Exhibit 10.54

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$20,000,000

AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT

among

BRIGHAM OIL & GAS, L.P.,

as the Borrower,

BRIGHAM EXPLORATION COMPANY,and BRIGHAM, INC.,

as
Guarantors,

THE LENDERS PARTY HERETO FROM TIME TO TIME

as Lenders,

and

THE ROYAL BANK OF SCOTLAND plc,

as Agent,

March 21,
2003

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TABLE OF CONTENTS

|                                           |                                                       | Page
|------------------------------------------ | ----------------------------------------------------- | ----
|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS |                                                       | 1   
|                                           | Section 1.01 Certain Defined Terms                    |     
|                                           | Section 1.02 Computation of Time Periods              |     
|                                           | Section 1.03 Accounting Terms; Changes in GAAP        |     
|                                           | Section 1.04 Miscellaneous                            |     
|ARTICLE II CREDIT FACILITIES               |                                                       | 14  
|                                           | Section 2.01 Advances.                                |     
|                                           | Section 2.02 Intentionally Omitted.                   |     
|                                           | Section 2.03 Intentionally Omitted.                   |     
|                                           | Section 2.04 Reduction of the Commitments.            |     
|                                           | Section 2.05 Prepayment of Advances.                  |     
|                                           | Section 2.06 Repayment of Advances                    |     
|                                           | Section 2.07 Intentionally Omitted.                   |     
|                                           | Section 2.08 Intentionally Omitted.                   |     
|                                           | Section 2.09 Interest.                                |     
|                                           | Section 2.10 Payments and Computations.               |     
|                                           | Section 2.11 Sharing of Payments, Etc                 |     
|                                           | Section 2.12 Intentionally Omitted.                   |     
|                                           | Section 2.13 Increased Costs                          |     
|                                           | Section 2.14 Taxes.                                   |     
|ARTICLE III CONDITIONS OF LENDING          |                                                       | 19  
|                                           | Section 3.01 Conditions Precedent to Closing Date     |     
|                                           | Section 3.02 Conditions Precedent to All Borrowings   |     
|ARTICLE IV REPRESENTATIONS AND WARRANTIES  |                                                       | 22  
|                                           | Section 4.01 Corporate Existence; Subsidiaries        |     
|                                           | Section 4.02 Corporate Power                          |     
|                                           | Section 4.03 Authorization and Approvals              |     
|                                           | Section 4.04 Enforceable Obligations                  |     
|                                           | Section 4.05 Financial Statements.                    |     
|                                           | Section 4.06 True and Complete Disclosure             |     
|                                           | Section 4.07 Litigation                               |     
|                                           | Section 4.08 Taxes.                                   |     
|                                           | Section 4.09 Pension Plans                            |     
|                                           | Section 4.10 Condition of Property; Casualties.       |     
|                                           | Section 4.11 Security Instruments.                    |     
|                                           | Section 4.12 No Burdensome Restrictions; No Defaults. |     
|                                           | Section 4.13 Environmental Condition                  |     
|                                           | Section 4.14 Gas Contracts                            |     
|                                           | Section 4.15 Compliance with Laws                     |     
|                                           | Section 4.16 Hedging Agreements                       |     
|                                           | Section 4.17 Material Agreements                      |     
|                                           | Section 4.18 Organizational Documents                 |     
|                                           | Section 4.19 Guarantors                               |     
|                                           | Section 4.20 Insurance                                |     

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|                                        | Section 4.21 Use of Proceeds                                  |    | 29
|--------------------------------------- | ------------------------------------------------------------- | -- | --
|                                        | Section 4.22 Investment Company Act                           |    | 29
|                                        | Section 4.23 Public Utility Holding Company Act               |    | 29
|                                        | Section 4.24 Transmitting Utility                             |    | 29
|ARTICLE V AFFIRMATIVE COVENANTS         |                                                               | 29
|                                        | Section 5.01 Compliance with Laws, Etc                        |    | 29
|                                        | Section 5.02 Maintenance of Insurance.                        |    | 29
|                                        | Section 5.03 Preservation of Corporate Existence, Etc         |    | 30
|                                        | Section 5.04 Payment of Taxes, Etc                            |    | 30
|                                        | Section 5.05 Inspection; Books and Records                    |    | 30
|                                        | Section 5.06 Reporting Requirements                           |    | 30
|                                        | Section 5.07 Maintenance of Property                          |    | 33
|                                        | Section 5.08 Environmental Laws                               |    | 33
|                                        | Section 5.09 Payment of Trade Payables                        |    | 33
|                                        | Section 5.10 Use of Proceeds                                  |    | 33
|                                        | Section 5.11 Additional Collateral                            |    | 33
|                                        | Section 5.12 New Subsidiaries                                 |    | 34
|                                        | Section 5.13 Title                                            |    | 34
|                                        | Section 5.14 Further Assurances                               |    | 34
|ARTICLE VI NEGATIVE COVENANTS           |                                                               | 35
|                                        | Section 6.01 Liens, Etc                                       |    | 35
|                                        | Section 6.02 Debts, Guaranties, and Other Obligations         |    | 35
|                                        | Section 6.03 Agreements Restricting Liens and Distributions   |    | 36
|                                        | Section 6.04 Merger or Consolidation                          |    | 36
|                                        | Section 6.05 Sales of Assets                                  |    | 37
|                                        | Section 6.06 Restricted Payments                              |    | 37
|                                        | Section 6.07 Investments and Acquisitions.                    |    | 37
|                                        | Section 6.08 Affiliate Transactions                           |    | 37
|                                        | Section 6.09 Compliance with ERISA                            |    | 37
|                                        | Section 6.10 Sales and Leasebacks                             |    | 38
|                                        | Section 6.11 Change of Business                               |    | 38
|                                        | Section 6.12 Use of Proceeds                                  |    | 38
|                                        | Section 6.13 Gas Imbalances, Take-or-Pay or Other Prepayments |    | 38
|                                        | Section 6.14 Additional Subsidiaries                          |    | 39
|                                        | Section 6.15 Limitation on Leases                             |    | 39
|                                        | Section 6.16 Environmental Matters                            |    | 39
|                                        | Section 6.17 Borrower as Operator                             |    | 39
|                                        | Section 6.18 Equity Interests of Partners                     |    | 39
|                                        | Section 6.19 Speculative Trading                              |    | 39
|                                        | Section 6.20 Change of Name; Fiscal Year; Accounting Method   |    | 39
|                                        | Section 6.21 Current Ratio                                    |    | 40
|                                        | Section 6.22 Interest Coverage Ratio                          |    | 40
|                                        | Section 6.23 Restrictions on Limited Partners                 |    | 40
|                                        | Section 6.24 Advance Payment Contracts                        |    | 40
|ARTICLE VII EVENTS OF DEFAULT; REMEDIES |                                                               | 40
|                                        | Section 7.01 Events of Default                                |    | 40
|                                        | Section 7.02 Optional Acceleration of Maturity                |    | 41
|                                        | Section 7.03 Automatic Acceleration of Maturity               |    | 42

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|                          | Section 7.04 Right of Set off                                                                 |                                             | 42
|------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------- | --
|                          | Section 7.05 Non-exclusivity of Remedies                                                      |                                             | 42
|                          | Section 7.06 Application of Proceeds                                                          |                                             | 42
|ARTICLE VIII THE GUARANTY |                                                                                               | 43                                         
|                          | Section 8.01 Liabilities Guaranteed                                                           |                                             | 43
|                          | Section 8.02 Nature of Guaranty                                                               |                                             | 43
|                          | Section 8.03 Agent's Rights                                                                   |                                             | 43
|                          | Section 8.04 Guarantor's Waivers.                                                             |                                             | 43
|                          | Section 8.05 Maturity of Obligations, Payment                                                 |                                             | 44
|                          | Section 8.06 Agent's Expenses                                                                 |                                             | 44
|                          | Section 8.07 Liability                                                                        |                                             | 44
|                          | Section 8.08 Events and Circumstances Not Reducing or Discharging any Guarantor's Obligations |                                             | 44
|                          | Section 8.09 Subordination of All Guarantor Claims                                            |                                             | 46
|                          | Section 8.10 Claims in Bankruptcy                                                             |                                             | 46
|                          | Section 8.11 Payments Held in Trust                                                           |                                             | 47
|                          | Section 8.12 Liens Subordinate                                                                |                                             | 47
|                          | Section 8.13 Guarantor's Enforcement Rights                                                   |                                             | 47
|ARTICLE IX THE AGENT      |                                                                                               | 47                                         
|                          | Section 9.01 Authorization and Action                                                         |                                             | 47
|                          | Section 9.02 Agent's Reliance, Etc                                                            |                                             | 47
|                          | Section 9.03 The Agent and Its Affiliates                                                     |                                             | 48
|                          | Section 9.04 Lender Credit Decision                                                           |                                             | 48
|                          | Section 9.05 Indemnification                                                                  |                                             | 48
|                          | Section 9.06 Successor Agent                                                                  |                                             | 49
|                          | Section 9.07 Collateral Matters.                                                              |                                             | 49
|ARTICLE X MISCELLANEOUS   |                                                                                               | 50                                         
|                          | Section 10.01 Amendments, Etc                                                                 |                                             | 50
|                          | Section 10.02 Notices, Etc                                                                    |                                             | 50
|                          | Section 10.03 No Waiver; Remedies                                                             |                                             | 51
|                          | Section 10.04 Costs and Expenses                                                              |                                             | 51
|                          | Section 10.05 Binding Effect                                                                  |                                             | 51
|                          | Section 10.06 Lender Assignments and Participations                                           |                                             | 51
|                          | Section 10.07 Indemnification                                                                 |                                             | 53
|                          | Section 10.08 Execution in Counterparts                                                       |                                             | 53
|                          | Section 10.09 Survival of Representations, Etc                                                |                                             | 53
|                          | Section 10.10 Severability                                                                    |                                             | 53
|                          | Section 10.11 Governing Law                                                                   |                                             | 53
|                          | Section 10.12 Submission To Jurisdiction; Waivers                                             |                                             | 54
|                          | Section 10.13 Waiver of Jury Trial                                                            |                                             | 54
|                          | Section 10.14 Oral Agreements                                                                 |                                             | 54
|                          | Section 10.15 Dissemination of Information                                                    |                                             | 55
|                          | Section 10.16 Production Proceeds                                                             |                                             | 55
|                          | Section 10.17 Amendment and Restatement                                                       |                                             | 55
|                          |                                                                                               | EXHIBITS                                    |   
|                          |                                                                                               | EXHIBIT A Form of Assignment and Acceptance |   
|                          |                                                                                               | EXHIBIT B Form of Compliance Certificate    |   

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| |  | EXHIBIT C [Reserved]                        |  | 
| |  | ------------------------------------------- |  | 
| |  | EXHIBIT D [Reserved]                        |  | 
| |  | EXHIBIT E Form of Subordinated Note         |  | 
| |  | EXHIBIT F Form of Second Mortgage Amendment |  | 
| |  | EXHIBIT G Form of Second Pledge Agreement   |  | 
| |  | EXHIBIT H Form of Second Security Agreement |  | 
| |  | SCHEDULES                                   |  | 
| |  | SCHEDULE 1 Notice Information, Commitments  |  | 
| |  | SCHEDULE 1.01 Preferred Shareholders        |  | 
| |  | SCHEDULE 4.01 Subsidiaries                  |  | 
| |  | SCHEDULE 4.07 Litigation                    |  | 
| |  | SCHEDULE 4.10 Title                         |  | 
| |  | SCHEDULE 4.14 Gas Contracts                 |  | 
| |  | SCHEDULE 4.16 Hedging Agreements            |  | 
| |  | SCHEDULE 4.17 Material Agreements           |  | 
| |  | SCHEDULE 6.01 Permitted Liens               |  | 
| |  | SCHEDULE 6.02 Debt                          |  | 
| |  | SCHEDULE 6.02(i) Additional Permitted Debt  |  | 
| |  | SCHEDULE 6.07 Permitted Investments         |  | 

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AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT

THIS
AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT dated as of March 21, 2003 is 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 hereto from time to time (the
"Lenders"), and THE ROYAL BANK OF SCOTLAND plc, as agent (in such capacity, the "Agent").

INTRODUCTION

A.    The
Borrower, the lenders party thereto, and The Royal Bank of Scotland plc, as agent, are parties to that certain Subordinated Credit Agreement dated October 31,
2000, as amended on or before the date hereof (the "Existing Subordinated Credit Agreement").

B.    The
Borrower, the Lenders and the Agent desire to refinance the indebtedness and obligations arising under the Existing Subordinated Credit Agreement, and the
indebtedness and liens arising under the Existing Subordinated Credit Agreement shall be assigned to the Agent and the Lenders pursuant hereto, so that all indebtedness and obligations arising
hereunder shall be secured by such liens and security interests as were created pursuant to the Existing Subordinated Credit Agreement and such other liens as provided for herein, and the terms of the
Borrower's financing shall hereafter be amended and restated in its entirety as set forth herein.

C.    Reference
is made to that certain Second Amended and Restated Credit Agreement dated as of the date hereof (the "Senior Credit
Agreement") among the Borrower, Brigham Exploration, the General Partner, the lenders party thereto from time to time (the "Senior
Lenders"), Société Générale, as lead arranger (the "Lead Arranger"),
as administrative agent for the Senior Lenders (the "Senior Agent") and as issuing lender for the Senior Lenders (the "Issuing
Lender"), The Royal Bank of Scotland plc, as co-arranger (the "Co-Arranger") and as documentation agent
(the "Documentation Agent"), and Bank of America, N.A., as Syndication Agent (the "Syndication Agent").

D.    Pursuant
to that certain Amended and Restated Intercreditor and Subordination Agreement dated as of the date hereof (the "Intercreditor and
Subordination Agreement") among the Senior Agent, the Agent, the Borrower and the Guarantors, the Subordinated Obligations (as hereinafter defined) are expressly subordinated
to the Senior Obligations (as hereinafter defined).

Therefore,
the Borrower, the Guarantors (as defined below), the Lenders and the Agent agree as follows:

ARTICLE I        DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Certain Defined Terms.    As used in this Agreement, the terms defined above shall have the
meanings set forth therein and the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the
terms defined):



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Section 1.02Computation of Time Periods.    In this Agreement, with respect to the computation of periods
of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

Section 1.03Accounting Terms; Changes in GAAP.    Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless
otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the Financial
Statements. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated
basis and mean such Person and its consolidated subsidiaries.

Section 1.04Miscellaneous.    Article, Section, Schedule, and Exhibit references are to Articles and
Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents,
contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The words "hereof", "herein", and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "including" means "including, without limitation,".
Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be
used in the interpretation of any provision of this Agreement. All Exhibits and Schedules attached to this Agreement are a part hereof for all purposes. Pronouns in masculine, feminine and neuter
genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

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ARTICLE II        CREDIT FACILITIES

Section 2.01Advances.

(a)  Each
Lender severally agrees, on the terms and conditions set forth in this Agreement (i) to renew and extend the Advance outstanding under the Existing
Subordinated Credit Agreement on the Closing Date in a ratable amount for each Lender not to exceed such Lender's Commitment and (ii) to make Advances of the amounts of interest paid in kind
pursuant to Section 2.09(a), the aggregate of which amounts shall not exceed such Lender's Pro Rata Share of $3,000,000. Principal payments made after the Closing Date may not be reborrowed.

(b)Subordinated Notes.    The indebtedness of the Borrower to each Lender resulting from the Advances owing to
such Lender shall be evidenced by a Subordinated Note of the Borrower payable to the order of such Lender in an amount equal to such Lender's Commitment plus such Lender's Pro Rata Share of $3,000,000
(to accommodate deemed Advances through payment in kind pursuant to Section 2.09(a)).

(c)Agent Reliance.    Unless the Agent shall have received notice from a Lender before the date of any Borrowing
that such Lender shall not make available to the Agent such Lender's Pro Rata Share of a Borrowing, the Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the
Agent on the date of such Borrowing in accordance with this Agreement and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to
the extent that such Lender shall not have so made its Pro Rata Share
of such Borrowing available to the Agent, such Lender and the Borrower severally agree to immediately repay to the Agent on demand such corresponding amount, together with interest on such amount, for
each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable on such
day to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for such day. If such Lender shall repay to the Agent such corresponding amount and
interest as provided above, such corresponding amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as
the other Advances comprising such Borrowing.

(d)Lender Obligations Several.    The failure of any Lender to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Lender of its obligation, if any, to make its Advance on the date of such Borrowing. No Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

Section 2.02Intentionally Omitted.

Section 2.03Intentionally Omitted.

Section 2.04Reduction of the Commitments.

(a)  The
Borrower shall have the right, upon at least five Business Days' irrevocable notice to the Agent, to terminate in whole or reduce ratably in part the unused portion
of the Commitments;providedthat each partial reduction shall be in the aggregate amount of $1,000,000 or in integral multiples of $1,000,000 in excess
thereof.

(b)  Any
reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender's Commitment and shall be permanent, with
no obligation of the Lenders to reinstate such Commitments.

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Section 2.05Prepayment of Advances.

(a)Optional.    The Borrower may prepay the Advances, without premium or penalty, after giving, by
12:00 p.m. (New York time) on the same Business Day, irrevocable prior written notice to the Agent
stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Borrower shall prepay the Advances in an aggregate principal amount equal to the amount
specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid;providedthat each partial
prepayment shall be made in an amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof (or the remaining aggregate principal balance outstanding). Full prepayments of
the Subordinated Obligations are permitted without restriction of amounts. Notwithstanding the foregoing, no prepayment of the Subordinated Obligations that is inconsistent with the rights and
obligations of the Senior Agent and the Senior Lenders under the Intercreditor and Subordinate Agreement shall be permitted.

(b)Reduction of Commitments.    On the date of each reduction of the aggregate Commitments pursuant to
Section 2.04, the Borrower agrees to make a prepayment in respect of the outstanding amount of the Advances to the extent, if any, that the aggregate unpaid principal amount of all Advances
exceeds the aggregate Commitments, as so reduced. Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment.
Each prepayment under this Section 2.05(b) shall be applied to the Advances as provided in Section 2.10(a).

(c)No Additional Right.    The Borrower shall have no right to prepay any principal amount of any Advance except
as provided in this Section 2.05, and all notices given pursuant to this Section 2.05 shall be irrevocable and binding upon the Borrower.

Section 2.06Repayment of Advances.    The Borrower shall repay to the Agent for the ratable benefit of the
Lenders the outstanding principal amount of each Advance, together with any accrued interest on the Maturity Date or such earlier date pursuant to Section 7.02 or Section 7.03.

Section 2.07Intentionally Omitted.

Section 2.08Intentionally Omitted.

Section 2.09Interest.

(a)  The
Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be
paid in full, at a rate per annum equal at all times to 10.75% (the "Fixed Rate"), payable quarterly in arrears on the last day of each January, April,
July and October, beginning April 30, 2003 (each an "Interest Payment Date") and on the Maturity Date, providedthat upon the occurrence and
continuance of an Event of Default, such Advances shall bear interest from the date on which such Event of Default
occurred until such Event of Default has been cured or waived, payable on demand, at a rate per annum equal at all times to the Fixed Rate plus 2.00%. On any Interest Payment Date occurring on or
before October 2004, the Borrower shall have the absolute right to pay 50% of all accrued interest on the Advances in kind,
instead of in cash. In the event any accrued interest due on any particular Interest Payment Date is paid in kind, it shall be deemed an advance of principal under the Subordinated Notes and, as of
the Interest Payment Date, shall be added to the outstanding principal balance of the Subordinated Notes (notwithstanding that the outstanding principal balance may exceed, in the aggregate, the face
amount of the Subordinated Notes). In order to exercise its option to pay interest in kind under this Section 2.09(a), the Borrower shall, on or at any time before the applicable Interest
Payment Date, deliver written notice to the Agent, executed by a Responsible Officer of the Borrower, specifying its election to pay interest in kind. Should the Borrower fail to deliver such written
notice in a timely fashion, the Borrower shall be deemed to have irrevocably elected to make payment of such accrued

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interest in cash. In the event that the Borrower elects to pay interest in kind, such interest shall be calculated at the Fixed Rate.

(b)Usury Recapture.



Section 2.10Payments and Computations.

