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TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS

Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-230427

This preliminary prospectus supplement and the accompanying base prospectus relate to an effective registration statement and are not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 6, 2020

PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated March 21, 2019)

$900,000,000

LOGO

        % Senior Notes due 2025
        % Senior Notes due 2028

               We are offering $900,000,000 aggregate principal amount of our        % senior notes due 2025 (the "2025 notes") and $             aggregate principal amount of our        % senior notes due 2028 (the "2028 notes" and, together with the 2025 notes, the "notes"). We will pay interest on the 2025 notes on                        and                         of each year, beginning                                    , 2020. The 2025 notes will bear interest at the rate of        % per year and will mature on                                    , 2025. We will pay interest on the 2028 notes on                        and                         of each year, beginning                                    , 2020. The 2028 notes will bear interest at the rate of        % per year and will mature on                                     , 2028.

               We may redeem some or all of the notes at any time before maturity at the prices discussed under the sections entitled "Description of 2025 Notes—Optional Redemption" with respect to the 2025 notes and "Description of 2028 Notes—Optional Redemption" with respect to the 2028 notes.

               The notes and the guarantees will be, respectively, the issuer's and the guarantors' general unsecured senior obligations and will rank equally in right of payment with all of the issuer's and the guarantors' existing and future senior indebtedness that is not subordinated to the notes. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by Laredo Midstream Services, LLC, Garden City Minerals, LLC and all of our future domestic restricted subsidiaries, with certain customary exceptions. The notes will be effectively subordinated to all of the issuer's and the guarantors' existing and future secured debt, including debt incurred under our senior secured credit facility, to the extent of the value of the assets securing that debt. In addition, the notes will be structurally subordinated to all of the liabilities of any of our subsidiaries that do not guarantee the notes. See "Description of 2025 Notes" with respect to the 2025 notes and "Description of 2028 Notes" with respect to the 2028 notes.

               The notes will not be listed on any securities exchange. There is currently no public market for the notes. The notes are new issues of securities with no established trading market.

               Investing in the notes involves risks. See "Risk Factors" beginning on page S-14 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

               Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

 
  Per 2025
note
  Total 2025
notes
  Per 2028
note
  Total 2028
notes
 

Public offering price(1)

           % $                     % $           

Underwriting discounts and commissions

           % $                     % $           

Proceeds, before expenses, to us

           % $                     % $           

(1)
Plus accrued interest, if any, from                                    , 2020, if settlement occurs after such date.

               The underwriters expect to deliver the notes in book entry form only, through the facilities of The Depository Trust Company, against payment on or about                                    , 2020.

Joint Book-Running Managers

BofA Securities Wells Fargo
Securities
BMO Capital
Markets
Goldman Sachs & Co. LLC Barclays Capital One Securities

Lead Managers

SOCIETE GENERALE   ABN AMRO   Citigroup   Scotiabank

Co-Managers

Credit Suisse   BBVA   BOK Financial Securities, Inc.   Comerica Securities   SunTrust Robinson Humphrey

                        , 2020


Table of Contents


TABLE OF CONTENTS

Prospectus Supplement

 
  Page  

ABOUT THIS PROSPECTUS SUPPLEMENT

    S-ii  

WHERE YOU CAN FIND MORE INFORMATION

   
S-ii
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   
S-iv
 

SUMMARY

   
S-1
 

THE OFFERING

   
S-5
 

RISK FACTORS

   
S-14
 

USE OF PROCEEDS

   
S-23
 

CAPITALIZATION

   
S-24
 

DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

   
S-25
 

DESCRIPTION OF THE 2025 NOTES

   
S-28
 

DESCRIPTION OF THE 2028 NOTES

   
S-102
 

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

   
S-176
 

CERTAIN ERISA CONSIDERATIONS

   
S-182
 

UNDERWRITING

   
S-184
 

LEGAL MATTERS

   
S-190
 

EXPERTS

   
S-190
 


Prospectus

 
  Page  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    1  

ABOUT THIS PROSPECTUS

   
2
 

WHERE YOU CAN FIND MORE INFORMATION

   
3
 

LAREDO PETROLEUM, INC. 

   
4
 

ABOUT THE SUBSIDIARY GUARANTORS

   
4
 

RISK FACTORS

   
4
 

USE OF PROCEEDS

   
5
 

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

   
5
 

DESCRIPTION OF CAPITAL STOCK

   
23
 

DESCRIPTION OF DEPOSITARY SHARES

   
27
 

DESCRIPTION OF WARRANTS

   
28
 

PLAN OF DISTRIBUTION

   
29
 

LEGAL MATTERS

   
31
 

EXPERTS

   
31
 

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ABOUT THIS PROSPECTUS SUPPLEMENT

              This document is in two parts. The first part is this prospectus supplement and the documents incorporated by reference herein, which describes the specific terms of this offering of our notes. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering of notes. If the information relating to the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement.

              You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying base prospectus and any related freewriting prospectus. We and the underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it.

              This prospectus supplement and the accompanying base prospectus are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information contained in this prospectus supplement, the accompanying base prospectus or any related freewriting prospectus is accurate as of any date other than the respective date on the front cover of those documents, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or any sale of a security.

              In this prospectus supplement, "Laredo," "we," "us," "our" or "ours" refer to Laredo Petroleum, Inc. and its subsidiaries, unless we state otherwise or the context indicates otherwise.


WHERE YOU CAN FIND MORE INFORMATION

              We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). You can find our public filings with the SEC on the internet at a website maintained by the SEC located at www.sec.gov. We also make available on our internet website our annual, quarterly and current reports and amendments as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. Our Internet address is www.laredopetro.com. The information on our website is not incorporated by reference into this prospectus supplement and does not constitute a part of this prospectus supplement.

              We are "incorporating by reference" specified documents that we file with the SEC, which means:

              We incorporate by reference the documents listed below, which we filed with the SEC under the Exchange Act of 1934, as amended (the "Exchange Act") (excluding information deemed to be furnished and not filed with the SEC):

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              In addition, we incorporate by reference in this prospectus supplement any future filings made by Laredo with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished and not filed with the SEC) prior to the termination of the offering under this prospectus supplement.

              Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost by writing or telephoning us at the following address and telephone number:

Laredo Petroleum, Inc.
Attention: Investor Relations
15 W. Sixth Street, Suite 900
Tulsa, Oklahoma 74119
(918) 513-4570

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

              The information in this prospectus supplement includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These forward-looking statements include statements, projections and estimates concerning our operations, performance, business strategy, oil, natural gas liquids ("NGL") and natural gas reserves, drilling program capital expenditures, liquidity and capital resources, the timing and success of specific projects, outcomes and effects of litigation, claims and disputes, derivative activities and potential financing. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "could," "may," "will," "foresee," "plan," "goal," "should," "intend," "pursue," "target," "continue," "suggest" or the negative thereof or other variations thereof or other words that convey the uncertainty of future events or outcomes. Forward-looking statements are not guarantees of performance. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Among the factors that significantly impact our business and could impact our business in the future are:

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              These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the period ended September 30, 2019, this prospectus supplement and in other filings made by us from time to time with the SEC or in materials incorporated herein or therein. In light of such risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements.

              Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil or natural gas that are ultimately recovered.

              All forward-looking statements contained in this prospectus supplement speak only as of the date of this prospectus supplement and all forward-looking statements incorporated by reference into this prospectus supplement speak only as of the dates such statements were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements regarding new information, future events or otherwise, except as required by applicable securities laws.

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SUMMARY

              This summary highlights information contained elsewhere in this prospectus supplement, the accompanying base prospectus and the documents we incorporate by reference. It does not contain all the information that may be important to you or that you may wish to consider before investing in our notes. You should read carefully the entire prospectus supplement, the accompanying base prospectus, the documents incorporated by reference and the other documents to which we refer for a more complete understanding of our business and the terms of this offering. Please read "Risk Factors" beginning on page S-14 of this prospectus supplement and additional information contained in our Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the period ended September 30, 2019, which are incorporated by reference into this prospectus supplement, for more information about known material factors you should consider before investing in our notes in this offering.

              The estimates of our proved reserves as of December 31, 2019 included in this prospectus supplement are based on the reserve report prepared by Ryder Scott Company L.P. ("Ryder Scott"), our independent reserve engineers, which report is filed as an exhibit to our Current Report on Form 8-K filed on January 6, 2020 and is incorporated herein by reference.

Laredo Petroleum, Inc.

Overview

              We are an independent energy company focused on the acquisition, exploration and development of oil and natural gas properties primarily in the Permian Basin in West Texas. The oil and liquids-rich Permian Basin is characterized by multiple target horizons, extensive production histories, long-lived reserves, high drilling success rates and high initial production rates. As of December 31, 2019, we had total proved reserves, presented on a three-stream basis (oil, NGL, and natural gas), of 293,377 MBOE, of which 83% are classified as proved developed reserves and 27% are attributed to oil reserves. Since our inception in 2006, we have established and realized our reserves, production and cash flow primarily through our drilling program coupled with select strategic acquisitions.

              Our primary development and production fairway is located on the east side of the Midland Basin, 35 miles east of Midland, Texas. Our acreage is largely contiguous in the neighboring Texas counties of Howard, Glasscock, Reagan, Sterling and Irion. As of December 31, 2019, we held 133,512 net acres in the Permian Basin, all of which were held in 294 sections in the Permian-Garden City area, with an average working interest of 89% in all Laredo-operated producing wells.

              Through our wholly-owned subsidiary, Laredo Midstream Services, LLC ("Laredo Midstream"), we own and operate more than 231 miles of pipeline in our crude oil and natural gas gathering, fuel gas and gas lift systems in the Permian Basin as of December 31, 2019. These systems and pipelines provide greater operational efficiency and potentially better pricing for our production and enable us to coordinate our activities to connect our wells to market upon completion with minimal pipeline delays.

Our Business Strategy

              Our goal is to enhance stockholder value by executing the following strategy:

    maximize our capital efficiency by seeking to drill high rate of return wells through wider well spacing, reduced overhead and operational improvements;

    deploy our capital in a strategic manner while considering value-enhancing acquisitions, divestitures, mergers, redemptions, repurchases, delevering and similar transactions;

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    opportunistically target our high-margin inventory using our free cash flow to help us accelerate the growth of our oil production;

    proactively manage risk to limit downside;

    increase scale through consolidation;

    improve corporate returns through accretive acquisitions;

    continue to hedge our production to protect cash flows, diminish the effects of commodity price fluctuations and maintain upside exposure; and

    increase the use of our previously built infrastructure and evaluate opportunities for strategic expansion.

Recent Developments

Acreage Acquisition

              On December 12, 2019, we completed the purchase of 7,360 net acres (96% operated) and 750 net royalty acres in Howard County, Texas for $130.3 million, subject to adjustments of the purchase price. Pursuant to the terms of the purchase agreement, if the average WTI crude price exceeds $60 per barrel for the year ending December 31, 2020, we are obligated to pay the seller $20 million. If the average WTI crude price is less than $60 for the year ending December 31, 2020, no payment to the seller is due. The acquisition was primarily financed through borrowings under our senior secured credit facility.

              On December 9, 2019, we purchased 4,475 contiguous net acres in Glasscock County for $65 million. The acquisition was financed through borrowings under our senior secured credit facility.

              We refer to these recent acreage acquisitions collectively herein as the "Acreage Acquisitions."

Operational Update

              For the year ended December 31, 2019, we produced an average of 28.4 thousand barrels of oil per day ("MBOPD") and 80.9 thousand barrels of oil equivalents per day ("MBOEPD"). During the fourth quarter of 2019, we produced 27.3 MBOPD and 84.0 MBOEPD.

Concurrent Transactions

Tender Offers

              Concurrently with this offering, we are conducting cash tender offers and consent solicitations for (i) any or all of our outstanding $450 million aggregate principal amount of 55/8% senior unsecured notes due 2022 (our "January 2022 Notes") and (ii) any or all of our outstanding $350 million aggregate principal amount of 61/4% senior unsecured notes due 2023 (our "March 2023 Notes" and, together with our January 2022 Notes, our "Existing Notes"), subject to certain conditions (the "Tender Offers"). The cash required to fund the Tender Offers will be financed with the proceeds of this offering, and we expect to purchase the Existing Notes then tendered pursuant to the early settlement provisions of the Tender Offers immediately following the closing of this offering, assuming all conditions to the Tender Offers have been met. See "Use of Proceeds."

              The tender consideration for the January 2022 Notes and March 2023 Notes pursuant to the Tender Offers is $956.30 and $965.63, respectively, in each case, per $1,000 principal amount tendered and accepted for purchase (the "Tender Offer Consideration"). In addition, holders will be entitled to accrued and unpaid interest up to, but not including, the applicable payment date.

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              Each holder who validly tenders its Existing Notes and delivers consents to the proposed amendments described below prior to 5:00 p.m., New York City time, on January 17, 2020 will receive the applicable Tender Offer Consideration plus the applicable early tender premium of $50.00 per $1,000 principal amount of Existing Notes validly tendered (the "Early Tender Premium"). The total tender consideration for the January 2022 Notes and the March 2023 Notes pursuant to the Tender Offers is $1,006.30 and $1,015.63, respectively. Each holder who validly tenders its Existing Notes after the early tender time but prior to the expiration date will receive the applicable Tender Offer Consideration, but not the Early Tender Premium. The Tender Offers will expire at 12:01 a.m., New York City time, on February 4, 2020, unless extended or earlier terminated.

              In addition, as part of the Tender Offers for the January 2022 Notes and the March 2023 Notes, we are soliciting consents to (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indentures governing the January 2022 Notes and the March 2023 Notes, and (ii) reduce from 30 days to 3 business days the period of advance notice for redemptions contained in the indentures governing such notes (collectively, the "Proposed Amendments").

              Upon receipt of the requisite consents to the Proposed Amendments, we intend to enter into supplemental indentures with the respective indenture trustees effecting the Proposed Amendments. The Proposed Amendments will become operative immediately following the early acceptance date for the Tender Offers (assuming the requisite consents are obtained). Accordingly, immediately following the early acceptance date for the Tender Offers, any January 2022 Notes and March 2023 Notes that remain outstanding will no longer have the benefit of substantially all the restrictive covenants contained in the indentures.

