8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2011

BRIGHAM EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-34224	75-2692967
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6300 Bridgepoint Pkwy, Bldg. Two, Suite 500, Austin, Texas	78730
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 427-3300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 16, 2011, Brigham Oil & Gas, L.P. (“Borrower”), Brigham Exploration Company (the “Company”) and Brigham Inc. (the “GP” and together with Borrower and the Company, collectively, “Brigham”) entered into a First Amendment (the “First Amendment”) to Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) among Brigham, each of the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders.

The First Amendment amends the Credit Agreement to provide that the maximum permitted senior note amount shall automatically increase (up to a maximum of $600 million) upon the issuance of senior notes between the effective date of the First Amendment and the date of the next borrowing base redetermination by an amount equal to the aggregate principal amount of the senior notes issued minus the aggregate principal amount of any senior notes redeemed, retired or purchased with the proceeds from the sale or issuance of such senior notes.

A copy of the First Amendment is attached hereto as Exhibit 10.33 and is incorporated herein by reference. The description of the First Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the First Amendment.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See “Item 1.01—Entry into a Material Definitive Agreement” for a description of the First Amendment.

Item 7.01. Regulation FD Disclosure.

The Company is also furnishing a press release dated May 16, 2011, which announced drilling acceleration, continued acreage acquisition success, a capital budget increase and operational results. The text of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On May 16, 2011, the Company announced that it plans to offer $250 million principal amount of senior notes due 2019 (“New Senior Notes”). The Company intends to use the net proceeds from the New Senior Notes offering to fund portions of the Company’s 2011 and 2012 capital budgets and for general corporate purposes.

The New Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The New Senior Notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act.

A copy of the press release relating to the offering of New Senior Notes is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed (other than Exhibits 99.1 and 99.2, which are furnished) as part of this current report on Form 8-K:

Exhibit No.		Item
	10.33	First Amendment to the Fifth Amended and Restated Credit Agreement dated as of February 23, 2011 by and among Brigham, the Lenders and Bank of America, N.A., as administrative agent for the Lenders.
	99.1	Press release dated May 16, 2011
	99.2	Press release dated May 16, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BRIGHAM EXPLORATION COMPANY
Date: May 16, 2011	By:	/s/ EUGENE B. SHEPHERD, JR.
		Name:	Eugene B. Shepherd, Jr.
		Title:	Executive Vice President & Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Item
	10.33	First Amendment to the Fifth Amended and Restated Credit Agreement dated as of February 23, 2011 by and among Brigham, the Lenders and Bank of America, N.A., as administrative agent for the Lenders.
	99.1	Press release dated May 16, 2011
	99.2	Press release dated May 16, 2011

EX-10.33

Exhibit 10.33

FIRST AMENDMENT

This FIRST AMENDMENT (“Amendment”) dated as of May 16, 2011 (the “Effective Date”) is by and among Brigham Oil & Gas, L.P., a Delaware limited partnership (the “Borrower”), Brigham Exploration Company, a Delaware corporation (“Brigham Exploration”), Brigham Inc., a Nevada corporation (the “General Partner”, together with Brigham Exploration, each a “Guarantor” and collectively the “Guarantors”, and together with Brigham Exploration and the Borrower, each a “Credit Party” and collectively the “Credit Parties”), the Lenders party hereto, and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the Guarantors, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent are parties to the Fifth Amended and Restated Credit Agreement, dated as of February 23, 2011 (the “Credit Agreement”);

WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as provided for herein, subject to the conditions herein;

NOWTHEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Defined Terms. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning given such term in the Credit Agreement.

Section 2. Amendment to the Credit Agreement.

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical order:

“2011 Permitted Senior Notes” means the Permitted Senior Notes issued and sold during the period from the First Amendment Effective Date through the date of the Borrowing Base redetermination provided for in Section 2.02(b) scheduled to occur after the delivery of the Internal Engineering Report due October 1, 2011.

“First Amendment Effective Date” means May 16, 2011.

