-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q3dAOStJT/w9w6EHZ6gd2bUyLD62RiQGCgpGqKVV3/73Tf8pDvT2hA79oVmry3SF nl3mNPkbf8fgtyd4MqF+yQ== 0000950129-99-001490.txt : 19990409 0000950129-99-001490.hdr.sgml : 19990409 ACCESSION NUMBER: 0000950129-99-001490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990408 GROUP MEMBERS: ENRON CAPITAL & TRADE RESOURCES CORP GROUP MEMBERS: ENRON CORP GROUP MEMBERS: JOINT ENERGY DEVELOPMENT INVESTMENTS II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM EXPLORATION CO CENTRAL INDEX KEY: 0001034755 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752692967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51001 FILM NUMBER: 99589893 BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BUILDING TWO, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512-427-3300 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BUILDING TWO, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENRON CAPITAL & TRADE RESOURCES CORP CENTRAL INDEX KEY: 0001043166 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 760318139 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 ENRON CAPITAL & TRADE RES. FOR BRIGHAM EXPLORATION 1 ----------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) BRIGHAM EXPLORATION COMPANY (Name of Issuer) ----------------- COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 109178 10 3 (CUSIP Number) Julia Murray General Counsel Finance Enron Capital & Trade Resources Corp. 1400 Smith Street Houston, Texas 77002 (713) 853-6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240,13d-1(e), 240.13d-(f) or 240.13 d-I (g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 pages 2 CUSIP NO.: 109178 10 3 SCHEDULE 13D ================================================================================ 1 Name of Reporting Person; S.S. or IRS Identification Number Enron Capital & Trade Resources Corp. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If A Member of a Group* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 - -------------------------------------------------------------------------------- 8 Shared Voting Power 2,052,632 - -------------------------------------------------------------------------------- 9 Sole Dispositive Power 0 - -------------------------------------------------------------------------------- 10 Shared Dispositive Power 2,052,632 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,052,632 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 14.3% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO ================================================================================ 3 CUSIP NO.:109178 10 3 SCHEDULE 13D ================================================================================ 1 Name of Reporting Person; S.S. or IRS Identification Number Enron Corp. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If A Member of a Group* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Oregon - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 - -------------------------------------------------------------------------------- 8. Shared Voting Power 2,052,632 - -------------------------------------------------------------------------------- 9 Sole Dispositive Power 0 - -------------------------------------------------------------------------------- 10 Shared Dispositive Power 2,052,632 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,052,632 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 14.3% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO ================================================================================ 4 CUSIP NO.:109178 10 SCHEDULE 13D ================================================================================ 1 Name of Reporting Person; S.S. or IRS Identification Number Joint Energy Development Investments II Limited Partnership - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If Member of Group* (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 - -------------------------------------------------------------------------------- 8 Shared Voting Power 1,539,474 - -------------------------------------------------------------------------------- 9 Sole Dispositive Power 0 - -------------------------------------------------------------------------------- 10 Shared Dispositive Power 1,539,474 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,539,474 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 11.0% - -------------------------------------------------------------------------------- 14 Type of Reporting Person PN ================================================================================ 5 AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D INTRODUCTORY Note: All information herein with respect to Brigham Exploration Company, Delaware corporation (the "Issuer"), and the common stock, par value $.01 per share (the "Common Stock"), of the Issuer is to the best knowledge and belief of the Reporting Entities, as defined herein. The joint Schedule 13D of Enron Corp., an Oregon corporation ("Enron"), Enron Capital & Trade Resources Corp., Delaware corporation ("ECT"), and Joint Energy Development Investments II Limited Partnership, Delaware limited partnership ("JEDI II") filed September 2, 1998, as amended January 12, 1999, is further amended as follows. ITEM 2. IDENTITY AND BACKGROUND; ITEM 4. PURPOSE OF TRANSACTION AND ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. In connection with a loan modification effected as of March 26, 1999, the two warrants to purchase an aggregate 1,000,000 shares of Common Stock of the Issuer that were held by ECT Merchant Investments Corp., a Delaware corporation ("ECT Investments"), and JEDI II were amended and restated. The amended warrants effect only two substantive changes. First, the exercise period was extended from August 22, 2005 to August 22, 2008. Second, the exercise price was reduced from $10.45 to $3.50 per share. The Registration Rights Agreement dated August 20, 1998 was amended to confirm that its provisions apply to the amended warrants. Schedule I attached hereto sets forth certain additional information with respect to each director and executive officer of ECT Investments, Enron, ECT and Enron Capital II Corp. The filing of this statement on Schedule 13D shall not be construed as an admission that Enron, ECT, or, to their knowledge, any person listed in Schedule I is, for the purposes of Schedule 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement. None of the Reporting Entities or, to its knowledge, any person listed on Schedule I hereto has been, during the last five years (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to civil a proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws. On its Form 10-K for the year ended December 31, 1998, the Issuer reported that 13,306,206 shares of Common Stock were outstanding as of March 26, 1999. The following calculations of beneficial ownership assume that this number of shares are currently outstanding. If JEDI II's amended warrant was fully exercised, the 1,539,474 shares JEDI II would own in the aggregate would represent approximately 11.0% of the 14,056,206 then-outstanding shares of Common Stock. If both amended warrants were fully exercised, the 2,052,632 shares owned by JEDI II and ECT Investments would represent approximately 14.3% of the 14,306,206 then-outstanding shares of Common Stock. By virtue of their control relationships, ECT and Enron may be deemed to beneficially own the Page 5 of 12 pages 6 Common Stock and the warrants held by ECT Investments and JEDI II, but Enron and ECT disclaim beneficial ownership of these securities. ECT Investments is not listed as a Reporting Person because it would own less than 5% of the then-outstanding shares of Common Stock if its amended warrant was fully exercised. Other than the transaction described herein, none of the Reporting Entities, nor to their knowledge any of the persons named in Schedule I hereto, has effected any transaction in the Common Stock during the preceding sixty days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (i) Warrant No. A-3. (ii) Warrant No. A-4. (iii) Amendment to Registration Rights Agreement. [signature page follows] Page 6 of 12 pages 7 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct, Dated: April 7, 1999. ENRON CAPITAL & TRADE RESOURCES CORP. By: --------------------------------- Peggy B. Menchaca Vice President and Secretary Dated: April 7, 1999. ENRON CORP. By: --------------------------------- Peggy B. Menchaca Vice President and Secretary Dated: April 7, 1999. JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP By: Enron Capital Management II Limited Partnership, its general partner By: Enron Capital II Corp., its general partner By: --------------------------------- Peggy B. Menchaca Vice President and Secretary Page 7 of 12 pages 8 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS ENRON CAPITAL & TRADE RESOURCES CORP.