              The consummation of the Tender Offers is conditioned upon, among other things, the receipt of sufficient funds in this offering to pay the consideration described above. The Tender Offers are subject to a number of conditions that may be waived or changed. This offering is not conditioned on the closing of the Tender Offers, and we cannot assure you that any holders of Existing Notes will tender their Existing Notes in the Tender Offers on the terms described in this prospectus supplement or at all.

              This prospectus supplement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the Existing Notes. The Tender Offers have been made solely pursuant to the applicable Offers to Purchase and Consent Solicitation statements dated January 6, 2020 and the related Consents and Letter of Transmittals.

              BofA Securities, Inc. is acting as dealer manager for the Tender Offers and Solicitation Agent for the consent solicitations, for which it will receive indemnification against certain liabilities and reimbursement of expenses. Additionally, certain of the underwriters or their affiliates are holders of our Existing Notes and, accordingly, may receive a portion of the proceeds of this offering in the Tender Offers of the Existing Notes. See "Underwriting."

Redemptions

              Concurrently with this offering and the Tender Offers, we gave a conditional notice on January 6, 2020 for the redemption on or around February 5, 2020 of all of our January 2022 Notes, contingent upon (i) the successful completion of this offering and (ii) the Proposed Amendments with respect to our January 2022 Notes not having become operative, in each case, on or before January 30, 2020. Moreover, contingent upon such a successful completion of this offering, we intend, but are not obligated, to give notice of (i) the redemption on March 15, 2020 of all of our March 2023 Notes not tendered in the related Tender Offer and (ii) if the Proposed Amendments with respect to our January 2022 Notes have become operative on or before January 30, 2020, the redemption on the date three business days after such operative date of all of our January 2022 Notes not previously purchased in

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the related Tender Offer. In the event that all of the Existing Notes are not tendered in the Tender Offers or the Tender Offers are not consummated, we intend to use a portion of the net proceeds from this offering to fund the redemption of all January 2022 Notes outstanding on or around February 5, 2020 (or, if the related Proposed Amendments become operative on or before January 30, 2020, on the date three business days after such operative date) and all March 2023 Notes outstanding on or around March 15, 2020. Assuming none of the currently outstanding Existing Notes are repurchased by us pursuant to the Tender Offers, the aggregate redemption price for all of the Existing Notes on such dates would be approximately $450.0 million plus accrued and unpaid interest and $355.5 million plus accrued and unpaid interest, respectively.

              This offering is not conditioned on the closing of any redemption of the Existing Notes, and we cannot assure you that we will redeem the Existing Notes on the terms described in this prospectus supplement or at all. This prospectus supplement and any statements of intent contained herein with respect to the redemption of the Existing Notes does not constitute a notice of redemption under the respective indenture governing the January 2022 Notes or the March 2023 Notes and the redemption of the January 2022 Notes or the March 2023 Notes, if any, is being or will be made only by and pursuant to the terms of the applicable notice of redemption. Notwithstanding the foregoing, we have the right but not the obligation to redeem any March 2023 Notes or, if the Proposed Amendments with respect to the January 2022 Notes become operative, any January 2022 Notes, in each case, that remain outstanding after or otherwise have not previously been purchased in the applicable Tender Offer, and the selection of any particular redemption date is in our discretion.

Our Offices

              Our executive offices are located at 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119, and the phone number at this address is (918) 513-4570. Our website address is www.laredopetro.com. We make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement.

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THE OFFERING

              The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of 2025 Notes" and "Description of 2028 Notes" sections of this prospectus supplement each contain a more detailed description of the terms and conditions of the 2025 notes and the 2028 notes, respectively.

Issuer

  Laredo Petroleum, Inc.

Notes Offered

 

$450.0 million aggregate principal amount of            % senior notes due 2025.

 

$450.0 million aggregate principal amount of            % senior notes due 2028.

Maturity Date

 

The 2025 notes will mature on                        , 2025.

 

The 2028 notes will mature on                        , 2028.

Interest

 

Interest on the 2025 notes will accrue at a rate of            % per annum, payable semi-annually, in cash in arrears, on                and                of each year, commencing                        , 2020.

 

Interest on the 2028 notes will accrue at a rate of            % per annum, payable semi-annually, in cash in arrears, on                and                of each year, commencing                        , 2020.

Guarantees

 

Certain of the issuer's future domestic restricted subsidiaries will, subject to certain customary exceptions, fully and unconditionally guarantee, jointly and severally, the notes so long as each such entity guarantees or becomes an obligor of our senior secured credit facility or other debt of the issuer or any restricted subsidiary of the issuer, in each case, in excess of $5 million. Not all of the issuer's future subsidiaries will be required to become guarantors. If the issuer cannot make payments on the notes when they are due, the guarantors must make them instead. Please read "Description of 2025 Notes—Guarantees" with respect to the 2025 notes and "Description of 2028 Notes—Guarantees" with respect to the 2028 notes.

 

Each guarantee will rank:

 

senior in right of payment to any future subordinated indebtedness of the guarantor;

 

equally in right of payment with all existing and future senior indebtedness of the guarantor, including its guarantee of the Existing Notes; and

 

effectively junior in right of payment to all existing and future secured indebtedness of the guarantor, including any guarantee of indebtedness under our senior secured credit facility, to the extent of the value of the assets of the guarantor constituting collateral securing such indebtedness.

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As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering and the application of the net proceeds therefrom (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, the guarantees of the notes would have been effectively junior to $295 million secured indebtedness outstanding under our senior secured credit facility, the guarantors would have guaranteed approximately $900 million of senior unsecured indebtedness (including the notes) and the issuer would have had approximately $665 million of borrowing capacity available under its senior secured credit facility, subject to compliance with financial covenants, the guarantees of which would be effectively senior to the guarantees of the notes (to the extent of the value of the assets of the guarantor constituting collateral securing such indebtedness).

Ranking

 

The notes will be the issuer's unsecured senior obligations. Accordingly, they will rank:

 

senior in right of payment to any future subordinated indebtedness of the issuer;

 

equally in right of payment with all existing and future senior indebtedness of the issuer, including the Existing Notes;

 

effectively junior in right of payment to all of the issuer's existing and future secured indebtedness, including indebtedness under our senior secured credit facility, to the extent of the value of the assets of the issuer constituting collateral securing such indebtedness; and

 

structurally junior to all indebtedness and other liabilities of any future non-guarantor subsidiaries.

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As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering and the application of the net proceeds therefrom (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, the issuer would have had approximately $1.195 billion of total indebtedness (including the notes) of which $295 million would be secured indebtedness to which the notes would be effectively junior.

Optional Redemption

 

The issuer will have the option to redeem: (i) the 2025 notes, in whole or in part, at any time on or after                        , 2022, at the redemption prices described in this prospectus supplement under the heading "Description of 2025 Notes—Optional Redemption," together with any accrued and unpaid interest to, but not including, the date of redemption and (ii) the 2028 notes, in whole or in part, at any time on or after                        , 2023, at the redemption prices described in this prospectus supplement under the heading "Description of 2028 Notes—Optional Redemption," together with any accrued and unpaid interest to, but not including, the date of redemption.

 

In addition, with respect to the 2025 notes, before                        , 2022, the issuer may redeem all or any part of the 2025 notes at the make-whole price set forth under "Description of 2025 Notes—Optional Redemption." In addition, before                        , 2022, the issuer may, at any time or from time to time, redeem up to 35% of the aggregate principal amount of the 2025 notes in an amount not to exceed the amount of the net cash proceeds of one or more public or private equity offerings at a redemption price of            % of the principal amount of the 2025 notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the 2025 notes issued under the indenture governing the 2025 notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. If a change of control occurs prior to                        , 2021, the issuer may redeem all, but not less than all, of the 2025 notes at a redemption price equal to 110% of the principal amount of the 2025 notes plus any accrued and unpaid interest to, but not including, the date of redemption.

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In addition, with respect to the 2028 notes, before                        , 2023, the issuer may redeem all or any part of the 2028 notes at the make-whole price set forth under "Description of 2028 Notes—Optional Redemption." In addition, before                        , 2023, the issuer may, at any time or from time to time, redeem up to 35% of the aggregate principal amount of the 2028 notes in an amount not to exceed the amount of the net cash proceeds of one or more public or private equity offerings at a redemption price of            % of the principal amount of the 2028 notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the 2028 notes issued under the indenture governing the 2028 notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. If a change of control occurs prior to                        , 2021, the issuer may redeem all, but not less than all, of the 2028 notes at a redemption price equal to 110% of the principal amount of the 2028 notes plus any accrued and unpaid interest to, but not including, the date of redemption.

Change of Control

 

If a change of control event occurs, each holder of notes may require the issuer to repurchase all or a portion of its notes for cash at a price equal to 101% of the aggregate principal amount of such notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.

Certain Covenants

 

We will issue the notes as two separate series under a base indenture supplemented by two separate supplemental indentures governing each respective series of notes. The indenture governing the notes of a series contains covenants that limit, among other things, the ability of the issuer and some of its subsidiaries to:

 

pay distributions or dividends on, or purchase, redeem or otherwise acquire, equity interests;

 

make certain investments;

 

incur additional indebtedness or liens;

 

sell certain assets or merge with or into other companies;

 

engage in transactions with affiliates; and

 

enter into sale and leaseback transactions.

 

These covenants are subject to a number of important qualifications and limitations. In addition, substantially all of the covenants in the indenture governing the notes of a series will be suspended before the notes of such series mature if both of two specified ratings agencies assign the notes of such series an investment grade rating in the future and no event of default exists under the indenture governing the notes of such series. See "Description of 2025 Notes—Certain Covenants" with respect to the 2025 notes and "Description of 2028 Notes—Certain Covenants" with respect to the 2028 notes.

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Absence of an Established Market for the Notes

 

There is currently no established public market for the notes. Although certain of the underwriters have informed us that they intend to make a market in the notes, the underwriters are not obligated to do so and may discontinue market-making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained.

Use of Proceeds

 

We intend to use the net proceeds from this offering (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) for general corporate purposes, including repaying a portion of the borrowings outstanding under our senior secured credit facility. Pending the potential use of the net proceeds from this offering as described in items (i) and (ii) above, we intend to use the net proceeds from this offering to make short-term liquid investments, at our discretion. Certain of the underwriters of the notes or their affiliates are agents and/or lenders under our senior secured credit facility and, accordingly, will receive a portion of the net proceeds of this offering. See "Use of Proceeds."

Settlement

 

We expect that delivery of the notes will be made to investors on or about            , 2020, which will be the                        business day following the date of this prospectus supplement (such settlement being referred to as "T+          "). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+          , to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

              You should refer to the section entitled "Risk Factors" beginning on page S-14 for an explanation of certain risks of investing in the notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

              The following summary historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited consolidated financial statements and related notes, which are included in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2019, each of which is incorporated by reference herein. We believe that the assumptions underlying the preparation of our financial statements are reasonable. The financial information included in or incorporated into this prospectus supplement may not be indicative of our future results of operations, financial position or cash flows.

              Presented below is our summary historical consolidated financial data for the periods and as of the dates indicated. The summary historical consolidated financial data for the year ended December 31, 2018 and the consolidated balance sheet data as of December 31, 2018 are derived from our audited consolidated financial statements and the notes thereto incorporated by reference herein. The summary historical consolidated financial data for the nine months ended September 30, 2019 and the consolidated balance sheet data as of September 30, 2019 are derived from our unaudited consolidated financial statements and the notes thereto incorporated by reference herein.

(in thousands, except per share data, unaudited)
  Nine months ended
September 30, 2019
  Nine months ended
September 30, 2018
  Year ended
December 31, 2018
 

Statement of operations data:

                   

Total revenues

  $ 619,159   $ 890,488   $ 1,105,775  

Total costs and expenses(1)

    857,373     598,119     757,283  

Operating income (loss)

    (238,214 )   292,369     348,492  

Total non-operating income (expense), net

    136,664     (115,960 )   (19,648 )

Income (loss) before income taxes

    (101,550 )   176,409     328,844  

Total income tax benefit (expense)

    812     (1,387 )   (4,249 )

Net income (loss)

  $ (100,738 ) $ 175,022   $ 324,595  

Net income (loss) per common share:

                   

Basic

  $ (0.44 ) $ 0.75   $ 1.40  

Diluted

  $ (0.44 ) $ 0.75   $ 1.39  

(1)
Includes full cost ceiling impairment expense of $397.9 million for the nine months ended September 30, 2019.
(in thousands, unaudited)
  September 30, 2019   December 31, 2018  

Balance sheet data:

             

Cash and cash equivalents

  $ 31,693   $ 45,151  

Property and equipment, net

  $ 1,977,271   $ 2,199,635  

Total assets

  $ 2,277,651   $ 2,420,305  

Total current liabilities

  $ 145,817   $ 200,465  

Long-term debt, net

  $ 979,972   $ 983,636  

Total stockholders' equity

  $ 1,079,252   $ 1,174,230  

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(in thousands, unaudited)
  Nine months ended
September 30, 2019
  Nine months ended
September 30, 2018
  Year ended
December 31, 2018
 

Other financial data:

                   

Net cash provided by operating activities

  $ 366,868   $ 408,528   $ 537,804  

Net cash used in investing activities

  $ (372,676 ) $ (536,431 ) $ (690,956 )

Net cash (used in) provided by financing activities

  $ (7,650 ) $ 66,151   $ 86,144  

Adjusted EBITDA(1)

  $ 422,291   $ 456,492   $ 588,862  

(1)
Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss) see "—Non-GAAP financial measure and reconciliation" below.

Non-GAAP financial measure and reconciliation

              Adjusted EBITDA is a non-GAAP financial measure that we define as net income or loss plus adjustments for income taxes, depletion, depreciation and amortization, impairment expense, non-cash stock-based compensation, net, accretion expense, mark-to-market on derivatives, premiums paid for derivatives, interest expense, gains or losses on disposal of assets and other non-recurring income and expenses. Adjusted EBITDA provides no information regarding a company's capital structure, borrowings, interest costs, capital expenditures, working capital movement or tax position. Adjusted EBITDA does not represent funds available for future discretionary use because those funds are required for future debt service, capital expenditures, working capital, income taxes, franchise taxes and other commitments and obligations. However, our management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure:

    is widely used by investors in the oil and natural gas industry to measure a company's operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods, the book value of assets, capital structure and the method by which assets were acquired, among other factors;

    helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and

    is used by our management for various purposes, including as a measure of operating performance, in presentations to our board of directors and as a basis for strategic planning and forecasting.