(b) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of “Maximum Permitted Senior Note Amount” with the following definition:

“Maximum Permitted Senior Note Amount” means $300,000,000; provided that in connection with the issuance of the 2011 Permitted Senior Notes the Maximum Permitted Senior Note Amount shall automatically increase (up to but not exceeding $600,000,000) by an amount equal to (i) the stated aggregate principal amount of the 2011 Permitted Senior Notes issued minus (ii) the aggregate principal amount of any Permitted Senior Notes redeemed, retired or purchased with the proceeds from the sale or issuance of the 2011 Permitted Senior Notes.

Section 3. Conditions to Effectiveness. This Amendment shall become effective as of the Effective Date when the Administrative Agent has received counterparts hereof duly executed by the Borrower, each Guarantor, the Administrative Agent and the Majority Lenders.

Section 4. Representations and Warranties. Each Credit Party hereby represents and warrants that after giving effect hereto:

(a) the representations and warranties of such Credit Party contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date; and

(b) no Default or Event of Default has occurred and is continuing.

Section 5. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Credit Agreement are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Obligations (subject to the terms of Article VIII of the Credit Agreement), as such Obligations may have been amended by this Amendment. Each Guarantor hereby acknowledges that its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by the Guarantors in connection with the execution and delivery of consents, waivers or amendments to the Credit Agreement or any of the other Loan Documents.

Section 6. Effect of Amendment,

(a) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Issuing Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

(b) Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

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(c) This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

(d) Except as specifically modified above, the Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

Section 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

Section 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile of an executed counterpart of this Amendment, or of an executed signature page of this Agreement, shall be deemed to constitute due and sufficient delivery of such counterpart.

[Remainder of Page Intentionally Left Blank]

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INWITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers to be effective as of the Effective Date.

BORROWER: BRIGHAM OIL & GAS, L.P.
By:	Brigham, Inc., its general partner
By:	/s/ Eugene B. Shepherd, Jr.
	Eugene B. Shepherd, Jr.
	Executive Vice President and Chief Financial Officer
GUARANTORS: BRIGHAM EXPLORATION COMPANY
By:	/s/ Eugene B. Shepherd, Jr.
	Eugene B. Shepherd, Jr.
	Executive Vice President and Chief Financial Officer
BRIGHAM, INC.
By:	/s/ Eugene B. Shepherd, Jr.
	Eugene B. Shepherd, Jr.
	Executive Vice President and Chief Financial Officer

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Jeffrey M. Rush
	Name:	Jeffrey M. Rush
	Title:	Managing Director

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

LENDERS: BANK OF AMERICA, N.A.
By:	/s/ Jeffrey H. Rathkamp
	Jeffrey H. Rathkamp
	Managing Director

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

THE ROYAL BANK OF SCOTLAND plc
By:	/s/ Steve Ray
	Name:	Steve Ray
	Title:	Director

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

BNP PARIBAS
By:	/s/ Richard Hawthorne
	Name:	Richard Hawthorne
	Title:	Director
By:	/s/ Betsy Joche
	Name:	Betsy Joche
	Title:	Director

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

NATIXIS
By:	/s/ Donovan C. Broussard
	Name:	Donovan C. Broussard
	Title:	Managing Director
By:	/s/ Louis P. Laville, III
	Name:	Louis P. Laville, III
	Title:	Managing Director

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ Peter Shen
	Name:	Peter Shen
	Title:	Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Mikhail Faybusovich
	Name:	Mikhail Faybusovich
	Title:	Director
By:	/s/ Vipul Dhadda
	Name:	Vipul Dhadda
	Title:	Associate

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

COMPASS BANK
By:	/s/ Spencer Stasney
	Name:	Spencer Stasney
	Title:	Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

COMERICA BANK
By:	/s/ Justin Crawford
	Name:	Justin Crawford
	Title:	Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

ROYAL BANK OF CANADA
By:	/s/ Jay Sartain
	Name:	Jay Sartain
	Title:	Authorized Signatory

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

UNION BANK, N.A.
By:	/s/ Scott Gildea
	Name:	Scott Gildea
	Title:	Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

U.S. BANK, NATIONAL ASSOCIATION
By:	/s/ John C. Lozano
	Name:	John C. Lozano
	Title:	Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

BANK OF SCOTLAND PLC, NEW YORK BRANCH
By:	/s/ Julia R. Franklin
	Name:	Julia R. Franklin
	Title:	Assistant Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

WELLS FARGO BANK, N.A.
By:	/s/ Scott Hodges
	Name:	Scott Hodges
	Title:	Director & Senior Relationship Manager

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

AMEGY BANK, NATIONAL ASSOCIATION
By:	/s/ Mark A. Serice
	Name:	Mark A. Serice
	Title:	Senior Vice President

Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.

