Exhibit 4.19





Exhibit 4.19




REGULATION S GLOBAL SECURITY




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS
NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY
ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE
RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A


 


 









 






UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE
PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR
TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


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CUSIP U6224KAC3




			
	 	 	 
	No. R-2
	 	$800,000






BRIGHAM EXPLORATION COMPANY




8.750% Senior Notes due 2018




Brigham Exploration Company, a Delaware corporation (the “Company”), which term
includes any successor under the Indenture hereinafter referred to, for value received, promises to
pay to CEDE & CO., or its registered assigns, the principal sum of EIGHT HUNDRED THOUSAND
($800,000) UNITED STATES DOLLARS (or such greater or lesser amount as should be reflected on the
Schedule attached hereto) on October 1, 2018.



Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2011.



Regular Record Dates: March 15 and September 15 of each year.



Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



Date of Issuance: September 27, 2010




IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	 	BRIGHAM EXPLORATION COMPANY,

a Delaware corporation

 	 
	 	By:  	/s/ Ben M. Brigham
 	 
	 	 	Name:  	Ben M. Brigham 	 
	 	 	Title:  	President, Chief Executive Officer and
Chairman of the Board 	 
	 	 	 
	 	By:  	                     /s/ Eugene B. Shepherd, Jr.
 	 
	 	 	Name:  	Eugene B. Shepherd, Jr. 	 
	 	 	Title:  	Executive Vice President and
 Chief Financial
Officer 	 


 


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(Form of Trustee’s Certificate of Authentication)






This is one of the 8.750% Senior Notes due 2018 described in the within-mentioned Indenture.



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Trustee

 	 
	 	By:  	/s/ Jayne Sillman
 	 
	 	 	Authorized Signatory 	 
	 	Date: 	September 27, 2010 	 


 


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[Reverse Side of Note]




BRIGHAM EXPLORATION COMPANY




8.750% Senior Notes due 2018





Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



1. Interest. The Company promises to pay interest on the principal amount of this Note
at 8.750% per annum from the date hereof until maturity and shall pay Additional Interest, if any,
as provided in the Registration Rights Agreement, dated September 27, 2010 referred below. The
Company shall pay interest and Additional Interest, if any, semi-annually in arrears on April 1 and
October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most
recent date to which interest has been paid on the Notes (or one or more Predecessor Notes) or, if
no interest has been paid, from the date of original issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be April 1, 2011. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. If a payment date is not a
Business Day, payment may be made on the next succeeding day that is a Business Day, and no
interest shall accrue on such payment for the intervening period.



2. Method of Payment. The Company shall pay interest on the Notes (except defaulted
interest and Additional Interest, if any) to the Persons in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the March 15th or September 15th
immediately preceding the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. The Company shall pay all Additional Interest, if
any, on the dates of its choosing and in the amounts set forth in the Registration Rights
Agreement. The Notes shall be payable as to principal, premium, if any, and interest and
Additional Interest, if any, at the office or agency of the Company maintained for such purpose,
or, at the option of the Company, payment of interest and Additional Interest, if any, may be made
by check mailed to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds shall be required with
respect to principal of and interest, premium, if any, on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


 


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3. Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A., the Trustee under
the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



4. Indenture. The Company issued the Notes under an Indenture dated as of
September 27, 2010 (the “Indenture”) among the Company, the Initial Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.
To the extent any provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which
this Note is issued provides that an unlimited amount of Additional Notes may be issued thereunder,
subject to compliance with the covenants therein.




5. Optional Redemption.



(a) On or after October 1, 2014, the Company may redeem all or a portion of the Notes, on not
less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or whole multiples of $1,000
in excess thereof at the following redemption prices (expressed as percentages of the principal
amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date
(subject to the rights of holders of record on relevant record dates to receive interest due on an
interest payment date), if redeemed during the twelve-month period beginning on October 1 of the
years indicated below:



	 	 	 	 	 
	Year	 	Redemption Price	 
	2014
	 	 	104.375	%
	2015
	 	 	102.1875	%
	2016 and thereafter
	 	 	100.000	%






(b) In addition, at any time and from time to time prior to October 1, 2013, the Company may
use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the
aggregate principal amount of Notes issued under the Indenture (including the principal amount of
any Additional Notes issued under the Indenture) at a redemption price equal to 108.750% of the
aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the
redemption date (subject to the rights of holders of record on relevant record dates to receive
interest due on an interest payment date). At least 65% of the aggregate principal amount of Notes
(including the principal amount of any Additional Notes issued under the Indenture) must remain
outstanding immediately after the occurrence of such redemption. In order to effect this
redemption, the Company must complete such redemption no later than 180 days after the closing of
the related Equity Offering.



(c) The Notes may also be redeemed, in whole or in part, at any time or from time to time
prior to October 1, 2014 at the option of the Company at a redemption price equal to 100% of the
principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and additional interest, if any, to, the applicable redemption date (subject to
the right of holders of record on the relevant record date to receive interest due on the
relevant interest payment date).


 


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(d) The Notes may also be redeemed as set forth in Section 4.19 of the Indenture.



