower to deliver such paper copies
      until a written request to cease delivering paper copies is given by the
      Administrative Agent or such Lender and (B) the Borrower shall notify the
      Administrative Agent and each Lender (by telecopier or electronic mail) of
      the
      posting of any such documents and provide to the Administrative Agent by
      electronic mail electronic versions (i.e., soft copies) of such documents.
      Notwithstanding anything contained herein, in every instance the Borrower shall
      be required to provide paper copies of the Compliance Certificates required
      by
      Section 5.06(c) to the Administrative Agent. Except for such Compliance
      Certificates, the Administrative Agent shall have no obligation to request
      the
      delivery or to maintain copies of the documents referred to above, and in any
      event shall have no responsibility to monitor compliance by the Borrower with
      any such request for delivery, and each Lender shall be solely responsible
      for
      requesting delivery to it or maintaining its copies of such
      documents.





Section
      5.07 Maintenance
      of Property .  The
      Borrower shall, and shall cause each of its Subsidiaries to, (a) develop and
      operate its Oil and Gas Properties in a good and workmanlike manner as is
      customary in the oil and gas industry, and observe and comply in all material
      respects with all of the terms and provisions, express or implied, of all oil
      and gas leases relating to such Oil and Gas Properties so long as the oil and
      gas leases are capable of producing Hydrocarbons in quantities and at prices
      providing for continued efficient and profitable operation of business; (b)
      comply in all material respects with all contracts and agreements applicable
      to
      or relating to its Oil and Gas Properties or the production and sale of
      Hydrocarbons and accompanying elements therefrom; (c) maintain, preserve, and
      keep all operating equipment used with respect to its Oil and Gas Properties
      in
      proper repair, working order and condition (ordinary wear and tear excepted)
      in
      a good and workmanlike manner as is customary in the oil and gas industry,
      and
      (d) with respect to its Oil and Gas Properties that are operated by operators
      other than the Borrower or a Subsidiary, (i) seek to enforce the operators’
contractual obligations to maintain, develop, and operate such Properties
      subject to the applicable operating agreements and (ii) cause or make reasonable
      and customary efforts to cause such Oil and Gas Properties to be operated in
      a
      good and workmanlike manner as is customary in the oil and gas industry.





Section
      5.08 Environmental
      Laws .  To
      the extent that a reasonably prudent owner or operator would do so under the
      same or similar circumstances, the Borrower shall, and shall cause each of
      its
      Subsidiaries to establish and implement such procedures as may be reasonably
      necessary to periodically determine and assure that any failure of the following
      does not cause a Material Adverse Change: (i) all Property of the Borrower
      and
      its Subsidiaries and the operations conducted thereon and other activities
      of
      the Borrower and the Subsidiaries are in compliance with and do not violate
      the
      requirements of any Environmental Laws; (ii) no Hazardous Substances or
      Hazardous Wastes are disposed of or otherwise released on or to any Property
      owned by any such party except in compliance with Environmental Laws, (iii)
      no
      Hazardous Substance will be released on or to any such Property in a quantity
      equal to or exceeding that quantity that requires reporting under CERCLA, and
      (iv) no Hazardous Substances or Hazardous Wastes is released on or to any such
      Property so as to pose an imminent and substantial endangerment to public health
      or welfare or the environment. With respect to Oil and Gas Properties owned
      by
      the Borrower and/or any of its Subsidiaries, but with respect to which neither
      the Borrower nor a Subsidiary is the operator, the Borrower shall use
      commercially reasonable efforts to cause the operator of such Oil and Gas
      Properties to establish and implement procedures and take any other actions
      required of the Borrower under this Section 5.08.




66





Section
      5.09 Payment
      of Trade Payables .  Each
      of the Credit Parties shall pay, and shall cause each of its Subsidiaries to
      pay, all of their customary trade payables incurred in the ordinary course
      of
      business now or hereafter incurred within 90 days of the date the invoice is
      received by such Credit Party, unless subject to legal offset or unless being
      contested in good faith by appropriate proceedings and reserves adequate under
      GAAP shall have been established therefore.





Section
      5.10 Use
      of
      Proceeds .  The
      Borrower shall use the proceeds of the Advances and Letters of Credit (a) to
      refinance Debt under the Existing Senior Credit Agreement and (b) for other
      general partnership purposes.





Section
      5.11 Additional
      Collateral .  The
      Borrower will grant, and will cause each of its Subsidiaries to grant, to the
      Administrative Agent an Acceptable Security Interest in such Oil and Gas
      Properties of the Borrower and its Subsidiaries, constituting 80% of the
      discounted net present value of the Proven Reserves of the Borrower and its
      Subsidiaries as determined by the Administrative Agent.





Section
      5.12 New
      Subsidiaries .  Within
      10 days after (a) the date of the creation of any new Subsidiary of Brigham
      Exploration or the Borrower, or (b) the purchase by Brigham Exploration, the
      Borrower, or any of its other Subsidiaries of the Equity Interests of any
      Person, which purchase results in such Person becoming a Subsidiary of Brigham
      Exploration or of the Borrower permitted by this Agreement, Brigham Exploration
      or the Borrower, as applicable, shall, in each case, cause (i) such Person
      to
      execute and deliver to the Administrative Agent (with sufficient originals
      for
      each applicable Lender) a joinder agreement to this Agreement in form and
      substance acceptable to the Administrative Agent, a Pledge Agreement (if such
      new Subsidiary owns one or more Subsidiaries), one or more Mortgages (if such
      new Subsidiary owns Oil and Gas Properties and if such Mortgages are otherwise
      required under Section 5.11), and such other Security Instruments as the
      Administrative Agent or any Lender may reasonably request (to the extent that
      such other Security Interests are required to be delivered under the terms
      of
      this Agreement), in each case to secure the Obligations together with evidence
      of corporate authority to enter into and such legal opinions in relation to
      such
      joinder agreement, Pledge Agreement, Mortgages, and other Security Instruments
      as the Administrative Agent may reasonably request, and (ii) the stockholder
      of
      such new Subsidiary to execute a Pledge Agreement pledging its interests in
      the
      Equity Interests of such new Subsidiary to secure the Obligations and such
      evidence of corporate authority to enter into and such legal opinions in
      relation to such Pledge Agreement as the Administrative Agent may reasonably
      request, along with share certificates, if any, pledged thereby and
      appropriately executed stock powers in blank.




67





Section
      5.13 Title .  As
      of the Closing Date, the Administrative Agent shall have received title
      opinions, title reports or other title due diligence reflecting that the
      Borrower has title reasonably satisfactory to the Administrative Agent in such
      Oil and Gas Properties of the Borrower and its Subsidiaries constituting 80%
      of
      the Borrower’s and its Subsidiaries’ proved, developed, producing Hydrocarbon
      reserves and proved, developed, nonproducing Hydrocarbon reserves (each as
      determined in conformity with the guidelines in effect from time to time as
      promulgated by the Society of Petroleum Engineers or its successor association)
      as determined by the Administrative Agent. Thereafter, with respect to Oil
      and
      Gas Properties acquired after the Closing Date or not previously included in
      the
      Borrowing Base, and to the extent necessary to allow the Administrative Agent
      to
      achieve the percentage described in the preceding sentence, the Borrower shall
      from time to time upon the reasonable request of the Administrative Agent,
      take
      such actions and execute and deliver such documents and instruments as the
      Administrative Agent shall require to ensure that the Administrative Agent
      shall, at all times, have received satisfactory title opinions (including,
      if
      requested, supplemental or new title opinions addressed to it), title reports,
      or other title due diligence, which title diligence shall be in form and
      substance reasonably acceptable to the Administrative Agent and shall include
      information regarding the before payout and after payout ownership interests
      held by the Borrower and its Subsidiaries, for all wells located on the Oil
      and
      Gas Properties covered thereby as to the ownership of Oil and Gas Properties
      of
      the Borrower and its Subsidiaries.





Section
      5.14 Further
      Assurances .  The
      Borrower shall, and shall cause each of its Subsidiaries to, cure promptly
      any
      defects in the execution and delivery of the Loan Documents, including, without
      limitation, the Security Instruments and this Agreement. The Borrower hereby
      authorizes the Administrative Agent to file any financing statements without
      the
      signature of the Borrower to the extent permitted by applicable law in order
      to
      perfect or maintain the perfection of any security interest granted under any
      of
      the Loan Documents. The Borrower at
      its
      expense will, and will cause each of its Subsidiaries to, promptly execute
      and
      deliver to the Administrative Agent upon request all such other documents,
      agreements and instruments to comply with or accomplish the covenants and
      agreements of the Borrower or any Subsidiary of the Borrower, as the case may
      be, in the Security Instruments and this Agreement, or to further evidence
      and
      more fully describe the collateral intended as security for the Notes, or to
      correct any omissions in the Loan Documents, or to state more fully the security
      obligations set out herein or in any of the Loan Documents, or to perfect,
      protect or preserve any Liens created pursuant to any of the Loan Documents,
      or
      to make any recordings, to file any notices or obtain any consents, all as
      may
      be necessary or appropriate in connection therewith or to enable the
      Administrative Agent to exercise and enforce its rights and remedies with
      respect to any Collateral.





**ARTICLE
      VI**





**NEGATIVE
      COVENANTS**





So
      long
      as any Note or any amount under any Loan Document shall remain unpaid, any
      Letter of Credit shall remain outstanding, or any Lender shall have any
      Commitment, each of the Credit Parties agrees to comply with the following
      covenants.




68





Section
      6.01 Liens,
      Etc .  None
      of the Credit Parties shall create, assume, incur, or suffer to exist, or permit
      any of their Subsidiaries to create, assume, incur, or suffer to exist, any
      Lien
      on or in respect of any of its Property whether now owned or hereafter acquired,
      or assign any right to receive income, except that the Credit Parties may
      create, incur, assume, or suffer to exist the following (collectively, the
      “ Permitted
      Liens ”):





(a) Liens
      securing the Obligations;





(b) Liens
      securing the Subordinated Debt;





(c) Excepted
      Liens;





(d) Liens
      securing leases allowed under Section 6.02(f) but only on the Property under
      lease;





(e) Liens
      disclosed on Schedule
      6.01 ;
      and





(f) any
      encumbrances permitted under the terms of any Mortgage.





Section
      6.02  Debts,
      Guaranties, and Other Obligations .
      None of
      the Credit Parties shall, and none of the Credit Parties shall permit any of
      their Subsidiaries to, create, assume, suffer to exist, or in any manner become
      or be liable in respect of, any Debt except:





(a) Debt
      of the
      Borrower and its Subsidiaries under the Loan Documents;





(b) Debt
      of the
      Borrower and its Subsidiaries under the Subordinated Loan
      Documents;





(c) Debt
      existing
      on the Closing Date that is reflected in the Financial Statements or is
      disclosed on Schedule
      6.02 ,
      and any
      renewals or extensions (but not increases) thereof;





(d) Accounts
      payable for the deferred purchase price of Property or services (other than
      customary trade payables incurred in the ordinary course of business) from
      time
      to time incurred in the ordinary course of business which, if greater than
      90
      days past the date the invoice is received by such Credit Party, are being
      contested in good faith by appropriate proceedings and for which adequate
      reserves in accordance with GAAP have been established;





(e) Debt
      owing by
      a Credit Party to any other Credit Party which is subordinated to the
      Obligations pursuant to subordination provisions in form and substance
      acceptable to the Administrative Agent;





(f) Debt
      of the
      Borrower under Capital Leases not to exceed $5,000,000 in principal amount
      at
      any one time outstanding;




69





(g) Debt
      of the
      Borrower under Hydrocarbon Hedge Agreements or Interest Hedge Agreements that
      is
      made (i) with a Person that is, at the time such Hydrocarbon Hedge Agreement
      or
      Interest Hedge Agreement is made, either a Lender or an Affiliate of a Lender,
      or (ii) with another counterparty rated at least A- or better by S&P or A3
      or better by Moody’s, provided that the aggregate notional amounts under all
      such Hydrocarbon Hedge Agreements (other than Hydrocarbon Hedge Agreement that
      are floors) do not exceed 80% of the Borrower’s proved, developed, producing
      Hydrocarbon reserves (as determined in conformity with the guidelines in effect
      from time to time as promulgated by the Society of Petroleum Engineers or its
      successor association) to be produced during the term of such Hydrocarbon Hedge
      Agreements and that such Hydrocarbon Hedge Agreements are entered into as a
      part
      of its normal business operations as risk management strategy and/or hedge
      against changes resulting from market conditions related to the Borrower’s and
      its Subsidiaries’ operations;





(h) Debt
      of the
      Borrower and its Subsidiaries (i) associated with bonds or surety obligations
      required by Legal Requirements in connection with the operation of the Oil
      and
      Gas Properties and (ii) associated with the financing of insurance premiums;





(i) Debt
      of the
      Borrower described in Schedule
      6.02(i) and such
      other Debt of the Borrower related to the acquisition of software and licensing
      rights related thereto that does not exceed $500,000 in principal amount at
      any
      one time outstanding;





(j) Debt
      of the
      Borrower with respect to payments in kind of accrued dividends on Preferred
      Stock of the Borrower held by the Preferred Shareholders; and





(k) Debt
      that is
      not described in subsections (a) through (j) above and that together with all
      Debt of the Borrower allowed under subsection (i) above does not exceed
      $5,000,000 in principal amount at any one time outstanding.





Section
      6.03 Agreements
      Restricting Liens and Distributions .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, create, incur, assume or permit to exist any contract,
      agreement or understanding (other than the Loan Documents and the Subordinated
      Loan Documents) that in any way prohibits or restricts (a) the granting,
      conveying, creation or imposition of any Lien on any of its Property, whether
      now owned or hereafter acquired, to secure the Obligations, except for customary
      limitations and restrictions contained in, and limited to, specific leases,
      licenses, conveyances, partnership agreements and co-owners’ agreements, and
      similar conveyances and agreements or (b) any Subsidiary from paying dividends
      or making any other distribution to the Borrower, or otherwise transferring
      assets to the Borrower, or which requires the consent of or notice to other
      Persons in connection therewith.





Section
      6.04 Merger
      or Consolidation .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to (a) merge or consolidate with or into any other Person,
      or
      (b) sell, lease or otherwise dispose of (whether in one transaction or in a
      series of transactions) all or substantially all of its Property to any other
      Person, except that (i) if either Brigham Exploration or the Borrower is a
      party
      to such merger or consolidation, then Brigham Exploration or the Borrower,
      as
      the case may be, shall be the continuing Person, (ii) a Subsidiary of the
      Borrower may merge with or into the Borrower or a wholly owned Subsidiary of
      the
      Borrower (provided that if either of such Subsidiaries is a Guarantor, the
      surviving entity shall be a Guarantor), (iii) a Subsidiary of the Borrower
      may
      transfer all or substantially all of its assets (upon voluntary liquidation
      or
      otherwise) to the Borrower or to another wholly-owned Subsidiary of the Borrower
      (provided that if the transferor in such a transaction is a Guarantor, then
      the
      transferee must either be the Borrower or a Guarantor), and (iv) a Subsidiary
      of
      Brigham Exploration (other than the Borrower and its Subsidiaries) may merge
      with or into Brigham Exploration or a wholly owned Subsidiary of Brigham
      Exploration (provided that if either of such Subsidiaries is a Guarantor, the
      surviving entity shall be a Guarantor), provided in each case that (A) no Event
      of Default exists or no Default would be caused thereby, and (B) if any
      Collateral is transferred pursuant to this Section 6.04, the Borrower shall
      provide the Administrative Agent with ten Business Days’ written notice prior to
      such transfer, and the Borrower or such Guarantor, as the case may be, owning
      the Collateral after such transfer shall ratify and confirm the Lien on such
      Collateral and shall take all action reasonably requested by the Administrative
      Agent in respect of the continued priority and perfection of the Lien over
      such
      Collateral.




70





Section
      6.05 Sales
      of Assets .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      its Subsidiaries to, discount or sell (with or without recourse) any of their
      notes receivable or accounts receivable except in the ordinary course of
      business. The Borrower shall not, nor shall it permit any of its Subsidiaries
      to
      sell, assign, farm-out, convey or otherwise transfer (collectively, a
“ Disposition ”)
      any
      Hydrocarbon Interests except for (a) Dispositions of Hydrocarbons in the
      ordinary course of business, (b) Dispositions of equipment that is no longer
      necessary for the business of such Person or contemporaneously replaced by
      equipment of at least comparable value and use, (c) Dispositions permitted
      under
      Section 6.04, (d) Dispositions of Properties by a Credit Party to another Credit
      Party, (e) Dispositions of Oil and Gas Properties made in arm’s length
      transactions for fair market value, not exceeding $7,500,000 in any period
      of
      twelve consecutive calendar months in the aggregate or (f) Dispositions (other
      than farm-outs) of Non-Proven Reserves made in arm’s length transactions for
      fair market value, not exceeding $7,500,000 in any period of twelve consecutive
      calendar months in the aggregate, provided that with respect to subsections
      (c),
      (d), (e) and (f) of this Section 6.05, no Default or Event of Default has
      occurred and is continuing or would result from such sale.





Section
      6.06 Restricted
      Payments .  Neither
      Brigham Exploration nor the Borrower shall make any Restricted Payments except
      as permitted under Section 6.07(a)(iii).





Section
      6.07 Investments
      and Acquisitions .





