Exhibit 10.1


    
      

    

    Exhibit
      10.1

    EXECUTION
      COPY

    


    


    


    


    BRIGHAM
      EXPLORATION COMPANY

    


    


     

    $35,000,000
      95⁄8%
      Senior Notes due 2014

    


    PURCHASE
      AGREEMENT 

     

    dated
      March 30, 2007

    


    
 

     

    Banc
      of
      America Securities LLC

     

    Credit
      Suisse Securities (USA) LLC

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of
      Contents

     

    
      
        	
                Section
                  1. 

              	
                Representations
                  and Warranties

              	
                3

              
	
                (a)

              	
                No
                  Registration Required

              	
                3

              
	
                (b)

              	
                No
                  Integration of Offerings or General Solicitation

              	
                3

              
	
                (c)

              	
                Eligibility
                  for Resale under Rule 144A

              	
                3

              
	
                (d)

              	
                The
                  Offering Memorandum

              	
                4

              
	
                (e)

              	
                The
                  Purchase Agreement

              	
                4

              
	
                (f)

              	
                The
                  Registration Rights Agreement

              	
                4

              
	
                (g)

              	
                The
                  DTC Agreement

              	
                5

              
	
                (h)

              	
                Authorization
                  of the Notes, the Exchange Notes and the Guarantees

              	
                5

              
	
                (i)

              	
                Authorization
                  of the Indenture

              	
                5

              
	
                (j)

              	
                Description
                  of the Securities and the Indenture

              	
                6

              
	
                (k)

              	
                No
                  Material Adverse Change

              	
                6

              
	
                (l)

              	
                Independent
                  Accountants

              	
                6

              
	
                (m)

              	
                Independent
                  Petroleum Engineers

              	
                7

              
	
                (n)

              	
                Preparation
                  of the Financial Statements

              	
                7

              
	
                (o)

              	
                Incorporation
                  and Good Standing of the Company and its Subsidiaries

              	
                7

              
	
                (p)

              	
                Capitalization
                  and Other Capital Stock Matters

              	
                8

              
	
                (q)

              	
                NASDAQ
                  Listing

              	
                8

              
	
                (r)

              	
                Non-Contravention
                  of Existing Instruments; No Further Authorizations or Approvals
                  Required

              	
                9

              
	
                (s)

              	
                No
                  Material Actions or Proceedings

              	
                10

              
	
                (t)

              	
                Intellectual
                  Property Rights

              	
                10

              
	
                (u)

              	
                All
                  Necessary Permits, etc

              	
                10

              
	
                (v)

              	
                Title
                  to Properties

              	
                11

              
	
                (w)

              	
                Tax
                  Law Compliance

              	
                11

              
	
                (x)

              	
                Not
                  an Investment Company

              	
                11

              
	
                (y)

              	
                Insurance

              	
                11

              
	
                (z)

              	
                No
                  Price Stabilization or Manipulation

              	
                12

              
	
                (aa)

              	
                Solvency

              	
                12

              
	
                (bb)

              	
                Compliance
                  with Sarbanes-Oxley

              	
                12

              
	
                (cc)

              	
                MD&A

              	
                12

              
	
                (dd)

              	
                Company’s
                  Accounting System

              	
                13

              
	
                (ee)

              	
                Disclosure
                  Controls and Procedures

              	
                13

              
	
                (ff)

              	
                Compliance
                  with Environmental Laws

              	
                13

              
	
                (gg)

              	
                Periodic
                  Review of Costs of Environmental Compliance

              	
                14

              
	
                (hh)

              	
                ERISA
                  Compliance

              	
                15

              
	
                (ii)

              	
                Compliance
                  with Labor Laws

              	
                15

              
	
                (jj)

              	
                No
                  Unlawful Contributions or Other Payments

              	
                16

              
	
                (kk)

              	
                Compliance
                  with Regulation S

              	
                16

              
	
                (ll)

              	
                Taxes;
                  Fees

              	
                166

              
	
                Section
                  2.

              	
                Purchase,
                  Sale and Delivery of the Securities

              	
                176

              
	
                (a)

              	
                The
                  Securities

              	
                17

              
	
                (b)

              	
                The
                  Closing Date

              	
                17

              
	
                (c)

              	
                Delivery
                  of the Securities

              	
                17

              
	
                (d)

              	
                Initial
                  Purchasers as Qualified Institutional Buyers

              	
                17

              
	
                Section
                  3.

              	
                Additional
                  Covenants

              	
                17

              
	
                (a)

              	
                Preparation
                  of Final Offering Memorandum; Initial Purchasers’ Review of Proposed
                  Amendments and Supplements

              	
                18

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                Amendments
                  and Supplements to the Final Offering Memorandum and Other Securities
                  Act
                  Matters

              	
                18

              
	
                (c)

              	
                Copies
                  of the Offering Memorandum

              	
                19

              
	
                (d)

              	
                BlueSky
                  Compliance

              	
                19

              
	
                (e)

              	
                Use
                  of Proceeds

              	
                19

              
	
                (f)

              	
                The
                  Depositary

              	
                19

              
	
                (g)

              	
                Additional
                  Issuer Information

              	
                19

              
	
                (h)

              	
                Agreement
                  Not To Offer or Sell Additional Securities

              	
                20

              
	
                (i)

              	
                Future
                  Reports to the Initial Purchasers

              	
                20

              
	
                (j)

              	
                No
                  Integration

              	
                20

              
	
                (k)

              	
                No
                  Restricted Resales

              	
                21

              
	
                (l)

              	
                Legended
                  Securities

              	
                21

              
	
                (m)

              	
                PORTAL

              	
                21

              
	
                Section
                  4. 

              	
                Payment
                  of Expenses

              	
                21

              
	
                Section
                  5. 

              	
                Conditions
                  of the Obligations of the Initial Purchasers

              	
                22

              
	
                (a)

              	
                Accountants’
                  Comfort Letter

              	
                22

              
	
                (b)

              	
                No
                  Material Adverse Change or Ratings Agency Change

              	
                23

              
	
                (c)

              	
                Opinion
                  of Counsel for the Company

              	
                23

              
	
                (d)

              	
                Opinion
                  of Counsel for the Initial Purchasers

              	
                23

              
	
                (e)

              	
                Officers’
                  Certificate

              	
                23

              
	
                (f)

              	
                Engineers
                  Letter

              	
                24

              
	
                (g)

              	
                PORTAL
                  Listing

              	
                24

              
	
                (h)

              	
                Registration
                  Rights Agreement and Indenture

              	
                24

              
	
                (i)

              	
                Additional
                  Documents

              	
                24

              
	
                Section
                  6.

              	
                Reimbursement
                  of Initial Purchasers’ Expenses

              	
                24

              
	
                Section
                  7.

              	
                Offer,
                  Sale and Resale Procedures

              	
                25

              
	
                Section
                  8. 

              	
                Indemnification.

              	
                26

              
	
                (a)

              	
                Indemnification
                  of the Initial Purchasers

              	
                27

              
	
                (b)

              	
                Indemnification
                  of the Company and the Guarantors

              	
                27

              
	
                (c)

              	
                Notifications
                  and Other Indemnification Procedures

              	
                28

              
	
                (d)

              	
                Settlements

              	
                29

              
	
                Section
                  9.

              	
                Contribution

              	
                30

              
	
                Section
                  10.

              	
                Termination
                  of this Agreement

              	
                31

              
	
                Section
                  11.

              	
                Representations
                  and Indemnities to Survive Delivery

              	
                32

              
	
                Section
                  12.

              	
                Notices

              	
                32

              
	
                Section
                  13.

              	
                Successors

              	
                33

              
	
                Section
                  14.

              	
                Partial
                  Unenforceability

              	
                33

              
	
                Section
                  15.

              	
                Governing
                  Law Provisions

              	
                33

              
	
                (a)

              	
                Consent
                  to Jurisdiction

              	
                33

              
	
                Section
                  16.

              	
                Default
                  of One or More of the Several Initial Purchasers

              	
                34

              
	
                Section
                  17.

              	
                No
                  Advisory or Fiduciary Responsibility

              	
                34

              
	
                Section
                  18.

              	
                General
                  Provisions

              	
                35

              


      

       

      
        
          
            
            

          

          
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    EXECUTION
      COPY

    


    


    PURCHASE
      AGREEMENT 

    


    


    March
      30,
      2007 

    


    BANC
      OF
      AMERICA SECURITIES LLC 

    CREDIT
      SUISSE SECURITIES (USA) LLC 

    As
      Initial Purchasers 

    c/o
      Banc
      of America Securities LLC 

    9
      West
      57th
      Street
      

    New
      York,
      New York 10019 

    


    Ladies
      and Gentlemen: 

    


    Introductory.
      Brigham
      Exploration Company, a Delaware corporation (the “Company”), proposes to issue
      and sell to the several initial purchasers named in Schedule A (the “Initial
      Purchasers”), acting severally and not jointly, the respective amounts set forth
      in such Schedule
      A of
      $35,000,000 aggregate principal amount of the Company’s 9 5⁄8%
      Senior Notes due 2014 (the “Notes”). Banc of America Securities LLC and Credit
      Suisse Securities (USA) LLC have agreed to act as the several Initial Purchasers
      in connection with the offering and sale of the Securities (as defined below).
      

    


    The
      Securities will be issued pursuant to an indenture, to be dated as of April
      20,
      2006 (the “Indenture”), among the Company, the Guarantors (as defined below),
      and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Securities issued in
      book-entry form will be issued in the name of Cede & Co., as nominee of The
      Depository Trust Company (the “Depositary”) pursuant to a blanket issuer letter
      of representations, to be dated on or before the Closing Date (as defined in
      Section 2 hereof) (the “DTC Agreement”), among the Company and the Depositary.


    


    The
      holders of the Securities will be entitled to the benefits of a registration
      rights agreement, to be dated as of April 9, 2007 (the “Registration Rights
      Agreement”), among the Company, the Guarantors and the Initial Purchasers,
      pursuant to which the Company and the Guarantors will agree to file with the
      Commission (as defined below), under the circumstances set forth therein, (i)
      a
      registration statement under the Securities Act (as defined below) relating
      to
      another series of debt securities of the Company with terms substantially
      identical to the Notes (the “Exchange Notes”) to be offered in exchange for the
      Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration
      Rights Agreement, a shelf registration statement pursuant to Rule 415 of the
      Securities Act relating to the resale by certain holders of the Notes, and
      in
      each case, to use its best efforts to cause such registration statements to
      be
      declared effective. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      payment of principal of, premium, if any, and interest on the Notes will be
      fully and unconditionally guaranteed on a senior unsecured basis, jointly and
      severally, by Brigham, Inc., a Nevada corporation, and Brigham Oil & Gas,
      L.P., a Delaware limited partnership, and any subsidiary of the Company that
      executes an additional guarantee after the Closing Date in accordance with
      the
      terms of the Indenture, and their respective successors and assigns
      (collectively, the “Guarantors”), pursuant to their guarantees (the
“Guarantees”). The Notes and the Guarantees attached thereto are herein
      collectively referred to as the “Securities;” and the Exchange Notes and the
      Guarantees attached thereto are herein collectively referred to as the “Exchange
      Securities.” 

    


    The
      Company understands that the Initial Purchasers propose to make an offering
      of
      the Securities on the terms and in the manner set forth herein and in the
      Pricing Disclosure Package (as defined below) and agrees that the Initial
      Purchasers may resell, subject to the conditions set forth herein, all or a
      portion of the Securities to purchasers (the “Subsequent Purchasers”) at any
      time after the time this Agreement is executed by the parties hereto (the “Time
      of Execution”). The Securities are to be offered and sold to or through the
      Initial Purchasers without being registered with the Securities and Exchange
      Commission (the “Commission”) under the Securities Act of 1933 (as amended, the
“Securities Act,” which term, as used herein, includes the rules and regulations
      of the Commission promulgated thereunder), in reliance upon exemptions
      therefrom. Pursuant to the terms of the Securities and the Indenture, investors
      who acquire Securities shall be deemed to have agreed that Securities may only
      be resold or otherwise transferred, after the date hereof, if such Securities
      are registered for sale under the Securities Act or if an exemption from the
      registration requirements of the Securities Act is available (including the
      exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or
      Regulation S under the Securities Act (“Regulation S”)). 

    


    The
      Company has prepared and delivered to each Initial Purchaser copies of a
      Preliminary Offering Memorandum, dated March 30, 2007 (the “Preliminary Offering
      Memorandum”), and has prepared and delivered to each Initial Purchaser copies of
      a Pricing Supplement, dated March 30, 2007 (the “Pricing Supplement”),
      describing the terms of the Securities, each for use by such Initial Purchaser
      in connection with its solicitation of offers to purchase the Securities. The
      Preliminary Offering Memorandum and the Pricing Supplement are herein referred
      to as the “Pricing Disclosure Package.” Promptly after the Time of Execution,
      the Company will prepare and deliver to each Initial Purchaser a final offering
      memorandum dated the date hereof (the “Final Offering Memorandum”).


    


    All
      references herein to the terms “Pricing Disclosure Package” and “Final Offering
      Memorandum” shall be deemed to mean and include all information filed under the
      Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as
      used herein, includes the rules and regulations of the Commission promulgated
      thereunder) prior to the Time of Execution and incorporated by reference in
      the
      Pricing Disclosure Package (including the Preliminary Offering Memorandum)
      or
      the Final Offering Memorandum (as the case may be). 