- -------------------------------------------------------------------------------- Name and Business Address Citizenship Position and Occupation - -------------------------------------------------------------------------------- 1400 Smith Street Houston, Texas 77002 - -------------------------------------------------------------------------------- Mark A. Frevert U.S.A. Director; President-ECT Europe and Managing Director - -------------------------------------------------------------------------------- Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel - -------------------------------------------------------------------------------- Kevin P. Hannon U.S.A. Director; President and Chief Operating Officer - -------------------------------------------------------------------------------- Kenneth D. Rice U.S.A. Director; Chairman of the Board; Chief Executive Officer and Managing Director; Chairman and Chief Executive Officer-ECT North America - -------------------------------------------------------------------------------- J. Clifford Baxter U.S.A. Vice Chairman - -------------------------------------------------------------------------------- Jere C. Overdyke, Jr. U.S.A. President -- ECT Merchant Finance - -------------------------------------------------------------------------------- Philippe A. Bibi U.S.A. Managing Director - -------------------------------------------------------------------------------- W. Craig Childers U.S.A. Managing Director - -------------------------------------------------------------------------------- David W. Delainey U.S.A. Managing Director - -------------------------------------------------------------------------------- Richard G. DiMichele U.S.A. Managing Director - -------------------------------------------------------------------------------- Jay L. Fitzgerald U.S.A. Managing Director - -------------------------------------------------------------------------------- Michael J. Kopper U.S.A. Managing Director - -------------------------------------------------------------------------------- John J. Lavorato U.S.A Managing Director - -------------------------------------------------------------------------------- Danny J. McCarty U.S.A. Managing Director - -------------------------------------------------------------------------------- Michael McConnell U.S.A. Managing Director - -------------------------------------------------------------------------------- J. Kevin McConville U.S.A. Managing Director - -------------------------------------------------------------------------------- Gregory F. Piper U.S.A. Managing Director - -------------------------------------------------------------------------------- Jeffrey A. Shankman U.S.A. Managing Director - -------------------------------------------------------------------------------- John R. Sherriff U.S.A. Managing Director - -------------------------------------------------------------------------------- Colleen Sullivan-Shaklovitz U.S.A. Managing Director - -------------------------------------------------------------------------------- Lawrence G. Whalley U.S.A. Managing Director - --------------------------------------------------------------------------------
Page 8 of 12 pages 9 DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP.
- -------------------------------------------------------------------------------- Name and Business Address Citizenship Position and Occupation - -------------------------------------------------------------------------------- Robert Belfer Director; Chairman, President 767 Fifth Avenue, 46th Floor U.S.A. and Chief Executive Officer, New York, New York 10153 Belco Oil & Gas Corp. - -------------------------------------------------------------------------------- Norman P. Blake, Jr. Director; Chairman, United USF&G Corporation U.S.A. States Fidelity and Guaranty 6225 Smith Avenue, LA0300 Company Baltimore, Maryland 21209 - -------------------------------------------------------------------------------- Ronnie C. Chan Director; Chairman of Hang Hang Lung Development Company Lung Development Group Limited U.S.A. 28/F, Standard Chartered Bank Building 4 Des Vouex Road Central Hong Kong - -------------------------------------------------------------------------------- John H. Duncan 5851 San Felipe, Suite 850 U.S.A. Director; Investments Houston, Texas 77057 - -------------------------------------------------------------------------------- Joe H. Foy Director; Retired Senior 404 Highridge Drive U.S.A. Partner, Bracewell & Kerrville, Texas 78028 Patterson, L.L.P. - -------------------------------------------------------------------------------- Wendy L. Gramm Director; Former Chairman, PO Box 39134 U.S.A. U.S. Commodity Futures Washington, D.C. 20016 Trading Commission - -------------------------------------------------------------------------------- Ken L. Harrison Director; Vice Chairman of 121 S.W. Salmon Street U.S.A. Enron Corp. and Chairman Portland, Oregon 97204 and Chief Executive Officer, Portland General Electric Company - -------------------------------------------------------------------------------- Robert K. Jaedicke Director, Professor Graduate School of Business U.S.A. (Emeritus), Graduate School Stanford University of Business, Stanford Stanford, California 94305 University - --------------------------------------------------------------------------------
Page 9 of 12 pages 10
- -------------------------------------------------------------------------------- Name and Business Address Citizenship Position and Occupation - -------------------------------------------------------------------------------- Charles A. LeMaistre Director; President 13104 Travis View Loop U.S.A. (Emeritus), University Austin, Texas 78732 of Texas M.D. Anderson Cancer Center - -------------------------------------------------------------------------------- Jerome J. Meyer Director; Chairman and Chief 26600 S.W. Parkway U.S.A. Executive Officer, Tektronix, Building 63, P.0. Box 1000 Inc. Wilsonville, Oregon 97070-1000 - -------------------------------------------------------------------------------- John A. Urquhart Director; Senior Advisor to John A. Urquhart Associates U.S.A. the Chairman of Enron Corp.; 111 Beach Road President, John A. Urquhart Fairfield, Connecticut 06430 Associates - -------------------------------------------------------------------------------- John Wakeham Director; Former U.K. Pingleston House Secretary of State for Energy Old Alresford U.K. and Leader of the Houses of Hampshire S024 9TB Commons and Lords United Kingdom - -------------------------------------------------------------------------------- Charls E. Walker Director, Chairman, Walker & Walker & Walker, LLC U.S.A. Walker, LLC 10220 River Road, Suite 105 Potomac, Maryland 20854 - -------------------------------------------------------------------------------- Herbert S. Winokur, Jr. Director; President, Winokur Winokur & Associates, Inc. U.S.A. & Associates, Inc. 30 East Elm Ct. Greenwich, Connecticut 06830 - -------------------------------------------------------------------------------- Kenneth L. Lay Director; Chairman and Chief 1400 Smith Street U.S.A. Executive Officer, Enron Houston, Texas 77002 Corp. - -------------------------------------------------------------------------------- J. Clifford Baxter Senior Vice President, 1400 Smith Street U.S.A. Corporate Development; Enron Houston, Texas 77002 Corp. - -------------------------------------------------------------------------------- Richard B. Buy U.S.A. Senior Vice President and 1400 Smith Street Chief Risk Officer Houston, Texas 77002 - --------------------------------------------------------------------------------
Page 10 of 12 pages 11
- -------------------------------------------------------------------------------- Name and Business Address Citizenship Position and Occupation - -------------------------------------------------------------------------------- Richard A. Causey U.S.A. Senior Vice President, Chief 1400 Smith Street Accounting, Information and Houston, Texas 77002 Administrative Officer, Enron Corp. - -------------------------------------------------------------------------------- James V. Derrick, Jr. Senior Vice President and 1400 Smith Street U.S.A. General Counsel, Enron Corp. Houston, Texas 77002 - -------------------------------------------------------------------------------- Andrew S. Fastow Senior Vice President and 1400 Smith Street U.S.A. Chief Financial Officer, Houston, Texas 77002 Enron Corp. - -------------------------------------------------------------------------------- Mark A. Frevert President -- ECT Europe and 1400 Smith Street U.S.A. Managing Director, Enron Houston, Texas 77002 Capital & Trade Resources Corp. and President and Chief Executive Officer, Enron Europe Limited - -------------------------------------------------------------------------------- Stanley C. Horton Chairman and Chief Executive 1400 Smith Street U.S.A. Officer, Enron Gas Pipeline Houston, Texas 77002 Group - -------------------------------------------------------------------------------- Rebecca P. Mark Vice Chairman, Enron Corp. 1400 Smith Street U.S.A. and Chairman and Chief Houston, Texas 77002 Executive Officer, Azurix Corp. - -------------------------------------------------------------------------------- Lou L. Pai Chairman and Chief Executive 1400 Smith Street U.S.A. Officer, Enron Energy Houston, Texas 77002 Services, Inc. - -------------------------------------------------------------------------------- Kenneth D. Rice U.S.A. Chairman and Chief Executive 1400 Smith Street Officer, Enron Capital & Houston, Texas 77002 Trade Resources Corp. -- North America - -------------------------------------------------------------------------------- Jeffrey K. Skilling Director, President and Chief 1400 Smith Street U.S.A. Operating Officer, Enron Houston, Texas 77002 Corp. - -------------------------------------------------------------------------------- Joseph W. Sutton Chairman, President and 1400 Smith Street U.S.A. Chief Executive Officer and Houston, Texas 77002 Chief Operating Officer, Enron International Inc. - --------------------------------------------------------------------------------
Page 11 of 12 pages 12 DIRECTORS AND EXECUTIVE OFFICERS ENRON CAPITAL II CORP.
