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Exhibit 10.48    
  


 
 

OMNIBUS AGREEMENT    
  


        This Omnibus Agreement (this "Agreement"), dated as of December 20, 2002, is by and among Brigham Exploration Company, a Delaware corporation (the "Company"),
Brigham Oil & Gas, L.P., a Delaware limited partnership (the "Borrower"), and the Credit Suisse First Boston entities listed on Schedule A hereto (the "CSFB Entities"). Unless otherwise defined
herein, all terms used herein shall have the meaning given such terms in the Credit Agreement (defined herein). 


 
 

RECITALS    
  


        WHEREAS, the CSFB Entities and Shell Capital Inc., a Delaware corporation ("SCI") are parties to that certain Assignment Agreement, dated as of November 21, 2002
(the "Assignment Agreement"), pursuant to which the CSFB Entities purchased the Assigned Interest (as such term is defined in the Assignment Agreement) (the "Assignment") held by SCI pursuant to that
certain Amended and Restated Credit Agreement, dated as of February 17, 2000, among the Borrower, Agent, and each of the Lenders (as amended and supplemented, the "Credit Agreement"); 



        WHEREAS,
the parties desire that the CSFB Entities immediately convert all outstanding Loans acquired by the CSFB Entities pursuant to the Assignment Agreement into 2,564,102 shares of
the Company's common stock, $0.01 par value (the "Shares"), in accordance with the Equity Conversion Agreement (the "Conversion"); 


        WHEREAS,
the parties desire to waive certain actions required under the Credit Agreement or other Loan Documents in order to effect the Conversion in an expedient manner; and 


        WHEREAS,
the Company, the Borrower and SCI are parties to that certain Exchange Agreement, dated as of November 21, 2002 (the "Exchange Agreement"), pursuant to which certain of the Loan
Documents will be amended or terminated; 


        NOW,
THEREFORE, in consideration of the mutual representations, covenants, and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 


        1.    No Liability; Release. The Company and the Borrower agree that, upon completion of the Assignment and the Conversion, the
CSFB Entities will not be a party to the Credit Agreement or any of the Loan Documents, and effective as of such time, the Company and the Borrower hereby release and indemnify the CSFB Entities from
any liability of any kind thereunder (whether for matters occurring before or after the Conversion). The CSFB Entities acknowledge and agree that, upon completion of the Assignment and Conversion,
they will have no further rights or obligations under the Credit Agreement or any of the Loan Documents and will cease to be a party under the Loan Documents. 


        2.    Waiver of Delivery of Notes to the CSFB Entities. The CSFB Entities hereby irrevocably waive the requirement under Section
12.06(d) of the Credit Agreement that the Borrower deliver new Notes representing the principal amount of the CSFB Entities' Maximum Credit Amount following the Assignment. 


        3.    Conversion; Delivery of Stock Certificates. On the Closing Date (as defined in the Assignment Agreement), the Company
shall deliver stock certificates representing the Shares to the CSFB Entities in accordance with the allocations set forth in Schedule A hereto. The CSFB Entities shall not be required to present a
Note representing the outstanding Loans owned in order to effect the Conversion. 


        4.    Waiver of Conversion Notice. The Company and the Borrower hereby irrevocably waive any requirement under the Equity
Conversion Agreement, including but not limited to Section 2.01(h) thereof, to provide any notice of the Conversion. 





 



        5.    Inducement Payment. The Company shall pay the CSFB Entities the sum of Five Hundred Thousand Dollars ($500,000) on the
Closing Date as an inducement by the Company to the CSFB Entities to exercise their conversion rights under the Equity Conversion Agreement. In addition, the Company shall pay or reimburse all
reasonable out-of-pocket expenses incurred by the CSFB Entities, including attorneys' fees, in connection with the transactions contemplated by the Assignment Agreement or this Agreement. 


        6.    Conditions Precedent. The effectiveness of this Agreement is subject to the execution and delivery of a consent and waiver
letter executed by the Company, the Borrower, Agent and each of the Lenders in the form attached hereto as Exhibit A. 


        7.    Notices. All notices and other communications provided for herein (including, without limitation, any modifications of, or
waivers, requests or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telex or telecopy) to the intended recipient at its "Address for Notices"
specified below its name on the signature pages hereof or, as to either party, at such other address as shall be designated by such party in a notice to the other party. 



        8.    Amendment, Modification or Waiver. No provision of this Agreement may be amended, modified or waived except by an
instrument in writing signed by the parties. 


