Exhibit 10.14


 


FIRST
AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of
July 15, 2003 (the “Effective Date”), by and among HELMERICH & PAYNE
INTERNATIONAL DRILLING CO., a Delaware corporation (the “Borrower”),
HELMERICH & PAYNE, INC., a Delaware corporation (the “Parent”), the
Persons identified as a “Lender” on the signature pages of this Amendment (the “Lenders”),
and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as Administrative Agent for the
Lenders (in such capacity, the “Administrative Agent”), with reference
to the following:


RECITALS


A.            The Borrower, the
Parent, the Lenders and the Administrative Agent are parties to that certain
Credit Agreement dated July 16, 2002 (the “Credit Agreement”).
Capitalized terms used in this Amendment and not otherwise defined herein have
the respective meanings assigned to them in the Credit Agreement, and the rules
of construction set forth in the Credit Agreement shall also govern the
construction and interpretation of this Amendment.


B.            Pursuant to the
Credit Agreement, the Lenders established the Facility in favor of the
Borrower.


C.            The Borrower has
requested that the Lenders (i) extend the Revolving Commitment Termination Date
to July 13, 2004, (ii) extend the Facility Maturity Date to June 30, 2006, and
(iii) increase the LOC Committed Amount from $25,000,000 to $35,000,000.


D.            The Lenders have agreed to the foregoing requests,
subject to the terms and conditions set forth in this Amendment.


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby amend the Credit
Agreement as follows:


1.             EXTENSION OF THE FACILITY.  As of the Effective Date:


(i)            the Revolving Commitment Termination
Date as defined in Section 1.1 of the Credit Agreement is extended to July 13,
2004 and the definition of “Revolving Commitment Termination Date” appearing in
Section 1.1 of the Credit Agreement is amended in its entirety to read as
follows:


“Revolving
Commitment Termination Date” means July 13, 2004, or such later
date to which the Revolving Commitment Termination Date may be extended from
time to time pursuant to Section 2.5(c).



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(ii)           the Facility Maturity Date is
extended to June 30, 2006, and the reference to “June 30, 2005” appearing in
the definition of “Facility Maturity Date” in Section 1.1 of the Credit
Agreement is amended to read “June 30, 2006”;


2.             INCREASE OF LOC COMMITTED AMOUNT. As of the
Effective Date, the amount of the LOC Committed Amount shall be increased to
$35,000,000. Accordingly, the reference to “$25,000,000” appearing in the
definition of “LOC Committed Amount” in Section 1.1 of the Credit Agreement is
amended to read “$35,000,000.”


3.             CONDITIONS PRECEDENT. The
modifications to the Credit Agreement set forth in this Amendment shall be
effective from and after the Effective Date, but only when each of the
following conditions precedent shall have been satisfied:


A.            Execution of Documents.
This Amendment and such other documents or instruments as may be contemplated
by this Amendment or as may be reasonably necessary to effectuate the intent
and purposes of this Amendment shall have been duly and validly authorized, and
executed by the parties thereto and delivered to the Administrative Agent, all
in form and substance satisfactory to the Lenders.


B.            No Defaults.
There shall not have occurred or be continuing any Default or Event of Default.


C.            Legal Matters.  All legal matters incident to this Amendment
and the transactions contemplated hereby shall be satisfactory to the
Administrative Agent and each of the Lenders.


4.             REPRESENTATIONS AND WARRANTIES. The Borrower and
the Parent confirm that (i) except as forth in Schedules 6.12(ii) and 6.13(d)
attached hereto (relating to the representations and warranties set forth in
Sections 6.12(ii) and 6.13(d), respectively, of the Credit Agreement) and
except for the fact that the spin-off of Cimarex Energy Co. and related
entities was consummated on September 30, 2002, all representations and
warranties made by each of the Borrower and the Parent for themselves or on
behalf of a Credit Party in Article VI of the Credit Agreement are and will be
true and correct on the Effective Date (with the dates appearing in the first
sentence of Section 6.5 thereof being changed to read September 30, 2000,
September 30, 2001, and September 30, 2002, and March 31, 2003, respectively,
and the date appearing in the final sentence of Section 6.5 thereof being
changed to read September 30, 2002), and all of such representations and
warranties are hereby remade and restated as of the date hereof and shall
survive the execution and delivery of this Amendment, and (ii) except as set
forth in Schedules 2.6(a) and 7.6 attached hereto, all of the schedules
incorporated into and forming a part of the Credit Agreement are true, accurate
and complete in all material respects as of the Effective Date.