EX-99.1

Exhibit 99.1

NEWS RELEASE
FOR IMMEDIATE RELEASE

BRIGHAM EXPLORATION ANNOUNCES DRILLING ACCELERATION, CONTINUED ACREAGE ACQUISITION SUCCESS, CAPITAL BUDGET INCREASE AND PROVIDES AN OPERATIONAL UPDATE

Austin, TX — May 16 , 2011 — Brigham Exploration Company (NASDAQ: BEXP) announced that it is accelerating its pace of drilling operations in the Williston Basin and expects to be at 10 operated rigs by July 2011, which is approximately six months ahead of its previously announced schedule. Brigham also announced that it has further expanded its Williston Basin acreage position, primarily as a result of an acquisition in its core de-risked area, and that it currently holds 378,100 net acres, 224,400 of which are located in its core operating projects. As a result of its drilling acceleration and acreage acquisitions, Brigham announced that it has increased its oil and gas capital expenditure budget to $835.5 million. Brigham also provided an update on its drilling and completion activities in the Williston Basin.

Drilling Acceleration

Brigham announced that it will accelerate its pace of operated drilling activities in the Williston Basin by adding rig eight later this month, rig nine in June 2011 and rig 10 in late June or early July 2011. Its 11^th and 12^th operated rigs are anticipated to be added in the first quarter 2012 and will be specially built walking rigs capable of maximizing efficiencies associated with smart pad drilling. As a result of the acceleration, Brigham anticipates that an additional 8.2 net wells will be spud in 2011.

Williston Basin Acreage Acquisition

Brigham has entered into a binding agreement to acquire additional acreage in the Williston Basin, largely in its core de-risked project areas. As a result of the transaction, which is expected to close in approximately 30 days, Brigham will have approximately 378,100 net acres in the Williston Basin, of which 224,400 are located in its core operating areas. Including the aforementioned transaction, Brigham approximates that its core de-risked drilling inventory now totals 783 net remaining drilling locations.

Updated Oil and Gas Capital Expenditure Budget

As a result of its drilling acceleration and acreage acquisitions Brigham announced that it is increasing its oil and gas capital expenditure budget to $835.5 million in 2011. The bulk of the increase will fund the capital spent in 2011 to drill 8.2 additional net Williston Basin wells, additional acreage acquisitions and the construction of additional support infrastructure to add rail yard facilities west of the Nesson Anticline to create efficiencies for the unloading of oil and gas tubulars and proppant. The expansion of the 2011 capital budget, as is reflected below, is subject to securing additional external capital.

	Initial 2011		May Revised
	Budget		2011 Budget
Drilling	$	582.1	$	669.2
Land		27.4		79.2
Support Infrastructure		83.2		87.1
Oil and gas capital expenditures	$	692.7	$	835.5

Williston Basin Operated Drilling and Completion Update

Brigham’s accelerated development of its acreage in North Dakota and Montana is proceeding with four operated rigs drilling in Rough Rider, two operated rigs drilling in Ross and one operated rig drilling in Montana.

In North Dakota, Brigham is currently drilling a Three Forks well in its Rough Rider project area in Williams County and has a Three Forks well waiting on completion in its Ross project area in Mountrail County. Two additional Three Forks wells are anticipated to spud in Rough Rider by mid-summer, both of which are in McKenzie County.

In Montana, Brigham recently completed drilling operations on the Gobbs 17-8 #1H, which is located in Roosevelt County, and will drill two consecutive additional wells in Montana, one of which is located in Roosevelt County and the other in Richland County.

Brigham currently has five wells flowing back, three wells fracing, two of which are being simultaneously fracture stimulated (“zipper fraced”), and 14 wells waiting on completion. To date, Brigham has completed 61 consecutive long lateral high frac stage wells in North Dakota at an average early 24-hour peak rate of approximately 2,880 barrels of oil equivalent.

