HELMERICH & PAYNE INC
SECOND AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>d98802exv10w4.txt
<DESCRIPTION>SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>


                                                                    Exhibit 10.4


                                SECOND AMENDMENT


     This Second Amendment (this "Second Amendment") is entered into as of July
16, 2002 by and among Helmerich & Payne International Drilling Co., a Delaware
corporation (the "Borrower"), Helmerich & Payne, Inc., a Delaware corporation
(the "Parent"), and Bank One, Oklahoma, N.A., a national banking association
(the "Bank").

     WHEREAS, the Parent and the Bank entered into that certain Credit Agreement
dated as of October 27, 1998, as amended pursuant to that certain First
Amendment to Credit Agreement dated as of May 20, 1999 (as so amended, the
"Existing Agreement"), pursuant to which the Bank made loans to the Parent on
the terms and conditions set forth therein;

     WHEREAS, simultaneously with the effectiveness of this Second Amendment in
accordance with the provisions of Section 6 hereof, (i) the Parent shall be
deemed to have paid the $50,000,000 principal amount of the Advances outstanding
under the Existing Agreement, (ii) the Borrower shall be deemed to have borrowed
$50,000,000 from the Bank, and (iii) the Parent has assigned to the Borrower,
and the Borrower has assumed, the indebtedness, obligations and liabilities
(including, without limitation, all interest accrued but unpaid on the
$50,000,000 of Advances outstanding under the Existing Agreement) of the Parent
under the Existing Agreement and the other Loan Documents (as defined in the
Existing Agreement) pursuant to an Assignment and Assumption Agreement dated as
of the date hereof among the Parent, the Borrower and the Bank;

     WHEREAS, the Bank agreed to such assignment provided that (i) the Parent
guaranties all of the indebtedness, obligations and liabilities of the Borrower
under the Existing Agreement, as amended by this Second Amendment, and the other
Loan Documents as provided for in Section 11 of the Existing Agreement as
amended by this Second Amendment, and (ii) Helmerich & Payne Rasco, Inc.,
Helmerich & Payne (Columbia) Drilling Co. and Helmerich & Payne del Ecuador,
Inc. guaranty all of the indebtedness, obligations and liabilities of the
Borrower under the Existing Agreement, as amended by this Second Amendment, and
the other Loan Documents by entering into a Guaranty Agreement in substantially
the form attached hereto as Exhibit "C";

     WHEREAS, the Parent and the Borrower have requested that the Bank consent
to the Parent's planned spin-off of its Oil and Gas Division notwithstanding the
provisions of the Existing Agreement that prohibit such spin-off; and

     WHEREAS, as a result, the parties hereto desire to amend the Existing
Agreement in certain respects as more fully described herein;

     NOW, THEREFORE, in consideration of the undertakings set forth herein and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Borrower and the Bank hereby agree as follows:

<PAGE>


     SECTION 1. DEFINED TERMS. Capitalized terms used and not otherwise defined
in this Second Amendment shall have the meanings attributed to them in Section 1
of the Existing Agreement as amended by this Second Amendment.

     SECTION 2. AMENDMENT OF EXISTING AGREEMENT. Upon the satisfaction of the
conditions precedent set forth in Section 6 of this Second Amendment, the
Existing Agreement shall be amended as follows:

          (i)  The first paragraph of the Existing Agreement is hereby amended
     by deleting it in its entirety and substituting in lieu thereof the
     following new first paragraph:

               "THIS CREDIT AGREEMENT dated as of October 27, 1998, as amended
          pursuant to a First Amendment to Credit Agreement dated as of May 20,
          1999, as assigned to and assumed by Helmerich & Payne International
          Drilling Co. pursuant to an Assignment and Assumption Agreement dated
          as of July 16, 2002, and as amended pursuant to a Second Amendment
          dated as of July 16, 2002, is among HELMERICH & PAYNE INTERNATIONAL
          DRILLING CO., a Delaware corporation, HELMERICH & PAYNE, INC., a
          Delaware corporation, and Bank One, Oklahoma, N.A., a national banking
          association."

          (ii) Subsection 1.2 of the Existing Agreement is hereby amended by
     adding thereto in the appropriate alphabetical order the following new
     definitions:

               "Administrative Agent. `Administrative Agent' shall mean Bank of
          Oklahoma, National Association, in its capacity as Administrative
          Agent for the Lenders under the Bank of Oklahoma Agreement."

               "Agreement. `Agreement' shall mean this credit agreement among
          the Parent, the Borrower and the Bank, as amended pursuant to a First
          Amendment to Credit Agreement dated as of May 20, 1999, entered into
          by the Parent and the Bank, as assigned to and assumed by the Borrower
          pursuant to an Assignment and Assumption Agreement dated as of July
          16, 2002, among the Parent, the Borrower and the Bank, as amended
          pursuant to a Second Amendment dated as of July 16, 2002 among the
          Borrower, the Parent and the Bank, and as it may be further amended,
          supplemented or otherwise modified and in effect from time to time."

               "Alternate Base Rate. `Alternate Base Rate' shall mean, for any
          day, a rate of interest per annum equal to the higher of (i) the Prime
          Rate for such day, and (ii) the sum of the Federal Funds Effective
          Rate for such day plus 1/2% per annum."

               Alternate Base Rate Advance. `Alternate Base Rate Advance' shall
          mean an Advance which, except as otherwise provided in Subsection 2.11
          hereof, bears interest at the Alternate Base Rate."



                                     Page 2
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               "Applicable Percentage. `Applicable Percentage' shall mean (i)
          for any day from and including the date hereof through and including
          August 29, 2002, 0.50% per annum (50 bps), and (ii) for any day
          thereafter, 0.70% per annum (70 bps)."

               "Bank. 'Bank' shall mean Bank One, Oklahoma, N.A., a national
          banking association, and its successors and assigns."

               "Bank of Oklahoma Agreement. `Bank of Oklahoma Agreement' shall
          mean that certain Credit Agreement dated July 16, 2002 by and among
          the Borrower, the Parent, the Lenders from time to time party thereto,
          and Bank of Oklahoma, National Association, as Administrative Agent
          for such Lenders in the form of the copy thereof delivered to the Bank
          by the Parent, whether or not a Credit Agreement identical to or based
          on such copy is ever executed by the Borrower or the Parent or ever
          becomes effective in accordance with its terms, and without regard to
          any amendment, supplement or other modification to such Draft or any
          amendment, supplement or other modification to any Credit Agreement
          entered into by the Borrower or the Parent."

               "Borrower. 'Borrower' shall mean Helmerich & Payne International
          Drilling Co., a Delaware corporation, and its successors and assigns."

               "Borrowing Date. 'Borrowing Date' shall mean a date on which an
          Advance is made hereunder."

               "Conversion/Continuation Notice. 'Conversion/Continuation Notice'
          shall have the meaning given such term in Subsection 2.9 hereof."

               "Eurodollar Advance. `Eurodollar Advance' shall mean an Advance
          which, except as otherwise provided in Subsection 2.11 hereof, bears
          interest at the applicable Eurodollar Rate."

               "Eurodollar Base Rate. `Eurodollar Base Rate' shall mean, with
          respect to a Eurodollar Advance for the relevant Interest Period, the
          applicable British Bankers' Association LIBOR rate for deposits in
          U.S. dollars as reported by any generally recognized financial
          information service as of 11:00 a.m. (London time) two Business Days
          prior to the first day of such Interest Period, and having a maturity
          equal to such Interest Period, provided that, if no such British
          Bankers' Association LIBOR rate is available to the Bank, the
          applicable Eurodollar Base Rate for the relevant Interest Period shall
          instead be the rate determined by the Bank to be the rate at which the
          Bank or one of its Affiliate banks offers to place deposits in U.S.
          dollars with first-class banks in the London interbank market at
          approximately 11:00 a.m. (London time) two Business Days prior to the
          first day of such Interest Period, in the approximate amount of the
          Bank's relevant Eurodollar Loan and having a maturity equal to such
          Interest Period."


                                     Page 3
<PAGE>

               "Eurodollar Rate. `Eurodollar Rate' shall mean, with respect to a
          Eurodollar Advance for the relevant Interest Period, the sum of (i)
          the quotient of (a) the Eurodollar Base Rate applicable to such
          Interest Period, divided by (b) one minus the Reserve Requirement
          (expressed as a decimal) applicable to such Interest Period, plus (ii)
          the Applicable Percentage."

               "Excluded Taxes. `Excluded Taxes' shall mean, in the case of the
          Bank or any applicable Lending Installation, taxes imposed on its
          overall net income, and franchise taxes imposed on it, by (i) the
          jurisdiction under the laws of which the Bank is incorporated or
          organized or (ii) the jurisdiction in which the Bank's principal
          executive office or the Bank's applicable Lending Installation is
          located."

               "Federal Funds Effective Rate. `Federal Funds Effective Rate'
          shall mean, for any day, an interest rate per annum equal to the
          weighted average of the rates on overnight Federal funds transactions
          with members of the Federal Reserve System arranged by Federal funds
          brokers on such day, as published for such day (or, if such day is not
          a Business Day, for the immediately preceding Business Day) by the
          Federal Reserve Bank of New York, or, if such rate is not so published
          for any day which is a Business Day, the average of the quotations at
          approximately 10:00 a.m. (Chicago time) on such day on such
          transactions received by the Bank from three Federal funds brokers of
          recognized standing selected by the Bank in its sole discretion."

               "Lending Installation. `Lending Installation' shall mean the main
          office of the Bank in Chicago, Illinois or such other office, branch,
          subsidiary or affiliate of the Bank as may be selected by the Bank
          pursuant to Subsection 2.16 hereof."

