Exhibit 10.1


Execution Version


 



 


Helmerich & Payne, Inc.


 


$550,000,000 2.900% Senior Notes due 2031


 


Purchase Agreement


 


September 27, 2021


 


Goldman Sachs & Co. LLC





200 West Street


New York, New York 10282-2198


 


As representative of the several Purchasers


named in Schedule I hereto


 


Ladies and Gentlemen:


 


Helmerich & Payne, Inc., a Delaware
corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”),
to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) for whom Goldman Sachs &
Co. LLC is acting as representative (the “Representative”) an aggregate of $550,000,000 principal amount of its 2.900%
Senior Notes due 2031 (the “Securities”).


 


		1.	The Company represents and warrants to, and agrees with, each of the Purchasers that:



 


		(a)	A preliminary offering circular, dated September 27, 2021 (the “Preliminary Offering Circular”),
has been prepared in connection with the offering of the Securities. The Preliminary Offering Circular, as amended and supplemented immediately
prior to the Applicable Time (as defined in Section 1(b)), is hereinafter referred to as the “Pricing Circular.”
Promptly after the Applicable Time and in any event no later than the second business day following the Applicable Time, the Company will
prepare and deliver to each Purchaser an offering circular dated the date hereof (the “Offering Circular”), which will
consist of the Preliminary Offering Circular with such changes therein as are required to reflect the information contained in the Pricing
Circular. Any reference to the Preliminary Offering Circular, the Pricing Circular or the Offering Circular shall be deemed to refer to
and include all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant
to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on or prior to the date of such circular and incorporated by reference therein and any reference to the Preliminary Offering
Circular or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include
(i) any documents filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange
Act after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and prior to such specified date
and (ii) any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company prior to the completion of
the distribution of the Securities and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering
Circular, the Pricing Circular or the Offering Circular, as the case may be, or any amendment or supplement thereto are hereinafter called
the “Exchange Act Reports” (provided that where only sections of such documents are specifically incorporated
by reference, only such sections shall be considered to be part of the “Exchange Act Reports”). The Exchange Act Reports,
when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of
the Exchange Act and the applicable rules and regulations of the Commission thereunder; and no such documents were filed with the
Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior
to the execution of this Agreement, except as set forth on Schedule II(a) hereto. The Preliminary Offering Circular or the Offering
Circular and any amendments or supplements thereto and the Exchange Act Reports did not and will not, as of their respective dates, contain
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company
by or on behalf of a Purchaser through the Representative expressly for use therein.



 






     


     


    

 


		(b)	For the purposes of this Agreement, the “Applicable Time” is 4:00 p.m. (Eastern time)
on the date of this Agreement; the Pricing Circular as supplemented by the information set forth in Schedule III hereto (collectively,
the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each Company Supplemental Disclosure Document (as defined in Section 6(a)(i)) listed on Schedule II(b) hereto)
and each Permitted General Solicitation Material (as defined in Section 6(a)(i)) listed on Schedule II(d) hereto) does not conflict
with the information contained in the Pricing Circular or the Offering Circular and each such Company Supplemental Disclosure Document
and Permitted General Solicitation Material, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable
Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to statements or omissions made in a Company Supplemental Disclosure Document or Permitted General Solicitation
Material in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through the Representative
expressly for use therein.



 


		(c)	Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial
statements included or incorporated by reference in the Pricing Circular any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Pricing Circular; and, since the respective dates as of which information
is given in the Pricing Circular, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries
or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole
(a “Material Adverse Effect”), otherwise than as set forth or contemplated in the Pricing Circular.



 


		(d)	The Company and its subsidiaries have good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except
such as are described in the Pricing Circular or such as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and its subsidiaries, taken as a whole; and any real property
and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings
by the Company and its subsidiaries, taken as a whole.



 


		(e)	Each of the Company and its subsidiaries has been duly incorporated or formed, as the case may be, and
is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the
laws of its respective jurisdiction of incorporation or formation, with power and authority (corporate, limited partnership, limited liability
company and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Offering Circular,
and has been duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, for the transaction
of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business
so as to require such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material
Adverse Effect.



