Item 1.01. Entry into Material Definitive Agreement.

On November 7, 2008, Brigham Exploration Company entered into its Third Amendment to its Fourth Amended and Restated Credit Agreement dated as of June 29, 2005 ("Third Amendment") with Bank of America, N.A. as Administrative Agent and Issuing Lender, The Royal Bank of Scotland plc, BNP Paribas, Natixis, and Capital One, National Association. The pricing grid for Applicable Margin was restated and the Base Rate definition was revised to include the Eurodollar Rate plus 1.50%. Pursuant to other revisions, Defaulting Lenders are excluded for purposes of making a determination of Majority Lenders, the Defaulting Lender's Unused Commitment Amount shall not be treated as a consolidated current asset and Defaulting Lenders shall not have rights to approve or disapprove any amendment, waiver or consent. The Third Amendment also increased the borrowing base available to us from $135 million to $145 million and a revised commitment and pro rata share schedule was attached as Schedule 1. The Third Amendment is included herein as Exhibit 10.43 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) 10.43 Third Amendment to the Fourth Amended and Restated Credit Agreement Dated as of June 29, 2005

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