Exhibit 10.5
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED
INTERCREDITOR
AND SUBORDINATION
AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT (herein called
this “ Amendment ”) is made as of the 29th day
of June, 2005, by and among THE ROYAL BANK OF SCOTLAND plc, as
agent (in such capacity, and together with any successor in such
capacity, the “ Subordinated Agent ”) for each
of the lenders that is signatory to, or which becomes a signatory
to, the Subordinated Credit Agreement (collectively, the “
Subordinated Lenders ”), and BANK OF AMERICA, N.A., as
agent (in such capacity as agent, and together with any successor
in such capacity, the “ Senior Agent ”) for each
of the lenders that is signatory to, or which becomes a signatory
to the Senior Credit Agreement (collectively, the “ Senior
Lenders ”).
BRIGHAM EXPLORATION COMPANY, a Delaware
corporation (the “Parent”), BRIGHAM OIL & GAS,
L.P., a Delaware limited partnership (“BOG”), and
BRIGHAM, INC., a Nevada corporation (“BI”) are
signatories hereto solely for the purpose of evidencing their
acknowledgment and consent to the terms and conditions of this
Amendment.
W I T N E S S E T
H:
WHEREAS, the Senior Agent, the Subordinated
Agent, the Parent, BOG and BI are parties to the Second Amended and
Restated Intercreditor and Subordination Agreement dated as of
January 21, 2005 (the “ Original Agreement ”),
for the purposes and consideration therein expressed;
WHEREAS, the Senior Agent and the Subordinated
Agent desire to amend the Original Agreement for the purposes
described herein;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements contained herein and in the
Original Agreement, in consideration of the loans which may
hereafter be made by Senior Lenders and the Subordinated Lenders to
BOG, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
ARTICLE
I.
DEFINITIONS AND
REFERENCES
Section 1.1. Defined Terms . Unless the context otherwise requires or
unless otherwise expressly defined herein, the terms defined in the
Original Agreement shall have the same meanings whenever used in
this Amendment. As used herein, the following terms shall have the
following meanings:
“ Intercreditor Agreement ”
means the Original Agreement as amended by this
Amendment.
ARTICLE II.
AMENDMENTS
Section 2.1. Introductory
Paragraph and Recitals .
(a) Any references to “ Senior Agent
” contained in the Original Agreement shall be amended to
refer to Bank of America, N.A., as agent (in such capacity as
agent, and together with any successor in such capacity.
(b) Recital A of the Original Agreement is hereby
amended in its entirety as follows:
A. BOG, as the borrower, the Senior Lenders and the
Senior Agent are parties to that certain Fourth Amended and
Restated Credit Agreement dated as of June 29, 2005 (such
agreement, as the same may be from time to time amended, modified,
supplemented, restated, refinanced or replaced, the “
Senior Credit Agreement ”), pursuant to which the
Senior Lenders have made certain credit available to and on behalf
of BOG.
(c) Recital E of the Original Agreement is hereby
a