(a)Payment Procedures.    The Borrower shall make each payment under this Agreement and under the Subordinated
Notes not later than 12:00 p.m. (New York time) on the day when due in Dollars to the Agent at the location referred to in the Subordinated Notes (or such other location as the Agent shall
designate in writing to the Borrower) in same day funds without deduction, setoff, or counterclaim of any kind. The Agent shall promptly thereafter cause to be distributed like funds relating to the
payment of principal, interest or fees ratably (other than amounts payable solely to the Agent or a specific Lender pursuant to Section 2.13, Section 2.14, Section 9.05 or
Section 10.07, but after taking into account payments effected pursuant to Section 10.04) in accordance with each Lender's Pro Rata Share to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to
be applied in accordance with the terms of this Agreement.

(b)Computations.    All computations of interest based on the Fixed Rate and of fees shall be made by the Agent on
the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Federal Funds Rate shall be made by the Agent, on the basis of a year of
360 days, in each case for the actual number of days (including the first day, but excluding the last day)

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occurring in the period for which such interest or fees are payable. Each determination by the Agent of an interest rate or fee shall be conclusive and binding for all purposes, absent manifest
error.

(c)Non-Business-Day Payments.    Whenever any payment shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees,
as the case may be.

(d)Agent Reliance.    Unless the Agent shall have received written notice from the Borrower prior to the date on
which any payment is due to the Lenders that the Borrower shall not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so
made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender, together with interest, for each day from the date such amount
is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate for such day.

Section 2.11Sharing of Payments, Etc.    If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set off, or otherwise) on account of the Advances made by it in excess of its Pro Rata Share of payments on account of the Advances obtained by all
the Lenders, such Lender shall notify the Agent and forthwith purchase from the other Lenders such
participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedthat if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the
participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to the purchasing Lender to (ii) the total amount of all such required
repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set off)
with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.12Intentionally Omitted.

Section 2.13Increased Costs.    If any Lender determines in good faith that compliance with any law or
regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected
to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend and other
commitments of this type, then, upon 30 days' prior written notice by such Lender (with a copy of any such demand to the Agent), the Borrower shall immediately pay to the Agent for the account
of such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender for the reduced rate of return on that capital of such Lender, in light of such
circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend under this Agreement. A certificate as
to such amounts and detailing the calculation of such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.14Taxes.

(a)No Deduction for Certain Taxes.    Any and all payments by the Borrower shall be made, in accordance with
Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender and the Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Agent (as the
case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes") and, in the case of each Lender, Taxes by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14), such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions
been made;providedthat if the Borrower's obligation to deduct or withhold Taxes is caused solely by such Lender's or the Agent's failure to provide
the forms described in Section 2.14(d) and such Lender or the Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and
(iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)Other Taxes.    In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the
Subordinated Notes, or the other Subordinated Loan Documents (hereinafter referred to as "Other Taxes").

(c)Indemnification.THE BORROWER INDEMNIFIES EACH LENDER AND THE AGENT FOR THE FULL
AMOUNT OF TAXES OR OTHER TAXES (INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.14) PAID BY SUCH LENDER OR THE AGENT
(AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED UNLESS
THE PAYMENT OF SUCH TAXES OR OTHER TAXES WERE NOT CORRECTLY OR LEGAL ASSERTED AND SUCH LENDER'S PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EACH
PAYMENT REQUIRED TO BE MADE BY THE BORROWER IN RESPECT OF THIS INDEMNIFICATION SHALL BE MADE TO THE AGENT FOR THE BENEFIT OF ANY PARTY CLAIMING SUCH INDEMNIFICATION WITHIN 30 DAYS FROM THE DATE
THE BORROWER RECEIVES WRITTEN DEMAND THEREFOR FROM THE AGENT ON BEHALF OF ITSELF AS AGENT OR ANY SUCH LENDER. IF ANY LENDER, THE AGENT RECEIVES A REFUND IN RESPECT OF ANY TAXES PAID BY THE BORROWER
UNDER THIS PARAGRAPH (C), SUCH LENDER OR THE AGENT, AS THE CASE MAY BE, SHALL PROMPTLY PAY TO THE BORROWER THE BORROWER'S SHARE OF SUCH REFUND.

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(d)Foreign Lender Withholding Exemption.    Each Lender that is not incorporated under the laws of the United
States of America or a state thereof agrees that upon the request of the Borrower it shall deliver to the Borrower and the Agent (i) two duly completed copies of United States Internal Revenue
Service Form W8-ECI, W8-IMY or W8-BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments
under this Agreement and the Subordinated Notes payable to it, without deduction or withholding of any United States federal income taxes, (ii) if applicable, an Internal Revenue Service
Form W 9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax, and (iii) any other governmental forms which are necessary
or required under an applicable tax treaty or otherwise by law to reduce or eliminate any withholding tax, which have been reasonably requested by the Borrower. If an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the date on which any delivery required by the preceding sentence would otherwise be required which renders all such forms
inapplicable or which would prevent any Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-9 establishing an exemption from United States backup
withholding tax, such Lender shall not be required to deliver such form. The Borrower shall withhold tax at the rate and in the manner required by the laws of the United States with respect to
payments made to a Lender failing to timely provide the requisite Internal Revenue Service forms. For any period with respect to which a Lender has failed to provide the Borrower and the Agent with
the appropriate form pursuant to this Section 2.14(d) (unless such failure is due to a change in treaty or Legal Requirement occurring subsequent to the date on which a form originally was
required to be provided), such Lender, as applicable, shall not be entitled to indemnification under Section 2.14(c) with respect to Taxes imposed by the United States which taxes would not
have been imposed but for such failure to provide such forms;providedthat should a Lender, which is otherwise exempt from or subject to a reduced rate
of withholding tax becomes subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonable request to assist such
Lender to recover such Taxes.

ARTICLE III        CONDITIONS OF LENDING

Section 3.01Conditions Precedent to Closing Date.    The Closing Date shall occur upon the satisfaction of
the following conditions precedent that:



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Section 3.02Conditions Precedent to All Borrowings.    The obligation of each Lender to make an Advance on
the occasion of each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing:



ARTICLE IV        REPRESENTATIONS AND WARRANTIES

Each Credit Party jointly and severally represents and warrants as follows:

Section 4.01Corporate Existence; Subsidiaries.    Each of the Credit Parties is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of Property or
conduct of its business requires such qualification and where the failure to so qualify could reasonably be expected to cause a Material Adverse Change. As of the Closing Date, the Credit Parties have
no Subsidiaries other than those listed onSchedule 4.01.

Section 4.02Corporate Power.    The execution, delivery, and performance by each Credit Party of this
Agreement, the Subordinated Notes, and the other Subordinated Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within such
Credit Party's powers, (b) have been duly authorized by all necessary governing action, (c) do not contravene (i) such Credit Party's governance documents or (ii) any Legal
Requirement or any material
contractual restriction binding on or affecting such Credit Party, and (d) will not result in or require the creation or imposition of any Lien upon any of the material Property of any Credit
Party prohibited by this Agreement. At the time of each Advance, such Advance and the use of the proceeds of such Advance will (A) be within the Borrower's limited partnership powers,
(B) have been duly authorized

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by all necessary partnership action, (C) not contravene (i) the Borrower's limited partnership agreement or other organizational documents or (ii) any Legal Requirement or any
material contractual restriction of any material agreement binding on or affecting the Borrower and (D) not result in or require the creation or imposition of any Lien upon any of the material
Property of any Credit Party prohibited by this Agreement.

Section 4.03Authorization and Approvals.    No consent, order, authorization, or approval or other action
by, and no notice to or filing with, any Governmental Authority or any other Person is required for the due execution, delivery, and performance by any Credit Party of this Agreement, the Subordinated
Notes, or the other Subordinated Loan Documents to which such Credit Party is a party or the consummation of the transactions contemplated hereby or thereby. At the time of each Borrowing, no
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing.

Section 4.04Enforceable Obligations.    This Agreement, the Subordinated Notes, and the other Subordinated
Loan Documents to which each Credit Party is a party have been duly executed and delivered by such Credit Party. Each Subordinated Loan Document to which each Credit Party is a party is the legal,
valid, and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of equity.

Section 4.05Financial Statements.

(a)  The
Borrower has delivered to the Agent and the Lenders the Financial Statements, and the Financial Statements are correct and complete in all material respects and
present fairly the consolidated financial condition of the Credit Parties as of their respective dates and for their respective periods in accordance with GAAP, applied on a consistent basis. As of
the date of the Financial Statements, there were no material Debt, trade payables, contingent obligations, liabilities for taxes, unusual forward or long term commitments, or unrealized or anticipated
losses of any Credit Party, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP.

(b)  Since
December 31, 2002, no event or circumstance that could reasonably be expected to cause a Material Adverse Change has occurred.

(c)  Each
of the Credit Parties is Solvent.

Section 4.06True and Complete Disclosure.    All written information (whether delivered before or after the
Closing Date) furnished by or on behalf of any Credit Party to any Lender or the Agent for purposes of or in connection with this Agreement, any other Subordinated Loan Document or any transaction
contemplated hereby or thereby, when taken as a whole, is true and accurate in all material respects on the date as of which such information is dated or certified (or, if not dated and certified, as
of the date as of which such information is provided) and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein
not materially misleading at such time. All projections, estimates and pro-forma financial information furnished by the Borrower were prepared on the basis of assumptions, data,
information, tests, or conditions believed to be reasonable at the time such projections, estimates and pro-forma financial information were furnished, but the Credit Parties do not
represent and warrant that such projections, estimates or pro forma information is (or will ultimately prove to have been) accurate.

Section 4.07Litigation.    There is no pending or, to the knowledge of any Responsible Officer of any
Credit Party, threatened action or proceeding affecting any of the Credit Parties before any court, Governmental Authority or arbitrator which (a) both (i) involves the possibility of
any judgment or

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liability against any Credit Party not fully covered by insurance (except for normal deductibles and (ii) could reasonably be expected to be cause a Material Adverse Change or
(b) purports to affect the legality, validity, binding effect or enforceability of this Agreement, any Subordinated Note, or any other Subordinated Loan Document. Additionally, there is no
pending or, to the knowledge of any Responsible Officer of any Credit Party, threatened action or proceeding instituted against any Credit Party which seeks to adjudicate such Credit Party as bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Property.

Section 4.08Taxes.

(a)Reports and Payments.    All Returns (as defined below in Section 4.08(c)) required to be filed by or on
behalf of any Credit Party or any member of the Controlled Group (hereafter collectively called the "Tax Group") have been duly filed on a timely basis
or appropriate extensions have been obtained and such Returns are and will be true, complete and correct in all material respects; and all Taxes shown to be payable on the Returns or on subsequent
assessments with respect thereto will have been paid in full on a timely basis, and no other Taxes will be payable by the Tax Group with respect to items or periods covered by such Returns, except
where any obligation is being contested in good faith and by appropriate proceedings and after adequate reserves for such items have been made in accordance with GAAP. The reserves for accrued Taxes
reflected in the financial statements delivered to the Lenders under this Agreement are adequate in the aggregate for the payment of all unpaid Taxes, whether or not disputed, for the period ended as
of the date thereof and for any period prior thereto, and for
which the Tax Group may be liable in its own right, as withholding agent or as a transferee of the assets of, or successor to, any Person.

(b)Taxes Definition.    "Taxes" in this Section 4.08 shall
mean all taxes, charges, fees, levies, or other assessments imposed by any federal, state, local, or foreign taxing authority, including without limitation, income, gross receipts, excise, real or
personal property, sales, occupation, use, service, leasing, environmental, value added, transfer, payroll, and franchise taxes (and including any interest, penalties, or additions to tax attributable
to or imposed on with respect to any such assessment).

(c)Returns Definition.    "Returns" in this Section 4.08
shall mean any federal, state, local, or foreign report, estimate, declaration of estimated Tax, information statement or return relating to, or required to be filed in connection with, any Taxes,
including any information return or report with respect to backup withholding or other payments of third parties.

Section 4.09Pension Plans.    All Plans are in compliance in all material respects with all applicable
provisions of ERISA. No Termination Event has occurred with respect to any Plan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions
of ERISA and the Code. No "accumulated funding deficiency" (as defined in Section 302 of ERISA) has occurred and there has been no excise tax imposed under Section 4971 of the Code. No
Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA
and the Code. The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the
value of the assets of such Plan allocable to such vested benefits. None of the Credit Parties or any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer
Plan for which there is any withdrawal liability. As of the most recent valuation date applicable thereto, none of the Credit Parties or any member of the Controlled Group would become subject to any
liability under ERISA if any Credit Party or any member of the Controlled Group received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date
of this

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Agreement and current factual circumstances, no Credit Party has reason to believe that the annual cost during the term of this Agreement to any Credit Party or any other member of the Controlled
Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any member of the Controlled Group under welfare benefit plans (as defined in
Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Section 4.10Condition of Property; Casualties.

(a)  Subject
to the matters set forth inSchedule 4.10, each of the Borrower and its Subsidiaries has good and
indefeasible title to all of its Oil and Gas Properties evaluated in any Engineering Report, free and clear of all Liens except for Permitted Liens. Brigham Exploration has good and defensible title
to all of the Equity Interests in the General Partner and, directly and indirectly, all of the ownership interests
in the Limited Partners, except for Permitted Liens. Each of the General Partner and the Limited Partners has good and defensible title to all of the Equity Interests in the Borrower, except for
Permitted Liens.

(b)  The
quantum and nature of the interest of the Borrower and its Subsidiaries in and to its Hydrocarbon Interests as set forth in each Engineering Report includes the
entire interest of the Borrower and its Subsidiaries in such Hydrocarbon Interests as of the date of such Engineering Report and are complete and accurate in all material respects as of the date of
such Engineering Report; and there are no "back-in" or "reversionary" interests held by third parties which could materially reduce the interest of the Borrower and its Subsidiaries in
such Hydrocarbon Interests except as taken into account in such Engineering Report. The ownership of the Hydrocarbon Interests held by the Borrower and its Subsidiaries shall not in any material
respect obligate any such Person to bear the costs and expenses relating to the maintenance, development or operations of such Hydrocarbon Interests in an amount in excess of the working interest of
such Person in each such Hydrocarbon Interest set forth in the most recent Engineering Report.

(c)  All
leases and agreements comprising the Borrower's and its Subsidiaries' Oil and Gas Properties necessary for the conduct of business of the Borrower and its
Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event of default or circumstance which with the giving of notice or lapse of time or both would give rise
to a default under any such leases, instruments or agreements which would affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. Neither the Borrower or any
of its Subsidiaries nor, to the knowledge of the Borrower, any other party to any leases, instruments or agreements comprising its Oil and Gas Properties evaluated in any Engineering Report, has given
or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or
agreement. Except as set forth onSchedule 4.10or as otherwise disclosed in writing to the Agent, neither the Borrower nor any of its
Subsidiaries is subject to any obligation to drill additional wells, finance the drilling of additional wells, or conduct additional operations in order to earn or continue to own any Significant PUD
Location or any other proved developed producing reserves or proved developed nonproducing reserves evaluated in any Engineering Report.

(d)  The
Properties presently owned, leased or licensed by the Borrower and its Subsidiaries, including, without limitation, all leases, easements, rights of way, and
contractual rights, include all Properties necessary to permit the Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been
conducted prior to the Closing Date.

(e)  All
of the Properties of the Borrower and its Subsidiaries that are reasonably necessary for the operation of their business are in good repair, working order and
condition in all material respects and are maintained in accordance with prudent business standards. Since the date of the most recent financial statements delivered pursuant to
Section 5.06(a), neither the business nor the Properties of

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the Credit Parties, taken as a whole, has been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor
disturbance, embargo,
requisition or taking of Property or cancellation of contracts, Permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy.

(f)    Except
as set forth onSchedule 4.10or as otherwise disclosed in writing to the Administrative Agent:



Section 4.11Security Instruments.

(a)  The
provisions of each of the Second Pledge Agreements delivered to the Agent are effective to create in favor of the Agent, for the ratable benefit of the Lenders, a
legal, valid and enforceable security interest in the Pledged Collateral (as defined therein) and proceeds thereof and upon the filing of UCC-1 Financing Statements with the secretary of
state of each jurisdiction of formation for each of the grantors party thereto, the Second Pledge Agreements shall constitute an Acceptable Security Interest in all right, title and interest of the
applicable Credit Party in such Pledged Collateral and the proceeds thereof.

(b)  On
the Closing Date, the Equity Interests listed on Schedule I to each of the Second Pledge Agreements will constitute all the issued and outstanding Equity
Interests in the Borrower, the General Partner, the Limited Partners, and the direct and indirect Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are
fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares.

(c)  The
provisions of each Second Mortgage will be effective to grant to the Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on
all of the right, title and interest of the Borrower and its Subsidiaries in the mortgaged property described therein. Once each such Second Mortgage has been recorded in the appropriate recording
office, such Second Mortgage will constitute an Acceptable Security Interest in such mortgaged property.

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(d)  The
provisions of each Second Security Agreement delivered to the Agent are effective to create in favor of the Agent, for the ratable benefit of the Lenders, a legal,
valid and enforceable security interest in the collateral described therein and proceeds thereof and, upon the filing of UCC-1 Financing Statements with the secretary of state of each
jurisdiction of formation for each of the grantors party thereto, each Second Security Agreement shall constitute an Acceptable Security Interest in all right, title and interest of the applicable
Credit Party in such collateral and the proceeds thereof.

(e)  On
the Closing Date all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and
perfect the Liens provided for in the Subordinated Security Instruments will have been made, obtained and taken in all relevant jurisdictions (or are the subject of arrangements, satisfactory to the
Agent, to be made, obtained or taken on or promptly after the Closing Date). No other filings or recordings are required in order to perfect the security interests created under any Subordinated
Security Instruments.

Section 4.12No Burdensome Restrictions; No Defaults.

(a)  Neither
the Borrower nor any of its Subsidiaries is a party to any indenture, loan, or credit agreement or any lease or other agreement or instrument or subject to any
charter or corporate restriction or provision of applicable law or governmental regulation that could reasonably be expected to cause a Material Adverse Change. Neither the Borrower nor any of its
Subsidiaries is in default nor has any event or circumstance occurred which, but the expiration of any grace period or the giving of notice, or both, would constitute a default under (i) the
Senior Credit Agreement or (ii) any other material contract, agreement, lease, or other instrument to which such Credit Party is a party which default could reasonably be expected to cause a
Material Adverse Change. None of the Credit Parties has received any notice of default under any material contract, agreement, lease, or other instrument to which such Credit Party is a party.

(b)  No
Default has occurred and is continuing.

Section 4.13Environmental Condition.    Other than exceptions to any of the following that would not
reasonably be expected to cause a Material Adverse Change or materially adversely affect the value of the Collateral taken as a whole:



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Section 4.14Gas Contracts.    Except as set forth in the most recent Engineering Report or in Schedule 4.14, on a net basis there
are no material gas imbalances, material take-or-pay or other prepayments with
respect to the Oil and Gas Properties of the Borrower and its Subsidiaries (or, in the case of Oil and Gas Properties operated by operators other than the Borrower or its Subsidiaries, to the
Borrower's knowledge after reasonable investigation) that would require the Borrower and its Subsidiaries to deliver 2.5% or more of the aggregate calendar quarter production from the Borrower's and
its Subsidiaries' Hydrocarbons produced on a calendar quarter basis from their Hydrocarbon Interests at some future time without then or thereafter receiving full payment therefor.

Section 4.15Compliance with Laws.    Except for any failure to comply with any of the foregoing which would
not reasonably be expected to cause a Material Adverse Change, each of the Credit Parties has (a) complied with all applicable Legal Requirements of any Governmental Authority having
jurisdiction over the conduct of their respective businesses or the ownership of their respective Property and (b) obtained all Permits that are necessary for the ownership of any of its
Properties or the conduct of their business. Other than immaterial exceptions to any of the following: (i) the prices being received by the Borrower and its Subsidiaries for the production of
Hydrocarbons do not violate any material provision of any contract or agreement comprising the Oil and Gas Properties of the Borrower and its Subsidiaries or any Legal Requirement, (ii) where
applicable, all of the wells located on the Borrower's and its Subsidiaries' Hydrocarbon Interests and production of Hydrocarbons therefrom have been properly classified under appropriate governmental
regulations, (iii) all necessary regulatory filings have been properly made in connection with the drilling, completion and operation of the wells on or attributable to the Borrower's and its
Subsidiaries' Hydrocarbon Interests and all other operations related thereto and (iv) all production and sales of the Borrower's and its Subsidiaries' Hydrocarbons produced or sold from the
Borrower's and its Subsidiaries' Hydrocarbon Interests have been made in accordance with any applicable allowables (plus permitted tolerances) imposed by any Governmental Authorities.

