Exhibit
10.15


	
  

  	
  John M. Tyson

  
	
   

  	
  Vice President

  
	
   

  	
  (918) 595-3189

  
	
   

  	
  (918) 280-3368 (fax)

  



 


May 4, 2004


 


Helmerich & Payne International Drilling Co.

1437 South Boulder Avenue

Tulsa, Oklahoma 74119


Attention:  Mr. Douglas E. Fears, Vice President


Re:                       Second Amendment to Credit Agreement


Gentlemen/Ladies:


Reference is made to the Credit Agreement dated July
16, 2002, between Helmerich & Payne International Drilling Co. (the “Borrower”),
Helmerich & Payne, Inc., the several Lenders from time to time thereto (the
“Lenders”) and Bank of Oklahoma, National Association, as Administrative Agent
(the “Administrative Agent”), as amended by that certain First Amendment to
Credit Agreement dated July 15, 2003 (the Credit Agreement, as amended by the
First Amendment thereto, is hereinafter referred to as the “Credit Agreement”).
Capitalized terms used in this letter and not otherwise defined have the
meanings assigned to them in the Credit Agreement. “BOk” refers to Bank of
Oklahoma, National Association, as a Lender under the Credit Agreement.


This letter will serve to confirm that (i) pursuant to
Section 2.5(a) of the Credit Agreement, the Borrower has given proper written
notice to the Administrative Agent of the Borrower’s intent to reduce the Aggregate
Revolving Committed Amount from $125,000,000.00 to $50,000,000.00, effective as
of May 4, 2004, and that (ii) effective as of May 4, 2004, each of the Lenders
(other than BOk) has transferred and assigned to BOk all of their rights and
obligations under the Credit Agreement, including the Notes originally executed
and delivered to such other Lenders pursuant to the Credit Agreement.  Accordingly, as of May 4, 2004: (i) the
Aggregated Revolving Committed Amount is $50,000,000.00; (ii) BOk is the sole lender
under the Credit Agreement, having a Revolving Committed Amount of
$50,000,000.00; (iii) the Notes executed and delivered by the Borrower to each
of the other Lenders have been assigned to BOk and will be cancelled by BOk;
and (iv) the Borrower’s Note dated July 16, 2002, payable to the order of BOk
in the stated principal amount of $50,000,000.00 is the only Note outstanding
under the Credit Agreement evidencing the Revolving Loans.



   
 






 



 


Further, the
Credit Agreement is amended as follows, effective immediately:


(A)        the
Non-Use Fee described in Section 3.2(a) of the Credit Agreement is hereby
deleted;


(B)          Section
7.12 (Liquidity Maintenance) of the Credit Agreement is hereby deleted; and


(C)          All
references in the Credit Agreement to the Swingline Commitment, the Swingline
Loans and the Swingline Commitment, and all provisions of the Credit Agreement
pertaining to the Swingline Commitment and the Swingline Loans (including
Section 2.1(c), will have no further force or effect for so long as BOk is the
only Lender under the Credit Agreement.


This letter agreement is intended to be and shall be
construed as an amendment to the Credit Agreement.  The remaining terms, provisions and
conditions set forth in the Credit Agreement shall remain in full force and effect.


Please indicate your concurrence with the foregoing
where indicated below. This letter agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which shall
constitute a single agreement. This letter agreement may be executed in
counterparts. Transmission by facsimile of an executed counterpart of this
letter agreement shall be deemed to constitute due and sufficient delivery of
such counterpart and such facsimile shall be deemed to be an original counterpart
of this letter agreement.


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  BANK OF
  OKLAHOMA, NATIONAL

  ASSOCIATION, as Lender and as Administrative

  Agent 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M.
  Tyson

  	
   

  
	
   

  	
   

  	
  John M. Tyson, Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO EFFECTIVE AS OF MAY 4, 2004:

  
	
   

  
	
  HELMERICH &
  PAYNE INTERNATIONAL DRILLING CO.

  
	
   

  
	
   

  
	
  By:

  	
     /s/
  Douglas E. Fears

  	
   

  
	
  Name:

  	
  Douglas E. Fears

  	
   

  
	
  Title:

  	
   Vice
  President

  	
   

  
							



 



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  ACCEPTED AND AGREED TO
  EFFECTIVE AS OF MAY 4, 2004:

  
	
   

  
	
  HELMERICH &
  PAYNE, INC.

  
	
   

  
	
   

  
	
  By:

  	
     /s/
  Douglas E. Fears

  	
   

  
	
  Name:

  	
  Douglas E. Fears

  	
   

  
	
  Title:

  	
    Vice
  President

  	
   

  
					



 



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