Exhibit
        10.3
 
 **FIRST
        AMENDMENT TO**
 **SECOND
        AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT**
  THIS
        FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT
        (herein called this “ Amendment ”)
        is
        made as of the 29th day of June, 2005, by and among BRIGHAM OIL & GAS, L.P.,
        a Delaware limited partnership (the “ Borrower ”),
        BRIGHAM EXPLORATION COMPANY, a Delaware corporation (“ Brigham
        Exploration ”),
        BRIGHAM, INC., a Nevada corporation (the “ General
        Partner ”),
        the
        lenders party to the Agreement from time to time (the “ Lenders ”),
        and
        THE ROYAL BANK OF SCOTLAND plc, as Agent (in such capacity, the “ Agent ”).
 
 **W
        I T N E S S E T H:**
 
 WHEREAS,
        Borrower, Brigham Exploration and General Partner (collectively, the
“ Credit
        Parties ”),
        Agent, and Lenders have entered into that certain Second Amended and Restated
        Subordinated Credit Agreement dated as of January 21, 2005 (the “ Original
        Agreement ”),
        for
        the purposes and consideration therein expressed, pursuant to which Lenders
        made
        and became obligated to make loans to Borrower, which loans are unconditionally
        and irrevocably guaranteed by Brigham Exploration and General Partner
        (collectively, the “ Guarantors ”),
        all
        as therein provided;
 
 WHEREAS,
        Credit Parties, Agent, and Lenders desire to amend the Original Agreement
        for
        the purposes described herein;
 
 NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements contained herein and in the Original Agreement, in consideration
        of
        the loans which may hereafter be made by Lenders to Borrower, and for other
        good
        and valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties hereto do hereby agree as follows:
 
 **ARTICLE
        I.**
 **DEFINITIONS
        AND REFERENCES**
 
 Section
        1.1.  Defined
        Terms .
        Unless
        the context otherwise requires or unless otherwise expressly defined herein,
        the
        terms defined in the Original Agreement shall have the same meanings whenever
        used in this Amendment. As used herein, the following terms shall have the
        following meanings:
 
 “ Credit
        Agreement ”
        means
        the Original Agreement as amended by this Amendment.
  
  **ARTICLE
        II.**
 **AMENDMENTS**
 
 Section
        2.1.  Definitions .
 
 (a)  The
        definitions of “ Commitment ”,
        “ Commitment
        Termination Date ”,
        “ Margin ”,
        “ Maturity
        Date ”,
        and
“ Senior
        Credit Agreement ”
        contained in Section 1.01 of the Original Agreement are hereby deleted
        in
        their entirety and replaced by the following:
 
 “ 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
        Agent pursuant to Section
        10.06(c) ,
        as such
        amount may be reduced or terminated pursuant to Section
        2.04 or Article
        VII or
        otherwise under this Agreement. The aggregate amount of the Commitments is
        $40,000,000.
 
 “ Commitment
        Termination Date ”
        means
        the earlier of (a) December 29, 2006 and (b) the earlier termination in whole
        of
        the Commitments pursuant to Section
        2.04 or Article
        VII or
        otherwise under this Agreement.
 
 “ Margin ”
        means,
        as of any date of determination, the applicable percentage set forth below,
        determined as a function of the Senior Utilization Percentage and the aggregate
        outstanding principal amounts on such date (“ Outstanding
        Advances ”):
 
 Senior
                Utilization
                Percentage
              Outstanding
                Advances
                  ≤
                $30,000,000
              Outstanding
                Advances
                  >
                $30,000,000
                  and ≤
                $35,000,000
              Outstanding
                Advances
                  >
                $35,000,000≥
                  90%
              3.90%
              4.25%
              4.50%≥
                  75% and <90%
              3.90%
              4.25%
              4.50%≥
                  50% and <75%
              3.90%
              3.90%
              3.90%<
                  50%
              3.90%
              3.90%
              3.90%
  “ Maturity
        Date ”
        means
        June 29, 2010.
 