    


    The
      Company hereby confirms its agreements with the Initial Purchasers as follows:
      


    
      
        
        

      

      
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    SECTION
      1.  Representations
      and Warranties. Each
      of
      the Company and the Guarantors, jointly and severally, hereby represents,
      warrants and covenants to each Initial Purchaser that, as of the date hereof
      and
      as of the Closing Date (references in this Section 1 to the “Offering
      Memorandum” are to (x) the Pricing Disclosure Package in the case of
      representations and warranties made as of the date hereof and (y) the Final
      Offering Memorandum in the case of representations and warranties made as of
      the
      Closing Date): 

    


    (a)    No
      Registration Required.
      Subject
      to compliance by the Initial Purchasers with the representations and warranties
      set forth in Section 2 hereof and with the procedures set forth in Section
      7
      hereof, it is not necessary in connection with the offer, sale and delivery
      of
      the Securities to the Initial Purchasers and to each Subsequent Purchaser in
      the
      manner contemplated by this Agreement and the Offering Memorandum to register
      the Securities under the Securities Act or, until such time as the Exchange
      Securities are issued pursuant to an effective registration statement, to
      qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust
      Indenture Act,” which term, as used herein, includes the rules and regulations
      of the Commission promulgated thereunder). 

    


    (b)    No
      Integration of Offerings or General Solicitation.
      None of
      the Company, the Guarantors or any of their respective subsidiaries, or its
      affiliates (as such term is defined in Rule 501 under the Securities Act) (each,
      an “Affiliate”), or any person acting on its or any of their behalf (other than
      the Initial Purchasers, as to whom no representation or warranty is made) have,
      directly or indirectly, solicited any offer to buy or offered to sell, or will,
      directly or indirectly, solicit any offer to buy or offer to sell, in the United
      States or to any United States citizen or resident, any security which is or
      would be integrated with the sale of the Securities in a manner that would
      require the Securities to be registered under the Securities Act. None of the
      Company, the Guarantors, any of their subsidiaries or its Affiliates, or any
      person acting on its or any of their behalf (other than the Initial Purchasers,
      as to whom no representation or warranty is made) have engaged or will engage,
      in connection with the offering of the Securities, in any form of general
      solicitation or general advertising within the meaning of Rule 502 under the
      Securities Act. With respect to those Securities sold in reliance upon
      Regulation S, (i) none of the Company, the Guarantors, any of their subsidiaries
      or Affiliates or any person acting on its or any of their behalf (other than
      the
      Initial Purchasers, as to whom no representation or warranty is made) has
      engaged or will engage in any directed selling efforts within the meaning of
      Regulation S and (ii) each of the Company, the Guarantors, any of their
      subsidiaries or Affiliates and any person acting on its or their behalf (other
      than the Initial Purchasers, as to whom no representation or warranty is made)
      has complied and will comply with the offering restrictions set forth in
      Regulation S. 

    


    (c)    Eligibility
      for Resale under Rule 144A.
      The
      Securities are eligible for resale pursuant to Rule 144A and will not be, at
      the
      Closing Date, of the same class as securities listed on a national securities
      exchange registered under Section 6 of the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”) or quoted in a U.S. automated interdealer quotation
      system. 


    
      
        
        

      

      
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    (d)    The
      Offering Memorandum.
      Neither
      the Pricing Disclosure Package, as of the Time of Execution, nor the Final
      Offering Memorandum, as of its date or (as amended or supplemented in accordance
      with Section 3(a), if applicable) as of the Closing Date, contains or represents
      an untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided that this
      representation, warranty and agreement shall not apply to statements in or
      omissions from the Pricing Disclosure Package, the Final Offering Memorandum
      or
      any amendment or supplement thereto made in reliance upon and in conformity
      with
      information furnished to the Company in writing by any Initial Purchaser through
      Banc of America Securities LLC expressly for use in the Pricing Disclosure
      Package, the Final Offering Memorandum or amendment or supplement thereto,
      as
      the case may be. The Pricing Disclosure Package contains, and the Final Offering
      Memorandum will contain, as of its date, all the information specified in,
      and
      meeting the requirements of, Rule 144A. The Company has not distributed and
      will
      not distribute, prior to the later of the Closing Date and the completion of
      the
      Initial Purchasers’ distribution of the Securities, any offering material in
      connection with the offering and sale of the Securities other than the Pricing
      Disclosure Package and the Final Offering Memorandum. The documents incorporated
      or deemed to be incorporated by reference in the Offering Memorandum at the
      time
      they were or hereafter are filed with the Commission complied and will comply
      in
      all material respects with the requirements of the Exchange Act. 

    


    (e)    The
      Purchase Agreement.
      This
      Agreement has been duly authorized, executed and delivered by, and is a valid
      and binding agreement of, the Company and each of the Guarantors, enforceable
      against the Company and each of the Guarantors in accordance with its terms,
      except as rights to indemnification hereunder may be limited by applicable
      law
      and except as the enforcement hereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights and remedies of creditors or by general equitable
      principles.

    


    (f)    The
      Registration Rights Agreement.
      The
      Registration Rights Agreement has been duly authorized and, on the Closing
      Date,
      will have been duly executed and delivered by, and will constitute a valid
      and
      binding agreement of, the Company and the Guarantors, enforceable against the
      Company and each of the Guarantors in accordance with its terms, except as
      the
      enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to or affecting the rights and
      remedies of creditors or by general equitable principles and except as rights
      to
      indemnification under the Registration Rights Agreement may be limited by
      applicable law.


    
      
        
        

      

      
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    (g)    The
      DTC Agreement.
      The DTC
      Agreement has been duly authorized and, on the Closing Date, will have been
      duly
      executed and delivered by, and (assuming the due authorization, execution and
      delivery thereof by the other parties thereto) will constitute a valid and
      binding agreement of, the Company, enforceable against the Company in accordance
      with its terms, except as the enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to or
      affecting the rights and remedies of creditors or by general equitable
      principles.

    


    (h)    Authorization
      of the Notes, the Exchange Notes and the Guarantees.
      (i) The
      Notes to be purchased by the Initial Purchasers from the Company are in the
      form
      contemplated by the Indenture, have been duly authorized for issuance and sale
      pursuant to this Agreement and the Indenture and, at the Closing Date, will
      have
      been duly executed by the Company and, when authenticated in the manner provided
      for in the Indenture and delivered against payment of the purchase price
      therefor, will constitute valid and binding agreements of the Company,
      enforceable against the Company in accordance with their terms, except as the
      enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to or affecting the rights and
      remedies of creditors or by general equitable principles and will be entitled
      to
      the benefits of the Indenture. (ii) The Exchange Notes have been duly and
      validly authorized for issuance by the Company, and when issued and
      authenticated in accordance with the terms of the Indenture, the Registration
      Rights Agreement and the Exchange Offer, will constitute valid and binding
      obligations of the Company, enforceable against the Company in accordance with
      their terms, except as the enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium, or similar laws relating to or affecting
      enforcement of the rights and remedies of creditors or by general principles
      of
      equity and will be entitled to the benefits of the Indenture. (iii) The
      Guarantees of the Notes and the Exchange Notes are in the respective forms
      contemplated by the Indenture, have been duly authorized for issuance and sale
      pursuant to this Agreement and the Indenture and, at the Closing Date, will
      have
      been duly executed by each of the Guarantors and, when the Notes and the
      Exchange Notes have been authenticated in the manner provided for in the
      Indenture and delivered against payment of the purchase price therefor, will
      constitute valid and binding agreements of each such Guarantor, enforceable
      against it in accordance with their terms, except as the enforcement thereof
      may
      be limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws relating to or affecting the rights and remedies of creditors
      or by
      general equitable principles and will be entitled to the benefits of the
      Indenture.

    


    (i)    Authorization
      of the Indenture.
      The
      Indenture has been duly authorized by the Company and the Guarantors and, at
      the
      Closing Date, will have been duly executed and delivered by, and will constitute
      a valid and binding agreement of, the Company and the Guarantors, enforceable
      against the Company and each of the Guarantors in accordance with its terms,
      except as the enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights and remedies of creditors or by general equitable principles.



    
      
        
        

      

      
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    (j)    Description
      of the Securities and the Indenture. The
      Securities, the Exchange Securities and the Indenture conform, or will conform,
      in all material respects to the respective statements relating thereto contained
      in the Offering Memorandum.

    


    (k)    No
      Material Adverse Change.
      Except
      as otherwise disclosed in the Offering Memorandum, subsequent to the respective
      dates as of which information is given in the Offering Memorandum: (i) there
      has
      been no material adverse change, or any development that could reasonably be
      expected to result in a material adverse change, in the condition, financial
      or
      otherwise, or in the earnings, business, operations or prospects, whether or
      not
      arising from transactions in the ordinary course of business, of the Company,
      the Guarantors and their respective subsidiaries, considered as one entity
      (any
      such change or development is called a “Material Adverse Change”); (ii) the
      Company, the Guarantors and their respective subsidiaries, considered as one
      entity, have not incurred any material liability or obligation, indirect, direct
      or contingent, not in the ordinary course of business, nor entered into any
      material transaction or agreement not in the ordinary course of business and
      (iii) there has been no dividend or distribution of any kind declared, paid
      or
      made by the Company, the Guarantors or their respective subsidiaries, on any
      class of capital stock or other equity interest (other than cash dividends
      with
      respect to the Company’s Series A Preferred Stock, $0.01 par value, $20 stated
      and redemption value, maturing on October 31, 2010, as disclosed in the Offering
      Memorandum) or repurchase or redemption by the Company, the Guarantors or any
      of
      their respective subsidiaries of any class of capital stock or other equity
      interest.

    


    (l)    Independent
      Accountants.
      KPMG
      LLP, which expressed its opinion with respect to the Company’s fiscal 2006
      financial statements (which term as used in this Agreement includes the related
      notes thereto) of the Company and its subsidiaries filed with the Commission
      and
      included in the Offering Memorandum, are independent public or certified public
      accountants within the meaning of Regulation S-X under the Securities Act and
      the Exchange Act, and any non-audit services provided by KPMG LLP to the Company
      or any of the Guarantors have been approved by the Audit Committee of the Board
      of Directors of the Company.


    
      
        
        

      

      
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    PricewaterhouseCoopers
      LLP, which expressed its opinion with respect to the Company’s fiscal 2004 and
      2005 financial statements (which term as used in this Agreement includes the
      related notes thereto) of the Company and its subsidiaries filed with the
      Commission and included in the Offering Memorandum, are independent public
      or
      certified public accountants within the meaning of Regulation S-X under the
      Securities Act and the Exchange Act, and any non-audit services provided by
      PricewaterhouseCoopers LLP to the Company or any of the Guarantors have been
      approved by the Audit Committee of the Board of Directors of the Company.


    


    (m)    Independent
      Petroleum Engineers.
      The
      written engineering reports prepared by Cawley, Gillespie & Associates, Inc.
      (“Cawley, Gillespie”), an oil and gas engineering consulting firm, as of
      December 31, 2006, setting forth the engineering values attributable to the
      oil
      and gas properties of the Company and its subsidiaries accurately reflect in
      all
      material respects the ownership interests of the Company and its subsidiaries
      in
      the properties therein as of December 31, 2006, except as otherwise disclosed
      in
      the Offering Memorandum. The information furnished by the Company to Cawley,
      Gillespie for purposes of preparing its report, including, without limitation,
      production, costs of operation and development, agreements relating to current
      and future operations and sales of production, was true, correct and complete
      in
      all material respects on the date supplied and was prepared in accordance with
      customary industry practices. Cawley, Gillespie, independent petroleum
      consultants, who prepared estimates of the extent and value of proved oil and
      natural gas reserves, are independent with respect to the Company and its
      subsidiaries.

    


    (n)    Preparation
      of the Financial Statements.
      The
      financial statements, together with the related schedules and notes, included
      in
      the Offering Memorandum present fairly the consolidated financial position
      of
      the entities to which they relate as of and at the dates indicated and the
      results of their operations and cash flows for the periods specified. Such
      financial statements have been prepared in conformity with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      involved, except as may be expressly stated in the related notes thereto. The
      financial statements and the financial information included in the Offering
      Memorandum comply as to form with the requirements applicable to registration
      statements on Form S-1 under the Securities Act. The financial data set forth
      in
“Item 6. Selected Consolidated Financial Data” of the Company’s Form 10-K for
      the fiscal year ended December 31, 2006 (the “Form 10-K”) fairly present the
      information set forth therein on a basis consistent with that of the audited
      financial statements contained in the Form 10-K.


    
      
        
        

      

      
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    (o)    Incorporation
      and Good Standing of the Company and its Subsidiaries.
      Each of
      the Company and its subsidiaries has been duly incorporated or formed and is
      validly existing as a corporation, limited partnership or limited liability
      company, as the case may be, in good standing under the laws of the jurisdiction
      of its incorporation or formation and has corporate, partnership or company,
      as
      the case may be, power and authority to own, lease and operate its properties
      and to conduct its business as described in the Offering Memorandum and, in
      the
      case of the Company and the Guarantors, to enter into and perform its respective
      obligations under each of this Agreement, the Registration Rights Agreement,
      the
      DTC Agreement, the Securities, the Exchange Securities and the Indenture, as
      the
      case may be, to which it is a party. Each of the Company and each subsidiary
      is
      duly qualified as a foreign corporation, limited partnership or limited
      liability company, as the case may be, to transact business and is in good
      standing or equivalent status in each jurisdiction in which such qualification
      is required, whether by reason of the ownership or leasing of property or the
      conduct of business, except for such jurisdictions where the failure to so
      qualify or to be in good standing would not, individually or in the aggregate,
      result in a Material Adverse Change. All of the issued and outstanding capital
      stock of each subsidiary has been duly authorized and validly issued, is fully
      paid and nonassessable and is owned by the Company, directly or through
      subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
      encumbrance or claim (except as encumbered under the Company’s senior credit
      agreement in effect on the date hereof). The Company does not own or control,
      directly or indirectly, any corporation, association or other entity other
      than
      the subsidiaries listed in Exhibit
      B hereto.