5.             GENERAL.


A.            Effect of Amendment.
The terms of this Amendment shall be incorporated into and form a part of the
Credit Agreement. Except as amended, modified and supplemented by this
Amendment, the Credit Agreement shall continue in full force and effect in
accordance with its



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original stated
terms, all of which are hereby reaffirmed in every respect as of the date
hereof.  In the event of any
irreconcilable inconsistency between the terms of this Amendment and the terms
of the Credit Agreement or any other Credit Document, the terms of this
Amendment shall control and govern, and the agreements shall be interpreted so
as to carry out and give full effect to the intent of this Amendment. All
references to the “Credit Agreement” appearing in any of the Credit Documents
shall hereafter be deemed references to the Credit Agreement as amended,
modified and supplemented by this Amendment. The Borrower and the Parent each
hereby reaffirm all Credit Documents to which it is a party, and acknowledge
that such Credit Documents will continue in full force and effect, unabated and
uninterrupted, and will remain its valid and binding obligations, enforceable
in accordance with their terms.


B.            Schedules. Schedules
6.12(ii) and 6.13(d) attached hereto are hereby incorporated into the Credit
Agreement with the same designations, and Schedules 2.6(a) and 7.6 attached
hereto are hereby substituted for the corresponding schedules to the Credit
Agreement.


C.            Revolving Commitment
Amount. The amount of each Lender’s Revolving Commitment shall
remain the same and is set forth on the signature pages to this Amendment.


D.            No Course of Dealing.
This Amendment shall not establish a course of dealing or be construed as
evidence of any willingness on any of the Lenders’ part to grant other or
future extensions or modifications, should any be requested.


E.             Descriptive Headings.
The descriptive headings of the several sections of this Amendment are inserted
for convenience only and shall not be used in the construction of the content
of this Amendment.


F.             Governing Law.  This Amendment shall be construed and
enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Oklahoma.


G.            Reimbursement of Expenses.
The Borrower and the Parent agree, jointly and severally, to pay the reasonable
fees and out-of-pocket expenses of Crowe & Dunlevy, counsel to the
Administrative Agent, incurred in connection with the preparation of this
Amendment and the consummation of the transactions contemplated hereby and
thereby.


H.            Counterpart Execution.
This Amendment may be executed in multiple counterparts, each of which shall be
deemed an original hereof and all of which shall be but one and the same
original instrument.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE

PAGES TO FOLLOW.]



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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above written,
effective as of the Effective Date.


	
  BORROWER:

  	
   

  	
  HELMERICH & PAYNE INTERNATIONAL

  
	
   

  	
   

  	
  DRILLING CO.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Douglas E. Fears

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Douglas E.
  Fears

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARENT:

  	
   

  	
  HELMERICH & PAYNE, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Douglas E. Fears

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Douglas E.
  Fears

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE
  AGENT:

  	
   

  	
  BANK OF OKLAHOMA, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John M. Tyson

  	
   

  
	
   

  	
   

  	
  Name:

  	
   John M. Tyson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS:

  	
   

  	
  BANK OF OKLAHOMA, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John M. Tyson

  	
   

  
	
   

  	
   

  	
  Name:

  	
   John M. Tyson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving
  Commitment:

  	
   

  	
   

  
	
  $50,000,000

  	
   

  	
   

  
										



 



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  WELLS FARGO BANK TEXAS, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Philip C. Lauinger III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Philip C. Lauinger III

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Commitment:

  	
   

  	
   

  
	
  $30,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MIDFIRST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Ed Fariss

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. Ed Fariss

  	
   

  
	
   

  	
   

  	
  Title:

  	
  S.V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Commitment:

  	
   

  	
   

  
	
  $20,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UMB BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard J. Lehrter

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Richard J.
  Lehrter

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Community
  Bank President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Commitment:

  	
   

  	
   

  
	
  $15,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMERCE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dennis R. Block

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Dennis R.
  Block

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Senior Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Commitment:

  	
   

  	
   

  
	
  $10,000,000

  	
   

  	
   

  
											



 



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List of Additional
and Replacement Schedules




	
  Schedule 2.6(a)

  	
  -

  	
  Existing Letters of Credit

  
	
  Schedule 6.12(ii)

  	
  -

  	
  ERISA Matters

  
	
  Schedule 6.13(d)

  	
  -

  	
  Regulation O

  
	
  Schedule 7.6

  	
  -

  	
  Insurance

  






 


 


 



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