Exhibit 10.2


    
      
        

      

      Exhibit
        10.2

       

      RESIGNATION
        OF AGENT, APPOINTMENT OF SUCCESSOR AGENT

      AND
        ASSIGNMENT OF SECURITY INSTRUMENTS

       

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

       

      WHEREAS,
        the Borrower, the lenders named therein (collectively, the "Existing Lenders")
        and Assignor, as administrative agent are parties to that certain Third Amended
        and Restated Credit Agreement dated as of January 21, 2005, as amended (the
        "Existing Credit Agreement");

       

      WHEREAS,
        the Borrower, the lenders named therein (collectively, the "Lenders") and
        Assignee, as Administrative Agent desire to enter into that certain Fourth
        Amended and Restated Credit Agreement dated as of June 29, 2005, as amended
        (the
        "Credit Agreement"; the defined terms of which are used herein unless otherwise
        defined herein), which, among other things, amends and restates the Existing
        Credit Agreement in its entirety; and

       

      WHEREAS,
        in conjunction with the amendment and restatement of the Existing Credit
        Agreement, the Assignor desires to resign as administrative agent under the
        Existing Credit Agreement and the other Loan Documents, and the parties hereto
        wish to appoint Assignee as Administrative Agent.

       

      NOW
        THEREFORE, in consideration of the mutual agreements set forth herein, the
        parties hereto agree as follows:

       

      1. 
Resignation
        of Société Générale.
        The
        Assignor hereby gives written notice of and resigns as administrative agent.
        The
        provisions of Section 9.06 of the Credit Agreement shall apply to such
        resignation. The exculpatory provisions of Article IX of the Credit Agreement
        shall continue to apply after the execution of this Agreement to Assignor
        and
        its activities as administrative agent before the execution of this
        Agreement.

       

      2. 
Appointment
        of Replacement Agent.
        Pursuant to Section 9.01 of the Credit Agreement, the Lenders party to the
        Credit Agreement have agreed to and have appointed Assignee as the new
        Administrative Agent; provided,
        however,
        Assignee
        does not
        assume and shall not be obligated to pay, perform or discharge any claim,
        debt,
        obligation, expense or liability of the Assignor
        of
        any
        kind, whether known or unknown, absolute or contingent, under the Loan Documents
        or otherwise, arising out of any act or omission occurring on or before the
        date
        hereof under the Loan Documents.

       

      3. 
Assignment
        of Liens.
        The
        Assignor, as administrative agent, hereby transfers and assigns unto the
        Assignee all of its right, title and interest as administrative agent under
        and
        in the Security Instruments. The Assignor further agrees that it will execute
        any and all assignment and transfer documents necessary to effect or evidence
        such transfer and assignment. The Assignor also hereby authorizes the Assignee,
        as the Administrative Agent, to file any amendments to the financing statements.
        The transfer and assignment described in this Section 3 is expressly made
        without recourse upon the Assignor and without warranty by the Assignor of
        any
        kind, express, implied, statutory or otherwise, except that the Assignor
        represents and warrants that (i) Assignor is the legal and equitable owner
        and
        holder of the liens evidenced by the Security Instruments, as administrative
        agent on behalf of the Existing Lenders, (ii) Assignor has the right to assign
        same, and (iii) Assignor has not assigned, released, subordinated or granted
        any
        encumbrances against the Security Instruments evidenced thereby, except as
        otherwise permitted by the Credit Agreement.

       

      
        
          
          

        

        
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      4. 
All
        references in the Pledge Agreements to the Existing Credit Agreement shall
        be
        deemed to include the Credit Agreement and all references in the Pledge
        Agreements to "Secured Party" (or words of similar import) shall be deemed
        to
        include Assignee, in its capacity as Administrative Agent under the Credit
        Agreement.

       

      5. 
Counterparts.
        This
        Agreement may be executed in multiple counterparts and delivered by facsimile,
        each of which shall be deemed an original, and all of which taken together
        shall
        constitute one and the same agreement.

       

      6. 
Separability.
        Should
        any clause, sentence, paragraph or subsection of this Agreement be judicially
        declared to be invalid, unenforceable or void, such decision will not have
        the
        effect of invalidating or voiding the remainder of this Agreement, and the
        parties hereto agree that the part or parts of this Agreement so held to
        be
        invalid, unenforceable or void will be deemed to have been stricken herefrom
        by
        the parties hereto, and the remainder will have the same force and effectiveness
        as if such stricken part or parts had never been included herein.

       

      7. 
Effectiveness.
        This
        Agreement shall be effective on the date first written above when (a) the
        parties hereto shall have validly executed this Agreement and delivered such
        to
        the Assignee, and (b) the Borrower shall have paid all costs and expenses
        which
        have been invoiced and are payable pursuant to Section 10.04 of the
        Existing Credit Agreement.

       

      8. 
Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of New York and applicable federal law.

       

      [Remainder
        of this page intentionally left blank. Signature pages
        follow.]

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Resignation of Agent,
        Appointment of Successor Agent and Assignment of Security Instruments to
        be
        executed by their respective officers thereunto duly authorized, as of the
        date
        first above written.

      


      
        	 	 	
                SOCIÉTÉ
                  GÉNÉRALE,
                  as
                  Assignor

              	 
	 	 	 	 
	 	 	
                /s/
                  Graeme Bullen

              	 
	 	 	
                Vice
                  President

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                BANK
                  OF AMERICA, N.A., as
                  Assignee

              	 
	 	 	 	 
	 	 	
                /s/
                  Jeffrey H. Rathkamp

              	 
	 	 	
                Director

              	 
	 	 	 	 
	 	 	
                BRIGHAM
                  OIL & GAS, L.P.,
                  as
                  Borrower

              	 
	 	 	 	 
	 	 	
                By:
                  

              	
                Brigham,
                  Inc., a Nevada corporation, its General Partner

              	 
	 	 	 	 
	 	 	
                /s/
                  Eugene B. Shepherd, Jr.

              	 
	 	 	
                Executive
                  Vice President and

              	 
	 	 	
                Chief
                  Financial Officer