              There are significant limitations to the use of Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations to different companies and the different methods of calculating Adjusted EBITDA reported by different companies. Our measurements of Adjusted EBITDA for financial reporting as compared to compliance under our debt agreements differ.

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              The following table presents a reconciliation of net income (loss) (GAAP) to Adjusted EBITDA (non-GAAP):

(in thousands, unaudited)
  Nine months ended
September 30, 2019
  Nine months ended
September 30, 2018
  Year ended
December 31, 2018
 

Net income (loss)

  $ (100,738 ) $ 175,022   $ 324,595  

Plus:

                   

Income tax (benefit) expense

    (812 )   1,387     4,249  

Depletion, depreciation and amortization

    197,900     152,278     212,677  

Impairment expense

    397,890          

Non-cash stock-based compensation, net

    5,244     28,748     36,396  

Restructuring expenses

    16,371          

Accretion expense

    3,077     3,341     4,472  

Mark-to-market on derivatives:

                   

(Gain) loss on derivatives, net

    (136,713 )   69,211     (42,984 )

Settlements received (paid) for matured derivatives, net

    48,827     (5,943 )   6,090  

Settlements paid for early terminations of derivatives, net

    (5,409 )        

Premiums paid for derivatives

    (7,664 )   (14,930 )   (20,335 )

Interest expense

    46,503     42,787     57,904  

Litigation settlement

    (42,500 )        

Loss on disposal of assets, net

    315     4,591     5,798  

Adjusted EBITDA

  $ 422,291   $ 456,492   $ 588,862  

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SUMMARY HISTORICAL RESERVE DATA

              The following tables set forth certain unaudited information concerning our proved oil, NGL and natural gas reserves as of December 31, 2019 and 2018, based on estimates in reserve reports prepared by Ryder Scott, our independent reserve engineers. Our reserves are reported in three streams: oil, NGL and natural gas. Reserves cannot be measured exactly because reserve estimates involve subjective judgments. The estimates must be reviewed periodically and adjusted to reflect additional information gained from reservoir performance, new geological and geophysical data and economic changes.

 
  As of December 31, 2019  
 
  Reserve category  
 
  PDP   PUD   Total  

Proved reserves:

                   

Oil (MBbl)

    52,711     25,928     78,639  

NGL (MBbl)

    90,861     11,337     102,198  

Natural gas (MMcf)

    600,334     74,903     675,237  

Oil equivalents (MBOE)(1)

    243,628     49,749     293,377  

% Oil

    22 %   52 %   27 %

% NGL

    37 %   23 %   35 %

% Natural gas

    41 %   25 %   38 %

(1)
BOE is calculated using a conversion rate of six Mcf per one Bbl.


 
  As of December 31, 2018  
 
  Reserve category  
 
  PDP   PUD   Total  

Proved reserves:

                   

Oil (MBbl)

    55,893     6,001     61,894  

NGL (MBbl)

    79,241     7,406     86,647  

Natural gas (MMcf)

    491,828     45,928     537,756  

Oil equivalents (MBOE)(1)

    217,105     21,062     238,167  

% Oil

    26 %   29 %   26 %

% NGL

    36 %   35 %   36 %

% Natural gas

    38 %   36 %   38 %

(1)
BOE is calculated using a conversion rate of six Mcf per one Bbl.

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RISK FACTORS

              Investing in our notes involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all of the information described in this prospectus supplement and the accompanying base prospectus before purchasing our notes. In addition, you should carefully consider, among other things, the matters discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the period ended September 30, 2019 and in the documents that we subsequently file with the SEC, all of which are incorporated by reference into this prospectus supplement. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, operating results or cash flow could be materially and adversely affected. Additional risks and uncertainties not presently known to us or not believed by us to be material may also negatively impact us.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

              Our ability to make scheduled payments on or to refinance our debt obligations, including the notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes. As a result of concern about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased for certain companies as many lenders and institutional investors have increased interest rates, enacted tighter lending standards and reduced and, in some cases, ceased to provide funding to borrowers.

              If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and the bank markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of our existing or future debt instruments and the indentures governing the notes of each series may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit facility and the indentures governing the Existing Notes restrict, and the indenture governing the notes of a series will restrict, our ability to dispose of assets and use the proceeds from such disposition. We may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

              As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering and the application of the net proceeds therefrom (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowing outstanding under our

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senior secured credit facility, the borrowing base under our senior secured credit facility would have been $975 million with an aggregate $975 million elected commitment available for borrowings, subject to covenant compliance. In the future, we may not be able to access adequate funding under our senior secured credit facility as a result of a decrease in our borrowing base due to the issuance of new indebtedness, the outcome of a subsequent semi-annual borrowing base redetermination or an unwillingness or inability on the part of our lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover the defaulting lender's portion. Declines in commodity prices could result in a determination to lower the borrowing base in the future and, in such a case, we could be required to repay any indebtedness in excess of the redetermined borrowing base. As a result, we may be unable to implement our drilling and development plan, make acquisitions or otherwise carry out our business plan, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service the notes.

Despite our indebtedness level, we still may be able to incur significant additional amounts of debt.

              As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering and the application of the net proceeds therefrom (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, we would have $1.195 billion of indebtedness outstanding, including the notes offered hereby, as well as approximately $665 million of borrowing capacity available under our senior secured credit facility, subject to compliance with financial covenants. We may be able to incur substantial additional indebtedness, including secured indebtedness, in the future. The restrictions on the incurrence of additional indebtedness contained in the indentures governing the Existing Notes and our senior secured credit facility are, and such restrictions to be contained in the indenture governing the notes of a series will be, subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness, including secured indebtedness, that could be incurred in compliance with these restrictions could be substantial. In addition, the indenture governing the notes of a series will not prevent us from incurring obligations that do not constitute indebtedness under such indenture. See "Description of Certain Other Indebtedness—Senior Secured Credit Facility," "Description of 2025 Notes" and "Description of 2028 Notes."

              If we incur any additional indebtedness or other obligations, including trade payables, that rank equally with the notes, the holders of those obligations will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of proceeds paid to you. In addition, if new debt is added to our existing debt levels, the related risks that we face would increase and may make it more difficult to satisfy our existing financial obligations, including those relating to the notes.

Our debt agreements contain restrictions that will limit our flexibility in operating our business.

              The indentures governing the Existing Notes and our senior secured credit facility each contain, the indenture governing the notes of each series offered hereby will contain, and any future indebtedness we incur may contain, various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:

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              As a result of these covenants, we are limited in the manner in which we may conduct our business and we may be unable to engage in favorable business activities or finance future operations or our capital needs. In addition, the covenants in our senior secured credit facility require us to maintain a minimum working capital ratio and minimum interest coverage ratio and also limit our capital expenditures. A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions and, in the case of our senior secured credit facility, permit the lenders to cease making loans to us. Upon the occurrence of an event of default under our senior secured credit facility, the lenders could elect to declare all amounts outstanding under our senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. Such actions by those lenders could cause cross defaults, which may result in an acceleration, under our other indebtedness, including the Existing Notes and the notes. If we were unable to repay those amounts, the lenders under our senior secured credit facility could proceed against the collateral granted to them to secure that indebtedness. We pledged a significant portion of our assets as collateral under our senior secured credit facility. If the lenders under our senior secured credit facility accelerate the repayment of the borrowings thereunder, the proceeds from the sale or foreclosure upon such assets will first be used to repay debt under our senior secured credit facility, and we may not have sufficient assets to repay our unsecured indebtedness thereafter, including the notes.

If we are unable to comply with the restrictions and covenants in the agreements governing our notes and other indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and could impair our ability to make principal and interest payments on the notes.

              If we are unable to comply with the restrictions and covenants in the indenture governing the notes of a series, in the indentures governing the Existing Notes or in our senior secured credit facility, or in any future debt financing agreements, a default could occur under the terms of these agreements. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants or meet these tests. Any default under the agreements governing our indebtedness, including a default under our senior secured credit facility or the indentures governing the Existing Notes or the indenture governing the notes of a series, that is not waived by the requisite number of lenders or holders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness (including

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covenants in our senior secured credit facility), we could be in default under the terms of these agreements. In the event of such default:

              If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facility or any other indebtedness to avoid being in default. If we breach our covenants under our senior secured credit facility or any other indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders on terms that are acceptable to us, if at all. If this occurs, we would be in default under our senior secured credit facility or such other indebtedness, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The notes and the guarantees are unsecured and effectively subordinated to our secured indebtedness and structurally subordinated to the debt of any non-guarantor subsidiaries.

              The notes and the guarantees will be general unsecured senior obligations of the issuer and the subsidiary guarantors and will rank effectively junior to all of the issuer's and the subsidiary guarantors' existing and future secured indebtedness, including indebtedness under our senior secured credit facility, to the extent of the value of the collateral securing such indebtedness. As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering and the application of the net proceeds therefrom (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, the issuer and the subsidiary guarantors would have had approximately $900 million of senior unsecured indebtedness (including the notes) and the issuer would be able to draw up to an additional approximately $665 million of secured debt under our senior secured credit facility subject to compliance with financial covenants, which debt would be effectively senior to the notes and guarantees (to the extent of the value of the assets securing such indebtedness). The notes and the guarantees will also be structurally subordinated to any indebtedness of any future non-guarantor subsidiaries.

              If we were unable to repay indebtedness under our senior secured credit facility, the lenders under that facility could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes of a series at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in a subsidiary guarantor in a transaction permitted under the terms of the indenture governing the notes of such series, then such subsidiary guarantor will be released from its guarantee of the notes of such series automatically and immediately upon such sale. In any such event, because the notes are not secured by any of such assets or by the equity interests in the subsidiary guarantors, it is possible that there would be no assets from which your claims could be satisfied or, if any assets existed, they might be insufficient to satisfy your claims in full.

              If we or the subsidiary guarantors are declared bankrupt, become insolvent or are liquidated, dissolved or reorganized, any of our secured indebtedness will be entitled to be paid in full from our

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assets or the assets of the subsidiary guarantors securing that indebtedness before any payment may be made with respect to the notes or the guarantees, and creditors of any future non-guarantor subsidiaries would be paid before you receive any amounts due under the notes to the extent of the value of our equity interests in such subsidiaries. Holders of the notes will participate ratably in our and the subsidiary guarantors' remaining assets with all holders of any of our and the subsidiary guarantors' unsecured indebtedness that do not rank junior in right of payment to the notes, including the Existing Notes based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the notes or the guarantees. As a result, holders of the notes would likely receive less, ratably, than holders of secured indebtedness and holders of debt of any future non-guarantor subsidiaries.

Repayment of our debt, including the notes, is partially dependent on cash flow generated by our subsidiaries.

              Repayment of our indebtedness, including the notes, is partially dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our future subsidiaries will not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Future non-guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from future non-guarantor subsidiaries. While the indenture governing the notes of a series will limit the ability of any future non-guarantor subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from any future non-guarantor subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

A financial failure by the issuer or the subsidiary guarantors may result in the issuer's and the subsidiary guarantors' assets becoming subject to the claims of all creditors of those entities.

              A financial failure by the issuer or the subsidiary guarantors could affect payment of the notes if a bankruptcy court were to substantively consolidate the issuer and the subsidiary guarantors. If a bankruptcy court substantively consolidated the issuer and the subsidiary guarantors, the assets of each entity would become subject to the claims of creditors of all entities. This would expose holders of notes not only to the usual impairments arising from bankruptcy, but also to potential dilution of the amount ultimately recoverable because of the larger creditor base. Furthermore, forced restructuring of the notes could occur through the "cram-down" provisions of the U.S. bankruptcy code. Under these provisions, the notes could be restructured over your objections as to their general terms, primarily interest rate and maturity.

We may not be able to repurchase the notes in certain circumstances.

              Under the terms of the indentures governing the Existing Notes and the indenture governing the notes of a series, we may be required to repurchase all or a portion of our outstanding notes if we sell certain assets or in the event of a change of control of Laredo. We may not have enough funds to pay the repurchase price on a purchase date. Our senior secured credit facility provides, and any future credit facilities or other debt agreements to which we become a party may provide, that our obligation to repurchase the Existing Notes or the notes would be an event of default under such agreement. As a result, we may be restricted or prohibited from repurchasing the notes. If we are prohibited from repurchasing the notes, we could seek the consent of our then-existing lenders to repurchase the notes, or we could attempt to refinance the borrowings that contain such prohibition. If we are unable to obtain any such consent or refinance such borrowings, we would not be able to repurchase the notes.

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Our failure to repurchase tendered notes of a series would constitute a default under the indenture governing the notes of such series and would constitute a default under the terms of our existing, or might constitute a default under the terms of our future, indebtedness.

              The definition of "change of control" includes a phrase relating to the sale, assignment, conveyance, exchange, lease or other disposition, in one or a series of related transactions, of "all or substantially all" of the assets of Laredo and its restricted subsidiaries, taken as a whole. Thus, only asset dispositions constituting a "series of related transactions" are aggregated in determining whether a "change of control" arising from the sale of "substantially all" of the assets has taken place. Moreover, the term "all or substantially all," as used in the definition of change of control, has not been interpreted under New York law (which is the governing law of the indentures governing the notes) to represent a specific quantitative test. Therefore, if holders of the notes of a series exercise their right to require Laredo to repurchase their notes of such series under the indenture governing the notes of such series as a result of a sale, assignment, conveyance, transfer, exchange, lease or other disposition of less than all of the assets of the issuer and its restricted subsidiaries taken as a whole and the issuer elected to contest such election, it is not clear how a court applying New York law would interpret the phrase.

