Form Of Deed Trust, Security Agreement Dated 4/1/96

EXHIBIT 10.12.4


ATTENTION ___________________ COUNTY CLERK, TEXAS:


Recording requested by and when recorded mail to:


BANK ONE, TEXAS, N.A. c/o Robert N. Rule, Jr., Locke Purnell Rain Harrell (A Professional Corporation) 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201


DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION
AND FINANCING STATEMENT


THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS: COUNTIES OF BORDEN, ) DAWSON, HARDEMAN, ) HOWARD, JONES, MARTIN ) ROBERTS, SCURRY, ) SHACKELFORD, STEPHENS, ) STONEWALL and THROCKMORTON )


WHEREAS, BRIGHAM OIL & GAS, L.P., a Delaware limited partnership, the address of which is 5949 Sherry Lane, Suite 1616, Dallas, Texas 75225 (hereinafter referred to as "Grantor"), does hereby execute this Deed of Trust, Security Agreement, Assignment of Production and Financing Statement (hereinafter referred to as the "Deed of Trust"), for the use and benefit BANK ONE, TEXAS, N.A., national banking association (hereinafter referred to as the "Bank"), the address of which is 1717 Main Street, Dallas, Texas 75201; covering oil and gas properties herein described located on lands situated in the Counties of Borden, Dawson, Hardeman, Howard, Jones, Martin, Roberts, Scurry, Shackelford, Stephens, Stonewall and Throckmorton, Texas.


NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid by Bank to Grantor, the receipt and sufficiency of which are hereby acknowledged and confessed, Grantor does hereby GRANT, BARGAIN, SELL, TRANSFER, ASSIGN and CONVEY unto Mynan C. Feldman, as Trustee (hereinafter referred to as the "Trustee"), for the use and benefit of Bank all right, title and interest now or at any time hereafter vested in Grantor, or either of them, in and to the following described properties and interests, to wit:


(a) All oil, gas and mineral interests and other
interests and property of every kind and character described and
referred to in Exhibit "A" attached hereto and made a part hereof by
reference for all purposes as if copied herein in full;


(b) Any and all operating agreements, communitization
agreements, unitization agreements, pooling agreements, declarations
of pooled units, all units created under orders, regulations, rules or
other official acts of any federal, state or other governmental body
or regulatory agencies providing for pooling and unitization, spacing
orders or other well permits and other instruments, whether now or
hereafter made, and the units created thereby, which relate to any of
the properties and interests described or referred to in Exhibit "A",
whether or not such agreements, orders or instruments are described in
Exhibit "A";


(c) All real property described or referred to in Exhibit
"A" (hereinafter collectively referred to as the "Lands"), even though
Grantor's rights, titles and interests be incorrectly or
insufficiently described or referred to therein, or a description of a
part or all of such rights, titles and interests be omitted from
Exhibit "A";


(d) Any and all oil, gas and mineral leases described or
referred to in Exhibit "A" (herein collectively referred to as the
"Leases") and any and all other oil, gas and mineral leases 2
insofar as they cover all or any part of the Lands, together with all
right, title and interest now or at any time hereafter vested in
Grantor in and to any and all overriding royalty interests, mineral
interests, royalty interests, net profit interests, oil payments,
production payments and all other interests and properties of every
kind and character insofar as they cover any of the Lands or the
Leases insofar as the Leases cover the Lands, even though such rights,
titles and interests be incorrectly or insufficiently described or
referred to therein, or a description of a part or all of such rights,
titles and interests be omitted from Exhibit "A" together with any and
all renewals, extensions, substitutions, ratifications, supplements,
amendments and replacements of and for any of the Leases or other
interests described or referred to herein insofar as the same cover
the Lands;


