Filed by Bowne Pure Compliance





Exhibit 10.43




THIRD AMENDMENT




This THIRD AMENDMENT (“Amendment”) dated as of November 7, 2008 (the
“Effective Date”), is 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”, together with
Brigham Exploration, each a “Guarantor” and collectively the “Guarantors”, and
together with Brigham Exploration and the Borrower, each a “Credit Party” and collectively
the “Credit Parties”), the Lenders party hereto, and Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”).



WHEREAS, the Borrower, the Guarantors, the lenders from time to time party thereto (the
“Lenders”), and the Administrative Agent are parties to the Fourth Amended and Restated
Credit Agreement dated as of June 29, 2005, as amended by the First Amendment thereto dated as of
April 10, 2006 and the Second Amendment thereto dated as of March 27, 2007 (as amended, the
“Credit Agreement”);



WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as
provided for herein;



NOW THEREFORE, in consideration of the premises and the mutual covenants,
representations and warranties contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



AGREEMENT




Section 1. Defined Terms. Unless otherwise defined in this Amendment, each
capitalized term used in this Amendment has the meaning given such term in the Credit Agreement.




Section 2. Amendments to the Credit Agreement.



(a) The pricing grid in the definition of “Applicable Margin” in Section 1.01
of the Credit Agreement is hereby restated in its entirety as follows:



	 	 	 	 	 	 	 
	 	 	Eurodollar Rate	 	Base Rate	 	 
	Utilization Percentage	 	Advances	 	Advances	 	Commitment Fees
	= 90%
	 	2.25%
	 	0.75%
	 	0.500%
	= 75% and < 90%
	 	2.00%
	 	0.50%
	 	0.500%
	= 50% and < 75%
	 	1.75%
	 	0.25%
	 	0.375%
	< 50%
	 	1.50%
	 	0.00%
	 	0.300%





 


 









 





(b) The definition of “Base Rate” in Section 1.01 of the Credit Agreement is
hereby restated in its entirety as follows:



"Base Rate” means for any day a fluctuating rate per annum equal to the
highest of the following, in each case, to the extent determinable by the
Administrative Agent: (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Eurodollar
Rate with respect to Interest Periods of one month determined as of approximately
11:00 a.m. (London time) on such day plus 1.50% and (c) 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.



(c) Section 1.01 of the Credit Agreement is hereby amended by adding the following new
defined term in its appropriate alphabetical order:



"Impacted Lender” means (a) any Lender that is a Defaulting Lender and
(b) any Lender as to which (i) the Administrative Agent or the Issuing Lender has a
good faith belief that such Lender has defaulted in fulfilling its obligations under
one or more other syndicated credit facilities or (ii) an entity that controls such
Lender has been deemed insolvent or become subject to a bankruptcy or insolvency
proceeding.



(d) The definition of “Majority Lenders” in Section 1.01 of the Credit
Agreement is hereby amended by adding the following at the end of such definition “provided
further that the Commitment of, and the portion of the unpaid principal amount of the Notes and
Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Majority Lenders”.



(e) Section 2.07(a)(iii)(F) of the Credit Agreement is hereby restated in its entirety
as follows:



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


 


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(f) Section 6.18 of the Credit Agreement is hereby amended by replacing “the Unused
Commitment Amount” with “the aggregate Unused Commitment Amount (excluding the Unused Commitment
Amount of any Defaulting Lender)”.



(g) Section 10.01 of the Credit Agreement is hereby amended by adding the following
paragraph at the end of such Section:



Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder, except
that the Commitment of such Lender may not be increased or extended without the
consent of such Lender.



(h) Schedule 1 to the Credit Agreement is hereby replaced in its entirety with
Schedule 1 attached hereto.



Section 3. Borrowing Base Redetermination. The Administrative Agent hereby notifies
the Borrower, and the undersigned Lenders hereby agree and acknowledge, that the amount of the
Borrowing Base has been redetermined by the Administrative Agent and the Lenders in accordance with
Section 2.02(b)(ii) of the Credit Agreement, and has been set by the Administrative Agent
and the Lenders at $145,000,100, effective as of November 7, 2008. The Borrowing Base shall remain
in effect at such level until the Borrowing Base is redetermined in accordance with the terms of
Section 2.02 of the Credit Agreement.



Section 4. Assignment and Assumption. For an agreed consideration, each of BNP
Paribas and Natixis (the “Assignors”) hereby irrevocably sells and assigns to Bank of
America, N.A. and Capital One, National Association (the “Assignees”), and each Assignee
hereby irrevocably purchases and assumes from the respective Assignors, subject to and in
accordance with the Credit Agreement and the Standard Terms and Conditions attached hereto as
Annex 1, as of the Effective Date (a) so much of the respective Assignors’ rights and
obligations in their respective capacities as Lenders under the Credit Agreement and any other
documents or instruments delivered pursuant thereto (including, without limitation, the Letters of
Credit) such that, after giving effect to this Amendment, the Pro Rata Share of each Lender, and
the Commitment of each Lender, shall be as set forth on Schedule 1 hereto and (b) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any
other right of the respective Assignors (in their respective capacities as Lenders) 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 (a) above (the rights
and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein
collectively as an “Assigned Interest”). Such sale and assignment is without recourse to
any Assignor and, except as expressly provided in this Amendment, without representation or
warranty by any Assignor. Each Assignor acknowledges and agrees that it is not entitled to any fee
under Section 5(c) of this Amendment.