               "Other Taxes. 'Other Taxes' shall have the meaning given such
          term in Subsection 2.22(ii) hereof."

               "Parent. 'Parent' shall mean Helmerich & Payne, Inc., a Delaware
          corporation, and its successors and assigns."

               "Regulation D. `Regulation D' shall mean Regulation D of the
          Board of Governors of the Federal Reserve System as from time to time
          in effect and any successor thereto or other regulation or official
          interpretation of said Board of Governors relating to reserve
          requirements applicable to member banks of the Federal Reserve
          System."

               "Reserve Requirement. `Reserve Requirement' shall mean, with
          respect to an Interest Period, the maximum aggregate reserve
          requirement (including all basic, supplemental, marginal and other
          reserves) which is imposed under Regulation D on Eurocurrency
          liabilities."


                                     Page 4
<PAGE>

               "Second Amendment. 'Second Amendment' shall mean that certain
          Second Amendment dated as of July 16, 2002 among the Parent, the
          Borrower and the Bank pursuant to which this Agreement was amended as
          provided therein."

               "Second Amendment Effective Date. 'Second Amendment Effective
          Date' shall have the meaning given such term in Section 6 of the
          Second Amendment."

               "Taxes. `Taxes' shall mean any and all present or future taxes,
          duties, levies, imposts, deductions, charges or withholdings, and any
          and all liabilities with respect to the foregoing, but excluding
          Excluded Taxes and Other Taxes."

               "Type. `Type' shall mean, with respect to any Advance, its nature
          as a Alternate Base Rate Advance or a Eurodollar Advance."

          (iii) The definition of "Advance" set forth in Section 1.2 of the
     Existing Agreement is hereby amended by deleting it in its entirety and
     substituting in lieu thereof the following new definition of "Advance":

               "Advance. 'Advance' shall mean a borrowing hereunder, (i) made by
          the Bank on the same Borrowing Date, or (ii) converted or continued by
          the Bank on the same date of conversion or continuation, consisting,
          in either case, of the same Type and, in the case of Eurodollar Loans,
          for the same Interest Period."

          (iv) The definitions of "Borrower Entity" and "Business Day" set forth
     in Section 1.2 of the Existing Agreement are hereby amended by deleting
     then in their entirety and substituting in lieu thereof the following new
     definitions of "Borrower Entity" and "Business Day":

               "Borrower Entity. 'Borrower Entity' shall mean all of the Parent,
          the Borrower, the Guarantors and each Subsidiary of the Parent, the
          Borrower and the Guarantors, or any of them, as indicated by the
          context in which such term is used.

               "Business Day. 'Business Day' shall mean (i) with respect to any
          borrowing, payment or rate selection of Eurodollar Advances, a day
          (other than a Saturday or Sunday) on which banks generally are open in
          Chicago, Illinois, New York, New York and Tulsa, Oklahoma for the
          conduct of substantially all of their commercial lending activities,
          interbank wire transfers can be made on the Fedwire system and
          dealings in United States dollars are carried on in the London
          interbank market and (ii) for all other purposes, a day (other than a
          Saturday or Sunday) on which banks generally are open in Chicago,
          Illinois and Tulsa, Oklahoma for the conduct of substantially all of
          their commercial lending activities and interbank wire transfers can
          be made on the Fedwire system."


                                     Page 5
<PAGE>

          (v)  The definition of "Disbursement Request" set forth in Section 1.2
     of the Existing Agreement is hereby amended by deleting it in its entirety
     and substituting in lieu thereof the following new definition of
     "Disbursement Request":

               "Disbursement Request. 'Disbursement Request' shall have the
          meaning given such term in Subsection 2.8 hereof."

          (vi) The definitions of "Guaranty" and "Guarantors" set forth in
     Section 1.2 of the Existing Agreement are hereby amended by deleting them
     in their entirety and substituting in lieu thereof the following new
     definitions of "Guaranty" and "Guarantors":

               "Guaranty. ' Guaranty' shall mean (i) until the Second Amendment
          Effective Date, that certain Guaranty Agreement dated as of October
          27, 1998, in substantially the form of Exhibit "C" to the Credit
          Agreement, executed by the Guarantors named therein in favor of the
          Bank, pursuant to Section 3 hereof, as amended, supplemented or
          otherwise modified from time to time, and (ii) on and after the Second
          Amendment Effective Date, that certain Guaranty Agreement dated as of
          July 16, 2002, in substantially the form of Exhibit "C" to the Second
          Amendment, executed by each Guarantor (other than the Parent) in favor
          of the Bank, pursuant to Section 3 hereof, as amended, supplemented or
          otherwise modified from time to time.

               "Guarantors. ' Guarantors' shall mean collectively, the Parent,
          Helmerich & Payne Rasco, Inc., an Oklahoma corporation, Helmerich &
          Payne (Columbia) Drilling Co., an Oklahoma corporation, Helmerich &
          Payne del Ecuador, Inc., an Oklahoma corporation, and each Person that
          becomes a Material Subsidiary after the Second Amendment Effective
          Date."

          (vii) The definition of "Interest Period" set forth in Section 1.2 of
     the Existing Agreement is hereby amended by deleting it in its entirety and
     substituting in lieu thereof the following new definition of "Interest
     Period":

               "Interest Period. 'Interest Period' shall mean, with respect to a
          Eurodollar Advance, a period of one month commencing on a Business Day
          selected by the Borrower pursuant to this Agreement. Such Interest
          Period shall end on the day which corresponds numerically to such date
          one month thereafter, provided, however, that if there is no such
          numerically corresponding day in such next month, such Interest Period
          shall end on the last Business Day of such next month. If an Interest
          Period would otherwise end on a day which is not a Business Day, such
          Interest Period shall end on the next succeeding Business Day,
          provided, however, that if said next succeeding Business Day falls in
          a new calendar month, such Interest Period shall end on the
          immediately preceding Business Day."


                                     Page 6
<PAGE>

          (viii) The definition of "Material Adverse Effect" set forth in
     Section 1.2 of the Existing Agreement is hereby amended by deleting it in
     its entirety and substituting in lieu thereof the following new definition
     of "Material Adverse Effect":

               "Material Adverse Effect. ' Material Adverse Effect' shall mean a
          material adverse effect on or material impairment of (i) the validity
          or enforceability of any Loan Document or the rights, benefits or
          remedies of the Bank under any Loan Document, (ii) the condition
          (financial or otherwise), operations, business, assets, liabilities or
          prospects of the Consolidated Group taken as a whole, or (iii) the
          ability of the Borrower and the Guarantors to perform or fulfill their
          obligations under the Loan Documents."

          (ix) The definition of "Prime Rate" set forth in Section 1.2 of the
     Existing Agreement is hereby amended by deleting it in its entirety and
     substituting in lieu thereof the following new definition of "Prime Rate":

               "Prime Rate. 'Prime Rate' shall mean a rate per annum equal to
          the prime rate of interest announced from time to time by the Bank or
          its parent (which is not necessarily the lowest rate charged to any
          customer), changing when and as said prime rate changes."

          (x)  The definition of "Revolving Note" set forth in Section 1.2 of
     the Existing Agreement is hereby amended by deleting it in its entirety and
     substituting in lieu thereof the following new definition of "Revolving
     Note":

               "Revolving Note. ' Revolving Note' shall mean a promissory note
          in the original principal amount of Fifty Million and No/100 Dollars
          ($50,000,000.00) executed by the Borrower in order to evidence all
          Advances made under the Revolving Credit Facility pursuant to Section
          2 hereof, substantially in the form of Exhibit "A" attached hereto, as
          the same by be amended, supplemented or otherwise modified, renewed or
          extended from time to time."

          (xi) Section 1 of the Existing Agreement is hereby amended by adding
     thereto after Subsection 1.5 of the Existing Agreement the following new
     Subsection 1.6:

               "1.6 Bank of Oklahoma Agreement Definitions. Terms used herein
          that are defined in Article I of the Bank of Oklahoma Agreement and
          that are not otherwise defined in this Agreement shall have the
          respective meanings set forth in Article I of the Bank of Oklahoma
          Agreement. For purposes hereof, all of the provisions of Article I of
          the Bank of Oklahoma Agreement, together with related definitions and
          ancillary provisions, are hereby incorporated herein by reference,
          mutatis mutandis, and shall be deemed to continue in effect for the
          Bank's benefit as in effect on the Second Amendment Effective Date,
          whether or not the Bank of Oklahoma Agreement remains in effect or is
          amended, waived or otherwise modified by the parties thereto."


                                     Page 7
<PAGE>

          (xii) Section 2 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Section 2:

          "2.  LENDING AGREEMENT. Subject to the terms and conditions of this
     Agreement and the Loan Documents, and in reliance upon the representations
     and warranties contained herein and therein:

               "2.1 Revolving Credit Facility. The Bank agrees to establish a
          revolving credit facility, to be designated as the "Revolving Credit
          Facility", in an aggregate principal amount equal to the Revolving
          Commitment. From and including the date of this Agreement and prior to
          the Maturity Date, the Bank agrees, on the terms and conditions set
          forth in this Agreement, to make Advances to the Borrower from time to
          time in amounts not to exceed in the aggregate at any one time
          outstanding the amount of the Revolving Commitment. Subject to the
          terms of this Agreement, the Borrower may borrow, repay and reborrow
          at any time prior to the Maturity Date. The Revolving Commitment shall
          expire on the Maturity Date.

