in
the Credit Agreement).
Any reference in this Exhibit A to wells or units is for warranty of
interest, administrative convenience, and identification and shall not limit or
restrict the right, title, interest, or properties covered by this Deed of
Trust. All right, title, and interest of Mortgagor in the properties described
herein and in the Mortgaged Property (as defined in the body of this instrument)
is and shall be subject to this Second Mortgage, regardless of the presence
thereon of any interests, units, or wells not described herein.
Unless otherwise expressly provided, all recording references in this
Exhibit A are references to the official public records of real property in the
county or counties (or parish or parishes) in which the Mortgaged Property is
located and in which records documents relating to the Mortgaged Property are
recorded, whether Conveyance Records, Deed Records, Mortgage Records, Oil and
Gas Records, Oil and Gas Lease Records, or other records.
F-23
EXHIBIT G
FORM OF SECOND PLEDGE AGREEMENT
THE OBLIGATIONS UNDER THIS INSTRUMENT ARE EXPRESSLY SUBORDINATED TO THE
AMENDED AND RESTATED PLEDGE AGREEMENT EXECUTED BY PLEDGOR (AS HEREINAFTER
DEFINED) IN FAVOR OF SOCIÉTÉ GÉNÉRALE ("SG"), THE ADMINISTRATIVE AGENT FOR THE
BENEFIT OF THE SENIOR LENDERS (AS HEREINAFTER DEFINED), THAT PROVIDES, AND IS
INTENDED TO PROVIDE, A FIRST PRIORITY SECURITY INTEREST IN THE PLEDGED
COLLATERAL (AS HEREINAFTER DEFINED) TO SECURE THE OBLIGATIONS MORE PARTICULARLY
DESCRIBED IN THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND
AMONG PLEDGORS, BRIGHAM OIL AND GAS, L.P., SG, THE ROYAL BANK OF SCOTLAND PLC
("RBS"), AND THE OTHER LENDERS PARTY THERETO FROM TIME TO TIME (COLLECTIVELY
"SENIOR LENDERS"). THIS INSTRUMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF
THAT CERTAIN AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED MARCH
, 2003
BY AND BETWEEN THE SENIOR LENDERS.
This Amended and Restated Second Pledge Agreement dated as of March
,
2003 ("Second Pledge Agreement") is between [Brigham Exploration Company, a
Delaware corporation][Brigham, Inc., a Nevada corporation] ("Pledgor"), and The
Royal Bank of Scotland plc, as agent for the lenders party to the Subordinated
Credit Agreement described below ("Secured Party").
INTRODUCTION
A.
Brigham Oil & Gas, L.P., a Delaware limited partnership
("Borrower"), the lenders party thereto, and The Royal Bank of Scotland plc, as
agent for such lenders (the "Agent"), were parties to that certain Subordinated
Credit Agreement dated October 31, 2000, as amended or supplemented on or before
the date hereof (the "Existing Credit Agreement").
B.
In order to secure the full and punctual payment and performance
of the obligations under the Existing Credit Agreement and the other loan
documents contemplated thereby, the Pledgor executed and delivered the security
instruments described on Schedule 1 attached hereto (the "Existing Security
Documents" in favor of the Agent and has granted a continuing security interest
in and to the Pledged Collateral (as hereafter defined).
C.
Borrower, Pledgor, [Brigham Exploration Company, a Delaware
corporation], [Brigham, Inc., a Nevada corporation], the lenders named therein
(the "Lenders") and Secured Party, as agent for the Lenders, have