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Exhibit 10.51    
  


 
 

SECOND AMENDMENT TO
  REGISTRATION RIGHTS AGREEMENT    
  


        This Second Amendment to Registration Rights Agreement (this "Amendment") is entered into as of December 21, 2002, by and among Brigham Exploration Company, a
Delaware corporation (the "Company"), and the Credit Suisse First Boston entities listed on Schedule A hereto (the "CSFB Entities"). 


 
 

RECITALS    
  


        WHEREAS, pursuant to that certain Registration Rights Agreement, dated as of November 1, 2000 (the "Agreement"), by and among the Company, DLJMB Funding III,
Inc., a Delaware corporation, and DLJ ESC II, L.P., a Delaware limited partnership (collectively, the "November 2000 Investors"), the Company provided certain registration rights to the November 2000
Investors regarding shares of the Company's common stock issuable upon exercise of warrants issued by the Company to the November 2000 Investors; 



        WHEREAS,
pursuant to that certain First Amendment to Registration Rights Agreement, dated March 5, 2001 (the "March 2002 Amendment"), by and among the Company, each of the November 2000
Investors, DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership, and DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III, C.V., a
Netherlands Antilles limited partnership (collectively, the "March 2001 Investors"), the Company provided certain registration rights under the Agreement to the March 2001 Investors regarding shares
of the Company's common stock issuable upon exercise of warrants issued by the Company to the March 2001 Investors; 



        WHEREAS,
each of the November 2000 Investors is a party to a certain Warrant Certificate (the "November 2000 Warrant Certificates"), dated as of November 1, 2000, by and between
the Company and such investor; 


        WHEREAS,
each of the March 2001 Investors is a party to a certain Warrant Certificate (the "March 2001 Warrant Certificates"), dated as of March 5, 2001, by and between the
Company and such investor; 


        WHEREAS,
each of DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership; DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners
III, C.V., a Netherlands Antilles limited partnership; 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., a Netherlands Antilles limited partnership; 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., a Netherlands Antilles
limited partnership; DLJ MB Partners III GmbH & Co. KG, a German limited partnership; Millennium Partners II, L.P., a Delaware limited partnership; and MBP III Plan Investors, L.P., a Delaware limited
partnership (collectively, the "December 2002 Investors, and together with the November 2000 Investors and the March 2001 Investors, the "Investors") is a party to a certain Warrant Certificate (the
"December 2002 Warrant Certificates," and together with the November 2000 Warrant Certificates and the March 2001 Warrant Certificates, the "Warrant Certificates"), dated as of December 20, 2002, by
and between the Company and such investor; 


        WHEREAS,
the December 2002 Warrant Certificates were executed and delivered in connection with the consummation of transactions contemplated by that certain Securities Purchase
Agreement, dated December 20, 2002, by and among the Company and the December 2002 Investors; 





 



        WHEREAS,
pursuant to the Warrant Certificates, each Holder (as defined in the Agreement) has been issued a warrant (the "Warrant") to purchase shares of the Company's common stock, par
value $0.01 per share (the "Company's Common Stock"); 


        WHEREAS,
the December 2002 Investors and Shell Capital Inc. ("SCI") are parties to that certain Assignment Agreement, dated as of November 21, 2002 (the "Assignment Agreement"), whereby
the December 2002 Investors have purchased from SCI a note payable by Brigham Oil & Gas, L.P. in the principal amount of $10,000,000 (the "Note") that is convertible into 2,564,102 shares of the
Company's Common Stock; 


        WHEREAS,
the Company and the December 2002 Investors are parties to that certain Omnibus Agreement, dated as of December 20, 2002 (the "Omnibus Agreement"), whereby the December 2002
Investors have converted the Note into 2,564,102 shares of the Company's Common Stock; and 


        WHEREAS,
to induce the Investors to enter into the Warrant Certificates, the Securities Purchase Agreement, and the Omnibus Agreement, the Company has agreed to provide registration
rights with respect to the shares issuable upon exercise of the Warrants and upon conversion under the Omnibus Agreement; 



        NOW,
THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows: 


        1.    Amendments.


        (a)  The
"RECITALS" section of the Agreement is amended by deleting such section entirely and replacing it with the following: 




"WHEREAS,
each of DLJMB Funding III, Inc. ("MB") and DLJ ESC II, L.P. ("ESC") (MB and ESC are sometimes referred to collectively as the "November 2000 Investors") is a party to a certain Warrant
Certificate (the "November 2000 Warrant Certificates"), dated as of November 1, 2000, by and between the Company and such investor; 


WHEREAS,
each of the November 2000 Investors, DLJ Merchant Banking Partners III, L.P. ("MBP") and DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III,
C.V. ("DOP") (the November 2000 Investors, MBP and DOP are sometimes referred to collectively as the "March 2001 Investors") is a party to a certain Warrant Certificate (the "March 2001 Warrant
Certificates"), dated as of March 5, 2001, by and between the Company and such investor; 