Section 4.16Hedging Agreements.Schedule 4.16sets forth, as of the Closing Date, a true and complete list of all Interest Hedge Agreements and Hydrocarbon Hedge Agreements of the Borrower and each of its
Subsidiaries, setting forth the type, term, effective date, termination date and notional amounts or volumes, and the counterparty to each such agreement.

Section 4.17Material Agreements.Schedule 4.17sets forth a complete and correct list of all material agreements, leases, indentures, purchase agreements, obligations in respect of letters of credit, guarantees, joint venture agreements, and other
instruments in effect or to be in effect as of the Closing Date (other than the agreements set forth inSchedule 4.16) providing for, evidencing,
securing or otherwise relating to any material Debt of the Borrower or any of its Subsidiaries, and all obligations of the Borrower or any of its Subsidiaries to issuers of surety or appeal bonds
(other than operator's bonds, plugging and abandonment bonds, and similar surety obligations obtained in the ordinary course of business) issued for the account of the Borrower or any of its
Subsidiaries, and such list correctly sets forth the names of the debtor or lessee and creditor or lessor with respect to the Debt or lease obligations outstanding or to be outstanding and the
Property subject to any Lien securing such Debt or lease obligation.

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Section 4.18Organizational Documents.    The Partnership Agreement has not been terminated, is in full
force and effect as of the Closing Date and no default has occurred and is continuing thereunder that could reasonably be expected to cause a Material Adverse Change.

Section 4.19Guarantors.    All of the Borrower's Subsidiaries are Guarantors under Article VIII.

Section 4.20Insurance.    Each of the Borrower and its Subsidiaries carry insurance required under
Section 5.02.

Section 4.21Use of Proceeds.    The proceeds of the Advances will be used by the Borrower for the purposes
described in Section 5.10. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No
proceeds of any Advance will be used to purchase or carry any margin stock in violation of Regulation T, U or X.

Section 4.22Investment Company Act.    Neither Brigham Exploration nor any of its Subsidiaries is an
"investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

Section 4.23Public Utility Holding Company Act.    Neither Brigham Exploration nor any of its Subsidiaries
is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company," or a "public utility" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 4.24Transmitting Utility.    Neither Brigham Exploration nor any of its Subsidiaries is a
"transmitting utility" or an "interstate gas pipeline company" or a "public service corporation" within the meaning of the laws currently in effect for the States of Texas and/or Oklahoma.

ARTICLE V        AFFIRMATIVE COVENANTS

So long as any Subordinated Note or any amount under any Subordinated Loan Document shall remain unpaid or any Lender shall have any Commitment hereunder, each of
the Credit Parties agrees to comply with the following covenants.

Section 5.01Compliance with Laws, Etc.    The Borrower shall comply, and cause each of its Subsidiaries to
comply, in all material respects with all Legal Requirements;providedthat this Section 5.01 shall not prevent the Borrower or any of its
Subsidiaries from, in good faith and with reasonable diligence, contesting the validity or application of any such laws or regulations by appropriate legal proceedings. Without limitation of the
foregoing, the Borrower shall use commercially reasonable efforts to obtain, and shall cause each of its Subsidiaries to use commercially reasonable efforts to obtain, as soon as practicable, all
consents or approvals required from any states of the United States (or other Governmental Authorities) necessary to grant the Agent an Acceptable Security Interest in the Borrower's and its
Subsidiaries' Oil and Gas Properties.

Section 5.02Maintenance of Insurance.

(a)  The
Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies insurance of such types, in such
amounts and against such risks as is customary to be maintained by companies engaged in the same or a similar business in the same general area; and furnish to the Agent, upon written request, full
information as to the insurance carried. In addition, the Borrower shall, and shall cause each of its Subsidiaries to, comply with all requirements regarding insurance contained in the Subordinated
Security Instruments.

(b)  All
certified copies of policies or certificates thereof, and endorsements and renewals thereof shall be delivered to and retained by the Agent. All policies of
insurance shall name the Agent as an

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additional insured. All policies or certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and the period of coverage. In
addition, all policies of insurance required under the terms hereof shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policy
notwithstanding any act of negligence of the Borrower, or a Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in a forfeiture of the insurance and the
further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower and its Subsidiaries. All such policies shall contain a provision that notwithstanding
any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or amended
(which provision shall include any reduction in the scope or limits of coverage) without at least 10 days' prior written notice to the Agent in the event of the Borrower's failure to pay any
premiums and in all other cases, 30 days' prior written notice to the Agent.

Section 5.03Preservation of Corporate Existence, Etc.    Each of the Credit Parties shall preserve and
maintain its corporate, limited partnership or limited liability company, as applicable, existence, and all of its material rights, franchises, and privileges in the jurisdiction of its formation, and
qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary or desirable in view of its business and operations or the ownership of its Properties to the
extent the failure to qualify could reasonably be expected to cause a Material Adverse Change.

Section 5.04Payment of Taxes, Etc.    The Borrower shall, and shall cause each of its Subsidiaries to, pay
and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property prior to the
date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, could by law become a Lien upon its Property; providedthat neither the Borrower nor
any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which
is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Section 5.05Inspection; Books and Records.    Upon reasonable notice, each Credit Party shall permit the
Agent and any Lender or any of their respective agents or representatives thereof, during normal business hours, to (a) examine and make copies of and abstracts from the records and books of
account of, and visit and inspect at their reasonable discretion the Properties of, such Credit Party, and (b) discuss the affairs, finances and accounts of such Credit Party with any of their
respective officers or directors, all to the extent reasonably requested by the Agent or such Lender, as the case may be. Each Credit Party shall keep proper books of records and account in which
full, true and correct entries in conformity with GAAP and all Legal Requirements shall be made of all dealings and transactions in relation to its business and activities.

Section 5.06Reporting Requirements.    The Borrower shall furnish, or shall cause the applicable Credit
Party to furnish, to the Agent and each Lender:



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Section 5.07Maintenance of Property.    The Borrower shall, and shall cause each of its Subsidiaries to,
(a) develop and operate its Oil and Gas Properties in a good and workmanlike manner as is customary in the oil and gas industry, and observe and comply in all material respects with all of the
terms and provisions, express or implied, of all oil and gas leases relating to such Properties so long as the oil and gas leases are capable of producing Hydrocarbons in quantities and at prices
providing for continued efficient and profitable operation of business; (b) comply in all material respects with all contracts and agreements applicable to or relating to its Oil and Gas
Properties or the production and sale of Hydrocarbons and accompanying elements therefrom; (c) maintain, preserve, and keep all operating equipment used with respect to its Oil and Gas
Properties in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of the
operating equipment shall at all times be properly preserved and maintained,providedthat no item of operating equipment need be so repaired, renewed,
replaced, added to or improved, if the Borrower or its Subsidiaries shall in good faith determine that the action is not necessary or desirable for such Person's continued efficient and profitable
operation of business, and (d) with respect to its Oil and Gas Properties that are operated by operators other than the Borrower or a Subsidiary, (i) seek to enforce the operators'
contractual obligations to maintain, develop, and operate such Properties subject to the applicable operating agreements and (ii) cause or make reasonable and customary efforts to cause such
Oil and Gas Properties to be operated in a good and workmanlike manner as is customary in the oil and gas industry.

Section 5.08Environmental Laws.    To the extent that a reasonably prudent owner or operator would do so
under the same or similar circumstances, the Borrower shall, and shall cause each of its Subsidiaries to establish and implement such procedures as may be reasonably necessary to periodically
determine and assure that any failure of the following does not cause a Material Adverse Change: (i) all Property of the Borrower and its Subsidiaries and the operations conducted thereon and
other activities of the Borrower and the Subsidiaries are in compliance with and do not violate the requirements of any Environmental Laws; (ii) no Hazardous Substances or Hazardous Wastes are
disposed of or otherwise releases on or to any Property owned by any such party except in compliance with Environmental Laws, (iii) no Hazardous Substance will be released on or to any such
Property in a quantity equal to or exceeding that quantity that requires reporting under CERCLA, and (iv) no Hazardous Substances or Hazardous Wastes is released on or to any such Property so
as to pose an imminent and substantial endangerment to public health or welfare or the environment.

Section 5.09Payment of Trade Payables.    Each of the Credit Parties shall pay, and shall cause each of its
Subsidiaries to pay, all of their customary trade payables incurred in the ordinary course of business now or hereafter incurred within 90 days of the date the invoice is received by such
Credit Party, unless subject to legal offset or unless being contested in good faith by appropriate proceedings and reserves adequate under GAAP shall have been established therefor.

Section 5.10Use of Proceeds.    The Borrower shall use the proceeds of the Advances and Letters of Credit
to refinance Debt under the Existing Subordinated Credit Agreement.

Section 5.11Additional Collateral.    The Borrower will grant, and will cause each of its Subsidiaries to
grant, to the Agent an Acceptable Security Interest in such Oil and Gas Properties of the Borrower and its Subsidiaries, constituting at least 90% of the discounted net present value of the Proven
Reserves of the Borrower and its Subsidiaries as determined by the Agent.

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Section 5.12New Subsidiaries.    Within 10 days after (a) the date of the creation of any new
Subsidiary of Brigham Exploration or the Borrower, or (b) the purchase by Brigham Exploration, the Borrower, or any of its other Subsidiaries of the Equity Interests of any Person, which
purchase results in such Person becoming a Subsidiary of Brigham Exploration or of the Borrower permitted by this Agreement, Brigham Exploration or the Borrower, as applicable, shall, in each case,
cause (i) such Person to execute and deliver to the Agent (with sufficient originals for each applicable Lender) a joinder agreement to this Agreement in form and substance acceptable to the
Agent, a Second Pledge Agreement (if such new Subsidiary owns one or more Subsidiaries), one or more Second Mortgages (if such new Subsidiary owns Oil and Gas Properties), a Second Security Agreement,
and such other Subordinated Security Instruments as the Agent or any Lender may reasonably request, in each case to secure the Subordinated Obligations together with evidence of corporate authority to
enter into and such legal opinions in relation to such joinder agreement, Second Pledge Agreement, Second Mortgages, Second Security Agreement and other Subordinated Security Instruments as the Agent
may reasonably request, and (ii) the stockholder of such new Subsidiary to execute a Second Pledge Agreement pledging its interests in the Equity Interests of such new Subsidiary to secure the
Subordinated Obligations and such evidence of corporate authority to enter into and such legal opinions in relation to such Second Pledge Agreement as the Agent may reasonably request, along with
share certificates, if any, pledged thereby and appropriately executed stock powers in blank.

Section 5.13Title.    As of the Closing Date, the Agent shall have received title opinions reflecting that
the Borrower has title reasonably satisfactory to the Agent in such Oil and Gas Properties of the Borrower and its Subsidiaries constituting at least 50% of the Borrower's and its Subsidiaries'
proved, developed, producing Hydrocarbon reserves and proved, developed, nonproducing Hydrocarbon reserves (each as determined in conformity with the guidelines in effect from time to time as
promulgated by the Society of Petroleum Engineers or its successor association) as determined by the Agent. In addition, the Borrower shall from time to time upon the reasonably request of the Agent
or the Majority Lenders, provide evidence of title reasonably satisfactory to the Agent constituting an additional 30% of the Borrower's and its Subsidiaries' proved, developed, producing Hydrocarbon
reserves and proved, developed, nonproducing Hydrocarbon reserves as determined by the Agent with respect to the Oil and Gas Properties of the Borrower and its Subsidiaries as of the Closing Date.
Thereafter, with respect to Oil and Gas Properties acquired after the Closing Date or not previously included in the Borrowing Base, the Borrower shall from time to time upon the reasonable request of
the Agent, take such actions and execute and deliver such documents and instruments as the Agent shall require to ensure that the Agent shall, at all times, have received satisfactory title opinions
(including, if requested, supplemental or new title opinions addressed to it), which title opinions shall be in form and substance acceptable to the Agent in its sole discretion and shall include
opinions regarding the before payout and after payout ownership interests held by the Borrower and its Subsidiaries, for all wells located on the Oil and Gas Properties covered thereby as to the
ownership of Oil and Gas Properties of the Borrower and its Subsidiaries, and reflecting that the Agent has an Acceptable Security Interest in such Oil and Gas Properties of the Borrower and its
Subsidiaries.

Section 5.14Further Assurances.    The Borrower shall, and shall cause each of its Subsidiaries to, cure
promptly any defects in the execution and delivery of the Subordinated Loan Documents, including, without limitation, the Subordinated Security Instruments and this Agreement. The Borrower hereby
authorizes the Agent to file any financing statements without the signature of the Borrower to the extent permitted by applicable law in order to perfect or maintain the perfection of any security
interest granted under any of the Subordinated Loan Documents. The Borrower at its expense will, and will cause each of its Subsidiaries to, promptly execute and deliver to the Agent upon request all
such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of the Borrower or any Subsidiary of the Borrower, as the case may be, in the Subordinated
Security Instruments and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Subordinated Notes, or to correct any omissions in the

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Subordinated Loan Documents, or to state more fully the security obligations set out herein or in any of the Subordinated Loan Documents, or to perfect, protect or preserve any Liens created pursuant
to any of the Subordinated Loan Documents, or to make any recordings, to file any notices or obtain any consents, all as may be necessary or appropriate in connection therewith or to enable the Agent
to exercise and enforce its rights and remedies with respect to any Collateral.

ARTICLE VI        NEGATIVE COVENANTS

So long as any Subordinated Note or any amount under any Subordinated Loan Document shall remain unpaid or any Lender shall have any Commitment, each of the
Credit Parties agrees to comply with the following covenants.

Section 6.01Liens, Etc.    None of the Credit Parties shall create, assume, incur, or suffer to exist, or
permit any of their Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive
income, except that the Credit Parties may create, incur, assume, or suffer to exist the following (collectively, the "Permitted Liens"):



Section 6.02Debts, Guaranties, and Other Obligations.    None of the Credit Parties shall, and none of the
Credit Parties shall permit any of their Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except:



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Section 6.03Agreements Restricting Liens and Distributions.    None of the Credit Parties shall, nor shall
any of the Credit Parties permit any of their Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than the Senior Loan Documents and the
Subordinated Loan Documents) that in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter
acquired, to secure the Subordinated Obligations, except for customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances, partnership agreements and
co-owners' agreements, and similar conveyances and agreements or (b) any Subsidiary from paying dividends or making any other distribution to the Borrower, or otherwise transferring
assets, or which requires the consent of or notice to other Persons in connection therewith.

Section 6.04Merger or Consolidation.    None of the Credit Parties shall, nor shall any of the Credit
Parties permit any of their Subsidiaries to (a) merge or consolidate with or into any other Person, or (b) sell, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its Property to any other Person, except that (i) if either Brigham Exploration or the Borrower is a party to such merger or consolidation, then
Brigham Exploration or the Borrower, as the case may be, shall be the continuing Person, (ii) a Subsidiary of the Borrower may merge with or into
the Borrower or a wholly owned Subsidiary of the Borrower (providedthat if either of such Subsidiaries is a Guarantor, the surviving entity shall be a
Guarantor), (iii) a Subsidiary of the Borrower may transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another wholly owned
Subsidiary of the Borrower (providedthat if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a
Guarantor), and (iv) a Subsidiary of Brigham Exploration (other than the Borrower and its Subsidiaries) may merge with or into Brigham Exploration or a wholly owned Subsidiary of Brigham
Exploration (providedthat if either of such Subsidiaries is a Guarantor, the surviving entity shall be a Guarantor), providedin each case that
(A) no Event of Default exists or no Default would be caused thereby, and (B) if any Collateral is transferred
pursuant to this Section 6.04, the Borrower shall provide the Agent with ten Business Days' written notice prior to such transfer, and the Borrower or such Guarantor, as the case may be, owning
the Collateral after such transfer shall ratify and confirm the Lien on such Collateral and shall take all action reasonably requested by the Agent in respect of the continued priority and perfection
of the Lien over such Collateral.

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Section 6.05Sales of Assets.    None of the Credit Parties shall, nor shall any of the Credit Parties
permit any of its Subsidiaries to, discount or sell (with or without recourse) any of their notes receivable or accounts receivable. The Borrower shall not, nor shall it permit any of its Subsidiaries
to sell, assign, farm-out, convey or otherwise transfer any Hydrocarbon Interests except for (a) the sale of Hydrocarbons in the ordinary course of business, (b) the sale or
transfer of equipment that is no longer necessary for the business of such Person or contemporaneously replaced by equipment of at least comparable value and use, or (c) sales of Oil and Gas
Properties made in arm's length transactions for fair market value, not exceeding $3,000,000 in any period of twelve consecutive calendar months in the aggregate, providedthat no Default or Event of
Default has occurred and is continuing or would result from such sale.

Section 6.06Restricted Payments.    Neither Brigham Exploration nor the Borrower shall make any Restricted
Payments except (a) as permitted under Section 6.07(a)(iii) or (b) any Preferred Shareholder Transaction.

Section 6.07Investments and Acquisitions.

(a)  None
of the Credit Parties shall, nor shall any of the Credit Parties permit any of their Subsidiaries to, make or permit to exist any Investment, except:



(b)  None
of the Credit Parties shall, nor shall any of the Credit Parties permit any of their Subsidiaries to, purchase any Hydrocarbon Interests not evaluated in any
Engineering Report or any pipelines, gas gathering systems gas plants, and similar assets related thereto in an aggregate amount in excess of $5,000,000 in any period of twelve consecutive calendar
months.

Section 6.08Affiliate 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) 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.

Section 6.09Compliance with ERISA.    None of the Credit Parties shall, nor shall any of the Credit Parties
permit any of their Subsidiaries to, directly or indirectly, (a) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which any Credit Party or any ERISA
Affiliate could be subjected to either a civil penalty assessed pursuant to Section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code in excess
of $500,000; (b) terminate, or permit any ERISA Affiliate to terminate, any Plan in a manner, or take any other action with respect to any Plan, which could result reasonably be expected to
result in any liability to any Credit

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Party or any ERISA Affiliate to the PBGC in excess of $500,000; (c) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the
provisions of any Plan, agreement relating thereto or applicable law, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto; (d) permit to exist, or allow any
ERISA Affiliate to permit to exist, any accumulated funding deficiency in excess of $500,000 within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived,
with respect to any Plan; (e) permit, or allow any ERISA Affiliate to permit, the actuarial present value of the benefit liabilities (as "actuarial present value of the benefit liabilities"
shall have the meaning specified in Section 4041 of ERISA) under any Plan maintained by any Credit Party or any ERISA Affiliate which is regulated under Title IV of ERISA to exceed the current
value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by an amount in excess of $500,000;
(f) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any Multiemployer Plan; (g) acquire,
or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to any Credit Party or any ERISA Affiliate if such Person
sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or
(ii) any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on
a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (h) incur, or permit any ERISA Affiliate to incur, a liability to or on
account of a Plan under Sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA which in the aggregate for all such liabilities exceeds $500,000; (i) contribute to or assume an obligation to
contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any employee welfare benefit plan, as defined in Section 3(1) of ERISA, including,
without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any
material liability; or (j) amend or permit any ERISA Affiliate to amend, a Plan resulting in an increase in current liability such that any Credit Party or any ERISA Affiliate is required to
provide security to such Plan under Section 401(a)(29) of the Code.

Section 6.10Sales and Leasebacks.    None of the Credit Parties shall, nor shall any of the Credit Parties
permit any of their Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person whereby such Credit Party shall sell or transfer any of its Property, whether now owned or
hereafter acquired, and whereby such Credit Party shall then or thereafter rent or lease as lessee such Property or any part thereof or other Property which such Credit Party intends to use for
substantially the same purpose or purposes as the Property sold or transferred.

Section 6.11Change of Business.    None of the Credit Parties shall, nor shall any of the Credit Parties
permit any of their Subsidiaries to, allow any material change to be made in the character of its business as an independent oil and gas exploration and production company

Section 6.12Use of Proceeds.    The Borrower will not permit the proceeds of any Advance or Letters of
Credit to be used for any purpose other than those permitted by Section 5.09. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or shall take, any action which
might cause any of the Subordinated Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7
of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect.