servitudes, surface leases and rights-of-way situated upon or used
orixtures, hereditaments, improvements, easements, permits, licenses,
servitudes, surface leases and rights-of-way situated upon or used or
useful or held for use in connection with the exploration, development
or operation of the foregoing properties and interests, or the
production, treating, storing or transportation of oil, gas and other
hydrocarbons therefrom, including, without limitation, liquid
extraction plants, plant compressors, field gathering systems, valves,
fittings, engines, boilers, meters, cables, wires, towers, tubing and
rods, casing, connections, tanks and tank batteries, separators,
lines, pumps, pipes, pipelines, structures, buildings, sheds, oil
wells, gas wells, injection wells, other wells, fixtures, tools,
machinery and other equipment, power lines, telephone and telegraph
lines, and other appurtenances, apparatus, appliances and property of
every kind and character, movable or immovable, now or at any time
hereafter located on the Lands, or which may now or hereafter be used
or obtained in connection therewith, whether or not the same are
described or referred to in Exhibit "A", together with all additions,
substitutions, replacements, accessions and attachments to any and all
of the foregoing properties;


(e) All oil, casinghead gas and gas sales, purchase,
exchange and processing contracts and agreements, and all other
contracts, agreements and instruments, whether now in existence or
hereafter made, which relate to (but only to the extent the same
relate to) any of the properties and interests described or referred
to in Exhibit "A", whether or not such contracts and agreements are
described or referred to in Exhibit "A", together with any and all
renewals, extensions, substitutions, ratifications, supplements,
amendments and replacements of or for any such contracts, agreements
and instruments, to the extent such relate to such properties and
interests;


(f) All oil, gas and other hydrocarbons, including,
without limitation, casinghead gas, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons, and all products separated,
settled and dehydrated therefrom, and all products refined therefrom,
including, without limitation, kerosene, liquified petroleum gas,
refined lubricating oils, diesel fuel, drip gasoline and natural
gasoline, and all other minerals, and the proceeds thereof, produced
and to be produced from and which accrue or are attributable to any of
the above described or referenced properties and interests, by virtue
of the above described or referenced contracts, agreements and
instruments; and


(g) Any and all proceeds, rents, issues, profits,
products, revenues and other income arising from or by virtue of the
sale, lease or other disposition of, or from any insurance payable
with respect to damage, loss or destruction of, the collateral
described in Subparagraphs (a) through (g) above.


It is expressly understood and agreed by the parties hereto that any and all decimal fractional interests and/or well names set out in Exhibit "A" pertaining to any of the properties and interests described or referred to in Exhibit "A" have been appended for informational purposes only and shall not limit in any way whatsoever the interest of Grantor in such properties and interests, or interests derived thereunder, which are subject to this Deed of Trust, Security Agreement, Assignment of Production and Financing Statement (hereinafter referred to as this "Deed of Trust").


Grantor's interests in the properties and interests described in Subparagraphs (a) through (h) above are all hereinafter sometimes collectively referred to as the "Mortgaged Properties".


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TO HAVE AND TO HOLD the Mortgaged Properties, together with all the rights, hereditaments and appurtenances in anywise appertaining or belonging thereto, unto Trustee and his successors or substitutes in this trust, and his and their assigns, in trust and for the uses and purposes hereinafter set forth, forever.


The term "Grantor's Successors" as used herein, shall mean Grantor's heirs, executors, legal representatives, successors and assigns. Grantor hereby binds Grantor and Grantor's Successors to warrant and forever defend, all and singular, the Mortgaged Properties, subject to the Permitted Liens (as defined in the Loan Agreement), unto Trustee and his successors or substitutes in this trust, and his and their assigns, forever, against every person whomsoever lawfully claiming or to claim the same or any part thereof.


The term "Loan Agreement", as used herein, means that certain Loan Agreement of even date herewith, executed between Grantor and Bank.