    


    (p)    Capitalization
      and Other Capital Stock Matters.
      At
      December 31, 2006, on an actual basis, and on an as adjusted basis, after giving
      pro forma effect to the issuance and sale of the Securities pursuant hereto,
      the
      Company would have an authorized and outstanding capitalization as set forth
      in
      the Offering Memorandum under the caption “Capitalization” (other than for
      subsequent issuances of capital stock, if any, pursuant to employee benefit
      plans described in the Offering Memorandum or upon exercise of outstanding
      options or warrants described in the Offering Memorandum). All of the
      outstanding shares of common stock of the Company (the “Common Stock”) have been
      duly authorized and validly issued, are fully paid and nonassessable and have
      been issued in compliance with federal and state securities laws. None of the
      outstanding shares of Common Stock were issued in violation of any preemptive
      rights, rights of first refusal or other similar rights to subscribe for or
      purchase securities of the Company. There are no authorized or outstanding
      options, warrants, preemptive rights, rights of first refusal or other rights
      to
      purchase, or equity or debt securities convertible into or exchangeable or
      exercisable for, any capital stock of the Company or any of its subsidiaries
      other than those accurately described in the Offering Memorandum. The
      description of the options or other rights granted and/or exercised under the
      Company’s stock option plans set forth in the Offering Memorandum accurately and
      fairly describes such options and rights.

    


    (q)    NASDAQ
      Listing.
      The
      Common Stock is registered pursuant to Section 12(b) of the Exchange Act and
      is
      listed on The NASDAQ Stock Market (“NASDAQ”), and the Company has taken no
      action designed to, or likely to have the effect of, terminating the
      registration of the Common Stock under the Exchange Act or delisting the Common
      Stock from NASDAQ, nor has the Company received any notification that the
      Commission or the NASD, Inc. (the “NASD”) is contemplating terminating such
      registration or listing. 


    
      
        
        

      

      
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    (r)    Non-Contravention
      of Existing Instruments; No Further Authorizations or Approvals
      Required.
      None of
      the Company, the Guarantors or any of their respective subsidiaries is in
      violation of its charter, regulations, by-laws, partnership agreement, limited
      liability company agreement or similar constitutive document or is in default
      (or, with the giving of notice or lapse of time, would be in default)
      (“Default”) under any indenture, mortgage, loan or credit agreement, note,
      contract, franchise, lease, license or other instrument to which the Company,
      any of the Guarantors or any of their respective subsidiaries is a party or
      by
      which it or any of them may be bound (including, without limitation, the
      Company’s existing senior credit agreement and the Company’s existing
      subordinated credit agreement) or to which any of the property or assets of
      the
      Company or any of the Guarantors or any of their respective subsidiaries is
      subject (each, an “Existing Instrument”), except for such Defaults as would not,
      individually or in the aggregate, result in a Material Adverse Change. The
      execution, delivery and performance of this Agreement, the Registration Rights
      Agreement, the DTC Agreement and the Indenture by the Company and each Guarantor
      party thereto, and the issuance and delivery of the Securities and the Exchange
      Securities, and consummation of the transactions contemplated hereby and thereby
      and by the Offering Memorandum (i) have been duly authorized by all necessary
      corporate, partnership or company, as the case may be, action and will not
      result in any violation of the provisions of the charter, regulations, by-laws,
      partnership agreement, operating agreement or other similar constitutive
      document of the Company, any Guarantor or any of their respective subsidiaries,
      (ii) will not conflict with or constitute a breach of, or Default or a Debt
      Repayment Triggering Event (as defined below) under, or result in the creation
      or imposition of any lien, charge or encumbrance upon any property or assets
      of
      the Company, any Guarantor or any of their respective subsidiaries pursuant
      to,
      or require the consent of any other party to, any Existing Instrument, except
      for such conflicts, breaches, Defaults, liens, charges or encumbrances as would
      not, individually or in the aggregate, result in a Material Adverse Change
      and
      such consents as have been obtained and are in full force and effect, and (iii)
      will not result in any violation of any law, administrative regulation or
      administrative or court decree applicable to the Company, any Guarantor or
      any
      of their respective subsidiaries. No consent, approval, authorization or other
      order of, or registration or filing with, any court or other governmental or
      regulatory authority or agency, is required for the Company’s and the
      Guarantors’ execution, delivery and performance of this Agreement, the
      Registration Rights Agreement, the DTC Agreement or the Indenture, to which
      it
      is a party, or the issuance and delivery of the Securities or the Exchange
      Securities, or consummation of the transactions contemplated hereby and thereby
      and by the Offering Memorandum, except such as have been obtained or made by
      the
      Company or the Guarantors and are in full force and effect under the Securities
      Act, applicable securities laws of the several states of the United States
      or
      provinces of Canada and except such as may be required by the securities laws
      of
      the United States and the several states of the United States or provinces
      of
      Canada with respect to the Company’s obligations under the Registration Rights
      Agreement. As used herein, a “Debt Repayment Triggering Event” means any event
      or condition which gives, or with the giving of notice or lapse of time would
      give, the holder of any note, debenture or other evidence of indebtedness (or
      any person acting on such holder’s behalf) the right to require the repurchase,
      redemption or repayment of all or a portion of such indebtedness by the Company,
      the Guarantors or any of their respective subsidiaries. 


    
      
        
        

      

      
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    (s)    No
      Material Actions or Proceedings.
      To the
      best of the Company’s or any Guarantor’s knowledge, there are no legal or
      governmental actions, suits, investigations or proceedings pending or threatened
      (i) against or affecting the Company, any Guarantor or any of their respective
      subsidiaries or (ii) which has as the subject thereof any property owned or
      leased by, the Company, the Guarantors or any of their respective subsidiaries,
      which (in any such case under (i) or (ii) above) action, suit, investigation
      or
      proceeding, if determined adversely to the Company, such Guarantor or such
      subsidiary would result in a Material Adverse Change or adversely affect the
      consummation of the transactions contemplated by this Agreement.

    


    (t)    Intellectual
      Property Rights.
      The
      Company, the Guarantors and their respective subsidiaries own, possess or
      license sufficient trademarks, trade names, patent rights, copyrights, licenses,
      approvals, trade secrets and other similar rights (collectively, “Intellectual
      Property Rights”) reasonably necessary to conduct their businesses as now
      conducted; and the expected expiration of any such Intellectual Property Rights,
      individually or in the aggregate, would not result in a Material Adverse Change.
      None of the Company, the Guarantors or any of their respective subsidiaries
      has
      received any notice of infringement or conflict with asserted Intellectual
      Property Rights of others, which infringement or conflict, if the subject of
      an
      unfavorable decision, ruling or filing would result in a Material Adverse
      Change. None of the Company, the Guarantors or any of their respective
      subsidiaries is in default under the terms of any license or similar agreement
      related to any Intellectual Property Rights necessary to conduct their business
      as now conducted or contemplated except as would not result in a Material
      Adverse Change.

    


    (u)    All
      Necessary Permits, etc.
      Each of
      the Company, the Guarantors and their respective subsidiaries possess such
      valid
      and current certificates, franchises, grants, authorizations, qualifications,
      licenses, permits, easements, variances, exceptions, certifications,
      registrations, consents, certificates or approvals issued by the appropriate
      local, state, federal or foreign regulatory agencies or bodies necessary for
      it
      to own, lease and operate the assets and properties or to conduct their
      respective businesses, and none of the Company, the Guarantors or any of their
      respective subsidiaries has received any notice of proceedings relating to
      the
      revocation, cancellation or modification of, or non-compliance with, any such
      certificate, authorization or permit which, either individually or in the
      aggregate, if the subject of an unfavorable decision, ruling or finding, could
      result in a Material Adverse Change. 


    
      
        
        

      

      
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    (v)    Title
      to Properties.
      The
      Company, the Guarantors and each of their respective subsidiaries have good
      and
      indefeasible title to (i) its oil and gas properties to the extent included
      or
      reflected in the reports of Cawley, Gillespie referenced in Section 1(m) above
      and (ii) all of the other properties and assets reflected as owned in the
      financial statements referred to in Section 1(n) hereof (or elsewhere in the
      Offering Memorandum), in each case (except as encumbered under the Company’s
      senior credit agreement in effect on the date hereof) free and clear of any
      security interests, mortgages, liens, encumbrances, equities, claims and other
      title defects, except such as do not materially and adversely affect the value
      of such property and do not materially interfere with the use made or proposed
      to be made of such property by the Company, such Guarantor or such subsidiary.
      The real property, improvements, equipment and personal property held under
      lease by the Company, any Guarantor or any subsidiary are held under valid
      and
      enforceable leases, with such exceptions as do not materially interfere with
      the
      use made or proposed to be made of such real property, improvements, equipment
      or personal property by the Company, such Guarantor or such
      subsidiary.

    


    (w)    Tax
      Law Compliance.
      The
      Company, the Guarantors and their respective subsidiaries have filed all
      necessary federal, state and foreign income and franchise tax returns and have
      paid all taxes required to be paid by any of them and, if due and payable,
      any
      related or similar assessment, fine or penalty levied against any of them.
      The
      Company and each Guarantor have made, in all material respects, accurate
      charges, accruals and reserves in the applicable financial statements referred
      to in Section 1(n) hereof in respect of all federal, state and foreign income
      and franchise taxes for all periods as to which the tax liability of the
      Company, the Guarantors, or any of their respective subsidiaries has not been
      finally determined.

    


    (x)    Not
      an Investment Company.
      The
      Company and the Guarantors have been advised of the rules and requirements
      under
      the Investment Company Act of 1940, as amended (the “Investment Company Act,”
which term, as used herein, includes the rules and regulations of the Commission
      promulgated thereunder). The Company and the Guarantors and their respective
      subsidiaries are not, and after receipt of payment for the Securities will
      not
      be, an “investment company” within the meaning of Investment Company Act and
      will each conduct their business in a manner so that they will not become
      subject to the Investment Company Act.


    
      
        
        

      

      
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    (y)    Insurance.
      Each of
      the Company the Company and its subsidiaries are insured by recognized,
      financially sound institutions with policies in such amounts and with such
      deductibles and policy limits and covering such risks as are generally deemed
      adequate, appropriate and customary for their businesses including, but not
      limited to, policies covering professional liability, malpractice, product
      liability, employee and customer health, workers’ compensation, general
      liability, director and officer, business interruption, real and personal
      property owned or leased by the Company and its subsidiaries against theft,
      damage, destruction, acts of terrorism and vandalism and earthquakes. The
      Company believes it has adequate, sufficient and appropriate coverage under
      its
      policies to cover all of its known litigation and the Company has sufficient
      insurance against its litigation reserves therefor, so that it believes there
      is
      no need to take any additional reserve for any such litigation under generally
      accepted accounting principles. The Company has no reason to believe that it
      or
      any of its subsidiaries will not be able (i) to renew its existing insurance
      coverage as and when such policies expire or (ii) to obtain adequate and
      comparable coverage from similar institutions as may be necessary or appropriate
      to conduct its business as now conducted and at a cost that would not result
      in
      a Material Adverse Change. There are no claims by the Company or any of its
      subsidiaries under any current insurance policy as to which any insurance
      company or institution is denying, or will deny, liability or coverage or
      defending under a reservation of rights clause. 

    


    (z)    No
      Price Stabilization or Manipulation.
      None of
      the Company, the Guarantors or any of their respective Affiliates has taken
      or
      will take, directly or indirectly, any action designed to or that might be
      reasonably expected to cause or result in stabilization or manipulation of
      the
      price of any security of the Company to facilitate the sale or resale of the
      Securities.

    


    (aa)    Solvency.
      Each of
      the Company and the Guarantors is, and immediately after the Closing Date will
      be, Solvent. As used herein, the term “Solvent” means, with respect to any such
      person on a particular date, that on such date (i) the fair market value of
      the
      assets of such person is greater than the total amount of liabilities (including
      contingent liabilities) of such person, (ii) the present fair salable value
      of
      the assets of such person is greater than the amount that will be required
      to
      pay the probable liabilities of such person on its debts as they become absolute
      and matured, (iii) such person is able to realize upon its assets and pay its
      debts and other liabilities, including contingent obligations, as they mature
      and (iv) such person does not have unreasonably small capital.

    


    (bb)    Compliance
      with Sarbanes-Oxley.
      The
      Company and its subsidiaries and their respective officers and directors are
      in
      compliance in all material respects with the applicable provisions of the
      Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used
      herein, includes the rules and regulations of the Commission promulgated
      thereunder). The principal executive officer and the principal financial officer
      of the Company have made all certifications required by the Sarbanes-Oxley
      Act,
      and the statements contained in any such certification are complete and
      correct.


    
      
        
        

      

      
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    (cc)    MD&A.
      There
      are no transactions, arrangements or other relationships, including but not
      limited to off balance sheet transactions, which would be required to be
      included in the Offering Memorandum if the Offering Memorandum were a
      registration statement on Form S-1 by Item 303 of Regulation S-K under the
      Securities Act which are not so described or described as required.

    


    (dd)    Company’s
      Accounting System. The
      Company and its subsidiaries maintain a system of accounting controls that
      is in
      compliance in all material respects with the Sarbanes-Oxley Act and is
      sufficient to provide reasonable assurances that: (i) transactions are executed
      in accordance with management’s general or specific authorization; (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain accountability for assets; (iii) access to assets is permitted only
      in
      accordance with management’s general or specific authorization; and (iv) the
      recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. 