              The term "change of control" is limited to certain specified transactions and may not include other events that might adversely affect our financial condition. Our obligation to repurchase the Existing Notes or the notes upon a change of control would not necessarily afford holders of such notes protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction. In addition, holders of such notes may not be entitled to require us to purchase their notes in certain circumstances involving a significant change in the composition of the issuer's board of directors, including in connection with a proxy contest in which the issuer's board of directors does not endorse or recommend a dissident slate of directors but approves them as directors for purposes of the "change of control" definition in the indentures. See "Description of 2025 Notes—Change of Control" with respect to the 2025 notes and "Description of 2028 Notes—Change of Control" with respect to the 2028 notes.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes.

              U.S. federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of any guarantee of the notes, including the guarantees by the subsidiary guarantors entered into upon issuance of the notes of a series and subsidiary guarantees (if any) that may be entered into thereafter under the terms of the indenture governing the notes of such series. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if the court found that (1) we or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than the reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

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              A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

              We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to our or any of our guarantors' other debt. Generally, however, an entity would be considered insolvent at the time it incurred indebtedness if:

              If a court were to find that the issuance of the notes or the incurrence of the guarantees was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or the guarantees or further subordinate the notes or the guarantees to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to the guarantees. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes.

              Although each guarantee will contain a provision intended to limit that guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee of limited value or worthless.

              Finally, as a court of equity, a bankruptcy court may subordinate the claims in respect of the notes and the guarantees to the claims of other creditors under the principle of equitable subordination if the court determines that: (1) the holder of the notes engaged in inequitable conduct to the detriment of other creditors; (2) such inequitable conduct resulted in injury to our or the applicable guarantor's other creditors or conferred an unfair advantage upon the holder of the notes; and (3) equitable subordination is not inconsistent with the provisions of applicable bankruptcy law.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

              The notes are a new issue of securities for which there is no established public market. We do not intend to have the notes listed on a national securities exchange or included in any automated quotation system.

              Although certain of the underwriters intend to make a market in the notes, if issued, as permitted by applicable laws and regulations, the underwriters are not obligated to do so and they may

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discontinue their market making activities at any time without notice. Therefore, an active market for any of the notes may not develop or, if developed, it may not continue. The liquidity of the notes will depend upon various factors, including, the number of holders of the notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the notes and the prospects for companies in our industry generally. A liquid trading market may not develop for the notes. If a market develops, the notes could trade at prices that may be lower than the initial offering price of the notes. If an active market does not develop or is not maintained, the price and liquidity of the notes may be adversely affected. In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors including those affecting the liquidity of the notes listed above.

The market value of the notes may be subject to substantial volatility.

              Historically, the market for high-yield debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions or that any such disruptions will not adversely affect your ability to transfer, or the prices at which you may sell your notes. As has been evident in connection with the past turmoil in global financial markets, the entire high-yield debt market can experience sudden and sharp price swings, which can be exacerbated by factors such as (1) large or sustained sales by major investors in high-yield debt, (2) a default by a high profile issuer or (3) a change in investors' psychology regarding high-yield debt. A real or perceived economic downturn or higher interest rates could cause a decline in the market value of the notes. Moreover, if one of the major rating agencies lowers its credit rating on us or the notes, the market value of such notes will likely decline. Therefore, we cannot assure you that you will be able to sell your notes at a particular time or, in the event you are able to sell your notes, that the price that you receive will be favorable.

Many of the covenants contained in the indentures governing the notes will be suspended if the notes are rated investment grade by both S&P Global Ratings and Moody's Investors Service, Inc.

              Many of the covenants in the indenture governing the notes of a series will be suspended for so long as the notes of such series are rated investment grade by both S&P Global Ratings and Moody's Investors Service, Inc., provided at such time no event of default under the indenture governing the notes of such series has occurred and is continuing. These covenants will be reinstated if the rating assigned by either rating agency to notes of such series declines below investment grade. These covenants will restrict, among other things, our ability to pay dividends, to incur indebtedness and to enter into certain other transactions. There can be no assurance that the notes of a series will ever be rated investment grade, or that if they are rated investment grade, that the notes of such series will maintain such ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. See "Description of 2025 Notes—Certain Covenants—Covenant Suspension" with respect to the 2025 notes and "Description of 2028 Notes—Certain Covenants—Covenant Suspension" with respect to the 2028 notes.

Variable rate indebtedness subjects us to the risk of higher interest rates, which could cause our debt service obligations to increase significantly.

              Certain of our current borrowings (including borrowings under our senior secured credit facility) are, and future borrowings may be, at variable rates of interest, and, therefore, expose us to the risk of increased interest rates. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even if our outstanding indebtedness remained the same, thereby causing our net income and cash available for servicing our indebtedness to be lower than it

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would have been had interest rates not increased. For example, as of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering and the application of the net proceeds therefrom (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, we would have had approximately $665 million of additional borrowing capacity under our senior secured credit facility with an aggregate elected commitment of $975 million, subject to compliance with financial covenants. The impact of a 1.0% increase in interest rates on an assumed borrowing of the full $975 million currently available under our senior secured credit facility would result in increased annual interest expense of approximately $9.75 million and a corresponding decrease in our net income before the effects of increased interest rates on the value of our interest rate contracts.

Ratings of the notes may not reflect all risks of an investment in the notes.

              The notes will be rated at time of original issue by at least one nationally recognized statistical rating organization. The ratings of our notes will primarily reflect our perceived financial strength and will change in accordance with the rating of our financial strength. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. These ratings do not comment as to market price or suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety. The ratings of the notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading values of, your notes.

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USE OF PROCEEDS

              We expect to receive net proceeds from this offering of approximately $               million, after deducting underwriting discounts and commissions and offering expenses.

              We intend to use the net proceeds from this offering (i) to fund the Tender Offers for any or all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) for general corporate purposes, including repaying a portion of the borrowings outstanding under our senior secured credit facility. Pending the potential use of the net proceeds from this offering as described in items (i) and (ii) above, we intend to use the net proceeds from this offering to make short-term liquid investments, at our discretion.

              The January 2022 Notes bear interest at a rate of 55/8% per annum, payable semi-annually, and have a scheduled maturity date of January 15, 2022. The March 2023 Notes bear interest at a rate of 61/4% per annum, payable semi-annually, and have a scheduled maturity date of March 15, 2023.

              Our senior secured credit facility matures on April 19, 2023. As defined in our senior secured credit facility, (i) the Adjusted Base Rate advances under the facility bear interest payable quarterly at an Adjusted Base Rate plus applicable margin, which ranges from 0.25% to 1.25%, based on the ratio of outstanding revolving credit to the total commitment under our senior secured credit facility; and (ii) the Eurodollar advances under the facility bear interest, at the issuer's election, at the end of one-month, two-month, three-month, six-month or, to the extent available, 12-month interest periods (and in the case of six-month and 12-month interest periods, every three months prior to the end of such interest period) at an Adjusted London Interbank Offered Rate plus an applicable margin, which ranges from 1.25% to 2.25%, based on the ratio of outstanding revolving credit to the total commitment under our senior secured credit facility, as described more fully under "Description of Certain Other Indebtedness." As of January 3, 2020, borrowings bore interest at a rate of 3.28%.

              Certain of the underwriters of the notes or their affiliates are agents and/or lenders under our senior secured credit facility and, accordingly, will receive a portion of the net proceeds from this offering. For more information, see "Underwriting."

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CAPITALIZATION

              The following table sets forth our consolidated cash position and our consolidated capitalization as of September 30, 2019:

              You should read the following table in conjunction with "Use of Proceeds" in this prospectus supplement and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included in our Quarterly Report on Form 10-Q for the period ended September 30, 2019, which is incorporated by reference into this prospectus supplement.

 
  As of September 30, 2019  
(in thousands)
  Actual   As adjusted for
this offering
 

Cash and cash equivalents(1)

  $ 31,693   $ 31,693  

Long-term debt, including current maturities

             

Senior secured credit facility(1)

  $ 185,000   $ 295,000  

January 2022 Notes

  $ 450,000   $  

March 2023 Notes

  $ 350,000   $  

Senior unsecured notes due 2025 offered hereby(2)

      $ 450,000  

Senior unsecured notes due 2028 offered hereby(2)

      $ 450,000  

Stockholder's equity

  $ 1,079,252   $ 1,079,252  

Total capitalization

  $ 2,064,252   $ 2,274,252  

(1)
As of January 3, 2020, we had a cash and cash equivalents balance of $40 million and $375 million outstanding under our senior secured credit facility.

(2)
Assumes notes are issued at par.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

Senior Secured Credit Facility

              The issuer is the borrower under that certain fifth amended and restated revolving credit facility (as amended, the "senior secured credit facility") with Wells Fargo Bank, N.A., as administrative agent, that matures on April 19, 2023, provided that if either the January 2022 Notes or March 2023 Notes have not been refinanced on or prior to the date (as applicable, the "Early Maturity Date") that is 90 days before their respective stated maturity dates, our senior secured credit facility will mature on such Early Maturity Date. As of September 30, 2019, our senior secured credit facility had a maximum credit amount of $2.0 billion, a borrowing base of $1.1 billion and an aggregate elected commitment of $1.1 billion, with $185.0 million outstanding and was subject to an interest rate of 3.31%. The borrowing base is subject to a semi-annual redetermination occurring by May 1 and November 1 of each year based on the lenders' evaluation of our oil, NGL and natural gas reserves. On October 30, 2019, pursuant to the semi-annual determination, the borrowing base and aggregate elected commitment under our senior secured credit facility were reduced to $1.0 billion each. Effective upon consummation of this offering, the borrowing base will be automatically reduced to $975 million, subject to covenant compliance.

              As defined in our senior secured credit facility, (i) the Adjusted Base Rate advances under the facility bear interest payable quarterly at an Adjusted Base Rate plus applicable margin, which ranges from 0.25% to 1.25%, based on the ratio of outstanding revolving credit to the borrowing base under our senior secured credit facility; and (ii) the Eurodollar advances under the facility bear interest, at our election, at the end of one-month, two-month, three-month, six-month or, to the extent available, 12-month interest periods (and in the case of six-month and 12-month interest periods, every three months prior to the end of such interest period) at an Adjusted London Interbank Offered Rate plus an applicable margin, which ranges from 1.25% to 2.25%, based on the ratio of outstanding revolving credit to the borrowing base under our senior secured credit facility. Laredo is required to pay a quarterly commitment fee on the unused portion of the financial institutions' commitment of 0.375% to 0.5%, based on the ratio of outstanding revolving credit to the aggregate elected commitment under our senior secured credit facility.

              Our senior secured credit facility is secured by a first-priority lien on the issuer's and the guarantors' assets and stock, including oil and natural gas properties, constituting at least 85% of the present value of our proved reserves. Further, the issuer is subject to various financial and non-financial covenants on a consolidated basis, including a current ratio at the end of each calendar quarter, of not less than 1.00 to 1.00. As defined by our senior secured credit facility, the current ratio represents the ratio of current assets to current liabilities, inclusive of available capacity and exclusive of current balances associated with derivative positions. Additionally, the issuer must maintain as of the last day of each calendar quarter a ratio of (a) its total debt (excluding reimbursement obligations in respect of undrawn letters of credit, if no loans are outstanding under our senior secured credit facility) minus a maximum of $50 million of unrestricted and unencumbered cash and cash equivalents, to (b) "Consolidated EBITDAX," as defined in our senior secured credit facility, for any period of four consecutive calendar quarters ending on the last day of such applicable calendar quarter of not greater than 4.25 to 1.00. Prior to the issuer entering into our senior secured credit facility as of May 2, 2017, at the end of each calendar quarter, the issuer was required to maintain a ratio of (I) its consolidated net income (loss) (a) plus each of the following; (i) any provision for (or less any benefit from) income or franchise taxes; (ii) consolidated net interest expense; (iii) depletion, depreciation and amortization expense; (iv) exploration expenses; and (v) other non-cash charges, and (b) minus other non-cash income ("EBITDAX"), as defined in our senior secured credit facility, to (II) the sum of consolidated net interest expense plus letter of credit fees of not less than 2.50 to 1.00, in each case for the four quarters then ending. As of September 30, 2019, we were in compliance with these covenants.

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              Additionally, our senior secured credit facility provides for the issuance of letters of credit, limited to the lesser of total capacity or $80.0 million. As of September 30, 2019, the issuer had one letter of credit outstanding of $14.7 million under our senior secured credit facility.

              We will use a portion of the net proceeds received from this offering to repay a portion of the borrowings outstanding under our senior secured credit facility.

Existing Senior Notes

              As of January 3, 2020, we had a total of $800 million of senior unsecured notes outstanding, comprising the January 2022 Notes and the March 2023 Notes.

              We intend to use the net proceeds from this offering to fund the Tender Offers for any or all of the January 2022 Notes and the March 2023 Notes and to fund the redemption of all the January 2022 Notes that remain outstanding after completion or termination of the Tender Offers in accordance with the terms and conditions of the indentures governing the January 2022 Notes and the March 2023 Notes.

January 2022 Notes

              On January 23, 2014, the issuer completed an offering of $450.0 million in aggregate principal amount of 55/8% senior unsecured notes due 2022 and entered into an indenture (as supplemented, the "January 2014 Indenture") among the issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The January 2022 Notes will mature on January 15, 2022 and bear an interest rate of 55/8% per annum, payable semi-annually, in cash in arrears on January 15 and July 15 of each year, commencing July 15, 2014. The January 2022 Notes are fully and unconditionally guaranteed jointly and severally on a senior unsecured basis by Laredo Midstream, Garden City Minerals, LLC ("GCM") and certain of the issuer's future restricted subsidiaries, subject to certain automatic customary releases, including the sale, disposition, or transfer of all of the capital stock or of all or substantially all of the assets of a subsidiary guarantor to one or more persons that are not the issuer or a restricted subsidiary, exercise of legal defeasance or covenant defeasance options or satisfaction and discharge of the January 2014 Indenture, designation of a subsidiary guarantor as a non-guarantor restricted subsidiary or as an unrestricted subsidiary in accordance with the January 2014 Indenture, release from guarantee under our senior secured credit facility, or liquidation or dissolution.

              The January 2014 Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, entering into transactions with affiliates and limitations on asset sales. Indebtedness under the January 2022 Notes may be accelerated in certain circumstances upon an event of default as set forth in the January 2014 Indenture.