Section 6.13Gas Imbalances, Take-or-Pay or Other Prepayments.    Except as set
forth inSchedule 4.14, the Borrower shall not allow gas imbalances, take-or-pay or other prepayments with respect to the
Oil and Gas Properties of the Borrower and its Subsidiaries that would require the Borrower and its Subsidiaries to deliver 2.5% or more of the aggregate calendar quarter production

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from the Borrower's and its Subsidiaries' Hydrocarbons produced on a calendar quarter basis from such Hydrocarbon Interests at some future time without then or thereafter receiving full payment
therefor.

Section 6.14Additional Subsidiaries.    Except as otherwise permitted by Section 6.07, none of the
Credit Parties shall, nor shall any of the Credit Parties permit any of their Subsidiaries to, create any additional Subsidiaries or make any additional Investment in a Subsidiary unless such Credit
Party has complied with Section 5.12. All Subsidiaries of the Borrower together at no time shall own or hold Oil and Gas Properties having Proven Reserves with a net discounted present value
calculated in the same manner as in the most recent Engineering Report in excess of 10% of the total net discounted present value of Proven Reserves of the Borrower and its Subsidiaries as reflected
in such Engineering Report (plus such Subsidiaries' Proven Reserved not included in such Engineering Report). Except as
otherwise permitted by Section 6.07(a)(iii), no assets may be transferred to a Subsidiary that is not a Guarantor.

Section 6.15Limitation on Leases.    None of the Credit Parties shall, nor shall any of the Credit Parties
permit any of their Subsidiaries to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal including Capital
Leases but excluding leases of Hydrocarbon Interests and the equipment used thereon), under leases or lease agreements that would cause the aggregate amount of all payments made by the Credit Parties
and their Subsidiaries pursuant to all such leases or lease agreements to exceed $1,500,000 in any period of twelve consecutive calendar months during the life of such leases.

Section 6.16Environmental Matters.    None of the Credit Parties shall, nor shall any of the Credit Parties
permit any of their Subsidiaries to, cause or permit any of its Property to be in violation of, or do anything to permit anything to be done that will subject any such Property to any remedial
obligations under any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where
such violations or remedial obligations would cause a Material Adverse Change.

Section 6.17Borrower as Operator.    Except for any Oil and Gas Properties sold in accordance with
Section 6.05, the Borrower shall not, and shall not permit any of its Subsidiaries to, during any calendar year, voluntarily resign as the operator of Oil and Gas Properties constituting more
than twenty-five percent (25%) of the value of the proved developed producing reserves evaluated in the Engineering Report applicable to such calendar year unless the Majority Lenders
deliver prior written approval of such resignations to the Borrower.

Section 6.18Equity Interests of Partners.    Brigham Exploration will not permit any of Equity Interests of
any of the Partners to be owned or controlled by any Person other than Brigham Exploration or another Partner.

Section 6.19Speculative Trading.    The Borrower shall not, nor shall it permit any of its Subsidiaries to,
purchase, assume, or hold a speculative position in any commodities market or futures market or enter into any Hydrocarbon Hedge Agreement, Interest Hedge Agreement or similar hedge arrangements for
speculative purposes;providedthat any hedge arrangements which cover anticipated production volumes attributable to Proven Reserves of the Borrower
and its Subsidiaries within the limits set forth in Section 6.02(g) shall not be considered "speculative".

Section 6.20Change of Name; Fiscal Year; Accounting Method.    None of the Credit Parties shall, nor shall
any of the Credit Parties permit any of their Subsidiaries to, change its name, fiscal year or method of accounting except as required by GAAP;providedthat any Credit Party may change its name if such Credit Party has given the Agent at least 30 days' (unless otherwise consented to by the Agent) prior written notice of such name change and
taken such action as the Agent deems reasonably necessary to continue the perfection of the Liens securing payment of the Subordinated Obligations.

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Section 6.21Current Ratio.    Brigham Exploration shall not permit the ratio of (a) its consolidated
current assets (including the Unused Commitment Amount, as such term is defined in the Senior Credit Agreement) 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.

Section 6.22Interest 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) to be less than 2.75 to 1.0 for the twelve month period ending March 31, 2003; and thereafter, not less
than 3.25 to 1.0 for the twelve-month period ending June 30, 2003, and each twelve-month period ending at the end of each fiscal quarter.

Section 6.23Restrictions on Limited Partners.    Brigham Exploration shall not permit either of the Limited
Partners to hold any Properties other than the limited partner interests in the Borrower.

Section 6.24Advance Payment Contracts.    None of the Credit Parties will enter into or be a party to any
Advance Payment Contract with respect to any Oil and Gas Properties that are Collateral.

ARTICLE VII        EVENTS OF DEFAULT; REMEDIES

Section 7.01Events of Default.    The occurrence of any of the following events shall constitute an "Event
of Default" under any Subordinated Loan Document:



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Section 7.02Optional Acceleration of Maturity.    If any Event of Default (other than an Event of Default
pursuant to Section 7.01(e)) shall have occurred and be continuing, then, and in any such event:



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Section 7.03Automatic Acceleration of Maturity.    If any Event of Default pursuant to
Section 7.01(e) shall occur:



Section 7.04Right of Set off.    Upon the occurrence and during the continuance of any Event of Default,
the Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing by the Agent or such Lender to or for the credit or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement, the Subordinated Notes held by the Agent or such Lender, and the other Subordinated Loan Documents, irrespective of whether or not the
Agent or such Lender shall have made any demand under this Agreement, such Subordinated Notes, or such other Subordinated Loan Documents, and although such obligations may be unmatured. The Agent and
each Lender agrees to promptly notify the Borrower after any such set off and application made by the Agent or such Lender,providedthat the failure to
give such notice shall not affect the validity of such set off and application. The rights of the Agent and each Lender under this Section 7.04 are in addition to any other rights and remedies
(including, without limitation, other rights of set off) that the Agent or such Lender may have.

Section 7.05Non-exclusivity of Remedies.    No remedy conferred upon the Agent and the Lenders
is intended to be exclusive of any other remedy, and each remedy shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or otherwise.

Section 7.06Application of Proceeds.    From and during the continuance of any Event of Default, any monies
or property actually received by the Agent pursuant to this Agreement or any other Subordinated Loan Document, the exercise of any rights or remedies under any Subordinated Security Instrument or any
other agreement with the Borrower, any Guarantor or any of the Borrower's Subsidiaries which secures any of the Subordinated Obligations, shall be applied in the following order:



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ARTICLE VIII        THE GUARANTY

Section 8.01Liabilities Guaranteed.    Each Guarantor hereby, joint and severally, irrevocably and
unconditionally guarantees the prompt payment at maturity of the Subordinated Obligations.

Section 8.02Nature of Guaranty.    This guaranty is an absolute, irrevocable, completed and continuing
guaranty of payment and not a guaranty of collection, and no notice of the Subordinated Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be
given to any Guarantor. This guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to the Subordinated Obligations arising or created after any attempted
revocation by such Guarantor and shall remain in full force and effect until the Subordinated Obligations are paid
in full and the Commitments are terminated, notwithstanding that from time to time prior thereto no Subordinated Obligations may be outstanding. The Borrower and the Lenders may modify, alter,
rearrange, extend for any period and/or renew from time to time, the Subordinated Obligations, and the Lenders may waive any Default or Events of Default without notice to any Guarantor and in such
event each Guarantor will remain fully bound hereunder on the Subordinated Obligations. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of
the Subordinated Obligations is rescinded or must otherwise be returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment
had not been made. This guaranty may be enforced by the Agent and any subsequent holder of any of the Subordinated Obligations and shall not be discharged by the assignment or negotiation of all or
part of the Subordinated Obligations. Each Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, notice of Default or
Event of Default, and also notice of acceptance of this guaranty, acceptance on the part of the Lenders being conclusively presumed by the Lenders' request for this guaranty and the Guarantors' being
party to this Agreement.

Section 8.03Agent's Rights.    Each Guarantor authorizes the Agent, without notice or demand and without
affecting any Guarantor's liability hereunder, to take and hold security for the payment of its obligations under this Article VIII or the Subordinated Obligations, and exchange, enforce, waive
and release any such security; and to apply such security and direct the order or manner of sale thereof as the Agent in its discretion may determine, and to obtain a guaranty of the Subordinated
Obligations from any one or more Persons and at any time or times to enforce, waive, rearrange, modify, limit or release any of such other Persons from their obligations under such guaranties.

Section 8.04Guarantor's Waivers.

(a)General.    Each Guarantor waives any right to require any of the Lenders to (i) proceed against the
Borrower or any other person liable on the Subordinated Obligations, (ii) enforce any of their rights against any other guarantor of the Subordinated Obligations, (iii) proceed or
enforce any of their rights against or exhaust any security given to secure the Subordinated Obligations, (iv) have the Borrower joined with any Guarantor in any suit arising out of this
Article VIII or the Subordinated Obligations, or (v) pursue any other remedy in the Lenders' powers whatsoever. The Lenders shall not

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be required to mitigate damages or take any action to reduce, collect or enforce the Subordinated Obligations. Guarantor waives any defense arising by reason of any disability, lack of corporate
authority or power, or other defense of the Borrower or any other guarantor of the Subordinated Obligations, and shall remain liable hereon regardless of whether the Borrower or any other guarantor be
found not liable thereon for any reason. Whether and when to exercise any of the remedies of the Lenders under any of the Subordinated Loan Documents shall be in the sole and absolute discretion of
the Agent, and no delay by the Agent in enforcing any remedy, including delay in conducting a foreclosure sale, shall be a defense to any Guarantor's liability under this Article VIII.

(b)Subrogation.    Until the Subordinated Obligations have been paid in full, each Guarantor waives all rights of
subrogation or reimbursement against the Borrower, whether arising by contract or operation
of law (including, without limitation, any such right arising under any federal or state bankruptcy or insolvency laws) and waives any right to enforce any remedy which the Lenders now have or may
hereafter have against the Borrower, and waives any benefit or any right to participate in any security now or hereafter held by the Agent or any Lender.

Section 8.05Maturity of Obligations, Payment.    Each Guarantor agrees that if the maturity of any of the
Subordinated Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this Article VIII without demand or notice to any
Guarantor. Each Guarantor will, forthwith upon notice from the Agent, jointly and severally pay to the Agent the amount due and unpaid by the Borrower and guaranteed hereby. The failure of the Agent
to give this notice shall not in any way release any Guarantor hereunder.

Section 8.06Agent's Expenses.    If any Guarantor fails to pay the Subordinated Obligations after notice
from the Agent of the Borrower's failure to pay any Subordinated Obligations at maturity, and if the Agent obtains the services of an attorney for collection of amounts owing by any Guarantor
hereunder, or obtaining advice of counsel in respect of any of their rights under this Article VIII, or if suit is filed to enforce this Article VIII, or if proceedings are had in any
bankruptcy, probate, receivership or other judicial proceedings for the establishment or collection of any amount owing by any Guarantor hereunder, or if any amount owing by any Guarantor hereunder is
collected through such proceedings, each Guarantor jointly and severally agrees to pay to the Agent the Agent's reasonable attorneys' fees.

Section 8.07Liability.    It is expressly agreed that the liability of each Guarantor for the payment of
the Subordinated Obligations guaranteed hereby shall be primary and not secondary.

Section 8.08Events and Circumstances Not Reducing or Discharging any Guarantor's Obligations.    Each
Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by law, and agrees that each Guarantor's obligations under this Article VIII shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including without limitation rights to notice) which each Guarantor might otherwise have as a result
of or in connection with any of the following:



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Section 8.09Subordination of All Guarantor Claims.    As used herein, the term "Guarantor Claims" shall
mean all debts and liabilities of the Borrower or any Subsidiary of the Borrower to any Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the
obligation of the Borrower or such Subsidiary thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be
evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired by any Guarantor. The Guarantor Claims shall include without limitation all rights and claims of any Guarantor against the
Borrower or any Subsidiary of the Borrower arising as a result of subrogation or otherwise as a result of such Guarantor's payment of all or a portion of the Subordinated Obligations. Until the
Subordinated Obligations shall be paid and satisfied in full and each Guarantor shall have performed all of its obligations hereunder, no Guarantor shall receive or collect, directly or indirectly,
from the Borrower or any Subsidiary of the Borrower or any other party any amount upon the Guarantor Claims during the occurrence and the continuance of an Event of Default.

Section 8.10Claims in Bankruptcy.    In the event of receivership, bankruptcy, reorganization, arrangement,
debtor's relief, or other insolvency proceedings involving the Borrower or any Subsidiary of the Borrower, as debtor, the Lenders shall have the right to prove their claim in any proceeding, so as to
establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor
hereby assigns such dividends and payments to the Lenders, subject to the prior rights of the Senior Agent and the Senior Lenders. Should the Agent or any Lender receive, for application upon the
Subordinated Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between the Borrower or any Subsidiary of the Borrower and any Guarantor, shall
constitute a credit upon the Guarantor Claims, then upon payment in full of the Subordinated Obligations, such Guarantor shall become subrogated to the rights of the Lenders to the extent that such
payments to the Lenders on the Guarantor Claims have contributed toward the liquidation of the Subordinated Obligations, and such subrogation shall be with respect to that proportion of the
Subordinated Obligations which would have been unpaid if the Agent or a Lender had not received dividends or payments upon the Guarantor Claims.

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Section 8.11Payments Held in Trust.    In the event that notwithstanding Section 8.09 and
Section 8.10, any Guarantor should receive any funds, payments, claims or distributions which is prohibited by such Sections, such Guarantor agrees to hold in trust for the Lenders an amount
equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions
except to pay them promptly to the Agent or the Senior Agent, and each Guarantor covenants promptly to pay the same to the Agent or the Senior Agent.

Section 8.12Liens Subordinate.    Each Guarantor agrees that any liens, security interests, judgment liens,
charges or other encumbrances upon the Borrower's or any Subsidiary of the Borrower's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens,
security interests, judgment liens, charges or other encumbrances upon the Borrower's or any Subsidiary of the Borrower's assets securing payment of the Subordinated Obligations, regardless of whether
such encumbrances in favor of any Guarantor, the Agent or the Lenders presently exist or are hereafter created or attach.

Section 8.13Guarantor's Enforcement Rights.    Without the prior written consent of the Lenders, no
Guarantor shall (a) exercise or enforce any creditor's right it may have against the Borrower or any Subsidiary of the Borrower, or (b) foreclose, repossess, sequester or otherwise take
steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor's relief or
insolvency proceeding) to enforce any lien, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of the Borrower or any Subsidiary of the Borrower
held by Guarantor.

ARTICLE IX        THE AGENT

Section 9.01Authorization and Action.    Each Lender hereby appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof and of the other Subordinated Loan Documents, together with such powers
as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Subordinated Loan Document (including, without limitation, enforcement or collection
of the Subordinated Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Subordinated Notes; providedthat the Agent
shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement,
any other Subordinated Loan Document, or applicable law.

Section 9.02Agent's Reliance, Etc.    Neither the Agent nor any of its directors, officers, agents, or
employees shall be liable for any action taken or omitted to be taken(INCLUDING THE AGENT'S OWN NEGLIGENCE)by it or them under or in connection with
this Agreement or the other Subordinated Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent:
(a) may treat the payee of any Subordinated Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form
satisfactory to the Agent; (b) may consult with legal counsel (including counsel for any Credit Party), independent public accountants, and other experts selected by it and shall not be liable
for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and
shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Subordinated Loan Documents; (d) shall not
have any duty to ascertain or to inquire as to the performance or observance

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of any of the terms, covenants or conditions of this Agreement or any other Subordinated Loan Document on the part of any Credit Party or to inspect the property (including the books and records) of
any Credit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other
Subordinated Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Subordinated Loan Document by acting upon any notice, consent, certificate, or
other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 9.03The Agent and Its Affiliates.    With respect to its Commitments, the Advances made by it and
the Subordinated Notes issued to it, the Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent. The term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, and generally engage in any kind of business with, any Credit Party, and any Person who may do business with or own securities of any Credit Party, all as if the Agent were not an
agent hereunder and without any duty to account therefor to the Lenders.

Section 9.04Lender Credit Decision.    Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on the Financial Statements and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each Lender also acknowledges that it shall, independently and without reliance upon the Agent 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 this Agreement.

Section 9.05Indemnification.THE LENDERS SEVERALLY AGREE TO INDEMNIFY THE AGENT
AND EACH AFFILIATE THEREOF AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE CREDIT PARTIES), ACCORDING TO THEIR RESPECTIVE PRO RATA SHARES FROM AND AGAINST ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST THE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER THIS AGREEMENT OR ANY OTHER SUBORDINATED LOAN DOCUMENT (INCLUDING
THE AGENT'S OWN NEGLIGENCE), AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES,PROVIDEDTHAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF
SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT
LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES)
INCURRED BY THE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE)
OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER SUBORDINATED LOAN DOCUMENT, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH BY THE CREDIT
PARTIES, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE AGENT AS A RESULT OF THE AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

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Section 9.06Successor Agent.    The Agent may resign at any time by giving written notice thereof to the
Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders upon receipt of written notice from the Majority Lenders to such effect. Upon receipt of notice of
any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent with, if any Event of Default has not occurred and is not continuing, the consent of the
Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Majority Lenders with the consent of the Borrower, and shall have accepted such
appointment, within 30 days after the resigning Agent's giving of notice of resignation or the Majority Lenders' removal of the resigning Agent, then the resigning Agent may, on behalf of the
Lenders and the Borrower, appoint a successor Agent, which shall be, in the case of a successor agent, a commercial bank having a combined capital and surplus of at least $500,000,000.00. Upon the
acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the resigning
Agent, and the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Subordinated Loan Documents. After any resigning Agent's resignation or removal
hereunder as Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other
Subordinated Loan Documents.

Section 9.07Collateral Matters.

(a)  The
Agent is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any actions with
respect to any Collateral or Subordinated Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the
Subordinated Security Instruments. The Agent is further authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any
action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Subordinated Loan Documents or applicable Legal Requirements.

(b)  Each
of the Lenders irrevocably authorizes the Agent to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the
Commitments and payment in full of all outstanding Advances and all other Obligations payable under this Agreement and under any other Subordinated Loan Document; (ii) constituting property
sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or the other Subordinated Loan Documents; (iii) constituting property in which
any Credit Party owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Oil and Gas Properties to which no Proven Reserves are attributed that currently
encumbered under the Mortgage Amendments; (v) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as required by Section 10.01
or (vi) as otherwise permitted by this Agreement. Upon the request of the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of
Collateral pursuant to this Section 9.07. The Agent hereby agrees, from time to time upon the prior written request of the Borrower, to execute and deliver such releases and/or termination
documents as may be necessary to effectively release any and all of the Liens granted to or held by the Agent upon any Collateral described in this Section 9.07(b).

(c)  The
powers conferred on the Agent under this Agreement and the other Subordinated Security Instruments are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the reasonable care of any Collateral in its possession and the accounting for monies or other property actually received by it
hereunder, the Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The
Agent shall be deemed to have exercised reasonable care as to the custody and preservation of the Collateral in its possession if the Collateral is

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accorded treatment substantially equal to that which the Agent accords its own property,providedthat the Agent shall have no responsibility for
taking any necessary steps to preserve rights against any parties with respect to any Collateral.

ARTICLE X        MISCELLANEOUS

Section 10.01Amendments, Etc.    No amendment or waiver of any provision of this Agreement, the
Subordinated Notes, or any other Subordinated Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed
by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedthat:



Notwithstanding
any of the foregoing provisions of this Section 10.01, the Agent may release Collateral relating to sales or transfers of property permitted under this Agreement
or any other Subordinated Loan Document;providedthat in no event shall Agent release all or substantially all of the Collateral without the prior
written consent of each of the Lenders.

Section 10.02Notices, Etc.    All notices and other communications shall be in writing (including, without
limitation, telecopy or telex) and mailed by certified mail, return receipt requested, telecopied, telexed, hand delivered, or delivered by a nationally recognized overnight courier, at the address
for the

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appropriate party specified inSchedule 1or at such other address as shall be designated by such party in a written notice to the other
parties. All such notices and communications shall, when so mailed, telecopied, telexed, or hand delivered or delivered by a nationally recognized overnight courier, be effective when received if
mailed, when telecopy transmission is completed, when confirmed by telex answer-back, or when delivered by such messenger or courier, respectively, except that notices and communications
to the Agent pursuant to Article II, Article IX or Article X shall not be effective until received by the Agent.