    


    (ee)    Disclosure
      Controls and Procedures.
      The
      Company has established and maintains disclosure controls and procedures (as
      such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such
      disclosure controls and procedures are designed to ensure that material
      information relating to the Company and its subsidiaries is made known to the
      chief executive officer and chief financial officer of the Company by others
      within the Company or any of its subsidiaries, and such disclosure controls
      and
      procedures are reasonably effective to perform the functions for which they
      were
      established subject to the limitations of any such control system; the Company’s
      auditors and the Audit Committee of the Board of Directors of the Company have
      been advised of: (i) any significant deficiencies or material weaknesses in
      the
      design or operation of internal controls which could adversely affect the
      Company’s ability to record, process, summarize, and report financial data; and
      (ii) any fraud, whether or not material, that involves management or other
      employees who have a role in the Company’s internal controls; and since the date
      of the most recent evaluation of such disclosure controls and procedures, there
      have been no significant changes in internal controls or in other factors that
      could significantly affect internal controls, including any corrective actions
      with regard to significant deficiencies and material weaknesses.



    
      
        
        

      

      
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    (ff)    Compliance
      with Environmental Laws.
      Except
      as would not, individually or in the aggregate, result in a Material Adverse
      Change: (i) the Company, the Guarantors and each of their respective
      subsidiaries have all permits, authorizations and approvals required under
      any
      Environmental Laws (as defined below) and are in compliance with their
      requirements, (ii) to the best of the Company’s and the Guarantors’ knowledge,
      none of the Company, the Guarantors or any of their respective subsidiaries
      is
      in violation of any federal, state, local or foreign law or regulation relating
      to pollution or protection of human health or the environment (including,
      without limitation, ambient air, surface water, groundwater, land surface or
      subsurface strata) or wildlife, including, without limitation, laws and
      regulations relating to emissions, discharges, releases or threatened releases
      of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
      substances, petroleum and petroleum products (collectively, “Materials of
      Environmental Concern”), or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Materials of Environmental Concern (collectively, “Environmental Laws”), which
      violation includes, without limitation, noncompliance with any permits or other
      governmental authorizations required for the operation of the business of the
      Company, the Guarantors or any of their respective subsidiaries under applicable
      Environmental Laws, or noncompliance with the terms and conditions thereof,
      nor
      have the Company, any Guarantor or any of their respective subsidiaries received
      any written communication, whether from a governmental authority, citizens
      group, employee or otherwise, that alleges that either the Company, any
      Guarantor or any of their respective subsidiaries is in violation of any
      Environmental Law; (iii) there is no claim, action or cause of action filed
      with
      a court or governmental authority, no investigation with respect to which the
      Company has received written notice, and no written notice by any person or
      entity alleging potential liability for investigatory costs, cleanup costs,
      governmental responses costs, natural resources damages, property damages,
      personal injuries, attorneys’ fees or penalties arising out of, based on or
      resulting from the presence, or release into the environment, of any Material
      of
      Environmental Concern at any location owned, leased or operated by the Company,
      any Guarantor or any of their respective subsidiaries, now or in the past
      (collectively, “Environmental Claims”), pending or, to the best of the Company’s
      and the Guarantors’ knowledge, threatened against the Company, any Guarantor or
      any of their respective subsidiaries or any person or entity whose liability
      for
      any Environmental Claim the Company, any Guarantor or any of their respective
      subsidiaries has retained or assumed either contractually or by operation of
      law; and (iv) to the best of the Company’s and the Guarantors’ knowledge, there
      are no past or present actions, activities, circumstances, conditions, events
      or
      incidents, including, without limitation, the release, emission, discharge,
      presence or disposal of any Material of Environmental Concern, that could result
      in a violation of any Environmental Law or form the basis of a potential
      Environmental Claim against the Company, any Guarantor or any of their
      respective subsidiaries or against any person or entity whose liability for
      any
      Environmental Claim the Company, any Guarantor or any of their respective
      subsidiaries has retained or assumed either contractually or by operation of
      law. Neither the Company nor any of its subsidiaries has been named as a
“potentially responsible party” under the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, as amended. 


    
      
        
        

      

      
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    (gg)    Periodic
      Review of Costs of Environmental Compliance.
      In the
      ordinary course of its business, the Company conducts a periodic review of
      the
      effect of Environmental Laws on the business, operations and properties of
      the
      Company and its subsidiaries, in the course of which it identifies and evaluates
      associated costs and liabilities (including, without limitation, any capital
      or
      operating expenditures required for clean-up, closure of properties or
      compliance with Environmental Laws or any permit, license or approval, any
      related constraints on operating activities and any potential liabilities to
      third parties). On the basis of such review and the amount of its established
      reserves, the Company has reasonably concluded that such associated costs and
      liabilities would not, individually or in the aggregate, result in a Material
      Adverse Change. 

    


    (hh)    ERISA
      Compliance.
      The
      Company and its subsidiaries and any “employee benefit plan,” as defined under
      the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which
      term, as used herein, includes the regulations and published interpretations
      thereunder), established or maintained by the Company, its subsidiaries or
      their
“ERISA Affiliates” (as defined below) are in compliance in all material respects
      with the applicable provisions of ERISA, or if not in material compliance such
      noncompliance would not result in a Material Adverse Change. “ERISA Affiliate”
means, with respect to the Company or a subsidiary, any member of any group
      of
      organizations described in Section 414 of the Internal Revenue Code of 1986
      (as
      amended, the “Code,” which term, as used herein, includes the regulations and
      published interpretations thereunder) of which the Company or such subsidiary
      is
      a member. No “reportable event” (as defined under ERISA) for which notice
      requirements have not been waived has occurred or is reasonably expected to
      occur with respect to any “employee benefit plan” established or maintained by
      the Company, its subsidiaries or any of their ERISA Affiliates and which is
      covered by Title IV of ERISA, except for such reportable events which would
      not,
      individually or in the aggregate, result in a Material Adverse Change. No
“employee benefit plan” established or maintained by the Company, its
      subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan”
were terminated as of the most recent annual valuation date for such plan,
      would
      have any “amount of unfunded benefit liabilities” (as defined under ERISA) that
      would result in a Material Adverse Change. Neither the Company, its subsidiaries
      nor any of their ERISA Affiliates has incurred or reasonably expects to incur
      any liability under (i) Title IV of ERISA with respect to termination of, or
      withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or
      4980B of the Code. Each “employee benefit plan” established or maintained by the
      Company, its subsidiaries or any of their ERISA Affiliates that is intended
      to
      be qualified under Section 401 of the Code is so qualified and nothing has
      occurred, whether by action or failure to act, which would cause the loss of
      such qualification. For the purposes of this section (hh), “subsidiaries” means
      those companies listed on Exhibit
      B hereto.
      


    
      
        
        

      

      
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    (ii)    Compliance
      with Labor Laws.
      Except
      as would not, individually or in the aggregate, result in a Material Adverse
      Change, (i) to the best of the Company’s and the Guarantors’ knowledge, there is
      (A) no unfair labor practice complaint pending or threatened against the
      Company, the Guarantors or any of their respective subsidiaries before the
      National Labor Relations Board or any state or local labor relations board,
      and
      no grievance or arbitration proceeding arising out of or under collective
      bargaining agreements pending or threatened, against the Company, the Guarantors
      or any of their respective subsidiaries, (B) no strike, labor dispute, slowdown
      or stoppage pending or threatened against the Company, the Guarantors or any
      of
      their respective subsidiaries and (C) no union representation question existing
      with respect to the employees of the Company, the Guarantors or any of their
      respective subsidiaries and no union organizing activities taking place, (ii)
      there has been no violation of any federal, state or local law relating to
      discrimination in hiring, promotion or pay of employees or of any applicable
      wage or hour laws, and (iii) none of the Company or its subsidiaries is aware
      of
      any existing, threatened or imminent labor disturbance by the employees of
      any
      of its principal customers, suppliers or contractors. 

    


    (jj)    No
      Unlawful Contributions or Other Payments.
      Except
      as would not, individually or in the aggregate, result in a Material Adverse
      Change, neither the Company, the Guarantors or any of their respective
      subsidiaries nor, to the best of the Company’s and the Guarantors’ knowledge,
      any director, officer, employee or agent of the Company, any Guarantor or any
      of
      their respective subsidiaries, has, directly or indirectly (i) made any
      contribution or other payment to any official of, or candidate for, any federal,
      state or foreign office in violation of any law of the character necessary
      to be
      disclosed in the Offering Memorandum in order to make the statements therein
      not
      misleading, (ii) used any corporate funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses relating to political activity; (iii)
      violated any provision of the Foreign Corrupt Practices Act of 1977, as amended;
      or (iv) made any other unlawful payment. 

    


    (kk)    Compliance
      with Regulation S.
      The
      Company, the Guarantors their respective affiliates and all persons acting
      on
      their behalf (other than the Initial Purchasers, as to whom the Company and
      the
      Guarantors make no representation) have complied with and will comply with
      the
      offering restrictions requirements of Regulation S in connection with the
      offering of the Securities outside the United States and, in connection
      therewith, the Offering Memorandum will contain the disclosure required by
      Rule
      902. The Company is a “reporting issuer,” as defined in Rule 902 under the
      Securities Act. 

    


    (ll)    Taxes;
      Fees.
      There
      are no stamp or other issuance or transfer taxes or duties or other similar
      fees
      or charges required to be paid by the Company or the Guarantors in connection
      with the execution and delivery of this Agreement or the issuance or sale by
      the
      Company and the Guarantors of the Securities or the Exchange Securities.


    


    Any
      certificate signed by an officer of the Company, any Guarantor or any of their
      respective subsidiaries and delivered to the Initial Purchasers or to counsel
      for the Initial Purchasers on the Closing Date shall be deemed to be a
      representation and warranty by the Company, such Guarantor or such subsidiary
      to
      each Initial Purchaser as to the matters set forth therein. 


    
      
        
        

      

      
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    SECTION
      2.  Purchase,
      Sale and Delivery of the Securities. 

    


    (a)    The
      Securities.
      Each of
      the Company and the Guarantors agrees to issue and sell to the Initial
      Purchasers, severally and not jointly, all of the Securities, and the Initial
      Purchasers agree, severally and not jointly, to purchase from the Company and
      the Guarantors the aggregate principal amount of Securities set forth opposite
      their names on Schedule
      A,
      at a
      purchase price of 97.50% of the principal amount thereof payable on the Closing
      Date, in each case, on the basis of the representations, warranties and
      agreements herein contained, and upon the terms, subject to the conditions
      thereto, herein set forth.

    


    (b)    The
      Closing Date.
      Delivery of certificates for the Securities in definitive form to be purchased
      by the Initial Purchasers and payment therefor shall be made at the offices
      of
      Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York,
      New York 10004 (or such other place as may be agreed to by the Company and
      Banc
      of America Securities LLC) at 9:00 a.m. New York City time, on April 9, 2007
      or
      such other time and date as Banc of America Securities LLC shall designate
      by
      notice to the Company (the time and date of such closing are called the “Closing
      Date”). The Company hereby acknowledges that circumstances under which Banc of
      America Securities LLC may provide notice to postpone the Closing Date as
      originally scheduled include, but are in no way limited to, any determination
      by
      the Company or the Initial Purchasers to recirculate to investors copies of
      an
      amended or supplemented Offering Memorandum or a delay as contemplated by the
      provisions of Section 16 hereof.

    


    (c)    Delivery
      of the Securities.
      The
      Company shall deliver, or cause to be delivered, to Banc of America Securities
      LLC for the accounts of the several Initial Purchasers certificates for the
      Notes and the Guarantees at the Closing Date against the irrevocable release
      of
      a wire transfer of immediately available funds for the amount of the purchase
      price therefor to an account or accounts specified by the Company. The
      certificates for the Notes shall be in such denominations and registered in
      the
      name of Cede & Co., as nominee of the Depositary, pursuant to the DTC
      Agreement, and shall be made available for inspection on the business day
      preceding the Closing Date at a location in New York City, as Banc of America
      Securities LLC may designate. Time shall be of the essence, and delivery at
      the
      time and place specified in this Agreement is a further condition to the
      obligations of the Initial Purchasers.

    


    (d)    Initial
      Purchasers as Qualified Institutional Buyers.
      Each
      Initial Purchaser severally and not jointly represents and warrants to, and
      agrees with, the Company that it is a “qualified institutional buyer” within the
      meaning of Rule 144A (a “Qualified Institutional Buyer”).

    


    SECTION
      3.  Additional
      Covenants. The
      Company and the Guarantors, jointly and severally, further covenant and agree
      with each Initial Purchaser as follows: 


    
      
        
        

      

      
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    (a)    Preparation
      of Final Offering Memorandum; Initial Purchasers’ Review of Proposed Amendments
      and Supplements.
      As
      promptly as practicable following the Time of Execution and in any event not
      later than the second business day following the date hereof, the Company will
      prepare and deliver to the Initial Purchasers the Final Offering Memorandum,
      which shall consist of the Preliminary Offering Memorandum as modified only
      by
      the information contained in the Pricing Supplement. The Company will not amend
      or supplement the Preliminary Offering Memorandum or the Pricing Supplement.
      The
      Company will not amend or supplement the Final Offering Memorandum prior to
      the
      Closing Date unless the Initial Purchasers shall previously have been furnished
      a copy of the proposed amendment or supplement at least two business days prior
      to the proposed use or filing, and shall not have objected to such amendment
      or
      supplement.

