Exhibit 10.45





Exhibit 10.45




FIFTH AMENDMENT




This FIFTH AMENDMENT (“Amendment”) dated as of July 24, 2009 (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, the Second Amendment thereto dated as of March 27, 2007, the Third Amendment
thereto dated as of November 7, 2008 and the Fourth Amendment thereto dated as of May 13, 2009 (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;



WHEREAS, Bank of America, N.A., The Royal Bank of Scotland plc, BNP Paribas and Capital One,
National Association (the “Assignors”) desire to sell and assign, and Natixis and Credit
Suisse, Cayman Islands Branch (the “Assignees”), desire to purchase and assume the
respective Assignors’ rights and obligations in their respective capacities as Lenders under the
Credit Agreement to the extent and subject to the terms and conditions set forth 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 following definition in Section 1.01 of the Credit Agreement is hereby amended
in its entirety as follows:




“Maturity Date” means July 24, 2012.


 


 









 





(b) The definition of the term “Subsidiary” in Section 1.01 of the Credit Agreement is
hereby amended by adding the following new sentence at the end thereof:




Regardless of whether the Williston Entity is required by GAAP to be included on
Brigham Exploration’s consolidated financial statements, and notwithstanding the
foregoing or anything to the contrary in any Loan Document, the Williston Entity
shall not be deemed a “Subsidiary” of the Borrower or any other Credit Party for any
purposes of this Agreement or any other Loan Document, including without limitation
the calculation of EBITDA, Funded Debt, Interest Expense, Interest Coverage Ratio,
Net Leverage Ratio, current assets or current liabilities.



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




“Funded Debt” means at any time the outstanding principal amount of all
Debt of Brigham Exploration and its consolidated Subsidiaries of the types described
in clauses (a), (b), (c) (other than undrawn or unfunded amounts under letters of
credit, bankers’ acceptances, surety or other bonds and similar instruments), (i)
and (j) of the definition of “Debt”, calculated on a consolidated basis as of such
time.




“Net Leverage Ratio” means for Brigham Exploration and its consolidated
Subsidiaries, as of the end of any fiscal quarter, the ratio of (a) Funded Debt as
of such date minus cash of Brigham Exploration and its consolidated
Subsidiaries as of such date not subject to any Liens other than Liens securing the
Obligations to (b) EBITDA calculated for the four fiscal quarters then ended.




“Williston Entity” means the Person in which the Credit Parties make
Investments permitted under Section 6.07(a)(iv) that is designated by the
Borrower to the Administrative Agent as the “Williston Entity”. The Borrower may
make only one such designation under this Agreement. The Williston Entity may or
may not, at the Borrower’s election, be a Person that would be required by GAAP to
be included on Brigham Exploration’s consolidated financial statements.




“Williston Transactions” has the meaning ascribed to such term in
Section 6.07(a)(iv).



(d) Section 2.02(c)(i) of the Credit Agreement is hereby amended by replacing “the
Borrower may request two additional redeterminations of the Borrowing Base during any 12-month
period” with “the Borrower may request one additional redetermination of the Borrowing Base during
any 12-month period”.


 


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(e) Section 2.02 of the Credit Agreement is hereby amended by adding the following as
new paragraph (e):



(e) Borrowing Base Reduction Upon Monetization of Hydrocarbon Hedge
Agreements. Immediately upon any termination of a Hydrocarbon Hedge Agreement or the creation of any offsetting position with
respect to any Hydrocarbon Hedge Agreement, which Hydrocarbon Hedge Agreement is, at
the time of such termination or offset, factored into the Administrative Agent’s
calculation of the Borrowing Base, the Borrowing Base shall be automatically reduced
in an amount equal to the economic value of the Hydrocarbon Hedge Agreement to the
extent terminated or offset, as determined by the Majority Lenders.