 “ Senior
        Credit Agreement ”
        means
        the Fourth Amended and Restated Credit Agreement dated as of June 29, 2005,
        among the Borrower, Brigham Exploration, the General Partner, the lenders
        party
        thereto from time to time (the “ Senior
        Lenders ”),
        Bank
        of America, N.A., as administrative agent for the senior lenders (the
“ Senior
        Agent ”)
        and as
        issuing lender for the Senior Lenders (the “ Issuing
        Lender ”),
        Banc
        of America Securities LLC, as lead arranger, The Royal Bank of Scotland plc,
        as
        co-arranger and as documentation agent (the “ Documentation
        Agent ”),
        and
        BNP Paribas, as co-arranger (in such capacity together with the Royal Bank
        of
        Scotland plc in such capacity, the “ Co-Arrangers ”)
        and as
        Syndication Agent (the “ Syndication
        Agent ”).
  2
  (b)  Clause
        (j) of the definition of “ Debt ”,
        contained in Section 1.01 of the
        Original Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 “(j)  any
        obligations in connection with any volumetric production payments;”
 
 (c)  Clause
        (c) of the definition of “NPV”, contained in Section 1.01 of the Original
        Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 “(c)  the
        pricing assumptions used in determining NPV for any particular reserves shall
        be
        based upon the following price decks: (i) for natural gas, the Gas Strip
        Price,
        provided that if any Gas Strip Price is greater than $4.50 per MMBtu, the
        price
        shall be capped at $4.50 per MMBtu, and (ii) for crude oil, the Oil Strip
        Price,
        provided that if any Oil Strip Price is greater than $30 per barrel, the
        price
        shall be capped at $30 per barrel, and”
 
 (d)  The
        following definitions are hereby added to Section
        1.01 of the
        Original Agreement:
 
 “ First
        Amendment ”
        means
        the First Amendment to Second Amended and Restated Subordinated Credit Agreement
        dated as of June 29, 2005, among the Borrower, Brigham Exploration, the General
        Partner, the Lenders and the Agent.
 
 “ First
        Amendment Effective Date ”
        means
        the first Business Day after all conditions to effectiveness set forth in Section
        3.1 of the
        First Amendment have been satisfied in accordance with the terms
        thereof.
 
 “ Notice
        of Borrowing ”
        means a
        notice of borrowing in the form attached as Exhibit
        A to the
        First Amendment.
 
 “ Senior
        Utilization Percentage ”
        means
        the “Utilization Percentage” as defined and in effect at the time in question
        under the Senior Credit Agreement.
 
 “ Unused
        Subordinated Commitment Amount ”
        means,
        with respect to a Lender at any time, such Lender’s Commitment at such time as
        it may be reduced from time to time pursuant to Section
        2.04 minus,
        the aggregate outstanding principal amount of all Advances owed to such Lender
        at such time.
 
 (e)  The
        definitions of “ Augmenting
        Lenders ”,
        “ Increasing
        Lender ”,
        “ Incremental
        Lenders ”,
        “ Incremental
        Commitment Amount ”
        are
        hereby deleted from Section
        1.01 of the
        Original Agreement.
  3
  Section
        2.2.  Section
        2.01(a) of the
        Original Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 “(a)  Advances .
        Each
        Lender severally agrees, on the terms and conditions set forth in this
        Agreement, to (i) make an Advance to the Borrower for a Borrowing in an
        aggregate amount of $10,000,000 on the First Amendment Effective Date and
        (ii)
        make Advances to the Borrower from time to time during the period from the
        date
        of the First Amendment Effective Date until the Commitment Termination Date
        in
        an amount for each Lender not to exceed such Lender’s Unused Subordinated
        Commitment Amount. Each Borrowing shall be in an aggregate amount not less
        than
        $5,000,000 and in integral multiples of $5,000,000 in excess thereof. Principal
        payments made after the Closing Date may not be reborrowed. Each Notice of
        Borrowing shall be irrevocable and binding on the Borrower. Any
        Advance made after the First Amendment Effective Date shall be made at least
        three Business Days after a Notice of Borrowing is received by the Agent.”
  Section
        2.3. Section
        2.01(c) of the
        Original Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 “ Intentionally
        Omitted .”
 