 






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		(f)	The Company has an authorized capitalization as set forth in the Pricing Disclosure Package and the Offering
Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully
paid and non-assessable; and all of the issued shares of capital stock, partnership interests or membership interests, as applicable,
of each of its subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly
or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, with respect to the Company’s
subsidiaries, as would not, individually or in the aggregate, have a Material Adverse Effect.



 


		(g)	The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries
included or incorporated by reference in each of the Pricing Disclosure Package and the Offering Circular comply in all material respects
with the applicable requirements of the Securities Act of 1933, as amended (the “Act”), and the Exchange Act, as applicable,
and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated
and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been
prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis throughout
the periods covered thereby, and any supporting schedules included or incorporated by reference in each of the Pricing Disclosure Package
and the Offering Circular present fairly in all material respects the information required to be stated therein; and the other financial
information included or incorporated by reference in each of the Pricing Disclosure Package and the Offering Circular has been derived
from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information
shown thereby. The interactive data in eXtensible Business Reporting Language included in documents incorporated by reference in the Offering
Circular and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in all
material respects in accordance with the Commission’s rules and guidelines applicable thereto.



 


		(h)	The Securities have been duly authorized by the Company and, when issued and delivered pursuant to this
Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations
of the Company, entitled to the benefits provided by the indenture dated as of December 20, 2018, as supplemented by the second supplemental
indenture thereto to be dated as of September 29, 2021 (collectively, the “Indenture”), between the Company and
Wells Fargo Bank, National Association, as Trustee (the “Trustee”), under which they are to be issued, which will be
substantially in the form previously delivered to you; the Indenture has been duly authorized by the Company and, when executed and delivered
by the Company and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable against the Company
in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles and entitled to the benefits provided by the Indenture;
and the Securities and the Indenture will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package
and the Offering Circular and will be in substantially the form previously delivered to you.



 


		(i)	The Company has all requisite corporate power to execute, deliver and perform its obligations under this
Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.



 


		(j)	The Registration Rights Agreement to be dated as of the Time of Delivery (as defined herein) (the “Registration
Rights Agreement”), which will be substantially in the form previously delivered to you, has been duly authorized, and as of
the Time of Delivery, will have been duly executed and delivered by the Company, and will constitute a valid and legally binding instrument,
enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Registration
Rights Agreement will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering
Circular.



 






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		(k)	The 2.900% Senior Notes due 2031 (the “Exchange Securities”) to be offered in exchange
for the Securities pursuant to the Registration Rights Agreement have been duly authorized by the Company and if and when issued and authenticated
in accordance with the terms of the Indenture and delivered in accordance with the exchange offer provided for in the Registration Rights
Agreement, will be validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles,
and will be entitled to the benefits provided by the Indenture.



 





		(l)	None of the transactions contemplated by this Agreement (including, without limitation, the use of the
proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation
promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.



 


		(m)	Prior to the date hereof, neither the Company nor any of its affiliates has taken any action which is
designed to or which has constituted or which might reasonably have been expected to cause or result in stabilization or manipulation
of the price of any security of the Company in connection with the offering of the Securities.



 


		(n)	The issue and sale of the Securities and the compliance by the Company with all of the provisions of the
Securities, the Indenture, the Registration Rights Agreement, the Exchange Securities and this Agreement and the consummation of the transactions
herein and therein contemplated and the application of the proceeds from the sale of the Securities as described under “Use of
Proceeds” in the Pricing Disclosure Package and the Offering Circular will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries
is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except in the case of this clause
(i) for any such breaches, violations or defaults as would not, individually or in the aggregate, result in a Material Adverse Effect,
(ii) the provisions of the certificate of incorporation or bylaws of the Company or (iii) any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their
properties, except in the case of this clause (iii) for any such breaches, violations or defaults as would not, individually or in
the aggregate, result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company
of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement, except such consents, approvals,
authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Purchasers.