(a) None
      of the
      Credit Parties shall, nor shall any of the Credit Parties permit any of their
      Subsidiaries to, make or permit to exist any Investment, except:





(i) Investments,
      loans or advances reflected in the Financial Statements or that are disclosed
      to
      the Lenders in Schedule
      6.07 ;





(ii) Investments
      in Cash Equivalents; and





(iii)Investments
      by any
      Credit Party in the Borrower or a Person that is or will become within 10
      Business Days after the making of such Investment a Guarantor in accordance
      with
      Section 5.12 or that will, within ten (10) Business Days after the making of
      any
      such Investment merge or consolidate into such Credit Party, provided, however,
      that the Borrower may only make Investments to Brigham Exploration or any
      Partner to pay federal or state taxes owing by any of them, payroll and payroll
      related taxes and other reasonable general and administrative expenses, or
      consisting of forgiveness of indebtedness;




71





(b) (i)
      None of
      the Credit Parties shall, nor shall any of the Credit Parties permit any of
      their Subsidiaries to, purchase any Oil and Gas Properties not evaluated in
      the
      most recently delivered Engineering Report in an aggregate amount in excess
      of
      $10,000,000 in any period of twelve consecutive calendar months. (ii) None
      of
      the Credit Parties shall, nor shall any of the Credit Parties permit any of
      their Subsidiaries to, purchase any Properties (other than Oil and Gas
      Properties) other than in the ordinary course of business in an aggregate amount
      in excess of $10,000,000 in any period of twelve consecutive calendar
      months.





Section
      6.08 Affiliate
      Transactions .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, directly or indirectly, enter into or permit to exist
      any
      transaction or series of transactions (including, but not limited to, the
      purchase, sale, lease or exchange of Property, the making of any investment,
      the
      giving of any guaranty, the assumption of any obligation or the rendering of
      any
      service) with any of their Affiliates (other than any transaction between the
      Borrower, any Credit Party, or any Subsidiary of the Borrower) unless such
      transaction or series of transactions is not in violation of this Agreement
      and
      upon fair and reasonable terms no less favorable to it than it would obtain
      in a
      comparable arm’s length transaction with a Person that is not such an
      Affiliate.





Section
      6.09 Compliance
      with ERISA .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, directly or indirectly, (a) engage in, or permit any
      ERISA Affiliate to engage in, any transaction in connection with which any
      Credit Party or any ERISA Affiliate could be subjected to either a civil penalty
      assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by
      Chapter 43 of Subtitle D of the Code in excess of $500,000; (b) terminate,
      or
      permit any ERISA Affiliate to terminate, any Plan in a manner, or take any
      other
      action with respect to any Plan, which could result reasonably be expected
      to
      result in any liability to any Credit Party or any ERISA Affiliate to the PBGC
      in excess of $500,000; (c) fail to make, or permit any ERISA Affiliate to fail
      to make, full payment when due of all amounts which, under the provisions of
      any
      Plan, agreement relating thereto or applicable law, any Credit Party or any
      ERISA Affiliate is required to pay as contributions thereto; (d) permit to
      exist, or allow any ERISA Affiliate to permit to exist, any accumulated funding
      deficiency in excess of $500,000 within the meaning of Section 302 of ERISA
      or
      section 412 of the Code, whether or not waived, with respect to any Plan; (e)
      permit, or allow any ERISA Affiliate to permit, the actuarial present value
      of
      the benefit liabilities (as “actuarial present value of the benefit liabilities”
shall have the meaning specified in section 4041 of ERISA) under any Plan
      maintained by any Credit Party or any ERISA Affiliate which is regulated under
      Title IV of ERISA to exceed the current value of the assets (computed on a
      plan
      termination basis in accordance with Title IV of ERISA) of such Plan allocable
      to such benefit liabilities by an amount in excess of $500,000; (f) contribute
      to or assume an obligation to contribute to, or permit any ERISA Affiliate
      to
      contribute to or assume an obligation to contribute to, any Multiemployer Plan;
      (g) acquire, or permit any ERISA Affiliate to acquire, an interest in any Person
      that causes such Person to become an ERISA Affiliate with respect to any Credit
      Party or any ERISA Affiliate if such Person sponsors, maintains or contributes
      to, or at any time in the six-year period preceding such acquisition has
      sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or (ii)
      any other Plan that is subject to Title IV of ERISA under which the actuarial
      present value of the benefit liabilities under such Plan exceeds the current
      value of the assets (computed on a plan termination basis in accordance with
      Title IV of ERISA) of such Plan allocable to such benefit liabilities; (h)
      incur, or permit any ERISA Affiliate to incur, a liability to or on account
      of a
      Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA which in the
      aggregate for all such liabilities exceeds $500,000; (i) contribute to or assume
      an obligation to contribute to, or permit any ERISA Affiliate to contribute
      to
      or assume an obligation to contribute to, any employee welfare benefit plan,
      as
      defined in section 3(1) of ERISA, including, without limitation, any such plan
      maintained to provide benefits to former employees of such entities, that may
      not be terminated by such entities in their sole discretion at any time without
      any material liability; or (j) amend or permit any ERISA Affiliate to amend,
      a
      Plan resulting in an increase in current liability such that any Credit Party
      or
      any ERISA Affiliate is required to provide security to such Plan under section
      401(a)(29) of the Code.




72





Section
      6.10 Sales
      and Leasebacks .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, enter into any arrangement, directly or indirectly,
      with
      any Person whereby such Credit Party shall sell or transfer any of its Property,
      whether now owned or hereafter acquired, and whereby such Credit Party shall
      then or thereafter rent or lease as lessee such Property or any part thereof
      or
      other Property which such Credit Party intends to use for substantially the
      same
      purpose or purposes as the Property sold or transferred, except for sales and
      leasebacks of compression, processing, gathering or other similar equipment
      in
      an aggregate amount not to exceed $2,000,000 in any period of twelve consecutive
      calendar months provided that no Default or Event of Default has occurred and
      is
      continuing or would result from such sale and leaseback.





Section
      6.11 Change
      of Business .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, allow any material change to be made in the character
      of
      its business as an independent oil and gas exploration and production company.





Section
      6.12 Use
      of
      Proceeds .  The
      Borrower will not permit the proceeds of any Advance or Letters of Credit to
      be
      used for any purpose other than those permitted by Section 5.10. Neither the
      Borrower nor any Person acting on behalf of the Borrower has taken or shall
      take, any action which might cause any of the Loan Documents to violate
      Regulation T, U or X or any other regulation of the Board of Governors of the
      Federal Reserve System or to violate Section 7 of the Securities Exchange Act
      of
      1934 or any rule or regulation thereunder, in each case as now in effect or
      as
      the same may hereinafter be in effect.





Section
      6.13 Gas
      Imbalances, Take-or-Pay or Other Prepayments .  Except
      as set forth in Schedule
      4.14 ,
      the
      Borrower shall not allow gas imbalances, take-or-pay or other prepayments with
      respect to the Oil and Gas Properties of the Borrower and its Subsidiaries
      that
      would require the Borrower and its Subsidiaries to deliver 2.5% or more of
      the
      aggregate calendar quarter production from the Borrower’s and its Subsidiaries’
Hydrocarbons produced on a calendar quarter basis from such Hydrocarbon
      Interests at some future time without then or thereafter receiving full payment
      therefor.





Section
      6.14 Additional
      Subsidiaries .  Except
      as otherwise permitted by Section 6.07, none of the Credit Parties shall, nor
      shall any of the Credit Parties permit any of their Subsidiaries to, create
      any
      additional Subsidiaries or make any additional Investment in a Subsidiary unless
      such Credit Party has complied with Section 5.12. Except as otherwise permitted
      by Section 6.07(a)(iii), no assets may be transferred to a Subsidiary that
      is
      not a Guarantor.




73





Section
      6.15 Limitation
      on Leases .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, create, incur, assume or suffer to exist any obligation
      for the payment of rent or hire of Property of any kind whatsoever (real or
      personal including Capital Leases but excluding leases of Hydrocarbon Interests
      and the equipment used thereon), under leases or lease agreements that would
      cause the aggregate amount of all payments made by the Credit Parties and their
      Subsidiaries pursuant to all such leases or lease agreements to exceed
      $5,000,000 in any period of twelve consecutive calendar months during the life
      of such leases.





Section
      6.16 Equity
      Interests of Partners .  Brigham
      Exploration will not permit any of Equity Interests of any of the Partners
      to be
      owned or controlled by any Person other than Brigham Exploration or another
      Partner, except pursuant to a transaction otherwise permitted under Section
      6.04.





Section
      6.17 Change
      of Name; Fiscal Year; Accounting Method .  None
      of the Credit Parties shall, nor shall any of the Credit Parties permit any
      of
      their Subsidiaries to, change its name, fiscal year or method of accounting
      except as required by GAAP; provided, however, any Credit Party may change
      its
      name if such Credit Party has given the Administrative Agent at least 30 days’
(unless otherwise consented to by the Administrative Agent) prior written notice
      of such name change and taken such action as the Administrative Agent deems
      reasonably necessary to continue the perfection of the Liens securing payment
      of
      the Obligations.





Section
      6.18 Current
      Ratio .  Brigham
      Exploration shall not permit the ratio of (a) its consolidated current assets
      of
      Brigham Exploration and its consolidated Subsidiaries to (b) their consolidated
      current liabilities to be less than 1.00 to 1.00 at any time. For purposes
      of
      this Agreement, "consolidated current assets" and "consolidated current
      liabilities" shall be determined in accordance with GAAP, except that (a)
      consolidated current assets and consolidated current liabilities will be
      calculated without including any amounts resulting from the application of
      FASB
      Statements 133 or 143, (b) the Unused Commitment Amount and the Unused
      Subordinated Commitment Amount shall be treated as a consolidated current asset,
      and (c) consolidated current liabilities will exclude current maturities of
      long-term debt.





Section
      6.19 Interest
      Coverage Ratio .  Brigham
      Exploration shall not permit the Interest Coverage Ratio as of the end of any
      fiscal quarter (calculated quarterly at the end of each fiscal quarter) to
      be
      less than 3.0 to 1.0 for each twelve month period ending at the end of each
      such
      fiscal quarter.





Section
      6.20 Restrictions
      on Limited Partners .  Brigham
      Exploration shall not permit either of the Limited Partners to hold any
      Properties other than the limited partner interests in the Borrower.




74





Section
      6.21 Subordinated
      Debt .  None
      of the Credit Parties may make any optional, mandatory or scheduled payments
      on
      account of principal (whether by redemption, purchase, retirement, defeasance,
      set-off or otherwise) in respect of the Subordinated Debt; provided that the
      Credit Parties may make any such payment (whether by redemption, purchase,
      retirement, defeasance, set-off or otherwise) so long as (a) no Default or
      an
      Event of Default would result or has occurred and is continuing, (b) such
      payment occurs on or before the first anniversary of the Closing Date and (c)
      immediately after giving effect to such payment, the aggregate Unused Commitment
      Amount is greater than or equal to 25% of the Borrowing Base then in effect
      and
      in any event, not less than $15,000,000. None of the Credit Parties may make
      any
      scheduled payments on account of interest on and fees in respect of the
      Subordinated Debt if a Default or an Event of Default would result or has
      occurred and is continuing. None of the Credit Parties may amend, supplement
      or
      otherwise modify the terms of the Subordinated Debt, (including, without
      limitation, the Subordinated Credit Agreement) without the express written
      consent of the Majority Lenders, which consent will not be unreasonably
      withheld, which has the effect of (a) increasing the outstanding principal
      amount of the Subordinated Debt above $40,000,000; provided that the foregoing
      shall not affect the Borrower’s right to make payment in kind of accrued
      interest or the ability of the lenders thereunder to accept payment in kind
      as
      provided in the Subordinated Credit Agreement, thereby increasing the principal
      amount of the Subordinated Debt or (b) increasing the rate of interest except
      with respect to imposing the default rate as provided for in the Subordinated
      Credit Agreement on the date hereof or any fees charged on the Subordinated
      Debt.





Section
      6.22 Advance
      Payment Contracts .  None
      of the Credit Parties will enter into or be a party to any Advance Payment
      Contract with respect to any Properties.




**ARTICLE
      VII**





**EVENTS
      OF DEFAULT; REMEDIES**




Section
      7.01 Events
      of Default .  The
      occurrence of any of the following events shall constitute an “Event of Default”
under any Loan Document:





(a) Payment .  The
      Borrower shall fail to (i) pay any principal of any Advance or reimburse any
      drawing under any Letter of Credit when the same becomes due and payable, or
      (ii) pay any interest on any Note, any fees, reimbursements, indemnifications,
      or other amounts payable in connection with the Obligations, this Agreement
      or
      any of the other Loan Documents within three Business Days after the same
      becomes due and payable;





(b) Representation
      and Warranties .  Any
      representation or warranty made or deemed to be made (i) by any Credit Party
      in
      this Agreement or in any other Loan Document, or (ii) by any Credit Party in
      connection with this Agreement or any other Loan Document, shall prove to have
      been incorrect in any material and adverse respect when made or deemed to be
      made;





(c) Covenant
      Breaches .  Any
      Credit Party shall fail to perform or observe (i) any covenant contained in
      Section 2.05(b), Section 5.02(a), Section 5.06(e), Section 5.12, or Article
      VI
      of this Agreement or (ii) any other term or covenant set forth in this Agreement
      or in any other Loan Document which is not covered by clause (i) above or any
      other provision of this Section 7.01 if such failure shall remain unremedied
      for
      30 days after notice of such breach or failure has been given to the Borrower
      by
      the Administrative Agent or any of the Lenders (through the Administrative
      Agent);




75





(d) Cross-Defaults .  (i)
      Any Credit Party shall fail to pay any principal of or premium or interest
      on
      its Debt which is outstanding in a principal amount of at least $5,000,000
      individually or when aggregated with all such Debt of the Credit Parties so
      in
      default (but excluding Debt evidenced by the Notes) when the same becomes due
      and payable (whether by scheduled maturity, required prepayment, acceleration,
      demand or otherwise), and such failure shall continue after the applicable
      grace
      period, if any, specified in the agreement or instrument relating to such Debt;
      (ii) any other event shall occur or condition shall exist under any agreement
      or
      instrument (including, without limitation, the Subordinated Credit Agreement)
      relating to Debt which is outstanding in a principal amount of at least
      $5,000,000 individually or when aggregated with all such Debt of the Credit
      Parties so in default, and shall continue after the applicable grace period,
      if
      any, specified in such agreement or instrument, if the effect of such event
      or
      condition is to accelerate, or to permit the acceleration of, the maturity
      of
      such Debt; or (iii) any such Debt shall be declared to be due and payable,
      or
      required to be prepaid (other than by a regularly scheduled required prepayment
      or optional prepayment), prior to the stated maturity thereof;





(e) Insolvency .  Any
      Credit Party shall generally not pay its debts as such debts become due, or
      shall admit in writing its inability to pay its debts generally, or shall make
      a
      general assignment for the benefit of creditors; or any proceeding shall be
      instituted by or against any Credit Party seeking to adjudicate it a bankrupt
      or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief, or composition of it or its debts under any
      law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or
      seeking the entry of an order for relief or the appointment of a receiver,
      trustee or other similar official for it or for any substantial part of its
      property and, in the case of any such proceeding instituted against any Credit
      Party either such proceeding shall remain undismissed for a period of 60 days
      or
      any of the actions sought in such proceeding shall occur; or any Credit Party
      shall take any corporate action to authorize any of the actions set forth above
      in this paragraph (e);





(f) Judgments .  Any
      judgment or order for the payment of money in excess of $5,000,000 (excluding
      liabilities to the extent covered by insurance unless the insurer has disputed
      that such insurance covers such liabilities) shall be rendered against any
      Credit Party and either (i) enforcement proceedings shall have been commenced
      by
      any creditor upon such judgment or order or (ii) there shall be any period
      of 30
      consecutive days during which a stay of enforcement of such judgment or order,
      by reason of a pending appeal or otherwise, shall not be in effect;





(g) Loan
      Documents .  Any
      provision of any Loan Document shall for any reason cease to be in full force
      and effect and valid, binding and enforceable in all material respects in
      accordance with their terms or cease in any material respect to create a valid
      and perfected Lien of the priority required thereby on any of the collateral
      purported to be covered thereby, except to the extent otherwise permitted by
      this Agreement, or any Credit Party shall so state in writing;





(h) Brigham
      Exploration .  Any
      Change of Control shall occur; or




76





(i) Operator .  The
      Borrower ceases to be the primary operating entity for Brigham Exploration
      and
      its Subsidiaries and the Borrower and its Subsidiaries cease to be the only
      Brigham Exploration entities owning Oil and Gas Properties.




Section
      7.02 Optional
      Acceleration of Maturity .  If
      any Event of Default (other than an Event of Default pursuant to paragraph
      (e)
      of Section 7.01) shall have occurred and be continuing, then, and in any such
      event,





(a) the
      Administrative Agent (i) shall at the request, or may with the consent, of
      the
      Majority Lenders, by notice to the Borrower, declare the Commitments and the
      obligation of each Lender and the Issuing Lender to make extensions of credit
      hereunder, including making Advances and issuing Letters of Credit, to be
      terminated, whereupon the same shall forthwith terminate, and (ii) shall at
      the
      request, or may with the consent, of the Majority Lenders, by notice to the
      Borrower, declare all principal, interest, fees, reimbursements,
      indemnifications, and all other amounts payable under this Agreement, the Notes,
      and the other Loan Documents to be forthwith due and payable, whereupon all
      such
      amounts shall become and be forthwith due and payable in full, without notice
      of
      intent to demand, demand, presentment for payment, notice of nonpayment,
      protest, notice of protest, grace, notice of dishonor, notice of intent to
      accelerate, notice of acceleration, and all other notices, all of which are
      hereby expressly waived by the Borrower;





(b) the
      Borrower
      shall, on demand of the Administrative Agent at the request or with the consent
      of the Majority Lenders, Cash Collateralize the Letter of Credit Exposure as
      security for the Obligations; and





(c) the
      Administrative Agent shall at the request of, or may with the consent of, the
      Majority Lenders proceed to enforce its rights and remedies under the Security
      Instruments, this Agreement, and any other Loan Document for the ratable benefit
      of the Lenders by appropriate proceedings.