    


    (b)    Amendments
      and Supplements to the Final Offering Memorandum and Other Securities Act
      Matters.
      If,
      prior to the later of (x) the Closing Date and (y) the completion of the
      placement of the Securities by the Initial Purchasers with the Subsequent
      Purchasers, any event shall occur or condition exist as a result of which it
      is
      necessary to amend or supplement the Final Offering Memorandum, as then amended
      or supplemented, in order to make the statements therein, in the light of the
      circumstances when the Final Offering Memorandum is delivered to a Subsequent
      Purchaser, not misleading, or if in the judgment of the Initial Purchasers
      or
      counsel for the Initial Purchasers it is otherwise necessary to amend or
      supplement the Final Offering Memorandum to comply with law, the Company agrees
      to promptly prepare (subject to Section 3 hereof), and furnish at its own
      expense to the Initial Purchasers, amendments or supplements to the Final
      Offering Memorandum so that the statements in the Final Offering Memorandum
      as
      so amended or supplemented will not, in the light of the circumstances at the
      Closing Date and at the time of sale of Securities, be misleading or so that
      the
      Final Offering Memorandum, as amended or supplemented, will comply with all
      applicable law.

    


    Following
      the consummation of the Exchange Offer or the effectiveness of an applicable
      shelf registration statement and for so long as the Securities are outstanding
      if, in the judgment of the Initial Purchasers, the Initial Purchasers or any
      of
      their affiliates (as such term is defined in the Securities Act) are required
      to
      deliver a prospectus in connection with sales of, or market-making activities
      with respect to, the Securities, to periodically amend the applicable
      registration statement so that the information contained therein complies with
      the requirements of Section 10 of the Securities Act, to amend the applicable
      registration statement or supplement the related prospectus or the documents
      incorporated therein when necessary to reflect any material changes in the
      information provided therein so that the registration statement and the
      prospectus will not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements therein,
      in
      the light of the circumstances existing as of the date the prospectus is so
      delivered, not misleading and to provide the Initial Purchasers with copies
      of
      each amendment or supplement filed and such other documents as the Initial
      Purchasers may reasonably request.


    
      
        
        

      

      
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    The
      Company and the Guarantors hereby expressly acknowledge that the indemnification
      and contribution provisions of Sections 8 and 9 hereof are specifically
      applicable and relate to each offering memorandum, registration statement,
      prospectus, amendment or supplement referred to in this Section 3. 

    


    (c)    Copies
      of the Offering Memorandum.
      The
      Company agrees to furnish the Initial Purchasers, without charge, as many copies
      of the Pricing Disclosure Package and the Final Offering Memorandum and any
      amendments and supplements thereto as they shall have reasonably
      requested.

    


    (d)    Blue
      Sky Compliance.
      Each of
      the Company and the Guarantors shall cooperate with the Initial Purchasers
      and
      counsel for the Initial Purchasers to qualify or register (or to obtain
      exemptions from qualifying or registering) all or any part of the Securities
      for
      offer and sale under the securities laws of the several states of the United
      States, the provinces of Canada or any other jurisdictions designated by the
      Initial Purchasers, shall comply with such laws and shall continue such
      qualifications, registrations and exemptions in effect so long as required
      for
      the distribution of the Securities. None of the Company or any of the Guarantors
      shall be required to qualify as a foreign corporation or to take any action
      that
      would subject it to general service of process in any such jurisdiction where
      it
      is not presently qualified or where it would be subject to taxation as a foreign
      corporation. The Company will advise the Initial Purchasers promptly of the
      suspension of the qualification or registration of (or any such exemption
      relating to) the Securities for offering, sale or trading in any jurisdiction
      or
      any initiation or threat of any proceeding for any such purpose, and in the
      event of the issuance of any order suspending such qualification, registration
      or exemption, each of the Company and the Guarantors shall use its reasonable
      best efforts to obtain the withdrawal thereof at the earliest possible
      moment.

    


    (e)    Use
      of Proceeds.
      The
      Company shall apply the net proceeds from the sale of the Securities sold by
      it
      in the manner described under the caption “The Offering -Use of Proceeds” in the
      Pricing Disclosure Package.

    


    (f)    The
      Depositary.
      The
      Company will cooperate with the Initial Purchasers and use its best efforts
      to
      permit the Securities to be eligible for clearance and settlement through the
      facilities of the Depositary.

    


    (g)    Additional
      Issuer Information.
      Prior
      to the completion of the placement of the Securities by the Initial Purchasers
      with the Subsequent Purchasers, the Company shall file, on a timely basis,
      with
      the Commission and NASDAQ all reports and documents required to be filed under
      Section 13 or 15 of the Exchange Act. Additionally, at any time when the Company
      is not subject to Section 13 or 15 of the Exchange Act, for the benefit of
      holders and beneficial owners from time to time of the Securities, the Company
      shall furnish, at its expense, upon request, to holders and beneficial owners
      of
      Securities and prospective purchasers of Securities information (“Additional
      Issuer Information”) satisfying the requirements of Rule 144A(d).



    
      
        
        

      

      
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    (h)    Agreement
      Not To Offer or Sell Additional Securities.
      During
      the period of 180 days following the date hereof, the Company and each of the
      Guarantors will not, without the prior written consent of Banc of America
      Securities LLC (which consent may be withheld at the sole discretion of Banc
      of
      America Securities LLC), directly or indirectly, sell, offer, contract or grant
      any option to sell, pledge, transfer or establish an open “put equivalent
      position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise
      dispose of or transfer, or announce the offering of, or file any registration
      statement under the Securities Act in respect of, any debt securities of the
      Company or any of the Guarantors or securities exchangeable for or convertible
      into debt securities of the Company or any of the Guarantors (other than as
      contemplated by this Agreement and to register the Exchange
      Securities).

    


    (i)    Future
      Reports to the Initial Purchasers.
      At any
      time when the Company is not subject to Section 13 or 15 of the Exchange Act
      and
      any Securities or Exchange Securities remain outstanding, the Company will
      furnish to Banc of America Securities LLC: (i) as soon as practicable after
      the
      end of each fiscal year, copies of the Annual Report of the Company containing
      the balance sheet of the Company as of the close of such fiscal year and
      statements of income, stockholders’ equity and cash flows for the year then
      ended and the opinion thereon of the Company’s independent public or certified
      public accountants; (ii) as soon as practicable after the filing thereof, copies
      of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form
      10-Q, Current Report on Form 8-K or other report filed by the Company with
      the
      Commission, the NASD or any securities exchange; and (iii) as soon as available,
      copies of any report or communication of the Company mailed generally to holders
      of its capital stock or debt securities (including the holders of the
      Securities), if, in each case, such documents are not filed with the Commission
      within the time periods specified by the Commission’s rules and regulations
      under Section 13 or 15 of the Exchange Act.

    


    (j)    No
      Integration.
      The
      Company agrees that it will not, and will cause its Affiliates and subsidiaries
      not to, make any offer or sale of securities of the Company of any class if,
      as
      a result of the doctrine of “integration” referred to in Rule 502 under the
      Securities Act, such offer or sale would render invalid (for the purpose of
      (i)
      the sale of the Securities by the Company to the Initial Purchasers, (ii) the
      resale of the Securities by the Initial Purchasers to Subsequent Purchasers
      or
      (iii) the resale of the Securities by such Subsequent Purchasers to others)
      the
      exemption from the registration requirements of the Securities Act regarding
      the
      Securities provided by Section 4(2) thereof or by Rule 144A or by Regulation
      S
      thereunder or otherwise. 


    
      
        
        

      

      
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    (k)    No
      Restricted Resales.
      During
      the period of two years after the Closing Date, the Company will not, and will
      not permit any of its affiliates (as defined in Rule 144 under the Securities
      Act) to resell any of the Notes which constitute “restricted securities” under
      Rule 144 that have been reacquired by any of them.

    


    (l)    Legended
      Securities.
      Each
      certificate for a Note will bear the legend contained in “Notice to Investors”
in the Preliminary Offering Memorandum for the time period and upon the other
      terms stated in the Preliminary Offering Memorandum.

    


    (m)    PORTAL.
      The
      Company will use its reasonable best efforts to cause such Notes to be eligible
      for the PORTAL Market.

    


    Banc
      of
      America Securities LLC, on behalf of the several Initial Purchasers, may, in
      its
      sole discretion, waive in writing the performance by the Company or any
      Guarantor of any one or more of the foregoing covenants or extend the time
      for
      their performance. 

    


    SECTION
      4.  Payment
      of Expenses. Each
      of
      the Company and the Guarantors agrees to pay all costs, fees and expenses
      incurred in connection with the performance of its obligations hereunder and
      in
      connection with the transactions contemplated hereby, including, without
      limitation, (i) all expenses incident to the issuance and delivery of the
      Securities (including all printing and engraving costs), (ii) all necessary
      issue, transfer and other stamp taxes in connection with the issuance and sale
      of the Securities to the Initial Purchasers, (iii) all fees and expenses of
      the
      Company’s and the Guarantors’ counsel, independent public or certified public
      accountants and other advisors, (iv) all costs and expenses incurred in
      connection with the preparation, printing, filing, shipping and distribution
      of
      the Pricing Disclosure Package and the Final Offering Memorandum (including
      financial statements and exhibits), and all amendments and supplements thereto,
      this Agreement, the Registration Rights Agreement, the Indenture, the DTC
      Agreement and the Notes and Guarantees, (v) all filing fees, attorneys’ fees and
      expenses incurred by the Company, the Guarantors or the Initial Purchasers
      in
      connection with qualifying or registering (or obtaining exemptions from the
      qualification or registration of) all or any part of the Securities for offer
      and sale under the securities laws of the several states of the United States,
      the provinces of Canada or other jurisdictions designated by the Initial
      Purchasers (including, without limitation, the cost of preparing, printing
      and
      mailing preliminary and final blue sky or legal investment memoranda and any
      related supplements to the Pricing Disclosure Package or the Final Offering
      Memorandum), (vi) the fees and expenses of the Trustee, including the reasonable
      fees and disbursements of counsel for the Trustee in connection with the
      Indenture, the Securities and the Exchange Securities, (vii) any fees payable
      in
      connection with the rating of the Securities or the Exchange Securities with
      the
      ratings agencies and the listing of the Securities with the PORTAL Market,
      (viii) any filing fees incident to, and any reasonable fees and disbursements
      of
      counsel to the Initial Purchasers in connection with the review by the NASD,
      if
      any, of the terms of the sale of the Securities or the Exchange Securities,
      (ix)
      all fees and expenses (including reasonable fees and expenses of counsel) of
      the
      Company and the Guarantors in connection with approval of the Securities by
      the
      Depositary for “book-entry” transfer, and the performance by the Company and the
      Guarantors of their respective other obligations under this Agreement, and
      (x)
      all of the Company’s expenses incident to the “road show” for the offering of
      the Securities, including one-half of the cost of any chartered airplane or
      other transportation. Except as provided in this Section 4 and Sections 6,
      8 and
      9 hereof, the Initial Purchasers shall pay their own expenses, including the
      fees and disbursements of their counsel. 


    
      
        
        

      

      
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    SECTION
      5.  Conditions
      of the Obligations of the Initial Purchasers. The
      obligations of the several Initial Purchasers to purchase and pay for the
      Securities as provided herein on the Closing Date shall be subject to the
      accuracy of the representations and warranties on the part of the Company and
      the Guarantors set forth in Section 1 hereof as of the date hereof and as of
      the
      Closing Date as though then made and to the timely performance by the Company
      and the Guarantors of their covenants and other obligations hereunder, and
      to
      each of the following additional conditions: 

    


    (a)    Accountants’
      Comfort Letters.
      (x) On
      the date hereof, the Initial Purchasers shall have received from
      PricewaterhouseCoopers LLP, the Company’s former independent public or certified
      public accountants, a “comfort letter” dated the date hereof addressed to the
      Initial Purchasers, in form and substance satisfactory to the Initial
      Purchasers, covering certain financial information in the Preliminary Offering
      Memorandum and the Pricing Supplement and other customary matters. In addition,
      on the Closing Date, the Initial Purchasers shall have received from such
      accountants, a “bring-down comfort letter” dated the Closing Date addressed to
      the Initial Purchasers, in form and substance satisfactory to the Initial
      Purchasers, in the form of the “comfort letter” delivered on the date hereof,
      except that (i) it shall cover the financial information in the Final Offering
      Memorandum and any amendment or supplement thereto and (ii) procedures shall
      be
      brought down to a date no more than three business days prior to the Closing
      Date.

    


    (y)    On
      the date
      hereof, the Initial Purchasers shall have received from KPMG LLP, the Company’s
      current independent public or certified public accountants, a “comfort letter”
dated the date hereof addressed to the Initial Purchasers, in form and substance
      satisfactory to the Initial Purchasers, covering certain financial information
      included in the Preliminary Offering Memorandum and the Pricing Supplement
      and
      other customary matters. In addition, on the Closing Date, the Initial
      Purchasers shall have received from such accountants, a “bring-down comfort
      letter” dated the Closing Date addressed to the Initial Purchasers, in form and
      substance satisfactory to the Initial Purchasers, in the form of the “comfort
      letter” delivered on the date hereof, except that (i) it shall cover the
      financial information included in the Final Offering Memorandum and any
      amendment or supplement thereto and (ii) procedures shall be brought down to
      a
      date no more than three business days prior to the Closing Date.



    
      
        
        

      

      
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    (b)    No
      Material Adverse Change or Ratings Agency Change.
      For the
      period from and after the date of this Agreement and prior to the Closing Date:
      

    


    (i)    in
      the
      reasonable judgment of the Initial Purchasers there shall not have occurred
      any
      Material Adverse Change; and

    


    (ii)    there
      shall
      not have occurred any downgrading, nor shall any notice have been given of
      any
      intended or potential downgrading or of any review for a possible change that
      does not indicate the direction of the possible change, in the rating accorded
      any securities or indebtedness of the Company, any Guarantor or any of their
      respective subsidiaries by any “nationally recognized statistical rating
      organization” as such term is defined for purposes of Rule 436 under the
      Securities Act.

    


    (c)    Opinion
      of Counsel for the Company.
      On the
      Closing Date the Initial Purchasers shall have received the favorable opinion
      of
      Thompson & Knight LLP, counsel for the Company, dated as of such Closing
      Date, the form of which is attached as Exhibit
      A.