ARTICLE 1
REPRESENTATIONS AND WARRANTIES


1.1 Grantor hereby expressly represents and warrants to Bank that (a) the Leases are in full force and effect; (b) Grantor's interests in the Leases are valid and subsisting on the Lands and entitle Grantor to receive that proportion (indicated as "NRI") of the total production from the Mortgaged Properties indicated in connection with the descriptions thereof in Exhibit "A", subject to matters disclosed in Exhibit A and to Permitted Liens, which altogether do not cause the working interests of Grantor to be greater than or the net revenue interests of Grantor to be less than indicated on Exhibit A; (c) Grantor has good, valid and indefeasible title to Grantor's interest in the Leases and to Grantor's interest in the personal property and fixtures comprising a part of the Mortgaged Properties or used or obtained in connection therewith, except for Permitted Liens (as that term is defined in the Loan Agreement) and except as provided in Exhibit "A" and the right, power and authority to execute and deliver this Deed of Trust and convey the Mortgaged Properties; (d) the Mortgaged Properties are free and clear of all claims, liens, encumbrances, security interests, contracts, agreements, options, preferential purchase rights or other restrictions or limitations of any nature or kind, except for Permitted Liens (as defined in the Loan Agreement) and except as expressly provided herein; (e) all rentals, royalties and other amounts due and payable under the Leases have been duly paid, and obligations to be performed under the Leases as to the Lands have been duly performed; (f) the holder shall quietly enjoy and possess the Mortgaged Properties; (g) Grantor is not a party to, and none of the hydrocarbons produced from any of the wells located on the Leases are the subject of, any Advance Payment Contract affecting or relating to any of the Mortgaged Properties. As used herein, the term "Advance Payment Contract" means any contract whereby Grantor either (1) receives or becomes entitled to receive (either directly or indirectly to a third party for Grantor's account or benefit) any payment (an "Advance Payment") to be applied toward payment of the purchase price of hydrocarbons produced or to be produced from any of the Mortgaged Properties and which Advance Payment is paid in advance of actual delivery of such production to or for the account of the purchaser regardless of such production, or (2) grants an option or right of refusal to the purchaser to take delivery of such production in lieu of payment, and, in either of the foregoing instances, the Advance Payment is, or is to be, applied as payment in full for such production when sold and delivered or is, or is to be, applied as payment for a portion only of the purchase price thereof or of a percentage or share of such production; provided that (A) inclusion of the standard "take or pay" provision in any gas sales or purchase contract shall not, in and of itself, constitute such a contract as an Advance Payment Contract for the purposes hereof, and (B) neither a hedging, swap or other similar arrangement, nor a gas balancing agreement shall constitute an Advance Payment Contract; (h) Grantor and any guarantor of the Secured Indebtedness (hereinafter defined) are now in a solvent condition; (i) no bankruptcy or insolvency proceedings are pending contemplated or threatened by or against Grantor and any guarantor of the Secured Indebtedness; and (j) no other judicial or administrative actions, suits or proceedings are pending, contemplated or threatened by or against Grantor and any guarantor of the Secured Indebtedness.


ARTICLE 2
SECURED INDEBTEDNESS


2.1 This Deed of Trust is given to secure payment and performance of the following indebtedness, obligations and liabilities, to wit:


(a) That certain Revolving Note dated as of even date
herewith in the original principal amount of Twenty-Five Million and
No/100 Dollars ($25,000,000.00), executed by Grantor, as Maker,
payable to the order of Bank, bearing interest as provided therein and


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containing usual and customary provisions for collection and
attorneys' fees (hereinafter referred to as the "Note"), and any and
all renewals, increases, refundings, substitutions, replacements,
consolidations and/or extensions of or for the Note;


(b) All indebtedness, obligations and liabilities of
Grantor arising pursuant to the provisions of any loan agreement,
whether now existing or hereafter arising, executed or to be executed
by and between Grantor and Bank, including, without limitation, the
Loan Agreement, and all supplements, amendments, restatements,
modifications and replacements thereof or therefor, together with any
and all renewals, increases, refundings, substitutions, replacements,
consolidations and/or extensions of or for any such indebtedness,
obligations and liabilities, or any part thereof;