               "2.2 Required Payments; Termination. Any outstanding Advances,
          together with all unpaid interest accrued thereon, and all other
          unpaid amounts due under this Agreement and the other Loan Documents
          shall be paid in full by the Borrower on the Maturity Date.

               "2.3 Types of Advances. The Advances may be Alternate Base Rate
          Advances or Eurodollar Advances, or a combination thereof, selected by
          the Borrower in accordance with Subsections 2.8 and 2.9 hereof.

               "2.4 Fees. At or prior to the Closing, the Borrower paid a
          nonrefundable commitment fee in the amount of $25,000. The Borrower
          also agrees to pay to the Bank a non-use fee of 0.125% per annum on
          the daily unused portion of the Revolving Commitment from the date
          hereof to and including the Maturity Date, payable quarterly in
          arrears on the last day of each March, June, September and December,
          beginning on December 31, 1998, and on the Maturity Date.

               "2.5 Reductions in Revolving Commitment. The Borrower may
          permanently reduce the Revolving Commitment in whole, or in part in
          integral multiples of $1,000,000, upon at least three Business Days'
          prior written notice to the Bank, which notice shall specify the
          amount of any such reduction, provided, however, that the amount of
          the Revolving Commitment may not be reduced below the aggregate
          principal amount of the outstanding Advances. All accrued and unpaid
          non-use fees shall be payable on the effective date of any termination
          of the Revolving Commitment.

               "2.6 Minimum Amount of Each Advance. Each Eurodollar Advance
          shall be in the minimum amount of $1,000,000 (and in multiples of
          $1,000,000 if



                                     Page 8
<PAGE>

          in excess thereof), and each Alternate Base Rate Advance shall be in
          the minimum amount of $100,000 (and in multiples of $100,000 if in
          excess thereof), provided, however, that any Alternate Base Rate
          Advance may be in the amount of the unused Revolving Commitment.

               "2.7 Optional Principal Payments. The Borrower may from time to
          time pay, without penalty or premium, all outstanding Alternate Base
          Rate Advances, or, in a minimum aggregate amount of $100,000 or any
          integral multiple of $100,000 in excess thereof, any portion of the
          outstanding Alternate Base Rate Advances upon one Business Days' prior
          notice to the Bank. The Borrower may from time to time pay, subject to
          the payment of any funding indemnification amounts required by
          Subsection 2.21 hereof but without penalty or premium, all outstanding
          Eurodollar Advances, or, in a minimum aggregate amount of $1,000,000
          or any integral multiple of $1,000,000 in excess thereof, any portion
          of the outstanding Eurodollar Advances upon three Business Days' prior
          notice to the Bank.

               "2.8 Method of Selecting Types for New Advances. The Borrower
          shall select the Type of Advance from time to time. The Borrower shall
          give the Bank irrevocable notice (a "Disbursement Request") not later
          than 11:00 a.m. (Chicago time) on the Borrowing Date of each Alternate
          Base Rate Advance and at least three Business Days before the
          Borrowing Date for each Eurodollar Advance, specifying:

               (i)   the Borrowing Date, which shall be a Business Day, of such
                     Advance,

               (ii)  the aggregate amount of such Advance, and

               (iii) the Type of Advance selected.

          Not later than noon (Chicago time) on each Borrowing Date, the Bank
          shall make available its Advance or Advances in funds immediately
          available in Chicago to the Borrower by credit to the Borrower's
          primary operating account maintained with the Bank or any of its
          Affiliates or by wire transfer, as instructed by the Borrower in a
          written notice delivered to the Bank with the applicable Disbursement
          Request.

               "2.9 Conversion and Continuation of Outstanding Advances.
          Alternate Base Rate Advances shall continue as Alternate Base Rate
          Advances unless and until such Alternate Base Rate Advances are
          converted into Eurodollar Advances pursuant to this Subsection 2.9 or
          are repaid in accordance with Subsection 2.7 hereof. Each Eurodollar
          Advance shall continue as a Eurodollar Advance until the end of the
          then applicable Interest Period therefor, at which time such
          Eurodollar Advance shall be automatically converted into a new
          Eurodollar Advance with a one month Interest Period unless (x) such
          Eurodollar Advance is



                                     Page 9
<PAGE>

          or was repaid in accordance with Subsection 2.7 hereof, or (y) the
          Borrower shall have given the Bank a Conversion/Continuation Notice
          (as defined below) requesting that, at the end of such Interest
          Period, such Eurodollar Advance be converted to an Alternate Base Rate
          Advance. Subject to the terms of Subsection 2.6 hereof, the Borrower
          may elect from time to time to convert all or any part of an Alternate
          Base Rate Advance into a Eurodollar Advance. The Borrower shall give
          the Bank irrevocable notice (a "Conversion/Continuation Notice") of
          each conversion of an Alternate Base Rate Advance into a Eurodollar
          Advance not later than 11:00 a.m. (Chicago time) at least three
          Business Days prior to the date of the requested conversion or
          continuation, specifying:

               (i)   the requested date, which shall be a Business Day, of such
                     conversion or continuation,

               (ii)  the aggregate amount and Type of the Advance which is to be
                     converted or continued, and

               (iii) the amount of such Advance which is to be converted into or
                     continued as a Eurodollar Advance.

               "2.10 Changes in Interest Rate, etc. Each Alternate Base Rate
          Advance shall bear interest on the outstanding principal amount
          thereof, for each day from and including the date such Advance is made
          or is converted from a Eurodollar Advance into an Alternate Base Rate
          Advance pursuant to Subsection 2.9 hereof, to but excluding the date
          it is paid or is converted into a Eurodollar Advance pursuant to
          Subsection 2.9 hereof, at a rate per annum equal to the Alternate Base
          Rate for such day. Changes in the rate of interest on that portion of
          any Advance maintained as an Alternate Base Rate Advance will take
          effect simultaneously with each change in the Alternate Base Rate.
          Each Eurodollar Advance shall bear interest on the outstanding
          principal amount thereof from and including the first day of the
          Interest Period applicable thereto to (but not including) the last day
          of such Interest Period at the interest rate determined by the Bank as
          applicable to such Eurodollar Advance in accordance with the terms
          hereof. No Interest Period may end after the Maturity Date.

               "2.11 Rates Applicable After Default. Notwithstanding anything to
          the contrary contained in Subsection 2.8, 2.9 or 2.10 hereof, during
          the continuance of an Event of Default the Bank may, at its option, by
          notice to the Borrower (which notice may be revoked at the option of
          the Bank), declare that no Advance may be made as, converted into or
          continued as a Eurodollar Advance. During the continuance of an Event
          of Default the Bank may, at its option, by notice to the Borrower
          (which notice may be revoked at the option of the Bank), declare that
          (i) each Eurodollar Advance shall bear interest for the remainder of
          the applicable Interest Period at the rate otherwise applicable to
          such Interest Period plus 2% per annum and (ii) each Alternate Base
          Rate Advance shall bear interest at a rate per annum equal to the
          Alternate Base Rate in effect from time to time



                                    Page 10
<PAGE>

          plus 2% per annum, provided that, during the continuance of an Event
          of Default under Subsection 8.9 hereof, the interest rates set forth
          in clauses (i) and (ii) above shall be applicable to all Advances
          without any election or action on the part of the Bank.

               "2.12. Method of Payment. All payments due to the Bank under this
          Agreement shall be made, without setoff, deduction, or counterclaim,
          in immediately available funds to the Bank at the Bank's address
          specified pursuant to Subsection 10.3 hereof, or at any other Lending
          Installation of the Bank specified in writing by the Bank to the
          Borrower, by noon (local time) on the date when due. The Bank is
          hereby authorized (with notice to the Borrower) to charge any ordinary
          deposit account of the Borrower maintained with the Bank for each
          payment of principal, interest and fees as it becomes due hereunder.

               "2.13 Revolving Note. The Advances from time to time outstanding
          under the Revolving Credit Facility shall be evidenced by the
          Revolving Note, which shall be made, executed and delivered by the
          Borrower at the Closing. Notwithstanding the principal amount stated
          on the face of the Revolving Note, the actual principal amount due
          from the Borrower on account of the Revolving Note shall be the sum of
          all Advances made by the Bank pursuant to the Revolving Credit
          Facility, less all principal payments actually received by the Bank in
          collected funds. All Advances and payments under the Revolving Credit
          Facility shall be recorded by the Bank in its books and records, and
          the unpaid principal balance so recorded shall be presumptive evidence
          of the principal amount owing under the Revolving Credit Facility.

               "2.14 Telephonic Notices. The Borrower hereby authorizes the Bank
          to extend, convert or continue Advances, effect selections of Types of
          Advances and to transfer funds based on telephonic notices made by any
          person or persons the Bank in good faith believes to be acting on
          behalf of the Borrower, it being understood that the foregoing
          authorization is specifically intended to allow Disbursement Requests
          and Conversion/Continuation Notices to be given telephonically. The
          Borrower agrees to deliver promptly to the Bank a written
          confirmation, if such confirmation is requested by the Bank, of each
          telephonic notice signed by an Executive Officer. If the written
          confirmation differs in any material respect from the action taken by
          the Bank, the records of the Bank shall govern absent manifest error.

