exv10w43






Exhibit 10.43




FOURTH AMENDMENT




     This FOURTH AMENDMENT (“Amendment”) entered into on May 13, 2009 to be
effective as of the Fourth Amendment Effective Date (as defined below) 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, the Second Amendment thereto dated as of March 27, 2007 and the Third Amendment
thereto dated as of November 7, 2008 (as amended, the “Credit Agreement”);



     WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as
provided for herein, subject to the conditions 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%
	 	 	3.50	%	 	 	2.50	%	 	 	0.500	%
	> 75% and < 90%
	 	 	3.25	%	 	 	2.25	%	 	 	0.500	%
	> 50% and < 75%
	 	 	3.00	%	 	 	2.00	%	 	 	0.500	%
	> 25% and < 50%
	 	 	2.75	%	 	 	1.75	%	 	 	0.500	%
	< 25%
	 	 	2.50	%	 	 	1.50	%	 	 	0.500	%






 









 






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





     "Fourth Amendment Effective Date” means the date on which all
conditions precedent to the Fourth Amendment to this Agreement among the Borrower,
the Guarantors, the Majority Lender and the Administrative Agent shall have been
met.



          (c) Section 6.19 of the Credit Agreement is hereby restated in its entirety as
follows:





     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) (a) ending on or before June 30, 2009,
to be less than 3.00 to 1.00, (b) ending on September 30, 2009, to be less than 2.75
to 1.00 and (c) ending thereafter, to be less than 2.00 to 1.00, in each case, for
each twelve month period ending at the end of each such fiscal quarter.



     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)(i) of the Credit Agreement, and has been set by the Administrative Agent
and the Lenders at $110,000,000, effective as of the Fourth Amendment Effective Date. 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. Interpretation. For the avoidance of doubt, the parties hereto acknowledge
and agree that they intend (and have always intended) for the reference to current maturities of
long-term debt in clause (c) of Section 6.18 of the Credit Agreement to include,
without limitation, all scheduled repayments of Advances under the Credit Agreement that are
required to be made within one year of any date in question.



     Section 5. Conditions to Effectiveness. This Amendment shall become effective as of
the Fourth Amendment 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 the Majority Lenders;




          (b) during the period from the date hereof through June 1, 2009, Brigham Exploration shall
have issued new shares of common stock in exchange for gross cash proceeds of at least
$75,000,000.00, and a portion of such proceeds shall have been applied to prepay the Advances in an
amount sufficient to eliminate any Borrowing Base Deficiency after giving effect to the reduction
in the Borrowing Base provided for in Section 3 hereof; and




          (c) the Borrower shall have paid the fees required to be paid on the Fourth Amendment
Effective Date pursuant to the fee letter dated as of the date hereof between the Borrower, the
Lead Arranger and the Administrative Agent.




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     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 date hereof and the Fourth Amendment
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 date first above
written.



	 	 	 	 	 
	 	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 Fourth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.




 









 








	 	 	 	 	 
	 
	 	 	 	 
	 

	 	ADMINISTRATIVE AGENT:
	 	 
	 
	 	 	 	 
	 

	 	BANK OF AMERICA, N.A.,	 	 
	 

	 	as Administrative Agent	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Alan Tapley	 	 
	 

	 	Name: Alan Tapley	 	 
	 

	 	Title: Officer	 	 






Signature Page to Fourth 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 Fourth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.




 









 








	 	 	 
	 

	 	THE ROYAL BANK OF SCOTLAND plc
	 
	 	 
	 

	 	By: /s/ Lucy Walker
	 

	 	Name: Lucy Walker
	 

	 	Title: Vice President






Signature Page to Fourth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.




 









 








	 	 	 
	 

	 	BNP PARIBAS
	 
	 	 
	 

	 	By: /s/ Richard Hawthorne
	 

	 	Name: Richard Hawthorne
	 

	 	Title: Director
	 
	 	 
	 

	 	By: /s/ Courtney Kubesch
	 

	 	Name: Courtney Kubesch
	 

	 	Title: Vice President






Signature Page to Fourth 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 Fourth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.




 









 








	 	 	 
	 

	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 
	 	 
	 

	 	By: /s/ Peter Shen
	 

	 	Name: Peter Shen
	 

	 	Title: Assistant Vice President






Signature Page to Fourth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.





 











 





	 	 	 
	 

	 	
	 

	 	Alan Tapley
	 

	 	Agency Management
	 

	 	Bank of America, N.A.
	 

	 	TX1-492-14-11
	 

	 	901 Main Street, 14th Floor
	 

	 	Dallas, TX 75202
	 

	 	V - 214.209.4125
	 

	 	F - 214.290.9507
	 

	 	alan.tapley@bankofamerica.com






May 27, 2009




TO: Lenders





			
	RE:	 	Brigham Oil & Gas, L.P. (“Borrower”) Fourth Amended and Restated Credit Agreement dated as
of June 29, 2005 (“Credit Agreement”)





Ladies and Gentlemen:



Reference is specifically made to the Credit Agreement, and all capitalized terms used herein, but
not otherwise defined, shall have the meaning ascribed to them in the Credit Agreement.



Bank of America, N.A., as Administrative Agent, is pleased to inform you that all conditions
precedent to the effectiveness of the Credit Agreement have been satisfied, and the Fourth
Amendment is effective as of May 27, 2009.



If you have any other questions please call Jeff Rathkamp at 617.434.7010 or me at 214.209.4125




Sincerely,

Bank of America, N.A., as Agent






Alan Tapley

Officer