 Section
        2.4.  Section
        2.03 of the
        Original Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 “Section
        2.03. Method
        of Borrowing .
        (a)  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. (New York time) by the Borrower to the Agent in accordance
        with Section
        2.01(a) ,
        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 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. (New York time) on the date of
        such
        Borrowing, make available for the account of its Applicable Lending Office
        to
        the Agent at its address referred to in Section
        10.02 ,
        or such
        other location as the 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 Agent’s receipt of such funds and upon fulfillment of the
        applicable conditions set forth in Article
        III ,
        the
        Agent shall make such funds available to the Borrower at its account with
        the
        Agent.
  (b)  Certain
        Limitations .
        Notwithstanding anything to the contrary contained in paragraph (a)
        above:
 
 (i)  if
        any
        Lender shall, at least one Business Day before the date of any requested
        Borrowing, or continuation, notify the 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 Agent that the circumstances causing such suspension no
        longer
        exist, and the Advance made by such Lender in respect of such Borrowing or
        continuation shall be a Base Rate Advance;
  4
  (ii)  if
        the
        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 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
 
 (c)  Lender
        Obligations Several .
        The
        obligations of the Lenders hereunder to make Advances and to make payments
        pursuant to Section
        10.04(c) are
        several and not joint. The failure of any Lender to make any Advance 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) .
 
 (d)  Failure
        to Satisfy Conditions Precedent .
        If any
        Lender makes available to the 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 Agent because the conditions
        to the applicable Borrowing set forth in Article
        III are not
        satisfied or waived in accordance with the terms hereof, the Agent shall
        return
        such funds (in like funds as received from such Lender) to such Lender, without
        interest.”
 
 Section
        2.5.  Section
        2.05 of the
        Original Agreement is hereby amended by the following clause (e)
        thereto:
 
 “(e)  Accrued
        Interest .
        Each
        prepayment under this Section
        2.05 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.”
 
 Section
        2.6.  Section
        2.08 of the
        Original Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 “Section
        2.08 Fees .
 
 (a)  Commitment
        Fees .
        The
        Borrower agrees to pay to the Agent for the account of each Lender a commitment
        fee at a per annum rate equal to 0.750% for commitment fees on the average
        daily
        Unused Subordinated 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.
 
 5
  (b) Advance
        Fees .
        The
        Borrower agrees to pay to the Agent for the account of the Lenders in connection
        with any Advances hereunder, a fee in an amount equal to 0.50% multiplied
        by the
        amount of such Advance. Such fee shall be due and payable on the date of
        any
        Advance after the Advance on the First Amendment Effective Date.”
 
 Section
        2.7. Section
        2.09(c) of the Original Agreement is hereby deleted in its entirety and replaced
        by the following:
 
 “(c) Usury
        Recapture .
 
 (i)  If,
        with
        respect to any Lender, the effective rate of interest contracted for under
        the
        Subordinated Loan Documents, including the stated rates of interest and fees
        contracted for hereunder and any other amounts contracted for under the
        Subordinated 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 Subordinated 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 Subordinated 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 SUBORDINATED 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**** .”
  6
  Section
        2.8. Section
        3.01 of the Original Agreement is hereby amended by adding the following
        new
        clause (k) at the end of such Section:
 
 “(k)  Notice
        of Borrowing .
        The
        Agent shall have received a Notice of Borrowing with the appropriate insertions
        and executed by a duly authorized Responsible Officer of the General
        Partner.”
 
 Section
        2.9. Section 5.06(g) of the Original Agreement is hereby deleted in its entirety
        and replaced by the following:
 
 “(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 Agent for the following fiscal year;”
 
 Section
        2.10. Section 5.06(k) of the Original Agreement is hereby deleted in its
        entirety and replaced by the following:
 
 “(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;”
 
 Section
        2.11. Sections 5.15(a) and 5.15(b) of the Original Agreement are hereby deleted
        in their entirety and replaced by the following:
 
 “(a)  The
        Borrower shall deliver to the 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, together with such
        other
        reports, data and supplemental information as may be reasonably requested
        by the
        Agent with respect to the Oil and Gas Properties included or to be included
        in
        the calculation of Total NPV hereunder.
 