               "2.15 Interest Payment Dates; Interest and Fee Basis. Interest
          accrued on each Alternate Base Rate Advance shall be payable on each
          March, June, September and December, commencing with the first such
          date to occur after the date hereof and at maturity. Interest accrued
          on each Eurodollar Advance shall be payable on the last day of its
          applicable Interest Period, on any date on which the Eurodollar
          Advance is prepaid, whether by acceleration or otherwise, and at
          maturity. Interest and non-use fees shall be calculated for actual
          days elapsed on the basis of a 360-day year. Interest shall be payable
          for the day an Advance is



                                    Page 11
<PAGE>

          made but not for the day of any payment on the amount paid if payment
          is received prior to noon (local time) at the place of payment. If any
          payment of principal of or interest on an Advance shall become due on
          a day which is not a Business Day, such payment shall be made on the
          next succeeding Business Day and, in the case of a principal payment,
          such extension of time shall be included in computing interest in
          connection with such payment.

               "2.16. Lending Installations. The Bank may book its Advances at
          any Lending Installation selected by the Bank and may change its
          Lending Installation from time to time. All terms of this Agreement
          shall apply to any such Lending Installation and the Advances and the
          Revolving Note shall be deemed held by the Bank for the benefit of any
          such Lending Installation. The Bank may, by written notice to the
          Borrower in accordance with Subsection 10.3 hereof, designate
          replacement or additional Lending Installations through which Advances
          will be made by it and for whose account payments due hereunder are to
          be made.

               "2.17 Maximum Lawful Interest Rate. It is not the intention of
          the Bank or any of the Borrower Entities to violate the laws of any
          applicable jurisdiction relating to usury or other restrictions on the
          maximum lawful interest rate. The Loan Documents and all other
          agreements between the Borrower Entities and the Bank, whether now
          existing or hereafter arising and whether written or oral, are hereby
          limited so that in no event shall the interest paid or agreed to be
          paid to the Bank for the use, forbearance or detention of money
          loaned, or for the payment or performance of any covenant or
          obligation contained herein or in any other Loan Document, exceed the
          maximum amount permissible under applicable law. If from any
          circumstances whatsoever fulfillment of any provision hereof or of any
          other Loan Document, at the time the performance of such provision
          shall be due, shall involve transcending the limit of validity
          prescribed by law, then, ipso facto, the obligation to be fulfilled
          shall be reduced to the limit of such validity. If from any such
          circumstances the Bank shall ever receive anything of value deemed
          interest under applicable law which would exceed interest at the
          highest lawful rate, such excessive interest shall beg applied to the
          reduction of the principal amount owning hereunder, and not to the
          payment of interest, or if such excessive interest exceeds any unpaid
          balance of principal, such excess shall be refunded to the appropriate
          Borrower Entity. All sums paid or agreed to be paid to the Bank for
          the use, forbearance or detention of monies shall, to the extent
          permitted by applicable law, be amortized, prorated, allocated and
          spread throughout the full term of such indebtedness until payment in
          full so that the rate of interest on account of such indebtedness is
          uniform throughout the term thereof. This Subsection 2.17 shall
          control every other provision of the Loan Documents and all other
          agreements between the Bank and the Borrower Entities contemplated
          thereby.

               "2.18 Yield Protection. If, on or after the date of this
          Agreement, the adoption of any law or any governmental or
          quasi-governmental rule, regulation,


                                    Page 12
<PAGE>

          policy, guideline or directive (whether or not having the force of
          law), or any change in the interpretation or administration thereof by
          any governmental or quasi-governmental authority, central bank or
          comparable agency charged with the interpretation or administration
          thereof, or compliance by the Bank or applicable Lending Installation
          with any request or directive (whether or not having the force of law)
          of any such authority, central bank or comparable agency:

               (i)   subjects the Bank or any applicable Lending Installation to
                     any Taxes, or changes the basis of taxation of payments
                     (other than with respect to Excluded Taxes) to the Bank in
                     respect of its Eurodollar Advances, or

               (ii)  imposes or increases or deems applicable any reserve,
                     assessment, insurance charge, special deposit or similar
                     requirement against assets of, deposits with or for the
                     account of, or credit extended by, the Bank or any
                     applicable Lending Installation (other than reserves and
                     assessments taken into account in determining the interest
                     rate applicable to Eurodollar Advances), or

               (iii) imposes any other condition the result of which is to
                     increase the cost to the Bank or any applicable Lending
                     Installation of making, funding or maintaining its
                     Eurodollar Advances or reduces any amount receivable by the
                     Bank or any applicable Lending Installation in connection
                     with its Eurodollar Advances, or requires the Bank or any
                     applicable Lending Installation to make any payment
                     calculated by reference to the amount of Eurodollar
                     Advances held or interest received by it, by an amount
                     deemed material by the Bank,

          and the result of any of the foregoing is to increase the cost to the
          Bank or applicable Lending Installation of making or maintaining its
          Eurodollar Advances or the Revolving Commitment or to reduce the
          return received by the Bank or applicable Lending Installation in
          connection with such Eurodollar Advances or the Revolving Commitment,
          then, within 15 days of demand by the Bank, the Borrower shall pay the
          Bank such additional amount or amounts as will compensate the Bank for
          such increased cost or reduction in amount received.

               "2.19 Changes in Capital Adequacy Regulations. If the Bank
          determines the amount of capital required or expected to be maintained
          by the Bank, any Lending Installation or any corporation controlling
          the Bank is increased as a result of a Change, then, within 15 days of
          demand by the Bank, the Borrower shall pay the Bank the amount
          necessary to compensate for any shortfall in the rate of return on the
          portion of such increased capital which the Bank determines is
          attributable to this Agreement, its Advances or the Revolving
          Commitment (after taking into account the Bank's policies as to
          capital adequacy). "Change"



                                    Page 13
<PAGE>

          means (i) any change after the date of this Agreement in the
          Risk-Based Capital Guidelines, or (ii) any adoption of or change in
          any other law, governmental or quasi-governmental rule, regulation,
          policy, guideline, interpretation, or directive (whether or not having
          the force of law) after the date of this Agreement which affects the
          amount of capital required or expected to be maintained by the Bank or
          any Lending Installation or any corporation controlling the Bank.
          "Risk-Based Capital Guidelines" means (i) the risk-based capital
          guidelines in effect in the United States on the date of this
          Agreement, including transition rules, and (ii) the corresponding
          capital regulations promulgated by regulatory authorities outside the
          United States implementing the July 1988 report of the Basle Committee
          on Banking Regulation and Supervisory Practices Entitled
          "International Convergence of Capital Measurements and Capital
          Standards," including transition rules, and any amendments to such
          regulations adopted prior to the date of this Agreement.

               "2.20 Availability of Types of Advances. If the Bank determines
          that maintenance of its Eurodollar Advances at a suitable Lending
          Installation would violate any applicable law, rule, regulation, or
          directive, whether or not having the force of law, or if the Bank
          determines that (i) deposits of a type and maturity appropriate to
          match fund Eurodollar Advances are not available or (ii) the interest
          rate applicable to Eurodollar Advances does not accurately reflect the
          cost of making or maintaining Eurodollar Advances, then the Bank shall
          suspend the availability of Eurodollar Advances and require any
          affected Eurodollar Advances to be repaid or converted to Alternate
          Base Rate Advances, subject to the payment of any funding
          indemnification amounts required by Subsection 2.21 hereof.

               "2.21 Funding Indemnification. If any payment of a Eurodollar
          Advance occurs on a date which is not the last day of the applicable
          Interest Period, whether because of acceleration, prepayment or
          otherwise, or a Eurodollar Advance is not made on the date specified
          by the Borrower for any reason other than default by the Bank, the
          Borrower will indemnify the Bank for any loss or cost incurred by it
          resulting therefrom, including, without limitation, any loss or cost
          in liquidating or employing deposits acquired to fund or maintain such
          Eurodollar Advance.

               "2.22 Taxes. (i) All payments by the Borrower to or for the
          account of the Bank hereunder or under the Revolving Note shall be
          made free and clear of and without deduction for any and all Taxes. If
          the Borrower shall be required by law to deduct any Taxes from or in
          respect of any sum payable hereunder to the Bank, (a) the sum payable
          shall be increased as necessary so that after making all required
          deductions (including deductions applicable to additional sums payable
          under this Subsection 2.22) the Bank receives an amount equal to the
          sum it would have received had no such deductions been made, (b) the
          Borrower shall make such deductions, (c) the Borrower shall pay the
          full amount deducted to the relevant authority in accordance with
          applicable law and (d) the Borrower shall



                                    Page 14
<PAGE>

          furnish to the Bank the original copy of a receipt evidencing payment
          thereof within 30 days after such payment is made.

               "(ii) In addition, the Borrower hereby agrees to pay any present
          or future stamp or documentary taxes and any other excise or property
          taxes, charges or similar levies which arise from any payment made
          hereunder or under the Revolving Note or from the execution or
          delivery of, or otherwise with respect to, this Agreement or the
          Revolving Note ("Other Taxes").

               (iii) The Borrower hereby agrees to indemnify the Bank for the
          full amount of Taxes or Other Taxes (including, without limitation,
          any Taxes or Other Taxes imposed on amounts payable under this
          Subsection 2.22) paid by the Bank as a result of the Revolving
          Commitment, any Advances made by it hereunder, or otherwise in
          connection with its participation in this Agreement and any liability
          (including penalties, interest and expenses) arising therefrom or with
          respect thereto. Payments due under this indemnification shall be made
          within 30 days of the date the Bank makes demand therefor pursuant to
          Subsection 2.23 hereof.

               (iv)  If the Bank determines that it has actually received or
          realized any refund of tax, any reduction of, or credit against, its
          tax liabilities or otherwise recovered any amount in connection with
          any deduction or withholding, or payment of any additional amount, by
          the Borrower pursuant to Subsection 2.18 hereof or this Subsection
          2.22, the Bank shall reimburse the Borrower an amount that the Bank
          shall, in its sole discretion, determine is equal to the net benefit,
          after tax, which was actually obtained by the Bank as a consequence of
          such refund, reduction, credit or recovery; provided, that nothing in
          this Subsection 2.22(iv) shall require the Bank to make available its
          tax returns (or any other information relating to its taxes which it
          deems to be confidential).