Section 10.03No Waiver; Remedies.    No failure on the part of any Lender or the Agent to exercise, and no
delay in exercising, any right hereunder or under any Subordinated Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 10.04Costs and Expenses.    The Borrower agrees to pay on demand (a) all reasonable
out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification, and amendment of this Agreement, the
Subordinated Notes, and the other Subordinated Loan Documents including, without limitation, the reasonable fees and out of pocket expenses of counsel for the Agent with respect to advising the Agent
as to its rights and responsibilities under this Agreement, and (b) all out of pocket costs and expenses, if any, of the Agent and each Lender (including, without limitation, reasonable counsel
fees and expenses of the Agent and each Lender) in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of this Agreement, the Subordinated Notes, and the
other Subordinated Loan Documents.

Section 10.05Binding Effect.    This Agreement shall become effective when it shall have been executed by
each of the Credit Parties and the Agent, and when the Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender or been notified by such Lender that such
Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Credit Parties, the Agent and each Lender and their respective successors and assigns, except that the
Borrower shall not have the right to assign its rights or delegate its duties under this Agreement or any interest in this Agreement without the prior written consent of each Lender.

Section 10.06Lender Assignments and Participations.

(a)Assignments.    Any Lender may assign to one or more banks or other entities all or any portion of its rights
and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Subordinated Notes held by it); providedthat (i) the
amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the
date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000.00, (ii) each such assignment shall be to an
Eligible Assignee, (iii) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Subordinated Notes subject to such assignment, and (iv) each Eligible
Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Agent a $3,500 administrative fee. Any such assignment need not be ratable as among the
Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three
Business Days after the execution thereof unless otherwise waived by the Agent in its sole discretion, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent
that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder
shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this
Agreement (and, in the case of an Assignment

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and Acceptance covering all or the remaining portion of such Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b)Term of Assignments.    By executing and delivering an Assignment and Acceptance, the Lender thereunder and the
assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such Lender makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency of value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by the Borrower or its Subsidiaries of any of their obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recently
delivered financial statements pursuant to Section 5.06 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender 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 this Agreement; (v) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and
(vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(c)The Register.    The Agent shall maintain at its address referred to in Section 10.02 a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Advances
owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and each of the Credit Parties, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)Procedures.    Upon its receipt of an Assignment and Acceptance executed by a Lender and an Eligible Assignee,
together with the Subordinated Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of the attached Exhibit A,
(i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and
(iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower shall execute and deliver to the Agent in exchange for the surrendered
Subordinated Notes (A) if such Eligible Assignee has acquired a Commitment, a new Subordinated Note to the order of such Eligible Assignee in an amount equal to such Commitment assumed by it
pursuant to such Assignment and Acceptance and (B) if such Lender has retained any Commitment hereunder, a new Subordinated Note to the order of such Lender in an amount equal to the Commitment
retained by it hereunder. Such new Subordinated Note shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the attached Exhibit E.

(e)Participations.    Each Lender may sell participations to one or more banks or other entities in or to all or a
portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Subordinated Notes held by it); providedthat (i) such Lender's obligations under this Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely

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responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Subordinated Notes for all purposes of this Agreement,
(iv) the Credit Parties, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this
Agreement, and (v) such Lender shall not require the participant's consent to any matter under this Agreement, except for change in the principal amount of the Subordinated Notes, reductions in
fees or interest, releasing all or substantially all of any Collateral or Brigham Exploration or the General Partner as a Guarantor, permitting any Credit Party to enter into any merger or
consolidation with or into any other (except as permitted hereby), postponement of any date fixed for any payment of principal of, or interest on, the Subordinated Notes or any fees or other amounts
payable hereunder, or extensions of the Maturity Date. The Borrower hereby agrees that participants shall have the same rights under Section 2.13, Section 2.14 and Section 10.07
as a Lender to the extent of their respective participations.

Section 10.07INDEMNIFICATION.    THE BORROWER SHALL INDEMNIFY THE AGENT, THE LENDERS AND EACH AFFILIATE
THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, OR DAMAGES WHICH
MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THEM IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THIS AGREEMENT OR ANY OTHER SUBORDINATED
LOAN DOCUMENT (INCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF THE PERSON BEING INDEMNIFIED'S OWN NEGLIGENCE OR STRICT LIABILITY) AND INCLUDING WITHOUT
LIMITATION ENVIRONMENTAL LIABILITIES, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE
INDEMNIFIED.

Section 10.08Execution in Counterparts.    This Agreement 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.

Section 10.09Survival of Representations, Etc.    All representations and warranties contained in this
Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Subordinated Loan Documents, the making of the
Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender's right to rely on such representations and warranties. All obligations of
the Borrower provided for in Section 2.13, Section 2.14(c), Section 10.04 and Section 10.07 and all of the obligations of the Lenders in Section 10.05 shall survive
any termination of this Agreement and repayment in full of the Subordinated Obligations.

Section 10.10Severability.    In case one or more provisions of this Agreement or the other Subordinated
Loan Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein or therein
shall not be affected or impaired thereby.

Section 10.11GOVERNING LAW.    EXCEPT AS OTHERWISE EXPRESSLY STATED IN ANY SUBORDINATED SECURITY
INSTRUMENT, THIS AGREEMENT, THE SUBORDINATED NOTES AND THE OTHER SUBORDINATED LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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Section 10.12SUBMISSION TO JURISDICTION; WAIVERS.    THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY:



Section 10.13WAIVER OF JURY TRIAL.    EACH OF THE CREDIT PARTIES, THE LENDERS AND THE AGENT HEREBY
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER SUBORDINATED LOAN DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.14ORAL AGREEMENTS.THIS AGREEMENT AND THE SUBORDINATED LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG 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.

54

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Section 10.15Dissemination of Information.    The Agent and each Lender agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates' directors, officers, employees and agents, including accountants, legal
counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential); (b) to the extent requested by any Governmental Authority in connection with banking regulations or supervision; (c) to the extent required by applicable Legal
Requirements or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) to the extent required, in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement for the benefit of the Credit Parties containing provisions
substantially the same as those of this Section 10.15 or any other confidentiality obligation referred to herein, to (i) any participant or Eligible Assignee or any other Person
acquiring an interest in the Subordinated Loan Documents (each a "Transferee") and any prospective Transferee or (ii) any direct or indirect contractual counterparty or prospective counterparty
(or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of Credit Parties; (g) with the prior
written consent of the Borrower; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available
to the Agent or any Lender on a nonconfidential basis from a source other than any Credit Party. In addition, the Agent or any Lender may disclose the existence of this Agreement and information about
this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agent and the Lenders in connection with the administration and management of
this Agreement, the other Subordinated Loan Documents, and the Advances. For the purposes of this Section 10.15, "Information" means all information received from, or on behalf of, any Credit
Parties relating to any Credit Party or their business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party; providedthat, in the case of information received from any Credit Party after the date hereof, such information is clearly identified in writing at the
time of delivery as confidential; andprovided,further, that notwithstanding the foregoing, each
Engineering Report shall be deemed to be confidential regardless of whether such Engineering Report is identified in writing at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section 10.15 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 10.16Production Proceeds.    Notwithstanding that, by the terms of the various Subordinated
Security Instruments, the Credit Parties are and will be assigning to the Agent and the Lenders all of the "Production Proceeds" (as defined therein) accruing to the Property covered thereby, so long
as no Event of Default has occurred the Credit Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the
Subordinated Security Instruments, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of Default, the Agent and the Lenders may exercise all rights and remedies granted
under the Subordinated Security Instruments, including the right to obtain possession of all Production Proceeds
then held by the Credit Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether intentional or inadvertent, by the Agent
or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Subordinated Security Instruments, nor shall any
release of any Production Proceeds by the Agent or the Lenders to the Credit Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the
Lenders to collect other Production Proceeds thereafter.

Section 10.17Amendment and Restatement.    The Borrower, the Agent and the Lenders have agreed that this
Agreement is an amendment and restatement of the Existing Subordinated Credit Agreement in its entirety and the terms and provisions hereof supersede the terms and provisions thereof, and this
Agreement is not a new or substitute credit agreement or novation of the Existing Subordinated Credit Agreement.

55

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EXECUTED as of the date first above written.

| |  | BORROWER:                               
| |  | ----------------------------------------
| |  | BRIGHAM OIL & GAS, L.P.                 
| |  | By:                                     
| |  | By:                                     
| |  | GUARANTORS:                             
| |  | BRIGHAM EXPLORATION COMPANY             
| |  | By:                                     
| |  | BRIGHAM, INC.                           
| |  | By:                                     
| |  | AGENT:                                  
| |  | THE ROYAL BANK OF SCOTLAND plc,
as Agent
| |  | By:                                     
| |  | LENDERS:                                
| |  | THE ROYAL BANK OF SCOTLAND plc          
| |  | By:                                     

56

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EXHIBIT A        FORM OF ASSIGNMENT AND ACCEPTANCE

Dated                        ,

Reference is made to the Amended and Restated Subordinated Credit Agreement dated as of March [    ], 2003 (as the same may be
amended or modified from time-to-time, the "Subordinated Credit Agreement") among Brigham Oil & Gas, L.P., a Delaware limited partnership (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") for the
Lenders. Capitalized terms not otherwise defined in this Assignment and Acceptance shall have the meanings assigned to them in the Subordinated Credit Agreement.

Pursuant
to the terms of the Subordinated Credit Agreement,                        wishes to assign and delegate    %(1)
 of its rights and obligations under the Subordinated Credit
Agreement. Therefore,                        ("Assignor"), ("Assignee"), and the Agent agree as follows:

---

1.    The
Assignor hereby sells and assigns and delegates to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse to the Assignor and
without representation or warranty except for the representations and warranties specifically set forth in clauses (i) and (ii) of Section 2, a    % interest in and to
all of the Assignor's rights and obligations under the Subordinated Credit Agreement as of the Effective Date (as defined below), including, without limitation, such
percentage interest in the Assignor's Advances owing to the Assignor, and the Subordinated Note held by the Assignor.

2.    The
Assignor (i) represents and warrants that, prior to executing this Assignment and Acceptance, the aggregate outstanding principal amount of Advances owed to it
by the Borrower is
$                                         
 ; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest
is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties, or representations made in, or in
connection with, the Subordinated Credit Agreement or any other Subordinated Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Subordinated
Credit Agreement or any other Subordinated Loan Document or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its respective obligations under the Subordinated Credit Agreement or any
other Subordinated Loan Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Subordinated Note referred to in paragraph 1 above and requests that
the Agent exchange such Subordinated Note for a new Subordinated Note dated                        ,
            in the principal amount of
$                                         
 payable to the order of the
Assignee, and [a new Subordinated Note dated                        ,
            in the principal amount of
$                        payable to the order of the Assignor.]

3.    The
Assignee (i) confirms that it has received a copy of the Subordinated Credit Agreement, together with copies of the most recent financial statements referred
to in Section 5.06 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the Agent, the 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 Subordinated Credit Agreement or any other Subordinated Loan

A-1

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Document; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Subordinated Credit Agreement and any other Subordinated Loan
Document as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Subordinated Credit Agreement or any other Subordinated Loan Document are required to be performed by it as a Lender; (v) specifies as its Lending
Office (and address for notices) the office set forth beneath its name on the signature pages hereof; (vi) attaches the forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Subordinated Credit
Agreement and the Subordinated Notes or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty;(2) and
(vii) represents that it is an Eligible Assignee.

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4.    The
Assignee confirms that it has received a copy of the Intercreditor and Subordination Agreement and expressly agrees that it will be bound, in its capacity as a
Subordinated Lender, by the terms thereof. The Assignee shall execute such other agreements, documents and instruments as the Senior Agent may reasonably request to effect the purpose of this
paragraph 4.

5.    The
effective date for this Assignment and Acceptance shall be dated                        ,
            (the "Effective Date")(3) and following the execution of this
Assignment and Acceptance, the Agent will record it.

---

6.    Upon
such recording, and as of the Effective Date, (i) the Assignee shall be a party to the Subordinated Credit Agreement for all purposes, and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Subordinated Credit Agreement.

7.    Upon
such recording, from and after the Effective Date, the Agent shall make all payments under the Subordinated Credit Agreement and the Subordinated Note in respect of
the interest assigned hereby (including, without limitation, all payments of principal, interest, letter of credit fees and commitment fees) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Subordinated Credit Agreement and the Subordinated Note for periods prior to the Effective Date directly between themselves.

8.    This
Assignment and Acceptance shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.

A-2

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The
parties hereto have caused this Assignment and Acceptance to be duly executed as of the date first above written.

| |  | [ASSIGNOR]                 
| |  | ---------------------------
| |  |                            
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  |                            
| |  | Address:                   
| |  |                            
| |  |                            
| |  | Attention:                 
| |  | Telecopy No: (XXX) XXX-XXXX
| |  |                            
| |  | [ASSIGNEE]                 
| |  |                            
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  |                            
| |  | Lending Office             
| |  |                            
| |  | Address:                   
| |  |                            
| |  |                            
| |  | Attention:                 
| |  | Telecopy No: (XXX) XXX-XXXX

A-3

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EXHIBIT B        Form of Compliance Certificate

FOR THE PERIOD FROM            , 200    TO            , 200

This certificate dated as of            , 200    is prepared pursuant to Amended and Restated Subordinated
Credit Agreement dated as of March
[    ], 2003 (as the same may be amended or modified from time-to-time, the "Subordinated Credit
Agreement") among Brigham Oil & Gas, L.P., a Delaware limited partnership (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") for the Lenders. Unless otherwise defined in this certificate, capitalized terms that are defined in the Subordinated Credit Agreement shall have the meanings assigned to them by
the Subordinated 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 Subordinated 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 respect as of such earlier date), and
(c) that as of the date hereof, the following amounts and calculations were true and correct:

|1. |  | Section 6.22Current Ratio.                                                                                                    |  |                                                                                                                                                                       |  |   
|-- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|   |  | (a)                                                                                                                           |  | consolidated current assets of Brigham Exploration and its consolidated Subsidiaries (including the Unused Revolving Commitment Amount as of the date of calculation) |  | $ 
|   |  | (b)                                                                                                                           |  | consolidated current liabilities of Brigham Exploration and its consolidated Subsidiaries                                                                             |  | $ 
|   |  | Current Ratio = (a) divided by (b)                                                                                            |  |                                                                                                                                                                       |  |   
|   |  | Minimum Current Ratio                                                                                                         |  | 1.00 to 1.00                                                                                                                                                         
|   |  | Compliance                                                                                                                    |  | Yes                                                                                                                                                                   |  | No
|2. |  | Section 6.23Interest 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 Current Ratio for twelve-month period ending March 31, 2003                                                           |  | 2.75 to 1.00                                                                                                                                                         
|   |  | For twelve-month period ending June 30, 2003 and each twelve-month period ending at the end of each fiscal quarter thereafter |  | 3.25 to 1.00                                                                                                                                                         
|   |  | Compliance                                                                                                                    |  | Yes                                                                                                                                                                   |  | No

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            ,
200  .

B-1

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EXHIBIT C

[RESERVED]

C-1

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EXHIBIT D

[RESERVED]

D-1

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EXHIBIT E

FORM OF SUBORDINATED NOTE

THIS INSTRUMENT IS SUBORDINATED TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INTERCREDITOR AND SUBORDINATION AGREEMENT REFERRED TO BELOW.

SUBORDINATED NOTE

|$23,000,000.00 |  | March [21], 2003
|-------------- |  | ----------------

For value received, the undersigned BRIGHAM OIL & GAS, L.P., a Delaware limited partnership (the
"Borrower"), hereby promises to pay to the order of            (the "Payee") the principal
amount
of            No/100 Dollars ($            ) or, if less, the aggregate outstanding principal amount of the Advances (as defined
in the Subordinated Credit Agreement referred to below) made
by the Payee to the Borrower, together with interest on the unpaid principal amount of the Advances from the date of such Advances until such principal amount is paid in full, at such interest rates,
and at such times, as are specified in the Subordinated Credit Agreement. The Borrower may make prepayments on this Subordinated Note in accordance with the terms of the Subordinated Credit Agreement.

This
Subordinated Note is one of the Subordinated Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Amended and Restated Subordinated Credit
Agreement dated as of March [21], 2003, (as the same may be amended or modified from time to time, the "Subordinated Credit Agreement"), 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") for the Lenders. Capitalized terms used in this Subordinated Note that are defined in the Subordinated Credit Agreement and
not otherwise defined in this Subordinated Note have the meanings assigned to such terms in the Subordinated Credit Agreement. The Subordinated Credit Agreement, among other things,
(a) provides for the making of the Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness
of the Borrower resulting from each such Advance being evidenced by this Subordinated Note, and (b) contains provisions for acceleration of the maturity of this Subordinated Note upon the
happening of certain events stated in the Subordinated Credit Agreement and for prepayments of principal prior to the maturity of this Subordinated Note upon the terms and conditions specified in the
Subordinated Credit Agreement.

In
connection with the execution and delivery of the Subordinated Credit Agreement, the Agent, the Borrower, Brigham Exploration Company, Brigham, Inc., and
Société Générale, as administrative agent (the "Senior Agent") under that certain Second
Amended and Restated Credit Agreement dated as of March [21], 2003, (as the same may be amended or modified from time to time, the "Senior Credit Agreement"), among the
Borrower, Brigham Exploration Company, Brigham, Inc., the lenders party thereto, have entered into that certain Amended and Restated Intercreditor and Subordination Agreement dated as of March
[21], 2003 (as the same may be amended or supplemented from time to time, the "Intercreditor and Subordination Agreement").
Payments of principal and interest on this Subordinated Note are subordinated to the extent provided in the Intercreditor and Subordination Agreement.

Both
principal and interest are payable in lawful money of the United States of America to the Agent at 101 Park Avenue, 12th Floor, New York, New York 10178 or such other
location or address in New York specified by the Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Subordinated Note, but no failure of the Payee to
make such recordings shall affect the Borrower's repayment obligations under this Subordinated Note.

This
Subordinated Note is secured by the Subordinated Security Instruments and guaranteed pursuant to Article VIII of the Subordinated Credit Agreement.

E-1

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Except
as specifically provided in the Subordinated Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and
any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Subordinated Note shall operate as a waiver of such rights.

THIS
SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

THIS
SUBORDINATED NOTE AND THE OTHER SUBORDINATED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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.

[SIGNATURE
OF BRIGHAM OIL & GAS, L.P.]

E-2

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EXHIBIT F        FORM OF SECOND MORTGAGE AMENDMENT

AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST,
ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT,
FIXTURE FILING, AND FINANCING STATEMENT

FROM

BRIGHAM
OIL & GAS, L.P.

a
Delaware limited partnership,

as
grantor and mortgagor,

TO

PHILLIP
BALLARD,

as
Trustee

FOR
THE BENEFIT OF

THE
ROYAL BANK OF SCOTLAND plc,

as
Agent,

as
beneficiary,

AND
TO

THE
ROYAL BANK OF SCOTLAND plc,

as
Agent,

as
Mortgagee

NOTICE TO MORTGAGOR:

A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. WITH RESPECT TO PORTIONS OF THE MORTGAGED PROPERTY LOCATED IN THE STATE OF OKLAHOMA,
SUCH POWER OF SALE IS GRANTED PURSUANT TO THE OKLAHOMA MORTGAGE FORECLOSURE ACT (AS DEFINED BELOW). # IN CERTAIN STATES, A POWER OF SALE MAY ALLOW TRUSTEE OR MORTGAGEE, AS APPLICABLE, TO TAKE THE
MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY MORTGAGOR UNDER THIS INSTRUMENT. THIS INSTRUMENT CONTAINS AFTER-ACQUIRED
PROPERTY PROVISIONS. THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. THIS INSTRUMENT COVERS ALL PRODUCTS AND PROCEEDS OF THE MORTGAGED PROPERTY.

THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS
INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO ACCOUNTS
RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS MORTGAGOR'S INTEREST INFIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR
RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS.