Section
      7.03 Automatic
      Acceleration of Maturity .  If
      any Event of Default pursuant to paragraph (e) of Section 7.01 shall
      occur,





(a) (i)
      the
      Commitments and the obligation of each Lender and the Issuing Lender to make
      extensions of credit hereunder, including making Advances and issuing Letters
      of
      Credit, shall terminate, and (ii) all principal, interest, fees, reimbursements,
      indemnifications, and all other amounts payable under this Agreement, the Notes,
      and the other Loan Documents shall become and be forthwith due and payable
      in
      full, without notice of intent to demand, demand, presentment for payment,
      notice of nonpayment, protest, notice of protest, grace, notice of dishonor,
      notice of intent to accelerate, notice of acceleration, and all other notices,
      all of which are hereby expressly waived by the Borrower;





(b) the
      Borrower
      shall Cash Collateralize the outstanding Letter of Credit Exposure as security
      for the Obligations; and




77





(c) the
      Administrative Agent shall at the request of, or may with the consent of, the
      Majority Lenders proceed to enforce its rights and remedies under the Security
      Instruments, this Agreement, and any other Loan Document for the ratable benefit
      of the Lenders by appropriate proceedings.




Section
      7.04 Right
      of Set-off .  Upon
      the occurrence and during the continuance of any Event of Default, the
      Administrative Agent, the Issuing Lender and each Lender is hereby authorized
      at
      any time and from time to time, to the fullest extent permitted by law, to
      set
      off and apply any and all deposits (general or special, time or demand,
      provisional or final) at any time held and other indebtedness at any time owing
      by the Administrative Agent, the Issuing Lender or such Lender to or for the
      credit or the account of the Borrower against any and all of the obligations
      of
      the Borrower now or hereafter existing under this Agreement, the Notes held
      by
      the Administrative Agent, the Issuing Lender or such Lender, and the other
      Loan
      Documents, irrespective of whether or not the Administrative Agent, the Issuing
      Lender or such Lender shall have made any demand under this Agreement, such
      Notes, or such other Loan Documents, and although such obligations may be
      unmatured. The Administrative Agent, the Issuing Lender and each Lender agrees
      to promptly notify the Borrower after any such set-off and application made
      by
      the Administrative Agent, the Issuing Lender or such Lender, provided that
      the
      failure to give such notice shall not affect the validity of such set-off and
      application. The rights of the Administrative Agent, the Issuing Lender and
      each
      Lender under this Section 7.04 are in addition to any other rights and remedies
      (including, without limitation, other rights of set-off) that the Administrative
      Agent, the Issuing Lender or such Lender may have.




Section
      7.05 Non-exclusivity
      of Remedies .  No
      remedy conferred upon the Administrative Agent, the Issuing Lender and the
      Lenders is intended to be exclusive of any other remedy, and each remedy shall
      be cumulative of all other remedies existing by contract, at law, in equity,
      by
      statute or otherwise.




Section
      7.06 Application
      of Proceeds .  From
      and during the continuance of any Event of Default, any monies or property
      actually received by the Administrative Agent pursuant to this Agreement or
      any
      other Loan Document, the exercise of any rights or remedies under any Security
      Instrument or any other agreement with the Borrower, any Guarantor or any of
      the
      Borrower’s Subsidiaries which secures any of the Obligations, shall be applied
      in the following order:





(a) First,
      to the
      payment of all amounts, including without limitation costs and expenses incurred
      in connection with the collection of such proceeds and the payment of any part
      of the Obligations, due to the Administrative Agent under any of the expense
      reimbursement or cost and expense indemnity provisions of this Agreement or
      any
      other Loan Document, any Security Instrument or other collateral documents,
      and
      any applicable law;





(b) Second,
      to
      the ratable payment of accrued but unpaid annual administrative fees of the
      Administrative Agent, commitment fees, letter of credit fees, and fronting
      fees
      owing to the Administrative Agent, the Issuing Lender, and the Lenders in
      respect of the Advances and Letters of Credit under this Agreement and the
      Notes;





(c) Third,
      to the
      ratable payment of accrued but unpaid interest on the Advances owing under
      this
      Agreement and the Notes;




78





(d) Fourth,
      ratably, according to the then unpaid amounts thereof, without preference or
      priority of any kind among them, to the ratable payment of all other Obligations
      then due and payable which relate to Advances and Letters of Credit and which
      are owing to the Administrative Agent and the Lenders and to the payment of
      all
      obligations of the Borrower or its Subsidiaries owing to any Swap Counterparty
      under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, if any,
      then
      due and payable; and





(e) Fifth,
      the
      remainder, if any, to the Borrower or its Subsidiaries, or its respective
      successors or assigns, or such other Person as may be lawfully entitled to
      receive the same or as a court of competent jurisdiction may
      direct.




**ARTICLE
      VIII**





**THE
      GUARANTY**




Section
      8.01 Liabilities
      Guaranteed .
      Each
      Guarantor hereby, joint and severally, irrevocably and unconditionally
      guarantees the prompt payment at maturity of the Obligations.




Section
      8.02 Nature
      of Guaranty .
      This
      guaranty is an absolute, irrevocable, completed and continuing guaranty of
      payment and not a guaranty of collection, and no notice of the Obligations
      or
      any extension of credit already or hereafter contracted by or extended to the
      Borrower need be given to any Guarantor. This guaranty may not be revoked by
      any
      Guarantor and shall continue to be effective with respect to the Obligations
      arising or created after any attempted revocation by such Guarantor and shall
      remain in full force and effect until the Obligations are paid in full and
      the
      Commitments are terminated, notwithstanding that from time to time prior thereto
      no Obligations may be outstanding. The Borrower and the Lenders may modify,
      alter, rearrange, extend for any period and/or renew from time to time, the
      Obligations, and the Lenders may waive any Default or Events of Default without
      notice to any Guarantor and in such event each Guarantor will remain fully
      bound
      hereunder on the Obligations. This guaranty shall continue to be effective
      or be
      reinstated, as the case may be, if at any time any payment of the Obligations
      is
      rescinded or must otherwise be returned by any of the Lenders upon the
      insolvency, bankruptcy or reorganization of the Borrower or otherwise, all
      as
      though such payment had not been made. This guaranty may be enforced by the
      Administrative Agent and any subsequent holder of any of the Obligations and
      shall not be discharged by the assignment or negotiation of all or part of
      the
      Obligations. Each Guarantor hereby expressly waives presentment, demand, notice
      of non-payment, protest and notice of protest and dishonor, notice of Default
      or
      Event of Default, and also notice of acceptance of this guaranty, acceptance
      on
      the part of the Lenders being conclusively presumed by the Lenders’ request for
      this guaranty and the Guarantors’ being party to this Agreement.




Section
      8.03 Agent’s
      Rights .
      Each
      Guarantor authorizes the Administrative Agent, without notice or demand and
      without affecting any Guarantor’s liability hereunder, to take and hold security
      for the payment of its obligations under this Article VIII and/or the
      Obligations, and exchange, enforce, waive and release any such security; and
      to
      apply such security and direct the order or manner of sale thereof as the
      Administrative Agent in its discretion may determine, and to obtain a guaranty
      of the Obligations from any one or more Persons and at any time or times to
      enforce, waive, rearrange, modify, limit or release any of such other Persons
      from their obligations under such guaranties.




79




Section
        8.04 Guarantor’s
        Waivers .


(a) General .
      Each
      Guarantor waives any right to require any of the Lenders to (i) proceed against
      the Borrower or any other person liable on the Obligations, (ii) enforce any
      of
      their rights against any other guarantor of the Obligations, (iii) proceed
      or
      enforce any of their rights against or exhaust any security given to secure
      the
      Obligations, (iv) have the Borrower joined with any Guarantor in any suit
      arising out of this Article VIII and/or the Obligations, or (v) pursue any
      other
      remedy in the Lenders’ powers whatsoever. The Lenders shall not be required to
      mitigate damages or take any action to reduce, collect or enforce the
      Obligations. Guarantor waives any defense arising by reason of any disability,
      lack of corporate authority or power, or other defense of the Borrower or any
      other guarantor of the Obligations, and shall remain liable hereon regardless
      of
      whether the Borrower or any other guarantor be found not liable thereon for
      any
      reason. Whether and when to exercise any of the remedies of the Lenders under
      any of the Loan Documents shall be in the sole and absolute discretion of the
      Administrative Agent, and no delay by the Administrative Agent in enforcing
      any
      remedy, including delay in conducting a foreclosure sale, shall be a defense
      to
      any Guarantor’s liability under this Article VIII.





(b) Subrogation .
      Until
      the Obligations have been paid in full, each Guarantor waives all rights of
      subrogation or reimbursement against the Borrower, whether arising by contract
      or operation of law (including, without limitation, any such right arising
      under
      any federal or state bankruptcy or insolvency laws) and waives any right to
      enforce any remedy which the Lenders now have or may hereafter have against
      the
      Borrower, and waives any benefit or any right to participate in any security
      now
      or hereafter held by the Administrative Agent or any Lender.




Section
      8.05 Maturity
      of Obligations, Payment .
      Each
      Guarantor agrees that if the maturity of any of the Obligations is accelerated
      by bankruptcy or otherwise, such maturity shall also be deemed accelerated
      for
      the purpose of this Article VIII without demand or notice to any Guarantor.
      Each
      Guarantor will, forthwith upon notice from the Administrative Agent, jointly
      and
      severally pay to the Administrative Agent the amount due and unpaid by the
      Borrower and guaranteed hereby. The failure of the Administrative Agent to
      give
      this notice shall not in any way release any Guarantor hereunder.




Section
      8.06 Agent’s
      Expenses .
      If any
      Guarantor fails to pay the Obligations after notice from the Administrative
      Agent of the Borrower’s failure to pay any Obligations at maturity, and if the
      Administrative Agent obtains the services of an attorney for collection of
      amounts owing by any Guarantor hereunder, or obtaining advice of counsel in
      respect of any of their rights under this Article VIII, or if suit is filed
      to
      enforce this Article VIII, or if proceedings are had in any bankruptcy, probate,
      receivership or other judicial proceedings for the establishment or collection
      of any amount owing by any Guarantor hereunder, or if any amount owing by any
      Guarantor hereunder is collected through such proceedings, each Guarantor
      jointly and severally agrees to pay to the Administrative Agent the
      Administrative Agent’s reasonable attorneys’ fees.




80


Section
        8.07 Liability .
        It is
        expressly agreed that the liability of each Guarantor for the payment of
        the
        Obligations guaranteed hereby shall be primary and not
        secondary.


Section
      8.08 Events
      and Circumstances Not Reducing or Discharging any Guarantor’s
      Obligations .
      Each
      Guarantor hereby consents and agrees to each of the following to the fullest
      extent permitted by law, and agrees that each Guarantor’s obligations under this
      Article VIII shall not be released, diminished, impaired, reduced or adversely
      affected by any of the following, and waives any rights (including without
      limitation rights to notice) which each Guarantor might otherwise have as a
      result of or in connection with any of the following:





(a) Modifications,
      etc .
      Any
      renewal, extension, modification, increase, decrease, alteration or
      rearrangement of all or any part of the Obligations, or of the Notes, or this
      Agreement or any instrument executed in connection therewith, or any contract
      or
      understanding between the Borrower and any of the Lenders, or any other Person,
      pertaining to the Obligations;





(b) Adjustment,
      etc .
      Any
      adjustment, indulgence, forbearance or compromise that might be granted or
      given
      by any of the Lenders to the Borrower or any Guarantor or any Person liable
      on
      the Obligations;





(c) Condition
      of the Borrower or any Guarantor .
      The
      insolvency, bankruptcy arrangement, adjustment, composition, liquidation,
      disability, dissolution, death or lack of power of the Borrower or any Guarantor
      or any other Person at any time liable for the payment of all or part of the
      Obligations; or any dissolution of the Borrower or any Guarantor, or any sale,
      lease or transfer of any or all of the assets of the Borrower or any Guarantor,
      or any changes in the shareholders, partners, or members of the Borrower or
      any
      Guarantor; or any reorganization of the Borrower or any Guarantor;





(d) Invalidity
      of Obligations .
      The
      invalidity, illegality or unenforceability of all or any part of the
      Obligations, or any document or agreement executed in connection with the
      Obligations, for any reason whatsoever, including without limitation the fact
      that the Obligations, or any part thereof, exceed the amount permitted by law,
      the act of creating the Obligations or any part thereof is ultra vires, the
      officers or representatives executing the documents or otherwise creating the
      Obligations acted in excess of their authority, the Obligations violate
      applicable usury laws, the Borrower has valid defenses, claims or offsets
      (whether at law, in equity or by agreement) which render the Obligations wholly
      or partially uncollectible from the Borrower, the creation, performance or
      repayment of the Obligations (or the execution, delivery and performance of
      any
      document or instrument representing part of the Obligations or executed in
      connection with the Obligations, or given to secure the repayment of the
      Obligations) is illegal, uncollectible, legally impossible or unenforceable,
      or
      this Agreement or other documents or instruments pertaining to the Obligations
      have been forged or otherwise are irregular or not genuine or
      authentic;





(e) Release
      of Obligors .
      Any
      full or partial release of the liability of the Borrower on the Obligations
      or
      any part thereof, of any co-guarantors, or any other Person now or hereafter
      liable, whether directly or indirectly, jointly, severally, or jointly and
      severally, to pay, perform, guarantee or assure the payment of the Obligations
      or any part thereof, it being recognized, acknowledged and agreed by any
      Guarantor that such Guarantor may be required to pay the Obligations in full
      without assistance or support of any other Person, and no Guarantor has been
      induced to enter into this Article VIII on the basis of a contemplation, belief,
      understanding or agreement that other parties other than the Borrower will
      be
      liable to perform the Obligations, or the Lenders will look to other parties
      to
      perform the Obligations.




81





(f) Other
      Security .
      The
      taking or accepting of any other security, collateral or guaranty, or other
      assurance of payment, for all or any part of the Obligations;





(g) Release
      of Collateral etc. Any
      release, surrender, exchange, subordination, deterioration, waste, loss or
      impairment (including without limitation negligent, willful, unreasonable or
      unjustifiable impairment) of any collateral, property or security, at any time
      existing in connection with, or assuring or securing payment of, all or any
      part
      of the Obligations;





(h) Care
      and Diligence .
      The
      failure of the Lenders or any other Person to exercise diligence or reasonable
      care in the preservation, protection, enforcement, sale or other handling or
      treatment of all or any part of such collateral, property or
      security;





(i) Status
      of Liens .
      The
      fact that any collateral, security, security interest or lien contemplated
      or
      intended to be given, created or granted as security for the repayment of the
      Obligations shall not be properly perfected or created, or shall prove to be
      unenforceable or subordinate to any other security interest or lien, it being
      recognized and agreed by each Guarantor that no Guarantor is entering into
      this
      Article VIII in reliance on, or in contemplation of the benefits of, the
      validity, enforceability, collectibility or value of any of the collateral
      for
      the Obligations;





(j) Payments
      Rescinded .
      Any
      payment by the Borrower to the Lenders is held to constitute a preference under
      the bankruptcy laws, or for any reason the Lenders are required to refund such
      payment or pay such amount to the Borrower or someone else; or





(k) Other
      Actions Taken or Omitted .
      Any
      other action taken or omitted to be taken with respect to this Agreement, the
      Obligations, or the security and collateral therefor, whether or not such action
      or omission prejudices any Guarantor or increases the likelihood that any
      Guarantor will be required to pay the Obligations pursuant to the terms hereof,
      it being the unambiguous and unequivocal intention of each Guarantor that each
      Guarantor shall be obligated to joint and severally pay the Obligations when
      due, notwithstanding any occurrence, circumstance, event, action, or omission
      whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
      or particularly described herein, except for the full and final payment and
      satisfaction of the Obligations.




Section
      8.09 Subordination
      of All Guarantor Claims .
      As used
      herein, the term “Guarantor Claims” shall mean all debts and liabilities of the
      Borrower or any Subsidiary of the Borrower to any Guarantor, whether such debts
      and liabilities now exist or are hereafter incurred or arise, or whether the
      obligation of the Borrower or such Subsidiary thereon be direct, contingent,
      primary, secondary, several, joint and several, or otherwise, and irrespective
      of whether such debts or liabilities be evidenced by note, contract, open
      account, or otherwise, and irrespective of the person or persons in whose favor
      such debts or liabilities may, at their inception, have been, or may hereafter
      be created, or the manner in which they have been or may hereafter be acquired
      by any Guarantor. The Guarantor Claims shall include without limitation all
      rights and claims of any Guarantor against the Borrower or any Subsidiary of
      the
      Borrower arising as a result of subrogation or otherwise as a result of such
      Guarantor’s payment of all or a portion of the Obligations. Until the
      Obligations shall be paid and satisfied in full and each Guarantor shall have
      performed all of its obligations hereunder, no Guarantor shall receive or
      collect, directly or indirectly, from the Borrower or any Subsidiary of the
      Borrower or any other party any amount upon the Guarantor Claims during the
      occurrence and continuance of an Event of Default.




82




Section
      8.10   Claims
      in Bankruptcy.
      In the
      event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief,
      or other insolvency proceedings involving the Borrower or any Subsidiary of
      the
      Borrower, as debtor, the Lenders shall have the right to prove their claim
      in
      any proceeding, so as to establish their rights hereunder and receive directly
      from the receiver, trustee or other court custodian, dividends and payments
      which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby
      assigns such dividends and payments to the Lenders. Should the Administrative
      Agent or any Lender receive, for application upon the Obligations, any such
      dividend or payment which is otherwise payable to any Guarantor, and which,
      as
      between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall
      constitute a credit upon the Guarantor Claims, then upon payment in full of
      the
      Obligations, such Guarantor shall become subrogated to the rights of the Lenders
      to the extent that such payments to the Lenders on the Guarantor Claims have
      contributed toward the liquidation of the Obligations, and such subrogation
      shall be with respect to that proportion of the Obligations which would have
      been unpaid if the Administrative Agent or a Lender had not received dividends
      or payments upon the Guarantor Claims.