 (b)  The
        Borrower shall deliver to the 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, together with such other reports, data
        and
        supplemental information as may be reasonably requested by the Agent with
        respect to the Oil and Gas Properties included or to be included in the
        calculation of Total NPV hereunder.”
 
 Section
        2.12. Section
        6.18 of the
        Original Agreement is hereby deleted in its entirety and replaced by the
        following:
 
 7
  “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 (x)
        consolidated current assets and consolidated current liabilities will be
        calculated without including any amounts resulting from the application of
        FASB
        Statements 133 or 143, (y) the Unused Commitment Amount (as defined in the
        Senior Credit Agreement) and the Unused Subordinated Commitment Amount shall
        be
        treated as a consolidated current assets, and (z) the consolidated current
        liabilities will exclude current maturities of long-term debt.”
 
 Section
        2.13. Section
        10.04 of the Original Agreement is hereby deleted in its entirety and replaced
        by the following:
 
 “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
        Agent and its Affiliates (including the reasonable fees, charges and
        disbursements of counsel for the Agent), in connection with the preparation,
        negotiation, execution, delivery and administration of this Agreement and
        the
        other Subordinated 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 out of pocket expenses
        incurred by the Agent or any Lender (including the fees, charges and
        disbursements of any counsel for the Agent or any Lender), and shall pay
        all
        fees and time charges for attorneys who may be employees of the Agent or
        any
        Lender, in connection with the enforcement or protection of its rights (A)
        in
        connection with this Agreement and the other Subordinated Loan Documents,
        including its rights under this Section, or (B) in connection with the Advances
        made, including all such out of pocket expenses incurred during any workout,
        restructuring or negotiations in respect of such Advances.
 
 (b)  Indemnification
        by the Borrower .
        The
        Borrower shall indemnify the Agent (and any sub-agent thereof) and each 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 Subordinated 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 the use or proposed use of the proceeds therefrom, (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 Subordinated 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.
  8
  (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
        Agent (or any sub-agent thereof) or any Related Party of any of the foregoing,
        each Lender severally agrees to pay to the Agent (or any such sub-agent)
        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 Agent (or any such sub-agent)
        or
        against any Related Party of any of the foregoing acting for the Agent (or
        any
        such sub-agent) in connection with such capacity. The obligations of the
        Lenders
        under this subsection (c) are subject to the provisions of Section
        2.03(e).
 
 (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 Subordinated Loan Document or any agreement or instrument
        contemplated hereby, the transactions contemplated hereby or thereby, any
        Advance 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 Subordinated Loan Documents
        or
        the transactions contemplated hereby or thereby.
 
 (e)  Payments .
        All
        amounts due under this Section shall be payable not later than ten Business
        Days
        after demand therefor.
  9
  (f)  Survival .
        The
        agreements in this Section shall survive the resignation of the Agent, the
        replacement of any Lender, the termination of the aggregate Commitments and
        the
        repayment, satisfaction or discharge of all the other Subordinated
        Obligations.”
 
 Section
        2.14. Section
        10.06 of the Original Agreement is hereby amended by adding the following
        clauses (h) and (i) to the end of such Section:
 
 (h)  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 Subordinated
        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.
 
 (i)  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 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 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 Subordinated 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 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.”
 
 
 10
  Section
        2.15. Article
        X of the
        Original Agreement is hereby amended by adding the following Section 10.11and
        10.12:
 
 “Section
        10.11  Payments
        Set Aside .
        To the
        extent that any payment by or on behalf of the Borrower is made to the Agent
        or
        any Lender, or the Agent 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 Agent 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 severally
        agrees to pay to the Agent upon demand its applicable share (without
        duplication) of any amount so recovered from or repaid by the 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 under clause (b) of the preceding sentence
        shall
        survive the payment in full of the Subordinated Obligations and the termination
        of this Agreement
  Section
        10.12  USA
        PATRIOT Act Notice .
        Each
        Lender that is subject to the Act (as hereinafter defined) and the 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 Agent, as applicable, to identify
        the Borrower in accordance with the Act.
 