(f) Section 4.11(b) is hereby amended by replacing “the Equity Interests listed on
Schedule I to each of the Pledge Agreements will constitute all the issued and outstanding Equity
Interests” with “the Equity Interests listed on Schedule II to each of the Pledge Agreements will
constitute all the issued and outstanding Equity Interests owned by the pledgors thereunder”.




(g) Section 5.06 of the Credit Agreement is hereby amended by:




(1) re-lettering paragraph (o) thereof as paragraph (q);




(2) inserting the following as new paragraphs (o) and (p):




(o) Liquidity Requirement. As part of each quarterly Compliance
Certificate delivered under Section 5.06(c), or more frequently as the
Administrative Agent may request, a report in form and substance satisfactory to the
Administrative Agent as of the last day of such fiscal quarter or the date of such
request by the Administrative Agent, as applicable, calculating the aggregate Unused
Commitment Amounts (excluding (i) the Unused Commitment Amount of any Defaulting
Lender and (ii) any portion of the aggregate Unused Commitment Amounts, the
borrowing of which (A) is restricted by any indenture or any other agreement to
which any Credit Party is a party or (B) would cause a default or event of default
under any such indenture or agreement) and the balance of the blocked deposit
accounts and securities accounts pledged pursuant to Section 6.25 together
with any other information regarding such deposit accounts and securities accounts
requested by the Administrative Agent, certified as being true and correct by a
Responsible Officer of the Borrower.




(p) Monetization of Hydrocarbon Hedge Agreement. Prompt written notice
of any termination of a Hydrocarbon Hedge Agreement or the creation of any
offsetting position with respect to any Hydrocarbon Hedge Agreement, which
Hydrocarbon Hedge Agreement is, at the time of such termination or offset, factored
into the Administrative Agent’s calculation of the Borrowing Base.




(3) adding the following new sentence at the end thereof:




To the extent that any Credit Party is required to provide any financial statements
under this Agreement in accordance with GAAP (whether under Section 5.06(a) or (b)
or otherwise) and GAAP would require the Williston Entity to be included in such
financial statements, such Credit Party may at its option either (A)
provide such financial statements without including the Williston Entity or (B)
provide such financial statements that include the Williston Entity and also provide
a reconciliation that corrects for such inclusion of the Williston Entity.


 


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(h) Section 6.04 of the Credit Agreement is hereby amended by (i) deleting “and”
immediately before “(B)” and (ii) adding the following to the end of such Section: “and (C) if any
Limited Partner is merged with or into Brigham Exploration or a wholly owned Subsidiary of Brigham
Exploration pursuant to this Section 6.04, the Borrower shall provide the Administrative
Agent with ten Business Days’ written notice prior to such merger, and the Person owning the Equity
Interests in the Borrower after such merger shall grant a Lien on such Equity Interests pursuant to
documentation in form and substance satisfactory to the Administrative Agent and shall take all
action reasonably requested by the Administrative Agent in respect of the priority and perfection
of the Lien over such Equity Interests”.




(i) Section 6.05 of the Credit Agreement is hereby amended by:



(1) replacing “(c) Dispositions permitted under Section 6.04” with “(c) Dispositions
permitted under Section 6.04 and Section 6.07(a)(iv)”; and



(2) replacing “(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” with “(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 (provided that; farm-outs, participation agreements and other
similar forms of joint development agreements with respect to substantially undeveloped Oil and Gas
Properties in the Williston Basin shall not be subject to or included in the determination of such
$7,500,000 limit)”.