              The January 2022 Notes became callable by the issuer at fixed redemption prices on January 15, 2017. The issuer may redeem, at its option, all or part of the January 2022 Notes at any time on or after January 15, 2019, at a price of 101.406% of face value with call premiums declining to 100.000% beginning on January 15, 2020 and at any time thereafter, together with any accrued and unpaid interest, if any, to the date of redemption. The issuer may also be required to make an offer to purchase the January 2022 Notes upon a change of control triggering event.

March 2023 Notes

              On March 18, 2015, the issuer completed an offering of $350.0 million in aggregate principal amount of 61/4% senior unsecured notes due 2023, and entered into a supplemental indenture, (as further supplemented, the "March 2015 Indenture"), among the issuer, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee. The March 2023 Notes will mature on

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March 15, 2023 and bear an interest rate of 61/4% per annum, payable semi-annually, in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2015. The March 2023 Notes are fully and unconditionally guaranteed jointly and severally on a senior unsecured basis by Laredo Midstream, GCM and certain of the issuer's future restricted subsidiaries, subject to certain automatic customary releases, including the sale, disposition, or transfer of all of the capital stock or of all or substantially all of the assets of a subsidiary guarantor to one or more persons that are not the issuer or a restricted subsidiary, exercise of legal defeasance or covenant defeasance options or satisfaction and discharge of the March 2015 Indenture, designation of a subsidiary guarantor as a non-guarantor restricted subsidiary or as an unrestricted subsidiary in accordance with the March 2015 Indenture, release from guarantee under our senior secured credit facility, or liquidation or dissolution.

              The March 2015 Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, entering into transactions with affiliates and limitations on asset sales. Indebtedness under the March 2023 Notes may be accelerated in certain circumstances upon an event of default as set forth in the March 2015 Indenture.

              The March 2023 Notes became callable by the issuer at fixed redemption prices on March 15, 2018. The issuer may redeem, at its option, all or part of the March 2023 Notes at any time on or after March 15, 2018, at a price of 104.688% of face value with call premiums declining annually to 103.125% for the 12-month period beginning on March 15, 2019, 101.563% for the 12-month period beginning on March 15, 2020 and 100.000% beginning on March 15, 2021 and at any time thereafter, together with any accrued and unpaid interest, if any, to the date of redemption. The issuer may also be required to make an offer to purchase the March 2023 Notes upon a change of control triggering event.

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DESCRIPTION OF THE 2025 NOTES

              The      % Senior Notes due 2025 (the "2025 notes") offered hereby will be issued under a base indenture dated as of March 18, 2015 (the "Base Indenture") among us, the guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented and amended by a supplemental indenture dated as of the Issue Date (the "Supplemental Indenture" and, the Base Indenture as supplemented by the Supplemental Indenture, the "2025 Indenture"). Each of the 2025 notes and the 2028 notes will be a separate series of senior debt securities described in the accompanying base prospectus. To the extent this description is inconsistent with the description in the accompanying base prospectus, this description will control and replace the inconsistent provision in the accompanying base prospectus. The following is a summary of the material provisions of the 2025 notes and the 2025 Indenture and the terms used therein. Because this "Description of 2025 Notes" is only a summary of the provisions of the 2025 notes and the 2025 Indenture, you should refer to such documents for a complete description of the obligations of the Company and the Guarantors thereunder and your rights as a Holder.

              The terms of the 2025 notes include those expressly set forth in the 2025 Indenture and those made part of the 2025 Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The 2025 Indenture is unlimited in aggregate principal amount, although the issuance of the 2025 notes in this offering will be limited to $           million. We may issue an unlimited principal amount of additional 2025 notes in the future having identical terms and conditions as the 2025 notes, other than issue date, issue price and the first interest payment date (the "Additional Notes"). We will only be permitted to issue such Additional Notes in compliance with the covenant described under the subheading "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock." Any Additional Notes will be part of the same series as the 2025 notes that will vote on all matters with the holders of the 2025 notes. Unless the context otherwise requires, for all purposes of the 2025 Indenture and this "Description of the 2025 Notes," references to the 2025 notes include the 2025 notes and any Additional Notes actually issued.

              You will find the definitions of capitalized terms used in this "Description of 2025 Notes" under the heading "—Certain Definitions." For purposes of this description, references to "the Company," "we," "our" and "us" refer only to Laredo Petroleum, Inc., the issuer of the 2025 notes, and not to any of its Subsidiaries.

              The registered holder of a 2025 note will be treated as the owner of it for all purposes. Only registered holders of the 2025 notes have rights under the 2025 Indenture, and all references to "Holders" in this description are to registered holders of the 2025 notes issued under the 2025 Indenture.


Brief Description of the 2025 notes and the Guarantees

              The 2025 notes will:

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              Each guarantee of the 2025 notes will:

              The 2025 notes will be structurally subordinated to any existing and future Indebtedness and other liabilities, including claims of trade creditors, of any Subsidiary of the Company that does not guarantee the 2025 notes. However, any Restricted Subsidiary that guarantees or becomes an obligor in respect of Indebtedness of the Company or any Restricted Subsidiary exceeding an aggregate principal amount of $5.0 million will be required to guarantee the 2025 notes, pursuant to a full and unconditional guarantee on a senior unsecured basis by such Restricted Subsidiary of the Company's obligations under the 2025 notes and the 2025 Indenture to the same extent as that set forth in the 2025 Indenture, subject to such Restricted Subsidiary ceasing to be a Guarantor when its Guarantee is released in accordance with the terms of the 2025 Indenture.

              In the event of a bankruptcy, administrative receivership, composition, insolvency, liquidation or reorganization of any non-guarantor Subsidiary, such Subsidiary will pay the holders of its liabilities, including trade payables, before such Subsidiary will be able to distribute any of its assets to the Company or the Guarantors. As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering of the 2025 notes and the 2028 notes and the application of the net proceeds therefrom (i) to fund the Tender Offers for any and all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, the issuer would have had approximately $1.195 billion of total indebtedness (including the 2025 notes) of which $295 million would be secured indebtedness to which the 2025 notes would be effectively junior. Subject to the covenants set forth therein, the 2025 Indenture permits the Company and the Guarantors to incur additional Indebtedness, including secured Indebtedness.


Principal, Maturity and Interest

              The Company will issue the 2025 notes in an initial aggregate amount of $450.0 million, maturing on            , 2025. The 2025 Indenture provides for the issuance of an unlimited amount of Additional Notes having identical terms and conditions as the original 2025 notes offered hereby in all respects other than the date of issue, the issue price and, at the option of the Company, as to the payment of interest accruing prior to the issue date of such Additional Notes or as to the first payment of interest following the issue date of such Additional Notes, subject to compliance with the covenants contained in the 2025 Indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock." The 2025 notes offered hereby and any Additional Notes will be treated as a single class of securities under the 2025 Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers

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to purchase. For purposes of this "Description of 2025 Notes," reference to the 2025 notes includes any Additional Notes, unless otherwise indicated. There can be no assurance as to when or whether the Company will issue any such Additional Notes or as to the aggregate principal amount of such Additional Notes.

              Interest on the 2025 notes will accrue at the rate of      % per annum, and will be payable semiannually in cash on each        and        , commencing         , 2020 to the Holders of record of 2025 notes on the immediately preceding        and,        as the case may be. Interest on the 2025 notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest on the 2025 notes will be computed on the basis of a 360-day year comprising twelve 30-day months.

              If an interest payment date falls on a day that is not a business day, the interest payment to be made on such interest payment date will be made, without penalty, on the next succeeding business day with the same force and effect as if made on such interest payment date.

              The principal of and premium, if any, and interest on the 2025 notes will be payable and will be exchangeable and transferable, at the office or agency of the paying agent and registrar maintained for such purposes or, at the option of the Company, payment of interest may be paid by check mailed to the address of the person entitled thereto as such address appears in the security register of Holders. The Company may change the paying agent and registrar without notice to the Holders. The 2025 notes will be issued only in registered form without coupons and only in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange or redemption of the 2025 notes, but the Company may require payment in certain circumstances of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


Method of Payment

              The 2025 notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose; provided, however, that (i) payments in respect of the 2025 notes represented by the Global Notes (as defined below) (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company ("DTC") with respect thereto; and (ii) payments in respect of the 2025 notes represented by any Certificated Notes (as defined below) (including principal, premium, if any, and interest) shall be made (subject (in the case of payments of principal or premium, if any) to surrender of such 2025 note at such office or agency): (a) if the Holder thereof has specified by written notice to the Trustee a U.S. dollar account maintained by such Holder with a bank located in the United States of America for such purpose no later than 15 days immediately preceding the relevant payment date (or such later date as the Trustee may accept in its discretion), by wire transfer of immediately available funds to such account so specified or (b) otherwise, at the option of the Company, by check mailed to the Holder of such 2025 note at its address set forth in the security register of Holders.


Paying Agent and Registrar

              The Trustee will initially act as paying agent and registrar. The Company may change any paying agent or registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.


Guarantees

              The payment of the principal of and premium, if any, and interest on the 2025 notes, when and as the same become due and payable, will be guaranteed, jointly and severally, on a senior unsecured

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basis pursuant to the guarantee provisions of the 2025 Indenture, by the Guarantors. On the Issue Date, the Company's existing subsidiaries, Laredo Midstream and GCM will be Restricted Subsidiaries and Guarantors, and are referred to in this "Description of 2025 Notes" as the Guarantors. In addition, if (a) any Person becomes a direct or indirect domestic Restricted Subsidiary, (b) any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, or (c) any other Restricted Subsidiary issues or guarantees any Indebtedness and, in the case of (a), (b) or (c), such Restricted Subsidiary is or becomes a guarantor or obligor in respect of any Indebtedness of the Company or any of its direct or indirect domestic Restricted Subsidiaries in an aggregate principal amount exceeding $5.0 million, the Company shall cause each such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to guarantee the Company's obligations under the 2025 notes jointly and severally with any other Guarantors, fully and unconditionally, on a senior unsecured basis. See "—Certain Covenants—Issuances of Guarantees by Restricted Subsidiaries." Non-Guarantor Restricted Subsidiaries and Foreign Subsidiaries will not be required to issue a Guarantee under certain circumstances as described under "—Certain Covenants—Issuances of Guarantees by Restricted Subsidiaries." As of the date of this offering memorandum, the Company has no Foreign Subsidiaries and no Non-Guarantor Restricted Subsidiaries.

              The obligations of each Guarantor under its Guarantee are limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the 2025 Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. See "Risk Factors—Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes." Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from any other non-paying Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor determined in accordance with GAAP.

              Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Restricted Subsidiary that is a Guarantor without limitation, or with or to other Persons upon the terms and conditions set forth in the 2025 Indenture. See "—Certain Covenants—Consolidation, Merger and Sale of Assets."

              The Guarantee of a Guarantor will be released automatically:

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provided that any such release and discharge pursuant to clause (1), (2), (3), (4), (5), (6) or (7) above shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure any, Indebtedness of the Company and the domestic Restricted Subsidiaries (other than the 2025 notes) having an aggregate principal amount in excess of $5.0 million shall also terminate at such time.


Optional Redemption

              On or after          , 2022, the Company may redeem all or a portion of the 2025 notes, on not less than 30 nor more than 60 days' prior notice and in amounts of $2,000 or whole multiples of $1,000 in excess thereof, at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on of the years indicated below:

Year
  Redemption Price  

2022

               %

2023

               %

2024 and thereafter

    100.000 %

              In addition, at any time and from time to time prior to            , 2022, the Company may use funds in an amount not exceeding the amount of the Net Cash Proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of 2025 notes issued under the 2025 Indenture (including the principal amount of any Additional Notes issued under the 2025 Indenture) at a redemption price equal to      % of the aggregate principal amount of the 2025 notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date). At least 65% of the aggregate principal amount of 2025 notes (including the principal amount of any Additional Notes issued under the 2025 Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must complete such redemption no later than 180 days after the closing of the related Equity Offering. Notice of any redemption pursuant to this paragraph may be given prior to the completion of the applicable Equity Offering, and any such redemption or notice may at the Company's discretion be subject to one or more conditions precedent including but not limited to completion of such Equity Offering. If any such

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conditions do not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the 2025 notes to be redeemed in the same manner in which the notice of redemption was given.

              If a Change of Control occurs at any time prior to        , 2021, the Company may, at its option, redeem all, but not less than all, of the 2025 notes upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 110.0% of the principal amount of the 2025 notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). If the Company elects to exercise this redemption right, the Company must do so by mailing a redemption notice to each Holder at its registered address (or in the case of Global Notes sent, in accordance with the procedures of DTC or any other depository) with a copy to the Trustee within 60 days following the Change of Control (or, at the Company's option, prior to such Change of Control but after the transaction giving rise to such Change of Control is publicly announced). Any such redemption may be conditioned upon the Change of Control occurring if the notice is mailed (or, in the case of Global Notes sent) prior to the Change of Control. If the Change of Control does not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders in the same manner in which the notice of redemption was given. If the Company exercises the Change of Control redemption right, the Company will not be required to make the Change of Control Offer described below under "—Change of Control" unless or until there is a default in payment of the redemption price.

              The 2025 notes may also be redeemed, in whole or in part, at any time or from time to time prior to            , 2022 at the option of the Company at a redemption price equal to 100% of the principal amount of the 2025 notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

              "Applicable Premium" means: on any applicable redemption date, the greater of: (1) 1.0% of the principal amount of such 2025 note and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of such 2025 note at        , 2022 (such redemption price being set forth in the table appearing above) plus (ii) all required interest payments (excluding accrued and unpaid interest to such redemption date) due on such 2025 note through        , 2022, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such 2025 note.

              "Treasury Rate" means: as of any redemption date, the weekly average yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) equal to the period from the redemption date to        , 2022; provided, however, that if the period from the redemption date to         , 2022 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities that have a constant maturity closest to and greater than the period from the redemption date to        , 2022 and the United States Treasury securities that have a constant maturity closest to and less than the period from the redemption date to            , 2022 for which such yields are given, except that if the period from the redemption date to , 2022 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

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              The Company will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date, deliver to the Trustee an officers' certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

              Notices of optional redemption will be at least 30 but no more than 60 days before the redemption date to each Holder of 2025 notes to be redeemed at its registered address, except that optional redemption notices may be sent more than 60 days prior to a redemption date in connection with a legal or covenant defeasance of the 2025 notes or a satisfaction and discharge of the 2025 Indenture.