        9.    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 


        10.  Governing Law. This Agreement shall be, in accordance with New York General Obligations Law Section 5-1401, governed by
and construed in accordance with the laws of the State of New York. 


        11.  Headings. The section headings appearing herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement. 


        12.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be identical and all of
which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


2







        IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be executed by their respective duly authorized officers, as of the day and year first
above written. 



	
BRIGHAM EXPLORATION COMPANY	
 	

 
	

By:	

/s/  DAVID T. BRIGHAM      
	
 	

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

Address for Notice:

6300 Bridge Point Parkway
Building Two, Suite 500
Austin, TX 78730
	
 	

 
	
BRIGHAM OIL & GAS, L.P.	
 	

 
	

 	

By:	

/s/  BRIGHAM, INC.      
	
 	

 
	 	 	Its General Partner	 	 
	

 	

 	

By:	

/s/  DAVID T. BRIGHAM      
	
 	

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

Address for Notice:

6300 Bridge Point Parkway
Building Two, Suite 500
Austin, TX 78730
	
 	

 
	
CSFB ENTITIES:	
 	

 
	

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:	

/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	
 	

 
	
ADDRESSES FOR NOTICES TO THE 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    
  



	Holder Name
 
	 	No. of Shares

	

DLJ Merchant Banking Partners III, L.P.	
 	

1,848,463
	

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

100,675
	

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.	
 	

33,699
	

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.	
 	

24,005
	

DLJ MB Partners III GmbH & Co. KG	
 	

15,926
	

Millennium Partners II, L.P.	
 	

3,210
	

MBP III Plan Investors, L.P.	
 	

538,124








  



 
 

EXHIBIT A    
  


[Brigham
Exploration Company Letterhead] 


Bank
of Montreal

700 Louisiana Street, Suite 4400

Houston, Texas 77002 


Societe
Generale

1111 Bagby Street, Suite 2020

Houston, Texas 77002 


Shell
Capital Inc.

910 Louisiana Street, Suite 5000

Houston, Texas 77002 


The
Royal Bank of Scotland plc

600 Travis Street, Suite 6070

Houston, Texas 77002 


Re:
Consent and Waiver Request 



Gentlemen
and Ladies: 


        Reference
is made to (a) the Amended and Restated Credit Agreement dated as of February 17, 2000 (as amended to date, the "Senior Credit
Agreement") among Brigham Oil & Gas, L.P., as Borrower ("Borrower"), Bank of Montreal, as Agent (in such capacity,
"Senior Agent", and individually, "BMO"), and BMO, Societe Generale ("Soc
Gen"), and Shell Capital Inc. ("SCI"), as Lenders, and (b) the Subordinated Credit Agreement dated as of October 31, 2000 (as
amended to date, the "Subordinated Credit Agreement") as originally between Borrower and SCI and now among Borrower, the Royal Bank of Scotland plc, as
Agent (as successor to SCI), and the Lenders signatory thereto. 


        As
used in this consent and waiver letter, "Loan Documents" means the "Loan Documents" as defined in either the Senior Credit Agreement or
the Subordinated Credit Agreement, and "Brigham" means Brigham Exploration Company. 


        Brigham
and Borrower intend to participate in the transactions or enter into the agreements (a copy of each of which is attached hereto) described below: 



        1.    a
certain Assignment Agreement dated as of November 21, 2002 (the "Assignment Agreement") between SCI, DLJ Merchant
Banking Partners III, L.P. and various other affiliates of, or entities otherwise associated with, Credit Suisse First Boston (collectively, "CSFB")
pursuant to which, among other things, SCI will assign to CSFB the principal amount of the loans outstanding under the Senior Credit Agreement equal to $10,000,000 and the right to convert such loans
into common stock of Brigham pursuant to the Equity Conversion Agreement dated as of February 17, 2000 (as amended to date, the "Equity Conversion
Agreement") among SCI, Brigham and Borrower; 



        2.    a
certain Omnibus Agreement by and among Brigham, the Borrower and CSFB in the form attached to the Assignment Agreement, that provides, among other things, for the
exercise by CSFB of its conversion right (the "Note Conversion") in accordance with the Equity Conversion Agreement, the payment of $500,000 by Brigham
to CSFB as an inducement to the Note Conversion, and the consequent issuance of 2,564,102 shares of Brigham's common stock to CSFB; 