(j) Section 6.07 of the Credit Agreement is hereby amended by deleting “and” after
subsection (a)(ii), inserting “and” after subsection (a)(iii) and by inserting the following new
subsection (iv):




(iv) Investments by any Credit Party in the Williston Entity consisting only of
(A) the contribution or other transfer of interests in substantially undeveloped Oil
and Gas Properties in the Williston Basin (which may but need not be all of the
Credit Parties’ interests in all or any part of such Oil and Gas Properties), (B)
the contribution or other transfer of up to $50,000 in the aggregate in cash, and
(C) the provision of general, administrative and support services to the Williston
Entity that are performed by employees of the Credit Parties or that otherwise do
not exceed a fair market value of $100,000 in the aggregate per fiscal year, all of
which contributions, transfers and provision of services are herein collectively
called the “Williston Transactions”; provided, however, that no Credit Party will,
or will permit any of its Subsidiaries to (x) incur, assume, guarantee or be or
become liable for any Debt of the Williston Entity or (y) create Liens on the Equity
Interests owned by any Credit Party in the Williston Entity to secure Debt other
than the Obligations.


 


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(k) Section 6.08 of the Credit Agreement is hereby restated in its entirety as
follows:




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 and the Williston Transactions) 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.



(l) 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 to be less than, as of the end of any fiscal
quarter (calculated quarterly at the end of each fiscal quarter) (a) ending on June
30, 2009 and September 30, 2009, 2.50 to 1.00, (b) ending on December 31, 2009 and
March 31, 2010, 2.00 to 1.00, and (c) ending thereafter, 2.50 to 1.00, in each case,
for each twelve month period ending at the end of each such fiscal quarter.



(m) The following new Sections 6.24 and 6.25 are hereby added to the Credit
Agreement as follows:




Section 6.24 Net Leverage Ratio. Brigham Exploration shall not permit
the Net Leverage Ratio to be greater than, as of the end of any fiscal quarter
(calculated quarterly at the end of each fiscal quarter beginning with the fiscal
quarter ending September 30, 2009) (a) ending during the period from September 30,
2009 through September 30, 2010, 4.50 to 1.00, (b) ending on December 31, 2010 and
March 31, 2011, 4.25 to 1.00, and (c) ending thereafter, 4.00 to 1.00, in each case,
for each twelve month period ending at the end of each such fiscal quarter.




Section 6.25 Liquidity Requirement. At all times until the Preferred
Stock is redeemed, expires or the maturity date thereof is extended beyond the
Maturity Date, the Borrower shall maintain at least $10,000,000 of liquidity by
doing one or both of the following actions:




(a) maintaining aggregate Unused Commitment Amounts (excluding (i) the Unused
Commitment Amount of any Defaulting Lender and (ii) any portion of the aggregate
Unused Commitment Amounts, the borrowing of which (A) is restricted by any indenture
or any other agreement to which any Credit Party is a
party or (B) would cause a default or event of default under any such indenture
or agreement), and/or


 


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(b) maintaining a restricted deposit account and/or restricted securities
account with the Administrative Agent or another Lender or Affiliate of a Lender
acceptable to the Administrative Agent that has entered into a blocked account
control agreement acceptable to the Administrative Agent;




provided that, the sum of the aggregate Unused Commitment Amounts (excluding
(i) the Unused Commitment Amount of any Defaulting Lender and (ii) any portion of
the aggregate Unused Commitment Amounts, the borrowing of which (A) is restricted by
any indenture or any other agreement to which any Credit Party is a party or (B)
would cause a default or event of default under any such indenture or agreement)
plus the balances in all such restricted deposit accounts and restricted securities
accounts must equal or exceed $10,000,000; provided further that, any such
restricted securities accounts shall hold no investments other than (x) 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 270 days or
less from the date of acquisition thereof, (y) deposits maturing within 270 days
from the date of creation thereof with, including certificates of deposit issued by,
any Lender acceptable to the Administrative Agent 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 (z) deposits in money market funds investing exclusively in
investments described in clauses (x) and (y) above. The Borrower shall pledge to
the Administrative Agent, for the benefit of the Administrative Agent, the Issuing
Lender, the Lenders, and any Swap Counterparty, as collateral for the Obligations,
any such restricted deposit account or restricted securities account pursuant to
documentation in form and substance reasonably satisfactory to the Administrative
Agent (which documents are hereby consented to by the Lenders). The Borrower hereby
grants to the Administrative Agent, for the benefit of the Administrative Agent, the
Issuing Lender, the Lenders, and any Swap Counterparty, a security interest in all
such restricted deposit accounts and restricted securities accounts and all balances
and financial assets therein and all proceeds of the foregoing. Notwithstanding
anything to the contrary in this Section, amounts held in such restricted deposit
accounts and restricted securities accounts may be used by the Borrower to redeem
the Preferred Stock; provided that (i) no Default has occurred and is continuing or
would be caused thereby and (ii) the Borrower shall have delivered to the
Administrative Agent calculations in form and substance satisfactory to the
Administrative Agent certified by a Responsible Officer of Brigham Exploration
demonstrating that Brigham Exploration and its consolidated Subsidiaries are in
compliance, on a pro forma basis after giving effect to such redemption, with the
covenants contained in Sections 6.18, 6.19 and 6.24 recomputed as of the last day
of the most recently ended fiscal quarter of Brigham Exploration as if such
redemption had occurred on the first day of each relevant period for testing such
compliance.