F-1

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AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT

THE OBLIGATIONS UNDER THIS INSTRUMENT ARE EXPRESSLY SUBORDINATED TO THAT CERTAIN AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, ASSIGNMENT
OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT DATED AS OF THE DATE HEREOF THAT HAS BEEN EXECUTED BY MORTGAGOR (AS HEREINAFTER DEFINED) IN FAVOR OF
SOCIÉTÉ GÉNÉRALE ("SG"), THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SENIOR LENDERS (AS HEREINAFTER DEFINED), THAT PROVIDES AND IS
INTENDED TO PROVIDE, A FIRST PRIORITY DEED OF TRUST AND MORTGAGE LIEN AND A FIRST PRIORITY SECURITY INTEREST IN THE MORTGAGED PROPERTY (AS HEREINAFTER DEFINED) TO SECURE THE OBLIGATIONS MORE
PARTICULARLY DESCRIBED IN THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG MORTGAGOR, BRIGHAM EXPLORATION COMPANY, BRIGHAM, INC., SG, THE ROYAL BANK OF SCOTLAND PLC
("RBS"), AND EACH OF THE OTHER LENDERS PARTY THERETO FROM TIME TO TIME (COLLECTIVELY, "SENIOR LENDERS"). THIS INSTRUMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN AMENDED AND RESTATED
INTERCREDITOR AGREEMENT DATED MARCH    , 2003 BY AND BETWEEN THE SENIOR LENDERS.

THIS
AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT (this "Second
Mortgage") is made effective as of March    , 2003 (the "Effective Date") byBRIGHAM
OIL & GAS, L.P., a Delaware limited partnership, whose address for notice is 6300 Bridge Point Parkway, Building 2, Suite 500, Austin, Texas 78730, as grantor and
mortgagor ("Mortgagor") to:



RECITALS:

A.    Mortgagor,
Brigham, Inc., a Nevada Corporation, Brigham Exploration Company, a Delaware corporation, Agent, and certain other lenders are parties to that certain
Amended and Restated Subordinated Credit Agreement dated effective as of March     , 2003, and all supplements thereto and amendments or modifications thereof, and all agreements,
given in substitution therefore or in restatement, renewal or extension thereof, in whole or in part (the "Amended and Restated Subordinated Credit
Agreement"). Agent and the other lenders party, from time to time, to the Amended and Restated Subordinated Credit Agreement may be referred to periodically herein as,
individually, a "Lender" and, collectively, as the "Lenders."

B.    Mortgagor,
the lenders party thereto, and Agent entered into that certain Subordinated Credit Agreement dated October 31, 2000 (the
"Existing Subordinated Credit Agreement").

C.    Pursuant
to the Amended and Restated Subordinated Credit Agreement, Mortgagor has agreed to enter into this Second Mortgage. In addition, it is a condition to the
obligation of each Lender to make such Lender's initial Advance as part of the initial Borrowing that this Second Mortgage be executed and delivered to Trustee and to Mortgagee.

D.    This
Mortgage constitutes for all purposes an amendment and restatement of the security instruments more particularly described on Schedule Iattached hereto and made a part hereof (collectively, the
"Original Mortgages") and not a new or substitute security instrument.

F-2

---

NOW,
THEREFORE, in consideration of the foregoing, in order to comply with the terms, provisions, and conditions of the Amended and Restated Subordinated Credit Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor hereby enters into this Second Mortgage on the following terms and conditions:

ARTICLE I

Granting Clause; Description of Indebtedness Secured

Section 1.01Granting Clause.In order to secure the payment of the Indebtedness (as hereinafter defined
in Section 1.03) and in order to secure the performance of the covenants, obligations, agreements, warranties, and undertakings herein contained, (x) with respect to any portion of the
Mortgaged Property (as hereinafter defined) that is located in or is subject to the laws of the State of Texas or any other state pursuant to the law of which a deed of trust is a lawful security
instrument, Mortgagor does hereby GRANT, BARGAIN, SELL, ASSIGN, PLEDGE, GIVE, MORTGAGE, WARRANT, SET OVER, TRANSFER, HYPOTHECATE, and CONVEY unto Trustee and Trustee's successors and substitutes in
trust hereunder IN TRUST WITH POWER OF SALE, for the use and benefit of Agent and the Lenders, all of Mortgagor's right, title, and interest, whether now owned or hereafter acquired, in the real and
personal property, rights, titles, interests and estates described hereinafter (the "Trust Estate Property") and (y) with respect to any portion of the Mortgaged Property (as hereinafter
defined) that is located in or is subject to the laws of the State of Oklahoma or any state pursuant to the law of which a deed of trust is not a lawful security instrument, Mortgagor does hereby
GRANT, BARGAIN, SELL, ASSIGN, PLEDGE, GIVE, MORTGAGE, WARRANT, SET OVER, TRANSFER, HYPOTHECATE, and CONVEY to Mortgagee for the use and benefit of Agent and the Lenders all of Mortgagor's right,
title, and interest, whether now owned or hereafter acquired, in the real and personal property, rights, titles, interests and estates described hereinafter (the
"Non-Trust Estate Property") (the Trust Estate Property and the Non-Trust Estate Property are herein collectively called the
"Mortgaged Property"):



F-3

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F-4

---



TO
HAVE AND TO HOLD the Trust Estate Property unto Trustee for the benefit of Agent and the Lenders, and Trustee's successors in trust and assigns forever, and the Non-Trust
Estate Property unto Mortgagee for the benefit of Agent and the Lenders, and Mortgagee's successors and assigns forever, in each case upon the terms, provisions, and conditions set forth herein.
Mortgagor does hereby bind itself, and its successors and permitted assigns, to warrant and forever defend all and singular the Mortgaged Property unto Trustee and Mortgagee against every Person
whomsoever lawfully claiming or to claim the same, or any part thereof.

WITH RESPECT TO ANY MORTGAGED PROPERTY LOCATED IN THE STATE OF OKLAHOMA, MORTGAGOR HEREBY GRANTS TO MORTGAGEE AND TO TRUSTEE THE RIGHT AND POWER TO FORECLOSE THIS
SECOND MORTGAGE PURSUANT TO THE OKLAHOMA POWER OF SALE MORTGAGE # FORECLOSURE ACT, 46 OKLAHOMA STATUTES, §40,ET. SEQ.(THE "OKLAHOMA
MORTGAGE FORECLOSURE ACT") AS PRESENTLY IN FORCE AND AS MAY BE AMENDED FROM TIME TO TIME.

Section 1.02Grant of Security Interest.To further secure the Indebtedness (as hereinafter defined in
Section 1.03), Mortgagor hereby grants to Mortgagee for the benefit of Agent and the Lenders, subject to the reservations and restrictions set forth herein below, a security interest in and to
the Mortgaged Property (whether now or hereafter acquired by operation of law or otherwise) insofar as the Mortgaged Property consists of equipment, accounts, contract rights, general intangibles
(subject in the case of geological and geophysical data (including without limitation raw data and

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interpretations) contract rights and general intangibles to any existing restrictions on disclosure and/or transfer), insurance contracts, insurance proceeds, inventory, Hydrocarbons, fixtures and
any and all other personal property of any kind or character defined in and subject to the provisions of the Uniform Commercial Code presently in effect in the jurisdiction in which the Mortgaged
Property is situated ("Applicable UCC"), including the proceeds and products from any and all of such personal property, whether such proceed or
products are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real or immovable property, personal or movable property, or other assets. In
addition to all other rights and remedies afforded to Mortgagee pursuant to this Second Mortgage, upon the happening of any Event of Default, Mortgagee is and shall be entitled to all of the rights,
powers and remedies afforded a secured party by the Applicable UCC with reference to the personal property and fixtures in which Mortgagee has been granted a security interest herein, or Trustee or
Mortgagee may proceed as to both the real and personal property covered hereby in accordance with the rights and remedies granted under this Second Mortgage in respect of the real property covered
hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted to Trustee or Mortgagee under any other provision of this Second Mortgage or under any other Security
Instrument. Written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Mortgaged Property which is personal property
subject to the provisions of the Applicable UCC, or prior to the date after which private sale of any such part of the Mortgaged Property will be made, shall constitute reasonable notice. It is
Mortgagor's intention that the security interest granted pursuant to this Mortgage encumber Mortgagor's interest in As-Extracted Collateral (as hereinafter defined). For purposes of this
Mortgage, the term "As-Extracted Collateral" shall have the meaning ascribed to such term in the Applicable UCC.

Section 1.03Indebtedness Secured.This Second Mortgage is executed and delivered by Mortgagor to secure
and enforce the following (collectively, the "Indebtedness"):



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Section 1.04Fixture Filing, Etc.Without in any manner limiting the generality of any of the other
provisions of this Second Mortgage: (i) some portions of the goods described or to which reference is made herein are or are to become fixtures on the land described or to which reference is
made herein or on attached Exhibit A; (ii) the security interests created hereby under applicable provisions of the Applicable UCC will attach to Hydrocarbons (minerals including oil and
gas) or the accounts resulting from the sale thereof at the wellhead or minehead located on the land described or to which reference is made herein; and (iii) this Second Mortgage is to be
filed of record in the real estate records as a fixture filing with respect to all fixtures comprising any part of the Mortgaged Property and as a financing statement pursuant to the Applicable UCC
with respect to any As-Extracted Collateral and any other personal property comprising any part of the Mortgaged Property. Mortgagor is the record owner of the real estate or interests in
the real estate comprised of the Mortgaged Property.

Section 1.05Defined Terms; Interpretation.Initially-capitalized terms not otherwise specifically
defined herein shall have the meaning ascribed to such terms in the Amended and Restated Subordinated Credit Agreement. All other rules of interpretation set forth in Section 1.05 of the
Amended and Restated Subordinated Credit Agreement shall apply to this Second Mortgage and are hereby incorporated herein by reference.

ARTICLE II

Assignment of Production

Section 2.01Assignment.Mortgagor has hereby absolutely and unconditionally assigned, transferred, set
over, and conveyed, and does hereby absolutely and unconditionally assign, transfer, set over, and convey unto Mortgagee, its successors and assigns, all of the Hydrocarbons and all products obtained
or processed therefrom, and the revenues and proceeds now and hereafter attributable to the Hydrocarbons and said products and all payments in lieu of the Hydrocarbons such as "take or pay" payments
or settlements, together with the immediate and continuing right to collect and receive all of the foregoing (the "Production Proceeds"). The
Hydrocarbons and products are to be delivered into pipelines connected with the Mortgaged Property, or to the purchaser thereof, to the credit of Mortgagee, free and clear of all taxes, charges,
costs, and expenses; and all such revenues and proceeds shall be paid directly to Mortgagee, at its banking quarters in [New York, New York] with no duty or obligation of any
party paying the same to inquire into the rights of Mortgagee to receive the same, what application is made thereof, or as to any other matter. Mortgagor agrees to perform all such acts, and to
execute all such further assignments, transfers and division orders, and other instruments as may be required or desired by Mortgagee or any party in order to have said proceeds and revenues so paid
to Mortgagee. Mortgagee is fully authorized to receive and receipt for said revenues and proceeds; to endorse and cash any and all checks and drafts payable to the order of Mortgagor or Mortgagee for
the account of Mortgagor received from or in connection with said revenues or proceeds and to hold the proceeds thereof in a bank account as additional collateral securing the Indebtedness; and to
execute transfer and division orders in the name of Mortgagor, or otherwise, with warranties binding
Mortgagor. All proceeds received by Mortgagee pursuant to this assignment shall be applied as provided in the other Loan Documents. Mortgagee shall not be liable for any delay, neglect, or failure

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to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but Mortgagee shall have the right, at its election, in the name of Mortgagor or otherwise, to
prosecute and defend any and all actions or legal proceedings deemed advisable by Mortgagee in order to collect such funds and to protect the interests of Mortgagee, and/or Mortgagor, with all costs,
expenses and attorneys' fees incurred in connection therewith being paid by Mortgagor. Mortgagor hereby appoints Mortgagee as its attorney-in-fact to pursue any and all rights
of Mortgagor to liens on and security interests in the Hydrocarbons securing payment of proceeds of runs attributable to the Hydrocarbons. In addition to the rights granted to Trustee and/or Mortgagee
in this Second Mortgage, Mortgagor hereby further transfers and assigns to Mortgagee any and all such liens, security interests, financing statements or similar interests of Mortgagor attributable to
its interest in the Hydrocarbons and proceeds of runs therefrom arising under or created by said statutory provision, judicial decision or otherwise. The power of attorney granted to Mortgagee in this
Section 2.01, being coupled with an interest, shall be irrevocable so long as the Indebtedness or any part thereof remains unpaid.

Section 2.02Rights Under Texas Act.Mortgagor hereby grants, sells, assigns, sets over and mortgages
unto Mortgagee during the term hereof, all of Mortgagor's rights and interests pursuant to the provisions of Section 9.343 of the Texas Business and Commerce Code, hereby vesting in Mortgagee
all of Mortgagor's rights as an interest owner to the continuing security interest in and lien upon the Mortgaged Property.

Section 2.03No Modification of Payment Obligations.Nothing herein contained shall modify or otherwise
alter the obligation of Mortgagor to make prompt payment of all principal and interest owing on the Indebtedness when and as the same become due regardless of whether the proceeds of the Hydrocarbons
are sufficient to pay the same and the rights provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter
existing to secure payment of the Indebtedness.

Section 2.04Release from Liability; Indemnification.Agent and its successors and assigns are hereby
absolutely absolved from all liability for failure to enforce collection of the proceeds from runs attributable to the Hydrocarbons and from all other responsibility in connection therewith, except
the responsibility to account to Mortgagor for funds actually received by Agent. Mortgagor agrees to indemnify and hold harmless Agent, including, for purposes of this paragraph, Agent's directors,
officers, partners, employees, and agents and any persons owned or controlled by any affiliate of Agent, from and against all claims, demands, liabilities, losses, damages (including, without
limitation, consequential, punitive, and special damages), causes of action, judgments, penalties, costs and reasonable out-of-pocket expenses (including, without limitation,
reasonable attorneys' fees and expenses) imposed upon, asserted against, or incurred or paid by Agent by reason of the assertion that Agent has received, either before or after payment in full of the
Indebtedness, funds from the production of Hydrocarbons. The foregoing indemnities shall not terminate upon the expiration, termination, or cancellation of the Amended and Restated Subordinated Credit
Agreement or this Second Mortgage, but shall survive such expiration, termination, or cancellation, as well as any foreclosure of this Second Mortgage or any conveyance in lieu of foreclosure, and the
repayment of the Indebtedness and the discharge and release of this Second Mortgage and any other documents evidencing and/or securing the
Indebtedness. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR HEREBY AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH
RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, PUNITIVE, AND SPECIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS, AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY INDEMNIFIED PARTY. Notwithstanding the foregoing,
however, the indemnities set forth

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in this Section 2.04 shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or
arises out of the gross negligence or willful misconduct of such particular indemnified party.

Section 2.05Absolute Obligation of Credit Parties.Nothing herein contained shall detract from or limit
the obligations of any Mortgagor or any other Credit Party to make payment as required pursuant to the terms of the Loan Documents, regardless of whether the assignment of production described in this
Article II is sufficient to pay same, and the rights under this Article II shall be cumulative of all other rights of Agent and any other Lender under the Loan Documents.

ARTICLE III

Representations, Warranties and Covenants

In order to induce Agent and the Lenders to enter into the transactions described in the Amended and Restated Subordinated Credit Agreement, Mortgagor hereby
represents, warrants and covenants, to Trustee, Agent, each of the Lenders, and to Mortgagee as follows:

Section 3.01Title.To the extent of the undivided interests in the wells specified on attached
Exhibit A, Mortgagor is possessed of such interests in the Mortgaged Property, and Mortgagor has, and Mortgagor covenants to maintain, good and indefeasible title to the Mortgaged Property. The
Mortgaged Property is free of any and all Liens (as defined in the Amended and Restated Subordinated Credit Agreement) except Permitted Liens (as defined in the Amended and Restated Subordinated
Credit Agreement) and Liens, if any, described in Exhibit A (collectively, the "Permitted Encumbrances").

Section 3.02Defend Title.This Second Mortgage is, and always will be kept, a direct lien and security
interest upon the Mortgaged Property subject only to the Permitted Encumbrances, and, except for Permitted Encumbrances, Mortgagor will not create or suffer to be created or permit to exist any lien,
security interest or charge prior or junior to or on a parity with the lien and security interest of this
Second Mortgage upon the Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other income therefrom. Mortgagor hereby warrants and Mortgagor does by these presents
agree to forever defend the Mortgaged Property against the claims and demands of all other persons whomsoever and to maintain and preserve the lien created hereby so long as any of the Indebtedness
secured hereby remains unpaid. Should an adverse claim be made against or a cloud develop upon the title to any part of the Mortgaged Property, Mortgagor agrees it will immediately defend against such
adverse claim or take appropriate action to remove such cloud at Mortgagor's cost and expense, and Mortgagor further agrees that Trustee and/or Mortgagee may take such other action as they deem
advisable to protect and preserve their interests in the Mortgaged Property, and in such event Mortgagor will indemnify Trustee and Mortgagee against any and all cost, attorney's fees and other
expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud.

Section 3.03Not a Foreign Person.Mortgagor is not a "foreign person" within the meaning of the Internal
Revenue Code of 1986, as amended (hereinafter called the "Code"), Sections 1445 and 7701 (i.e. Mortgagor is not a non-resident alien,
foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder).

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Section 3.04Existence; Power to Create Lien and Security; Enforceable Obligations.

(a)  Mortgagor
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and in good standing and qualified to do business
in each jurisdiction where its ownership or lease of any of the Mortgaged Property or conduct of its business requires such qualification and where the failure to so qualify could reasonably be
expected to cause a Material Adverse Change.

(b)  The
execution, delivery, and performance by Mortgagor of this Second Mortgage and the consummation of the transactions contemplated hereby and thereby (i) are
within such Mortgagor's powers, (ii) have been duly authorized by all necessary governing action, (iii) do not contravene (A) Mortgagor's governance documents or (B) any
Legal Requirement or any material contractual restriction binding on or affecting Mortgagor, and (iv) will not result in or require the creation or imposition of any Lien upon any of the
material Property of any Credit Party prohibited by the Amended and Restated Subordinated Credit Agreement.

(c)  This
Second Mortgage has been duly executed and delivered by Mortgagor. This Second Mortgage is the legal, valid, and binding obligation of Mortgagor enforceable against
Mortgagor in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights
generally and by general principles of equity.

Section 3.05Net Revenue and Cost Bearing Interest.With respect to each well listed on Exhibit A
hereto which comprises a part of the Mortgaged Property, Mortgagor's ownership of such Mortgaged Property does and will, with respect to each such well (whether such well is presently unitized or is
presently producing on a lease basis) (a) entitle Mortgagor to receive (subject to the terms and conditions of this Second Mortgage) a decimal share of the Hydrocarbons produced from, or
allocated to, such well equal to not less than the decimal share set forth on Exhibit A in connection with such well under the column on Exhibit A designated by the words
"Net Revenue Interest", the abbreviation "NRI", or words or abbreviations of similar import, and
(b) cause Mortgagor to be obligated to bear a decimal share of the cost of exploration, development, and operation of such well not greater than the decimal share set forth in Exhibit A
in connection with such well under the column on Exhibit A designated by the words "Operating Interest" or "Working
Interest", the abbreviation "WI", or words or abbreviations of similar import (unless there is a corresponding increase in the
Net Revenue Interest). The shares of production which Mortgagor is entitled to receive and the shares of expenses which Mortgagor is obligated to bear are not, and will not be, subject to change other
than changes which (i) arise pursuant
to non-consent provisions of operating agreements in connection with operations proposed after the effective date of this Second Mortgage, or (ii) are expressly described on
Exhibit A.

Section 3.06Rentals Paid; Leases in Effect.Mortgagor shall maintain all leases and agreements
comprising or relating to the Mortgaged Property in compliance with the requirements of the Amended and Restated Subordinated Credit Agreement.

Section 3.07Operation of Mortgaged Property.

(a)  The
Mortgaged Property (and properties unitized therewith) is, and hereafter will be, maintained, operated, and developed in compliance with the requirements of the
Amended and Restated Subordinated Credit Agreement.

(b)  To
the extent any interest owned by Mortgagor in the Mortgaged Property is not a working interest, Mortgagor covenants and agrees to take all reasonable action and to
exercise all reasonable rights and remedies as are available to Mortgagor to cause the owner or owners of the working interest in such properties to comply with the covenants and agreements set forth
in this Second Mortgage.

(c)  To
the extent Mortgagor's ownership of any particular well constituting the Mortgaged Property is a working interest but such well is operated by a party other than
Mortgagor, Mortgagor

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agrees to take all such action and to exercise all rights and remedies as are reasonably available to Mortgagor (including, without limitation, all rights under any operating agreement) to cause the
party who is the operator of such well to comply with the covenants and agreements set forth in this Second Mortgage.