 


		(o)	Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation
or formation, as applicable, or bylaws or equivalent organizational document, (ii) in default in the performance or observance of
any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may be bound or (iii) except as disclosed in the Exchange
Act Reports, in violation of any law, statute, rule or regulation or any judgment, order or decree of any domestic or foreign court
or other governmental or regulatory authority, agency or other body with such jurisdiction over any of them or any of their assets or
properties, except in the case of clause (ii) or (iii) for such defaults or violations which would not reasonably be expected
to result in a Material Adverse Effect.



 


		(p)	The statements set forth in the Pricing Circular and the Offering Circular under the caption “Description
of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, are accurate, complete and fair in
all material respects.



 






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		(q)	Other than as set forth in the Pricing Disclosure Package and the Offering Circular, there are no legal
or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually
or in the aggregate have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.



 


		(r)	When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of
the same class (within the meaning of Rule 144A under the Act) as securities which are listed on a national securities exchange registered
under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.



 


		(s)	The Company is subject to Section 13 or 15(d) of the Exchange Act.



 


		(t)	The Company and its subsidiaries are not, and after giving effect to the offering and sale of the Securities
and the application of the proceeds thereof, will not be, an “investment company,” as such term is defined in the United States
Investment Company Act of 1940, as amended (the “Investment Company Act”).



 


		(u)	Neither the Company nor any person acting on its behalf (other than the Purchasers, as to which no representation
is made) has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Act (other than by means of a Permitted General Solicitation, as defined below) or, with respect to Securities sold outside the United
States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of
Rule 902 under the Act and the Company, any affiliate of the Company and any person acting on its or their behalf has complied with
and will implement the “offering restriction” within the meaning of such Rule 902.



 


		(v)	Within the preceding six months, neither the Company nor any other person acting on behalf of the Company
has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities
offered or sold to the Purchasers hereunder. The Company will take reasonable precautions designed to ensure that any offer or sale, direct
or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially
similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been
completed (as notified to the Company by the Representative), is made under restrictions and other circumstances reasonably designed not
to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as
transactions exempt from the registration provisions of the Act.



 


		(w)	The Company maintains a system of internal control over financial reporting (as such term is defined in
Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s
principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. Based on the evaluation of its internal controls and procedures conducted in connection with the preparation and
filing of the Company’s Annual Report on Form 10-K for the period ended September 30, 2020 and the Company’s Quarterly
Reports on Form 10-Q for the quarterly periods ended December 31, 2020, March 31, 2021 and June 30, 2021, the Company
is not aware of (i) any significant deficiencies or material weaknesses in the design or operation of its internal controls over
financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that are likely to adversely affect
the Company’s ability to record, process, summarize and report financial data; or (ii) any fraud, whether or not material,
that involves management or other employees who have a role in the Company’s internal controls over financial reporting.



 






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		(x)	Since the date of the latest audited financial statements of the Company included or incorporated by reference
in the Pricing Circular, there has been no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



 


		(y)	The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of
the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to
ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive
officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.



 


		(z)	Ernst & Young LLP, which has audited certain financial statements of the Company and its subsidiaries,
is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder.



 


		(aa)	Neither the Company, any of its subsidiaries nor, to the Company’s knowledge, any director, officer,
agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) made
any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government or regulatory official or employee from corporate funds; (iii) violated
or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing
the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (iv) violated or is
in violation of any provision of the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws;
or (v) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain
and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.



 


		(bb)	The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended
by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various
jurisdictions in which the Company and its subsidiaries conduct business (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.



 


		(cc)	Neither the Company nor any of its subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered
or enforced by the U.S. Government or other sanctions authority with relevant jurisdiction, including, without limitation, the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the
European Union, Her Majesty’s Treasury (collectively, “Sanctions”), nor is the Company or any of its subsidiaries
located, organized or ordinarily resident in a country or territory that is the subject or the target of comprehensive Sanctions (presently,
Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine) (each, a “Sanctioned Country”) and the Company
will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities
of or business with any person, that, at the time of such funding or facilitation, is the subject of Sanctions, (ii) to fund or facilitate
any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person
(including any person participating in the transaction, whether as Purchaser, advisor, investor or otherwise) of Sanctions. For the past
five years, the Company and its subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any person
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.



