Exhibit 10.3


    
      

    

    Exhibit
      10.3

    
      Execution
        Copy

      


      SECOND
        AMENDMENT

      


      This
        SECOND AMENDMENT ("Amendment"),
        dated
        as of March 27, 2007 (the "Effective
        Date"),
        is by
        and among Brigham Oil & Gas, L.P., a Delaware limited partnership (the
"Borrower"),
        Brigham Exploration Company, a Delaware corporation ("Brigham
        Exploration").
        Brigham Inc.. a Nevada corporation (the "General
        Partner",
        together with Brigham Exploration, each
        a
        "Guarantor"
        and
        collectively the "Guarantors",
        and
        together with Brigham Exploration and
        the
        Borrower, each a "Credit
        Party"
        and
        collectively the "Credit
        Parties"),
        the
        Lenders party hereto,
        and Bank of America, N.A., as administrative agent for the Lenders (in such
        capacity, the "Administrative
        Agent").

      


      WHEREAS,
        the Borrower, the Guarantors, the lenders from time to time party thereto
        (the
        "Lenders"),
        and
        the Administrative Agent are parties to the Fourth Amended and Restated
Credit
        Agreement, dated as of June 29, 2005, as amended by the First Amendment dated
        as
        of April
        10,
        2006 (the "Credit
        Agreement");

      


      WHEREAS,
        Brigham Exploration desires to issue up to an additional $35,000,000 of
senior
        unsecured notes (the "Senior
        Note Issuance Increase"):

      


      WHEREAS,
        the Senior Note Issuance Increase is not permitted under Section 6.02 of
        the
        Credit Agreement;

      


      NOW
        THEREFORE, in consideration of the premises and the mutual covenants,
representations
        and warranties contained herein, and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties hereto
        hereby agree as follows:

      


      AGREEMENT

      


      Section
        1.    Defined
        Terms.
        Unless
        otherwise defined in this Amendment, each capitalized
        term used in this Amendment has the meaning given such term in the Credit
        Agreement,

      


      Section
        2.    Amendment
        of the Credit Agreement.

      


      (a)    Section
        6,02(1) of the Credit Agreement is hereby amended in its entirety as
        follows:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (1)    Debt
        of
        Brigham Exploration under Permitted Senior Notes and any
        guarantees thereof by the Borrower and the Guarantors, provided that: (i)
        immediately before, and after giving effect to, the incurrence of any such
        Debt,
        no Event
        of
        Default exists or would exist, (ii) the cash pay interest rate on such
Permitted
        Senior Notes is less than 10% per annum (or otherwise reasonably satisfactory
        to the Administrative Agent), (iii) such Permitted Senior Notes do not
prohibit
        prior repayment of Advances, (iv) such Permitted Senior Notes are not secured
        and do not impose any financial ratio maintenance covenants that are
materially
        more restrictive or burdensome to the Credit Parties than the terms and
provisions
        of the Loan Documents as in effect from time to time, (v) at the time
any
        such
        Permitted Senior Notes are issued, the Borrowing Base then in effect
shall
        be
        automatically reduced by an amount equal to the product of 0.25 multiplied
        by the stated principal amount of such Permitted Senior Notes issued at
such
        time, rounded to the nearest $1,000,000. and the Borrowing Base as so
reduced
        shall become the new Borrowing Base immediately upon the date of such
issuance,
        effective and applicable to the Borrower, the Agents, each Issuing Bank
and
        the
        Lenders on such date until the next redetermination or modification thereof
        hereunder, and (vi) the stated aggregate principal amount of such Permitted
        Senior Notes may not exceed $160,000,000. (For purposes of this Section
        6.02(1), the "stated aggregate principal amount" shall mean the stated face
        amount
        of
        the Permitted Senior Notes without giving effect to any original issue
discount).
        In addition, to the extent that the terms of such Permitted Senior Notes
        require
        any scheduled payment on account of principal (whether by redemption,
purchase,
        retirement, defeasance, set-off or otherwise) prior to the Maturity Date,
        such
        terms must also provide that payments or prepayments of principal on the
        Advances
        may, at the election of Brigham Exploration, be made prior to making
of
        any
        such scheduled payment on the Permitted Senior Notes. Brigham Exploration
        hereby agrees that, unless otherwise permitted by the Majority Lenders,
        it will exercise such election and not make any such scheduled payment
on
        the
        Permitted Senior Notes unless the Advances have first been paid in full and
        the
        Letter of Credit Exposure has been Cash Collateralized and the Borrower has
        agreed
        that it will not request any further Advances until the Borrowing Base has
        been
        redetermined.

      


      Section
        3.    Conditions
        to Effectiveness.
        This
        Amendment shall become effective as of
        the
        Effective Date when the Administrative Agent shall have received counterparts
        hereof duly
        executed by the Borrower, each Guarantor, the Administrative Agent and the
        Majority Lenders.

      


      Section
        4.    Representations
        and Warranties.
        Each
        Credit Party hereby represents and warrants
        that after giving effect hereto:

      


      (a)    the
        representations and warranties of such Credit Party contained in the
Loan
        Documents are true and correct in all material respects on and as of the
        Effective Date and will
        be
        true and correct as of the date of the Senior Note Issuance, after giving
        effect
        to the Senior
        Note Issuance, other than those representations and warranties that expressly
        relate solely to
        a
        specific earlier date, which shall remain correct as of such earlier date;
        and


       

      (b)    no
        Default or Event of Default has occurred and is continuing.