Section 3.08Abandonment, Sales.Mortgagor will not sell, lease, assign, transfer or otherwise dispose of
or abandon any of the Mortgaged Property except in compliance with the requirements of the Amended and Restated Subordinated Credit Agreement.

Section 3.09Insurance.Mortgagor shall carry and maintain insurance as provided in the Amended and
Restated Subordinated Credit Agreement. In the event of foreclosure of this Second Mortgage, or other transfer of title to the Mortgaged Property in extinguishment in whole or in part of the
Indebtedness, all right, title, and interest of Mortgagor in and to such policies then in force concerning the Mortgaged Property and all proceeds payable thereunder shall thereupon vest in the
purchaser at such foreclosure or Agent or other transferee in the event of such other transfer of title.

Section 3.10Further Assurances.Mortgagor shall, and shall cause each of its Subsidiaries to, cure
promptly any defects in the execution and delivery of this Second Mortgage or any of the other Loan Documents. Mortgagor hereby authorizes the Agent to file any financing statements without
Mortgagor's signature to the extent permitted by applicable law in order to perfect or maintain the perfection of any security interest granted under any of the Loan Documents. Mortgagor at its
expense will, and will cause each of its Subsidiaries to, promptly execute and deliver to the Agent upon request all such other documents, agreements and instruments to comply with or accomplish the
covenants and agreements of Mortgagor or any other Credit Party in this Second Mortgage or any other Loan Document, or to further evidence and more fully describe the collateral intended as security
for Obligations, or to correct any omissions in the Loan Documents, or to state more fully the security obligations set out in this Second Mortgage or in any of the other Loan Documents, or to
perfect, protect or preserve any Liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices or obtain any consents, all as may be necessary or appropriate in
connection therewith or to enable the Agent to exercise and enforce its rights and remedies with respect to the Mortgaged Property.

Section 3.11Taxes.Mortgagor shall do or cause to be done everything necessary to preserve the lien
hereof without expense to Trustee or Mortgagee, including, without limitation, paying and discharging or causing to be paid and discharged all taxes, charges, filing, registration and recording fees
relating to the recording of this Second Mortgage, including but not limited to any mortgage tax payable in connection herewith.

Section 3.12Failure to Perform.Mortgagor agrees that if Mortgagor, after receipt from Mortgagee of
written notice and demand, fails to perform any act or to take any action which Mortgagor is required to perform or take hereunder or pay any money which Mortgagor is required to pay hereunder, each
of Mortgagee and Trustee in Mortgagor's name or its or their own name may, but shall not be obligated to, perform or cause to perform such act or take such action or pay such money, and any expenses
so incurred by either of them and any money so paid by either of them shall be a demand obligation owing by Mortgagor to Mortgagee or Trustee, as the case may be, and each of Mortgagee and Trustee,
upon making such payment, shall be subrogated to all of the rights of the Person receiving such payment. Each amount due and owing by Mortgagor to each of Mortgagee and Trustee pursuant to this Second
Mortgage shall bear interest from the date of such expenditure or payment or other occurrence which gives rise to such amount being owed to such Person until paid at post-default interest
rate described in the Amended and Restated Subordinated Credit Agreement, and all such amounts together with such interest thereon shall be a part of the Indebtedness described in Section 1.03
hereof.

Section 3.13Waste.Mortgagor shall not commit or permit any waste, impairment, or deterioration of the
Mortgaged Property or any part thereof.

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ARTICLE IV

Rights and Remedies

Section 4.01Event of Default.An "Event of Default"
under the Amended and Restated Subordinated Credit Agreement shall be an Event of Default under this Second Mortgage.

Section 4.02Foreclosure and Sale.

(a)  If
an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to proceed with foreclosure by proceeding or by directing Trustee, or his
successors or substitutes in trust, to proceed with foreclosure and to sell, to the extent permitted by law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in
parcels, at such place or places in otherwise such manner and upon such notice as may be required by law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make
conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices
are required by law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in
this Section 4.02 shall be construed so as to limit in any way Mortgagee's or Trustee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent
that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor
hereby irrevocably appoints Trustee to be the attorney of Mortgagor and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and
notices which Mortgagor ought to execute and deliver and do and perform any and all such acts and things which Mortgagor ought to do and perform under the covenants herein contained and generally, to
use the name of Mortgagor in the exercise of all or any of the powers hereby conferred on Trustee. At any such sale: (i) whether made under the power herein contained or any other legal
enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee or Trustee to have physically present, or to have constructive
possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee or Trustee any portion of the Mortgaged Property not actually or constructively possessed by
Mortgagee or Trustee immediately upon demand by Mortgagee or Trustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had
been actually present and delivered to purchaser at such sale, (ii) each instrument of conveyance executed by Mortgagee or Trustee shall contain a general warranty of title, binding upon
Mortgagor and its successors and assigns, (iii) each and every recital contained in any instrument of conveyance made by Mortgagee or Trustee shall conclusively establish the truth and accuracy
of the matters recited therein, including, without limitation, nonpayment of the Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise by law and appointment
of any successor Trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (v) the receipt of Mortgagee or Trustee
or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or
purchasers for its purchase money and no such purchaser or purchasers, or its assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money, or be
in any way answerable for any loss, misapplication or nonapplication thereof, (vi) to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its
right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and
against any and all other persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor, and (vii) to the extent and under such circumstances as are
permitted by law, Trustee, Mortgagee, or any Lender may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount
of the bid upon the amount of the Indebtedness

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held by such purchaser, if any (in the order of priority set forth in Section 4.13 hereof) in lieu of cash payment.

(b)  With
respect to any portion of the Mortgaged Property located in the state of Oklahoma and with respect any foreclosure by Mortgagor pursuant to the power of sale
granted to Mortgagor in this Second Mortgage the following provisions of this Second Mortgage shall apply:



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Section 4.03Substitute Trustees and Agents.Trustee or his successor or substitute may appoint or
delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the posting of notices and the conduct of sale, but in the name and on
behalf of Trustee, his successor or substitute. If Trustee or his successor or substitute shall have given notice of sale hereunder, any successor or substitute trustee thereafter appointed may
complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute trustee conducting the sale.

Section 4.04Judicial Foreclosure; Receivership.

(a)  If
any of the Indebtedness shall become due and payable and shall not be promptly paid, Trustee or Mortgagee shall have the right and power to proceed by a suit or suits
in equity or at law, whether for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any foreclosure hereunder or for
the sale of the Mortgaged Property under the judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any foreclosure hereunder or the sale of
the Mortgaged Property under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable
remedy. Any money advanced by Trustee and/or Mortgagee in connection with any such receivership shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by
Mortgagor to Trustee and/or Mortgagee and shall bear interest from the date of making such advance by Trustee and/or Mortgagee until paid at the interest rate applicable to periods following an Event
of Default in the Amended and Restated Subordinated Credit Agreement.

(b)  If
an action is filed to foreclose this Second Mortgage, or if Mortgagee or Trustee seeks to foreclose this Second Mortgage by power of sale under the Oklahoma Power of
Sale Mortgage Foreclosure Act, Mortgagee or Trustee, as applicable, shall be entitled to the immediate appointment of a receiver pursuant to 12 Oklahoma Statutes §1551(2)(c) without the
necessity of further proof.

Section 4.05Foreclosure for Installments.Mortgagee shall also have the option to proceed with
foreclosure in satisfaction of any installments of the Indebtedness which have not been paid when due either through the courts or by directing Trustee or his successors in trust to proceed with
foreclosure in satisfaction of the matured but unpaid portion of the Indebtedness as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal
balance and accrued interest due; such sale may be made subject to the unmatured portion of the Indebtedness, and any such sale shall not in any manner affect the unmatured portion of the
Indebtedness, but as to such unmatured portion of the Indebtedness this Second Mortgage shall remain in full force and effect just as though no sale had been made hereunder. It is further agreed that
several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Indebtedness, it being the purpose hereof to provide for a foreclosure and sale of the security
for any matured portion of the Indebtedness without exhausting the power to foreclose and sell the Mortgaged Property for any subsequently maturing portion of the Indebtedness.

Section 4.06Separate Sales.The Mortgaged Property may be sold in one or more parcels and in such manner
and order as Mortgagee, in its sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by any one or more
sales.

Section 4.07Occupancy After Foreclosure.In the event there is a foreclosure sale hereunder and at the
time of such sale Mortgagor or Mortgagor's heirs, devisees, representatives, successors or assigns or any other person claiming any interest in the Mortgaged Property by, through or under Mortgagor,
are occupying or using the Mortgaged Property or any part thereof, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day,
terminable at the will of either the landlord or tenant, or at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; to the extent
permitted by

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applicable law, the purchaser at such sale shall, notwithstanding any language herein apparently to the contrary, have the sole option to demand immediate possession following the sale or to permit
the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary
action for possession of the Mortgaged Property (such as an action for forcible entry and detainer) in any court having jurisdiction.

Section 4.08Remedies Cumulative, Concurrent and Nonexclusive.Every right, power and remedy herein given
to Trustee or Mortgagee shall be cumulative and in addition to every other right, power and remedy herein specifically given or now or hereafter existing in equity, at law or by statute (including
specifically those granted by the Applicable UCC in effect and applicable to the Mortgaged Property or any portion thereof) each and every right, power and remedy whether specifically herein given or
otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by Trustee or Mortgagee, and the exercise, or the beginning of the exercise, of any such
right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter any other right, power or remedy. No delay or omission by Trustee or Mortgagee in the
exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing.

Section 4.09No Release of Obligations.Neither Mortgagor, any Guarantor, any other guarantor of the
Indebtedness, nor any other person hereafter obligated for payment of all or any part of the Indebtedness shall be relieved of such obligation by reason of (a) the failure of Trustee or
Mortgagee to comply with any request of Mortgagor, or any guarantor or any other person so obligated to foreclose the lien of this Second Mortgage or to enforce any provision hereunder or under the
Amended and Restated Subordinated Credit Agreement; (b) the release, regardless of consideration, of the Mortgaged Property or any portion thereof or interest therein or the addition of any
other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Mortgagee extending, renewing, rearranging or in any other
way modifying the terms of this Second Mortgage without first having obtained the consent of, given notice to or paid any consideration to Mortgagor, any guarantor or such other person, and in such
event Mortgagor, guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and
discharged in writing by Mortgagee; or (d) by any other act or occurrence save and except the complete payment of the Indebtedness and the complete fulfillment of all obligations hereunder or
under the Amended and Restated Subordinated Credit Agreement.

Section 4.10Release of and Resort to Mortgaged Property.Mortgagee may release, regardless of
consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by
this Second Mortgage or its stature as a first and prior lien and security interest in and to the Mortgaged Property, and without in any way releasing or diminishing the liability of any person or
entity liable for the repayment of the Indebtedness. For payment of the Indebtedness, Mortgagee may resort to any other security therefor held by Mortgagee or Trustee in such order and manner as
Mortgagee may elect.

Section 4.11Waiver of Redemption, Notice and Marshalling of Assets, Etc.To the fullest extent permitted
by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Mortgagor by virtue of any present or future moratorium law or other law
exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of
time for payment and (b) any right to a marshalling of assets or a sale in inverse order of alienation. If any law referred to in this Second Mortgage and now in force, of which Mortgagor or
its successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall thereafter be deemed not to constitute any part of
the contract herein contained or to preclude the operation or application of the provisions hereof.Provided, however, that

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if the laws of any state do not permit the redemption period to be waived, the redemption period is specifically reduced to the minimum amount of time allowable by statute. With respect to any
portion of the Mortgaged Property located in the state of Oklahoma, Mortgagee and Trustee hereby waive or do not waive appraisement, such election to be made at or before entry of judgment in any
action to foreclose this Second Mortgage;provided, however, such waiver or non-waiver shall not affect Mortgagor's waiver of such rights,
which shall be absolute.

Section 4.12Discontinuance of Proceedings.In case Mortgagee shall have proceeded to invoke any right,
remedy or recourse permitted hereunder or under the Amended and Restated Subordinated Credit Agreement and shall thereafter elect to discontinue or abandon same for any reason, Mortgagee shall have
the unqualified right so to do and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness, this Second Mortgage, the Amended and
Restated Subordinated Credit Agreement, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if same had never been invoked.

Section 4.13Application of Proceeds.The proceeds of any sale of the Mortgaged Property or any part
thereof and all other monies received by Trustee or Mortgagee in any proceedings for the enforcement hereof or otherwise, whose application has not elsewhere herein been specifically provided for,
shall be applied:



Section 4.14Resignation of Operator.In addition to all rights and remedies under this Second Mortgage,
at law and in equity, if any Event of Default shall occur and Trustee or Mortgagee shall exercise any possessory remedies under this Second Mortgage with respect to any portion of the Hydrocarbon
Property (or Mortgagor shall transfer any Mortgaged Property "in lieu of" foreclosure), Mortgagee or Trustee shall have the right to request that any operator of any Hydrocarbon Property which is
either Mortgagor or any Affiliate of Mortgagor to resign as operator under the joint operating agreement applicable thereto, and no later than 60 days after receipt by Mortgagor of any such
request, Mortgagor shall resign (or cause such other party to resign) as operator of such Hydrocarbon Property.

Section 4.15Indemnity.In connection with any action taken by Trustee and/or Mortgagee pursuant to this
Second Mortgage, Trustee and/or Mortgagee and their officers, directors, employees, representatives, agents, attorneys, accountants and experts ("Indemnified
Parties") shall not be liable for any loss sustained by Mortgagor resulting from an assertion that Mortgagee has received funds from the production of Hydrocarbons claimed by
third persons or any act or omission of any Indemnified Party in administering, managing, operating or controlling the Mortgaged PropertyINCLUDING SUCH LOSS WHICH MAY RESULT
FROM THE NEGLIGENCE OF AN INDEMNIFIED PARTYunless such loss is caused by the gross negligence or willful misconduct of an Indemnified Party, nor shall Trustee and/or Mortgagee
be obligated to perform or discharge any obligation, duty or liability of Mortgagor. Mortgagor shall and does hereby agree to indemnify each Indemnified Party for, and to hold each Indemnified Party
harmless from, any and all liability, loss or damage which may or might be incurred

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by any Indemnified Party by reason of this Second Mortgage or the exercise of rights or remedies hereunderINCLUDING SUCH LIABILITY, LOSS, OR DAMAGE WHICH MAY RESULT FROM THE
NEGLIGENCE OF AN INDEMNIFIED PARTYunless such liability, loss, or damage is caused by the gross negligence or willful misconduct of an Indemnified Party; should Trustee and/or
Mortgagee make any expenditure on account of any such liability, loss or damage, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be a demand obligation (which
obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Trustee and/or Mortgagee and shall bear interest from the date expended until paid at the Post-Default Rate,
shall be a part of the Indebtedness and shall be secured by this Second Mortgage and any other Security Instrument. Mortgagor hereby assents to, ratifies and confirms any and all actions of Trustee
and/or Mortgagee with respect to the Mortgaged Property taken under, and in compliance with the terms of, this Second Mortgage. The liabilities of Mortgagor as set forth in this Section 4.15
shall survive the termination of this Second Mortgage.

ARTICLE V

Trustee

Section 5.01Duties, Rights, and Powers of Trustee.It shall be no part of the duty of Trustee to see to
any recording, filing or registration of this Second Mortgage or any other instrument in addition or supplemental thereto, or to give any notice thereof, or to see to the payment of or be under any
duty in respect of any tax or assessment or other governmental charge which may be levied or assessed on the Mortgaged Property, or any part thereof, or against Mortgagor, or to see to the performance
or observance by Mortgagor of any of the covenants and agreements contained herein. Trustee shall not be responsible for the execution, acknowledgment or validity of this Second Mortgage or of any
instrument in addition or supplemental hereto or for the sufficiency of the security purported to be created hereby, and makes no representation in respect thereof or in respect of the rights of
Mortgagee. Trustee shall have the right to advise with counsel upon any matters arising hereunder and shall be fully protected in relying as to legal matters on the advice of counsel. Trustee shall
not incur any personal liability hereunder except for Trustee's own gross negligence, bad faith and/or willful misconduct; and Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine.

Section 5.02Successor Trustee; Resignation by Trustee.Trustee may resign by written notice addressed to
Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed on behalf of Mortgagee. In case of the death, resignation or removal of Trustee, a successor trustee
may be appointed by Mortgagee by instrument of substitution complying with any applicable requirements of law, or, in the absence of any such requirement, without other formality than appointment and
designation in writing. Written notice of such appointment and designation shall be given by Mortgagee to Mortgagor, but the validity of any such appointment shall not be impaired or affected by
failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and,
upon the making of any such appointment and designation, this Second Mortgage shall vest in the successor trustee all the estate and title in and to all of the Mortgaged Property, and the successor
trustee shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon Trustee named herein, and one such appointment and designation shall not exhaust
the right to appoint and designate a successor trustee hereunder but such right may be exercised repeatedly as long as any Indebtedness remains unpaid hereunder. To facilitate the administration of
the duties hereunder, Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as Mortgagee may designate.

Section 5.03Retention of Moneys.All moneys received by Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but need not be

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segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by him hereunder.

ARTICLE VI

Miscellaneous

Section 6.01Instrument Construed as Mortgage, Etc.With respect to any portions of the Mortgaged
Property located in any state or other jurisdiction the laws of which do not provide for the use or enforcement of a deed of trust or the office, rights and authority of Trustee as herein provided,
the general language of conveyance hereof to Trustee is intended and the same shall be construed as words of mortgage unto and in favor of Mortgagee and the rights and authority granted to Trustee
herein may be enforced and asserted by Mortgagee in accordance with the laws of the jurisdiction in which such portion of the Mortgaged Property is located and the same may be foreclosed at the option
of Mortgagee as to any or all such portions of the Mortgaged Property in any manner permitted by the laws of the jurisdiction in which such portions of the Mortgaged Property is situated. This Second
Mortgage may be construed as a mortgage, deed of trust, chattel mortgage, conveyance, assignment, security agreement, pledge, financing statement, hypothecation or contract, or any one or more of
them, in order fully to effectuate the lien hereof and the purposes and agreements herein set forth.

Section 6.02Release of Mortgage.If all Indebtedness secured hereby shall be paid and the Amended and
Restated Subordinated Credit Agreement terminated, Mortgagee shall forthwith cause satisfaction and discharge of this Second Mortgage to be entered upon the record at the expense of Mortgagor and
shall execute and deliver or cause to be executed and delivered such instruments of satisfaction and reassignment as Mortgagor may reasonably request. Otherwise, this Second Mortgage shall remain and
continue in full force and effect.

Section 6.03Severability.If any provision hereof is invalid or unenforceable in any jurisdiction, the
other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed in favor of Trustee and Mortgagee in order to
effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other
jurisdiction.

Section 6.04Successors and Assigns of Parties.The term "Lender" as used herein shall mean and include
any legal owner, holder, assignee or pledgee of any of the Indebtedness secured hereby. The terms used to designate Trustee, Mortgagee and Mortgagor shall be deemed to include the respective heirs,
legal representatives, successors and assigns of such parties.

Section 6.05Satisfaction of Prior Encumbrance.To the extent that proceeds of the Amended and Restated
Subordinated Credit Agreement are used to pay indebtedness secured by any outstanding lien, security interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been
advanced by Mortgagee or any of the other Lenders at Mortgagor's request, and Mortgagee shall be subrogated to any and all rights, security interests and liens owned by any owner or holder of such
outstanding liens, security interests, charges or encumbrances, and it is expressly understood that, in consideration of the payment of such other indebtedness by Mortgagee or any of the other
Lenders, Mortgagor hereby waives and releases all demands and causes of action against Mortgagee or any of the other Lenders for offsets and payments to, upon and in connection with the said
indebtedness.

Section 6.06Subrogation of Trustee.This Second Mortgage is made with full substitution and subrogation
of Trustee and his successors in this trust and his and their assigns in and to all covenants and warranties by others heretofore given or made in respect of the Mortgaged Property or any part
thereof.

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Section 6.07Nature of Covenants.The covenants and agreements herein contained shall constitute
covenants running with the land and interests covered or affected hereby and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto.