              If less than all of the 2025 notes are to be redeemed, the Trustee shall select the 2025 notes to be redeemed not more than 60 days prior to the redemption date, or otherwise in compliance with the requirements of the principal national security exchange, if any, on which the 2025 notes are listed, or if the 2025 notes are not so listed, on a pro rata basis (or, in the case of Global Notes, on as nearly a pro rata basis as is practicable, subject to the procedures of DTC or any other depositary), by lot or by any other method the Trustee shall deem fair and reasonable. 2025 notes redeemed in part must be redeemed only in amounts of $2,000 or whole multiples of $1,000 in excess thereof (subject to the procedures of DTC or any other depositary). Redemption of the 2025 notes pursuant to the provisions relating to an Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary).

              If any 2025 note is to be redeemed in part only, the notice of redemption that relates to that 2025 note will state the portion of the principal amount of that 2025 note that is to be redeemed. A replacement 2025 note in principal amount equal to the unredeemed portion of the original 2025 note will be issued in the name of the Holder upon cancellation of the original 2025 note. 2025 notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on 2025 notes or portions of 2025 notes called for redemption, unless the Company defaults in making the redemption payment.

              The notice of redemption with respect to the redemption described in the fourth paragraph under this "—Optional Redemption" need not set forth the Applicable Premium but only the manner of calculation thereof. The Company will notify the Trustee of the Applicable Premium with respect to any redemption promptly after the calculation thereof, and the Trustee shall not be responsible for such calculation. Any redemption or notice of redemption may, at the Company's discretion, be subject to one or more conditions precedent and, in the case of redemption with the net proceeds of an Equity Offering, be given prior to the completion of the related Equity Offering.


Open Market Purchases; No Mandatory Redemption or Sinking Fund

              In addition to the Company's right to redeem the 2025 notes as set forth above, the Company or its Affiliates may from time to time purchase the 2025 notes in open-market transactions, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as the Company or its Affiliates may determine, which may be more or less than the consideration for which the 2025 notes offered hereby are being sold and could be for cash or other consideration.

              The Company is not required to make mandatory redemption or sinking fund payments with respect to the 2025 notes.

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Change of Control

              If a Change of Control occurs, unless the Company has given (or if a Change of Control occurs prior to            , 2021, within 60 days thereafter will have given) notice of redemption of all the 2025 notes as described under "—Optional Redemption," each Holder will have the right to require that the Company purchase all or any part (in amounts of $2,000 or whole multiples of $1,000 in excess thereof) of such Holder's 2025 notes pursuant to an offer (the "Change of Control Offer") on the terms set forth in the 2025 Indenture. In the Change of Control Offer, the Company will offer to purchase all of the 2025 notes, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such 2025 notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date") (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date).

              Within 30 days after any Change of Control or, at the Company's option, prior to such Change of Control but after it is publicly announced, unless the Company has given (or if a Change of Control occurs prior to            , 2021, within 60 days thereafter will have given) notice of redemption of all the 2025 notes as described under "—Optional Redemption," the Company must notify the Trustee and give written notice of the Change of Control to each Holder, by first-class mail, postage prepaid, at the address appearing for such Holder in the security register (or otherwise in accordance with the procedures of DTC or any other depositary). The notice must state, among other things,

              Holders electing to have a 2025 note purchased pursuant to a Change of Control Offer will be required to surrender the 2025 note to the paying agent for the 2025 notes at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Purchase Date. If the Change of Control Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Holder of record at the close of business on the record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.

              Any Change of Control Offer that is made prior to the occurrence of a Change of Control may at the Company's discretion be subject to one or more conditions precedent, including but not limited to the occurrence of a Change of Control.

              If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Purchase Price for all of the 2025 notes that might be delivered by Holders seeking to accept the Change of Control Offer. The failure of the Company to make or consummate

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the Change of Control Offer or pay the Change of Control Purchase Price when due may give the Trustee and the Holders rights described under "—Events of Default."

              The indentures governing the Existing Senior Notes provide, and the indenture governing the 2028 notes will provide, that upon the occurrence of certain change-of-control events, each holder of the Existing Senior Notes and the 2028 notes will have the right to require the Company to purchase all or any part of such holder's Existing Senior Notes and the 2028 notes. In such event, the Company may not have available funds sufficient to pay the aggregate purchase price of the Existing Senior Notes and the 2028 notes delivered by holders exercising such right. The failure of the Company to purchase the delivered Existing Senior Notes and the 2028 notes may result in the occurrence of a default under the indentures governing the Existing Senior Notes and the 2028 notes.

              The Senior Credit Agreement provides that certain change-of-control events with respect to the Company would constitute a default thereunder, which could obligate the Company to repay amounts outstanding under the Senior Credit Agreement upon an acceleration of the Indebtedness issued thereunder. A default under the Senior Credit Agreement would result in a default under the 2025 Indenture if the lenders holding a certain percentage of the commitments thereunder accelerate the debt under the Senior Credit Agreement. Any future credit agreements or agreements relating to other indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing 2025 notes, the Company could seek the consent of the lenders holding a certain percentage of the commitments under those agreements to the purchase of the 2025 notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing 2025 notes. In such case, the Company's purchase of tendered 2025 notes may result in an Event of Default under the 2025 Indenture if the lenders under its other debt agreements, including the Senior Credit Agreement, accelerate Indebtedness under those agreements in an aggregate principal amount in excess of $20.0 million. See "Risk Factors—We may not be able to repurchase the 2025 notes in certain circumstances."

              The definition of Change of Control includes a phrase relating to the sale, assignment, conveyance, transfer, lease or other disposition, in one or a series of related transactions, of "all or substantially all" of the assets of the Company and the Restricted Subsidiaries, taken as a whole. Thus, only asset dispositions constituting a "series of related transactions" are aggregated in determining whether a "change of control" arising from the sale of "substantially all" of the assets has taken place. Moreover, the term "all or substantially all," as used in the definition of Change of Control, has not been interpreted under New York law (which is the governing law of the 2025 Indenture) to represent a specific quantitative test. Therefore, if Holders elected to exercise their right to require the Company to repurchase their 2025 notes under the 2025 Indenture as a result of a sale, assignment, conveyance, transfer, lease or other disposition of less than all of the assets of the Company and the Restricted Subsidiaries taken as a whole and the Company elected to contest such election, it is not clear how a court applying New York law would interpret the phrase.

              The existence of a Holder's right to require the Company to repurchase such Holder's 2025 notes upon a Change of Control may deter a third party from acquiring the Company in a transaction that constitutes a Change of Control.

              The provisions of the 2025 Indenture do not afford Holders the right to require the Company to repurchase the 2025 notes in the event of a highly leveraged transaction or certain transactions with management or Affiliates of the Company, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its Affiliates) involving the Company that may adversely affect Holders, if such transaction is not a transaction defined as a Change of Control. A transaction involving the management or Affiliates of

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the Company, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified within such definition.

              The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the 2025 Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Change of Control" provisions of the 2025 Indenture by virtue thereof.

              The Company will not be required to make a Change of Control Offer under the following circumstances: (1) upon a Change of Control, if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the 2025 Indenture applicable to a Change of Control Offer made by the Company and purchases all 2025 notes validly tendered and not withdrawn under such Change of Control Offer; or (2) if notice of redemption for 100% of the aggregate principal amount of the outstanding 2025 notes has been given (or, if a Change of Control occurs prior to            , 2021, within 60 days thereafter will have been given), pursuant to the 2025 Indenture as described under "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price.

              In the event that upon consummation of a Change of Control Offer less than 10% of the aggregate principal amount of the 2025 notes (including Additional Notes) that were originally issued are held by Holders other than the Company or Affiliates thereof, the Company will have the right, upon not less than 30 nor more than 60 days' prior notice and given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the 2025 notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the 2025 notes redeemed plus accrued and unpaid interest, if any, thereon to the date of redemption, subject to the right of the Holders of record on relevant record dates to receive interest due on the relevant interest payment date.

              The provisions under the 2025 Indenture related to the Company's obligation to make an offer to repurchase the 2025 notes as a result of a Change of Control may be waived or modified or terminated with the consent of the Holders of a majority in principal amount of the 2025 notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the 2025 notes) prior to the occurrence of such Change of Control.


Certain Covenants

              The 2025 Indenture will contain certain covenants, which may be suspended, as follows:

              If at any time (a) the 2025 notes are rated at least Baa3 by Moody's and at least BBB– by S&P (or, if either such entity ceases to rate the 2025 notes for reasons outside of the control of the Company, at least the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency); and (b) at such time no Event of Default has occurred and is continuing then, beginning on that day and each day thereafter until a Reversion Date, if any (as described in the second succeeding paragraph), the covenants specifically listed under the following captions in this prospectus supplement (the "Suspended Covenants") will be suspended:

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              During any period that the foregoing covenants have been suspended (each such period, a "Suspension Period"), the Company's Board of Directors may not designate any of its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant described under "—Unrestricted Subsidiaries."

              Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB–, respectively, the foregoing covenants will be reinstituted as of and from the date of such rating decline (such date, a "Reversion Date").

              For purposes of calculating the amount available to be made as Restricted Payments under clause (a)(3) of the first paragraph of the covenant described under "—Restricted Payments," calculations under that clause will be made with reference to the date of the Restricted Payment, as set forth in that clause. Accordingly (x) Restricted Payments made during the Suspension Period that would not otherwise be permitted pursuant to any of clauses (b)(1) through (b)(14) of the covenant described under "—Restricted Payments" will reduce the amount available to be made as Restricted Payments under clause (a)(3) of the first paragraph of such covenant; provided, however, that the amount available to be made as a Restricted Payment shall not be reduced to below zero solely as a result of such Restricted Payments but may be reduced to below zero as a result of negative cumulative Consolidated Net Income during the Suspension Period for purposes of clause (a)(3)(A) of such covenant and (y) the items specified in clauses (a)(3)(A) through (F) of such covenant that occur during the Suspension Period will increase the amount available to be made as Restricted Payments under clause (a)(3) of such covenant. For purposes of the covenant described under "—Asset Sales," on each Reversion Date, the unutilized Excess Proceeds will be reset to zero. No Default or Event of Default will be deemed to have occurred or exist on a Reversion Date (or thereafter) under any Suspended Covenant, solely as a result of, or as a result of the continued existence on or after a Reversion Date of facts and circumstances arising from, any actions taken by the Company or any Restricted Subsidiaries thereof, or events occurring, or performance on or after a Reversion Date of any obligations arising from transactions which occurred, during a Suspension Period.

              The 2025 Indenture will contain certain covenants including, among others, the following:

              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Debt and the issuance of Disqualified Stock or the issuance of Preferred Stock by a Restricted Subsidiary), unless such Indebtedness is incurred by the Company or any Guarantor and, in each case, after giving pro forma effect to such incurrence and the receipt and application of

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the proceeds therefrom, the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period would be equal to or greater than 2.25 to 1.0.

              (b)   Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, "Permitted Debt"):

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              For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of "Permitted Debt" or is permitted to be incurred pursuant to the first paragraph of this covenant, the Company in its sole discretion may classify or reclassify (or later classify or reclassify) in whole or in part such item of Indebtedness in any manner (including by dividing and classifying such item of Indebtedness in more than one type of Indebtedness permitted under this covenant) that complies with this covenant; provided that Indebtedness under the Senior Credit Agreement, if any, which is in existence on the Issue Date shall be considered incurred under clause (1) of the second paragraph of this covenant, subject to any subsequent classification or reclassification or division permitted pursuant to this paragraph.

              Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

              Accrual of interest, accretion or amortization of original issue discount or accretion of principal as to a security issued at a discount and the payment of interest on any Indebtedness in the form of

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additional Indebtedness with the same terms, the accretion or payment of dividends on any Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock, the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness, and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of ASC 815), each will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued shall be included as required in the calculation of the Consolidated Fixed Charge Coverage Ratio of the Company.

              For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the U.S. dollar equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company and the Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

              For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of "Permitted Debt" and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

              For purposes of the 2025 Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not having the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

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(any of the foregoing actions described in clauses (i) through (v) above, other than any such action that is a Permitted Payment (as defined below), collectively, "Restricted Payments") (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a board resolution), unless

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              (b)   Notwithstanding the foregoing, and in the case of clauses (2) through (9) and (11) through (14) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (1) through (14), together

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with the transactions expressly excluded from clauses (i), (ii), (iii) and (iv) of paragraph (a) of this covenant, being referred to as a "Permitted Payment"):

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              In determining whether any Restricted Payment (or payment or other transaction that, except for being a Permitted Payment, would constitute a Restricted Payment) is permitted by the foregoing covenant, the Company may allocate or re-allocate all or any portion of such Restricted Payment or other such transaction among clauses (1) through (14) of the preceding paragraph (b) or among such clauses and paragraph (a) of this covenant, including clauses (i), (ii) and (iii) thereof; provided that at the time of such allocation or re-allocation all such Restricted Payments and such other transactions or allocated portions thereof, all outstanding prior Restricted Payments and such other transactions, would be permitted under the various provisions of the foregoing covenant. The amount of all Restricted Payments and other such transactions (other than cash) shall be the Fair Market Value on the date of the transfer, incurrence or issuance of such non-cash Restricted Payment or other such transaction.

              A contribution or sale will be deemed to be "substantially concurrent" if the related purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement or other acquisition for value or payment of principal occurs within 90 days before or after such contribution or sale.

              The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into any Transaction (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) involving aggregate consideration in excess of $2.0 million, unless such Transaction is entered into in good faith and

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              provided that this provision shall not apply to:

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              The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or incur, in order to secure any Indebtedness, any Lien of any kind, other than Permitted Liens, upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the Issue Date or acquired after the Issue Date, or assign or convey, in order to secure any Indebtedness, any right to receive any income or profits therefrom, other than Permitted Liens, unless the 2025 notes, (or a Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the notes shall have with respect to such Subordinated Indebtedness) the Indebtedness for so long as such Indebtedness is secured by such Lien.