- -------------------------------------------------------------------------------- Name and Business Address Citizenship Position and Occupation - -------------------------------------------------------------------------------- James V. Derrick, Jr. U.S.A. Director 1400 Smith Street Houston, Texas 77002 - -------------------------------------------------------------------------------- Mark A. Frevert U.S.A. Director 1400 Smith Street Houston, Texas 77002 - -------------------------------------------------------------------------------- Kenneth D. Rice U.S.A. Director; Chairman, Chief 1400 Smith Street Executive Officer and Houston, Texas 77002 Managing Director - -------------------------------------------------------------------------------- J. Clifford Baxter U.S.A. President and Managing 1400 Smith Street Director Houston, Texas 77002 - -------------------------------------------------------------------------------- Richard B. Buy U.S.A. Managing Director 1400 Smith Street Houston, Texas 77002 - -------------------------------------------------------------------------------- Andrew S. Fastow U.S.A. Managing Director 1400 Smith Street Houston, Texas 77002 - -------------------------------------------------------------------------------- Jeffrey McMahon U.S.A. Managing Director, Finance 1400 Smith Street and Treasurer Houston, Texas 77002 - -------------------------------------------------------------------------------- Mark E. Haedicke U.S.A. Managing Director and General 1400 Smith Street Counsel Houston, Texas 77002 - -------------------------------------------------------------------------------- Jere C. Overdyke, Jr. U.S.A. Managing Director 1400 Smith Street Houston, Texas 77002 - --------------------------------------------------------------------------------
Page 12 of 12 pages 13 INDEX TO EXHIBITS Exhibit (i) Warrant No. A-3 (ii) Warrant No. A-4 (iii) Amendment to Registration Rights Agreement EX-99.I 2 WARRANT NO. A-3 1 EXHIBIT (i) WARRANT CERTIFICATE Number of Warrants: 250,000 Warrant No. A-3 This warrant certificate ("Warrant Certificate") certifies that, for value received, ECT MERCHANT INVESTMENTS CORP. is the registered holder of the number of warrants (the "Warrants") set forth above. Each Warrant entitles the holder thereof, at any time or from time to time during the Exercise Period, to purchase from the Company one fully paid and nonassessable share of Common Stock at the Exercise Price, subject to adjustment as provided herein. The Warrants constitute, as of the initial Issuance Date, 1.6402% of the outstanding Common Stock on fully diluted basis including, for purposes of such calculation, the Acquired Shares and the Warrant Shares. Initially capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. This Warrant Certificate amends and restates Warrant No. A-1 issued to Enron Capital & Trade Resources Corp. on August 20, 1998. "Common Stock" means the common stock, $.01 par value per share, of the Company and such other class of securities as shall then represent the common equity of the Company. "Company" means Brigham Exploration Company, Delaware corporation. "Exercise Period" means the period of time between the Funding Date, as defined in the Securities Purchase Agreement and 5:00 p.m. (New York City time) on the Expiration Date. "Exercise Price" subject in all circumstances to adjustment in accordance with Section 2, means $3.50. "Expiration Date" means August 22, 2008. "Funding Date" is defined in the Securities Purchase Agreement. "IPO" shall mean the initial public offering of securities of the Company consummated on May 24, 1997, pursuant to a registration statement filed under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 2 "Issuance Date" means August 20, 1998. "Person" means any individual, corporation, company, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity. "Price" means the average of the "high" and "low" prices as reported in The Wall Street Journal's listing for such day (corrected for obvious typographical errors) or if such shares are not reported in such listing, the average of the reported "high" and "low" sales prices on the largest national securities exchange (based on the aggregate dollar value of securities listed) on which such shares are listed or traded, or if such shares are not listed or traded on any national securities exchange, then the average of the reported "high" and "low" sales prices for such shares in the over-the-counter market, as reported on the National Association of Securities Dealers Automated Quotations System, or, if such prices shall not be reported thereon, the average of the closing bid and asked prices so reported, or, if such prices shall not be reported, then the average of the closing bid and asked prices reported by the National Quotations Bureau Incorporated, or, in all other cases, the Estimated Private Market Equity Value divided by the number of outstanding shares (on a fully diluted basis using the treasury stock method). The "average" Price per share for any period shall be determined by dividing the sum of the Prices determined for the individual trading days in such period by the number of trading days in such period. "Securities Purchase Agreement" means the Securities Purchase Agreement, dated as of August 20, 1998, among the Company, Enron Capital & Trade Resources Corp. and Joint Energy Development Investments II Limited Partnership, individually and as agent. 1. EXERCISE OF WARRANTS. (a) The Warrants may be exercised in whole or in part, at any time or from time to time, during the Exercise Period, by presentation and surrender to the Company at its address set forth in Section 9 of (i) this Warrant Certificate with the Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (ii) payment of the Exercise Price, by bank draft or cashier's check, for the number of Warrants being exercised. If the holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in Section 9 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder in substitution for this Warrant Certificate one or more warrant certificates in identical form and for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. -2- 3 (b) To the extent that the Warrants have not been exercised at or prior to the Expiration Date, such Warrants shall expire and the rights of the holder shall become void and of no effect. 2. ANTIDILUTION ADJUSTMENTS. The shares of Common Stock purchasable on exercise of the Warrants are shares of Common Stock as constituted as of the Issuance Date. The number and kind of securities purchasable upon the exercise of the Warrants, and the Exercise Price, shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) Mergers, Consolidations and Reclassifications. In case of any reclassification or change of outstanding securities issuable upon exercise of the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to par value or as result of a subdivision or combination to which subsection 2(b) applies), or in case of any consolidation or merger of the Company with or into another entity or other person (other than a merger with another entity or other person in which the Company is the surviving corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have, the right to obtain upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock, other securities, money or other property receivable upon such reclassification, change, consolidation or merger by a holder of the shares of Common Stock, other securities, money or other property issuable upon exercise of a Warrant if the Warrants had been exercised immediately prior to such reclassification, change, consolidation or merger. The constituent documents effecting any such reclassification, change, consolidation or merger shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this subsection 2(a). The provisions of this subsection 2(a) shall similarly apply to successive reclassifications, changes, consolidations or mergers. (b) Subdivisions and Combinations. If the Company, at any time after the Issuance Date, shall subdivide its shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of shares of Common Stock purchasable upon exercise of the Warrants shall be proportionately increased, as at the effective date of such subdivision, or if the Company shall take a record of holders of its Common Stock for such purpose, as at such record date, whichever is earlier. If the Company, at any time after the Issuance Date, shall combine its shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased, and the number of shares of Common Stock purchasable upon exercise of the Warrants shall be proportionately reduced, as at the effective date -3- 4 of such combination, or if the Company shall take a record of holders of its Common Stock for purposes of such combination, as at such record date, whichever is earlier. (c) Dividends and Distributions. If the Company at any time after the Issuance Date shall declare a dividend on its Common Stock payable in stock or other securities of the Company to the holders of its Common Stock, the holder of this Warrant Certificate shall, without additional cost, be entitled to receive upon any exercise of a Warrant, in addition to the Common Stock to which such holder would otherwise be entitled upon such exercise, the number of shares of stock or other securities which such holder would have been entitled to receive if he had been a holder immediately prior to the record date for such dividend (or, if no record date shall have been established, the payment date for such dividend) of the number of shares of Common Stock purchasable on exercise of such Warrant immediately prior to such record date or payment date, as the case may be. (d) Certain Issuances of Securities. If the Company at any time after the Issuance Date shall issue any