WHEREAS,
each of MBP; DOP; 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. ("DOP-1"); 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. ("DOP-2"); DLJ MB Partners III GmbH & Co. KG ("MBP GmbH"); Millennium Partners II, L.P.
("MPII"); and MBP III Plan Investors, L.P. ("MPIII") (MBP, DOP, DOP-1, DOP-2, MBP GmbH, MPII and MPIII are sometimes referred to collectively as the "December 2002 Investors," and together with the
November 2000 Investors and the March 2001 Investors, the "Investors") is a party to a certain Warrant Certificate (the "December 2002 Warrant Certificates," and together with the
November 2000 Warrant Certificates and the March 2001 Warrant Certificates, the "Warrant Certificates"), dated as of December 20, 2002, by and between the Company and such investor; 




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WHEREAS,
the November 2000 Warrant Certificates were executed and delivered to the November 2000 Investors in connection with the consummation of transactions contemplated by that certain Securities
Purchase Agreement, dated as of November 1, 2000, by and among the Company and the November 2000 Investors; 


WHEREAS,
the March 2001 Warrant Certificates were executed and delivered in connection with the consummation of transactions contemplated by that certain Securities Purchase Agreement, dated as of
March 5, 2001, by and among the Company and the March 2001 Investors; 


WHEREAS,
the December 2002 Warrant Certificates were executed and delivered in connection with the consummation of transactions contemplated by that certain Securities Purchase Agreement, dated
December 20, 2002, by and among the Company and the December 2002 Investors; 


WHEREAS,
pursuant to the Warrant Certificates, each Holder (as defined in the Agreement) has been issued a warrant (the "Warrant") to purchase shares of the Company's common stock, par value $0.01 per
share (the "Company's Common Stock"); 


WHEREAS,
the December 2002 Investors and Shell Capital Inc. ("SCI") are parties to that certain Assignment Agreement, dated as of November 21, 2002 (the "Assignment Agreement"), whereby the December
2002 Investors have purchased from SCI a note payable by Brigham Oil & Gas, L.P. in the principal amount of $10,000,000 (the "Note") that is convertible into 2,564,102 shares of the Company's Common
Stock; 


WHEREAS,
the Company and the December 2002 Investors are parties to that certain Omnibus Agreement, dated as of December 20, 2002 (the "Omnibus Agreement"), whereby the December 2002 Investors have
converted the Note into 2,564,102 shares of the Company's Common Stock; and 


WHEREAS,
to induce the Investors to enter into the Warrant Certificates, the Securities Purchase Agreement, and the Omnibus Agreement, the Company has agreed to provide registration rights with
respect to the shares issuable upon exercise of the Warrants and upon conversion under the Omnibus Agreement;" 





        (b)  The
definition of Registrable Securities in Section 1(d) of the Agreement is amended by deleting such Section 1(d) entirely and replacing it with the following: 




"(d)
"Registrable Securities" means (i) the Common Stock of the Company issued upon exercise of the Warrants or issuable in connection with the future exercise of the Warrants; (ii) the Common Stock
of the Company issued in connection with the Omnibus Agreement; and (iii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Warrants or Common Stock, excluding in all cases, however, any Registrable
Securities sold by a person in a transaction in which its rights under this Agreement are not assigned;" 





        (c)  Section
2(a) of the Agreement is amended by deleting such Section 2(a) entirely and replacing it with the following: 




"(a)
If the Company shall receive a written request from the Holders of at least 25% of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration
statement under the Act covering the registration of at least 25% of the Registrable Securities, then the Company shall (i) within 10 days after the receipt of such request, give written notice of
such request to all Holders; (ii) subject to the limitations set forth below, file with the SEC a registration statement within 60 days after the receipt of such 




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request, which registration statement shall cover all Registrable Securities that the Holders request to be registered within 30 days of receipt of the Company's notice; and (iii) use its best
efforts to cause such registration statement to be declared effective on or prior to 120 days following the registration request." 





        (d)  Section
2(b) of the Agreement is amended by deleting such Section 2(b) entirely and replacing it with the following: 




"(b)
The Company is obligated to effect only three registrations pursuant to this Section 2." 





        (e)  Section
4(a) of the Agreement is amended by deleting such Section 4 entirely and replacing it with the following: 




"(a)
If the Company shall receive a written request from the Holders of at least 25% of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 and the
reasonably anticipated aggregate offering price to the public would equal or exceed $2,000,000, then the Company
shall (i) within 10 days after the receipt of such request, give written notice of such request to all Holders; (ii) subject to the limitations set forth below, file with the SEC a Form S-3 within 60
days after the receipt of such request, which Form S-3 shall cover all Registrable Securities that the Holders request to be registered within 30 days of receipt of the Company's notice; and (iii) use
its best efforts to cause such Form S-3 to be declared effective on or prior to 120 days following the registration request." 





