Exhibit 10.1


 


FIRST AMENDMENT


TO


FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and
entered into effective as of December 17, 2007 (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 (the “Lender”), with reference to the following:


 


RECITALS


 


A.            The Borrower, the Parent and the Lender are parties to
that certain First Amended and Restated Credit Agreement dated December 18,
2006 (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.            At the Parent and the Borrower’s request, the Lender has
agreed to extend the availability of the Facility to December 15, 2008,
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, the Revolving
Commitment Termination Date is extended to December 15, 2008, 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 December 15, 2008.


 


2.             REPRESENTATIONS AND WARRANTIES.  The Borrower and the Parent confirm that all
representations and warranties made by them in Article VI of the Credit
Agreement are, and will be on the Effective Date, true and correct.  All representations and warranties of the
Borrower and the Parent contained in the Credit Agreement are hereby remade and
restated as the date hereof and shall survive the execution and delivery of
this Amendment.


 


 

















3.             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 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.            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.


 


C.            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.


 


D.            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.


 


E.             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
Lender, incurred in connection with the preparation of this Amendment and the
consummation of the transactions contemplated hereby and thereby.


 


F.             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.


 


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SIGNATURE PAGE 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: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
  PARENT:

  	
   

  	
  HELMERICH &
  PAYNE, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Douglas E. Fears

  
	
   

  	
   

  	
  Name: Douglas E. Fears

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  LENDER:

  	
   

  	
  BANK OF OKLAHOMA, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Kristin A. McCoy

  
	
   

  	
   

  	
  Name: Kristin A. McCoy

  
	
   

  	
   

  	
  Title: Asst. Vice
  President

  



 


 


 


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