        3.    a
certain Exchange Agreement dated as of November 21, 2002 (the "Exchange Agreement") by and between Brigham, the Borrower and SCI, pursuant to which, among other things,
Brigham will issue 550,000 shares of its common stock to SCI, SCI will surrender all of its 



A-1





 





warrants issued by Brigham, and Brigham, the Borrower and SCI will terminate the Equity Conversion Agreement and other documents described therein; 


        4.    a
certain Registration Rights Agreement between Brigham and SCI in the form attached to the Exchange Agreement, pursuant to which SCI and its successors and assigns will
have "demand" and "piggy back" registration rights to obtain registration of such 550,000 shares of common stock in certain circumstances; and 


        5.    the
sale by Brigham to CSFB, for $10,000,000 in cash, of shares of a new, mandatorily redeemable preferred stock plus new warrants to purchase common stock of Brigham at
$4.35 per share, as more fully described on Exhibit A. 




        As
a result of these transactions, both the "Maximum Credit Amount" of SCI under the Senior Credit Agreement and the principal balance of SCI's loans under the Senior Credit Agreement
will be reduced to $30,000,000, and, after giving effect to the Note Conversion, CSFB will have no such "Maximum Credit Amount". 


        Please
execute a copy of this consent and waiver letter in the space provided below to evidence (a) your consent to the execution of the documents described above and the
consummation of the transactions therein and herein on the terms described above, (b) your agreement that the Assignment Agreement and the Note Conversion may be completed without any issuance
of a new $10,000,000 promissory note to CSFB and without any surrender of such a note by CFSB to Brigham or Borrower, (c) your agreement that, upon completion of the Assignment Agreement and
the Note Conversion, CSFB will not be a party to the Senior Credit Agreement or any of the Loan Documents and your release of CSFB from any liability of any kind thereunder (whether for matters
occurring before or after the Note Conversion), and (d) your agreement to confirm the foregoing in writing directly to CSFB, if hereafter requested to do so. 


        Brigham
and Borrower hereby (x) waive any requirement in the Loan Documents that the Senior Agent or SCI give either of them notice of any of the transactions described above
(whether under Section 12.06(d) of the Senior Credit Agreement, under the Equity Conversion Agreement, or otherwise), (y) agree to issue a new promissory note to SCI, in the stated
amount of $30,000,000, and (z) confirm to Senior Agent, BMO, Soc Gen and SCI that the Loan Documents remain in full force and effect and (except as described in the Exchange Agreement) will
remain in full force and effect after giving effect to the transactions described above. 


        This
consent and waiver letter shall be governed by and construed under the laws of the State of Texas. This consent and waiver le tter may be executed in multiple counterparts, and by
the different parties hereto in separate counterparts (which may be delivered, among other ways, by the exchange of faxed signature pages), and all of such counterparts will constitute a single letter
agreement. 


A-2





 



        Thank
you very much for your cooperation. 



	

 	

 	

 	
 	

Yours truly,
	

 	

 	

 	
 	

BRIGHAM EXPLORATION COMPANY
	

 	

 	

 	
 	

By:	

  

	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	Title:	 	 
	

 	

 	

 	
 	

BRIGHAM OIL & GAS, L.P.
	

 	

 	

 	
 	

By:	

Brigham, Inc., its general partner
	

 	

 	

 	
 	

 	

By:	

  

	 	 	 	 	 	 	Name:	 
	 	 	 	 	 	 	Title:	 
	

CONSENTED TO as of the date

set out above:
	

BANK OF MONTREAL, as Senior Agent and Lender
	

By:	

  
	
 	

 	

 	

 	

 
	 	Name:	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 
	

SOCIETE GENERALE
	

By:	

  
	
 	

 	

 	

 	

 
	 	Name:	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 
	

SHELL CAPITAL INC.
	

By:	

  
	
 	

 	

 	

 	

 
	 	Name:	 	 	 	 	 	 
	 	Title:	 	 	 	 	 	 
	

THE ROYAL BANK OF SCOTLAND plc
	

By:	

  
	
 	

 	

 	

 	

 
	 	Name:	Peter Buchanan	 	 	 	 	 
	 	Title:	Director	 	 	 	 	 




A-3





 
 
 

EXHIBIT A    
  


[Description of preferred stock and warrants to come based on final term sheet.]


A-4









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Exhibit 10.48


OMNIBUS AGREEMENT

RECITALS

SCHEDULE A


EXHIBIT A

EXHIBIT A