    


    (d)    Opinion
      of Counsel for the Initial Purchasers.
      On the
      Closing Date the Initial Purchasers shall have received the favorable opinion
      of
      Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Initial
      Purchasers, dated as of such Closing Date, with respect to such matters as
      may
      be reasonably requested by the Initial Purchasers.

    


    (e)    Officers’
      Certificate.
      On the
      Closing Date the Initial Purchasers shall have received a written certificate
      executed by the Chairman of the Board, Chief Executive Officer or President
      of
      the Company and each Guarantor and the Chief Financial Officer or Chief
      Accounting Officer of the Company and each Guarantor, dated as of the Closing
      Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the
      effect that:

    


    (i)    for
      the
      period from and after the date of this Agreement and prior to the Closing Date
      there has not occurred, to the best of their knowledge, any Material Adverse
      Change;

    


    (ii)    the
      representations, warranties and covenants of the Company and the Guarantors
      set
      forth in Section 1 hereof were true and correct as of the Time of Execution
      and
      are true and correct as of the Closing Date with the same force and effect
      as
      though expressly made on and as of the Closing Date; and


    
      
        
        

      

      
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    (iii)    the
      Company
      and the Guarantors have complied with all the agreements and satisfied all
      the
      conditions on their part to be performed or satisfied at or prior to the Closing
      Date.

    


    (f)    Engineers
      Letter.
      On the
      date hereof, the Initial Purchasers shall have received from Cawley, Gillespie,
      a letter dated the date hereof addressed to the Initial Purchasers, in form
      and
      substance satisfactory to the Initial Purchasers, containing the conclusions
      and
      findings of such firm with respect to the oil and gas properties of the Company
      and its subsidiaries. In addition, on the Closing Date, the Initial Purchasers
      shall have received from Cawley, Gillespie, a letter dated the Closing Date
      addressed to the Initial Purchasers (which may refer to the letter previously
      delivered to the Initial Purchasers), in form and substance satisfactory to
      the
      Initial Purchasers, containing the conclusions and findings of such firm with
      respect to the oil and gas properties of the Company and its
      subsidiaries.

    


    (g)    PORTAL
      Listing.
      At the
      Closing Date the Notes shall have been designated for trading on the PORTAL
      Market.

    


    (h)    Registration
      Rights Agreement and Indenture.
      The
      Company and the Guarantors shall have entered into the Registration Rights
      Agreement and the Indenture, the Trustee shall have entered into the Indenture
      and the Initial Purchasers shall have received executed counterparts
      thereof.

    


    (i)    Additional
      Documents.
      On or
      before the Closing Date, the Initial Purchasers and counsel for the Initial
      Purchasers shall have received such information, documents and opinions as
      they
      may reasonably require for the purposes of enabling them to pass upon the
      issuance and sale of the Securities as contemplated herein, or in order to
      evidence the accuracy of any of the representations and warranties, or the
      satisfaction of any of the conditions or agreements, herein
      contained.

    


    If
      any
      condition specified in this Section 5 is not satisfied when and as required
      to
      be satisfied, this Agreement may be terminated by the Initial Purchasers by
      notice to the Company at any time on or prior to the Closing Date, which
      termination shall be without liability on the part of any party to any other
      party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective
      and shall survive such termination. 

    


    SECTION
      6.  Reimbursement
      of Initial Purchasers’ Expenses. If
      this
      Agreement is terminated by the Initial Purchasers pursuant to Section 5 or
      10
      hereof, including if the sale to the Initial Purchasers of the Securities on
      the
      Closing Date is not consummated because of any refusal, inability or failure
      on
      the part of the Company to perform any agreement herein or to comply with any
      provision hereof (other than as a result of a breach by this Agreement by the
      Initial Purchasers), the Company agrees to reimburse the Initial Purchasers
      (or
      such Initial Purchasers as have terminated this Agreement with respect to
      themselves), severally, upon demand for all out-of-pocket costs and expenses
      that shall have been reasonably incurred by the Initial Purchasers in connection
      with the proposed purchase and the offering and sale of the Securities,
      including, without limitation, fees and disbursements of counsel, printing
      expenses, travel expenses, expenses associated with the road show for the
      marketing of the Securities, postage, facsimile and telephone charges.



    
      
        
        

      

      
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    SECTION
      7.  Offer,
      Sale and Resale Procedures. Each
      of
      the Initial Purchasers, on the one hand, and the Company and the Guarantors,
      on
      the other hand, hereby agree to observe the following procedures in connection
      with the offer and sale of the Securities: 

    


    (A) 
Offers
      and sales of the
      Securities will be made only by the Initial Purchasers or Affiliates thereof
      qualified to do so in the jurisdictions in which such offers or sales are made.
      Each such offer or sale shall only be made to persons whom the offeror or seller
      reasonably believes to be Qualified Institutional Buyers or non-U.S. persons
      outside the United States to whom the offeror or seller reasonably believes
      offers and sales of the Securities may be made in reliance upon Regulation
      S,
      upon the terms and conditions set forth in Annex I hereto, which Annex I is
      hereby expressly made a part hereof.

    


    (B) 
The
      Securities will be offered
      by approaching prospective Subsequent Purchasers on an individual basis. No
      general solicitation or general advertising (within the meaning of Rule 502
      under the Securities Act) will be used in the United States in connection with
      the offering of the Securities.

    


    (C) 
Upon
      original issuance by the
      Company, and until such time as the same is no longer required under the
      applicable requirements of the Securities Act, the Notes (and all securities
      issued in exchange therefor or in substitution thereof, other than the Exchange
      Notes) shall bear the following legend:


    
      
        
        

      

      
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          25 -

        
          

        

      

      
        
        

      

    


    “THIS
      NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
      OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION
      REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
      ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
      THE
      LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
      OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES
      ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED
      HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND
      GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
      (B)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)
      FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
      THAT
      OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
      SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
      THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO
      CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
      THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
      (E)
      PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      EACH
      OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
      OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY
      THE
      TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
      A
      HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.” 

    


    Following
      the sale of the Securities by the Initial Purchasers to Subsequent Purchasers
      pursuant to the terms hereof, the Initial Purchasers shall not be liable or
      responsible to the Company or any Guarantor for any losses, damages or
      liabilities suffered or incurred by the Company or any Guarantor, including
      any
      losses, damages or liabilities under the Securities Act, arising from or
      relating to any resale or transfer of any Security by a Subsequent Purchaser
      or
      a subsequent transferee. 


    
      
        
        

      

      
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    SECTION
      8.  Indemnification.
      

    


    (a)    Indemnification
      of the Initial Purchasers. Each
      of
      the Company and the Guarantors, jointly and severally, agrees to indemnify
      and
      hold harmless each Initial Purchaser, its directors, officers and employees,
      and
      each person, if any, who controls any Initial Purchaser within the meaning
      of
      the Securities Act and the Exchange Act against any loss, claim, damage,
      liability or expense, as incurred, to which such Initial Purchaser, director,
      officer, employee or controlling person may become subject, under the Securities
      Act, the Exchange Act or other federal or state statutory law or regulation,
      or
      at common law or otherwise (including in settlement of any litigation, if such
      settlement is effected with the written consent of the Company and/or any
      Guarantor sought to be bound), insofar as such loss, claim, damage, liability
      or
      expense (or actions in respect thereof as contemplated below) arises out of
      or
      is based: (i) upon any untrue statement or alleged untrue statement of a
      material fact contained in the Pricing Disclosure Package or the Final Offering
      Memorandum (or any amendment or supplement thereto), or the omission or alleged
      omission therefrom of a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; or (ii) any act or failure to act or any alleged act or failure
      to
      act by any Initial Purchaser in connection with, or relating in any manner
      to,
      the offering contemplated hereby, and which is included as part of or referred
      to in any loss, claim, damage, liability or action arising out of or based
      upon
      any matter covered by clause (i) above, provided that the Company and the
      Guarantors shall not be liable under this clause (ii) to the extent that a
      court
      of competent jurisdiction shall have determined by a final judgment that such
      loss, claim, damage, liability or action resulted directly from any such acts
      or
      failures to act undertaken or omitted to be taken by such Initial Purchaser
      through its gross negligence or willful misconduct; and to reimburse each
      Initial Purchaser and each such director, officer, employee or controlling
      person for any and all expenses (including the reasonable fees and disbursements
      of counsel chosen by Banc of America Securities LLC) as such expenses are
      reasonably incurred by such Initial Purchaser or such director, officer,
      employee or controlling person in connection with investigating, defending,
      settling, compromising or paying any such loss, claim, damage, liability,
      expense or action; provided, however, that the foregoing indemnity agreement
      shall not apply to any loss, claim, damage, liability or expense to the extent,
      but only to the extent, arising out of or based upon any untrue statement or
      alleged untrue statement or omission or alleged omission made in reliance upon
      and in conformity with written information furnished to the Company by the
      Initial Purchasers expressly for use in the Pricing Disclosure Package or the
      Final Offering Memorandum (or any amendment or supplement thereto). The
      indemnity agreement set forth in this Section 8(a) shall be in addition to
      any
      liabilities that the Company and the Guarantors may otherwise
      have.


    
      
        
        

      

      
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          27 -

        
          

        

      

      
        
        

      

    


    (b)    Indemnification
      of the Company and the Guarantors. Each
      Initial Purchaser agrees, severally and not jointly, to indemnify and hold
      harmless the Company, each Guarantor, each of their respective directors,
      officers and employees and each person, if any, who controls the Company or
      any
      Guarantor within the meaning of the Securities Act or the Exchange Act, against
      any loss, claim, damage, liability or expense, as incurred, to which the
      Company, any Guarantor or any such director, officer or employee or controlling
      person may become subject, under the Securities Act, the Exchange Act, or other
      federal or state statutory law or regulation, or at common law or otherwise
      (including in settlement of any litigation, if such settlement is effected
      with
      the written consent of such Initial Purchaser), insofar as such loss, claim,
      damage, liability or expense (or actions in respect thereof as contemplated
      below) arises out of or is based upon any untrue statement or alleged untrue
      statement of a material fact contained in the Pricing Disclosure Package or
      the
      Final Offering Memorandum (or any amendment or supplement thereto), or the
      omission or alleged omission therefrom of a material fact necessary in order
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading, in each case to the extent, but only to the extent,
      that such untrue statement or alleged untrue statement or omission or alleged
      omission was made in the Pricing Disclosure Package or the Final Offering
      Memorandum (or any amendment or supplement thereto), in reliance upon and in
      conformity with written information furnished to the Company by the Initial
      Purchasers expressly for use therein; and to reimburse the Company, any
      Guarantor and each such director, officer, employee or controlling person for
      any and all expenses (including the reasonable fees and disbursements of
      counsel) as such expenses are reasonably incurred by the Company, any Guarantor
      or such director, officer or employee or controlling person in connection with
      investigating, defending, settling, compromising or paying any such loss, claim,
      damage, liability, expense or action. Each of the Company and the Guarantors
      hereby acknowledges that the only information that the Initial Purchasers have
      furnished to the Company expressly for use in the Pricing Disclosure Package
      or
      the Final Offering Memorandum (or any amendment or supplement thereto) are
      the
      statements in the fourth sentence of the sixth paragraph, the eighth paragraph
      and the tenth paragraph under the caption “Plan of Distribution” in the
      Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity
      agreement set forth in this Section 8 (b) shall be in addition to any
      liabilities that each Initial Purchaser may otherwise have.

    


    
      
        
        

      

      
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          28 -

        
          

        

      

      
        
        

      

    

     

    (c)    Notifications
      and Other Indemnification Procedures.
      Promptly after receipt by an indemnified party under this Section 8 of notice
      of
      the commencement of any action, such indemnified party will, if a claim in
      respect thereof is to be made against an indemnifying party under this Section
      8, notify the indemnifying party in writing of the commencement thereof, but
      the
      omission so to notify the indemnifying party will not relieve it from any
      liability which it may have to any indemnified party for contribution or
      otherwise under the indemnity agreement contained in this Section 8 other than
      to the extent it is prejudiced as a proximate result of such failure. In case
      any such action is brought against any indemnified party and such indemnified
      party seeks or intends to seek indemnity from an indemnifying party, the
      indemnifying party will be entitled to participate in and, to the extent that
      it
      shall elect, jointly with all other indemnifying parties similarly notified,
      by
      written notice delivered to the indemnified party promptly after receiving
      the
      aforesaid notice from such indemnified party, to assume the defense thereof
      with
      counsel reasonably satisfactory to such indemnified party; provided, however,
      if
      the defendants in any such action include both the indemnified party and the
      indemnifying party and the indemnified party shall have reasonably concluded
      that a conflict may arise between the positions of the indemnifying party and
      the indemnified party in conducting the defense of any such action or that
      there
      may be legal defenses available to it and/or other indemnified parties which
      are
      different from or additional to those available to the indemnifying party,
      the
      indemnified party or parties shall have the right to select separate counsel
      to
      assume such legal defenses and to otherwise participate in the defense of such
      action on behalf of such indemnified party or parties. Upon receipt of notice
      from the indemnifying party to such indemnified party of such indemnifying
      party’s election so to assume the defense of such action and approval by the
      indemnified party of counsel, the indemnifying party will not be liable to
      such
      indemnified party under this Section 8 for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof unless (i) the indemnified party shall have employed separate counsel
      in
      accordance with the proviso to the immediately preceding sentence (it being
      understood, however, that the indemnifying party shall not be liable for the
      expenses of more than one separate counsel (together with local counsel),
      approved by the indemnifying party (Banc of America Securities LLC in the case
      of Sections 8(b) and 9 hereof), representing the indemnified parties who are
      parties to such action) or (ii) the indemnifying party shall not have employed
      counsel satisfactory to the indemnified party to represent the indemnified
      party
      within a reasonable time after notice of commencement of the action, in each
      of
      which cases the fees and expenses of counsel shall be at the expense of the
      indemnifying party.