 


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(n) Section 7.01(i) of the Credit Agreement is hereby restated in its entirety as
follows:




(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
(other than Oil and Gas Properties in the Williston Basin owned by the Williston
Entity and/or the General Partner).




(o) Section 10.01 of the Credit Agreement is hereby amended by:



(1) inserting “(other than a Hydrocarbon Hedge Agreement or Interest Hedge Agreement with a
Swap Counterparty)” immediately after “No amendment or waiver of any provision of this Agreement,
the Notes, or any other Loan Document”; and




(2) Restating subsections (d) and (e) in their entirety as follows:




(d) amend Section 2.11 or 7.06 or any other Section of the Credit
Agreement requiring pro rata sharing of payments among the Lenders in a manner that
would alter the pro rata sharing of payments required thereby without the written
consent of each Lender;




(e) amend Section 10.01 or the definition of “Majority Lenders” without
the written consent of each Lender;



(p) Exhibit B to the Credit Agreement is hereby amended in its entirety and replaced
by Exhibit B to this Amendment.



(q) Schedule 1 to the Credit Agreement is hereby amended in its entirety and replaced
by Schedule 1 to this Amendment.



Section 3. Assignment and Assumption. For an agreed consideration, each of the
Assignors hereby irrevocably sells and assigns to the respective 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

 


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 foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or
in equity to the extent 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. The Borrower shall prepay any Advances outstanding on
the Effective Date (and pay any additional amounts required pursuant to Section 2.12 of the Credit
Agreement) to the extent necessary to keep the outstanding Advances ratable with any revised Pro
Rata Shares arising from the assignment and assumption pursuant to this Section.



Section 4. 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;



(c) 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 pending or, to the knowledge of the Borrower and its Subsidiaries, threatened
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;



(d) since December 31, 2008, no event or circumstance that could cause a Material Adverse
Change shall have occurred and be continuing; and



(e) the Borrower shall have paid the fees required to be paid on the Effective Date pursuant
to the fee letter dated as of July 22, 2009 between the Borrower, the Lead Arranger and the
Administrative Agent.



Section 5. 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 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.


 


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Section 6. 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 7. Effect of Amendment,



(a) 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 any Lender, the Issuing
Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.



(b) Upon and after the execution of this Amendment by each of the parties hereto, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.



(c) This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.



(d) Except as specifically modified above, the Credit Agreement and the other Loan Documents
are and shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed.



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 Fifth 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 Fifth 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 Fifth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc

 	 
	 	By:  	/s/ Phil Ballard
 	 
	 	 	Name:  	Phil Ballard 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Fifth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 






	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	     /s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 



Signature Page to Fifth 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 Fifth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 





	 	 	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Scott L. Joyce
 	 
	 	 	Name:  	Scott L. Joyce 	 
	 	 	Title:  	Senior Vice President 	 




Signature Page to Fifth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.



