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Exhibit 10.52    
  


 
 

BRIGHAM EXPLORATION COMPANY
  Stockholders Voting Agreement


        This
STOCKHOLDERS VOTING AGREEMENT, dated December 20, 2002 (this "Agreement"), is made and entered into by and among Brigham Exploration Company, a Delaware corporation (the
"Company"), the Credit Suisse First Boston entities listed on Schedule A hereto (the "CSFB Investors"), and the following stockholders of the Company (the "Stockholders"): Ben M. and Anne L.
Brigham, individual residents of Travis County, Texas, Harold D. Carter, a resident of Dallas County, Texas, General Atlantic Partners III, L.P., a Delaware limited partnership,
GAP-Brigham Partners, L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, Aspect Resources, LLC, a Colorado limited liability company,
and the individual officers of the Company listed on Schedule I hereto. 


 
 

W I T N E S S E T H:    
  


        WHEREAS, the Company and the CSFB Investors propose to enter into a Securities Purchase Agreement concurrently with the execution hereof (the "Purchase
Agreement"), pursuant to which the Company will issue and sell to the CSFB Investors an aggregate of up to 500,000 shares of its Series B Preferred Stock and warrants (the "Warrants") to
acquire 2,298,850 shares (the "Warrant Shares") of its common stock (the "Common Stock"); 


        WHEREAS,
the Warrants contain certain anti-dilution provisions which, under the Nasdaq Market Rules, may not be enforceable until approved by the company's stockholders; 



        WHEREAS,
the Company has agreed to seek such approval at its annual stockholders' meeting to be held on or before May 31, 2003; and 


        WHEREAS,
as a condition to the agreement of the CSFB Investors to enter into the Purchase Agreement, the Company and the Stockholders have agreed to enter into this Agreement to provide
for certain agreements relating to approval of the terms of the Warrants thereof; 


        NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties to this Agreement hereby agree as follows: 



        1.    Agreement to Vote Shares.    Each Stockholder agrees that, at any special or annual meeting of stockholders of
the Company, such Stockholder shall vote all shares of Common Stock registered in its, his or her name or beneficially owned by it, him or her as of the record date of the meeting at which the matter
is considered (including without limitation any and all other capital stock of the Company legally or beneficially acquired by such Stockholder after the date hereof) to approve and ratify the
Warrants and any future adjustments to the exercise price pursuant to the terms of the Warrants. Each Stockholder represents to the CSFB Investors that as of the date hereof such Stockholder owns the
number of outstanding shares of Common Stock set forth opposite such Stockholder's name on the attached Schedule I. 


        2.    Successors, Assigns and Transferees.    The terms and provisions of this Agreement shall not bind, inure to the
benefit of or be enforceable by or against the successors, assigns or transferees of each of the parties hereto. No party hereto may assign its rights under this Agreement. 


        3.    Entire Agreement; Amendments.    This Agreement, and such additional instruments as may be concurrently executed
and delivered pursuant to this Agreement, constitutes the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings other than those expressly set forth herein or in 


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the documents delivered concurrently herewith. This Agreement may be amended only by a written instrument duly executed by all the parties hereto. 


        4.    Headings.    The section headings contained in this Agreement are for reference purposes only and shall not
effect in any way the meaning or interpretation of this Agreement. 


        5.    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and
shall be given (and shall be deemed to have been duly given if so given) by hand delivery, facsimile or by mail (registered or certified, postage prepaid, return receipt requested) to the respective
parties as follows: 



If
to Brigham: 



Brigham
Exploration Company

6300 Bridge Point Parkway

Building Two, Suite 500

Austin, Texas 78730

Attention: Ben M. "Bud" Brigham

Fax No: (512) 427-3400 




If
to any of the CSFB Investors: 



Global
Energy Partners

1100 Louisiana Street

Houston, Texas 77002

Fax: 713-890-1429

Attn: Steven A. Webster 


and




CSFB
Private Equity

11 Madison Avenue

New York, New York 10010

Fax: 917-326-8076

Attn: Ivy Dodes 


with
a copy to: 



Gardere
Wynne Sewell LLP

1000 Louisiana, Suite 3400

Houston, Texas 77002

Attention: N.L. Stevens III

Telefax: 713-276-5807 





If
to Ben M. Brigham: 



Ben
M. Brigham

Brigham Exploration Company

6300 Bridge Point Parkway

Building Two, Suite 500

Austin, Texas 78730

Fax No: (512) 427-3400 




If
to Anne L. Brigham: 



Anne
L. Brigham

Brigham Exploration Company

6300 Bridge Point Parkway





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Building Two, Suite 500

Austin, Texas 78730

Fax No: (512) 427-3400 




If
to Harold D. Carter: 



Harold
D. Carter

5949 Sherry Lane, Suite 620

Dallas, Texas 75225

Fax No.: (214) 692-7820 




If
to General Atlantic Partners III, L.P.: 



General
Atlantic Partners III, L.P.

c/o General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT 06830

Attention: Mr. Thomas J. Murphy

Fax No: (203) 622-8818 




If
to GAP-Brigham Partners, L.P.: 



GAP-Brigham
Partners, L.P.

c/o General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT 06830

Attention: Mr. Thomas J. Murphy

Fax No: (203) 622-8818 




If
to GAP Coinvestment Partners II, L.P.: 



GAP
Coinvestment Partners II, L.P.

c/o General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT 06830

Attention: Mr. Thomas J. Murphy

Fax No: (203) 622-8818 




If
to Aspect Resources, LLC: 



Aspect
Resources, LLC

511 16th Street, Suite 300

Denver, CO 80202

Attention: Mr. Paul D. Favret

Fax No: (303) 573-7340 




If
to any of the officers of Brigham: 



Brigham
Exploration Company

6300 Bridge Point Parkway

Building Two, Suite 500

Austin, Texas 78730

Attention: [name of officer]

Fax No: (512) 427-3400 





or
to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. 