      


      Section
        5.    Governing
        Law, 
        THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE
        LAWS OF THE UNITED STATES OF AMERICA.

      


      Section
        6.    Counterparts.
        This
        Amendment may be executed in any number of counterparts
        and by different parties hereto in separate counterparts, each of which when
        so
executed
        shall be deemed to be an original and all of which taken together shall
        constitute one and
        the
        same agreement. Transmission by facsimile of an executed counterpart of this
        Amendment
        shall be deemed to constitute due and sufficient delivery of such
        counterpart.

      


      [Remainder
        of Page Intentionally Left Blank]


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed
        and delivered by their respective duly authorized officers as of the Effective
        Date,

      


      
        	 	
                BORROWER:

              
	 	 
	 	
                BRIGHAM
                  OIL & GAS, L.P.

              
	 	 	 	 
	 	
                By:

              	
                BRIGHAM,
                  INC., its general partner 

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Eugene B. Shepherd, Jr.

              
	 	 	
                Eugene
                  B. Shepherd, Jr.

              
	 	 	
                Executive
                  Vice President and Chief Financial Officer

              
	 	 	 
	 	 	 
	 	
                GUARANTORS:

              
	 	 
	 	
                BRIGHAM
                  EXPLORATION COMPANY

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Eugene B. Shepherd, Jr.

              
	 	 	
                Eugene
                  B. Shepherd, Jr.

              
	 	 	
                Executive
                  Vice President and Chief Financial Officer

              
	 	 	 	 
	 	
                BRIGHAM,
                  INC.

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Eugene B. Shepherd, Jr.

              
	 	 	
                Eugene
                  B. Shepherd, Jr.

              
	 	 	
                Executive
                  Vice President and Chief Financial
                  Officer

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	 	
                  ADMINISTRATIVE
                    AGENT:

                
	 	 
	 	
                  BANK
                    OF AMERICA, N.A.

                
	 	as
                  Administrative Agent
	 	 	 	 
	 	
                  By:

                	
                  /s/
                    Matthew C. Correia

                
	 	 	
                  Matthew
                    C. Correia

                
	 	 	
                  Vice
                    President

                
	 	 	 


        

         

         

        
          
            Signature
              Page to Second Amendment

          

          
             

            
              

            

          

          
             

          

           

          
            
              
                	 	
                        LENDERS:

                      
	 	 
	 	
                        BANK
                          OF AMERICA, N.A.

                      
	 	 	 	 
	 	
                        By:

                      	
                        /s/ Jeffrey
                          H. Rathkamp

                      
	 	 	
                        Jeffrey
                          H. Rathkamp

                      
	 	 	
                        Managing
                          Director

                      
	 	 	 


              

               

               

              
                
                  Signature
                    Page to Second Amendment

                

                
                   

                  
                    

                  

                

                
                   

                

              

              
                 

                
                  
                    
                      	 	
                              THE
                                ROYAL BANK OF SCOTLAND plc

                            
	 	 	 	 
	 	
                              By:

                            	
                              /s/ Lucy
                                Walker

                            
	 	Name:	
                              Lucy
                                Walker

                            
	 	Title:	
                              
                                Vice
                                  President

                              

                            
	 	 	 


                    

                     

                  

                

              

              
                
                  Signature
                    Page to Second Amendment

                

                
                   

                  
                    

                  

                

                
                   

                

                
                  
                     

                    
                      
                        
                          	 	
                                  BNP
                                    PARIBAS

                                
	 	 	 	 
	 	
                                  By:

                                	
                                  /s/ Gabe
                                    Ellisor

                                
	 	Name:	
                                  Gabe
                                    Ellisor

                                
	 	Title:	
                                  
                                    Director

                                  

                                
	 	 	 
	 	
                                  By: 

                                	
                                  /s/ Robert
                                    Long

                                
	 	Name: 	Robert
                                  Long
	 	Title: 	
                                  Vice
                                    President

                                


                        

                         

                      

                    

                  

                

                
                  
                    Signature
                      Page to Second Amendment

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                

                
                  
                     

                    
                      
                        
                          	 	
                                  NATIXIS

                                
	 	 	 	 
	 	
                                  By:

                                	
                                  /s/ Louis
                                    P. Lavile, III

                                
	 	Name:	
                                  Louis
                                    P. Lavile, III

                                
	 	Title:	
                                  
                                    
                                      Managing
                                        Director

                                    

                                  

                                
	 	 	 
	 	
                                  By: 

                                	
                                  /s/ Daniel
                                    M. Payen

                                
	 	Name: 	Daniel
                                  M.
                                  Payen
	 	Title: 	
                                  
                                    Director

                                  

                                


                        

                         

                      

                    

                  

                

                
                  
                    Signature
                      Page to Second Amendment

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                

                
                  
                     

                    
                      
                        
                          	 	
                                  CAPITAL
                                    ONE, NATIONAL ASSOCIATION

                                
	 	 	 	 
	 	
                                  By:

                                	
                                  /s/ Paul
                                    D. Heim

                                
	 	Name:	
                                  Paul
                                    D. Heim

                                
	 	Title:	
                                  
                                    Vice
                                      President

                                  

                                
	 	 	 


                        

                         

                      

                    

                  

                

                 

                Signature
                  Page to Second Amendment