 






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		(dd)	The Company and each subsidiary carry insurance from insurers whom the Company and its subsidiaries believe
are of recognized financial responsibility or maintain appropriate risk management programs in such amounts, covering such risks and liabilities
and with such deductibles or self-insurance retentions as are reasonable given the nature of their business, their ability to self-insure,
the circumstances and geographic area in which such businesses are being conducted and the availability of insurance coverage at commercially
reasonable rates. Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that material
capital improvements or other expenditures are required or necessary to be made in order to continue such insurance; and neither the Company
nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably
be expected to have a Material Adverse Effect.



 


		(ee)	The statistical and market-related data included or incorporated by reference in the Pricing Disclosure
Package and the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Pricing
Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate in all material respects;
or are made on the basis of assumptions the Company believes to be reasonable.



 


		(ff)	Except as described in the Pricing Disclosure Package and except such matters as would not, singly or
in the aggregate, result in a Material Adverse Effect: (i) neither the Company nor any of its subsidiaries is in violation of any
federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or
administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution
or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata)
or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products or asbestos containing materials (collectively,
“Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials (collectively, “Environmental Laws”); (ii) the Company and its subsidiaries
have all permits, authorizations and approvals required under applicable Environmental Laws for their operations as presently conducted
and are each in compliance with their requirements; (iii) there are no pending or threatened administrative, regulatory or judicial
actions, suits, written demands, claims, liens, notices of noncompliance or violation, investigation or proceedings arising pursuant to
any Environmental Law asserted against the Company or any of its subsidiaries and (iv) to the Company’s knowledge, there are
no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating
to Hazardous Materials or Environmental Laws or the violation of any Environmental Laws.



 


		(gg)	(i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled
Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414
of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA
or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative
exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA,
no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning
of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected
to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) or “endangered status” or
“critical status” (within the meaning of Section 305 of ERISA); (v) no “reportable event” (within the
meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur; (vi) each Plan that is intended to
be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act,
which would cause the loss of such qualification and (vii) neither the Company nor any member of the Controlled Group has incurred,
nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC,
in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of
Section 4001(a)(3) of ERISA), except in each case with respect to the events or conditions set forth in (i) through (vii) hereof,
as would not, individually or in the aggregate, have a Material Adverse Effect.



 






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		(hh)	There has been no security breach or attack or other compromise of or relating to any of the Company’s
or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their
respective tenants, employees, vendors and any third party data maintained by or on behalf of them), equipment or technology (“IT
Systems and Data”) and (i) the Company and its subsidiaries have not been notified of, and have no knowledge of any event
or condition that would reasonably be expected to result in, any security breach, attack or compromise to their IT Systems and Data, except
in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) the Company and its subsidiaries have
complied, and are presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation of any
court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized
use, access, misappropriation or modification, except in each case that would not reasonably be expected to have a Material Adverse Effect,
and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards
and practices.



 


		2.	Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of
the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.117%
of the principal amount thereof, plus accrued interest, if any, from September 29, 2021 to the Time of Delivery hereunder, the
principal amount of Securities set forth opposite the name of such Purchaser in Schedule I hereto.



 


		3.	Upon the authorization by you of the release of the Securities, the several Purchasers propose to offer
the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and each Purchaser, acting
severally and not jointly, hereby represents and warrants to, and agrees with the Company that:



 


		(a)	It will sell the Securities only to: (i) persons who it reasonably believes are “qualified
institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the
requirements of Rule 144A or (ii) upon the terms and conditions set forth in Annex I to this Agreement;



 


		(b)	It is an Institutional Accredited Investor (within the meaning of Rule 501 under the Act); and



 


		(c)	Other than with the prior consent of the Company and the Representative, it will not offer or sell the
Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under
the Act.



 


	4.	(a)	The Securities to be purchased by each Purchaser hereunder will be represented by one or more definitive global Securities in book-entry
form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated
custodian. The Company will deliver the Securities to Goldman Sachs & Co. LLC, for the account of each Purchaser, against payment
by or on behalf of such Purchaser of the purchase price therefor by wire transfer in Federal (same day) funds, by causing DTC to credit
the Securities to the account of Goldman Sachs & Co. LLC at DTC. The time and date of such delivery and payment shall be 9:30
a.m., New York City time, on September 29, 2021 or such other time and date as the Representative and the Company may agree upon
in writing. Such time and date are herein called the “Time of Delivery.”