        6.    Governing Law.    This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware, without reference to the conflict of laws principles thereof. 


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        7.    Waiver.    Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 


        8.    Challenges to Agreement.    In the event that any part of this Agreement or any transaction contemplated hereby
is temporarily, preliminarily or permanently enjoined or restrained by court of competent jurisdiction, the parties hereto shall use their reasonable best efforts to cause any such injunction or
restraining order to be vacated or dissolved or otherwise declared or determined to be of no further force or effect. 


        9.    Specific Performance.    Each of the Stockholders acknowledges and agrees that irreparable harm would occur if
any provision of this Agreement were not performed in accordance with the terms thereof, or were otherwise breached, and that such harm could not be remedied by an award of damages. Accordingly, each
of the Stockholders agrees that any non-breaching party shall be entitled to an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereof. 


        10.    Counterparts.    This Agreement may be executed in counterparts, each of which shall be an original, but each
of which together shall constitute one and the same Agreement. 


        *
* * * * 


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        IN
WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written. 



	

 	
 	

BRIGHAM EXPLORATION COMPANY
	

 	
 	

By:/s/  BEN M. BRIGHAM      

	 	 	Name: Ben M. Brigham

	 	 	Title: CEO and President

	

 	
 	

/s/  BEN M. BRIGHAM      
 Ben M. Brigham
	

 	
 	

/s/  ANNE L. BRIGHAM      
 Anne L. Brigham
	

 	
 	

/s/  HAROLD D. CARTER      
 Harold D. Carter
	

 	
 	

/s/  EUGENE B. SHEPHERD      
 Eugene B. Shepherd
	

 	
 	

/s/  DAVID T. BRIGHAM      
 David T. Brigham
	

 	
 	

/s/  A. LANCE LANGFORD      
 A. Lance Langford
	

 	
 	

/s/  JEFFERY E. LARSON      
 Jeffery E. Larson
	

 	
 	

/s/  MALCOLM BROWN      
 Malcolm Brown
	

 	
 	

/s/  WARREN LUDLOW      
 Warren Ludlow
	

 	
 	

GENERAL ATLANTIC PARTNERS III, L.P.

By GAP III Investors, Inc.

Its General Partner
	

 	
 	

By:
	 	 	/s/  STEPHEN P. REYNOLDS      
 Name: Stephen P. Reynolds

Title: President



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GAP-BRIGHAM PARTNERS, L.P.
	 	 	By:
	 	 	/s/  STEPHEN P. REYNOLDS      
 Name: Stephen P. Reynolds

Title: General Partner
	 	 	GAP COINVESTMENT PARTNERS II, L.P.
	

 	
 	

By:

/s/  THOMAS J. MURPHY      

	 	 	Name: Thomas J. Murphy
 Title: General Partner
	

 	
 	

ASPECT RESOURCES, LLC

By Aspect Management Corporation

Its Manager
	

 	
 	

By:

/s/  SCOTT RITGER      

	 	 	Name: Scott Ritger
Title: Manager






	

THE CSFB INVESTORS:	
 	

 
	

DLJ MERCHANT BANKING PARTNERS III, L.P.
	

By: DLJ MERCHANT BANKING III, INC.,

its Managing General Partner	
 	

 
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	

DLJ MERCHANT BANKING III, INC., AS ADVISORY

GENERAL PARTNER ON BEHALF OF

DLJ OFFSHORE PARTNERS III, C.V.
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	

DLJ MERCHANT BANKING III, INC., AS ADVISORY

GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE

PARTNERS III-1, C.V. AND AS ATTORNEY-IN-FACT FOR

DLJ MERCHANT BANKING III, L.P., AS ASSOCIATE

GENERAL PARTNER OF DLJ OFFSHORE PARTNERS III-1, C.V.
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 



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	DLJ MERCHANT BANKING III, INC., AS ADVISORY

GENERAL PARTNER ON BEHALF OF

DLJ OFFSHORE PARTNERS III-2, C.V. AND

AS ATTORNEY-IN-FACT FOR DLJ MERCHANT BANKING III, L.P.,

AS ASSOCIATE GENERAL PARTNER OF

DLJ OFFSHORE PARTNERS III-2, C.V.
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	

DLJ MB PARTNERS III GmbH & CO. KG	
 	

 
	By: DLJ MERCHANT BANKING III, L.P.,

its Managing Limited Partner	 	 
	

 	

By:	

DLJ MERCHANT BANKING III, INC.,

its General Partner
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	

MILLENNIUM PARTNERS II, L.P.	
 	

 
	

By: DLJ MERCHANT BANKING III, INC.,

its Managing General Partner	
 	

 
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	

MBP III PLAN INVESTORS, L.P.	
 	

 
	

By: DLJ LBO PLANS MANAGEMENT CORPORATION,

its Managing General Partner	
 	

 
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 




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Schedule I    




	Stockholder
 
	 	Number of Outstanding

Shares of Common Stock

	Ben M. and Anne L. Brigham, collectively	 	3,671,774
	Harold D. Carter	 	314,893
	General Atlantic Partners III, L.P.	 	2,679,418
	GAP-Brigham Partners, L.P.	 	127,725
	GAP Coinvestment Partners II, L.P.	 	975,610
	Aspect Resources, LLC	 	487,805
	Brigham Officers:

Eugene B. Shepherd

David T. Brigham

Lance Langford

Jeffery E. Larson

Malcolm Brown

Warren Ludlow	 	193,252 (in the aggregate)




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Exhibit 10.52


BRIGHAM EXPLORATION COMPANY Stockholders Voting Agreement

W I T N E S S E T H

Schedule I