 Section
        2.16.  Schedule
        1 to the
        Original Agreement is hereby deleted in its entirety and replaced by Schedule
        1 attached
        to this Amendment.
 
 **ARTICLE
        III.**
 **CONDITIONS
        TO EFFECTIVENESS OF THE AMENDMENT**
 
 Section
        3.1. Effective
        Date .
        This
        Amendment shall become effective as of the date first above written when
        Agent
        shall have received all of the following:
 
 (a)  this
        Amendment, duly authorized, executed and delivered by the Credit Parties,
        Agent,
        and each Lender, and in form and substance satisfactory to Agent;
 
 (b)  an
        Amended and Restated Subordinated Note payable to the order of each Lender
        in
        the amount of its Commitment;
 
 11
   (c)  a
        favorable opinion dated as of the date of this Amendment of Thompson &
        Knight L.L.P., counsel to the Credit Parties, in form and substance satisfactory
        to the Agent covering such matters as any Lender through the Agent may
        reasonably request;
 
 (d)  copies
        of
        all amendments to the Senior Loan Documents and the Intercreditor and
        Subordination Agreement required to permit the execution, delivery and
        performance of the Credit Agreement, in form and substance satisfactory to
        Agent;
 
 (e)  copies,
        certified as of the date of this Agreement by a Responsible Officer or the
        secretary or an assistant secretary of the Borrower of (A) the resolutions
        of
        the applicable governing body of the Borrower approving this Amendment, (B)
        the
        organizational documents of the Borrower (to the extent the same have changed
        since copies thereof were delivered in connection with the Original Agreement),
        and (C) all other documents evidencing other necessary corporate action and
        governmental approvals, if any, with respect to this Amendment;
 
 (f)  certificates
        of a Responsible Officer or the secretary or an assistant secretary of the
        Borrower certifying the names and true signatures of the officers of the
        Borrower authorized to sign this Amendment;
 
 (g)  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 Amendment,
        (B) the
        organizational documents of such Guarantor (to the extent the same have changed
        since copies thereof were delivered in connection with the Original Agreement),
        and (C) all other documents evidencing other necessary corporate action and
        governmental approvals, if any, with respect to this Amendment;
 
 (h)  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 Amendment, the Security Instruments and the other
        Loan
        Documents to which such Guarantor is a party;
  (i)  payment
        of the reasonable fees and disbursements of Baker & McKenzie LLP relating to
        this Amendment as provided in Section 10.04 of the Credit Agreement (provided
        that if such fees and disbursements have not been invoiced to the Borrower
        at
        least one day prior to the delivery of this Amendment, such payment will
        not be
        a condition to the effectiveness hereof and the Borrower will pay such fees
        and
        disbursements promptly after receipt of such an invoice);
 
 (j)  the
        pay
        to the Agent of the fees described the letter dated June 29, 2005 among the
        Borrower and the Agent; and
 
 (k)  such
        other documents as Agent may reasonably request.
  12
  **ARTICLE
        IV.**
 **MISCELLANEOUS**
 
 Section
        4.1.  Ratification
        of Agreements .
        The
        Original Agreement as hereby amended is hereby ratified and confirmed in
        all
        respects. Without in any way modifying or limiting the foregoing, each of
        the
        undersigned Guarantors hereby (a) consents to the provisions of this
        Amendment and the transactions contemplated herein, and (b) ratifies
        and
        confirms its guaranty obligations made by it in favor of Agent for the benefit
        of each Lender pursuant to and in accordance with Article VIII of the Credit
        Agreement, and agrees that its obligations and covenants thereunder are
        unimpaired hereby and shall remain in full force and effect. Any reference
        to
        the Credit Agreement in any Subordinated Loan Document shall be deemed to
        be a
        reference to the Original Agreement as hereby amended. The Subordinated Loan
        Documents, as they may be amended or affected by this Amendment, are hereby
        ratified and confirmed in all respects. The execution, delivery and
        effectiveness of this Amendment shall not, except as expressly provided herein,
        operate as a waiver of any right, power or remedy of Lenders under the Credit
        Agreement, the Subordinated Note, or any other Subordinated Loan Document
        nor
        constitute a waiver of any provision of the Credit Agreement, the Subordinated
        Note, or any other Subordinated Loan Document.
 