 


 









 










	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Vanessa Gomez
 	 
	 	 	Name:  	Vanessa Gomez 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                              /s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 



Signature Page to Fifth Amendment to Credit Agreement

Brigham Oil & Gas, L.P.




 


 









 







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 29, 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 6.18 Current Ratio.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	consolidated current assets of
Brigham Exploration and its
consolidated Subsidiaries (including
the aggregate Unused Commitment
Amount other than the Unused
Commitment Amount of any
Defaulting Lender 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 1.00
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Compliance	 	 	 	Yes
	 	No	 	 






 


Exhibit B, Page 1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.	 	Section 6.19 Interest Coverage Ratio.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	Consolidated Net Income
	 	 	$ 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(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	 	 	 	[2.50 to 1.00]1
	 	 
	 

	 	 	 	 	 	 	 	 	 	[2.00 to 1.00]2
	 	 
	 

	 	 	 	 	 	 	 	 	 	[2.50 to 1.00]3
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Compliance	 	Yes
	 	No	 	 





 





	 	 	 
	1	 	Fiscal quarters ending on June 30, 2009 and September
30, 2009.

	 
	2	 	Fiscal quarters ending on December 31, 2009 and March
31, 2010.

	 
	3	 	Fiscal quarters ending thereafter.




 


Exhibit B, Page 2









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.	 	Section 6.24 Net Leverage Ratio.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	Funded Debt
	 	 	$ 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	cash not subject to Liens
other than Liens securing
the Obligations
	 	 	$ 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	EBITDA (See 2(e) above)
	 	 	$ 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Net Leverage Ratio = ((a) – (b)) divided by (c)	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Maximum Net Leverage Ratio for each
twelve-month period ending at the end of each
fiscal quarter commencing with the fiscal
quarter ending September 30, 2009	 	 	 	[4.50 to 1.00]4
	 	 
	 

	 	 	 	 	 	 	 	 	 	[4.25 to 1.00]5
	 	 
	 

	 	 	 	 	 	 	 	 	 	[4.00 to 1.00]6
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Compliance	 	 	 	Yes
	 	No	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.	 	Section 6.25 Liquidity Requirement.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	aggregate Unused Commitment
Amounts (excluding the Unused
Commitment Amount of any
Defaulting Lender)
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	balance of restricted deposit accounts
and restricted securities accounts
pledged pursuant to Section 6.25
of the Credit Agreement (attach
detailed list)
	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 

	 	 
	 	 	Liquidity = (a) + (b)	 	 	 	  
	 	 
	 
	 	 	Minimum Liquidity	 	 	 	$10,000,0007
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Compliance	 	 	 	Yes
	 	No	 	 





 





	 	 	 
	4	 	Fiscal quarters ending September 30, 2009 through
September 30, 2010.

	 
	5	 	Fiscal quarters ending on December 31, 2010 and March
31, 2011.

	 
	6	 	Fiscal quarters ending thereafter.

	 
	7	 	At all times until the Preferred Stock is redeemed,
expires or the maturity date thereof is extended beyond the Maturity Date.




 


Exhibit B, Page 3









 









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 COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


Exhibit B, Page 4









 







Schedule 1




Commitments and Pro Rata Shares




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	 	Pro Rata Share	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	$	40,000,000.00	 	 	 	20.000000000	%
	The Royal Bank of Scotland plc
	 	$	38,181,818.18	 	 	 	19.090909091	%
	BNP Paribas
	 	$	38,181,818.18	 	 	 	19.090909091	%
	Natixis
	 	$	36,363,636.37	 	 	 	18.181818182	%
	Capital One, National Association
	 	$	38,181,818.18	 	 	 	19.090909091	%
	Credit Suisse, Cayman Islands Branch
	 	$	9,090,909.09	 	 	 	4.545454545	%
	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.