 






    8


     


    

 


		(b)	The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to
Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant
to Section 8(k) hereof, will be delivered at such time and date at the office of Latham & Watkins LLP, 811 Main Street,
Suite 3700, Houston Texas 77002 (the “Closing Location”), and the Securities will be delivered at the office of
DTC (or its designated custodian), all at the Time of Delivery.



 


		5.	The Company agrees with each of the Purchasers:



 


		(a)	To prepare the Offering Circular in a form approved by you; prior to the date on which all of the Securities
shall have been sold by you, to make no amendment or any supplement to the Offering Circular which shall be disapproved by you promptly
after reasonable notice thereof; and to furnish you with copies thereof.



 


		(b)	Promptly from time to time to take such action as you may reasonably request to qualify the Securities
for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the
Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction where it is not then so
subject.



 


		(c)	To furnish the Purchasers with written and electronic copies of the Offering Circular and any amendment
or supplement thereto in such quantities as you may from time to time reasonably request, and if, at any time prior to the completion
of the sale of the Securities by the Purchasers, or any event shall have occurred as a result of which the Offering Circular as then amended
or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading,
or, if for any other reason it shall be necessary or advisable during such same period to amend or supplement the Offering Circular, to
notify you and upon your request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many written
and electronic copies as you may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering
Circular which will correct such statement or omission or effect such compliance.



 


		(d)	During the period beginning from the date hereof and continuing until the date that is 60 days after the
Time of Delivery, not to offer, issue, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any securities
of the Company that are substantially similar to the Securities (other than the issuance of Exchange Securities pursuant to, or the filing
of a registration statement pursuant to, the Registration Rights Agreement), or publicly disclose the intention to make any offer, sale,
pledge, disposition or filing without your prior written consent.



 


		(e)	Not to be or become, at any time prior to the expiration of two years after the Time of Delivery, an open-end
investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to
be registered under Section 8 of the Investment Company Act.



 


		(f)	At any time, for so long as any of the Securities remain outstanding and are “restricted securities”
within the meaning of Rule 144, when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for the benefit
of holders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers
of Securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of
Rule 144A under the Act.



 






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		(g)	For so long as any Securities remain outstanding, to furnish to the holders of the Securities such reports,
within such time periods, as are required to be furnished pursuant to the covenant described in the Offering Circular under the heading
“Description of the Notes—SEC Reports; Financial Information.”



 


		(h)	During the period of one year after the Time of Delivery, the Company will not, and will not permit any
of its “affiliates” (as defined in Rule 144 under the Act) to, resell any of the Securities which constitute “restricted
securities” under Rule 144 that have been reacquired by any of them (other than pursuant to a registration statement that has
been declared effective under the Act).



 


		(i)	To use the net proceeds received by the Company from the sale of the Securities pursuant to this Agreement
in the manner specified in the Pricing Circular under the caption “Use of Proceeds.”



 


 6.




 


		(a)	(i)	The Company represents and agrees that, without the prior consent of the Representative, it and its affiliates and any other person acting
on its or their behalf (other than the Purchasers, as to which no statement is given) (x) have not made and will not make any offer
relating to the Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering
pursuant to a registration statement filed under the Act with the Commission, would constitute an “issuer free writing prospectus,”
as defined in Rule 433 under the Act (any such offer is hereinafter referred to as a “Company Supplemental Disclosure Document”)
and (y) have not solicited and will not solicit offers for, and have not offered or sold and will not offer or sell, the Securities
by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D other
than any such solicitation listed on Schedule II(d) hereto (each such solicitation, a “Permitted General Solicitation”;
each written general solicitation document listed on Schedule II(d) hereto, a “Permitted General Solicitation Material”).