              Notwithstanding the foregoing, any Lien securing the 2025 notes or a Guarantee granted pursuant to the immediately preceding paragraph shall be automatically and unconditionally released and discharged upon:

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              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the 2025 notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) ("Permitted Consideration") or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.

              (b)   During the 365 days after the receipt by the Company or a Restricted Subsidiary of Net Available Cash from an Asset Sale, such Net Available Cash may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company or a Restricted Subsidiary), to:

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              The requirement of clause (b)(2) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or investment referred to therein is entered into by the Company or any Restricted Subsidiary within the time period specified in this paragraph (b) and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

              Pending the final application of any such Net Available Cash, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Available Cash in any manner that is not prohibited by the 2025 Indenture.

              (c)   Any Net Available Cash from an Asset Sale not applied in accordance with paragraph (b) above within 365 days from the date of such Asset Sale shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer to purchase 2025 notes having an aggregate principal amount equal to the aggregate amount of Excess Proceeds (the "Prepayment Offer") at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the Asset Sale Purchase Date (as defined in paragraph (d) below) in accordance with the procedures (including prorating in the event of over subscription) set forth in the 2025 Indenture, but, if the terms of any Pari Passu Indebtedness require that a Pari Passu Offer be made contemporaneously with the Prepayment Offer, then the Excess Proceeds shall be prorated between the Prepayment Offer and such Pari Passu Offer in accordance with the aggregate outstanding principal amounts of the 2025 notes and such Pari Passu Indebtedness (based on principal amounts of 2025 notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), and the aggregate principal amount of 2025 notes for which the Prepayment Offer is made shall be reduced accordingly. If the aggregate principal amount of 2025 notes tendered by Holders thereof exceeds the amount of available Excess Proceeds, then such Excess Proceeds will be allocated pro rata according to the principal amount of 2025 notes tendered and the Trustee will select the notes to be purchased in accordance with the 2025 Indenture on a pro rata basis (or in the case of Global Notes, on as nearly a pro rata basis as is practicable, subject to the procedures of DTC or any other depositary), by lot or in accordance with any other method the Trustee considers fair and reasonable and in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. To the extent that any portion of the amount of Excess Proceeds remains after compliance with the second sentence of this paragraph (c) and provided that all Holders have been given the opportunity to tender their 2025 notes for purchase as described in paragraph (d) below in accordance with the 2025 Indenture, the Company or the Restricted Subsidiaries may use such remaining amount for purposes permitted by the 2025 Indenture and the amount of Excess Proceeds will be reset to zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making a Prepayment Offer prior to the expiration of the relevant 365 day period or with respect to Excess Proceeds of $25.0 million or less.

              (d)   Within 30 days after the 365th day following the date of an Asset Sale, the Company shall, if it is obligated to make a Prepayment Offer pursuant to paragraph (c) above, send a written Prepayment Offer notice, by first-class mail or otherwise in accordance with the procedures of DTC, to the Holders (the "Prepayment Offer Notice"), with a copy to the Trustee, accompanied by such information regarding the Company and its Subsidiaries as the Company believes will enable such

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Holders to make an informed decision with respect to the Prepayment Offer. The Prepayment Offer Notice will state, among other things:

              (e)   The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of 2025 notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described above by virtue thereof.

              The provisions under the 2025 Indenture relative to the Company's obligation to make an offer to repurchase the 2025 notes as a result of an Asset Sale may be waived or modified with the written consent of a majority in principal amount of the outstanding 2025 notes (including Additional Notes) until the Prepayment Offer is required to be made.

              If the Asset Sale Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Holder of record as of the close of business on such interest record date, and no additional interest will be paid to the Holder who tenders 2025 notes pursuant to the Prepayment Offer.

              The Company will provide to the Trustee, on or prior to the 30th day after the date that any Restricted Subsidiary (which is not a Guarantor) becomes a guarantor or obligor in respect of any Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount exceeding $5.0 million, a supplemental indenture to the 2025 Indenture, executed by such Restricted Subsidiary, providing for a full and unconditional guarantee on a senior unsecured basis by such Restricted Subsidiary of the Company's obligations under the 2025 notes and the 2025 Indenture to the same extent as that set forth in the 2025 Indenture, subject to such Restricted Subsidiary ceasing to be a Guarantor when its Guarantee is released in accordance with the terms of the 2025 Indenture.

              Notwithstanding the foregoing (i) no Foreign Subsidiary shall be required to execute any such supplemental indenture unless such Foreign Subsidiary has guaranteed (or is otherwise an obligor of) other Indebtedness (including Indebtedness under a Credit Facility) of the Company or a Restricted

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Subsidiary that is not a Foreign Subsidiary in an aggregate principal amount exceeding $5.0 million, and (ii) no Restricted Subsidiary shall be required to execute any such supplemental indenture if the Consolidated Net Worth of such Restricted Subsidiary, together with the Consolidated Net Worth of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $5.0 million. To the extent the collective Consolidated Net Worth of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $5.0 million, the Company shall cause, within 30 days after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver to the Trustee a supplemental indenture to the 2025 Indenture providing for a full and unconditional guarantee on a senior unsecured basis by such Restricted Subsidiary or Restricted Subsidiaries of the Company's obligations under the 2025 notes and the 2025 Indenture to the same extent as that set forth in the 2025 Indenture, such that the collective Consolidated Net Worth of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $5.0 million.

              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause to come into existence or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

              (b)   However, paragraph (a) above will not prohibit any encumbrance or restriction created, existing or becoming effective under or by reason of:

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              The Company will not, and will not cause or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided, that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

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              The Board of Directors of the Company may designate after the Issue Date any of the Company's Subsidiaries as an Unrestricted Subsidiary under the 2025 Indenture (a "Designation") only if:

              In the event of any such Designation, the Company shall be deemed, for all purposes of the 2025 Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Company, constitutes a Restricted Payment pursuant to paragraph (a) of the covenant described under "—Restricted Payments" or a Permitted Payment or Permitted Investment.

              The 2025 Indenture also provides that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time:

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              For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:

              All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this covenant.

              The 2025 Indenture provides that none of the Company nor any Restricted Subsidiary will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the 2025 Indenture or the 2025 notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

              The 2025 Indenture provides that, whether or not required by the rules and regulations of the Commission, so long as any 2025 notes are outstanding, the Company will furnish to Holders or cause the Trustee to furnish to the Holders or file with the Commission for public availability

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provided, however, that, in the case of clause (1) or (2), if the last day of any such time period is not a business day, such information will be due on the next succeeding business day. All such information will be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such information.

              If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are "minor" within the meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable), then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

              This covenant does not impose any duty on the Company under the Sarbanes-Oxley Act of 2002 and the related Commission rules that would not otherwise be applicable.

              The Company will be deemed to have furnished to the Holders and to prospective investors the information referred to in clauses (1) and (2) of the first paragraph of this covenant or the information referred to in the fourth paragraph of this covenant if the Company has posted such reports or information on the Company Website with access to current and prospective investors. For purposes of this covenant, the term "Company Website" means the collection of web pages that may be accessed on the World Wide Web using the URL address http://www.laredopetro.com or such other address as the Company may from time to time designate in writing to the Trustee. Information on such website shall not be deemed incorporated by reference into this offering memorandum.

              Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee's receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers' certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company's compliance with this covenant and shall have no responsibility to determine whether any reports, information or documents have been filed with the Commission or posted on the Company Website or any other website.

              The Company will not, in any Transaction, (x) consolidate with or merge with or into any other Person or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, or (in the case of clause (y)) permit any of the Restricted Subsidiaries to enter into any Transaction, if such Transaction, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and the Restricted Subsidiaries on a Consolidated basis to any other Person

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(other than the Company or one or more Restricted Subsidiaries), unless at the time and after giving effect thereto:

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              Except for any Guarantor whose Guarantee is to be released in accordance with the 2025 Indenture in connection with a transaction complying with the provisions of the 2025 Indenture as provided under the fourth paragraph under "—Guarantees," each Guarantor will not, and the Company will not permit a Guarantor to, in a Transaction, (x) consolidate with or merge with or into any other Person (other than the Company or any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than the Company or any other Guarantor), unless at the time and after giving effect thereto:

provided that this paragraph shall not apply to any Guarantor whose Guarantee of the 2025 notes is unconditionally released and discharged in accordance with the 2025 Indenture.

              In the event of any Transaction described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and (except in the case of a lease) the Company or such Guarantor, as the case may be, shall be discharged and released from all obligations and covenants under the 2025 Indenture and the 2025 notes or its Guarantee, as the case may be.

              Notwithstanding the foregoing, the Company or any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company or Guarantor in another jurisdiction to realize tax or other benefits or converting the Company or any

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Guarantor to an entity that is, or is taxable for federal income tax purposes as, a corporation or a combination of the foregoing.

              An assumption of the Company's obligations under the 2025 notes and the 2025 Indenture by such successor Person, the addition of a co-obligor under the 2025 notes and the 2025 Indenture or an assumption of a Guarantor's obligations under its Guarantee by such successor Person might be deemed for United States federal income tax purposes to be an exchange of the 2025 notes for new notes by the beneficial owners thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to such beneficial owners. Beneficial owners of the 2025 notes should consult their own tax advisors regarding the tax consequences of any such assumption or addition of a co-obligor under the 2025 notes.


Events of Default

              Each of the following is an "Event of Default":

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              If an Event of Default (other than as specified in clause (8) of the prior paragraph with respect to the Company) shall occur and be continuing with respect to the 2025 Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the 2025 notes then outstanding may declare all unpaid principal of, premium, if any, and accrued interest on all 2025 notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (8) of the prior paragraph with respect to the Company occurs and is continuing, then all the 2025 notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the 2025 notes, together with accrued and unpaid interest, if any, to the date the 2025 notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders by appropriate judicial proceedings.

              After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of 2025 notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

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              No such rescission shall affect any subsequent default or impair any right consequent thereon.

              The Holders of a majority in aggregate principal amount of the 2025 notes outstanding may on behalf of the Holders of all outstanding 2025 notes waive any past default or Event of Default under the 2025 Indenture and its consequences, except a default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any note (which may only be waived with the consent of each Holder 2025 notes affected) or (2) in respect of a covenant or provision which under the 2025 Indenture cannot be modified or amended without the consent of the Holder of each 2025 note affected by such modification or amendment.

              If an Event of Default specified in clause (5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. No Holder has any right to institute any proceedings with respect to the 2025 Indenture or any remedy thereunder, unless such Holder gives to the Trustee written notice of a continuing Event of Default, the Holders of at least 25% in aggregate principal amount of the outstanding 2025 notes have made written request, and offered satisfactory indemnity to, the Trustee to institute such proceeding as Trustee under the 2025 notes and the 2025 Indenture, the Trustee has failed to institute such proceeding within 60 days after receipt of such notice and the Trustee, within such 60-day period, has not received directions inconsistent with such written request by Holders of a majority in aggregate principal amount of the outstanding 2025 notes. Such limitations do not, however, apply to a suit instituted by a Holder for the enforcement of the payment of the principal of, premium, if any, or interest on such note on or after the respective due dates expressed in such note.

              The Company is required to notify the Trustee in writing within 30 days after it becomes aware of the occurrence and continuance of any Default or Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period. The Company is required to deliver to the Trustee, on or before a date not more than 120 days after the end of each fiscal year, a written certificate as to compliance with the 2025 Indenture, including whether or not any Default has occurred. The Trustee is under no obligation to exercise any of the rights or powers vested in it by the 2025 Indenture at the request or direction of any of the Holders unless such Holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.


No Personal Liability of Directors, Officers, Employees, Limited Partners and Stockholders

              No director, officer, employee, member, limited partner or stockholder of the Company or any Restricted Subsidiary, as such, will have any liability for any obligations of the Company or the Restricted Subsidiaries under the 2025 notes, the 2025 Indenture or the Guarantees to which they are a party, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a 2025 note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2025 notes. The waiver may not be effective to waive liabilities under the federal securities laws.


Defeasance or Covenant Defeasance of 2025 Indenture

              The Company may, at its option and at any time, elect to have the obligations of the Company, any Guarantor and any other obligor upon the 2025 notes and the Guarantees discharged with respect to the outstanding 2025 notes ("defeasance"). Such defeasance means that the Company, any such Guarantor and any other obligor under the 2025 Indenture and the Guarantees shall be deemed to

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have paid and discharged the entire Indebtedness represented by the outstanding 2025 notes and the Guarantees, except for

              In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor released with respect to their obligations under "—Change of Control" and under all of the covenants that are described under "—Certain Covenants" (other than the covenant described in the first paragraph under "—Certain Covenants—Consolidation, Merger and Sale of Assets," except to the extent described below) and the operation of clauses (3) through (7) under "—Events of Default" and the limitations described in clause (4) of the first paragraph under "—Certain Covenants—Consolidation, Merger and Sale of Assets" ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the 2025 notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "—Events of Default" will no longer constitute an Event of Default with respect to the 2025 notes.

              In order to exercise either defeasance or covenant defeasance,

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Satisfaction and Discharge

              The 2025 Indenture will, upon written request of the Company pursuant to an officers' certificate, be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the 2025 notes as expressly provided for in the 2025 Indenture) as to all outstanding 2025 notes under the 2025 Indenture when:

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Amendments and Waivers

              Modifications, waivers and amendments of the 2025 Indenture may be made by the Company, each Guarantor, if any, any other obligor under the 2025 notes, and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the 2025 notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2025 notes); provided that no such modification, waiver or amendment may, without the consent of the Holder of each outstanding 2025 note affected thereby:

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              Notwithstanding the foregoing, without the consent of any Holders, the Company, any Guarantor, any other obligor under the 2025 notes outstanding and the Trustee may modify, supplement or amend the 2025 Indenture or the 2025 notes:

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              The Holders of a majority in aggregate principal amount of the 2025 notes outstanding may waive compliance with certain restrictive covenants and provisions of the 2025 Indenture, except in the case of the matters specified in the first paragraph under this caption "Amendments and Waivers."