additional shares of Common Stock (otherwise than as provided in paragraphs (a) through (c) of this Section 2) at a price per share less than the average Price per share of Common Stock for the 20 trading days immediately preceding the date of the authorization of such issuance (the "Market Price") by the Board of Directors, then the Exercise Price upon each such issuance shall be adjusted to that price determined by multiplying the Exercise Price by a fraction: i. the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock multiplied by the Market Price, and (2) the consideration, if any, received by the Company upon the issuance of such additional shares of Common Stock, and ii. the denominator of which shall be the Market Price multiplied by the total number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. No adjustments of the Exercise Price shall be made under this paragraph (d) upon the issuance of any additional shares of Common Stock that (y) are issued pursuant to thrift plans, stock purchase plans, stock bonus plans, stock option plans, employee stock ownership plans and other incentive or profit sharing arrangements for the benefit of employees ("Employee Benefit Plans") that otherwise would cause an adjustment under this paragraph (d); provided that the aggregate number of shares of Common Stock so issued (including the shares issued pursuant to any options, rights or warrants or convertible or exchangeable securities issued under such Employee Benefit Plans containing the right to purchase shares of Common Stock) pursuant to Employee Benefit Plans after the closing date of the IPO, as adjusted for any stock splits, stock dividends or subdivisions or combinations of Common Stock prior to the Expiration Date, shall not in the aggregate exceed 5% -4- 5 of the Company's outstanding Common Stock at the time of such issuance; or (z) are issued pursuant to any Common Stock Equivalent (as hereinafter defined) (i) if upon the issuance of any such Common Stock Equivalent, any such adjustments shall previously have been made pursuant to paragraph (e) of this Section 2 or (ii) if no adjustment was required pursuant to paragraph (e) of this Section 2. (e) Common Stock Equivalents. If the Company shall, after the Issuance Date, issue any security or evidence of indebtedness which is convertible into or exchangeable for Common Stock ("Convertible Security"), or any warrant, option or other right to subscribe for or purchase Common Stock or any Convertible Security, other than pursuant to Employee Benefit Plans (together with Convertible Securities, "Common Stock Equivalent"), or if, after any such issuance, the price per share for which additional shares of Common Stock may be issuable thereunder is amended, then the Exercise Price upon each such issuance or amendment shall be adjusted as provided in subsection (d) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued as of the earlier of (a) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (b) the date of actual issuance of such Common Stock Equivalent; and (ii) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent; provided, however, that no adjustment shall be made pursuant to this subsection (e) unless the consideration received and receivable by the Company per share of Common Stock for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent is less than the Market Price. No adjustment of the Exercise Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Exercise Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). (f) Miscellaneous. The following provisions shall be applicable to the making of adjustments in the Exercise Price hereinbefore provided in this Section 2: i. The consideration received by the Company shall be deemed to be the following: (I) to the extent that any additional shares of Common Stock or any Common Stock Equivalent shall be issued for cash consideration, the consideration received by the Company therefor, or, if such additional shares of Common Stock or Common Stock Equivalent are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or Common Stock Equivalent are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued -5- 6 dividends and without deduction of any compensation, discounts, commissions or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue thereof, (II) to the extent that such issuance shall be for consideration other than cash, then, except as herein otherwise expressly provided, the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors, as evidenced by certified resolution of the Board of Directors delivered to the holder of this Warrant Certificate setting forth such determination. The consideration for any additional shares of Common Stock issuable pursuant to any Common Stock Equivalent shall be the consideration received by the Company for issuing such Common Stock Equivalent, plus the additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock Equivalent. In case of the issuance at any time of any additional shares of Common Stock or Common Stock Equivalent in payment or satisfaction of any dividend upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or Common Stock Equivalent (which shall not be deemed to be dividend payable in, or other distribution of, Common Stock under subsection (c) above) consideration equal to the amount of such dividend so paid or satisfied. ii. Upon the expiration of the right to convert, exchange or exercise any Common Stock Equivalent the issuance of which effected an adjustment in the Exercise Price, if any such Common Stock Equivalent shall not have been converted, exercised or exchanged, the number of shares of Common Stock deemed to be issued and outstanding because they were issuable upon conversion, exchange or exercise of any such Common Stock Equivalent shall no longer be computed as set forth above, and the Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of subsection (d) after the issuance of such Common Stock Equivalent) had the adjustment of the Exercise Price made upon the issuance or sale of such Common Stock Equivalent been made on the basis of the issuance only of the number of additional shares of Common Stock actually issued upon exercise, conversion or exchange of such Common Stock Equivalent and thereupon only the number of additional shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company (computed as in subparagraph (i) of this paragraph (f)) shall be deemed to have been received by the Company. iii. The number of shares of Common Stock at any time outstanding shall not include any shares thereof then directly or indirectly owned or held by or for the account of the Company or its wholly owned subsidiaries. -6- 7 iv. For the purposes of this Section 2, the term "shares of Common Stock" shall mean shares of (i) the class of stock designated as the Common Stock at the date hereof or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. If at any time, because of an adjustment pursuant to subsection (a), the Warrants shall entitle the holders to purchase any securities other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 2. (g) Calculation of Exercise Price. The Exercise Price in effect from time to time shall be calculated to four decimal places and rounded to the nearest thousandth. 3. NOTICE OF ADJUSTMENTS. Whenever the Exercise Price or the number of shares of Common Stock is required to be adjusted as provided in Section 2, the Company shall forthwith compute the adjusted Exercise Price or the number of shares of Common Stock issuable and shall prepare and mail to the holder hereof a certificate setting forth such adjusted Exercise Price or such number of shares of Common Stock, showing in reasonable detail the facts upon which the adjustment is based. 4. VOLUNTARY REDUCTION. (a) The Company may at its option, but shall not be obligated to, at any time during the term of the Warrants, reduce the then current Exercise Price by any amount selected by the Board of Directors; provided that if the Company elects so to reduce the then current Exercise Price, such reduction shall be irrevocable during its effective period and remain in effect for minimum of 30 days following the date of such election, after which time the Company may, at its option, reinstate the Exercise Price in effect prior to such reduction. Whenever the Exercise Price is reduced, the Company shall mail to the holder notice of the reduction at least 30 days before the date the reduced Exercise Price takes effect, stating the reduced Exercise Price and the period for which such reduced Exercise Price will be in effect. (b) The Company may make such decreases in the Exercise Price, in addition to those required or allowed by this Section 4, as shall be determined by it, as evidenced by a certified resolution of the Board of Directors delivered to the holders, to be advisable to avoid or diminish any income tax to the holder resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. -7- 8 5. NOTICES TO WARRANT HOLDERS. In the event: (a) the Company shall authorize any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or sale of all or substantially all of the assets of the Company, or of any reclassification or change of the Common Stock or other securities issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of subdivision or combination), or a tender offer or exchange offer for shares of Common Stock (or other securities issuable upon the exercise of the Warrants); or (b) the Company shall declare any dividend (or any other distribution) on the Common Stock or any other class of its capital stock; or (c) the Company shall authorize the granting to the holders of Common Stock or any other class of its capital stock of rights or warrants to subscribe for or purchase any shares of any class or series of capital stock or any other securities convertible into or exchangeable for shares of stock; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be sent to the holder hereof, at least 30 days prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (x) the date for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) entitled to receive any such dividends or other distribution, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock (or other securities issuable upon the exercise of the Warrants), or (z) the date on which any of the events specified in subsections (a)-(d) is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shall be entitled to exchange such shares for securities or other property, if any, deliverable upon any such event. Failure to give such notice or any defect therein shall not affect the legality or validity of any such event, or the vote upon any such action. 