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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 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.]













     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: ___________________
Name: Douglas E. Fears         

Title: Vice President                







	PARENT:
	HELMERICH & PAYNE, INC.,

a Delaware corporation
 

By: ___________________
Name: Douglas E. Fears         

Title: Vice President                








	ADMINISTRATIVE AGENT:
	BANK OF OKLAHOMA, NATIONAL ASSOCIATION
 

By: ___________________
Name: _________________
Title: __________________







	LENDER:
	BANK OF OKLAHOMA, NATIONAL ASSOCIATION
 

By: ___________________
Name: _________________
Title: __________________







Revolving
Commitment:
$50,000,000









List of
Additional and Replacement Schedules




	Schedule 2.6(a)	-	Existing Letters of Credit

	Schedule 6.12(ii)	-	ERISA Matters

	Schedule 7.6	-	
Insurance














Exhibit 10.16




SCHEDULE
2.6(a)




EXISTING LETTERS
OF CREDIT



Letters of Credit:




	BOK00SDF06739
	Amount: 	
        $12,000,000.00

	Expiry: 	
        03/09/04

	Beneficiary: 	
        National Union Fire (AIG)

	 

      BOK00SIF05082 

      Amount: 	$1,087,260.00

	Expiry: 	12/30/03

	Beneficiary: 	Banco
        Bisa Lapaz Bolivia








[***TO
BE UPDATED BY THE COMPANY***]SCHEDULE 6.12(ii)




ERISA
Matters



As of
September  30,  2003,  Helmerich  & Payne,  Inc.  Employees  Retirement  Plan
benefit  obligations  totaled  $___________ and the value of plan assets totaled
$_____________.




[***TO
BE UPDATED BY THE COMPANY***]SCHEDULE 7.6




Insurance




[***TO BE
UPDATED BY THE COMPANY***]



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C:\DOCUME~1\BETOWG\LOCALS~1\TEMP\CROWE_HQ-#1365753-V1-BOK-HELMERICH;_THIRD_AMENDMENT_TO_CREDIT_AGREEMENT;_JUNE_04.DOC
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C:\DOCUME~1\BETOWG\LOCALS~1\TEMP\CROWE_HQ-#1365753-V2-BOK-HELMERICH;_THIRD_AMENDMENT_TO_CREDIT_AGREEMENT;_JUNE_04.DOC

 
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