AN EVENT OF DEFAULT BY MORTGAGOR
UNDER THIS INSTRUMENT. THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY
PROVISIONS. THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. THIS INSTRUMENT
COVERS ALL PRODUCTS AND PROCEEDS OF THE MORTGAGED PROPERTY.
THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE
(INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY
THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO ACCOUNTS RESULTING
FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS MORTGAGOR'S
INTEREST IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG
OTHER PLACES, IN THE REAL ESTATE RECORDS.
F-1
AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT
THE OBLIGATIONS UNDER THIS INSTRUMENT ARE EXPRESSLY SUBORDINATED TO THAT
CERTAIN AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT DATED AS OF THE DATE
HEREOF THAT HAS BEEN EXECUTED BY MORTGAGOR (AS HEREINAFTER DEFINED) IN FAVOR OF
SOCIÉTÉ GÉNÉRALE ("SG"), THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SENIOR
LENDERS (AS HEREINAFTER DEFINED), THAT PROVIDES AND IS INTENDED TO PROVIDE, A
FIRST PRIORITY DEED OF TRUST AND MORTGAGE LIEN AND A FIRST PRIORITY SECURITY
INTEREST IN THE MORTGAGED PROPERTY (AS HEREINAFTER DEFINED) TO SECURE THE
OBLIGATIONS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN SECOND AMENDED AND
RESTATED CREDIT AGREEMENT BY AND AMONG MORTGAGOR, BRIGHAM EXPLORATION COMPANY,
BRIGHAM, INC., SG, THE ROYAL BANK OF SCOTLAND PLC ("RBS"), AND EACH OF THE OTHER
LENDERS PARTY THERETO FROM TIME TO TIME (COLLECTIVELY, "SENIOR LENDERS"). THIS
INSTRUMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN AMENDED AND
RESTATED INTERCREDITOR AGREEMENT DATED MARCH
, 2003 BY AND BETWEEN THE SENIOR
LENDERS.
THIS AMENDED AND RESTATED SECOND MORTGAGE, DEED OF TRUST, ASSIGNMENT OF
PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING, AND FINANCING STATEMENT (this
"Second Mortgage") is made effective as of March
, 2003 (the "Effective
Date") by BRIGHAM OIL & GAS, L.P., a Delaware limited partnership, whose address
for notice is 6300 Bridge Point Parkway, Building 2, Suite 500, Austin, Texas
78730, as grantor and mortgagor ("Mortgagor") to:
PHILLIP BALLARD, as Trustee, whose address for notice is 600 Travis Street,
Suite 6070, Houston, TX 77002 ("Trustee") for the benefit of THE ROYAL BANK OF
SCOTLAND plc, as beneficiary, whose address for notice is 600 Travis Street,
Suite 6070, Houston, TX 77002, as Agent (together with any successor agents,
"Agent"); and
Agent, as mortgagee ("Mortgagee").
RECITALS:
A.
Mortgagor, Brigham, Inc., a Nevada Corporation, Brigham
Exploration Company, a Delaware corporation, Agent, and certain other lenders
are parties to that certain Amended and Restated Subordinated Credit Agreement
dated effective as of March
, 2003, and all supplements thereto and
amendments or modifications thereof, and all agreements, given in substitution
therefore or in restatement, renewal or extension thereof, in whole or in part
(the "Amended and Restated Subordinated Credit Agreement"). Agent and the other
lenders party, from time to time, to the Amended and Restated Subordinated
Credit Agreement may be referred