               "2.23 Bank Statements; Survival of Indemnity. To the extent
          reasonably possible, the Bank shall designate an alternate Lending
          Installation with respect to its Eurodollar Advances to reduce any
          liability of the Borrower to the Bank under Subsections 2.18, 2.19 and
          2.22 hereof or to avoid the unavailability of Eurodollar Advances
          under Subsection 2.20 hereof, so long as such designation is not, in
          the judgment of the Bank, disadvantageous to the Bank. The Bank shall
          deliver a written statement of the Bank to the Borrower as to the
          amount due, if any, under Subsection 2.18, 2.19, 2.21 or 2.22 hereof.
          Such written statement shall set forth in reasonable detail the
          calculations upon which the Bank determined such amount and shall be
          final, conclusive and binding on the Borrower in the absence of
          manifest error. Determination of amounts payable under such
          Subsections in connection with a Eurodollar Advance shall be
          calculated as though the Bank funded its Eurodollar Advance through
          the purchase of a deposit of the type and maturity corresponding to
          the deposit used as a reference in determining the Eurodollar Rate
          applicable to such Advance, whether in fact that is the case or not.
          Unless otherwise provided herein, the amount specified in the written



                                    Page 15
<PAGE>

          statement of the Bank shall be payable on demand after receipt by the
          Borrower of such written statement. The obligations of the Borrower
          under Subsections 2.18, 2.19, 2.21 and 2.22 hereof shall survive
          payment of the Indebtedness and termination of this Agreement."

          (xiii) Subsection 3 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 3:

               "3 COLLATERAL. To secure the Indebtedness (including, without
          limitation, all Advances outstanding under the Revolving Credit
          Facility, any amount subject to an Interest Rate Swap and any
          obligation by the Borrower owed to an Affiliate of the Bank), the
          Borrower shall cause (i) the Parent to execute the Second Amendment
          and thereby maintain in favor of the Bank pursuant to Section 11
          hereof an absolute, unconditional and continuing guaranty of the
          payment and performance of the Revolving Credit Facility and all other
          Indebtedness, without limitation as to amount, (ii) the Guarantors
          (other than the Parent) in existence on the Second Amendment Effective
          Date to deliver a fully executed Guaranty pursuant to which the
          Guarantors (other than the Parent), jointly and severally, shall
          maintain in favor of the Bank an absolute, unconditional and
          continuing guaranty of the payment and performance of the Revolving
          Credit Facility and all other Indebtedness, without limitation as to
          amount, and (iii) each future Material Subsidiary to guarantee the
          prompt payment and performance when due of the Guaranteed Obligations
          (as defined in the Guaranty) in accordance with the terms and
          provisions of the Guaranty. As soon as practicable and in any event
          within 30 days after any Person becomes a direct or indirect Material
          Subsidiary, the Borrower shall provide the Bank with written notice
          thereof and shall cause such Person to execute a Guaranty Supplement
          in substantially the same form as Schedule I to the Guaranty.
          Notwithstanding the foregoing, the Bank agrees to release any Material
          Subsidiary from its obligations under the Guaranty if the Capital
          Stock of such Subsidiary is sold or transferred pursuant to an Asset
          Disposition permitted under Section 8.5 of the Bank of Oklahoma
          Agreement as incorporated into this Agreement pursuant to Section 7 of
          this Agreement or if such Subsidiary becomes a party to a merger or
          consolidation in connection with a permitted Asset Disposition (such
          release to be delivered upon the consummation of the relevant
          transaction)."

          (xiv) Subsection 5.5 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 5.5:

               "5.5 Financial Condition. The audited consolidated and
          consolidating balance sheets of the Parent and its consolidated
          Subsidiaries dated as of September 30, 1999, September 30, 2000, and
          September 30, 2001, respectively, together, in each case, with the
          related audited statements of income and cash flows, and the unaudited
          company-prepared consolidated balance sheet for the Parent and its
          consolidated Subsidiaries, dated as of March 31, 2002, together


                                    Page 16
<PAGE>

          with related consolidated statements of income and cash flows, copies
          of which have previously been provided to the Bank, were prepared in
          accordance with GAAP consistently applied throughout the periods
          covered thereby, are complete and correct in all material respects and
          present fairly the financial condition (including disclosure of all
          material liabilities, contingent or otherwise) and results of
          operations of the Persons and for the periods specified, subject in
          the case of interim company-prepared statements to normal year-end
          adjustments and the absence of footnotes. Except as set forth on
          Schedule 6.5 to the Bank of Oklahoma Agreement and except for the
          transactions referred to in Section 12 hereof, since September 30,
          2001, there has been no circumstance, development or event which has
          had or could reasonably be expected to have a Material Adverse
          Effect."

          (xv) Section 6 of the Existing Agreement is hereby amended by deleting
     Subsections 6.1, 6.2, 6.3, 6.4, 6.5 and 6.6 in their entirety and
     substituting in lieu thereof the following new Subsections 6.1, 6.2, 6.3,
     6.4, 6.5 and 6.6:

               "6.1 Annual Financial Statements and Information. As soon as
          delivered to the Administrative Agent, but in any event within 95 days
          after the close of each fiscal year of the Consolidated Group, the
          Borrower will furnish to the Bank the financial statements and all
          other information required to be delivered to the Administrative Agent
          under Section 7.1(a) of the Bank of Oklahoma Agreement.

               "6.2 Quarterly Financial Statements and Information. As soon as
          delivered to the Administrative Agent, but in any event within 50 days
          after the close of each fiscal quarter of the Consolidated Group, the
          Borrower will furnish to the Bank the financial statements and all
          other information required to be delivered to the Administrative Agent
          under Section 7.1(b) of the Bank of Oklahoma Agreement.

               "6.3 Other Reports and Notifications.

                    "6.3.1 Other Financial Information. With reasonable
               promptness upon any such request, the Borrower will furnish the
               Bank with such other information concerning the businesses,
               operations and financial condition of the Borrower Entities as
               may be reasonably requested from time to time by the Bank.

                    "6.3.2 Other Information. As soon as delivered to the
               Administrative Agent, but in any event no later than the
               respective times required under Sections 7.1(c) and 7.1(d) of the
               Bank of Oklahoma Agreement, all certificates, reports, notices
               and other information required to be delivered to the
               Administrative Agent under Sections 7.1(c) and 7.1(d) of the Bank
               of Oklahoma Agreement.


                                    Page 17
<PAGE>

                    "6.3.3 Additional Information. As soon as delivered to the
               Administrative Agent, but in any event no later than the
               respective times required under Sections 7.1(e), 7.1(f), 7.1(g),
               7.1(h) and 7.1(i) of the Bank of Oklahoma Agreement, all
               certificates, reports, notices and other information required to
               be delivered to the Administrative Agent under Sections 7.1(e),
               7.1(f), 7.1(g), 7.1(h) and 7.1(i) of the Bank of Oklahoma
               Agreement.

                    "6.3.4 Other Notifications. The Borrower will promptly
               notify the Bank, but in any event within ten (10) days, after it
               knows that any of the following has occurred: (i) a Default or an
               Event of Default; (ii) any change in the assets, liabilities,
               financial condition, business, operations, affairs or
               circumstances of any of the Borrower Entities which has or is
               reasonably likely to have a Material Adverse Effect; (iii) any
               material change in the accounting practices and procedures of the
               Borrower Entities, including a change in fiscal year; (iv) any
               change in the principal place of business of any of the Borrower
               Entities; or (v) any merger, consolidation or corporate
               reorganization.

               "6.4 Preservation of Existence and Franchises. Except as a result
          of or in connection with a merger or consolidation of a Subsidiary
          permitted under Section 8.3 of the Bank of Oklahoma Agreement or an
          Asset Disposition involving the Voting Stock of a Subsidiary permitted
          under Section 8.5 of the Bank of Oklahoma Agreement, each Credit Party
          will do all things necessary to preserve and keep in full force and
          effect its existence, rights, franchises and authority.

               "6.5 Use of Proceeds. Advances under the Revolving Credit
          Facility shall be used by the Borrower for general corporate purposes
          and for the purposes of (i) financing working capital requirements,
          (ii) financing capital expenditures for the Borrower's worldwide
          contract drilling and real estate businesses, (iii) retiring debt, and
          (iv) funding company stock repurchase programs.

               "6.6 INTENTIONALLY DELETED."

          (xvi) Subsection 6.8 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 6.8:

               "6.8 INTENTIONALLY DELETED."

          (xvii) Section 6 of the Existing Agreement is hereby amended by
     deleting Subsections 6.11, 6.12 and 6.13 in their entirety and substituting
     in lieu thereof the following new Subsections 6.11, 6.12 and 6.13:

               "6.11 Additional Affirmative Covenants. The Borrower will
          perform, comply with and observe for the Bank's benefit, and will
          cause each Borrower



                                    Page 18
<PAGE>

          Entity to perform, comply with and observe for the Bank's benefit, the
          agreements set forth in Sections 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.11
          and 7.12 of the Bank of Oklahoma Agreement. For purposes hereof, all
          of the provisions of such Sections of the Bank of Oklahoma Agreement,
          together with related definitions and ancillary provisions, are hereby
          incorporated herein by reference, mutatis mutandis, and shall be
          deemed to continue in effect for the Bank's benefit as in effect on
          the Second Amendment Effective Date, whether or not the Bank of
          Oklahoma Agreement remains in effect or is amended, waived or
          otherwise modified by the parties thereto.