Brigham is currently running two fully dedicated frac crews focused on completing Brigham operated horizontal wells in the basin. Brigham estimates that it will be capable of fracture stimulating and bringing on line to production a minimum of eight wells per month, with the goal of achieving 10 fracs per month due to the efficiencies gained by zipper fracs.

Management Comments

Bud Brigham, the Chairman, President and CEO, commented, “We’re very excited to announce additional acceleration in the Williston Basin and expect to reach 10 operated rigs by July, roughly six months ahead of our previously announced plan. We believe that our smart pad efficiency initiatives, which incorporate zipper fracs, provide us the flexibility to ramp our operated rig count earlier than anticipated without the need to secure incremental pressure pumping capacity. Given our deep de-risked drilling inventory on our growing core acreage in the Williston Basin, this acceleration helps to accrete additional net asset value to our stockholders by pulling forward wells in the current period that would have otherwise been drilled much later. As we progress and gain more experience with the anticipated efficiencies in drilling and completing our wells utilizing our smart pads, we will revisit our production estimates for the full year 2011 and expect to update production guidance on our second quarter conference call.”

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Bud Brigham continued, “Our Land Department continues to exceed expectations with acreage additions that have increased our overall position in the Williston Basin by 13,800 net acres since last year. The majority of the acreage has been added to our core areas in Rough Rider and Montana at favorable per acre rates relative to other recently announced transactions. In addition, included in the updated land capital budget is capital that we have included to continue with our ground floor leasing efforts for the remainder of 2011. In total, we now estimate that we have 783 net de-risked locations remaining to be drilled. If we and other operators continue to see positive results in the Three Forks in Rough Rider, we believe our core de-risked inventory could be as high as 1,283 net remaining locations.”

About Brigham Exploration

Brigham Exploration Company is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. For more information about Brigham Exploration, please visit our website at www.bexp3d.com or contact Investor Relations at 512-427-3444.

Forward-Looking Statement Disclosure

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those contained in the forward-looking statements include early initial production rates which decline steeply over the early life of wells, particularly our Williston Basin horizontal wells for which we estimate the average monthly production rates may decline by approximately 70% in the first twelve months of production, our growth strategies, our ability to successfully and economically explore for and develop oil and gas resources, anticipated trends in our business, our liquidity and ability to finance our exploration and development activities, market conditions in the oil and gas industry, our ability to make and integrate acquisitions, the impact of governmental regulation and other risks more fully described in the company’s filings with the Securities and Exchange Commission. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements may be expressed differently. All forward-looking statements contained in this release, including any forecasts and estimates, are based on management’s outlook only as of the date of this release, and we undertake no obligation to update or revise these forward-looking statements, whether as a result of subsequent developments or otherwise.

Contact: Rob Roosa, Director of Finance & Investor Relations
(512) 427-3300

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EX-99.2

Exhibit 99.2

Brigham Exploration Announces $250 Million Offering of Senior Notes Due 2019

AUSTIN, TX, May 16, 2011 (MARKETWIRE via COMTEX) –

Brigham Exploration Company (NASDAQ: BEXP) announced today that it has launched an offering for $250 million of senior notes due 2019 (“Senior Notes”). The offering of the Senior Notes, which is subject to market availability as well as other conditions, will be made only to qualified institutional buyers and to buyers outside the United States in compliance with Regulation S.

Brigham intends to use the net proceeds to fund portions of its 2011 and 2012 capital budgets and for general corporate purposes.

The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and state securities laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes.

Forward-Looking Statement Disclosure

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those contained in the forward-looking statements include initial production rates which decline steeply over the early life of wells, particularly our Williston basin horizontal wells for which we estimate the average monthly production rates may decline by approximately 70% in the first twelve months of production, our growth strategies, our ability to successfully and economically explore for and develop oil and gas resources, anticipated trends in our business, our liquidity and ability to finance our exploration and development activities, market conditions in the oil and gas industry, our ability to make and integrate acquisitions, the impact of governmental regulation and other risks more fully described in the company’s filings with the Securities and Exchange Commission. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements may be expressed differently. All forward-looking statements contained in this release, including any forecasts and estimates, are based on management’s outlook only as of the date of this release, and we undertake no obligation to update or revise these forward-looking statements, whether as a result of subsequent developments or otherwise.

Contact:

Rob Roosa
Director of Finance and Investor Relations
(512) 427-3300