 


		(ii)	Each Purchaser, severally and not jointly, represents and agrees that, without the prior consent of the
Company and the Representative, other than one or more term sheets relating to the Securities containing customary information and conveyed
to purchasers of securities or any Permitted General Solicitation Material, it has not made and will not make any offer relating to the
Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration
statement filed under the Act with the Commission, would constitute a “free writing prospectus,” as defined in Rule 405
under the Act (any such offer (other than any such term sheets and any Permitted General Solicitation Material), is hereinafter referred
to as a “Purchaser Supplemental Disclosure Document”).



 


		(iii)	Any Company Supplemental Disclosure Document, Purchaser Supplemental Disclosure Document or Permitted
General Solicitation Material, the use of which has been consented to by the Company and the Representative, is listed as applicable on
Schedule II(b), Schedule II(c) or Schedule II(d) hereto, respectively.



 


		7.	The Company covenants and agrees with the several Purchasers that the Company will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the
issue of the Securities and all other expenses in connection with the preparation, printing, reproduction and filing of the Preliminary
Offering Circular and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof
to the Purchasers and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, the Registration Rights Agreement,
the Securities, the Blue Sky Memorandum, closing documents (including any compilations thereof), Permitted General Solicitation Materials
and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof,
including the reasonable fees and disbursements of counsel for the Purchasers in connection with such qualification and in connection
with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the
cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements
of counsel for the Trustee in connection with the Indenture and the Securities; (vii) all costs and expenses incurred in connection
with any “road show” presentation to potential purchasers of the Securities; and (viii) all other costs and expenses
incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Purchasers will pay all of their own costs and expenses,
including the fees and disbursements of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.



 






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		8.	The obligations of the Purchasers hereunder shall be subject, in their discretion, to the condition that
all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct,
the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional
conditions:



 


		(a)	Latham & Watkins LLP, counsel for the Purchasers, shall have furnished to you such opinion or
opinions, dated the Time of Delivery, in form and substance satisfactory to you, with respect to such matters as you may reasonably request,
and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.



 


		(b)	Baker Botts L.L.P., counsel for the Company, shall have furnished to you in writing an opinion and a negative
assurance letter, each dated the Time of Delivery, in form and substance satisfactory to you, substantially to the effect set forth on
Annex II-A hereto.



 


		(c)	Debra R. Stockton, General Counsel of the Company, shall have furnished to you her written opinion, dated
the Time of Delivery, in form and substance satisfactory to you, substantially to the effect set forth on Annex II-B hereto.



 


		(d)	On the date of the Offering Circular concurrently with the execution of this Agreement and also at the
Time of Delivery, Ernst & Young LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof,
in form and substance satisfactory to you.



 


		(e)	(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest
audited financial statements included in the Pricing Circular any loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Pricing Circular, and (ii) since the respective dates as of which information is given in
the Pricing Circular there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries
or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position,
stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Pricing Circular, the effect of which, in any such case described in clause (i) or (ii), is in your judgment
so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the
terms and in the manner contemplated in this Agreement and in each of the Pricing Disclosure Package and the Offering Circular.



 


		(f)	On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the
Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by
the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced
that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;



 






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		(g)	On or after the Applicable Time, there shall not have occurred any of the following: (i) a suspension
or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation
in trading in the Company’s securities on New York Stock Exchange; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance
services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political
or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in
your judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in
the manner contemplated in the Pricing Disclosure Package and the Offering Circular.



 





		(h)	The Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have
been executed and delivered by a duly authorized officer of the Company.



 


		(i)	The Purchasers shall have received an executed original copy of the Indenture.



 


		(j)	The Securities shall be eligible for clearance and settlement through the facilities of DTC.



 


		(k)	The Company shall have furnished or caused to be furnished to you at the Time of Delivery a certificate
of two officers of the Company reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at
or prior to such Time of Delivery, as to the matters set forth in subsection (e) of this Section and as to such other matters
as you may reasonably request.



 


	9.	(a)	The Company will indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to
which such Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Offering Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular, or any amendment or supplement
thereto, any Company Supplemental Disclosure Document, any Permitted General Solicitation Material or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and will reimburse each Purchaser for any legal or other expenses reasonably incurred by
such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering
Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular or any such amendment or supplement, any Company
Supplemental Disclosure Document or any Permitted General Solicitation Material, in reliance upon and in conformity with written information
furnished to the Company by any Purchaser through the Representative expressly for use therein.