Section 6.08Notices.All notices and other communications shall be in writing (including, without
limitation, telecopy or telex) and mailed by certified mail, return receipt requested, telecopied, telexed, hand delivered, or delivered by a nationally recognized overnight courier, at the address
for the appropriate party specified in the first paragraph of this Second Mortgage or at such other address as shall be designated by such party in a written notice to the other parties. All such
notices and communications shall, when so mailed, telecopied, telexed, or hand delivered or delivered by a nationally recognized overnight courier, be effective when received if mailed, when telecopy
transmission is completed, when confirmed by telex answer-back, or when delivered by such messenger or courier, respectively.

Section 6.09Counterparts.This Second Mortgage is being executed in several counterparts, all of which
are identical, except that to facilitate recordation, if the Mortgaged Property is situated in more than one county, descriptions of only those portions of the Mortgaged Property located in the county
in which a particular counterpart is recorded shall be attached as Exhibit A thereto. A complete Exhibit A will be attached to that certain counterpart that is filed in the real property
records of                        County, Texas. Each of such counterparts shall for all purposes be deemed to be an original and
all such counterparts shall together constitute but one and the same
instrument.

Section 6.10Exculpation Provisions.Each of the parties hereto specifically agrees that it has a duty to
read this Second Mortgage; and agrees that it is charged with notice and knowledge of the terms of this Second Mortgage; that it has in fact read this Second Mortgage and is fully informed and has
full notice and knowledge of the terms, conditions and effects of this Second Mortgage; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding
its execution of this Second Mortgage; and has received the advice of its attorney in entering into this Second Mortgage; and that it recognizes that certain of the terms of this Second Mortgage
result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants
that it will not contest the validity or enforceability of any exculpatory provision of this Second Mortgage on the basis that the party had no notice or knowledge of such provision or that the
provision is not "conspicuous."

Section 6.11Security Agreement.With respect to any portion of the Mortgaged Property which constitutes
fixtures or other property governed by the Applicable UCC, this Second Mortgage shall constitute a
security agreement between Mortgagor, as the debtor, and Mortgagee, as the secured party. Cumulative of all other rights of Mortgagee hereunder, Mortgagee shall have all of the rights conferred upon
secured parties by the Applicable UCC.

Section 6.12Ratification of Original Mortgages; Effect of Mortgage.The conveyance and the granting of
liens in the Original Mortgages is hereby ratified, adopted, confirmed, and renewed. In addition, as stated in the Recitals to this Mortgage, this Mortgage constitutes for all purposes an amendment
and restatement of the Original Mortgages and not a new or substitute security instrument.

Section 6.13Time of the Essence.Time is of the essence in the performance of each and every obligation
under this Second Mortgage.

Section 6.14Authority of Agent.The Lenders may, by agreement among them, provide for and regulate the
exercise of rights and remedies hereunder, but, unless and until modified to the contrary in a writing signed by all such persons and recorded in the same counties and parishes as this Second Mortgage
is recorded, (i) all persons other than Mortgagor and its affiliates shall be entitled to rely on the releases, waivers, consents, approvals, notifications and other acts (including, without
limitation, appointment of substitute or successor trustee, or trustees, hereunder and the bidding in of all or any

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part of the secured indebtedness held by any one or more Lenders, whether the same be conducted under the provisions hereof or otherwise) of Agent, without inquiry into any such agreements or the
existence of required consent or approval of any Lender and without the joinder of any party other than Agent in such releases, waivers, consents, approvals, notifications or other acts and
(ii) all notices, requests, consents, demands and other communications required or permitted to be given hereunder may be given to Agent.

Section 6.15Waivers.Subject to the Amended and Restated Subordinated Credit Agreement, Agent may at any
time and from time to time in writing waive compliance by Mortgagor with any covenant herein made by Mortgagor to the extent and in the manner specified in such writing, or consent to Mortgagor's
doing any act which hereunder Mortgagor is prohibited from doing, or to Mortgagor's failing to do any act which hereunder Mortgagor is required to do, to the extent and in the manner specified in such
writing, or release any part of the Mortgaged Property or any interest therein or any Production Proceeds from the lien and security interest of this Second Mortgage, without the joinder of Trustee.
Any party liable, either directly or indirectly, for the secured indebtedness or for any covenant herein or in any other Loan Document may be released from all or any part of such obligations without
impairing or releasing the liability of any other party. No such act shall in any way impair any rights or powers hereunder except to the extent specifically agreed to in such writing.

Section 6.16Compliance With Usury Laws.It is the intent of Mortgagor, Trustee, Mortgagee and all other
parties to any of the Loan Documents to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof, it is stipulated and agreed that none of the terms
and provisions contained herein or in the other Loan Documents shall ever be construed to create a
contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be collected, charged, taken, reserved, or received by applicable law
from time to time in effect.

Section 6.17GOVERNING LAW.THIS SECOND MORTGAGE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ITS LAWS RELATING TO CONFLICTS OF LAWS, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION MANDATORILY
GOVERN THE CREATION OF, OR THE MANNER OR PROCEDURE FOR ENFORCEMENT OF THE LIEN CREATED BY THIS SECOND MORTGAGE, PROVIDED THAT ANY RIGHTS OR REMEDIES HEREIN PROVIDED THAT SHALL BE VALID UNDER THE LAWS
OF THE JURISDICTION WHERE PROCEEDINGS FOR THE ENFORCEMENT HEREOF SHALL BE TAKEN SHALL NOT BE AFFECTED BY THE INVALIDITY, IF ANY, OF SUCH RIGHTS OR REMEDIES UNDER THE LAWS OF THE STATE OF TEXAS.

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NOTICE TO MORTGAGOR:

A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. WITH RESPECT TO PORTIONS OF THE MORTGAGED PROPERTY LOCATED IN THE STATE OF OKLAHOMA,
SUCH POWER OF SALE IS GRANTED PURSUANT TO THE OKLAHOMA MORTGAGE FORECLOSURE ACT (AS DEFINED IN SECTION 1.01 OF THIS SECOND MORTGAGE). THIS POWER OF SALE MAY ALLOW TRUSTEE OR MORTGAGEE, AS APPLICABLE,
TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY MORTGAGOR UNDER THIS INSTRUMENT. THIS INSTRUMENT CONTAINS
AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS ALL PRODUCTS AND PROCEEDS OF MORTGAGED PROPERTY.

IN
WITNESS HEREOF, Mortgagor has executed and delivered this Second Mortgage as of the day and year first above written.

[SIGNATURE
OF MORTGAGOR]

Prepared
by and after recording return to:
Chadbourne & Parke
c/o Daniel Rogers
1100 Louisiana Street, Suite 3500
Houston, Texas 77002

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|STATE OF TEXAS |  | §
|-------------- |  | -
|               |  | §
|COUNTY OF      |  | §
|TEXAS          |  |  

This
instrument was acknowledged before me on March            , 2003 by            ,
the            of BRIGHAM, INC., a Nevada corporation, as general partner of
BRIGHAM OIL & GAS, L.P., a Delaware limited partnership, on behalf of such corporation, acting as general partner of the limited partnership, on behalf of the limited partnership.

| |  | Notary Public in and for the
State of Texas
| |  | -------------------------------------------
| |  | Notarial Seal:                             

|OKLAHOMA |  | 
|-------- |  | 

Before
me, a Notary Public in and for said county and state, on this            day of March, 2003, personally
appeared                        , to me known to be the identical person who
subscribed the name of the maker thereof to the foregoing instrument as                        of BRIGHAM, INC., a Nevada
corporation, as general partner of BRIGHAM OIL & GAS, L.P., a Delaware
limited partnership, and acknowledged to me that such
person executed the same as such person's free and voluntary act and deed, and as the free and voluntary act and deed of such corporation for the uses and purposes therein set forth.

| |  | Notary Public in and for the
State of Texas
| |  | -------------------------------------------
| |  | Notarial Seal:                             

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EXHIBIT A      TO      AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST,  ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT,  FIXTURE FILING, AND FINANCING STATEMENT

This Exhibit A describes the Hydrocarbon Property (as defined in the body of this instrument). This Exhibit A also sets forth a list of certain of
the wells located on the Hydrocarbon Property, together with Mortgagor's representation as to the nature and quantum of Working Interest (as defined below) and Net Revenue Interest (as defined below)
owned by Mortgagor with respect to those wells.

The
designation "Working Interest" or "WI" when used in this Exhibit A means the
interest of Mortgagor upon which is calculated Mortgagor's proportionate share of the costs, expenses, and liabilities attributable to the oil, gas, and mineral leases described herein. The
designation "Net Revenue Interest" or "NRI" or "NRIO" or
"NRIG" when used in thisExhibit Ameans the interest in the gross production of oil and gas and
other minerals from other properties subject to the oil, gas, and mineral leases to which Mortgagor is entitled by virtue of its ownership of the Working Interest after deducting all landowner
royalties, overriding royalties, and similarinterestsattributable to the Working Interest. The designation "Overriding Royalty
Interest" "ORRI" means an interest in production which is free of any obligation for the expense of exploration, development, and production, bearing only its pro rata share of
severance, production, and other similar taxes and, in instances where the document creating the overriding royalty interest so provides, costs associated with compression, dehydration, other treating
or processing, or transportation of production of oil, gas, or other minerals relating to the marketing of such production. The designation "Royalty
Interest" or "RI" means an interest in production which results from an ownership in the mineral fee estate or royalty estate in the relevant land and which is free of any
obligation for the expense of exploration, development, and production, bearing only its pro rata share of severance, production ad valorem, and other similar taxes and, in instances where the
document creating the royalty interest so provides, costs associated with compression, dehydration, other treating or processing or transportation of production of oil, gas, or other minerals relating
to the marketing of such production. Each amount set forth as "Working Interest" or "WI" or
"Net Revenue Interest" or "NRI" or "NRIO" or
"NRIG" is Mortgagor's minimum interest after giving full effect to, among other things, all Permitted Liens (as defined in the Credit Agreement).

Any
reference in this Exhibit A to wells or units is for warranty of interest, administrative convenience, and identification and shall not limit or restrict the right, title,
interest, or properties covered by this Deed of Trust. All right, title, and interest of Mortgagor in the properties described herein and in the Mortgaged Property (as defined in the body of this
instrument) is and shall be subject to this Second Mortgage, regardless of the presence thereon of any interests, units, or wells not described herein.

Unless
otherwise expressly provided, all recording references in this Exhibit A are references to the official public records of real property in the county or counties (or parish
or parishes) in which the Mortgaged Property is located and in which records documents relating to the Mortgaged Property are recorded, whether Conveyance Records, Deed Records, Mortgage Records, Oil
and Gas Records, Oil and Gas Lease Records, or other records.

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EXHIBIT G        FORM OF SECOND PLEDGE AGREEMENT

THE OBLIGATIONS UNDER THIS INSTRUMENT ARE EXPRESSLY SUBORDINATED TO THE AMENDED AND RESTATED PLEDGE AGREEMENT EXECUTED BY PLEDGOR (AS
HEREINAFTER DEFINED) IN FAVOR OF SOCIÉTÉ GÉNÉRALE ("SG"), THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SENIOR LENDERS (AS HEREINAFTER
DEFINED), THAT PROVIDES, AND IS INTENDED TO PROVIDE, A FIRST PRIORITY SECURITY INTEREST IN THE PLEDGED COLLATERAL (AS HEREINAFTER DEFINED) TO SECURE THE OBLIGATIONS MORE PARTICULARLY DESCRIBED IN THAT
CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG PLEDGORS, BRIGHAM OIL AND GAS, L.P., SG, THE ROYAL BANK OF SCOTLAND PLC ("RBS"), AND THE OTHER LENDERS PARTY THERETO FROM TIME TO TIME
(COLLECTIVELY "SENIOR LENDERS"). THIS INSTRUMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED MARCH    , 2003 BY AND BETWEEN THE
SENIOR LENDERS.

This Amended and Restated Second Pledge Agreement dated as of March    , 2003 ("Second Pledge
Agreement") is between [Brigham Exploration Company, a Delaware corporation][Brigham, Inc., a Nevada corporation]
("Pledgor"), and The Royal Bank of Scotland plc, as agent for the lenders party to the Subordinated Credit Agreement described below
("Secured Party").

INTRODUCTION

A.    Brigham
Oil & Gas, L.P., a Delaware limited partnership ("Borrower"), the lenders party thereto, and The Royal Bank
of Scotland plc, as agent for such lenders (the "Agent"), were parties to that certain Subordinated Credit Agreement dated October 31, 2000, as
amended or supplemented on or before the date hereof (the "Existing Credit Agreement").

B.    In
order to secure the full and punctual payment and performance of the obligations under the Existing Credit Agreement and the other loan documents contemplated thereby,
the Pledgor executed and delivered the security instruments described on Schedule 1 attached hereto (the "Existing Security Documents" in favor
of the Agent and has granted a continuing security interest in and to the Pledged Collateral (as hereafter defined).

C.    Borrower,
Pledgor, [Brigham Exploration Company, a Delaware corporation], [Brigham, Inc., a Nevada corporation],
the lenders named therein (the "Lenders") and Secured Party, as agent for the Lenders, have entered into the Amended and Restated Subordinated Credit
Agreement dated as of March            , 2003 (as amended, restated or otherwise modified from time-to-time, the "Subordinated Credit
Agreement"), which, among other things, amends and restates the Existing Credit Agreement in its entirety.

D.    Pledgor
has guaranteed the Obligations of Borrower under the Subordinated Credit Agreement pursuant to Article VIII thereof (the
"Subordinated Guaranty").

E.    Under
the Subordinated Credit Agreement, it is a condition to the making of Advances by the Lenders that Pledgor shall amend and restate the Existing Security Documents
to secure its obligations under the Subordinated Credit Agreement and the Subordinated Guaranty by entering into this Second Pledge Agreement.

F.    Pledgor
and Société Générale, as administrative agent for the lenders party ("Senior
Agent") to that certain Second Amended and Restated Credit Agreement, dated as of the date hereof, have entered into the Amended and Restated Pledge Agreement, dated as of the
date hereof (the "Senior Pledge Agreement").

G-1

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Therefore,
Pledgor hereby agrees with Secured Party for its benefit and the ratable benefit of the Lenders as follows:

Section 1.Definitions.All capitalized terms not otherwise defined in this Second Pledge Agreement that
are defined in the Subordinated Credit Agreement shall have the meaning assigned to such terms by the Subordinated Credit Agreement. Any capitalized terms used in this Second Pledge Agreement that are
defined in Articles 8 or 9 of the Uniform Commercial Code as adopted in the State of New York ("UCC") shall have the meanings assigned to those terms by
the UCC as of the date of this Second Pledge Agreement, whether specified elsewhere in this Second Pledge Agreement or not. All other rules of interpretation set forth in Section 1.05 of the
Subordinated Credit Agreement shall apply to this Second Pledge Agreement and are hereby incorporated herein by reference.

Section 2.Pledge.



G-2

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G-3

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Section 3.Pledgor's Representations and Warranties.Pledgor represents and warrants to Secured Party and
the Lenders as follows:



G-4

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Section 4.Pledgor's Covenants.During the term of this Second Pledge Agreement and until all of the
Secured Obligations have been fully and finally paid and discharged in full, Pledgor covenants and agrees with Secured Party that:



Section 5.Remedies upon Default.If any Event of Default shall have occurred and be continuing:



G-5

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G-6

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Section 6.Secured Party as Attorney-in-Fact for Pledgor.



Section 7.Miscellaneous.



G-7

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G-8

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Executed
as of the date first above written.

[SIGNATURES
OF PLEDGOR AND SECURED PARTY]

G-9

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SCHEDULE I        EXISTING SECURITY DOCUMENTS

[To
be provided.]

G-10

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SCHEDULE II        PLEDGED COLLATERAL

[Pledgor
to provide.]

G-11

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EXHIBIT H

FORM OF SECOND SECURITY AGREEMENT

THE OBLIGATIONS UNDER THIS INSTRUMENT ARE EXPRESSLY SUBORDINATED TO THE AMENDED AND RESTATED SECURITY AGREEMENT EXECUTED BY DEBTOR (AS
HEREINAFTER DEFINED) IN FAVOR OF SOCIÉTÉ GÉNÉRALE ("SG"), THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SENIOR LENDERS (AS HEREINAFTER
DEFINED), THAT PROVIDES, AND IS INTENDED TO PROVIDE, A FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL (AS HEREINAFTER DEFINED) TO SECURE THE OBLIGATIONS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN
SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG DEBTOR, BRIGHAM EXPLORATION COMPANY, BRIGHAM, INC., SG, THE ROYAL BANK OF SCOTLAND PLC ("RBS"), AND THE OTHER LENDERS PARTY THERETO
FROM TIME TO TIME (COLLECTIVELY, "SENIOR LENDERS"). THIS INSTRUMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED MARCH    , 2003
BY AND BETWEEN THE SENIOR LENDERS.

This
Amended and Restated Second Security Agreement dated as of March    , 2003 ("Second Security Agreement") is by and between
Brigham Oil & Gas, L.P., a Delaware limited partnership ("Grantor"), and The Royal Bank of Scotland plc, as agent for the Lenders party to the
Subordinated Credit Agreement described below ("Secured Party").

INTRODUCTION

A.    Grantor,
Brigham Exploration Company, a Delaware corporation, Brigham, Inc., a Nevada corporation, the lenders party thereto, and The Royal Bank of Scotland plc,
as agent for such lenders (the "Agent"), catered into that certain Subordinated Credit Agreement dated October 31, 2000, as amended (the
"Existing Credit Agreement").

B.    In
order to secure the full and punctual payment and performance of the obligations under the Existing Credit Agreement and the other loan documents contemplated thereby,
the Grantor executed and delivered the security instruments described on Schedule I attached hereto (the "Existing Security Documents") in favor
of the Agent and has granted a continuing security interest in and to the Collateral (as hereafter defined).

C.    Grantor,
Brigham Exploration Company, a Delaware corporation, Brigham, Inc., a Nevada corporation, the lenders named therein (the "Lenders") and Secured Party, as
agent for the Lenders, have entered into the Amended and Restated Subordinated Credit Agreement dated as of March    , 2003 (as amended, restated or otherwise modified from
time-to-time, the "Subordinated Credit Agreement"), which, among other things, amends and restates the Existing Credit Agreement
in its entirety.

D.    Under
the Subordinated Credit Agreement, it is a condition to the making of Advances by the Lenders that Grantor shall amend and restate the Existing Security Documents
to secure its Obligations under the Subordinated Credit Agreement by entering into this Second Security Agreement.

E.    Grantor
and Société Générale, as administrative agent for the lenders party ("Senior
Agent") to that certain Second Amended and Restated Credit Agreement, dated as of the date hereof, have entered into the Amended and Restated Security Agreement, dated as of
the date hereof (the "Senior Security Agreement").

Therefore,
Grantor hereby agrees with Secured Party for its benefit and the ratable benefit of the Lenders as follows:

Section 1.Definitions.All capitalized terms not otherwise defined in this Second Security Agreement
that are defined in the Subordinated Credit Agreement shall have the meaning assigned to

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such terms by the Subordinated Credit Agreement. Any capitalized terms used in this Second Security Agreement that are defined in Article 9 of the Uniform Commercial Code as adopted in the
State of New York ("UCC") shall have the meanings assigned to those terms by the UCC as of the date of this Second Security Agreement, whether specified
elsewhere in this Second Security Agreement or not. All other rules of interpretation set forth in Section 1.05 of the Subordinated Credit Agreement shall apply to this Second Security
Agreement and are hereby incorporated herein by reference.

Section 2.Security Interest.



Section 3.Representations and Warranties.    Grantor hereby represents and warrants the following to
Secured Party and the Lenders:



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Section 4.Grantor Covenants.



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Section 5.Remedies.    If any Event of Default shall have occurred and be continuing:



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Section 6.Application of Collateral.    The proceeds of any sale, or other realization upon all or any part
of the Collateral pledged by Grantor shall be applied by Secured Party in the order set forth in Section 7.06 of the Subordinated Credit Agreement.

Section 7.Secured Party as Attorney-in-Fact for Grantor.



The
power of attorney granted hereby is coupled with an interest and is irrevocable.



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(d)Reasonable Care.Secured Party shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Secured Party accords its own Property, it being understood that Secured
Party shall have no responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral.

Section 8.Miscellaneous.



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IN
WITNESS WHEREOF, the parties hereto have caused this Second Security Agreement to be duly executed as of the date first above written.

[SIGNATURES
OF GRANTOR AND SECURED PARTY]

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SCHEDULE I        EXISTING SECURITY DOCUMENTS

[To be provided.]

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SCHEDULE II      UCC FILING LOCATIONS

[Grantor to provide.]

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