    


    (d)    Settlements.
      The
      indemnifying party under this Section 8 shall not be liable for any settlement
      of any proceeding effected without its written consent, but if settled with
      such
      consent or if there be a final judgment for the plaintiff, the indemnifying
      party agrees to indemnify the indemnified party against any loss, claim, damage,
      liability or expense by reason of such settlement or judgment. Notwithstanding
      the foregoing sentence, if at any time an indemnified party shall have requested
      an indemnifying party to reimburse the indemnified party for fees and expenses
      of counsel as contemplated by this Section 8, the indemnifying party agrees
      that
      it shall be liable for any settlement of any proceeding effected without its
      written consent if (i) such settlement is entered into more than 60 days after
      receipt by such indemnifying party of the aforesaid request and (ii) such
      indemnifying party shall not have reimbursed the indemnified party in accordance
      with such request prior to the date of such settlement. No indemnifying party
      shall, without the prior written consent of the indemnified party, effect any
      settlement, compromise or consent to the entry of judgment in any pending or
      threatened action, suit or proceeding in respect of which any indemnified party
      is or could have been a party and indemnity was or could have been sought
      hereunder by such indemnified party, unless such settlement, compromise or
      consent (i) includes an unconditional release of such indemnified party from
      all
      liability on claims that are the subject matter of such action, suit or
      proceeding and (ii) does not include any statements as to or any findings of
      fault, culpability or failure to act by or on behalf of any indemnified party.
      


    
      
        
        

      

      
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    SECTION
      9.  Contribution.
      If
      the
      indemnification provided for in Section 8 hereof is for any reason held to
      be
      unavailable to or otherwise insufficient to hold harmless an indemnified party
      in respect of any losses, claims, damages, liabilities or expenses referred
      to
      therein, then each indemnifying party shall contribute to the aggregate amount
      paid or payable by such indemnified party, as incurred, as a result of any
      losses, claims, damages, liabilities or expenses referred to therein (i) in
      such
      proportion as is appropriate to reflect the relative benefits received by the
      Company and the Guarantors, on the one hand, and the Initial Purchasers, on
      the
      other hand, from the offering of the Securities pursuant to this Agreement
      or
      (ii) if the allocation provided by clause (i) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only the
      relative benefits referred to in clause (i) above but also the relative fault
      of
      the Company and the Guarantors, on the one hand, and the Initial Purchasers,
      on
      the other hand, in connection with the statements or omissions which resulted
      in
      such losses, claims, damages, liabilities or expenses, as well as any other
      relevant equitable considerations. The relative benefits received by the Company
      and the Guarantors, on the one hand, and the Initial Purchasers, on the other
      hand, in connection with the offering of the Securities pursuant to this
      Agreement shall be deemed to be in the same respective proportions as the total
      net proceeds from the offering of the Securities pursuant to this Agreement
      (before deducting expenses) received by the Company and the total discount
      received by the Initial Purchasers bear to the aggregate initial offering price
      of the Securities. The relative fault of the Company and the Guarantors, on
      the
      one hand, and the Initial Purchasers, on the other hand, shall be determined
      by
      reference to, among other things, whether any such untrue or alleged untrue
      statement of a material fact or omission or alleged omission to state a material
      fact relates to information supplied by the Company and the Guarantors, on
      the
      one hand, or the Initial Purchasers, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission. 

    


    The
      amount paid or payable by a party as a result of the losses, claims, damages,
      liabilities and expenses referred to above shall be deemed to include, subject
      to the limitations set forth in Section 8 hereof, any legal or other fees or
      expenses reasonably incurred by such party in connection with investigating
      or
      defending any action or claim. The provisions set forth in Section 8 hereof
      with
      respect to notice of commencement of any action shall apply if a claim for
      contribution is to be made under this Section 9; provided,
      however, that
      no
      additional notice shall be required with respect to any action for which notice
      has been given under Section 8 hereof for purposes of indemnification.



    
      
        
        

      

      
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    The
      Company, the Guarantors and the Initial Purchasers agree that it would not
      be
      just and equitable if contribution pursuant to this Section 9 were determined
      by
      pro rata allocation (even if the Initial Purchasers were treated as one entity
      for such purpose) or by any other method of allocation which does not take
      account of the equitable considerations referred to in this Section 9.


    


    Notwithstanding
      the provisions of this Section 9, no Initial Purchaser shall be required to
      contribute any amount in excess of the discount received by such Initial
      Purchaser in connection with the Securities distributed by it. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11 of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations
      to contribute pursuant to this Section 9 are several, and not joint, in
      proportion to their respective commitments as set forth opposite their names
      in
Schedule
      A.
      For
      purposes of this Section 9, each director, officer and employee of an Initial
      Purchaser and each person, if any, who controls an Initial Purchaser within
      the
      meaning of the Securities Act and the Exchange Act shall have the same rights
      to
      contribution as such Initial Purchaser, and each director, officer or employee
      of the Company or any Guarantor, and each person, if any, who controls the
      Company or any Guarantor within the meaning of the Securities Act and the
      Exchange Act shall have the same rights to contribution as the Company and
      the
      Guarantors. 

    


    SECTION
      10.  Termination
      of this Agreement. Prior
      to
      the Closing Date, this Agreement may be terminated by the Initial Purchasers
      by
      notice given to the Company if at any time after the date of this Agreement:
      (i)
      trading or quotation in any of the Company’s securities shall have been
      suspended or limited by the Commission or by NASDAQ, or trading in securities
      generally on either NASDAQ or the NYSE shall have been suspended or limited,
      or
      minimum or maximum prices shall have been generally established on any of such
      quotation system or stock exchange by the Commission or the NASD; (ii) a general
      banking moratorium shall have been declared by any of federal, New York or
      Delaware authorities; (iii) there shall have occurred any outbreak or escalation
      of national or international hostilities or any crisis or calamity, or any
      change in the United States or international financial markets, or any
      substantial change or development involving a prospective substantial change
      in
      United States’ or international political, financial or economic conditions, as
      in the judgment of the Initial Purchasers is material and adverse and makes
      it
      impracticable to proceed with the offering sale or delivery of the Securities
      in
      the manner and on the terms described in the Pricing Disclosure Package or
      to
      enforce contracts for the sale of securities; (iv) in the judgment of the
      Initial Purchasers there shall have occurred any Material Adverse Change; or
      (v)
      the Company and its subsidiaries shall have sustained a loss by strike, fire,
      flood, earthquake, accident or other calamity of such character as in the
      judgment of the Initial Purchasers may interfere materially with the conduct
      of
      the business and operations of the Company and its subsidiaries regardless
      of
      whether or not such loss shall have been insured. Any termination pursuant
      to
      this Section 10 shall be without liability on the part of (i) the Company or
      any
      Guarantor to any Initial Purchaser, except that the Company and the Guarantors
      shall be obligated to reimburse the expenses of the Initial Purchasers pursuant
      to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii)
      any party hereto to any other party, except that the provisions of Sections
      8
      and 9 hereof shall at all times be effective and shall survive such termination.
      


    
      
        
        

      

      
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    SECTION
      11.  Representations
      and Indemnities to Survive Delivery. The
      respective indemnities, agreements, representations, warranties and other
      statements of the Company and the Guarantors and of each of their respective
      officers and of the several Initial Purchasers set forth in or made pursuant
      to
      this Agreement will remain in full force and effect, regardless of any
      investigation made by or on behalf of any Initial Purchaser or the Company
      or
      any of the Guarantors or any of its or their partners, officers, directors,
      employees or any controlling person, as the case may be, and will survive
      delivery of and payment for the Securities sold hereunder and any termination
      of
      this Agreement. 

    


    SECTION
      12.  Notices.
      All
      communications hereunder shall be in writing and shall be mailed, hand
      delivered, couriered or facsimiled and confirmed to the parties hereto as
      follows: 

    


    If
      to the
      Initial Purchasers: 

    


    Banc
      of
      America Securities LLC

    9
      West
      57th Street

    New
      York,
      NY 10019

    Facsimile:
      (212) 415-9634

    Attention:
      Lex Maultsby

    


    with
      a
      copy to: 

    


    Fried,
      Frank, Harris, Shriver & Jacobson LLP

    One
      New
      York Plaza

    New
      York,
      NY 10004

    Facsimile:
      (212) 859-4000

    Attention:
      Valerie Ford Jacob, Esq.

     

    If
      to the
      Company or the Guarantors: 

    


    6300
      Bridge Point Parkway

    Building
      2, Suite 500

    Austin,
      TX 78730

    Phone:
      (512) 427-3300

    Facsimile:
      (512) 427-3400

    Attention:
      Eugene B. Shepherd, Jr.

    Chief
      Financial Officer 

    


    with
      a
      copy to: 


    
      
        
        

      

      
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          32 -

        
          

        

      

      
        
        

      

    


    Thompson
      & Knight LLP

    1700
      Pacific Avenue, Suite 3300

    Dallas,
      Texas 75201

    Facsimile:
      (214) 969-1751

    Attention:
      Joe Dannenmaier

    


    Any
      party
      hereto may change the address or facsimile number for receipt of communications
      by giving written notice to the others. 

    


    SECTION
      13.  Successors.
      This
      Agreement will inure to the benefit of and be binding upon the parties hereto,
      including any substitute Initial Purchasers pursuant to Section 16 hereof,
      and
      to the benefit of the indemnified parties referred to in Sections 8 and 9
      hereof, and in each case their respective successors, and no other person will
      have any right or obligation hereunder. The term “successors” shall not include
      any Subsequent Purchaser of other purchaser of the Securities as such from
      any
      of the Initial Purchasers merely by reason of such purchase. 

    


    SECTION
      14.  Partial
      Unenforceability. The
      invalidity or unenforceability of any section, paragraph or provision of this
      Agreement shall not affect the validity or enforceability of any other section,
      paragraph or provision hereof. If any section, paragraph or provision of this
      Agreement is for any reason determined to be invalid or unenforceable, there
      shall be deemed to be made such minor changes (and only such minor changes)
      as
      are necessary to make it valid and enforceable. 

    


    SECTION
      15.  Governing
      Law Provisions. THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


    


    (a)    Consent
      to Jurisdiction. Any
      legal
      suit, action or proceeding arising out of or based upon this Agreement or the
      transactions contemplated hereby (“Related Proceedings”) may be instituted in
      the federal courts of the United States of America located in the City and
      County of New York or the courts of the State of New York in each case located
      in the City and County of New York (collectively, the “Specified Courts”), and
      each party irrevocably submits to the exclusive jurisdiction (except for suits,
      actions, or proceedings instituted in regard to the enforcement of a judgment
      of
      any Specified Court in a Related Proceeding, as to which such jurisdiction
      is
      non-exclusive) of the Specified Courts in any Related Proceeding. Service of
      any
      process, summons, notice or document by mail to such party’s address set forth
      above shall be effective service of process for any Related Proceeding brought
      in any Specified Court. The parties irrevocably and unconditionally waive any
      objection to the laying of venue of any Specified Proceeding in the Specified
      Courts and irrevocably and unconditionally waive and agree not to plead or
      claim
      in any Specified Court that any Related Proceeding brought in any Specified
      Court has been brought in an inconvenient forum. 


    
      
        
        

      

      
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    SECTION
      16.  Default
      of One or More of the Several Initial Purchasers. If
      any
      one or more of the several Initial Purchasers shall fail or refuse to purchase
      Securities that it or they have agreed to purchase hereunder on the Closing
      Date, and the aggregate number of Securities which such defaulting Initial
      Purchaser or Initial Purchasers agreed but failed or refused to purchase does
      not exceed 10% of the aggregate number of the Securities to be purchased on
      such
      date, the other Initial Purchasers shall be obligated, severally, in the
      proportions that the number of Securities set forth opposite their respective
      names on Schedule
      A bears
      to
      the aggregate number of Securities set forth opposite the names of all such
      non-defaulting Initial Purchasers, or in such other proportions as may be
      specified by the Initial Purchasers with the consent of the non-defaulting
      Initial Purchasers, to purchase the Securities which such defaulting Initial
      Purchaser or Initial Purchasers agreed but failed or refused to purchase on
      the
      Closing Date. If any one or more of the Initial Purchasers shall fail or refuse
      to purchase Securities and the aggregate number of Securities with respect
      to
      which such default occurs exceeds 10% of the aggregate number of Securities
      to
      be purchased on the Closing Date, and arrangements satisfactory to the Initial
      Purchasers and the Company for the purchase of such Securities are not made
      within 48 hours after such default, this Agreement shall terminate without
      liability of any party to any other party except that the provisions of Sections
      4, 6, 8 and 9 hereof shall at all times be effective and shall survive such
      termination. In any such case either the Initial Purchasers or the Company
      shall
      have the right to postpone the Closing Date, as the case may be, but in no
      event
      for longer than seven days in order that the required changes, if any, to the
      Final Offering Memorandum or any other documents or arrangements may be
      effected. 

    


    As
      used
      in this Agreement, the term “Initial Purchaser” shall be deemed to include any
      person substituted for a defaulting Initial Purchaser under this Section 16.
      Any
      action taken or not taken under this Section 16 shall not relieve any defaulting
      Initial Purchaser from liability in respect of any default of such Initial
      Purchaser under this Agreement. 