Section
      8.11 Payments
      Held in Trust .
      In the
      event that notwithstanding Sections 8.09 and 8.10 above, any Guarantor should
      receive any funds, payments, claims or distributions which is prohibited by
      such
      Sections, such Guarantor agrees to hold in trust for the Lenders an amount
      equal
      to the amount of all funds, payments, claims or distributions so received,
      and
      agrees that it shall have absolutely no dominion over the amount of such funds,
      payments, claims or distributions except to pay them promptly to the
      Administrative Agent, and each Guarantor covenants promptly to pay the same
      to
      the Administrative Agent.




Section
      8.12 Liens
      Subordinate .
      Each
      Guarantor agrees that any liens, security interests, judgment liens, charges
      or
      other encumbrances upon the Borrower’s or any Subsidiary of the Borrower’s
      assets securing payment of the Guarantor Claims shall be and remain inferior
      and
      subordinate to any liens, security interests, judgment liens, charges or other
      encumbrances upon the Borrower’s or any Subsidiary of the Borrower’s assets
      securing payment of the Obligations, regardless of whether such encumbrances
      in
      favor of any Guarantor, the Administrative Agent or the Lenders presently exist
      or are hereafter created or attach.




Section
      8.13 Guarantor’s
      Enforcement Rights .
      Without
      the prior written consent of the Lenders, no Guarantor shall (a) exercise or
      enforce any creditor’s right it may have against the Borrower or any Subsidiary
      of the Borrower, or (b) foreclose, repossess, sequester or otherwise take steps
      or institute any action or proceeding (judicial or otherwise, including without
      limitation the commencement of or joinder in any liquidation, bankruptcy,
      rearrangement, debtor’s relief or insolvency proceeding) to enforce any lien,
      mortgages, deeds of trust, security interest, collateral rights, judgments
      or
      other encumbrances on assets of the Borrower or any Subsidiary of the Borrower
      held by Guarantor.




83




**ARTICLE
      IX**




**THE
      ADMINISTRATIVE AGENT**




Section
      9.01 Appointment
      and Authority .  Each
      of the Lenders and the Issuing Lender hereby irrevocably appoints Bank of
      America to act on its behalf as the Administrative Agent hereunder and under
      the
      other Loan Documents and authorizes the Administrative Agent to take such
      actions on its behalf and to exercise such powers as are delegated to the
      Administrative Agent by the terms hereof or thereof, together with such actions
      and powers as are reasonably incidental thereto. The provisions of this Article
      (other than Section 9.10) are solely for the benefit of the Administrative
      Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any
      other Credit Party shall have rights as a third party beneficiary of any of
      such
      provisions.




Section
      9.02 Rights
      as a Lender .  The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
      otherwise requires, include the Person serving as the Administrative Agent
      hereunder in its individual capacity. Such Person and its Affiliates may accept
      deposits from, lend money to, act as the financial advisor or in any other
      advisory capacity for and generally engage in any kind of business with the
      Borrower or any Subsidiary or other Affiliate thereof as if such Person were
      not
      the Administrative Agent hereunder and without any duty to account therefor
      to
      the Lenders.




Section
      9.03 Exculpatory
      Provisions .  The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth herein and in the other Loan Documents. Without limiting
      the
      generality of the foregoing, the Administrative Agent:





(a) shall
      not be
      subject to any fiduciary or other implied duties, regardless of whether a
      Default has occurred and is continuing;





(b) shall
      not
      have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that the Administrative Agent is required to
      exercise as directed in writing by the Majority Lenders (or such other number
      or
      percentage of the Lenders as shall be expressly provided for herein or in the
      other Loan Documents), provided that the Administrative Agent shall not be
      required to take any action that, in its opinion or the opinion of its counsel,
      may expose the Administrative Agent to liability or that is contrary to any
      Loan
      Document or applicable law; and





(c) shall
      not,
      except as expressly set forth herein and in the other Loan Documents, have
      any
      duty to disclose, and shall not be liable for the failure to disclose, any
      information relating to the Borrower or any of its Affiliates that is
      communicated to or obtained by the Person serving as the Administrative Agent
      or
      any of its Affiliates in any capacity.




84





The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Majority Lenders (or such other
      number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in Sections 10.01, 7.02 and 7.03) or (ii) in the
      absence of its own gross negligence or willful misconduct. The Administrative
      Agent shall be deemed not to have knowledge of any Default unless and until
      notice describing such Default is given to the Administrative Agent by the
      Borrower, a Lender or the Issuing Lender.





The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the contents
      of
      any certificate, report or other document delivered hereunder or thereunder
      or
      in connection herewith or therewith, (iii) the performance or observance of
      any
      of the covenants, agreements or other terms or conditions set forth herein
      or
      therein or the occurrence of any Default, (iv) the validity, enforceability,
      effectiveness or genuineness of this Agreement, any other Loan Document or
      any
      other agreement, instrument or document or (v) the satisfaction of any condition
      set forth in Article III or elsewhere herein, other than to confirm receipt
      of
      items expressly required to be delivered to the Administrative
      Agent.




Section
      9.04 Reliance
      by Administrative Agent .  The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person. The Administrative Agent also may rely upon any statement made
      to
      it orally or by telephone and believed by it to have been made by the proper
      Person, and shall not incur any liability for relying thereon. In determining
      compliance with any condition hereunder to the making of a Loan, or the issuance
      of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
      of a Lender or the Issuing Lender, the Administrative Agent may presume that
      such condition is satisfactory to such Lender or the Issuing Lender unless
      the
      Administrative Agent shall have received notice to the contrary from such Lender
      or the Issuing Lender prior to the making of such Loan or the issuance of such
      Letter of Credit. The Administrative Agent may consult with legal counsel (who
      may be counsel for the Borrower), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.




Section
      9.05 Delegation
      of Duties .  The
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers hereunder or under any other Loan Document by or through
      any
      one or more sub agents appointed by the Administrative Agent. The Administrative
      Agent and any such sub agent may perform any and all of its duties and exercise
      its rights and powers by or through their respective Related Parties. The
      exculpatory provisions of this Article shall apply to any such sub agent and
      to
      the Related Parties of the Administrative Agent and any such sub agent, and
      shall apply to their respective activities in connection with the syndication
      of
      the credit facilities provided for herein as well as activities as
      Administrative Agent.




85




Section
      9.06 Resignation
      of Administrative Agent .  The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice
      of
      resignation, the Majority Lenders shall have the right, in consultation with
      the
      Borrower, to appoint a successor, which shall be a bank with an office in the
      United States, or an Affiliate of any such bank with an office in the United
      States. If no such successor shall have been so appointed by the Majority
      Lenders and shall have accepted such appointment within 30 days after the
      retiring Administrative Agent gives notice of its resignation, then the retiring
      Administrative Agent may on behalf of the Lenders and the Issuing Lender,
      appoint a successor Administrative Agent meeting the qualifications set forth
      above; provided that if the Administrative Agent shall notify the Borrower
      and
      the Lenders that no qualifying Person has accepted such appointment, then such
      resignation shall nonetheless become effective in accordance with such notice
      and (1) the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder and under the other Loan Documents (except that in
      the
      case of any collateral security held by the Administrative Agent on behalf
      of
      the Lenders or the Issuing Lender under any of the Loan Documents, the retiring
      Administrative Agent shall continue to hold such collateral security until
      such
      time as a successor Administrative Agent is appointed) and (2) all payments,
      communications and determinations provided to be made by, to or through the
      Administrative Agent shall instead be made by or to each Lender and the Issuing
      Lender directly, until such time as the Majority Lenders appoint a successor
      Administrative Agent as provided for above in this Section. Upon the acceptance
      of a successor’s appointment as Administrative Agent hereunder, such successor
      shall succeed to and become vested with all of the rights, powers, privileges
      and duties of the retiring (or retired) Administrative Agent, and the retiring
      Administrative Agent shall be discharged from all of its duties and obligations
      hereunder or under the other Loan Documents (if not already discharged therefrom
      as provided above in this Section). The fees payable by the Borrower to a
      successor Administrative Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between the Borrower and such successor.
      After the retiring Administrative Agent’s resignation hereunder and under the
      other Loan Documents, the provisions of this Article and Section 10.04 shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      sub agents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while the retiring Administrative Agent
      was acting as Administrative Agent.




Any
      resignation by Bank of America as Administrative Agent pursuant to this Section
      shall also constitute its resignation as Issuing Lender. Upon the acceptance
      of
      a successor’s appointment as Administrative Agent hereunder, (a) such successor
      shall succeed to and become vested with all of the rights, powers, privileges
      and duties of the retiring Issuing Lender, (b) the retiring Issuing Lender
      shall
      be discharged from all of its duties and obligations hereunder or under the
      other Loan Documents, and (c) the successor Issuing Lender shall issue letters
      of credit in substitution for the Letters of Credit, if any, outstanding at
      the
      time of such succession or make other arrangement satisfactory to the retiring
      Issuing Lender to effectively assume the obligations of the retiring Issuing
      Lender with respect to such Letters of Credit.




86




Section
      9.07 Non-Reliance
      on Administrative Agent and Other Lenders .  Each
      Lender and the Issuing Lender acknowledges that it has, independently and
      without reliance upon the Administrative Agent or any other Lender or any of
      their Related Parties and based on such documents and information as it has
      deemed appropriate, made its own credit analysis and decision to enter into
      this
      Agreement. Each Lender and the Issuing Lender also acknowledges that it will,
      independently and without reliance upon the Administrative Agent or any other
      Lender or any of their Related Parties and based on such documents and
      information as it shall from time to time deem appropriate, continue to make
      its
      own decisions in taking or not taking action under or based upon this Agreement,
      any other Loan Document or any related agreement or any document furnished
      hereunder or thereunder.





Section
      9.08 No
      Other Duties, Etc .  Anything
      herein to the contrary notwithstanding, none of the Bookrunners, Arrangers,
      Syndication Agent or Documentation Agent listed on the cover page hereof shall
      have any powers, duties or responsibilities under this Agreement or any of
      the
      other Loan Documents, except in its capacity, as applicable, as the
      Administrative Agent, a Lender or the Issuing Lender hereunder.




Section
      9.09 Administrative
      Agent May File Proofs of Claim .  In
      case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Credit Party, the Administrative Agent (irrespective
      of whether the principal of any Advance or Letter of Credit Exposure shall
      then
      be due and payable as herein expressed or by declaration or otherwise and
      irrespective of whether the Administrative Agent shall have made any demand
      on
      the Borrower) shall be entitled and empowered, by intervention in such
      proceeding or otherwise





(a) to
      file and
      prove a claim for the whole amount of the principal and interest owing and
      unpaid in respect of the Advances, Letter of Credit Exposure and all other
      Obligations that are owing and unpaid and to file such other documents as may
      be
      necessary or advisable in order to have the claims of the Lenders, the Issuing
      Lender and the Administrative Agent (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Lenders, the Issuing
      Lender and the Administrative Agent and their respective agents and counsel
      and
      all other amounts due the Lenders, the Issuing Lender and the Administrative
      Agent under Sections 2.08 and 10.04) allowed in such judicial proceeding;
      and





(b) to
      collect
      and receive any monies or other property payable or deliverable on any such
      claims and to distribute the same;





and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender and the Issuing Lender to make such payments to the Administrative Agent
      and, in the event that the Administrative Agent shall consent to the making
      of
      such payments directly to the Lenders and the Issuing Lender, to pay to the
      Administrative Agent any amount due for the reasonable compensation, expenses,
      disbursements and advances of the Administrative Agent and its agents and
      counsel, and any other amounts due the Administrative Agent under Sections
      2.09
      and 10.04.





Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender or the
      Issuing Lender any plan of reorganization, arrangement, adjustment or
      composition affecting the Obligations or the rights of any Lender or to
      authorize the Administrative Agent to vote in respect of the claim of any Lender
      in any such proceeding.




87




Section
      9.10 Collateral
      and Guaranty Matters .  The
      Lenders and the Issuing Lender irrevocably authorize the Administrative Agent,
      at its option and in its discretion,




(a) to
      release
      any Lien on any property granted to or held by the Administrative Agent under
      any Loan Document (i) upon termination of the aggregate Commitments and payment
      in full of all Obligations (other than contingent indemnification obligations)
      and the expiration or termination of all Letters of Credit, (ii) that is sold
      or
      to be sold as part of or in connection with any sale permitted hereunder or
      under any other Loan Document, or (iii) subject to Section 10.01, if approved,
      authorized or ratified in writing by the Majority Lenders; and





(b) to
      release
      any Guarantor from its obligations under the Guaranty if such Person ceases
      to
      be a Subsidiary as a result of a transaction permitted hereunder.





Upon
      request by the Administrative Agent at any time, the Majority Lenders will
      confirm in writing the Administrative Agent’s authority to release its interest
      in particular types or items of property, or to release any Guarantor from
      its
      obligations under the Guaranty pursuant to this Section 9.10. The Administrative
      Agent hereby agrees, from time to time upon the prior written request of the
      Borrower, to execute and deliver such releases and/or termination documents
      as
      may be necessary to effectively release any and all of the Liens granted to
      or
      held by the Administrative Agent upon any Collateral described in this Section
      9.10.




**ARTICLE
      X**





**MISCELLANEOUS**




Section
      10.01 Amendments,
      Etc .  No
      amendment or waiver of any provision of this Agreement, the Notes, or any other
      Loan Document, nor consent to any departure by any Credit Party therefrom,
      shall
      in any event be effective unless the same shall be in writing and signed by
      the
      Majority Lenders and the Borrower (or the applicable Credit Party, as the case
      may be, and acknowledged by the Administrative Agent (after obtaining the
      consent of the Majority Lenders)), and each such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which
      given; provided ,
      however, that no such amendment, waiver or consent shall:





(a) waive
      any of
      the conditions specified in Section 3.01 or 3.02 without the written consent
      of
      each Lender;





(b) extend
      or
      increase the Commitment of any Lender without the written consent of such
      Lender;





(c) change
      the
      percentage of Lenders which shall be required for the Lenders or any of them
      to
      take any action hereunder or under any other Loan Document without the written
      consent of each Lender;




88





(d) amend
      Section
      2.11 or 7.06 or this Section 10.01 without the written consent of each
      Lender;





(e) amend
      the
      definition of “Majority Lenders” without the written consent of each
      Lender;





(f) release
      any
      Guarantor from its obligations under Article VIII of this Agreement without
      the
      written consent of each Lender;





(g) permit
      any
      Credit Party to enter into any merger or consolidation with or into any other
      Person, except as permitted by Section 6.04, that would have the effect of
      releasing the Borrower or a Guarantor without the written consent of each
      Lender;




(h)  release
      all
      or substantially all of the Collateral without the written consent of each
      Lender; provided , however ,
      notwithstanding anything in this Section 10.01 to the contrary, the
      Administrative Agent may without the further consent of any Lender release
      Collateral relating to sales or transfers of property permitted under this
      Agreement or any other Loan Documents;





(i) increase
      the
      Borrowing Base without the written consent of each Lender;





(j) reduce
      the
      principal of, or interest on, the Notes or any fees or other amounts payable
      hereunder or under any other Loan Document to or for the benefit of the Lenders
      without the written consent of each Lender directly affected thereby; provided , however ,
      that
      only the consent of the Majority Lenders shall be necessary to waive any
      obligation of the Borrower to pay interest or Letter of Credit Fees at the
      default rate;





(k) postpone
      any
      date fixed for any payment of principal of, or interest on, the Notes or any
      fees or other amounts payable hereunder or extend the Maturity Date or the
      Commitment Termination Date without the written consent of each Lender directly
      affected thereby; or





(l) amend
      or
      waive any provision of, or consent to any departure by any party thereto from
      the Intercreditor and Subordination Agreement to (A) permit any payment
      otherwise prohibited under the Intercreditor and Subordination Agreement, (B)
      amend or change the priority of any lien governed thereby or (C) the
      subordination provisions thereof without the written consent of each
      Lender;





(m) unless
      in
      writing and signed by the Majority Lenders, decrease the Borrowing Base; and





(n) unless
      in
      writing and signed by the Administrative Agent or the Issuing Lender in addition
      to the Lenders required above to take such action, affect the rights or duties
      of the Administrative Agent or the Issuing Lender, as the case may be, under
      this Agreement or any other Loan Document.




Section
      10.02 Notices;
      Effectiveness; Electronic Communication .




89




(a) Notices
      Generally .
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in subsection (b) below), all notices
      and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopier as follows, and all notices and other
      communications expressly permitted hereunder to be given by telephone shall
      be
      made to the applicable telephone number, as follows:





(i) if
      to the
      Borrower, the Administrative Agent or the Issuing Lender, to the address,
      telecopier number, electronic mail address or telephone number specified for
      such Person on Schedule
      10.02 ;
      and





(ii) if
      to any
      other Lender, to the address, telecopier number, electronic mail address or
      telephone number specified in its Administrative Questionnaire.





(b) Notices
      sent
      by hand or overnight courier service, or mailed by certified or registered
      mail,
      shall be deemed to have been given when received; notices sent by telecopier
      shall be deemed to have been given when sent (except that, if not given during
      normal business hours for the recipient, shall be deemed to have been given
      at
      the opening of business on the next business day for the recipient). Notices
      delivered through electronic communications to the extent provided in subsection
      (b) below, shall be effective as provided in such subsection (b).