(c) All indebtedness, obligations and liabilities arising
pursuant to the provisions of this Deed of Trust, and any and all
other deeds of trust, mortgages, indentures, security agreements,
pledge agreements, collateral mortgages, collateral chattel mortgages,
assignments, or other conveyances, whether now existing or hereafter
arising, and all supplements, amendments, restatements, modifications
and replacements thereof or therefor, executed or to be executed by
Grantor or any guarantor of the Secured Indebtedness to secured the
Secured Indebtedness, or for the use and benefit of Bank, together
with any and all renewals, increases, refundings, substitutions,
replacements, consolidations and/or extensions of or for any such
indebtedness, obligations and liabilities, or any part thereof
(hereinafter collectively referred to as the "Security Instruments");


(d) All loans and advances which Bank may hereafter make
to Grantor and any and all renewals, increases, refundings,
substitutions, replacements, consolidations and/or extensions of any
and all such loans and advances, or any part thereof; and


(e) All other and additional debts, obligations and
liabilities of every kind and character of Grantor now existing or
hereafter arising in favor of Bank, regardless of whether such debts,
obligations and liabilities are direct or indirect, primary or
secondary, joint, several or joint and several, fixed or contingent,
and regardless of whether such present or future debts, obligations
and liabilities may, prior to their acquisition by Bank, be or have
been payable to, or be or have been in favor of, some other persons or
have been acquired by Bank in a transaction with one other than
Grantor together with any and all renewals, increases, refundings,
substitutions, replacements, consolidations and/or extensions of or
for any and all such debts, obligations, and liabilities, or any part
thereof (it being contemplated that Bank may lend additional sums of
money to Grantor from time to time, but shall not be obligated to do
so, and that all such additional sums and loans shall be part of the
"Secured Indebtedness" as hereinafter defined).


The term "Secured Indebtedness", as used herein, shall mean all of the indebtedness, obligations and liabilities described or referred to above in Subsections (a) through (e), inclusive, of this Section 2.1. The term "holder", as used herein, shall mean the holder or holders of the Secured Indebtedness or any part thereof.


ARTICLE 3
COVENANTS


3.1 The covenants, agreements and undertakings of Grantor contained in this Deed of Trust, whether in this Article 3 or elsewhere, are made by Grantor for Grantor and Grantor's Successors.


3.2 Grantor hereby covenants, agrees and specifically undertakes hereby:


(a) In all material respects, to maintain, preserve and
keep or cause to be maintained, preserved and kept Grantor's interests
in the Mortgaged Properties and all appurtenances thereto, including,
without limitation, all buildings, improvements, machinery, equipment,
pipelines, fixtures and other personal property of every kind and
character, in respect of the Leases, in thorough repair, working order
and condition, and from time to time, at Grantor's own expense, do or
cause to be done all necessary and proper repairs, renewals,
replacements and substitutions of the Mortgaged Properties and all
appurtenances thereto, so


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that at all times the state and condition of the Mortgaged Properties
and all appurtenances thereto will be fully preserved and maintained;


(b) To the extent Grantor has the right to do so, permit
or cause to be permitted the holder, its agents, employees and
representatives, at their own risk, to go upon, examine, inspect and
remain on the Mortgaged Properties, and to go upon the derrick floor
of any well or wells at any time drilled or being drilled thereon, and
to strap, gauge, measure and inspect any and all tanks at any time on
the Mortgaged Properties or holding oil, gasoline or casinghead
gasoline therefrom; and Grantor shall do or cause to be done all
things necessary and/or proper to enable the holder to exercise said
rights whenever it so desires; information so obtained shall be
subject to the Bank's obligations to maintain confidentiality, as
provided in Section 12(i) of the Loan Agreement;


(c) To promptly notify the holder in writing if the
validity or priority of th ...