 


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Section 5. Conditions to Effectiveness. This Amendment shall become effective as of
the Effective Date upon the satisfaction of the following conditions precedent:



(a) the Administrative Agent shall have received counterparts hereof duly executed by the
Borrower, each Guarantor, the Administrative Agent and each of the Lenders;



(b) the Administrative Agent shall have received a Note payable to the order of each Assignor
and Assignee that has requested a Note in the amount of its Commitment set forth on Schedule
1; and



(c) the Borrower shall have paid to the Administrative Agent for the account of each Assignee
and The Royal Bank of Scotland plc in accordance with their respective pro rata shares of the
increase in the Borrowing Base pursuant to this Amendment a fee in the total amount of 0.75%
multiplied by such increase in the Borrowing Base.



Section 6. Representations and Warranties. Each Credit Party hereby represents and
warrants that after giving effect hereto:



(a) the representations and warranties of such Credit Party contained in the Loan Documents
are true and correct in all material respects on and as of the Effective Date, other than those
representations and warranties that expressly relate solely to a specific earlier date, which shall
remain correct as of such earlier date; and



(b) no Default or Event of Default has occurred and is continuing.



Section 7. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and
acknowledges that its obligations under the Credit Agreement are in full force and effect and that
each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the
full and punctual payment, when due, whether at stated maturity or earlier by acceleration or
otherwise, all of the Obligations (subject to the terms of Article VIII of the Credit Agreement),
as such Obligations may have been amended by this Amendment. Each Guarantor hereby acknowledges
that its execution and delivery of this Amendment does not indicate or establish an approval or
consent requirement by the Guarantors in connection with the execution and delivery of amendments
to the Credit Agreement or any of the other Loan Documents.



Section 8. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



Section 9. Counterparts. This Amendment 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. Transmission by facsimile of an executed counterpart of this Amendment shall be deemed
to constitute due and sufficient delivery of such counterpart.



[Remainder of Page Intentionally Left Blank]



 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers as of the Effective Date.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	BRIGHAM OIL & GAS, L.P.
	 
	 	 	 	 
	 	 	By: Brigham, Inc., its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eugene B. Shepherd, Jr.
	 

	 	 	 	 
	 

	 	 	 	Eugene B. Shepherd, Jr.
	 

	 	 	 	Executive Vice President and
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	BRIGHAM EXPLORATION COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eugene B. Shepherd, Jr.
	 

	 	 	 	 
	 

	 	 	 	Eugene B. Shepherd, Jr.
	 

	 	 	 	Executive Vice President and
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	BRIGHAM, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eugene B. Shepherd, Jr.
	 

	 	 	 	 
	 

	 	 	 	Eugene B. Shepherd, Jr.
	 

	 	 	 	Executive Vice President and
	 

	 	 	 	Chief Financial Officer






Signature Page to Third Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Henry Pennell
	 

	 	 	 	 
	 

	 	Name:
	 	Henry Pennell
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






Signature Page to Third Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	 	LENDERS:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Rathkamp
	 

	 	 	 	 
	 

	 	 	 	Jeffrey H. Rathkamp
	 

	 	 	 	Managing Director






Signature Page to Third Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc
	 
	 	 	 	 
	 
	 	By:	 	/s/ Mark Lumpkin, Jr.
	 
	 	 	 	 
	 
	 	Name:	 	Mark Lumpkin, Jr.
	 
	 	 	 	 
	 
	 	Title:	 	Vice President
	 
	 	 	 	 






Signature Page to Third Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	 	BNP PARIBAS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Courtney Kubesch
	 

	 	 	 	 
	 

	 	Name:
	 	Courtney Kubesch
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Edward Pak
	 

	 	 	 	 
	 

	 	Name:
	 	Edward Pak
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






Signature Page to Third Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	 	NATIXIS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Donovan C. Broussard
	 

	 	 	 	 
	 

	 	Name:
	 	Donovan C. Broussard
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Liana Tchernysheva
	 

	 	 	 	 
	 

	 	Name:
	 	Liana Tchernysheva
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 






Signature Page to Third Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David L. Denbina, P.E.
	 

	 	 	 	 
	 

	 	Name:
	 	David L. Denbina, P.E.
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 






Signature Page to Third Amendment 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.
	 	$	45,344,836.83	 	 	 	22.672418416	%
	The Royal Bank of Scotland plc
	 	$	41,250,000.00	 	 	 	20.625000000	%
	BNP Paribas
	 	$	38,405,214.89	 	 	 	19.202607446	%
	Natixis
	 	$	34,913,769.03	 	 	 	17.456884512	%
	Capital One, National Association
	 	$	40,086,179.25	 	 	 	20.043089625	%
	Total
	 	$	200,000,000.00	 	 	 	100.000000000	%






 


 









 







Annex 1




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION





1. Representations and Warranties.



1.1. Assignor. Each Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the relevant Assigned Interest, (ii) such 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 Amendment 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. Each Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Amendment 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 relevant 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 Amendment and to purchase the relevant 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 such Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, any 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 each Assigned Interest (including payments of principal, interest, fees
and other amounts) to the relevant Assignor for amounts which have accrued to but excluding the
Effective Date and to the relevant Assignee for amounts which have accrued from and after the
Effective Date.