(c) Electronic
      Communications .  Notices
      and other communications to the Lenders and the Issuing Lender hereunder may
      be
      delivered or furnished by electronic communication (including e-mail and
      Internet or intranet websites) pursuant to procedures approved by the
      Administrative Agent, provided that the
      foregoing shall not apply to notices to any Lender or the Issuing Lender
      pursuant to Article
      II if such
      Lender or the Issuing Lender, as applicable, has notified the Administrative
      Agent that it is incapable of receiving notices under such Article by electronic
      communication. The Administrative Agent or the Borrower may, in its discretion,
      agree to accept notices and other communications to it hereunder by electronic
      communications pursuant to procedures approved by it, provided that
      approval of such procedures may be limited to particular notices or
      communications.





Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next business day for the recipient, and
      (ii) notices or communications posted to an Internet or intranet website
      shall be deemed received upon the deemed receipt by the intended recipient
      at
      its e-mail address as described in the foregoing clause (i) of notification
      that such notice or communication is available and identifying the website
      address therefor.





(d) Change
      of Address, Etc .  Each
      of the Borrower, the Administrative Agent, and the Issuing Lender may change
      its
      address, telecopier or telephone number for notices and other communications
      hereunder by notice to the other parties hereto. Each other Lender may change
      its address, telecopier or telephone number for notices and other communications
      hereunder by notice to the Borrower, the Administrative Agent and the Issuing
      Lender.




90





(e) Reliance
      by Administrative Agent, Issuing Lender and Lenders . **** The
      Administrative Agent, the Issuing Lender and the Lenders shall be entitled
      to
      rely and act upon any notices (including telephonic Notices of Borrowing)
      purportedly given by or on behalf of the Borrower even if (i) such notices
      were
      not made in a manner specified herein, were incomplete or were not preceded
      or
      followed by any other form of notice specified herein, or (ii) the terms
      thereof, as understood by the recipient, varied from any confirmation thereof.
      The Borrower shall indemnify the Administrative Agent, the Issuing Lender,
      each
      Lender and the Related Parties of each of them from all losses, costs, expenses
      and liabilities resulting from the reliance by such Person on each notice
      purportedly given by or on behalf of the Borrower. All telephonic notices to
      and
      other telephonic communications with the Administrative Agent may be recorded
      by
      the Administrative Agent, and each of the parties hereto hereby consents to
      such
      recording.




Section
      10.03 No
      Waiver; Remedies .  No
      failure on the part of any Lender, the Administrative Agent, or the Issuing
      Lender to exercise, and no delay in exercising, any right hereunder or under
      any
      Note shall operate as a waiver thereof; nor shall any single or partial exercise
      of any such right preclude any other or further exercise thereof or the exercise
      of any other right. The remedies herein provided are cumulative and not
      exclusive of any remedies provided by law.




Section
      10.04 Expenses;
      Indemnity; Damage Waiver .





(a) Costs
      and Expenses .  The
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
      the Administrative Agent and its Affiliates (including the reasonable fees,
      charges and disbursements of counsel for the Administrative Agent), in
      connection with the syndication of the credit facilities provided for herein,
      the preparation, negotiation, execution, delivery and administration of this
      Agreement and the other Loan Documents or any amendments, modifications or
      waivers of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), (ii) all reasonable
      out-of-pocket expenses incurred by the Issuing Lender in connection with the
      issuance, amendment, renewal or extension of any Letter of Credit or any demand
      for payment thereunder and (iii) all out-of-pocket expenses incurred by the
      Administrative Agent, any Lender or the Issuing Lender (including the fees,
      charges and disbursements of any counsel for the Administrative Agent, any
      Lender or the Issuing Lender), and shall pay all fees and time charges for
      attorneys who may be employees of the Administrative Agent, any Lender or the
      Issuing Lender, in connection with the enforcement or protection of its rights
      (A) in connection with this Agreement and the other Loan Documents,
      including its rights under this Section, or (B) in connection with the
      Advances made or Letters of Credit issued hereunder, including all such
      out-of-pocket expenses incurred during any workout, restructuring or
      negotiations in respect of such Advances or Letters of Credit.




91




(b) Indemnification
      by the Borrower .  The
      Borrower shall indemnify the Lead Arranger, the Administrative Agent (and any
      sub-agent thereof), each Lender and the Issuing Lender, and each Related Party
      of any of the foregoing Persons (each such Person being called an “ Indemnitee ”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses (including the fees, charges and
      disbursements of any counsel for any Indemnitee), and shall indemnify and hold
      harmless each Indemnitee from all fees and time charges and disbursements for
      attorneys who may be employees of any Indemnitee, incurred by any Indemnitee
      or
      asserted against any Indemnitee by any third party or by the Borrower or any
      other Credit Party arising out of, in connection with, or as a result of
      (i) the execution or delivery of this Agreement, any other Loan Document or
      any agreement or instrument contemplated hereby or thereby, the performance
      by
      the parties hereto of their respective obligations hereunder or thereunder
      or
      the consummation of the transactions contemplated hereby or thereby,
      (ii) any Advance or Letter of Credit or the use or proposed use of the
      proceeds therefrom (including any refusal by the Issuing Lender to honor a
      demand for payment under a Letter of Credit if the documents presented in
      connection with such demand do not strictly comply with the terms of such Letter
      of Credit), (iii) any actual or alleged presence or release of Hazardous
      Materials on or from any property owned or operated by the Borrower or any
      of
      its Subsidiaries, or any Environmental Liability related in any way to the
      Borrower or any of its Subsidiaries, or (iv) any actual or prospective
      claim, litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory, whether brought by a third
      party or by the Borrower or any other Credit Party, and regardless of whether
      any Indemnitee is a party thereto , **in all cases, whether or not caused by or arising, in whole or in part, out
      of
      the negligence of the Indemnitee** ; provided that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses (x) are
      determined by a court of competent jurisdiction by final and nonappealable
      judgment to have resulted from the gross negligence or willful misconduct of
      such Indemnitee or (y) result from a claim brought by the Borrower or any
      other Credit Party against an Indemnitee for breach in bad faith of such
      Indemnitee’s obligations hereunder or under any other Loan Document, if the
      Borrower or such Credit Party has obtained a final and nonappealable judgment
      in
      its favor on such claim as determined by a court of competent
      jurisdiction.





(c) Reimbursement
      by Lenders .  To
      the extent that the Borrower for any reason fails to indefeasibly pay any amount
      required under subsection (a) or (b) of this Section to be paid by it
      to the Lead Arranger, Administrative Agent (or any sub-agent thereof), the
      Issuing Lender or any Related Party of any of the foregoing, each Lender
      severally agrees to pay to the Lead Arranger, Administrative Agent (or any
      such
      sub-agent), the Issuing Lender or such Related Party, as the case may be, such
      Lender’s Pro Rata Share (determined as of the time that the applicable
      unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent (or any such sub-agent) or the Issuing Lender in its
      capacity as such, or against any Related Party of any of the foregoing acting
      for the Administrative Agent (or any such sub-agent) or Issuing Lender in
      connection with such capacity. The obligations of the Lenders under this
      subsection (c) are subject to the provisions of Section 2.03(f) .





(d) Waiver
      of Consequential Damages, Etc. To
      the fullest extent permitted by applicable law, the Borrower shall not assert,
      and hereby waives, any claim against any Indemnitee, on any theory of liability,
      for special, indirect, consequential or punitive damages (as opposed to direct
      or actual damages) arising out of, in connection with, or as a result of, this
      Agreement, any other Loan Document or any agreement or instrument contemplated
      hereby, the transactions contemplated hereby or thereby, any Advance or Letter
      of Credit or the use of the proceeds thereof. No Indemnitee referred to in
      subsection (b) above shall be liable for any damages arising from the use by
      unintended recipients of any information or other materials distributed by
      it
      through telecommunications, electronic or other information transmission systems
      in connection with this Agreement or the other Loan Documents or the
      transactions contemplated hereby or thereby.




92





(e) Payments .  All
      amounts due under this Section shall be payable not later than ten Business
      Days
      after demand therefor.





(f) Survival .  The
      agreements in this Section shall survive the resignation of the Administrative
      Agent and the Issuing Lender, the replacement of any Lender, the termination
      of
      the aggregate Commitments and the repayment, satisfaction or discharge of all
      the other Obligations.




Section
      10.05 Binding
      Effect .  This
      Agreement shall become effective when it shall have been executed by each of
      the
      Credit Parties and the Administrative Agent, and when the Administrative Agent
      shall have, as to each Lender, either received a counterpart hereof executed
      by
      such Lender or been notified by such Lender that such Lender has executed it
      and
      thereafter shall be binding upon and inure to the benefit of the Credit Parties,
      the Administrative Agent, the Issuing Lender, and each Lender and their
      respective successors and assigns, except that the Borrower shall not have
      the
      right to assign its rights or delegate its duties under this Agreement or any
      interest in this Agreement without the prior written consent of each
      Lender.




Section
      10.06 Successors
      and Assigns .





(a) Successors
      and Assigns Generally .  The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that neither the Borrower nor any other Credit Party may assign or
      otherwise transfer any of its rights or obligations hereunder, except as
      otherwise provided for in Section 6.04, without the prior written consent of
      the
      Administrative Agent and each Lender and no Lender may assign or otherwise
      transfer any of its rights or obligations hereunder except (i) to an Eligible
      Assignee in accordance with the provisions of subsection (b) of this Section,
      (ii) by way of participation in accordance with the provisions of subsection
      (d)
      of this Section, or (iii) by way of pledge or assignment of a security interest
      subject to the restrictions of subsection (f) of this Section, or (iv) to an
      SPC
      in accordance with the provisions of subsection (h) of this Section (and any
      other attempted assignment or transfer by any party hereto shall be null and
      void). Nothing in this Agreement, expressed or implied, shall be construed
      to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby, Participants to the extent provided
      in
      subsection (d) of this Section and, to the extent expressly contemplated hereby,
      the Related Parties of each of the Administrative Agent, the Issuing Lender
      and
      the Lenders) any legal or equitable right, remedy or claim under or by reason
      of
      this Agreement.





(b) Assignments
      by Lenders .  Any
      Lender may at any time assign to one or more Eligible Assignees all or a portion
      of its rights and obligations under this Agreement (including all or a portion
      of its Commitment and the Advances (including for purposes of this subsection
      (b), participations in Letter of Credit Exposure) at the time owing to it); provided that




93





(i) except
      in the
      case of an assignment of the entire remaining amount of the assigning Lender's
      Commitment and the Advances at the time owing to it or in the case of an
      assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
      respect to a Lender, the aggregate amount of the Commitment (which for this
      purpose includes Advances outstanding thereunder) or, if the Commitment is
      not
      then in effect, the principal outstanding balance of the Advances of the
      assigning Lender subject to each such assignment, determined as of the date
      the
      Assignment and Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if “Trade Date” is specified in the Assignment and
      Assumption, as of the Trade Date, shall not be less than $5,000,000 **** unless
      each of the Administrative Agent and, so long as no Event of Default has
      occurred and is continuing, the Borrower otherwise consents (each such consent
      not to be unreasonably withheld or delayed);





(ii) each
      partial
      assignment shall be made as an assignment of a proportionate part of all the
      assigning Lender's rights and obligations under this Agreement with respect
      to
      the Advances or the Commitment assigned;





(iii) any
      assignment of a Commitment must be approved by the Administrative Agent and
      the
      Issuing Lender unless the Person that is the proposed assignee is itself a
      Lender (whether or not the proposed assignee would otherwise qualify as an
      Eligible Assignee); and





(iv) the
      parties
      to each assignment shall execute and deliver to the Administrative Agent an
      Assignment and Assumption, together with a processing and recordation fee of
      $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver
      to
      the Administrative Agent an Administrative Questionnaire.





Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      subsection (c) of this Section, from and after the effective date specified
      in
      each Assignment and Assumption, the Eligible Assignee thereunder shall be a
      party to this Agreement and, to the extent of the interest assigned by such
      Assignment and Assumption, have the rights and obligations of a Lender under
      this Agreement, and the assigning Lender thereunder shall, to the extent of
      the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender's rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto) but shall continue
      to be entitled to the benefits of Sections
      2.13 , 2.14 ,
      and 10.04 with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment. Upon request, the Borrower (at its expense) shall execute and
      deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
      of
      rights or obligations under this Agreement that does not comply with this
      subsection shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      subsection (d) of this Section.





(c) Register .  The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at the Administrative Agent’s Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Advances and Letter of Credit Exposure owing to, each Lender
      pursuant to the terms hereof from time to time (the “ Register ”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by each of the Borrower and the
      Issuing Lender at any reasonable time and from time to time upon reasonable
      prior notice. In addition, at any time that a request for a consent for a
      material or substantive change to the Loan Documents is pending, any Lender
      wishing to consult with other Lenders in connection therewith may request and
      receive from the Administrative Agent a copy of the Register.




94





(d) Participations .  Any
      Lender may at any time, without the consent of, or notice to, the Borrower
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “ Participant ”)
      in all
      or a portion of such Lender's rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Advances (including
      such Lender’s participations in Letter of Credit Exposure owing to it); provided that
      (i) such Lender's obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations and (iii) the Borrower, the
      Administrative Agent, the Lenders and the Issuing Lender shall continue to
      deal
      solely and directly with such Lender in connection with such Lender's rights
      and
      obligations under this Agreement.





Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; provided that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, waiver or other modification
      described in the first proviso to Section
      10.01 that
      affects such Participant. Subject to subsection (e) of this Section, the
      Borrower agrees that each Participant shall be entitled to the benefits of Sections
      2.13 and 2.14 to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection (b) of this Section. To the extent permitted by law,
      each
      Participant also shall be entitled to the benefits of Section 7.04 ** as
      though
      it were a Lender, provided such
      Participant agrees to be subject to Section
      2.11 as
      though it were a Lender.





(e) Limitations
      upon Participant Rights .  A
      Participant shall not be entitled to receive any greater payment under Section
      2. 13
      or 2.14 ** than
      the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Borrower's prior written consent. A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section 2.14 unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section
      2.14(e) as
      though it were a Lender.





(f) Certain
      Pledges .  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement (including under its Note, if any)
      to
      secure obligations of such Lender, including any pledge or assignment to secure
      obligations to a Federal Reserve Bank; provided that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder or substitute any such pledgee or assignee for such Lender as a party
      hereto.




95





(g) Electronic
      Execution of Assignments .  The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Assumption shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based recordkeeping system, as the case may be, to the extent
      and
      as provided for in any applicable law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic
      Signatures and Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.





(h) Special
      Purpose Funding Vehicles .  Notwithstanding
      anything to the contrary contained herein, any Lender (a “ Granting
      Lender ”)
      may
      grant to a special purpose funding vehicle identified as such in writing from
      time to time by the Granting Lender to the Administrative Agent and the Borrower
      (an “ SPC ”)
      the
      option to provide all or any part of any Advance that such Granting Lender
      would
      otherwise be obligated to make pursuant to this Agreement; provided that (i)
      nothing herein shall constitute a commitment by any SPC to fund any Advance,
      and
      (ii) if an SPC elects not to exercise such option or otherwise fails to make
      all
      or any part of such Advance, the Granting Lender shall be obligated to make
      such
      Committed Loan pursuant to the terms hereof or, if it fails to do so, to make
      such payment to the Administrative Agent as is required under Section
      2.10(b)(ii) .
      Each
      party hereto hereby agrees that (i) neither the grant to any SPC nor the
      exercise by any SPC of such option shall increase the costs or expenses or
      otherwise increase or change the obligations of the Borrower under this
      Agreement (including its obligations under Sections
      2.13 and 2.14 ),
      (ii)
      no SPC shall be liable for any indemnity or similar payment obligation under
      this Agreement for which a Lender would be liable, and (iii) the Granting Lender
      shall for all purposes, including the approval of any amendment, waiver or
      other
      modification of any provision of any Loan Document, remain the lender of record
      hereunder. The making of an Advance by an SPC hereunder shall utilize the
      Commitment of the Granting Lender to the same extent, and as if, such Advance
      were made by such Granting Lender. In furtherance of the foregoing, each party
      hereto hereby agrees (which agreement shall survive the termination of this
      Agreement) that, prior to the date that is one year and one day after the
      payment in full of all outstanding commercial paper or other senior debt of
      any
      SPC, it will not institute against, or join any other Person in instituting
      against, such SPC any bankruptcy, reorganization, arrangement, insolvency,
      or
      liquidation proceeding under the laws of the United States or any State thereof.
      Notwithstanding anything to the contrary contained herein, any SPC may (i)
      with
      notice to, but without prior consent of the Borrower and the Administrative
      Agent and with the payment of a processing fee of $3500, assign all or any
      portion of its right to receive payment with respect to any Advance to the
      Granting Lender and (ii) disclose on a confidential basis any non-public
      information relating to its funding of Advances to any rating agency, commercial
      paper dealer or provider of any surety or Guarantee or credit or liquidity
      enhancement to such SPC.




96





(i) Resignation
      as Issuing Lender after Assignment .  Notwithstanding
      anything to the contrary contained herein, if at any time Bank of America
      assigns all of its Commitment and Advances pursuant to subsection (b) above,
      Bank of America may, upon 30 days’ notice to the Borrower and the Lenders,
      resign as Issuing Lender. In the event of any such resignation as Issuing
      Lender, the Borrower shall be entitled to appoint from among the Lenders a
      successor Issuing Lender hereunder and such appointment shall be effective
      upon
      the acceptance by such successor of its appointment as Issuing Lender hereunder; provided , however ,
      that no
      failure by the Borrower to appoint any such successor shall affect the
      resignation of Bank of America as Issuing Lender. If Bank of America resigns
      as
      Issuing Lender, it shall retain all the rights and obligations of the Issuing
      Lender hereunder with respect to all Letters of Credit outstanding as of the
      effective date of its resignation as Issuing Lender and all Letter of Credit
      Exposure with respect thereto (including the right to require the Lenders to
      make Base Rate Advances or fund risk participations in Unreimbursed Amounts
      pursuant to Section
      2.07(c) ).