               "6.12 INTENTIONALLY DELETED.

               "6.13 INTENTIONALLY DELETED."

          (xviii) Section 7 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Section 7:

               "7. NEGATIVE COVENANTS. Until the Indebtedness has been paid in
          full and all of the Bank's obligations hereunder have been terminated,
          the Borrower will, unless the Bank shall otherwise consent in writing,
          perform, comply with and observe for the Bank's benefit, and will
          cause each Borrower Entity to perform, comply with and observe for the
          Bank's benefit, the agreements set forth in Article VIII of the Bank
          of Oklahoma Agreement as modified pursuant to the next sentence of
          this Section 7. For purposes hereof, all of the provisions of Article
          VIII of the Bank of Oklahoma Agreement, together with related
          definitions and ancillary provisions, are hereby incorporated herein
          by reference, mutatis mutandis, and shall be deemed to continue in
          effect for the Bank's benefit as in effect on the Second Amendment
          Effective Date, whether or not the Bank of Oklahoma Agreement remains
          in effect or is amended, waived or otherwise modified by the parties
          thereto; provided, however, for purposes hereof, Section 8.5(iv) of
          the Bank of Oklahoma Agreement as incorporated herein shall be deemed
          amended to read as follows:

                         (iv) the sale, lease, transfer or disposition of any
                    Property by any member of the Consolidated Group to another
                    member of the Consolidated Group, provided that, if the
                    Property is transferred to a member of the Consolidated
                    Group which is not a Guarantor and such transfer would cause
                    it to become a Material Subsidiary, the Borrower shall cause
                    such member to provide a Guaranty Supplement in accordance
                    with the requirements of Section 3 hereof."

          (xix) Section 8 of the Existing Agreement is hereby amended by
     deleting Subsections 8.1 in its entirety and substituting in lieu thereof
     the following new Subsections 8.1:


                                    Page 19
<PAGE>

               "8.1 Nonpayment of Revolving Note. If the Borrower shall (i) fail
          to pay any principal of the Revolving Note as and when such payment
          shall become due and payable (whether at stated maturity, upon a
          mandatory prepayment, or otherwise), or (ii) fail to pay any interest
          on the Revolving Note as and when such payment shall become due and
          payable (whether at stated maturity, upon a mandatory prepayment, or
          otherwise) and such failure shall continue unremedied for a period of
          five days; or"

          (xx) Section 8 of the Existing Agreement is hereby amended by deleting
     Subsections 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13 and 8.14
     in their entirety and substituting in lieu thereof the following new
     Subsections 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13 and 8.14:

               "8.4 Breach of Certain Covenants. If there shall occur a (i)
          default in the due performance or observance of any term, covenant or
          agreement contained in Subsection 6.4, 6.5 or 6.7 of this Agreement;
          (ii) default in the due performance or observance of any term,
          covenant or agreement contained in Section 7.4, 7.11 or 7.12 of the
          Bank of Oklahoma Agreement as incorporated into this Agreement
          pursuant to Subsection 6.11 of this Agreement; or (iii) default in the
          due performance or observance of any term, covenant or agreement
          contained in Section 8.3, 8.4, 8.5, 8.6, 8.7 or 8.8 of the Bank of
          Oklahoma Agreement as incorporated into this Agreement pursuant to
          Section 7 of this Agreement; or

               "8.5 Breach of Other Specified Covenants. If there shall occur a
          (i) default in the due performance or observance of any term, covenant
          or agreement contained in Subsection 6.1, 6.2, 6.3.1 or 6.3.2 of this
          Agreement and such default shall continue unremedied for a period of
          at least five days after the earlier of an Executive Officer of a
          Credit Party becoming aware of such default or notice thereof by the
          Bank; or (ii) default in the due performance or observance of any
          term, covenant or agreement contained in Section 8.1 or 8.2 of the
          Bank of Oklahoma Agreement as incorporated into this Agreement
          pursuant to Section 7 of this Agreement and such default shall
          continue unremedied for a period of at least five days after the
          earlier of an Executive Officer of a Credit Party becoming aware of
          such default or notice thereof by the Bank; or

               "8.6 Other Breaches. If there shall occur a default in the due
          performance or observance of any term, covenant or agreement (other
          than those referred to in Subsection 8.1, 8.2, 8.3, 8.4 or 8.5 of this
          Agreement) contained in this Agreement or any other Loan Documents and
          such default shall continue unremedied for a period of at least 30
          days after the earlier of an Executive Officer of a Credit Party
          becoming aware of such default or notice thereof by the Bank; or

               "8.7 Unenforceability of Loan Documents. If any Loan Document or
          any provision thereof shall for any reason cease to be a valid,
          binding and enforceable



                                    Page 20
<PAGE>

          obligation of the Borrower or any Guarantor, or if the Borrower or any
          Guarantor shall so state in writing; or

               "8.8 Guaranty. Except as the result of or in connection with a
          merger or disposition of a Guarantor permitted under Section 8.3 or
          Section 8.5 of the Bank of Oklahoma Agreement as incorporated into
          this Agreement pursuant to Section 7 hereof, the Guaranty, Section 11
          hereof or any provision of either thereof shall cease to be in full
          force and effect, or any Guarantor or any Person acting by or on
          behalf of any Guarantor shall deny or disaffirm such Guarantor's
          obligations under Section 11 hereof or the Guaranty, or any Guarantor
          shall default in the due performance or observance of any term,
          covenant or agreement on its part to be performed or observed pursuant
          to Section 11 hereof or the Guaranty; or

               "8.9 Bankruptcy. If any Bankruptcy Event shall occur with respect
          to any member of the Consolidated Group; or

               "8.10 Bank of Oklahoma Agreement Events of Default. If there
          shall occur any event referred to in Section 9.1(g), 9.1(h), 9.1(i),
          9.1(j) or 9.1(k) of the Bank of Oklahoma Agreement. For purposes
          hereof, all of the provisions of Sections 9.1(g), 9.1(h), 9.1(i),
          9.1(j) and 9.1(k) of the Bank of Oklahoma Agreement, together with
          related definitions and ancillary provisions, are hereby incorporated
          herein by reference, mutatis mutandis, and shall be deemed to continue
          in effect for the Bank's benefit as in effect on the Second Amendment
          Effective Date, whether or not the Bank of Oklahoma Agreement remains
          in effect or is amended, waived or otherwise modified by the parties
          thereto.

               "8.11 INTENTIONALLY DELETED.

               "8.12 INTENTIONALLY DELETED.

               "8.13 INTENTIONALLY DELETED.

               "8.14 INTENTIONALLY DELETED."

          (xxi) Subsection 9.1 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 9.1:

               "9.1 Acceleration. If any Bankruptcy Event shall occur with
          respect to the Borrower, the obligations of the Bank hereunder
          (including the Revolving Commitment) shall automatically be terminated
          and the Revolving Note and all other obligations of the Borrower
          hereunder or under any of the other Loan Documents shall become
          immediately due and payable, all with notice or demand. If any other
          Event of Default shall occur, the Bank may, at its option, without
          notice or demand, terminate its obligations hereunder (including the
          Revolving Commitment) and declare the Revolving Note and all other
          obligations of the Borrower hereunder or under any of the other Loan
          Documents to be


                                    Page 21
<PAGE>

          immediately due and payable, whereupon the same shall become forthwith
          due and payable."

          (xxii) Subsection 10.3 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 10.9:

               "10.3 Notices. All notices, requests and demands required or
          authorized hereunder (other than Disbursement Requests and
          Conversion/Continuation Notices) shall be served in person, delivered
          by certified mail, return receipt requested, or transmitted by
          telefacsimile, addressed as follows:

               Borrower:  Helmerich & Payne International Drilling Co.
                          c/o Helmerich & Payne, Inc.
                          Utica at Twenty-First
                          Tulsa, Oklahoma 74114
                          Attn:   Chief Financial Officer (with a copy
                                  to the General Counsel)
                          Fax:    918-743-2671

               Parent:    Helmerich & Payne, Inc.
                          Utica at Twenty-First
                          Tulsa, Oklahoma 74114
                          Attn:   Chief Financial Officer (with a copy
                                  to the General Counsel)
                          Fax:    918-743-2671

               The Bank:  Bank One, Oklahoma, N.A.
                          c/o Bank One, NA
                          Mail Code IL1-0362
                          One Bank One Plaza
                          Chicago, Illinois 60707-0362
                          Attn:   Kenneth J. Fatur
                          Fax:    312-732-3055

          or at such other address as any party hereto shall designate for such
          purpose in a written notice to the other parties hereto. Any notice
          given hereunder to the Bank or the Borrower shall also constitute
          effective notice to each of the participating lenders or the Borrower
          Entities, respectively. Notices served in person shall be effective
          and deemed given when delivered, notices sent by certified mail shall
          be effective and deemed given three (3) Business Days after being
          deposited in the U.S. mail, postage prepaid, and notices transmitted
          by telefacsimile will be deemed given when sent, as indicated by the
          sender's written confirmation of transmission."

          (xxiii) Subsection 10.9 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 10.9:


                                    Page 22
<PAGE>


               "10.9 INTENTIONALLY DELETED."

