Exhibit
10.16


THIRD AMENDMENT TO CREDIT AGREEMENT


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
is made and entered into effective as of July 13, 2004 (the “Effective Date”),
by and among HELMERICH & PAYNE INTERNATIONAL DRILLING CO., a Delaware
corporation (the “Borrower”), HELMERICH & PAYNE, INC., a Delaware
corporation (the “Parent”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION,
as Lender (in such capacity, the “Lender”) and as Administrative Agent
(in such capacity, the “Administrative Agent”), with reference to the
following:


RECITALS


A.            The Borrower, the
Parent, the Lender and the Administrative Agent are parties to that certain
Credit Agreement dated July 16, 2002, as amended by that certain First
Amendment to Credit Agreement dated July 15, 2003, and as further amended by
that certain Second Amendment to Credit Agreement dated May 4, 2004 (the Credit
Agreement, as amended by the First and Second Amendments thereto, is
hereinafter referred to as 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 Lender established the Facility in favor of the Borrower.


C.            The
Borrower has requested that the Lender (i) extend the Revolving Commitment
Termination Date from July 13, 2004, to July 12, 2005, and (ii) extend the
Facility Maturity Date from June 30, 2006, to June 30, 2007.


D.            The Lender has
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 is extended from July 13, 2004, to July 12, 2005, 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 12, 2005, or such later date to which the Revolving Commitment
Termination Date may be extended from time to time pursuant to Section 2.5(c).









 



 


(ii)           the
Facility Maturity Date is extended from June 30, 2006, to June 30, 2007, and
the definition of “Facility Maturity Date” appearing in Section 1.1 of the
Credit Agreement is amended in its entirety to read as follows:


“Facility Maturity Date” means June 30,
2007, or such later date to which the
Facility Maturity Date may be extended from time to time pursuant to Section
2.5(c).


2.             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 Lender.


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 the Lender.


3.             REPRESENTATIONS
AND WARRANTIES. The Borrower and the Parent confirm that, to the best of their knowledge, without
inquiry: (i) except as forth in Schedule 6.12(ii) attached hereto
(relating to the representations and warranties set forth in Sections 6.12(ii)
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 in all
material respects on the Effective Date (with the dates appearing in the
first sentence of Section 6.5 thereof being changed to read September 30, 2001,
September 30, 2002, September 30, 2003, and March 31, 2004, respectively, and
the date appearing in the final sentence of Section 6.5 thereof being changed
to read September 30, 2003), 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.


4.             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 original stated terms, all of which are hereby reaffirmed
in every respect as of the date hereof. 
In



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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
2.6(a), 6.12(ii) and 7.6 attached hereto are hereby substituted for the
corresponding schedules to the Credit Agreement.


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


D.            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.


E.             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.


F.             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.


G.            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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDER:

  	
   

  	
  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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List of Additional and
Replacement Schedules


	
  Schedule 2.6(a)

  	
  -

  	
  Existing Letters of Credit

  
	
  Schedule 6.12(ii)

  	
  -

  	
  ERISA Matters

  
	
  Schedule 7.6

  	
  -

  	
  Insurance

  



 


 



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