Section
      10.07 Treatment
      of Certain Information; Confidentiality .  Each
      of the Administrative Agent, the Lenders and the Issuing Lender agrees to
      maintain the confidentiality of the Information (as defined below), except
      that
      Information may be disclosed (a) to its Affiliates and to its and its
      Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and representatives (it being understood that the Persons to whom
      such
      disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential), (b) to the
      extent requested by any regulatory authority purporting to have jurisdiction
      over it (including any self-regulatory authority, such as the National
      Association of Insurance Commissioners), (c) to the extent required by
      applicable laws or regulations or by any subpoena or similar legal process,
      (d)
      to any other party hereto, (e) in connection with the exercise of any remedies
      hereunder or under any other Loan Document or any action or proceeding relating
      to this Agreement or any other Loan Document or the enforcement of rights
      hereunder or thereunder, (f) subject to an agreement containing provisions
      substantially the same as those of this Section, to (i) any assignee of or
      Participant in, or any prospective assignee of or Participant in, any of its
      rights or obligations under this Agreement or (ii) any actual or prospective
      counterparty (or its advisors) to any swap or derivative transaction relating
      to
      the Borrower and its obligations, (g) with the consent of the Borrower or (h)
      to
      the extent such Information (x) becomes publicly available other than as a
      result of a breach of this Section or (y) becomes available to the
      Administrative Agent, any Lender, the Issuing Lender or any of their respective
      Affiliates on a nonconfidential basis from a source other than the Borrower.





For
      purposes of this Section, “ Information ”
means
      all information received from the Borrower or any Subsidiary relating to the
      Borrower or any Subsidiary or any of their respective businesses, other than
      any
      such information that is available to the Administrative Agent, any Lender
      or
      the Issuing Lender on a nonconfidential basis prior to disclosure by the
      Borrower or any Subsidiary, provided that, in
      the case of information received from the Borrower or any Subsidiary after
      the
      date hereof, such information is clearly identified at the time of delivery
      as
      confidential. Any Person required to maintain the confidentiality of Information
      as provided in this Section shall be considered to have complied with its
      obligation to do so if such Person has exercised the same degree of care to
      maintain the confidentiality of such Information as such Person would accord
      to
      its own confidential information.





Section
      10.08 Execution
      in Counterparts .  This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.




97




Section
      10.09 Survival
      of Representations and Warranties .
      All
      representations and warranties made hereunder and in any other Loan Document
      or
      other document delivered pursuant hereto or thereto or in connection herewith
      or
      therewith shall survive the execution and delivery hereof and thereof. Such
      representations and warranties have been or will be relied upon by the
      Administrative Agent and each Lender, regardless of any investigation made
      by
      the Administrative Agent or any Lender or on their behalf and notwithstanding
      that the Administrative Agent or any Lender may have had notice or knowledge
      of
      any Default at the time of any Borrowing or a L/C Extension, and shall continue
      in full force and effect as long as any Advance or any other Obligation
      hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall
      remain outstanding. All obligations of the Borrower and of the Lenders provided
      for in Sections 2.12, 2.13, 2.14(c), 10.04 and 10.07 shall survive any
      termination of this Agreement and repayment in full of the
      Obligations.


Section
      10.10 Severability .  In
      case one or more provisions of this Agreement or the other Loan Documents shall
      be invalid, illegal or unenforceable in any respect under any applicable law,
      the validity, legality, and enforceability of the remaining provisions contained
      herein or therein shall not be affected or impaired thereby.




Section
      10.11 Payments
      Set Aside .  To
      the extent that any payment by or on behalf of the Borrower is made to the
      Administrative Agent, the Issuing Lender or any Lender, or the Administrative
      Agent, the Issuing Lender or any Lender exercises its right of setoff, and
      such
      payment or the proceeds of such setoff or any part thereof is subsequently
      invalidated, declared to be fraudulent or preferential, set aside or required
      (including pursuant to any settlement entered into by the Administrative Agent,
      the Issuing Lender or such Lender in its discretion) to be repaid to a trustee,
      receiver or any other party, in connection with any proceeding under any
      applicable bankruptcy, insolvency, reorganization, moratorium, or similar law
      affecting creditors’ rights generally and by general principles of equity or
      otherwise, then (a) to the extent of such recovery, the obligation or part
      thereof originally intended to be satisfied shall be revived and continued
      in
      full force and effect as if such payment had not been made or such setoff had
      not occurred, and (b) each Lender and the Issuing Lender severally agrees to
      pay
      to the Administrative Agent upon demand its applicable share (without
      duplication) of any amount so recovered from or repaid by the Administrative
      Agent, plus interest thereon from the date of such demand to the date such
      payment is made at a rate per annum equal to the Federal Funds Rate from time
      to
      time in effect. The obligations of the Lenders and the Issuing Lender under
      clause (b) of the preceding sentence shall survive the payment in full of the
      Obligations and the termination of this Agreement.




Section
      10.12  ****GOVERNING
      LAW****.  
      **EXCEPT
      AS OTHERWISE EXPRESSLY STATED IN ANY SECURITY INSTRUMENT, THIS AGREEMENT, THE
      NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH LETTER
      OF
      CREDIT SHALL BE GOVERNED BY EITHER (A) THE UNIFORM CUSTOMS AND PRACTICE FOR
      DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE
      PUBLICATION NO. 500 (OR ANY SUCCESSOR TO SUCH PUBLICATION) OR (B) THE
      INTERNATIONAL STANDBY PRACTICES 1998, INSTITUTE OF INTERNATIONAL BANKING LAW
      & PRACTICE (OR ANY SUCCESSOR TO SUCH
      PUBLICATION).******




Section
      10.13  ****SUBMISSION
      TO JURISDICTION; WAIVERS****.**** ****THE
      BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY AND
      UNCONDITIONALLY:****




98





**(A)** ****SUBMITS
      FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
      RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
      NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
      THE
      COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK,
      AND APPELLATE COURTS FROM ANY THEREOF;****




**(B)** ****CONSENTS
      THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES
      ANY
      OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION
      OR
      PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT
      IN AN
      INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE
      SAME;****




**(C)** ****AGREES
      THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
      MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
      SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET
      FORTH
      IN SUBSECTION 10.02 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT
      SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;****


**(D)** ****AGREES
      THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN
      ANY
      OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
      JURISDICTION; AND****




**(E)** ****WAIVES,
      TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM
      OR
      RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SUBSECTION ANY
      SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES.****


Section
      10.14  ****WAIVER
      OF JURY TRIAL****. 
      **EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
      OTHER
      LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
      THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
      EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
      IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
      AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS
      SECTION.******




Section
      10.15  ****ORAL
      AGREEMENTS****.**** ****THIS
      AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
      AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
      ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
      THE
      PARTIES HERETO.****




99




Section
      10.16 Production
      Proceeds .  Notwithstanding
      that, by the terms of the various Security Instruments, the Credit Parties
      are
      and will be assigning to the Administrative Agent and the Lenders all of the
      "Production Proceeds" (as defined therein) accruing to the Property covered
      thereby, so long as no Event of Default has occurred the Credit Parties may
      continue to receive from the purchasers of production all such Production
      Proceeds, subject, however, to the Liens created under the Security Instruments,
      which Liens are hereby affirmed and ratified. Upon the occurrence of an Event
      of
      Default, the Administrative Agent and the Lenders may exercise all rights and
      remedies granted under the Security Instruments, including the right to obtain
      possession of all Production Proceeds then held by the Credit Parties or to
      receive directly from the purchasers of production all other Production
      Proceeds. In no case shall any failure, whether intentional or inadvertent,
      by
      the Administrative Agent or the Lenders to collect directly any such Production
      Proceeds constitute in any way a waiver, remission or release of any of their
      rights under the Security Instruments, nor shall any release of any Production
      Proceeds by the Administrative Agent or the Lenders to the Credit Parties
      constitute a waiver, remission, or release of any other Production Proceeds
      or
      of any rights of the Administrative Agent or the Lenders to collect other
      Production Proceeds thereafter.




Section
      10.17 Replacement
      of Lenders .  If
      any Lender (a) requests compensation under Section 2.13, or if the Borrower
      is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.14, (b) is a
      Defaulting Lender, or (c) fails to consent to an election, consent, amendment,
      waiver or other modification to this Agreement or any other Loan Document that
      requires the consent of a greater percentage of the Lenders than the Majority
      Lenders and such election, consent, amendment, waiver or other modification
      is
      otherwise consented to by the Majority Lenders, then the Borrower may, at its
      sole expenses and effort, upon notice to such Lender and the Administrative
      Agent, require such Lender to assign and delegate, without recourse (in
      accordance with and subject to the restrictions contained in, and consents
      required by, Section 10.07), all of its interests, rights and obligations under
      this Agreement and the related Loan Documents to an assignee that shall assume
      such obligations (which assignee may be another Lender, if a Lender accepts
      such
      assignment), provided that:





(i) the
      Borrower
      shall have paid to the Administrative Agent the assignment fee specified in
      Section 10.06;





(ii) such
      Lender
      shall have received payment of an amount equal to the outstanding principal
      of
      its Loans and L/C Advances, accrued interest thereon, accrued fees and all
      other
      amounts payable to it hereunder and under the other Loan Documents from the
      assignee (to the extent of such outstanding principal and accrued interest
      and
      fees) or the Borrower (in the case of all other amounts);





(iii) in
      the case
      of any such assignment resulting from a claim for compensation under Section
      2.13 or payments required to be made pursuant to Section 2.14, such assignment
      will result in a reduction in such compensation or payments thereafter; and





(iv) such
      assignment does not conflict with applicable Legal Requirements.




100





A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.




Section
      10.18 Amendment
      and Restatement .  The
      Borrower, the Agents and the Lenders have agreed that this Agreement is an
      amendment and restatement of the Existing Senior Credit Agreement in its
      entirety and the terms and provisions hereof supersede the terms and provisions
      thereof, and this Agreement is not a new or substitute credit agreement or
      novation of the Existing Senior Credit Agreement.




Section
      10.19 USA
      PATRIOT Act Notice .  Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the USA Patriot
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“ Act ”),
      it is
      required to obtain, verify and record information that identifies the Borrower,
      which information includes the name and address of the Borrower and other
      information that will allow such Lender or the Administrative Agent, as
      applicable, to identify the Borrower in accordance with the Act.




Section
      10.20 Termination .  In
      the event that the Commitments have been reduced to zero, no Letters of Credit
      are outstanding and all Advances and other Obligations have been fully and
      finally paid, this Agreement shall terminate (except for provisions expressly
      stated to survive any such termination), and the Agent and the Lenders shall,
      upon the request and at the cost and expense of the Borrower, cause to be
      executed and delivered such releases of Collateral, assignments or other
      documents or instruments to evidence such termination as the Borrower shall
      reasonably request.




101





EXECUTED
      as of the date first above written.





BORROWER:BRIGHAM
                OIL & GAS, L.P.By:Brigham,
                Inc., its
                General Partner/s/
                Eugene B. Shepherd, Jr.Executive
                Vice President andChief
                Financial OfficerGUARANTORS:BRIGHAM
                EXPLORATION COMPANY/s/
                Eugene B. Shepherd, Jr.Executive
                Vice President andChief
                Financial OfficerBRIGHAM,
                INC./s/
                Eugene B. Shepherd, Jr.Executive
                Vice President andChief
                Financial Officer






Signature
              Page to Credit Agreement - Brigham Oil & Gas, L.P.




BANK
                OF AMERICA, N.A.as
                Administrative Agent/s/
                Maytthew C. CorreiaAssistant
                Vice PresidentBANK
                OF AMERICA, N.A.as
                Lender and as Issuing Lender/s/
                Jeffery H. RathkampDirector








Signature
            Page to Credit Agreement - Brigham Oil & Gas, L.P.




THE
                ROYAL BANK OF SCOTLAND plc/s/
                Phillip R. BallardSenior
                Vice PresidentBNP
                PARIBAS/s/
                Gabe EllisorVice
                President/s/
                Polly SchottVice
                PresidentNATEXIS
                BANQUES POPULAIRES/s/
                Donovan C. BroussardVice
                President and Manager/s/
                Daniel PayerVice
                PresidentHIBERNIA
                NATIONAL BANK/s/
                David R. ReidSenior
                Vice President






Signature
              Page to Credit Agreement - Brigham Oil & Gas, L.P.




**Schedule
      1**




**Commitments
      and Pro Rata Shares**





**Lender**
            **Commitment**
            **Pro
                Rata Share**Bank
                of America, N.A.
            $42,500,000
            21.25%The
                Royal Bank of Scotland plc
            $41,250,000
            20.625%BNP
                Paribas
            $41,250,000
            20.625%Natexis
                Banques Populaires
            $37,500,000
            18.75%Hibernia
                National Bank
            $37,500,000
            18.75%Total
            $200,000,000.00
            100.000000000%









**EXHIBIT
      A**





**ASSIGNMENT
      AND ASSUMPTION**





This
      Assignment and Assumption (this “ Assignment
      and Assumption ”)
      is
      dated as of the Effective Date set forth below and is entered into by and
      between [ *Insert
      name of Assignor* ] (the
“ Assignor ”)
      and
      [ *Insert
      name of Assignee* ].
      (the
“ Assignee ”).
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Credit Agreement identified below (the “ Credit
      Agreement ”),
      receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
      Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
      to
      and incorporated herein by reference and made a part of this Assignment and
      Assumption as if set forth herein in full.


For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Standard Terms and Conditions
      and the Credit Agreement, as of the Effective Date inserted by the
      Administrative Agent as contemplated below (i) all of the Assignor's rights
      and
      obligations as a Lender under the Credit Agreement and any other documents
      or
      instruments delivered pursuant thereto to the extent related to the amount
      and
      percentage interest identified below of all of such outstanding rights and
      obligations of the Assignor under the respective facilities identified below
      (including, without limitation, the Letters of Credit included in such
      facilities) and (ii) to the extent permitted to be assigned under applicable
      law, all claims, suits, causes of action and any other right of the Assignor
      (in
      its capacity as a Lender) against any Person, whether known or unknown, arising
      under or in connection with the Credit Agreement, any other documents or
      instruments delivered pursuant thereto or the loan transactions governed thereby
      or in any way based on or related to any of the foregoing, including, but not
      limited to, contract claims, tort claims, malpractice claims, statutory claims
      and all other claims at law or in equity related to the rights and obligations
      sold and assigned pursuant to clause (i) above (the rights and obligations
      sold
      and assigned pursuant to clauses (i) and (ii) above being referred to herein
      collectively as,  the
      “ Assigned
      Interest ”).
      Such
      sale and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and Assumption, without representation or warranty
      by the Assignor.


1.
            Assignor:____________________________





2.
            Assignee:         _____________________________
                [and is an Affiliate/Approved Fund of [*identify
                Lender*]1]


3.
            Borrower:         Brigham
                Oil & Gas, L.P.





4.
            Administrative
                Agent:
                Bank of America, N.A., as the administrative agent under the Credit
                Agreement





5.
            Credit
                Agreement:         Credit
                Agreement, dated as of June___, 2005, among the Borrower, the Lenders
                from
                time to time party thereto, and Bank of America, N.A., as Administrative
                Agent and Issuing Lender




1 Select
          as
          applicable.


-1-





6.
            Assigned
                Interest:





Facility
                Assigned
            Aggregate
              Amount
                of
              Commitment
              for
                all Lenders*
            Amount
                of
              Commitment
              Assigned*
            Percentage
              Assigned
                of
              Commitment2Revolving
                Credit Facility
            $________________
            $________________
            ______________%





7.
            Trade
                Date:         __________________]3





Effective
      Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
      WHICH
      SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
      THEREFOR.]


The
      terms
      set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR[NAME
                    OF ASSIGNOR]By:
                    _____________________________Title:ASSIGNEE[NAME
                    OF ASSIGNEE]By:
                    _____________________________Title:
  [Consented
                  to and]4Accepted:BANK
                    OF AMERICA, N.A., asAdministrative
                    AgentBy:__________________________Title:[Consented
                    to:]5By:
                    __________________________Title:


*
          Amount
          to be adjusted by the counterparties to take into account any payments
          or
          prepayments made between the Trade Date and the Effective Date.
 2
          Set forth, to at least 9 decimals, as a percentage of the Commitment of
          all
          Lenders thereunder.
 3
          To be completed if the Assignor and the Assignee intend that the minimum
          assignment amount is to be determined as of the Trade Date.
 4 To be
          added only if the consent of the Administrative Agent is required by the
          terms
          of the Credit Agreement.
 5 To be
          added only if the consent of the Borrower and/or other parties (e.g. Issuing
          Lender) is required by the terms of the Credit
          Agreement.





Exhibit
            B - page -2-





**Annex
      1 To Assignment And Assumption**





**Credit
      Agreement Dated As Of June___, 2005, Among Brigham Oil & Gas, L.P., The
      Lenders From Time To Time Party Thereto, And Bank Of America, N.A., As
      Administrative Agent And As Issuing Lender**





**Standard
      Terms And Conditions For**


**Assignment
      And Assumption**





1.
            Representations
                and Warranties.


1.1. Assignor .  The
      Assignor (a) represents and warrants that (i) it is the legal and beneficial
      owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
      of
      any lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated
      hereby; and (b) assumes no responsibility with respect to (i) any statements,
      warranties or representations made in or in connection with the Credit Agreement
      or any other Loan Document, (ii) the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of the Loan Documents or
      any
      collateral thereunder, (iii) the financial condition of the Borrower, any of
      its
      Subsidiaries or Affiliates or any other Person obligated in respect of any
      Loan
      Document or (iv) the performance or observance by the Borrower, any of its
      Subsidiaries or Affiliates or any other Person of any of their respective
      obligations under any Loan Document.