          (xxiv) Subsection 10.11 of the Existing Agreement is hereby amended by
     deleting it in its entirety and substituting in lieu thereof the following
     new Subsection 10.11:

               "10.11 Jurisdiction and Venue. All actions or proceedings with
          respect to this Agreement or any of the other Loan Documents may be
          instituted in any state or federal court sitting in Tulsa, Oklahoma,
          as the Bank may elect, and by execution and delivery of this
          Agreement, the Borrower irrevocably and unconditionally (i) submits to
          the non-exclusive jurisdiction (both subject matter and person) of
          each such court, and (ii) waives (A) any objection that the Borrower
          may now or hereafter have to the laying of venue in any of such
          courts, and (B) any claim that any action or proceeding brought in any
          such court has been brought in an inconvenient forum."

          (xxv) The Existing Agreement is hereby amended by adding thereto after
     Section 10 of the Existing Agreement the following new Sections 11 and 12:

          "11. PARENT GUARANTY.

               "11.1 Guaranty. The Parent hereby guarantees absolutely
          unconditionally and irrevocably, and without limitation as to amount,
          the prompt performance and payment when due (whether at a stated
          maturity or earlier by reason of acceleration or otherwise) of the
          Revolving Credit Facility and all Advances made thereunder, and all
          other indebtedness, liabilities and obligations now or hereafter owing
          by the Borrower to the Bank under the Credit Agreement, the Revolving
          Note and the other Loan Documents, and any amount due under any
          Interest Rate Swap with the Bank or any of its Affiliates, including,
          without limitation, principal, interest, fees, reasonable attorney's
          fees, filing and recording costs, out-of-pocket expenses, collection
          costs, all interest, fees and other monetary obligations incurred or
          accrued during the pendency of any bankruptcy, insolvency,
          receivership or other similar proceeding, regardless of whether
          allowed or allowable in such proceeding, and all renewals, extensions
          and modifications of any of the foregoing (all of the foregoing
          indebtedness, liabilities and obligations being hereinafter referred
          to as the "Obligations"), as and when the same shall become due and
          payable, whether at the stated maturity, upon acceleration or
          otherwise, in accordance with the terms hereof and thereof. If the
          Borrower fails to pay when due any Obligation guaranteed hereby, the
          Parent unconditionally agrees to cause such payment to be made
          punctually as and when the same shall become due and payable, whether
          at the stated maturity, upon acceleration or otherwise.

               "11.2 Guarantee Unconditional. The obligations of the Parent
          under this Section 11 are absolute and unconditional. Without limiting
          the generality of the



                                    Page 23
<PAGE>

          foregoing, the obligations of the Parent under this Section 11 shall
          not be impaired, released, discharged or otherwise affected by:

               "(i) any extension, renewal, settlement, compromise, waiver or
          release in respect of any obligation of the Borrower or any other
          Credit Party under this Agreement or any other Loan Document, by
          operation of law or otherwise;

               "(ii) any modification, amendment or waiver of or supplement to
          this Agreement or any Loan Document;

               "(iii) any release, impairment or invalidity of any guarantee or
          other liability of any other Credit Party or third party for any
          obligation of the Borrower under this Agreement or any other Loan
          Document;

               "(iv) any change in the corporate existence, structure or
          ownership of the Borrower or any other Credit Party or any insolvency,
          bankruptcy, reorganization or other similar proceeding affecting the
          Borrower or any other Credit Party;

               "(v) the existence of any claim, set-off or other rights which
          the Parent may have at any time against the Borrower or any other
          Credit Party, the Bank or any other Person, whether or not arising in
          connection with the Advances and this Agreement or any unrelated
          transaction;

               "(vi) any invalidity or unenforceability relating to or against
          the Borrower or any other Credit Party for any reason of this
          Agreement or any other Loan Document, or any provision of applicable
          law or regulation purporting to prohibit the payment by any other
          Credit Party of any amount payable by it under this Agreement or any
          other Loan Document; or

               "(vii) any other act or omission to act or delay of any kind by
          any other Credit Party, the Bank or any other Person or any other
          circumstance which might, but for the provisions of this Section 11.2,
          constitute a legal or equitable discharge of the Parent's obligations
          under this Section 11.

               "11.3 Discharge Only Upon Payment in Full; Reinstatement in
          Certain Circumstances. The Parent's obligations under this Section 11
          constitute a continuing guaranty and shall remain in full force and
          effect until the Revolving Commitment shall have been terminated, and
          all amounts payable under this Agreement and the Loan Documents shall
          have been indefeasibly paid in full. If at any time any amount payable
          by the Borrower under this Agreement or any other Loan Document is
          rescinded or must be otherwise restored or returned upon the
          insolvency, bankruptcy or reorganization of the Borrower or any other
          Credit Party or otherwise, the Parent's obligations under this Section
          11 with respect to such payment shall be reinstated at such time as
          though such payment had become due but had not been made at such time.


                                    Page 24
<PAGE>

               "11.4 Waiver. The Parent irrevocably waives acceptance hereof,
          presentment, demand, protest and any notice not provided for herein,
          as well as any requirement that at any time any action be taken by any
          Person against the Borrower or other Credit Party or any other Person.

               "11.5 Subrogation. If the Parent makes any payment under this
          Section 11 with respect to the obligations of the Borrower, the Parent
          shall be subrogated to the rights of the payee against the Borrower
          with respect to the portion of such obligations paid by the Parent;
          provided that the Parent shall not enforce any payment by way of
          subrogation or contribution against the Borrower so long as any amount
          payable under this Agreement or any other Loan Document remains
          unpaid.

               "11.6 Stay of Acceleration. If acceleration of the time for
          payment of any amount payable by the Borrower under this Agreement or
          any other Loan Document is stayed upon the insolvency, bankruptcy or
          reorganization of the Borrower, all such amounts otherwise subject to
          acceleration under the terms of such Loan Document shall nonetheless
          be payable by the Parent under this Section 11 forthwith on demand by
          the Bank.

               "11.7 Successors and Assigns. The guarantee by the Parent under
          this Section 11 is for the benefit of the Bank and its successors and
          assigns. If any Advances or other amounts payable under this Agreement
          and the other Loan Documents are assigned to any other Person, the
          rights of the Bank under this Section 11, to the extent applicable to
          the indebtedness so assigned, shall be transferred with such
          indebtedness.

          "12. SPIN-OFF/MERGER; OTHER PROPOSED TRANSACTIONS.

               "12.1 Spin-off/Merger. Anything in this Agreement to the contrary
          notwithstanding, nothing in this Agreement shall prohibit, and no
          Material Adverse Effect or Default or Event of Default hereunder shall
          result or be deemed to result from, (i) the consummation by the Parent
          of the Spin-off/Merger or any transaction contemplated thereby, or
          (ii) in the event the Spin-off/Merger is not consummated, the sale or
          other disposition of the oil and gas exploration and production
          business of the Consolidated Group and/or the stock of Cimarex,
          Helmerich & Payne Energy Services, Inc. or Mountain Acquisition Co.

               "12.2 Other Proposed Transactions. The parties acknowledge that
          one or more members of the Consolidated Group intend to undertake and
          consummate the following proposed transactions (the "Proposed
          Transactions"): (i) the sale and issuance of the Medium Term Notes,
          and (ii) an internal reorganization of the Consolidated Group pursuant
          to which (x) substantially all of the Properties of the Parent (other
          than those primarily related to the oil and gas exploration,
          production, marketing and sales operations of the Parent) will be
          transferred to the Borrower or one or more Subsidiaries of the
          Borrower and (y) the current direct and indirect



                                    Page 25
<PAGE>

          Subsidiaries of the Parent will become direct or indirect subsidiaries
          of the Borrower. The parties agree that, notwithstanding any provision
          of this Agreement to the contrary, provided that the Proposed
          Transactions are carried out without a breach of the covenants in
          Sections 7.11 or 7.12 and, with respect to the internal
          reorganization, in compliance with the requirements of Section 7.13
          (if applicable), none of the Proposed Transactions will be deemed to
          have a Material Adverse Effect or otherwise to constitute or create a
          Default or Event of Default under this Agreement."

          (xxvi) The Existing Agreement is hereby amended by deleting in its
     entirety Exhibit A" to the Existing Agreement (Form of Revolving Note) and
     substituting in lieu thereof Exhibit "A" attached hereto (Form of Revolving
     Note).

     SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to
execute and deliver this Second Amendment, the Borrower hereby confirms,
reaffirms and restates as of the Second Amendment Effective Date the
representations and warranties set forth in Section 5 of the Existing Agreement
as amended by this Second Amendment provided that such representations and
warranties shall be and hereby are amended as follows: each reference therein to
"this Agreement" (including, without limitation, each such a reference included
in the term "Loan Documents" and all indirect references such as "hereby",
"herein", "hereof" and "hereunder") shall be deemed to be a collective reference
to the Existing Agreement, this Second Amendment and the Existing Agreement as
amended by this Second Amendment. An Event of Default under and as defined in
the Existing Agreement as amended by this Second Amendment shall be deemed to
have occurred if any representation or warranty made pursuant to the foregoing
sentence of this Section 3 shall be materially false as of the date on which
made.

     SECTION 4. RELEASE OF CERTAIN GUARANTORS. In consideration of the execution
and delivery of the Guaranty (as defined in the Existing Agreement as amended by
this Second Amendment) by the Guarantors (as defined in the Existing Agreement
as amended by this Second Amendment) and effective only upon the satisfaction of
the conditions precedent set forth in Section 6 of this Second Amendment, the
Bank hereby releases each of the Borrower, The Space Center, Inc., an Oklahoma
corporation, and Utica Square Shopping Center, Inc., an Oklahoma corporation,
from any and all liability and obligation under the Guaranty Agreement dated of
October 27, 1998 (the "Existing Guaranty") executed and delivered by the
guarantors party thereto pursuant to the Existing Agreement; provided, however,
it is expressly agreed and understood that the release provided for in this
Section 4 shall not and does not modify or impair, or release the Borrower from,
any of its obligations under the Assignment and Assumption Agreement, the Second
Amendment, the Existing Agreement as amended by the Second Amendment or any of
the other Loan Documents other than the Existing Guaranty.