6. Mandatory Redemption. The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.




7. Repurchase at Option of Holders.



(a) Upon the occurrence of a Change of Control, each Holder may require the Company to
purchase such Holder’s Notes in whole or in part in amounts of $1,000 or whole multiples of $1,000
in excess thereof, at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of
Control Offer in accordance with the procedures set forth in the Indenture.



(b) Under certain circumstances described in the Indenture, the Company will be required to
apply the proceeds of Asset Sales to the repayment of the Notes and/or Pari Passu Indebtedness.



8. Selection and Notice of Redemption. If less than all of the Notes are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes not more than 60 days prior to the redemption
date in compliance with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and reasonable. Redemptions pursuant to
Section 3.07(b) of the Indenture shall be made on a pro rata basis or on as nearly a pro rata basis
as practicable (subject to the provisions of the Depositary). In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. Notices of redemption may not be conditional. If any
Note is to be redeemed in part only, the notice of redemption that relates to that Note will state
the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest and Additional Interest, if any, shall cease
to accrue on Notes or portions of them called for redemption.



9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and whole multiples of $1,000 in excess thereof. The transfer of
Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company is not required to transfer
or exchange any Note selected for redemption. Also, the Company is not required to transfer or
exchange any Note for a period of 15 days before a selection of Notes to be redeemed.


 


7









 





10. Persons Deemed Owners. The registered Holder of a Note will be treated as its
owner for all purposes.



11. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or
supplemented only as provided in the Indenture.



12. Defaults. In the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization specified in the Indenture, with respect to the Company or
any Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes may declare all
unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of
the Notes) and upon any such declaration, such principal, premium, if any, and interest shall
become due and payable immediately. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is in their interest.
The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by
notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default
and its consequences under the Indenture except a Default (1) in the payment of the principal of,
premium, if any, or interest on any Note (which may only be waived with the consent of each Holder
of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be
modified or amended without the consent of the Holder of each Note affected by such modification or
amendment.



13. Trustee Dealings with the Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



14. No Recourse Against Others. No director, officer, employee, member, limited
partner or stockholder of the Company or any Restricted Subsidiary, as such, will have any
liability for any obligations of the Company or the Restricted Subsidiaries under the Notes, the
Indenture or the Guarantees to which they are a party, or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes. The waiver may not be effective to waive liabilities under the federal securities
laws.



15. Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.


 


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16. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders under the Indenture, Holders of
Restricted
Global Notes and Restricted Definitive Notes issued on the Issue Date shall have all the
rights set forth in the Registration Rights Agreement dated as of September 27, 2010, among the
Company, the Guarantors and the parties named on the signature pages thereof.



17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.



18. Governing Law. This Note shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to the conflicts of laws principles
thereof.



The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:




BRIGHAM EXPLORATION COMPANY

6300 Bridge Point Parkway

Building Two, Suite 500

Austin, Texas 78730

Facsimile: (512) 427-3400

Attention: General Counsel


 


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ASSIGNMENT FORM





To assign this Note, fill in the form below:



(I) or (we) assign and transfer this                                                        
                                                                             
                            




Note to:                                                           
                                                                         
                                                                      




(Insert assignee’s legal name)



 






(Insert assignee’s soc. sec. or tax I.D. no.)



 





 





 






(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                            
                                                                          
                                           



to transfer this Note on the books of the Company. The agent may substitute another to act for him.



Date:                                                             



Your Signature:



(Sign exactly as your name appears on the face of this Note)




Signature Guarantee*:





	 	 	 
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 


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OPTION OF HOLDER TO ELECT PURCHASE




If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or
4.19 of the Indenture, check the appropriate box below:



o Section 4.11            o Section 4.19




If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.11 or Section 4.19 of the Indenture, state the amount you elect to have purchased:



$                     




Date:                                                             



Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:




Signature Guarantee*:                                         





	 	 	 
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of Decrease in	 	 	Amount of Increase in	 	 	Principal Amount	 
	 	 	Principal Amount at	 	 	Principal Amount at	 	 	Maturity of this	 
	 	 	Maturity of this	 	 	Maturity of this	 	 	Global Following such	 
	Date of Exchange	 	Global Note	 	 	Global Note	 	 	Decrease (or Increase)	 






 


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NOTATION OF GUARANTEE




For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the
extent set forth in the Indenture, dated as of September 27, 2010 (the “Indenture”), among
Brigham Exploration Company, a Delaware corporation (the “Company”), the Guarantors and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), and subject to the provisions in the
Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on
the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the
extent permitted by law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be
governed by and construed in accordance with the laws of the State of New York.



	 	 	 	 	 
	 	BRIGHAM, INC., a Nevada corporation

 	 
	 	By:  	/s/ Eugene B. Shepherd, Jr.
 	 
	 	 	Name:  	Eugene B. Shepherd, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BRIGHAM OIL & GAS, L.P., a Delaware limited

partnership

 	 
	 	By:  	BRIGHAM, INC.,
 	 
	 	 	Its managing general partner 	 
	 	 	 
	 	By:  	                    /s/ Eugene B. Shepherd, Jr.
 	 
	 	 	Name:  	Eugene B. Shepherd, Jr. 	 
	 	 	Title:  	Chief Financial Officer