1.2. Assignee .
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Lender under the Credit Agreement, (ii) it meets all requirements of an
      Eligible Assignee under the Credit Agreement (subject to receipt of such
      consents as may be required under the Credit Agreement), (iii) from and after
      the Effective Date, it shall be bound by the provisions of the Credit Agreement
      as a Lender thereunder and, to the extent of the Assigned Interest, shall have
      the obligations of a Lender thereunder, (iv) it has received a copy of the
      Credit Agreement, together with copies of the most recent financial statements
      delivered pursuant to Section 5.06 (a) or (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 Assignment and Assumption and
      to
      purchase the Assigned Interest on the basis of which it has made such analysis
      and decision independently and without reliance on the Administrative Agent
      or
      any other Lender, and (v) if it is a foreign Lender, attached hereto is any
      documentation required to be delivered by it pursuant to the terms of the Credit
      Agreement, duly completed and executed by the Assignee; and (b) agrees that
      (i)
      it will, independently and without reliance on the Administrative Agent, the
      Assignor or any other Lender, and based on such documents and information as
      it
      shall deem appropriate at the time, continue to make its own credit decisions
      in
      taking or not taking action under the Loan Documents, and (ii) it will perform
      in accordance with their terms all of the obligations which by the terms of
      the
      Loan Documents are required to be performed by it as a Lender.


2. Payments .
      From
      and after the Effective Date, the Administrative Agent shall make all payments
      in respect of the Assigned Interest (including payments of principal, interest,
      fees and other amounts) to the Assignor for amounts which have accrued to but
      excluding the Effective Date and to the Assignee for amounts which have accrued
      from and after the Effective Date.





Exhibit
            B - page -3-





3. General
      Provisions .
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery of an executed counterpart of a
      signature page of this Assignment and Assumption by telecopy shall be effective
      as delivery of a manually executed counterpart of this Assignment and
      Assumption. This Assignment and Assumption shall be governed by, and construed
      in accordance with, the law of the State of New York.





Exhibit
            B - page -4-





**EXHIBIT
      B**





**COMPLIANCE
      CERTIFICATE**





**FOR
      THE PERIOD FROM** **_____** **,
      200_** **TO_____** **,
      200** **_**





This
      certificate dated as of ______________, _______ is prepared pursuant to the
      Fourth Amended and Restated Credit Agreement dated as of June___, 2005 (as
      amended, supplemented or otherwise modified from time to time, the "Credit
      Agreement") among Brigham Oil & Gas, L.P., a Delaware limited partnership
      ("Borrower"), Brigham Exploration Company, a Delaware corporation, Brigham,
      Inc., a Nevada corporation, the lenders party thereto (the "Lenders"), and
      Bank
      of America, N.A., as administrative agent for such Lenders (in such capacity,
      the "Administrative Agent"). Unless otherwise defined in this certificate,
      capitalized terms that are defined in the Credit Agreement shall have the
      meanings assigned to them by the Credit Agreement.





Brigham
      Exploration hereby certifies (a) that no Default or Event of Default has
      occurred or is continuing, (b) that all of the representations and warranties
      made by each of the Credit Parties in the Credit Agreement and the other Loan
      Documents are true and correct in all material respects as if made on this
      date
      (unless such representations and warranties are stated to relate to a specific
      earlier date, in which case such representations and warranties shall be true
      and correct in all material respects as of such earlier date), and (c) that
      as
      of the date hereof, the following amounts and calculations are true and
      correct:





1.
              Section
                  6.18Current
                  Ratio.(a)
              consolidated
                  current assets of Brigham Exploration and its consolidated Subsidiaries
                  (including the Unused Commitment Amount as of the date of
                  calculation)
              
              $(b)
              consolidated
                  current liabilities of Brigham Exploration and its consolidated
                  Subsidiaries (excluding current maturities of long-term
                  debt)
              
              $Current
                  Ratio = (a) divided by (b)Minimum
                  Current Ratio
              
              
              1.00
                  to 1.00Compliance
              
              
              Yes        No2.
              Section
                  6.19Interest
                  Coverage Ratio.(a)
              Consolidated
                  Net Income
              
              $
  Exhibit
            B - page -5-
  (b)
              Interest
                  Expense
              
              $(c)
              taxes,
                  depreciation, amortization, depletion, and other non-cash
                  charges
              
              $(d)
              all
                  non-cash income
              
              $(e)
              EBITDA
                  = (a) + (b) + (c) - (d)
              
              $Interest
                  Coverage Ratio = (e) divided by (b)Minimum
                  Interest Coverage Ratio for each twelve-month period ending at
                  the end of
                  each fiscal quarter
              
              
              3.00
                  to 1.00Compliance
              
              
              Yes        No




IN
      WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate
      as
      an officer of Brigham Exploration and not in my individual capacity as of
      _______ ,
      _______.




BRIGHAM
                  EXPLORATION COMPANYBy:Name:Title:





Exhibit
            B - page -6-





**EXHIBIT
      C**





**NOTICE
      OF BORROWING**







[Date]







Bank
      of
      America, N.A., as Administrative Agent


Mail
      Code: NCI-001-15-04


One
      Independence Center


101
      N.
      Tryon Street


Charlotte,
      NC 28255-0001





Attention:
      Debbie M. Chapman, Credit Services





Ladies
      and Gentlemen:





The
      undersigned, Brigham Oil & Gas, L.P., a Delaware limited partnership
      ("Borrower"), refers to the Fourth Amended and Restated Credit Agreement dated
      as of June___, 2005 (as the same may be amended or modified from time-to-time,
      the "Credit Agreement," the defined terms of which are used in this Notice
      of
      Borrowing unless otherwise defined in this Notice of Borrowing) among the
      Borrower, Brigham Exploration Company, a Delaware corporation, Brigham, Inc.,
      a
      Nevada corporation, the lenders party thereto (the "Lenders"), and Bank of
      America, N.A., as administrative agent (the "Administrative Agent"), and hereby
      gives you irrevocable notice pursuant to Section 2.03(a) of the Credit Agreement
      that the undersigned hereby requests a Borrowing, and in connection with that
      request sets forth below the information relating to such Borrowing (the
      "Proposed Borrowing") as required by Section 2.03(a) of the Credit
      Agreement:





(a)
            The
                Business Day of the Proposed Borrowing is _____________,
                _____.





(b)
            The
                aggregate amount of the Proposed Borrowing is
                $____________.





(c)
            [The
                Interest Period for each Eurodollar Rate Advance made as part of
                the
                Proposed Borrowing is
                _____ month[s].]





The
      Borrower hereby certifies that the following statements are true on the date
      hereof, and will be true on the date of the Proposed Borrowing:





Exhibit C
            - page -1-





(i)
            the
                representations and warranties contained in Article IV of the Credit
                Agreement and each of the other Loan Documents are true and correct
                in all
                material respects, on and as of the date of the Proposed Borrowing,
                before
                and after giving effect to such Proposed Borrowing and to the application
                of the proceeds therefrom, as though made on the date of the Proposed
                Borrowing (unless such representations and warranties are stated
                to relate
                to a specific earlier date, in which case such representations and
                warranties shall be true and correct in all material respects as
                of such
                earlier date);





(ii)
            no
                Default has occurred and is continuing, or would result from such
                Proposed
                Borrowing or from the application of the proceeds therefrom;
                and





(iii)
            after
                giving effect to such Proposed Borrowing, no Borrowing Base Deficiency
                exists.





Very
                truly yours,BRIGHAM
                OIL & GAS, L.P.By:
            Brigham, Inc., its general partnerBy:Name:Title:




Exhibit C
            - page -2-





**EXHIBIT
      D**





**NOTICE
      OF CONVERSION OR CONTINUATION**








[Date]







Bank
      of
      America, N.A.


Mail
      Code: NCI-001-15-04


One
      Independence Center


101
      N.
      Tryon Street


Charlotte,
      NC 28255-0001





Attention:
      Debbie M. Chapman, Credit Services





Ladies
      and Gentlemen:





The
      undersigned, Brigham Oil & Gas, L.P., a Delaware limited partnership (the
      "Borrower"), refers to the Fourth Amended and Restated Credit Agreement dated
      as
      of June___, 2005 (as the same may be amended, modified, or supplemented from
      time-to-time, the "Credit Agreement", the defined terms of which are used in
      this Notice of Conversion or Continuation unless otherwise defined in this
      Notice of Conversion or Continuation) by and among the Borrower, Brigham
      Exploration Company, a Delaware corporation, Brigham, Inc., a Nevada
      corporation, the lenders party thereto ("Lenders"), and Bank of America, N.A.,
      as administrative agent ("Administrative Agent") for the Lenders, and hereby
      gives you irrevocable notice pursuant to Section 2.03(b) of the Credit Agreement
      that the undersigned hereby requests a [Conversion] [Continuation] of
      outstanding Advances, and in connection with that request sets forth below
      the
      information relating to such [Conversion][Continuation] (the "Proposed
      [Conversion][Continuation]") as required by Section 2.03(b) of the Credit
      Agreement:





(a)       The
      Business Day of the Proposed [Conversion][Continuation] is _______________,
      ____.





(b)       The
      aggregate amount of the existing Advance to be Converted or Continued is
      $_______ ("Existing Advance").





(c)       The
      Proposed [Conversion][Continuation] consists of [a Conversion of the Existing
      Advance to a [Base Rate Advance] [Eurodollar Rate Advance]] [a Continuation
      of
      the Existing Advance as a Eurodollar Rate Advance].





[(d)       The
      Interest Period for the Proposed [Conversion][Continuation] is ___
      month[s].]





-1-





The
      Borrower hereby certifies that the following statements are true on the date
      hereof, and will be true on the date of the Proposed
      [Conversion][Continuation]:





(i)       the
      representations and warranties contained in Article IV of the Credit Agreement
      and each of the other Loan Documents are true and correct in all material
      respects on and as of the requested funding date of this Proposed
      [Conversion][Continuation], before and after giving effect to such Proposed
      [Conversion][Continuation] and to the application of the proceeds from such
      Proposed [Conversion][Continuation], as though made on and as of the date of
      the
      Proposed [Conversion][Continuation] (unless such representations and warranties
      are stated to relate to a specific earlier date, in which case such
      representations and warranties shall be true and correct in all material
      respects as of such earlier date);





(ii)       no
      Default has occurred and is continuing or would result from such Proposed
      [Conversion][Continuation] or from the application of the proceeds therefrom;
      and





(iii)       after
      giving effect to such Proposed [Conversion][Continuation], no Borrowing Base
      Deficiency exists.


Very
                  truly yours,BRIGHAM
                  OIL & GAS, L.P.By:
              Brigham, Inc., its general partnerBy:Name:Title:




Exhibit
            D - page-2-





**EXHIBIT
      E**





**NOTE**





$__________________
              ______________,
                  ___





For
      value
      received, the undersigned BRIGHAM OIL & GAS, L.P., a Delaware limited
      partnership ("Borrower"), hereby promises to pay to the order
      of ______________ ("Payee")  the principal amount
      of _________________________ No/100 Dollars ($_________________) or, if less,
      the aggregate outstanding principal amount of the Advances (as defined in the
      Credit Agreement referred to below) made by the Payee to the Borrower, together
      with interest on the unpaid principal amount of the Advances from the date
      of
      such Advances until such principal amount is paid in full, at such interest
      rates, and at such times, as are specified in the Credit Agreement. The Borrower
      may make prepayments on this Note in accordance with the terms of the Credit
      Agreement (as defined below).





This
      Note
      is one of the Notes referred to in, and is entitled to the benefits of, and
      is
      subject to the terms of, the Fourth Amended and Restated Credit Agreement dated
      as of June___, 2005, (as the same may be amended or modified from time to time,
      the "Credit Agreement"), among the Borrower, Brigham Exploration Company, a
      Delaware corporation, Brigham, Inc., a Nevada corporation, the lenders party
      thereto (the "Lenders"), and Bank of America, N.A, as administrative agent
      (the
      "Administrative Agent") for the Lenders. Capitalized terms used in this Note
      that are defined in the Credit Agreement and not otherwise defined in this
      Note
      have the meanings assigned to such terms in the Credit Agreement. The Credit
      Agreement, among other things, (a) provides for the making of the Advances
      by
      the Payee to the Borrower in an aggregate amount not to exceed at any time
      outstanding the Dollar amount first above mentioned, the indebtedness of the
      Borrower resulting from each such Advance being evidenced by this Note, and
      (b)
      contains provisions for acceleration of the maturity of this Note upon the
      happening of certain events stated in the Credit Agreement and for prepayments
      of principal prior to the maturity of this Note upon the terms and conditions
      specified in the Credit Agreement.





Both
      principal and interest are payable in lawful money of the United States of
      America to the Administrative Agent at such location or address specified by
      the
      Administrative Agent to the Borrower in same day funds. The Payee shall record
      payments of principal made under this Note, but no failure of the Payee to
      make
      such recordings shall affect the Borrower's repayment obligations under this
      Note.





This
      Note
      is secured by the Security Instruments and guaranteed pursuant to Article VIII
      of the Credit Agreement.





Except
      as
      specifically provided in the Credit Agreement, the Borrower hereby waives
      presentment, demand, protest, notice of intent to accelerate, notice of
      acceleration, and any other notice of any kind. No failure to exercise, and
      no
      delay in exercising, any rights hereunder on the part of the holder of this
      Note
      shall operate as a waiver of such rights.





**THIS
      NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
      LAWS OF THE STATE OF NEW YORK.**







**THIS
      NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
      OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.**





**THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.** ****


BRIGHAM
                  OIL & GAS, L.P.By:
              Brigham, Inc., its general partnerBy:Name:Title:











**EXHIBIT
      F**





NOTICE
      OF
      CONFIDENTIALITY RIGHTS—IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY
      OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD
      IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
      NUMBER.








**SECOND
      AMENDMENT TO AND ASSIGNMENT OF AMENDED AND RESTATED MORTGAGE, DEED OF TRUST,
      ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING
      STATEMENT**





by
      and
      among





**BRIGHAM
      OIL & GAS, L.P.**


a
      Delaware limited partnership,


as
      grantor and mortgagor,





**SOCIÉTÉ
      GÉNÉRALE,**


as
      assignor





**JEFFREY
      H. RATHKAMP**


as
      successor Trustee





FOR
      THE
      BENEFIT OF





**BANK
      OF AMERICA, N.A.** ,


as
      Administrative Agent,


as
      beneficiary,





AND
      TO





**BANK
      OF AMERICA, N.A.** ,


as
      Administrative Agent,


as
      Mortgagee





THIS
      INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING
      OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS
      INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO ACCOUNTS RESULTING
      FROM
      THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS MORTGAGOR'S INTEREST
      IN FIXTURES .
      THIS
      AMENDMENT IS A FINANCING STATEMENT, AMONG OTHER THINGS, AND AS SUCH, THIS
      INSTRUMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE
      RECORDS.





Prepared
      by and after recording return to **:**


Bracewell
      & Giuliani L.L.P.


c/o
M.
      Catherine Özdoğan


711
      Louisiana Street, Suite 2900


Houston,
      Texas 77002









**SECOND
      AMENDMENT TO AND ASSIGNMENT OF AMENDED AND RESTATED MORTGAGE, DEED OF TRUST,
      ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING,
      AND**





**FINANCING
      STATEMENT**





THIS
      SECOND AMENDMENT TO AND ASSIGNMENT OF AMENDED AND RESTATED MORTGAGE, DEED OF
      TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING, AND
      FINANCING STATEMENT (this " Amendment ")
      dated
      effective as of June 29, 2005 (the " Effective
      Date ")
      is
      executed by **BRIGHAM
      OIL & GAS, L.P.** ,
      a
      Delaware limited partnership, whose address for notice is 6300 Bridge Point
      Parkway, Building 2, Suite 500, Austin, Texas 78730, as grantor and mortgagor
      (" Mortgagor "),
      Société Générale, having a mailing address of 1221 Avenue of the Americas, New
      York, New York 10020, herein the Original Mortgagee and the Assignor (each
      as
      defined below), Jeffrey H. Rathkamp, whose address for notice is 100 Federal
      Street, Boston, Massachusetts 02110, as successor Trustee (" Trustee "),
      and
      to and for the benefit of **BANK
      OF AMERICA, N.A.** ,
      whose
      address for notice is 100 Federal Street, Boston, Massachusetts 02110, as
      Administrative Agent (with any successor administrative agents, " Administrative
      Agent "),
      and
      mortgagee (" Mortgagee" ).





**RECITALS** :




A. In
      connection
      with and in order to secure the obligations of Mortgagor under that certain
      Third Amended and Restated Credit Agreement dated January 21, 2005 among
      Mortgagor, Société Générale, as administrative agent for the banks party thereto
      (the " Original
      Mortgagee "),
      and
      certain other lenders party thereto (the " Third
      Amended and Restated Credit Agreement "),
      Mortgagor, as grantor and mortgagor, executed and delivered that certain Amended
      and Restated Mortgage, Deed of Trust, Assignment of Production, Security
      Agreement, Fixture Filing, and Financing Statement dated as of March 21, 2003
      to
      CARY HUGHES, as trustee (the " Original
      Trustee "),
      and
      to and for the benefit of the Original Mortgagee (the " Amended
      and Restated Mortgage "),
      which
      instrument was amended and supplemented by (a) that certain First Supplement
      to
      Amended and Restated Mortgage, Deed of Trust, Assignment of Production, Security
      Agreement, Fixture Filing, and Financing Statement (the " First
      Supplement ")
      executed and delivered by Mortgagor to the Original Trustee and to and for
      the
      benefit of the Original Mortgagee and (b) that certain First Amendment to
      Amended and Restated Mortgage, Deed of Trust, Assignment of Production, Security
      Agreement, Fixture Filing, and Financing Statement (the "First Amendment")
      executed and delivered by Mortgagor to GRAEME
      BULLEN ("First
      Successor Trustee") and to and for the benefit of Original Mortgagee
      (collectively, the Amended and Restated Mortgage, the First Supplement, and
      the First Amendment are referred to herein as the " Original
      Mortgage ").
      The
      Original Mortgage has been filed of record and recorded as set forth in Schedule
      1 attached
      hereto and made a part hereof. The Original Mortgage encumbers the Mortgaged
      Property more particularly described therein.