    
      
        
        

      

      
        -
          34 -

        
          

        

      

      
        
        

      

    


    SECTION
      17.  No
      Advisory or Fiduciary Responsibility. Each
      of
      the Company and the Guarantors acknowledges and agrees that: (i) the purchase
      and sale of the Securities pursuant to this Agreement, including the
      determination of the offering price of the Securities and any related discounts
      and commissions, is an arm’s-length commercial transaction between the Company
      and the Guarantors, on the one hand, and the several Initial Purchasers, on
      the
      other hand, and the Company and the Guarantors are capable of evaluating and
      understanding and understand and, assuming the accuracy of the representations
      and warranties of the Initial Purchasers and the fulfillment by them of their
      obligations, accept the terms, risks and conditions of the transactions
      contemplated by this Agreement; (ii) in connection with each transaction
      contemplated hereby and the process leading to such transaction each Initial
      Purchaser is and has been acting solely as a principal and is not the agent
      or
      fiduciary of the Company, Guarantors or their respective affiliates,
      stockholders, creditors or employees or any other party; (iii) no Initial
      Purchaser has assumed or will assume an advisory or fiduciary responsibility
      in
      favor of the Company and the Guarantors with respect to any of the transactions
      contemplated hereby or the process leading thereto (irrespective of whether
      such
      Initial Purchaser has advised or is currently advising the Company or the
      Guarantors on other matters) or any other obligation to the Company and the
      Guarantors except the obligations expressly set forth in this Agreement; (iv)
      the several Initial Purchasers and their respective affiliates may be engaged
      in
      a broad range of transactions that involve interests that differ from those
      of
      the Company and the Guarantors and that the several Initial Purchasers have
      no
      obligation to disclose any of such interests by virtue of any fiduciary or
      advisory relationship; and (v) the Initial Purchasers have not provided any
      legal, accounting, regulatory or tax advice with respect to the offering
      contemplated hereby and the Company and the Guarantors have consulted their
      own
      legal, accounting, regulatory and tax advisors to the extent they deemed
      appropriate. 

    


    This
      Agreement supersedes all prior agreements and understandings (whether written
      or
      oral) between the Company, the Guarantors and the Initial Purchasers, or any
      of
      them, with respect to the subject matter hereof. The Company and the Guarantors
      hereby waive and release, to the fullest extent permitted by law, any claims
      that the Company and the Guarantors may have against the Initial Purchasers
      with
      respect to any breach or alleged breach of fiduciary duty. 

    


    SECTION
      18.  General
      Provisions. This
      Agreement constitutes the entire agreement of the parties to this Agreement
      and
      supersedes all prior written or oral and all contemporaneous oral agreements,
      understandings and negotiations with respect to the subject matter hereof.
      This
      Agreement may be executed in two or more counterparts, each one of which shall
      be an original, with the same effect as if the signatures thereto and hereto
      were upon the same instrument. This Agreement may not be amended or modified
      unless in writing by all of the parties hereto, and no condition herein (express
      or implied) may be waived unless waived in writing by each party whom the
      condition is meant to benefit. The section headings herein are for the
      convenience of the parties only and shall not affect the construction or
      interpretation of this Agreement. 


    
      
        
        

      

      
        -
          35 -

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is in accordance with your understanding of our agreement, kindly
      sign
      and return to the Company the enclosed copies hereof, whereupon this instrument,
      along with all counterparts hereof, shall become a binding agreement in
      accordance with its terms. 

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              BRIGHAM
                EXPLORATION COMPANY, a Delaware corporation

            
	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Eugene B. Shepherd, Jr.

            
	 	
              Name: 
                

            	
              Eugene
                B. Shepherd, Jr.

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 	 	 
	 	 	 	 
	 	
              BRIGHAM,
                INC., a Nevada corporation

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Eugene B. Shepherd, Jr.

            
	 	
              Name:

            	
              Eugene
                B. Shepherd, Jr.

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 	 	 
	 	 	 	 
	 	
              BRIGHAM
                OIL & GAS, L.P., a Delaware limited partnership

            
	 	 	 	 
	 	
              By:

            	
              BRIGHAM,
                INC., 

            
	 	 	
              Its
                managing general partner 

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Eugene B. Shepherd, Jr.

            
	 	
              Name:

            	
              Eugene
                B. Shepherd, Jr.

            
	 	
              Title:

            	
              Chief
                Financial Officer

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
 

    The
      foregoing Purchase Agreement is hereby confirmed and accepted by the Initial
      Purchasers as of the date first above written.

    


    BANC
      OF
      AMERICA SECURITIES LLC

    CREDIT
      SUISSE SECURITIES (USA) LLC

    


    
      	
              By:
                

            	
              Banc
                of America Securities LLC

            
	 	 	 	 
	
              By: 
                

            	
              /s/
                Lex Maultsby

            	 
	 	
              Name: 
                

            	
              Lex
                Maultsby

            	 
	 	
              Title:
                

            	
              Managing
                Director

            	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A 

    


    


    
      	
              Initial
                Purchasers

            	 	
              Aggregate
                

              Principal
                Amount 

              of
                Securities to be Purchased

            	 
	
              Banc
                of America Securities LLC

            	 	
              $

            	
              17,500,000

            	 
	
              Credit
                Suisse Securities (USA) LLC

            	 	 	
              17,500,000

            	 
	
              Total

            	 	
              $

            	
              35,000,000

            	 


    

    

      
        
          
          

        

        
          Sch
            A-1

          
            

          

        

        
          
          

        

      

EXHIBIT
      A

    


    Form
      of Opinion of Thompson & Knight LLP, Counsel for the Company, to beDelivered
      Pursuant to Section 5(c) of the Purchase Agreement

    


    1.    The
      Company is a corporation that is validly existing and in good standing under
      the
      laws of Delaware. Brigham, Inc. is a corporation that is validly existing and
      in
      good standing under the laws of Nevada. Brigham Oil & Gas is a limited
      partnership that is validly existing and in good standing under the laws of
      Delaware. 

    


    2.    Each
      Relevant Party (a) has the corporate or limited partnership power, as the case
      may be, to execute, deliver and perform each Transaction Document to which
      it is
      a party and in the case of the Company to conduct its business as described
      in
      the Pricing Disclosure Package and the Final Offering Memorandum, (b) has taken
      all corporate or limited partnership action, as the case may be, necessary
      to
      authorize the execution, delivery and performance of such Transaction Documents,
      and (c) has duly executed and delivered the Purchase Agreement, the Registration
      Rights Agreement, the DTC Agreement, the Indenture, the Notes and the
      Guarantees. 

    


    3.    Based
      solely on certificates of public officials, each Relevant Party was in good
      standing and authorized to do business in each state specified with respect
      to
      such Relevant Party in Schedule I.C hereto as of the date specified in such
      Schedule. 

    


    4.    Each
      of
      the Registration Rights Agreement, the DTC Agreement and the Indenture to which
      a Relevant Party is a party is such Relevant Party’s valid and binding
      obligation, enforceable against it in accordance with the terms thereof. When
      executed and authenticated as provided in the Indenture, the Notes, the Exchange
      Notes, the Guarantees and the Guarantees of the Exchange Notes to which a
      Relevant Party is a party will be such Relevant Party’s valid and binding
      obligation, enforceable against it in accordance with the terms thereof


    


    5.    The
      execution and delivery by each Relevant Party of the Transaction Documents
      to
      which it is a party do not, and the performance by each such Relevant Party
      of
      its obligations thereunder will not, (a) violate the certificate of
      incorporation or the certificate of formation or bylaws or regulations of such
      Relevant Party, (b) breach or result in a default under, or require that any
      consent, approval, license, or authorization be obtained under, any agreement
      or
      instrument listed in Schedule I.D hereto (the “Applicable Contracts”) or (c)
      result in a violation by any such Relevant Party of any Applicable Laws.


    


    6.    No
      Relevant Party is, or as a result of the transactions contemplated by the
      Transaction Documents will be, required to register as an investment company
      under the Investment Company Act of 1940, as amended. 


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    7.    No
      authorization, approval or other action by, and no notice to or filing with,
      any
      United States federal or New York governmental authority or regulatory body,
      or
      any third party that is a party to any Applicable Contract, is required for
      the
      due execution, delivery or performance by any Relevant Party of any Transaction
      Document to which it is a party, except as may be required under the Securities
      Act and the Trust Indenture Act of 1939, as amended, in connection with the
      registration statement described in the Final Offering Memorandum and
      contemplated by the Registration Rights Agreement and as may be required under
      the securities or blue sky laws of any jurisdiction in the United States in
      connection with the offer and sale of the Securities. 

    


    8.    Based
      upon the representations, warranties and agreements of the Company and the
      Initial Purchasers in the Purchase Agreement and assuming compliance with the
      offering and transfer procedures and restrictions described in the Final
      Offering Memorandum, it is not necessary in connection with the offer and sale
      of the Securities to you under the Purchase Agreement or in connection with
      the
      initial resale of such Securities by you in the manner contemplated by the
      Purchase Agreement to register the Securities under the Securities Act of 1933,
      as amended, other than any registration that may be required in connection
      with
      the Exchange Offer contemplated by the Final Offering Memorandum and the
      Registration Rights Agreement, it being understood that no opinion is expressed
      as to any subsequent resale of any Securities. 

    


    9.    The
      statements in the Pricing Disclosure Package and the Final Offering Memorandum
      under the captions “Plan of Distribution” and “Description of the Exchange
      Notes” and, in each case, insofar as such statements constitute summaries of
      legal matters or documents referred to therein, fairly summarize in all material
      respects the legal matters or documents referred to therein. The statements
      in
      the Pricing Disclosure Package and the Final Offering Memorandum under the
      caption “United States Federal Income Tax Considerations,” insofar as such
      statements constitute summaries of legal matters referred to therein, fairly
      summarize in all material respects the legal matters referred to therein.


    


    10.    The
      documents incorporated by reference in the Pricing Disclosure Package and the
      Final Offering Memorandum (other than the financial statements and financial
      schedules therein, as to which no opinion need be rendered), when they were
      filed with the Commission, complied as to form in all material respects with
      the
      requirements of the Exchange Act. 


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    In
      the
      course of our acting as counsel to the Company in connection with the
      preparation of the Pricing Disclosure Package and the Final Offering Memorandum,
      we participated in conferences with officers and other representatives of the
      Relevant Parties, representatives of the Initial Purchasers and the Initial
      Purchasers’ counsel, and representatives of the independent public accountants
      for the Relevant Parties, at which the contents of the Pricing Disclosure
      Package and the Final Offering Memorandum and related matters were discussed
      and, although we are not passing upon, and do not assume any responsibility
      for,
      the accuracy, completeness or fairness of the statements contained in the
      Pricing Disclosure Package and the Final Offering Memorandum and have not made
      any independent checks or verification thereof, during the course of such
      participation, nothing has come to our attention that leads us to believe that
      the Pricing Disclosure Package, as of the Time of Execution, or that the Final
      Offering Memorandum, as of the date thereof and as of the date hereof, contained
      or contains any untrue statement of any material fact or omitted or omits to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading; except that we express no opinion and provide
      no negative assurance as to the financial statements and related notes and
      schedules and other financial, oil and gas reserves or prospects or production
      data and statistical data derived from such financial statements, notes and
      schedules and other financial, oil and gas reserves or prospects or production
      data. 


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B


    


    Subsidiaries
      of Brigham Exploration Company 

    


    BRIGHAM,
      INC.

    


    BRIGHAM
      OIL & GAS, L.P.

    


    BRIGHAM
      HOLDINGS I, LLC

    


    BRIGHAM
      HOLDINGS II, LLC


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    ANNEX
      I


     

    Resale
      Pursuant to Regulation S or Rule 144A.
      Each
      Initial Purchaser understands that: 

    


    Such
      Initial Purchaser agrees that it has not offered or sold and will not offer
      or
      sell the Securities in the United States or to, or for the benefit or account
      of, a U.S. Person (other than a distributor), in each case, as defined in Rule
      902 of Regulation S (i) as part of its distribution at any time and (ii)
      otherwise until 40 days after the later of the commencement of the offering
      of
      the Securities pursuant hereto and the Closing Date, other than in accordance
      with Regulation S or another exemption from the registration requirements of
      the
      Securities Act. Such Initial Purchaser agrees that, during such 40-day
      restricted period, it will not cause any advertisement with respect to the
      Securities (including any “tombstone” advertisement) to be published in any
      newspaper or periodical or posted in any public place and will not issue any
      circular relating to the Securities, except such advertisements as are permitted
      by and include the statements required by Regulation S. 

    


    Such
      Initial Purchaser agrees that, at or prior to confirmation of a sale of
      Securities by it to any distributor, dealer or person receiving a selling
      concession, fee or other remuneration during the 40-day restricted period
      referred to in Rule 903 of Regulation S, it will send to such distributor,
      dealer or person receiving a selling concession, fee or other remuneration
      a
      confirmation or notice to substantially the following effect: 

    


    “The
      Securities covered hereby have not been registered under the U.S. Securities
      Act
      of 1933, as amended (the “Securities Act”), and may not be offered and sold
      within the United States or to, or for the account or benefit of, U.S. persons
      (i) as part of your distribution at any time or (ii) otherwise until 40 days
      after the later of the date the Securities were first offered to persons other
      than distributors in reliance upon Regulation S and the Closing Date, except
      in
      either case in accordance with Regulation S under the Securities Act (or in
      accordance with Rule 144A under the Securities Act in transactions that are
      exempt from the registration requirements of the Securities Act), and in
      connection with any subsequent sale by you of the Securities covered hereby
      in
      reliance on Regulation S under the Securities Act during the period referred
      to
      above to any distributor, dealer or person receiving a selling concession,
      fee
      or other remuneration, you must deliver a notice to substantially the foregoing
      effect. Terms used above have the meanings assigned to them in Regulation S
      under the Securities Act.” 

     

     

    I-1