     SECTION 5. ADVANCES TO BORROWER. The Parent, the Borrower and the Bank
hereby agree that simultaneously with the effectiveness of this Second Amendment
in accordance with the provisions of Section 6 hereof and notwithstanding
anything to the contrary set forth in the Existing Agreement or the Existing
Agreement as amended by this Second Amendment, (i) the Parent shall be deemed to
have paid to the Bank the $50,000,000 principal amount (but not any interest
accrued and unpaid thereon) of the Advances outstanding under the Existing
Agreement



                                    Page 26
<PAGE>

on the Second Amendment Effective Date (as defined in Section 6 hereof) without
paying or being obligated to pay any funding indemnification, penalty or premium
under either Section 2.12 of the Existing Agreement or Section 2.21 of the
Existing Agreement as amended pursuant to this Second Amendment, (ii) the Bank
shall be deemed to have made a $50,000,000 Advance to the Borrower on the Second
Amendment Effective Date, and (iii) the Parent has assigned to the Borrower, and
the Borrower has assumed, the indebtedness, obligations and liabilities
(including, without limitation, the obligation to pay all interest accrued but
unpaid on the $50,000,000 of Advances outstanding under the Existing Agreement
on the Second Amendment Effective Date) of the Parent under the Existing
Agreement and the other Loan Documents (as defined in the Existing Agreement)
pursuant to the Assignment and Assumption Agreement referred to below. The Bank
shall make appropriate entries in its books and records to reflect the
provisions of this Section 5 and such entries shall be the presumptive evidence
of the principal amount owing under the Revolving Credit Facility.

     SECTION 6. CONDITIONS PRECEDENT. This Second Amendment and the amendments
to the Existing Agreement provided for herein shall become effective as of the
date (the "Second Amendment Effective Date") on which all of the following
conditions precedent are satisfied:

          (a)  This Second Amendment shall have been duly executed and delivered
     by the Bank and the Bank shall have received a counterpart of this Second
     Amendment duly executed and delivered by the Borrower and the Parent.

          (b)  The Parent and the Borrower shall have duly executed and
     delivered to the Bank an Assignment and Assumption Agreement dated as of
     the Second Amendment Effective Date in substantially the form of Exhibit
     "B" attached hereto (the "Assignment") pursuant to which the Borrower
     becomes the Borrower under the Agreement, and the Bank shall have duly
     executed and delivered such Assignment.

          (c)  The Borrower shall have duly executed and delivered to the Bank a
     Revolving Note (as defined in the Existing Agreement as amend by this
     Second Amendment). Promptly after its receipt of such new Revolving Note,
     the Bank will mark the existing Revolving Note delivered by the Parent at
     the Closing under the Existing Agreement "Cancelled" and return it to the
     Parent.

          (d)  The Guarantors (as defined in the Existing Agreement as amended
     by this Second Amendment) shall have duly executed and delivered to the
     Bank a Guaranty Agreement in substantially the form of Exhibit "C" attached
     hereto, and the Bank shall have received counterparts of such Guaranty
     Agreement duly executed and delivered by such Guarantors.

          (e)  The Borrower shall have furnished to the Bank:

               (i)   A copy, certified as of the Second Amendment Effective Date
          by the Secretary or an Assistant Secretary of the Borrower, of
          resolutions of the Borrower's Board of Directors authorizing the
          Borrower's execution and delivery of



                                    Page 27
<PAGE>

          the Assignment, this Second Amendment and the New Revolving Note
          referred to above.

               (ii)  A copy, certified as of the Second Amendment Effective Date
          by the Secretary or an Assistant Secretary of the Borrower, of (A) the
          Borrower's certificate of incorporation and all amendments thereto,
          and (B) the Borrower's by-laws and all amendments thereto.

               (iii) An incumbency certificate, executed by the Secretary or an
          Assistant Secretary of the Borrower as of the Second Amendment
          Effective Date, which shall identify by name and title and bear the
          signatures of the officers of the Borrower authorized to act on behalf
          of the Borrower with respect to the Assignment, this Second Amendment,
          the new Revolving Note referred to above and the Existing Agreement as
          amended by this Second Amendment, upon which certificate the Bank
          shall be entitled to rely until informed of any change in writing by
          the Borrower.

               (iv)  Opinions of McAfee & Taft A Professional Corporation,
          counsel to the Borrower, and Steven R. Mackey, General Counsel of the
          Parent, such matters with respect to the Assignment, this Second
          Amendment and the new Revolving Note referred to above as the Bank or
          its counsel may reasonably request (such opinions may be based upon
          such customary assumptions and may contains such customary
          qualifications and exceptions as may be approved by the Bank and its
          counsel).

               (v)   Such other documents as the Bank or its counsel may have
          reasonably requested.

          (f)  The Parent shall have furnished to the Bank:

               (i)   A copy, certified as of the Second Amendment Effective Date
          by the Secretary or an Assistant Secretary of the Parent, of
          resolutions of the Parent's Board of Directors authorizing the
          Parent's execution and delivery of this Second Amendment and its
          guaranty pursuant to Section 11 of the Existing Agreement as amended
          hereby of the Borrower's obligations under the Existing Agreement as
          amended hereby.

               (ii)  An incumbency certificate, executed by the Secretary or an
          Assistant Secretary of the Parent as of the Second Amendment Effective
          Date, which shall identify by name and title and bear the signatures
          of the officers of the Parent authorized to act on behalf of the
          Parent with respect to this Second Amendment and its guaranty pursuant
          to Section 11 of the Existing Agreement as amended hereby of the
          Parent's obligations under the Existing Agreement as amended hereby,
          upon which certificate the Bank shall be entitled to rely until
          informed of any change in writing by the Parent.


                                    Page 28
<PAGE>

          (g)  Each Guarantor (other than the Parent) shall have furnished to
     the Bank:

               (i)   A copy, certified as of the Second Amendment Effective Date
          by the Secretary or an Assistant Secretary of such Guarantor, of
          resolutions of the Board of Directors of such Guarantor authorizing
          the execution and delivery of the Guaranty Agreement by such
          Guarantor.

               (ii)  An incumbency certificate, executed by the Secretary or an
          Assistant Secretary of such Guarantor as of the Second Amendment
          Effective Date, which shall identify by name and title and bear the
          signatures of the officers of such Guarantor authorized to act on
          behalf of such Guarantor with respect to the Guaranty Agreement, upon
          which certificate the Bank shall be entitled to rely until informed of
          any change in writing by such Guarantor.

          (h) No Default or Event of Default shall have occurred and be
     continuing.

     SECTION 7. EFFECT ON THE EXISTING AGREEMENT. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and conditions
of the Existing Agreement and the other Loan Documents (i) shall remain
unaltered, (ii) shall continue to be, and shall remain, in full force and effect
in accordance with their respective terms, and (iii) are hereby ratified and
confirmed in all respects. Upon the effectiveness of this Second Amendment, all
references in the Existing Agreement (including references in the Existing
Agreement as amended by this Second Amendment) to "this Agreement" (including,
without limitation, each such a reference included in the term "Loan Documents"
and all indirect references such as "hereby", "herein", "hereof" and
"hereunder") shall be deemed to be a collective reference to the Existing
Agreement as amended by this Second Amendment.

     SECTION 8. EXPENSES. The Borrower shall reimburse the Bank for any and all
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Bank, which attorneys may
be employees of the Bank) paid or incurred by the Bank in connection with the
preparation, review, execution and delivery of this Second Amendment.

     SECTION 9. ENTIRE AGREEMENT. This Second Amendment, the Existing Agreement
as amended by this Second Amendment and the other Loan Documents embody the
entire agreement and understanding between the parties hereto and supersede any
and all prior agreements and understandings between the parties hereto relating
to the subject matter hereof.

     SECTION 10. HEADINGS. The headings, captions, and arrangements used in this
Second Amendment are for convenience only and shall not affect the
interpretation of this Second Amendment.

     SECTION 11. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF OKLAHOMA, AND ALL RIGHTS AND
INDEBTEDNESS HEREUNDER, INCLUDING



                                    Page 29
<PAGE>

MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF OKLAHOMA.

     SECTION 12. COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Second Amendment by
signing any such counterpart.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date first above written.


                                  HELMERICH & PAYNE
                                  INTERNATIONAL DRILLING CO.

                                  By:
                                     -------------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  HELMERICH & PAYNE, INC.

                                  By:
                                     -------------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  BANK ONE, OKLAHOMA, N.A.

                                  By:
                                     -------------------------------------------
                                  Title:
                                        ----------------------------------------


     Pursuant to subparagraph 7(b) of that certain Participation Agreement dated
October 29, 1998 between Bank One, Oklahoma, N.A. and Bank One, NA (main office
Chicago), as successor by merger to Bank One, Texas, N.A., Bank One, NA (main
office Chicago) hereby consents to the transactions and the amendments and other
modifications to the Credit Agreement and the other Loan Documents provided for
in the foregoing Second Amendment and the Assignment and Assumption Agreement
referred to therein.

BANK ONE, NA
(main office Chicago)

By:
   -------------------------------

Title:
      ----------------------------



                                    Page 30

</TEXT>
</DOCUMENT>