 


		(b)	Each Purchaser, severally and not jointly, will indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Offering Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular, or any
amendment or supplement thereto, or any Company Supplemental Disclosure Document, any Permitted General Solicitation Material or arise
out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular, the Pricing
Circular, the Pricing Disclosure Package, the Offering Circular or any such amendment or supplement, any Company Supplemental Disclosure
Document or any Permitted General Solicitation Material, in reliance upon and in conformity with written information furnished to the
Company by such Purchaser through the Representative expressly for use therein; and each Purchaser will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such
expenses are incurred.



 






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		(c)	Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party
under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case
any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect
to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include
a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.



 


		(d)	If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless
an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Securities.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Purchasers, in each case as set forth in the Offering Circular. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Purchasers on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount
in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered
to investors exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several
in proportion to their respective purchase obligations and not joint.



 






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		(e)	The obligations of the Company under this Section 9 shall be in addition to any liability which the
Company may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Purchaser,
any affiliate of each Purchaser and each person, if any, who controls any Purchaser within the meaning of the Act; and the obligations
of the Purchasers under this Section 9 shall be in addition to any liability which the respective Purchasers may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.



 


	10.	(a)	If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in
your discretion arrange for you or another party or other parties, which party or parties is or are acceptable to the Company in its
reasonable discretion, to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any
Purchaser you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Securities on such terms.
In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such
Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the
right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may, in order to
reflect the participation of the new purchasers, be made necessary in the Offering Circular, or in any other documents or arrangements,
in order to reflect the participation of the new purchasers, and the Company agrees to prepare promptly any amendments or supplements
to the Offering Circular which in your reasonable opinion may thereby be made necessary. The term “Purchaser” as used in
this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Securities.



 


		(b)	If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser
or Purchasers by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which
remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, then the Company shall have the
right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase
hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of
Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such
arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default.



 


If, after giving effect to any arrangements
for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above,
the aggregate principal amount of Securities which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the
Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers
to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the
part of any non-defaulting Purchaser or the Company, except for the expenses to be borne by the Company and the Purchasers as provided
in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting
Purchaser from liability for its default.


 






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		11.	The respective indemnities, agreements, representations, warranties and other statements of the Company
and the several Purchasers, as set forth in this Agreement or made by or on behalf of them, pursuant to this Agreement, shall remain in
full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Purchaser
or any controlling person of any Purchaser, or the Company or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.



 


		12.	If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be
under any liability to any Purchaser except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not
delivered by or on behalf of the Company as provided herein, the Company will reimburse the Purchasers through you for all expenses approved
in writing by you, including reasonable fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations
for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Purchaser except
as provided in Sections 7 and 9 hereof.



 


		13.	In all dealings hereunder, you shall act on behalf of each of the Purchasers, and the parties hereto shall
be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Purchaser made or given by you.



 


		14.	All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers
shall be delivered or sent by mail or facsimile transmission to the Representative as follows: Goldman Sachs & Co. LLC, 200 West
Street, New York, New York 10282-2198, Attention: Registration Department; and if to the Company shall be delivered or sent by mail or
facsimile transmission to the address of the Company set forth in the Offering Circular, Attention: General Counsel; provided,
however, that any notice to a Purchaser pursuant to Section 9 hereof shall be delivered or sent by mail or facsimile transmission
to such Purchaser at its address set forth in its Purchasers’ Questionnaire, which address will be supplied to the Company by you
upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.



 


		15.	In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)), the Purchasers are required to obtain, verify and record information that identifies their respective clients,
including the Company, which information may include the name and address of their respective clients, as well as other information that
will allow the Purchasers to properly identify their respective clients.



 


		16.	This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Company
and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company
or any Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Purchaser shall be deemed a successor
or assign by reason merely of such purchase.