 Section
        4.2.  Survival
        of Agreements .
        All
        representations, warranties, covenants and agreements of the Credit Parties
        herein shall survive the execution and delivery of this Amendment and the
        performance hereof, including without limitation the making, granting or
        maintenance of the Advances, and shall further survive until all of the
        Subordinated Obligations are paid in full. All statements and agreements
        contained in any certificate or instrument delivered by any Credit Party
        hereunder or under the Credit Agreement to any Lender shall be deemed to
        constitute representations and warranties by, and/or agreements and covenants
        of, such Credit Party under this Amendment and under the Credit Agreement.
 
 Section
        4.3.  Subordinated
        Loan Documents .
        This
        Amendment is a Subordinated Loan Document, and all provisions in the Credit
        Agreement pertaining to Subordinated Loan Documents apply hereto.
 
 Section
        4.4.  GOVERNING
        LAW .
        THIS
        AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
        WITH,
        THE LAWS OF THE STATE OF NEW YORK.
 
 Section
        4.5.  Counterparts .
        This
        Amendment may be separately executed in counterparts and by the different
        parties hereto in separate counterparts, each of which when so executed shall
        be
        deemed to constitute one and the same Amendment.
 
 **THIS
        AMENDMENT AND THE OTHER SUBORDINATED LOAN DOCUMENTS REPRESENT THE FINAL
        AGREEMENT BETWEEN 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.**
 
 13
  [Signatures
        on Following Page]
 
 
 14
  IN
        WITNESS WHEREOF, this Amendment is executed as of the date first above written.
 
 
 **BRIGHAM
                OIL & GAS, L.P.**/s/
                  Eugene B. Shepherd, Jr.Executive
                  Vice President &Chief
                  Financial Officer**BRIGHAM
                EXPLORATION COMPANY**/s/
                  Eugene B. Shepherd, Jr.Executive
                  Vice President &Chief
                  Financial Officer**BRIGHAM,
                INC.**/s/
                  Eugene B. Shepherd, Jr.Executive
                  Vice President &Chief
                  Financial Officer**THE
                ROYAL BANK OF SCOTLAND plc**,as
                Agent and Lender/s/
                  Phillip R. BallardSenior
                  Vice President
  15
   **EXHIBIT
        A**
 
 **NOTICE
        OF BORROWING**
  
 [Date]
 
  The
        Royal
        Bank of Scotland plc, as Agent
 101
        Park
        Avenue, 12th Floor
 New
        York,
        New York 10118
 
 Attention:
        ___________________
 
 Ladies
        and Gentlemen:
 
 The
        undersigned, Brigham Oil & Gas, L.P., a Delaware limited partnership
        (“ Borrower ”),
        refers to the Second Amended and Restated Credit Agreement dated as of January
        21, 2005, as amended by the First Amendment to Second Amended and Restated
        Credit Agreement dated as of June 29, 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
        The Royal Bank of Scotland plc, as agent (the “ 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
                  $____________.
 
 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:
 
 (i)
              the
                  representations and warranties contained inArticle
                  IVof
                  the Credit Agreement and each of the other Subordinated 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, the Borrower is in compliance
                  withSections
                  6.18,6.19and6.22of
                  the Credit Agreement.
 
 Very
                  truly yours,BRIGHAM
                OIL & GAS, L.P**BRIGHAM,
                Inc.,**its
                general partner/s/
                  Eugene B. Shepherd, JrExecutive
                  Vice President &Chief
                  Financial Officer




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