6. REPORTS TO WARRANT HOLDERS. The Company will cause to be delivered, by first-class mail, postage prepaid, to the holder at such holder's address appearing hereon, or such other address as the holder shall specify, a copy of any reports delivered by the Company to the holders of Common Stock. -8- 9 7. COVENANTS OF THE COMPANY. The Company covenants and agrees that: (a) Until the Expiration Date, the Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock (and other securities), for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock (and other securities) upon the exercise of the Warrants, the number of shares of Common Stock (and other securities) issuable upon the exercise of such Warrants. (b) The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of new warrant certificates on transfer of the Warrants. (c) All Common Stock (and other securities) which may be issued upon exercise of the Warrants shall upon issuance be validly issued, fully paid, non-assessable and free from all preemptive rights and all taxes, liens and charges with respect to the issuance thereof, and will not be subject to any restrictions on voting or transfer thereof except as set forth in any stockholders agreement. (d) All original issue taxes payable in respect of the issuance of shares of Common Stock to the registered holder hereof upon the exercise of the Warrants shall be borne by the Company; provided, that the Company shall not be required to pay any tax or charge imposed in connection with any transfer involved in the issuance of any certificate representing shares of Common Stock (and other securities) in any name other than that of the registered holder hereof, and in such case the Company shall not be required to issue or deliver any certificate representing shares of Common Stock (and other securities) until such tax or other charge has been paid or it has been established to the Company's satisfaction that no such tax or charge is due. (e) As soon as practicable after the receipt from the holder of this Warrant Certificate of notice of the exercise of a number of warrants sufficient to require filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules, regulations and formal interpretations thereunder, as amended from time to time (the "HSR Act"), but in any event no later than the 10th business day after receipt of such notice, the Company will (i) prepare and file with the Antitrust Division of the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC") the Notification and Report Form (accompanied by all documentary attachments contemplated thereby) required by the HSR Act, (ii) upon the request of the holder, request early termination of the waiting period imposed by the HSR Act, (iii) coordinate and cooperate with the holder in responding to formal and informal requests for additional information and documentary material from the DOJ and the FTC in connection with such filing, (iv) use its best efforts to take, or cause to be taken, all reasonable action and to do, or cause to be done, all things necessary and appropriate to permit the issuance to the holder of the shares of Common Stock issuable upon the -9- 10 exercise of the warrants with respect to which any filing is required under the HSR Act, and (v) reimburse the holder for the entire amount of any filing fee or any other costs and expenses incurred by the holder in connection therewith (including legal fees), or as required to be paid under the HSR Act. (f) QUOTATION ON NASDAQ. The Company shall maintain the designation and quotations, or listing, of its Common Stock on the NASDAQ national market (or on the New York Stock Exchange or the American Stock Exchange) until the date on which none of the Warrants or Warrant Shares remain outstanding. 8. NO RIGHTS AS STOCKHOLDER. The holder of the Warrants shall not, by virtue of holding such Warrants, be entitled to any rights of a stockholder of the Company either at law or in equity, and the rights of the holder of the Warrants are limited to those expressed herein. 9. NOTICES. All notices provided for hereunder shall be in writing and may be given by registered or certified mail, return receipt requested, telex, telegram, telecopier, air courier guaranteeing overnight delivery of personal delivery, if to the holder at the following address: ECT Merchant Investments Corp. 1400 Smith Street Houston, Texas 77002 Attention: Donna Lowry Telecopier: (713) 646-4039 and, if to the Company: Brigham Exploration Company 6300 Bride Point Parkway Building 2, Suite 500 Austin, Texas 78730 Attention: Craig M. Fleming Telecopier: (512) 472-3400 10. GOVERNING LAW. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflict of laws. 11. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction -10- 11 or mutilation of any Warrant Certificate, then, in the absence of notice to the Company that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a substitute Warrant Certificate of the same tenor and evidencing a like number of Warrants. 12. ASSIGNMENT. The holder of this Warrant Certificate shall be entitled, without obtaining the consent of the Company, to transfer or assign its rights, title and interest in (and rights, title and interest under) this Warrant Certificate in whole or in part to any Person or Persons. Upon surrender of this Warrant Certificate to the Company, with the Transfer Form annexed hereto as Exhibit B duly executed, the Company shall, without charge, execute and deliver a new warrant certificate or warrant certificates, identical in form to this Warrant Certificate, evidencing the number of Warrants being transferred pursuant to the Transfer Form in the name of the assignee or assignees named in such Transfer Form. If the holder's entire interest is not being assigned, the Company shall, without charge, execute and deliver one or more new warrant certificates identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number being transferred pursuant to the Transfer Form, and this Warrant Certificate shall promptly be canceled. The terms and provisions of this Warrant Certificate shall inure to the benefit of the holder and its successors and assigns and shall be binding upon the Company and its successors and assigns, including, without limitation, any Person succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. -11- 12 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed as of March 26, 1999, by the undersigned, thereunto duly authorized. BRIGHAM EXPLORATION COMPANY By: ------------------------------ Karen E. Lynch Vice President -12- 13 EXHIBIT A ELECTION TO EXERCISE [To be executed on exercise of the Warrants evidenced by this Warrant Certificate] TO: Brigham Exploration Company The undersigned, the holder of the Warrants evidenced by the attached Warrant Certificate, hereby irrevocably elects to exercise Warrants, and herewith makes payment of ___________________ ($_________) representing the aggregate Exercise Price thereof, and requests that the certificate representing the securities issuable hereunder be issued in the name of ____________________ and delivered to ________________, whose address is_____________________________ Dated: ------------------- Name of Registered Holder: ------------------------------- Signature: ----------------------------------------------- Title: --------------------------------------------------- Address: ------------------------------------------------- NOTICE:- The above signature(s) must correspond with the name as written on the face of the Warrant Certificate in every detail, without alteration or enlargement or any change whatsoever. -13- 14 EXHIBIT B TRANSFER FORM [To be executed only upon transfer of the Warrants evidenced by this Warrant Certificate] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________the Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney-in-Fact, to transfer same on the books of the Company with full power of substitution in the premises. Dated: ------------------- Name of Registered Holder: ------------------------------- Signature: ----------------------------------------------- Title: --------------------------------------------------- Address: ------------------------------------------------- WITNESS: - ----------------------------------- NOTICE: The above signature(s) must correspond with the name as written on the face of the Warrant Certificate in every detail, without alteration or enlargement or any change whatsoever. -14- EX-99.II 3 WARRANT NO. A-4 1 EXHIBIT (ii) WARRANT CERTIFICATE Number of Warrants: 750,000 Warrant No. A-4 This warrant certificate ("Warrant Certificate") certifies that, for value received, JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP is the registered holder of the number of warrants (the "Warrants") set forth above. Each Warrant entitles the holder thereof, at any time or from time to time during the Exercise Period, to purchase from the Company one fully paid and nonassessable share of Common Stock at the Exercise Price, subject to adjustment as provided herein. The Warrants constitute, as of the initial Issuance Date, 4.9206% of the outstanding Common Stock on fully diluted basis including, for purposes of such calculation, the Acquired Shares and the Warrant Shares. Initially capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. This Warrant Certificate amends and restates Warrant No. A-2 issued to Joint Energy Development Investments II Limited Partnership on August 20, 1998. "Common Stock" means the common stock, $.01 par value per share, of the Company and such other class of securities as shall then represent the common equity of the Company. "Company" means Brigham Exploration Company, Delaware corporation. "Exercise Period" means the period of time between the Funding Date, as defined in the Securities Purchase Agreement and 5:00 p.m. (New York City time) on the Expiration Date. "Exercise Price" subject in all circumstances to adjustment in accordance with Section 2, means $3.50. "Expiration Date" means August 22, 2008. "Funding Date" is defined in the Securities Purchase Agreement. "IPO" shall mean the initial public offering of securities of the Company consummated on May 24, 1997, pursuant to registration statement filed under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 2 "Issuance Date" means August 20, 1998. "Person" means any individual, corporation, company, partnership, joint venture, trust limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity. "Price" means the average of the "high" and "low" prices as reported in The Wall Street Journal's listing for such day (corrected for obvious typographical errors) or if such shares are not reported in such listing, the average of the reported "high" and "low" sales prices on the largest national securities exchange (based on the aggregate dollar value of securities listed) on which such shares are listed or traded, or if such shares are not listed or traded on any national securities exchange, then the average of the reported "high" and "low" sales prices for such shares in the over the-counter market, as reported on the National Association of Securities Dealers Automated Quotations System, or, if such prices shall not be reported thereon, the average of the closing bid and asked prices so reported, or, if such prices shall not be reported, then the average of the closing bid and asked prices reported by the National Quotations Bureau Incorporated, or, in all other cases, the Estimated Private Market Equity Value divided by the number of outstanding shares (on a fully diluted basis using the treasury stock method). The "average" Price per share for any period shall be determined by dividing the sum of the Prices determined for the individual trading days in such period by the number of trading days in such period. "Securities Purchase Agreement" means the Securities Purchase Agreement, dated as of August 20, 1998, among the Company, Enron Capital & Trade Resources Corp. and Joint Energy Development Investments II Limited Partnership, individually and as agent. 1. EXERCISE OF WARRANTS. (a) The Warrants may be exercised in whole or in part, at any time or from time to time, during the Exercise Period, by presentation and surrender to the Company at its address set forth in Section 9 of (i) this Warrant Certificate with the Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (ii) payment of the Exercise Price, by bank draft or cashier's check, for the number of Warrants being exercised. If the holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such holder warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in Section 9 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder in substitution for this Warrant Certificate one or more warrant certificates in identical form and for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. -2- 3 (b) To the extent that the Warrants have not been exercised at or prior to the Expiration Date, such Warrants shall expire and the rights of the holder shall become void and of no effect. 2. ANTIDILUTION ADJUSTMENTS. The shares of Common Stock purchasable on exercise of the Warrants are shares of Common Stock as constituted as of the Issuance Date. The number and kind of securities purchasable upon the exercise of the Warrants, and the Exercise Price, shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) Mergers. Consolidations and Reclassifications. In case of any reclassification or change of outstanding securities issuable upon exercise of the Warrants at any time after the Issuance Date (other than a change in par value, or from par value to no par value, or from no par value to par value or as result of subdivision or combination to which subsection 2(b) applies), or in case of any consolidation or merger of the Company with or into another entity or other person (other than a merger with another entity or other person in which the Company is the surviving corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant Certificate), the holder of the Warrants shall have, and the Company, or such successor corporation or other entity, shall covenant in the constituent documents effecting any of the foregoing transactions that such holder does have, the right to obtain upon the exercise of the Warrants, in lieu of each share of Common Stock, other securities, money or other property theretofore issuable upon exercise of a Warrant, the kind and amount of shares of stock, other securities, money or other property receivable upon such reclassification, change, consolidation or merger by a holder of the shares of Common Stock, other securities, money or other property issuable upon exercise of a Warrant if the Warrants had been exercised immediately prior to such reclassification, change, consolidation or merger. The constituent documents effecting any such reclassification, change, consolidation or merger shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this subsection 2(a). The provisions of this subsection 2(a) shall similarly apply to successive reclassifications, changes, consolidations or mergers. (b) Subdivisions and Combinations. If the Company, at any time after the Issuance Date, shall subdivide its shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of shares of Common Stock purchasable upon exercise of the Warrants shall be proportionately increased, as at the effective date of such subdivision, or if the Company shall take a record of holders of its Common Stock for such purpose, as at such record date, whichever is earlier. If the Company, at any time after the Issuance Date, shall combine its shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased, and the number of shares of Common Stock purchasable upon exercise of the Warrants shall be proportionately reduced, as at the effective date -3- 4 of such combination, or if the Company shall take a record of holders of its Common Stock for purposes of such combination, as at such record date, whichever is earlier. (c) Dividends and Distributions. If the Company at any time after the Issuance Date shall declare a dividend on its Common Stock payable in stock or other securities of the Company to the holders of its Common Stock, the holder of this Warrant Certificate shall, without additional cost, be entitled to receive upon any exercise of a Warrant, in addition to the Common Stock to which such holder would otherwise be entitled upon such exercise, the number of shares of stock or other securities which such holder would have been entitled to receive if he had been a holder immediately prior to the record date for such dividend (or, if no record date shall have been established, the payment date for such dividend) of the number of shares of Common Stock purchasable on exercise of such Warrant immediately prior to such record date or payment date, as the case may be. (d) Certain Issuances of Securities. If the Company at any time after the Issuance Date shall issue any additional shares of Common Stock (otherwise than as provided in paragraphs (a) through (c) of this Section 2) at a price per share less than the average Price per share of Common Stock for the 20 trading days immediately preceding the date of the authorization of such issuance (the "Market Price") by the Board of Directors, then the Exercise Price upon each such issuance shall be adjusted to that price determined by multiplying the Exercise Price by fraction: i. the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock multiplied by the Market Price, and (2) the consideration, if any, received by the Company upon the issuance of such additional shares of Common Stock, and ii. the denominator of which shall be the Market Price multiplied by the total number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. No adjustments of the Exercise Price shall be made under this paragraph (d) upon the issuance of any additional shares of Common Stock that (y) are issued pursuant to thrift plans, stock purchase plans, stock bonus plans, stock option plans, employee stock ownership plans and other incentive or profit sharing arrangements for the benefit of employees ("Employee Benefit Plans") that otherwise would cause an adjustment under this paragraph (d); provided that the aggregate number of shares of Common Stock so issued (including the shares issued pursuant to any options, rights or warrants or convertible or exchangeable securities issued under such Employee Benefit Plans containing the right to purchase shares of Common Stock) pursuant to Employee Benefit Plans after the closing date of the IPO, as adjusted for any stock splits, stock dividends or subdivisions or combinations of Common Stock prior to the Expiration Date, shall not in the aggregate exceed 5% -4- 5 of the Company's outstanding Common Stock at the time of such issuance; or (z) are issued pursuant to any Common Stock Equivalent (as hereinafter defined) (i) if upon the issuance of any such Common Stock Equivalent, any such adjustments shall previously have been made pursuant to paragraph (e) of this Section 2 or (ii) if no adjustment was required pursuant to paragraph (e) of this Section 2. (e) Common Stock Equivalents. If the Company shall, after the Issuance Date, issue any security or evidence of indebtedness which is convertible into or exchangeable for Common Stock ("Convertible Security"), or any warrant, option or other right to subscribe for or purchase Common Stock or any Convertible Security, other than pursuant to Employee Benefit Plans (together with Convertible Securities, "Common Stock Equivalent"), or if, after any such issuance, the price per share for which additional shares of Common Stock may be issuable thereunder is amended, then the Exercise Price upon each such issuance or amendment shall be adjusted as provided in subsection (d) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued as of the earlier of (a) the date on which the Company shall enter into firm contract for the issuance of such Common Stock Equivalent, or (b) the date of actual issuance of such Common Stock Equivalent; and (ii) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent; provided however, that no adjustment shall be made pursuant to this subsection (e) unless the consideration received and receivable by the Company per share of Common Stock for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent is less than the Market Price. No adjustment of the Exercise Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Exercise Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). (f) Miscellaneous. The following provisions shall be applicable to the making of adjustments in the Exercise Price hereinbefore provided in this Section 2: i. The consideration received by the Company shall be deemed to be the following: (I) to the extent that any additional shares of Common Stock or any Common Stock Equivalent shall be issued for cash consideration, the consideration received by the Company therefor, or, if such additional shares of Common Stock or Common Stock Equivalent are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or Common Stock Equivalent are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued -5- 6 dividends and without deduction of any compensation, discounts, commissions or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue thereof, (II) to the extent that such issuance shall be for consideration other than cash, then, except as herein otherwise expressly provided, the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors, as evidenced by certified resolution of the Board of Directors delivered to the holder of this Warrant Certificate setting forth such determination. The consideration for any additional shares of Common Stock issuable pursuant to any Common Stock Equivalent shall be the consideration received by the Company for issuing such Common Stock Equivalent, plus the additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock Equivalent. In case of the issuance at any time of any additional shares of Common Stock or Common Stock Equivalent in payment or satisfaction of any dividend upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or Common Stock Equivalent (which shall not be deemed to be dividend payable in, or other distribution of, Common Stock under subsection (c) above) consideration equal to the amount of such dividend so paid or satisfied. ii. Upon the expiration of the right to convert, exchange or exercise any Common Stock Equivalent the issuance of which effected an adjustment in the Exercise Price, if any such Common Stock Equivalent shall not have been converted, exercised or exchanged, the number of shares of Common Stock deemed to be issued and outstanding because they were issuable upon conversion, exchange or exercise of any such Common Stock Equivalent shall no longer be computed as set forth above, and the Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of subsection (d) after the issuance of such Common Stock Equivalent) had the adjustment of the Exercise Price made upon the issuance or sale of such Common Stock Equivalent been made on the basis of the issuance only of the number of additional shares of Common Stock actually issued upon exercise, conversion or exchange of such Common Stock Equivalent and thereupon only the number of additional shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company (computed as in subparagraph (i) of this paragraph (f)) shall be deemed to have been received by the Company. iii. The number of shares of Common Stock at any time outstanding shall not include any shares thereof then directly or indirectly owned or held by or for the account of the Company or its wholly owned subsidiaries. -6- 7 iv. For the purposes of this Section 2, the term "shares of Common Stock" shall mean shares of (i) the class of stock designated as the Common Stock at the date hereof or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. If at any time, because of an adjustment pursuant to subsection (a), the Warrants shall entitle the holders to purchase any securities other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 2. (g) Calculation of Exercise Price. The Exercise Price in effect from time to time shall be calculated to four decimal places and rounded to the nearest thousandth. 3. NOTICE OF ADJUSTMENTS. Whenever the Exercise Price or the number of shares of Common Stock is required to be adjusted as provided in Section 2, the Company shall forthwith compute the adjusted Exercise Price or the number of shares of Common Stock issuable and shall prepare and mail to the holder hereof a certificate setting forth such adjusted Exercise Price or such number of shares of Common Stock, showing in reasonable detail the facts upon which the adjustment is based. 4. VOLUNTARY REDUCTION. (a) The Company may at its option, but shall not be obligated to, at any time during the term of the Warrants, reduce the then current Exercise Price by any amount selected by the Board of Directors; provided that if the Company elects so to reduce the then current Exercise Price, such reduction shall be irrevocable during its effective period and remain in effect for minimum of 30 days following the date of such election, after which time the Company may, at its option, reinstate the Exercise Price in effect prior to such reduction. Whenever the Exercise Price is reduced, the Company shall mail to the holder notice of the reduction at least 30 days before the date the reduced Exercise Price takes effect, stating the reduced Exercise Price and the period for which such reduced Exercise Price will be in effect. (b) The Company may make such decreases in the Exercise Price, in addition to those required or allowed by this Section 4, as shall be determined by it, as evidenced by certified resolution of the Board of Directors delivered to the holders, to be advisable to avoid or diminish any income tax to the holder resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. -7- 8 5. NOTICES TO WARRANT HOLDERS. In the event: (a) the Company shall authorize any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or sale of all or substantially all of the assets of the Company, or of any reclassification or change of the Common Stock or other securities issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of subdivision or combination), or a tender offer or exchange offer for shares of Common Stock (or other securities issuable upon the exercise of the Warrants); or (b) the Company shall declare any dividend (or any other distribution) on the Common Stock or any other class of its capital stock; or (c) the Company shall authorize the granting to the holders of Common Stock or any other class of its capital stock of rights or warrants to subscribe for or purchase any shares of any class or series of capital stock or any other securities convertible into or exchangeable for shares of stock; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be sent to the holder hereof, at least 30 days prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (x) the date for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) entitled to receive any such dividends or other distribution, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock (or other securities issuable upon the exercise of the Warrants), or (z) the date on which any of the events specified in subsections (a)-(d) is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shall be entitled to exchange such shares for securities or other property, if any, deliverable upon any such event. Failure to give such notice or any defect therein shall not affect the legality or validity of any such event, or the vote upon any such action. 6. REPORTS TO WARRANT HOLDERS. The Company will cause to be delivered, by first-class mail, postage prepaid, to the holder at such holder's address appearing hereon, or such other address as the holder shall specify, a copy of any reports delivered by the Company to the holders of Common Stock. -8- 9 7. COVENANTS OF THE COMPANY. The Company covenants and agrees that: (a) Until the Expiration Date, the Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock (and other securities), for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock (and other securities) upon the exercise of the Warrants, the number of shares of Common Stock (and other securities) issuable upon the exercise of such Warrants. (b) The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of new warrant certificates on transfer of the Warrants. (c) All Common Stock (and other securities) which may be issued upon exercise of the Warrants shall upon issuance be validly issued, fully paid, non-assessable and free from all preemptive rights and all taxes, liens and charges with respect to the issuance thereof, and will not be subject to any restrictions on voting or transfer thereof except as set forth in any stockholders agreement. (d) All original issue taxes payable in respect of the issuance of shares of Common Stock to the registered holder hereof upon the exercise of the Warrants shall be borne by the Company; provided, that the Company shall not be required to pay any tax or charge imposed in connection with any transfer involved in the issuance of any certificate representing shares of Common Stock (and other securities) in any name other than that of the registered holder hereof, and in such case the Company shall not be required to issue or deliver any certificate representing shares of Common Stock (and other securities) until such tax or other charge has been paid or it has been established to the Company's satisfaction that no such tax or charge is due. (e) As soon as practicable after the receipt from the holder of this Warrant Certificate of notice of the exercise of number of warrants sufficient to require filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules, regulations and formal interpretations thereunder, as amended from time to time (the "HSR Act"), but in any event no later than the 10th business day after receipt of such notice, the Company will (i) prepare and file with the Antitrust Division of the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC") the Notification and Report Form (accompanied by all documentary attachments contemplated thereby) required by the HSR Act, (ii) upon the request of the holder, request early termination of the waiting period imposed by the HSR Act, (iii) coordinate and cooperate with the holder in responding to formal and informal requests for additional information and documentary material from the DOJ and the FTC in connection with such filing, (iv) use its best efforts to take, or cause to be taken, all reasonable action and to do, or cause to be done, all things necessary and appropriate to permit the issuance to the holder of the shares of Common Stock issuable upon the -9- 10 exercise of the warrants with respect to which any filing is required under the HSR Act, and (v) reimburse the holder for the entire amount of any filing fee or any other costs and expenses incurred by the holder in connection therewith (including legal fees), or as required to be paid under the HSR Act. (f) QUOTATION ON NASDAQ. The Company shall maintain the designation and quotations, or listing, of its Common Stock on the NASDAQ national market (or on the New York Stock Exchange or the American Stock Exchange) until the date on which none of the Warrants or Warrant Shares remain outstanding. 8. NO RIGHTS AS STOCKHOLDER. The holder of the Warrants shall not, by virtue of holding such Warrants, be entitled to any rights of a stockholder of the Company either at law or in equity, and the rights of the holder of the Warrants are limited to those expressed herein. 9. NOTICES. All notices provided for hereunder shall be in writing and may be given by registered or certified mail, return receipt requested, telex, telegram, telecopier, air courier guaranteeing overnight delivery of personal delivery, if to the holder at the following address: Joint Energy Development Investments II Limited Partnership. 1400 Smith Street Houston, Texas 77002 Attention: Donna Lowry Telecopier: (713) 646-4039 and, if to the Company: Brigham Exploration Company 6300 Bride Point Parkway Building 2; Suite 500 Austin, Texas 78730 Attention: Craig M. Fleming Telecopier: (512) 472-3400 10. GOVERNING LAW. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflict of laws. 11. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate, then, in the absence of notice to the Company that such -10- 11 Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a substitute Warrant Certificate of the same tenor and evidencing a like number of Warrants. 12. ASSIGNMENT. The holder of this Warrant Certificate shall be entitled, without obtaining the consent of the Company, to transfer or assign its rights, title and interest in (and rights, title and interest under) this Warrant Certificate in whole or in part to any Person or Persons. Upon surrender of this Warrant Certificate to the Company, with the Transfer Form annexed hereto as Exhibit B duly executed, the Company shall, without charge, execute and deliver a new warrant certificate or warrant certificates, identical in form to this Warrant Certificate, evidencing the number of Warrants being transferred pursuant to the Transfer Form in the name of the assignee or assignees named in such Transfer Form. If the holder's entire interest is not being assigned, the Company shall, without charge, execute and deliver one or more new warrant certificates identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number being transferred pursuant to the Transfer Form, and this Warrant Certificate shall promptly be canceled. The terms and provisions of this Warrant Certificate shall inure to the benefit of the holder and its successors and assigns and shall be binding upon the Company and its successors and assigns, including, without limitation, any Person succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. -11- 12 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed as of March 26, 1999, by the undersigned, thereunto duly authorized. BRIGHAM EXPLORATION COMPANY By: --------------------------------- Karen E. Lynch Vice President -12- 13 EXHIBIT A ELECTION TO EXERCISE [To be executed on exercise of the Warrants evidenced by this Warrant Certificate] TO: Brigham Exploration Company The undersigned, the holder of the Warrants evidenced by the attached Warrant Certificate, hereby irrevocably elects to exercise Warrants, and herewith makes payment of ________________________ ($____________) representing the aggregate Exercise Price thereof, and requests that the certificate representing the securities issuable hereunder be issued in the name of ______________________ and delivered to _______________________, whose address is __________________________. Dated: ------------------------ Name of Registered Holder: --------------------------------- Signature: ------------------------------------------------- Title: ----------------------------------------------------- Address: --------------------------------------------------- NOTICE: The above signature(s) must correspond with the name as written on the face of the Warrant Certificate in every detail, without alteration or enlargement or any change whatsoever. -13- 14 EXHIBIT B TRANSFER FORM [To be executed only upon transfer of the Warrants evidenced by this Warrant Certificate] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ the Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney-in-Fact, to transfer same on the books of the Company with full power of substitution in the premises. Dated: ------------------------ Name of Registered Holder: --------------------------------- Signature: ------------------------------------------------- Title: ----------------------------------------------------- Address: --------------------------------------------------- WITNESS: - ---------------------------------------- NOTICE: The above signature(s) must correspond with the name as written on the face of the Warrant Certificate in every detail, without alteration or enlargement or any change whatsoever. -14- EX-99.III 4 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT (iii) AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment") dated as of March 26, 1999, among Brigham Exploration Company, Delaware corporation (the "Company"), Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership ("JEDI-II"), and ECT Merchant Investments Corp, ("ECT Merchant"), amends the Registration Rights Agreement dated as of August 20, 1998 among the Company, JEDI-II and Enron Capital & Trade Resources Corp., a Delaware corporation ("ECT"). NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: ARTICLE I MODIFICATION OF DEFINITION OF WARRANTS AND WARRANT SHARES Section 1.01. Definition of Warrant. "Warrants" means the Warrants issued by the Company to JEDI-II and ECT Merchant as of the date hereof for the purchase of an aggregate of 1,000,000 shares of Common Stock, evidenced as of the date hereof by Warrant Certificates Nos. A-3 and A-4, and any Warrants issued upon the transfer thereof or in substitution therefor, as the same may be amended from time to time. Section 1.02. Definition of Warrant Shares. "Warrant Shares" shall mean the shares of Common Stock and other securities receivable upon exercise of the Warrants. ARTICLE II MISCELLANEOUS Section 2.01 Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts and all of such counterparts shall together constitute one and the same instrument. Section 2.02 Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of Texas and the United States of America. Section 2.01 Descriptive Headings Etc. The descriptive headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 2 IN WITNESS WHEREOF, the parties have executed this Amendment to Registration Rights Agreement as of the date first written above. BRIGHAM EXPLORATION COMPANY By: ------------------------------ Karen E. Lynch Vice President JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP By: Enron Capital Management II Limited Partnership, its General Partner By: Enron Capital 11 Corp., its General Partner By: ---------------------------------------- Mark J. Warner Agent and Attorney-in-fact ECT MERCHANT INVESTMENTS CORP. By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- -2- -----END PRIVACY-ENHANCED MESSAGE-----