        (f)    Section
5(a) of the Agreement is amended by deleting such Section 5(a) entirely and replacing it with the following: 




"(a)
Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to be declared
effective and, upon the request of the Holders of 25% of the Registrable Securities registered thereunder, keep such registration statement continuously effective until the earlier of one year or
until the first date when all Registrable Securities covered by a registration statement shall have been sold or otherwise disposed of by the Holders whether pursuant to a registration statement or
otherwise;" 





        (g)  Section
8(a) of the Agreement is amended by deleting such Section 8(a) entirely and replacing it with the following: 




"(a)
The Holders requesting registration under Section 2 must distribute the Registrable Securities covered by their request by means of a public offering. Simultaneously with making the request for
registration under Section 2(a), the Initiating Holders shall provide the Company with the names of one or more reputable national or regional underwriters who have indicated a willingness to
underwrite the offering, and the Company shall use its best efforts to enter into an underwriting agreement in customary form and reasonably acceptable to the Holders with one or more of such
underwriters. Any failure of the Initiating Holders to provide underwriter information to the Company, or any failure by such underwriter(s) to proceed with the offering on customary terms, shall
relieve the Company of its obligation to file such registration statement within 60 days after receipt of the registration request, though the Company shall still be obligated to use its reasonable
best efforts to effect the registration as soon as practicable using such alternative underwriters as shall be identified by the Initiating Holders and reasonably acceptable to the Company. The right
of any Ho lder to include its Registrable Securities in such registration under Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as
provided in Section 5(e)) enter into an underwriting agreement in customary 




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form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of Section 2, if the underwriter
advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable
Securities which would otherwise have been underwritten pursuant to Section 2, and the number of shares of Registrable Securities that may be included in the registration shall be apportioned first
pro rata among
the selling Holders, including the Initiating Holders, according to the total amount of Registrable Securities requested to be sold in such registration by such Holders, then to the Company and then
pro rata among any other selling stockholders according to the total amount of securities otherwise entitled to be included therein owned by each such selling stockholder, or in such other proportions
as shall mutually be agreed to by such selling stockholders." 





        (h)  Schedule
A to the Agreement is amended by deleting such Schedule A entirely and replacing it with Schedule A to this Amendment. 



        2.    No Other Changes.    Except as explicitly amended by this Amendment, the terms, conditions, rights and
obligations under the Agreement shall remain in full force and effect. 


        3.    Counterparts.    This Amendment may be executed by the parties hereto in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same agreement. 


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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above. 



	
BRIGHAM EXPLORATION COMPANY	
 	

 
	

By:	

/s/  DAVID T. BRIGHAM        
	
 	

 
	Name:	David T. Brigham
	 	 
	Title:	Executive Vice President—Land and Administration
	 	 
	

Address:

Brigham Exploration Company

6300 Bridge Point Parkway

Building 2, Suite 500

Austin, TX 78730

Attention: Chief Financial Officer

Fax: 512-427-3400	
 	

 
	
DLJ MB FUNDING III, INC.	
 	

 
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	
DLJ ESC II, LP	
 	

 
	

By: DLJ LBO PLANS MANAGEMENT CORPORATION,

its general partner
	

 	

By:	

/s/  ROBERT CABES        
      ROBERT CABES

      Attorney-in-Fact	
 	

 
	
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	
 	

 
	
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:	

  
      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	
 	

 
	
ADDRESSES FOR NOTICES TO CSFB ENTITIES:
	

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: 212-448-3502

Attn: Dorian S. Forshner







 
 

Schedule A
  to Registration Rights Agreement    
  



	 
	 	Number of Shares

	Holder Name
 
	 	November 1,

2000
	 	March 5,

2001
	 	December 20,

2002

	DLJ Merchant Banking Partners III, L.P.	 	4,681,393	 	1,478,337	 	1,657,241
	

DLJ MB Funding III, Inc	
 	

125,748	
 	

39,709	
 	

-0-
	

DLJ ESC II, LP	
 	

1,409,326	
 	

445,048	
 	

-0-
	

DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III, C.V.	
 	

255,680	
 	

80,741	
 	

90,262
	

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.	
 	

85,360	
 	

26,956	
 	

30,211
	

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.	
 	

60,807	
 	

19,200	
 	

21,522
	

DLJ MB Partners III GmbH & Co. KG	
 	

40,340	
 	

12,741	
 	

14,280
	

Millennium Partners II, L.P.	
 	

8,013	
 	

2,531	
 	

2,878
	

MBP III Plan Investors, L.P.	
 	

-0-	
 	

-0-	
 	

482,456
	

Total	
 	

6,666,667	
 	

2,105,263	
 	

2,298,850











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Exhibit 10.51


SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

RECITALS

Schedule A to Registration Rights Agreement