B. Mortgagor,
      Administrative Agent, and certain other lenders party thereto from time to
      time
      are parties to that certain Fourth Amended and Restated Credit Agreement dated
      effective as of June 29, 2005, and all supplements thereto and amendments or
      modifications thereof, and all agreements, given in substitution therefore
      or in
      restatement, renewal or extension thereof, in whole or in part (the
      " Fourth
      Amended and Restated Credit Agreement ")
      which
      amends and restates the Third Amended and Restated Credit Agreement; the Fourth
      Amended and Restated Credit Agreement constitutes for all purposes an amendment
      and restatement of the Third Amended and Restated Credit Agreement and not
      a new
      or substitute agreement. Administrative Agent and the other lenders party to
      the
      Fourth Amended and Restated Credit Agreement from time to time may be referred
      to periodically herein as, individually, a " Lender "
      and,
      collectively, as the " Lenders ."




1




C. The
      Original
      Mortgagee has agreed to assign its interests under the Original Mortgage to
      the
      Administrative Agent and Mortgagee.





D. Pursuant
      to
      the Fourth Amended and Restated Credit Agreement, Mortgagor has agreed to enter
      into this Amendment. In addition, the execution and delivery of this Amendment
      by Mortgagor to Trustee and to Mortgagee is a condition to the Lenders'
      obligations under the Fourth Amended and Restated Credit Agreement.





E. Capitalized
      terms not defined in this Amendment have the meanings assigned to such terms
      in
      the Original Mortgage.





NOW,
      THEREFORE, in consideration of the foregoing, in order to comply with the terms,
      provisions, and conditions of the Fourth Amended and Restated Credit Agreement,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, Mortgagor, Trustee, and Mortgagee hereby agree
      as
      follows:





**ARTICLE
      I** **Assignment** **.
      The Original Mortgagee (the "** **Assignor** **"),
      hereby SEVERALLY GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS AND CONVEYS,
      without recourse on or warranty or representation, express or implied, statutory
      or otherwise by such Administrative Agent and the Mortgagee all of the
      Assignor’s rights, estates, titles, interests, liens, security interests,
      privileges, claims, demands and equities existing and to be existing in
      connection with the Original Mortgage (the "** **Assigned
      Rights** **").**





**TO
      HAVE AND TO HOLD the Assigned Rights unto the Administrative Agent and the
      Mortgagee, for the benefit of their successors and assigns,
      forever.**





**ARTICLE
      II** **Amendments
      to Original Mortgage** **.
      The Original Mortgage is hereby amended as follows:**





Section
      1. All
      references to the "Administrative Agent" or to the "Mortgagee" shall be amended
      to refer to Bank of America, N.A., in its capacity as Administrative Agent
      under
      the Fourth Amended and Restated Credit Agreement.





2





Section
      2. As
      applicable and where appropriate, all references in the Original Mortgage to
      the
      Third Amended and Restated Credit Agreement (other than in the Recitals thereto)
      are hereby deleted and replaced with references to the Fourth Amended and
      Restated Credit Agreement. The term " Fourth
      Amended and Restated Credit Agreement "
      has the
      meaning set forth in Recital B to this Amendment and is hereby incorporated
      into
      the Original Mortgage.





Section
      3. Section 1.03(b) of
      the Original Mortgage is hereby deleted in its entirety and replaced with the
      following:





"Full
      payment and performance of all promissory notes, letters of credit, or other
      evidences of indebtedness issued from time to time pursuant to the Fourth
      Amended and Restated Credit Agreement, including, without limitation, those
      certain promissory notes having a maturity date of June 29, 2010."








ARTICLE
      IIIAPPOINTMENT
      OF SUCCESSOR TRUSTEE.
      PURSUANT TO AND IN ACCORDANCE WITH MORTGAGEE'S RIGHTS AND POWERS GRANTED UNDER
      SECTION 5.02 OF THE ORIGINAL MORTGAGE, MORTGAGEE HEREBY REMOVES THE FIRST
      SUCCESSOR TRUSTEE UNDER THE ORIGINAL MORTGAGE AND APPOINTS JEFFREY H. RATHKAMP,
      WHOSE ADDRESS FOR PURPOSES OF THIS APPOINTMENT AND THIS AMENDMENT IS 100 FEDERAL
      STREET, BOSTON, MASSACHUSETTS 02110, AS SUCCESSOR TRUSTEE UNDER THE ORIGINAL
      MORTGAGE (AS AMENDED BY THIS AMENDMENT). AS FURTHER PROVIDED IN SECTION 5.02
      OF
      THE ORIGINAL MORTGAGE, THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE DOES HEREBY
      VEST IN SUCH SUCCESSOR TRUSTEE ALL THE ESTATE AND TITLE IN AND TO ALL OF THE
      MORTGAGED PROPERTY, AND HEREBY, THE SUCCESSOR TRUSTEE SUCCEEDS TO ALL OF THE
      RIGHTS, POWERS, PRIVILEGES, IMMUNITIES, AND DUTIES HEREBY CONFERRED UPON
      "TRUSTEE" NAMED IN THE ORIGINAL MORTGAGE.





ARTICLE
      IVEFFECT
      OF AMENDMENT.
      EXCEPT
      AS EXPRESSLY AMENDED AND SUPPLEMENTED HEREBY, THE ORIGINAL MORTGAGE SHALL REMAIN
      IN FULL FORCE AND EFFECT. NOTHING IN THIS AMENDMENT RELEASES ANY RIGHT, CLAIM,
      LIEN, SECURITY INTEREST OR ENTITLEMENT OF THE ADMINISTRATIVE AGENT OR THE
      LENDERS CREATED BY OR CONTAINED IN THE ORIGINAL MORTGAGE OR RELEASES THE
      MORTGAGOR FROM ANY COVENANT, WARRANTY OR OBLIGATION CREATED BY OR CONTAINED
      IN
      THE ORIGINAL MORTGAGE.


ARTICLE
      VCOUNTERPARTS.
      AS
      NOTED IN SECTION 6.09 OF THE ORIGINAL MORTGAGE, THE INSTRUMENT WAS EXECUTED
      IN
      SEVERAL COUNTERPARTS, ALL OF WHICH ARE IDENTICAL, EXCEPT THAT TO FACILITATE
      RECORDATION, WHERE THE MORTGAGED PROPERTY WAS SITUATED IN MORE THAN ONE COUNTY,
      DESCRIPTIONS OF ONLY THOSE PORTIONS OF THE MORTGAGED PROPERTY LOCATED IN THE
      COUNTY IN WHICH A PARTICULAR COUNTERPART WAS RECORDED WERE ATTACHED ASEXHIBIT
      ATHERETO.
      A COMPLETEEXHIBIT
      AFOR THE
      AMENDED AND RESTATED MORTGAGE WAS ATTACHED TO THE COUNTERPART FILED IN BROOKS
      COUNTY, TEXAS AS COUNTY CLERK'S FILE NUMBER 077753, IN VOLUME 232, AT PAGE
      1. A
      COMPLETEEXHIBIT
      AFOR THE
      FIRST SUPPLEMENT WAS ATTACHED TO THE COUNTERPART FILED IN BROOKS COUNTY, TEXAS
      AS COUNTY CLERK'S FILE NUMBER 079344, IN VOLUME 241, AT PAGE 307. A COMPLETEEXHIBIT
      AFOR THE
      FIRST AMENDMENT WAS ATTACHED TO THE COUNTERPART FILED IN BROOKS COUNTY, TEXAS
      AS
      COUNTY CLERK'S FILE NUMBER 080918, IN VOLUME 251, AT PAGE 39. THIS AMENDMENT
      IS
      ALSO BEING EXECUTED IN SEVERAL COUNTERPARTS, ALL OF WHICH ARE IDENTICAL, EXCEPT
      THAT TO FACILITATE RECORDATION, WHERE ADDITIONAL PROPERTY IS BEING ADDED TO
      THE
      MORTGAGED PROPERTY BY THE SUPPLEMENTING PARAGRAPHS OF THIS AMENDMENT AND SUCH
      PROPERTY IS SITUATED IN MORE THAN ONE COUNTY, DESCRIPTIONS OF ONLY THOSE
      PORTIONS OF THE MORTGAGED PROPERTY LOCATED IN THE COUNTY IN WHICH A PARTICULAR
      COUNTERPART IS RECORDED ARE ATTACHED ASEXHIBIT
      AHERETO.
      A COMPLETE LISTING OF ALL OF THE MORTGAGED PROPERTY CAN BE OBTAINED BY REFERENCE
      TO THEEXHIBIT
      AATTACHED
      TO THE COUNTERPART TO THE AMENDED AND RESTATED MORTGAGE FILED IN THE REAL
      PROPERTY RECORDS OF BROOKS COUNTY, TEXAS, THEEXHIBIT AATTACHED
      TO THE COUNTERPART TO THE FIRST SUPPLEMENT FILED IN THE REAL PROPERTY RECORDS
      OF
      BROOKS COUNTY, TEXAS, THEEXHIBIT
      AATTACHED
      TO THE COUNTERPART TO THE FIRST AMENDMENT FILED IN THE REAL PROPERTY RECORDS
      OF
      BROOKS COUNTY, TEXAS, AND THEEXHIBIT
      AATTACHED
      TO THE COUNTERPART TO THIS AMENDMENT FILED IN THE REAL PROPERTY RECORDS OF
      BROOKS COUNTY, TEXAS.




3




ARTICLE
      VIRATIFICATION
      OF ORIGINAL MORTGAGE.
      THE
      ORIGINAL MORTGAGE IS HEREBY RATIFIED, ADOPTED, CONFIRMED AND RENEWED, EXCEPT
      WITH RESPECT TO PROPERTIES, RIGHTS AND INTERESTS PREVIOUSLY RELEASED IN WRITING
      BY THE ADMINISTRATIVE AGENT. ALL REPRESENTATIONS, WARRANTIES AND COVENANTS
      OF
      THE MORTGAGOR IN THE ORIGINAL MORTGAGE ARE HEREBY REPEATED, REMADE AND
      INCORPORATED HEREIN BY REFERENCE ON AND AS OF THE DATE HEREOF, EXCEPT TO THE
      EXTENT CHANGED BY THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, THE ORIGINAL
      MORTGAGE, OR PREVIOUSLY RELEASED IN WRITING BY THE ADMINISTRATIVE AGENT AND
      EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES ARE STATED TO
      RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
      WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER
      DATE.





ARTICLE
      VIISUCCESSORS
      AND ASSIGNS.
      THE
      TERMS, PROVISIONS, COVENANTS AND CONDITIONS HEREOF SHALL BE BINDING UPON THE
      MORTGAGOR, AND THE SUCCESSORS AND ASSIGNS OF THE MORTGAGOR, AND SHALL INURE
      TO
      THE BENEFIT OF ADMINISTRATIVE AGENT AND ITS SUCCESSORS AND ASSIGNS. ALL
      REFERENCES IN THIS AMENDMENT TO MORTGAGOR, ADMINISTRATIVE AGENT OR LENDERS
      SHALL
      BE DEEMED TO INCLUDE SUCH SUCCESSORS OR ASSIGNS.





4




ARTICLE
      VIIIFURTHER
      ASSURANCES.
      THE
      ASSIGNOR HEREBY AUTHORIZES THE MORTGAGEE TO FILE ALL SUCH FURTHER RELEASES,
      AMENDMENTS, TERMINATION STATEMENTS, DOCUMENTS, AGREEMENTS, CERTIFICATES AND
      INSTRUMENTS AND DO SUCH FURTHER ACTS AS THE MORTGAGEE MAY REASONABLY REQUIRE
      TO
      MORE EFFECTIVELY EVIDENCE OR EFFECTUATE THE ASSIGNMENT DESCRIBED
      HEREIN.





ARTICLE
      IXMISCELLANEOUS.
      THIS
      AMENDMENT SHALL BE CONSIDERED A "SECURITY INSTRUMENT" AS SUCH TERM IS DEFINED
      IN
      THE ORIGINAL MORTGAGE.





ARTICLE
      XCHOICE
      OF LAW **.
      THIS AMENDMENT SHALL, WITHOUT REGARD TO CONFLICTS OF LAW, BE CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS
      APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE
      AND
      THE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT TO THE EXTENT THAT THE
      LAW
      OF A STATE IN WHICH A PORTION OF THE PROPERTY IS LOCATED (OR WHICH IS OTHERWISE
      APPLICABLE TO A PORTION OF THE PROPERTY) NECESSARILY GOVERNS WITH RESPECT TO
      PROCEDURAL AND SUBSTANTIVE MATTERS RELATING TO THE CREATION, PERFECTION AND
      ENFORCEMENT OF THE LIENS, SECURITY INTERESTS AND OTHER RIGHTS AND REMEDIES
      OF
      THE TRUSTEE OR ADMINISTRATIVE AGENT GRANTED HEREIN, THE LAW OF SUCH STATE SHALL
      APPLY AS TO THAT PORTION OF THE PROPERTY LOCATED IN (OR OTHERWISE SUBJECT TO
      THE
      LAWS OF) SUCH**





5





**NOTICE
      TO MORTGAGOR:**




**A
      POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. WITH RESPECT TO PORTIONS
      OF
      THE MORTGAGED PROPERTY LOCATED IN THE STATE OF OKLAHOMA, SUCH POWER OF SALE
      IS
      GRANTED PURSUANT TO THE OKLAHOMA MORTGAGE FORECLOSURE ACT (AS DEFINED IN SECTION
      1.01 OF THIS MORTGAGE). THIS POWER OF SALE MAY ALLOW TRUSTEE OR MORTGAGEE,
      AS
      APPLICABLE, TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT
      IN
      A FORECLOSURE ACTION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY MORTGAGOR
      UNDER THIS INSTRUMENT. THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY
      PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS ALL PRODUCTS AND
      PROCEEDS OF MORTGAGED PROPERTY.**


























[SIGNATURE
      PAGES FOLLOW]





6





[SIGNATURE
      PAGE TO SECOND MORTGAGE AMENDMENT - PAGE 1 OF 3]





IN
      WITNESS HEREOF, Mortgagor has executed and delivered this Amendment effective
      as
      of the day and year first above written.




MORTGAGOR:BRIGHAM
                  OIL & GAS, L.P., a Delaware limited partnershipBy:
              Brigham,
                Inc., a Nevada corporation, its General Partner/s/
                  Eugene B. Shepherd, Jr.Executive
                  Vice President andChief
                  Financial Officer










[SIGNATURE
      PAGE TO SECOND MORTGAGE AMENDMENT - PAGE 2 OF 3]





IN
      WITNESS HEREOF, Mortgagee has executed and delivered this Amendment effective
      as
      of the day and year first above written.




MORTGAGEE:BANK
                  OF AMERICA, N.A./s/
                    Jeffery H. RathkampDirector











[SIGNATURE
      PAGE TO SECOND MORTGAGE AMENDMENT - PAGE 3 OF 3]





IN
      WITNESS HEREOF, Assignor has executed and delivered this Amendment effective
      as
      of the day and year first above written.




ASSIGNOR:SOCIÉTÉ
                GÉNÉRALE/s/
                Graeme BullenVice
                  President











[ACKNOWLEDGEMENTS
      PAGE TO SECOND MORTGAGE AMENDMENT - PAGE 1 OF 3]





STATE
                OF TEXAS
            §§COUNTY
                OF TRAVIS
            §





Before
      me, a Notary Public in and for said county and state, on this June __, 2005,
      personally appeared EUGENE B. SHEPHERD, JR., to me known to be the identical
      person who subscribed the name of the maker thereof to the foregoing instrument
      as Executive Vice President and Chief Financial Officer of BRIGHAM, INC., a
      Nevada corporation, as general partner of BRIGHAM OIL & GAS, L.P., a
      Delaware limited partnership, and acknowledged to me that such person executed
      the same as such person's free and voluntary act and deed, and as the free
      and
      voluntary act and deed of such corporation for the uses and purposes therein
      set
      forth.





Notary
                Public in and for theState
                of TexasNotarial
                Seal:














[ACKNOWLEDGEMENTS
      PAGE TO SECOND MORTGAGE AMENDMENT - PAGE 2 OF 3]





STATE
                OF ___________
            §§COUNTY
                OF __________
            §





Before
      me, a Notary Public in and for said county and state, on this June __, 2005,
      personally appeared ___________________, to me known to be the identical person
      who subscribed the name of the maker thereof to the foregoing instrument as
      ______________ of Bank of America, N.A., and acknowledged to me that such person
      executed the same as such person's free and voluntary act and deed, and as
      the
      free and voluntary act and deed of such entity for the uses and purposes therein
      set forth.





Notary
                  Public in and for theState
                  of _______________Notarial
                Seal:











[ACKNOWLEDGEMENTS
      PAGE TO SECOND MORTGAGE AMENDMENT - PAGE 3 OF 3]





STATE
                OF TEXAS
            §§COUNTY
                OF HARRIS
            §





Before
      me, a Notary Public in and for said county and state, on this June __, 2005,
      personally appeared Graeme Bullen, to me known to be the identical person who
      subscribed the name of the maker thereof to the foregoing instrument as Vice
      President of Société Générale, and acknowledged to me that such person executed
      the same as such person's free and voluntary act and deed, and as the free
      and
      voluntary act and deed of such entity for the uses and purposes therein set
      forth.








Notary
                  Public in and for theState
                  of TexasNotarial
                  Seal: