1ST Amendment To Warrant Agreement

EXHIBIT 10.4


EXECUTION COPY


FIRST AMENDMENT TO WARRANT AGREEMENT


THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this "Amendment") dated as of February 17, 2000 is between Brigham Exploration Company, a Delaware corporation ("Issuer") and Bank of Montreal, a Canadian bank (the "Warrant Holder" or "BMO").


RECITALS


A. Brigham Oil & Gas, L.P., a Delaware limited partnership (the "Borrower"), BMO and Societe Generale Southwest Agency (the "Prior Lenders") previously entered into that certain Credit Agreement dated as of January 26, 1998, as amended by First Amendment to Credit Agreement dated as of August 20, 1998, Second Amendment to Credit Agreement dated as of March 26, 1999, Third Amendment to Credit Agreement dated as of July 19, 1999 and Fourth Amendment to Credit Agreement dated as of October 7, 1999 (such Credit Agreement as amended called the "Prior Credit Agreement"), pursuant to which the Prior Lenders agreed to make certain loans and extensions of credit to the Borrower as evidenced by those certain promissory notes in the aggregate principal amount of $75,000,000 (the "Prior Notes").


B. By Partial Assignment of Notes of even date herewith Shell Capital Inc. ("SCI") has acquired an interest in the Prior Notes and a like interest in all security for the payment of the Prior Notes and the performance of the Borrower's obligations under the Prior Credit Agreement; and


C. The Prior Lenders and SCI (collectively, the "Lenders") have agreed to provide senior secured debt in the amount of up to $75,000,000 consisting of a rearrangement of the Prior Notes and advances to the Borrower, and the Borrower, BMO as Agent (the "Agent") and the Lenders are entering into that certain Amended and Restated Credit Agreement (the "Credit Agreement") of even date herewith which amends and restates in its entirety the Prior Credit Agreement and Prior Notes; and


D. Issuer and BMO now desire to amend certain provisions of the Warrant Agreement dated as of July 19, 1999 between Issuer and BMO (the "Warrant Agreement") in recognition of the benefits Issuer will obtain under the Credit Agreement.


NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, Issuer and BMO hereby agree that the Warrant Agreement shall be amended as follows:


Section 1. Certain Definitions. As used in this Amendment, the terms "Agent", "Amendment", "Borrower", "Credit Agreement", "Issuer", "BMO", "SCI", "Lenders", "Prior Credit Agreement", "Prior Lenders," "Prior Notes", and "Warrant Agreement" shall have the meanings indicated above; and unless otherwise defined herein, all terms beginning with a capital letter which are defined in the Warrant Agreement shall have ...