 


		17.	Time shall be of the essence of this Agreement.



 


		18.	The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to
this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Purchasers, on the
other, (ii) in connection therewith and with the process leading to such transaction each Purchaser is acting solely as a principal
and not the agent or fiduciary of the Company, (iii) no Purchaser has assumed an advisory or fiduciary responsibility in favor of
the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Purchaser has
advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly
set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.
The Company agrees that it will not claim that the Purchaser, or any of them, has rendered advisory services of any nature or respect,
or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.



 


		19.	This Agreement supersedes all prior agreements and understandings (whether written or oral) between or
among the Company and the Purchasers, or any of them, with respect to the subject matter hereof.



 






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		20.	THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW
OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this Agreement or our
engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have
subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction
of, and to venue in, such courts.



 


		21.	The Company and each of the Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.



 


		22.	This Agreement may be executed by any one or more of the parties hereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
The words “execution,” “signed,” “signature,” “delivery” and words of like import in this
Agreement or in any instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into
or delivered pursuant to or in connection with this Agreement or the Indenture shall include images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and
other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.



 


		23.	Notwithstanding anything herein to the contrary, the Company (and the Company’s employees, representatives,
and other agents) are authorized to disclose to any and all persons, the tax treatment and tax structure of the potential transaction
and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure,
without the Purchasers’ imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure
shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities
laws. For this purpose, “tax treatment” means US federal and state income tax treatment, and “tax structure” is
limited to any facts that may be relevant to that treatment.



 


		24.	Recognition of the U.S. Special Resolution Regimes.



 


		(a)	In the event that any Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer from such Purchaser of this Agreement, and any interest and obligation in or under this Agreement,
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and
any such interest and obligation, were governed by the laws of the United States or a state of the United States.



 


		(b)	In the event that any Purchaser that is a Covered Entity or a BHC Act Affiliate of such Purchaser becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if this Agreement were governed by the laws of the United States or a state of the United States.



 






    16 


     


    

 


		(c)	As used in this section:



 


“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).


 


“Covered Entity” means
any of the following:


 


(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 


“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 




    17 


     


    

 


If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter
and such acceptance hereof shall constitute a binding agreement among each of the Purchasers and the Company. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers,
the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority
of the signers thereof.


 


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	 	Very truly yours,
	 	 
	 	 
	 	Helmerich & Payne, Inc.
	 	 
	 	 
	 	By: 	/s/ Mark W. Smith
	 	 	Name: Mark W. Smith
	 	 	Title:   Senior Vice President and Chief Financial Officer



 





[Signature Page – Purchase Agreement]


 








     


     


    

  


	Accepted as of the date hereof:	 
	 	 
	 	 
	Goldman Sachs & Co. LLC	 
	 	 
	 	 
	By: 	/s/ Sam Chaffin	 
	 	Name: Sam Chaffin	 
	 	Title:   Vice President	 



  


[Signature Page – Purchase Agreement]


 




     


     


    

 


ANNEX I


 


		(1)	The Securities have not been and will not be registered under the Act and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons (other than a distributor) except in accordance with Regulation
S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered
and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise
until 40 days after the later of the commencement of the offering of the Securities and the Time of Delivery, only in accordance with
Rule 903 of Regulation S or Rule 144A under the Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor
any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and
it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or
prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer
or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation
or notice to substantially the following effect:



 


“The Securities covered hereby
have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time
or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in
accordance with Regulation S under the Securities Act (or Rule 144A if available under the Securities Act or to accredited investors
in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale
by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any
distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the
foregoing effect. Terms used above have the meaning given to them by Regulation S.”


 


Terms used in this paragraph have the
meanings given to them by Regulation S.


 


Each Purchaser further agrees that it
has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except
with its affiliates or with the prior written consent of the Company.


 


		(2)	Notwithstanding the foregoing, Securities in registered form may be offered, sold and delivered by the
Purchasers in the United States and to U.S. persons pursuant to Section 3 of this Agreement without delivery of the written statement
required by paragraph (1) above.



 


		(3)	Each Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction
outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will
take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. Each Purchaser
understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would
be required for such purpose. Each Purchaser agrees, during the restricted period, not to cause any advertisement of the Securities to
be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except
in any such case with the Representative’s express written consent and then only at its own risk and expense.



 




    Annex I A-1