              The consent of the Holders is not necessary under the 2025 Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under the 2025 Indenture becomes effective, the Company is required to mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in the notice, will not impair or affect the validity of the amendment, supplement or waiver.


Transfer and Exchange

              A Holder may transfer or exchange 2025 notes in accordance with the 2025 Indenture. The registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the 2025 Indenture. The Company is not required to transfer or exchange any 2025 note for a period of 15 days before a selection of 2025 notes to be redeemed.

              The registered holder of a 2025 note will be treated as the owner of it for all purposes.


Governing Law

              The 2025 Indenture, the 2025 notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York.


Concerning the Trustee

              Wells Fargo Bank, National Association, the Trustee under the 2025 Indenture, is the agent and registrar for the 2025 notes.

              The 2025 Indenture contains certain limitations provided in the Trust Indenture Act on the rights of the Trustee, should it become a creditor of the Company or any Guarantor, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions with the Company or any Guarantor; provided that if it acquires any conflicting interest as defined in the Trust Indenture Act it must either eliminate such conflict or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the 2025 Indenture.

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              The Holders of a majority in principal amount of the then outstanding 2025 notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions and the rights of the Trustee. The 2025 Indenture provides that if an Event of Default occurs (which has not been cured or waived), the Trustee will be required, in the exercise of its rights and powers vested in it by the 2025 Indenture, to use the degree of care in their exercise of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the 2025 Indenture at the request or direction of any Holder unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


Book-Entry, Delivery and Form

              Except as set forth below, the 2025 notes will be issued in registered, global form. The 2025 notes will be issued at the closing of this offering only against payment in immediately available funds. The 2025 notes initially will be represented by one or more permanent global notes in registered form without interest coupons (collectively, the "Global Notes").

              The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC's nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below.

              Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for 2025 notes in registered, certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of 2025 notes in certificated form.

              The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

              DTC has advised us that DTC is a limited purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

              DTC has also advised us that, pursuant to procedures established by it:

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              Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream may hold interests in the Global Notes on behalf of their participants through customers' securities accounts in their respective names on the books of their depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

              The laws of some jurisdictions may require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

              Except as described below, owners of beneficial interests in the Global Notes will not have 2025 notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or "Holders" thereof under the 2025 Indenture for any purpose.

              Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder of the 2025 notes under the 2025 Indenture. Under the terms of the 2025 Indenture, the Company, the Guarantors and the Trustee will treat the Persons in whose names the 2025 notes, including the Global Notes, are registered as the owners of the 2025 notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Guarantors, the Trustee nor any agent of the Company, the Guarantors or the Trustee has or will have any responsibility or liability for:

              DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the 2025 notes, is to credit the accounts of the relevant Participants with the payment on the payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the 2025 notes as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of 2025 notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee, the

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Company or the Guarantors. None of the Company, the Guarantors nor the Trustee will be liable for any delay by DTC or any of its Participants or Indirect Participants in identifying the beneficial owners of the 2025 notes, and the Company, the Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

              Subject to the transfer restrictions set forth under "Notice to Investors," transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

              Subject to compliance with the transfer restrictions applicable to the 2025 notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

              DTC has advised us that it will take any action permitted to be taken by a Holder only at the direction of one or more Participants to whose account DTC has credited the interests of Global Notes and only in respect of such portion of the aggregate principal amount of 2025 notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the 2025 notes, DTC reserves the right to exchange the Global Notes for Certificated Notes, and to distribute such 2025 notes to its Participants.

              Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Company, the Guarantors nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

              A Global Note is exchangeable for Certificated Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000, if:

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              Beneficial interests in a Global Note may also be exchanged for Certificated Notes in the other limited circumstances permitted by the 2025 Indenture, including if an Affiliate of ours acquires such interests. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the restrictive legend referred to in "Notice to Investors," unless that legend is not required by the 2025 Indenture and shall be subject to all restrictions on transfer contained therein.

              Certificated Notes may not be exchanged for beneficial interests in any Global Note, except in the limited circumstances provided in the 2025 Indenture.

              The 2025 Indenture requires that payments in respect of the 2025 notes represented by the Global Notes (including principal, premium, if any, and interest) be made by wire transfer of immediately available funds to the accounts specified by the Global Note holder. With respect to Certificated Notes, the Company will make all payments of principal, premium, if any, and interest by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's registered address. The 2025 notes represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such 2025 notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

              Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.


Certain Definitions

              "2028 notes" means the Company's        % Senior Notes Due 2028 in the aggregate principal amount of $            issued on the Issue Date.

              "Acquired Debt" means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

              "Additional Assets" means (i) any assets or property (other than cash, Cash Equivalents or securities) used in the Oil and Gas Business or any business ancillary thereto, (ii) Investments in any other Person engaged in the Oil and Gas Business or any business ancillary thereto (including the acquisition from third parties of Capital Stock of such Person) as a result of which such other Person becomes a Restricted Subsidiary, (iii) the acquisition from third parties of Capital Stock of a Restricted Subsidiary, (iv) Permitted Business Investments, (v) capital expenditures by the Company or a

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Restricted Subsidiary in the Oil and Gas Business or (vi) Capital Stock constituting a Minority Interest in any Person that at such time is a Restricted Subsidiary; provided, however, that, in the case of clauses (ii) and (vi), such Restricted Subsidiary is primarily engaged in the Oil and Gas Business.

              "Adjusted Consolidated Net Tangible Assets" means (without duplication), as of the date of determination, the remainder of:

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              If the Company changes its method of accounting from the full cost method to the successful efforts method or a similar method of accounting, Adjusted Consolidated Net Tangible Assets will continue to be calculated as if the Company were still using the full cost method of accounting.

              "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of Voting Stock, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

              "Asset Sale" means any sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business) or other disposition (including, without limitation, by way of merger or consolidation or Sale and Leaseback Transaction) (collectively, a "transfer"), directly or indirectly, in one or a series of related transactions, of:

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              For the purposes of this definition, the term Asset Sale shall not include:

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              "Asset Swap" means any substantially contemporaneous (and in any event occurring within 120 days of each other) purchase and sale or exchange of any oil or natural gas properties or assets or interests therein between the Company or any Restricted Subsidiary and another Person; provided, that any cash received must be applied in accordance with the covenant described under "—Certain Covenants—Asset Sale" as if the Asset Swap were an Asset Sale.

              "Attributable Indebtedness" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

              "Board of Directors" means:

              "Capital Lease Obligation" of any Person means any obligation of such Person under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation (other than any obligation that is required to be classified and accounted for as an operating lease for financial reporting purposes in accordance with GAAP as in effect on the Issue Date), and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under "—Certain Covenants—Liens," a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

              "Capital Stock" of any Person means any and all shares, units, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests in such Person whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited), limited liability company interests in such Person (if a limited liability company), any other interest or participation that confers on any other Person the right to receive a share of the overall profits and losses of, or distributions of assets of, such Person, including any Preferred Stock, and any rights, warrants or options exercisable for, exchangeable for or convertible into such Capital Stock in any such case other than debt securities exercisable for, exchangeable for or convertible into Capital Stock.

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              "Cash Equivalents" means

              "Cash Management Obligations" means, with respect to the Company or any Guarantor, any obligations of such Person to any lender in respect of treasury management arrangements, depositary or other cash management services, including any treasury management line of credit.

              "Change of Control" means the occurrence of any of the following events:

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              Notwithstanding the preceding, a conversion of the Company or any Restricted Subsidiary from a limited liability company, corporation, limited partnership or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Capital Stock in one form of entity for Capital Stock for another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the "persons" (as that term is used in Section 13(d)(3) of the Exchange Act) who "beneficially owned" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities, whether such right is exercisable immediately or only after the passage of time) the Capital Stock of the Company immediately prior to such transactions continue to "beneficially own" in the aggregate more than 50% of the Voting Stock of such entity (measured by voting power rather than the number of shares), or continue to "beneficially own" sufficient equity interests in such entity to elect a majority of its directors, managers, trustees or other Persons serving in a similar capacity for such entity, and, in either case no Person, other than one or more Permitted Holders, "beneficially owns" more than 50% of the Voting Stock of such entity (measured by voting power rather than the number of shares).

              "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the 2025 Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act and the Exchange Act, then the body performing such duties at such time.

              "Commodity Agreements" means, with respect to any Person, any futures contract, forward contract, commodity swap agreement, commodity option agreement, hedging agreements and other agreements or arrangements (including, without limitation, swaps, caps, floors, collars, options and similar agreements) or any combination thereof entered into by such Person in respect of Hydrocarbons purchased, used, produced, processed or sold by such Person or its Subsidiaries for the purpose of protecting, on a net basis, against price risks, basis risks or other risks encountered in the Oil and Gas Business.

              "Company" means Laredo Petroleum, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the 2025 Indenture, and thereafter Company shall mean such successor Person.

              "Consolidated Fixed Charge Coverage Ratio" of the Company means, for any period, the ratio of

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provided, however, that:

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              For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company; provided that such officer may in his or her discretion include any reasonably identifiable and factually supportable pro forma changes to Consolidated Net Income (Loss), including any pro forma expenses and cost reductions, that have occurred or in the judgment of such officer are reasonably expected to occur within 12 months of the date of the applicable transaction (regardless of whether such expense or cost reduction or any other operating improvements could then be reflected properly in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other regulation or policy of the Commission); and provided further that

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              "Consolidated Income Tax Expense" of any Person means, for any period, the provision for federal, state, local and foreign income taxes (including state franchise or other taxes accounted for as income taxes in accordance with GAAP) of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

              "Consolidated Interest Expense" of the Company means, without duplication, for any period, the sum of

minus, to the extent included above, any interest attributable to Dollar Denominated Production Payments.

              "Consolidated Net Income (Loss)" of the Company means, for any period, the Consolidated net income (or loss) of the Company and the Restricted Subsidiaries for such period on a Consolidated

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basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

              "Consolidated Net Worth" means, with respect to any specified Person as of any date, the sum of

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              "Consolidated Non-cash Charges" of the Company means, for any period, the aggregate depreciation, depletion, amortization, impairment and exploration and abandonment expense and other non-cash charges of the Company and the Restricted Subsidiaries on a Consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge (other than a charge for future obligations with respect to the abandonment or retirement of assets) that requires an accrual or reserve for cash charges for any future period).

              "consolidation" means, with respect to any Person, the consolidation of the accounts of such Person and each of its Subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would be consolidated with those of such Person, in accordance with GAAP; provided, however, that "consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary of such Person with the accounts of such Person. The term "Consolidated" or "consolidated" shall have a similar meaning.

              "Credit Facility" means, with respect to the Company or any Restricted Subsidiary, one or more debt facilities (including, without limitation, the Senior Credit Agreement), commercial paper facilities, loan agreements or other financing agreements, in each case the majority of the loans or commitments under which, as of the date of the closing of such facilities or agreements, are provided by commercial banks, by affiliates of commercial banks customarily engaging in making or providing commercial loans or other financing, or by governmental authorities, and which facilities or agreements provide for revolving loans, term loans, letters of credit or similar financing arrangements, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced, in whole or in part from time to time with facilities or agreements that satisfy the above requirements.

              "Currency Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary.

              "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

              "Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company who does not have any material direct or indirect financial interest (other than as a shareholder or employee of the Company) in or with respect to such transaction or series of related transactions.

              "Disqualified Stock" means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the date that is the earlier of (a) the date 91 days after the date on which no 2025 notes are outstanding and (b) the final Stated Maturity of the principal of the 2025 notes or is redeemable at the option of the holder thereof at any time prior to such date (other than, in any case, upon a change of control of or sale of assets by the Company in circumstances where the Holders would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such date at the option of the holder thereof; provided that only the portion of Capital Stock which is mandatorily redeemable is so redeemable or so convertible or exchangeable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided further that any Capital Stock issued pursuant to any plan of the Company or any of its Affiliates for the benefit of one or more employees will not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Affiliates in order to satisfy applicable contractual, statutory or regulatory obligations.

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              "Dollar Denominated Production Payment" means a production payment required to be recorded as a borrowing in accordance with GAAP, together with all undertakings and obligations in connection therewith.

              "Equity Investor" means each of (i) Warburg Pincus Private Equity IX L.P., (ii) Warburg Pincus Private Equity X O&G, L.P. and (iii) Warburg Pincus X Partners, L.P.

              "Equity Offering" means an underwritten public offering or nonpublic, unregistered or private placement of Qualified Capital Stock of the Company or any contribution to capital of the Company in respect of Qualified Capital Stock of the Company.

              "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

              "Exchanged Properties" means Additional Assets received by the Company or a Restricted Subsidiary in a substantially concurrent purchase and sale, trade or exchange as a portion of the total consideration for other properties or assets.

              "Existing Senior Notes" means the Company's 55/8% Senior Notes Due 2022 in the aggregate principal amount of $450,000,000 outstanding on the Issue Date and the Company's 61/4% Senior Notes due 2023 in the aggregate principal amount of $350,000,000 outstanding on the Issue Date.

              "Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value of an asset or property in excess of $20.0 million shall be determined by the Board of Directors of the Company acting in good faith, which determination will be conclusive for all purposes under the 2025 Indenture, in which event it shall be evidenced by a resolution of the Board of Directors of the Company, and any lesser Fair Market Value shall be determined by the principal financial officer or principal accounting officer of the Company acting in good faith, which determination will be conclusive for all purposes under the 2025 Indenture.

              "Foreign Subsidiary" means any Restricted Subsidiary that (x) is not organized under the laws of the United States of America or any state thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any state thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above.

              "Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, the Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. All ratio computations based on GAAP contained in the 2025 Indenture will be computed in conformity with GAAP.

              "Guarantee" means the guarantee by any Guarantor of the Company's Indenture Obligations.

              "Guaranteed Debt" of any Person means, without duplication, all Indebtedness of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement, made primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,

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provided that the term "guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business or any obligation to the extent it is payable only in Qualified Capital Stock of the guarantor.

              "Guarantors" means (i) Laredo Midstream, (ii) GCM and (iii) any Subsidiary of the Company that is a guarantor of the 2025 notes, including any Person that is required after the Issue Date to execute a guarantee of the 2025 notes pursuant to the covenant described under "—Certain Covenants—Issuances of Guarantees by Restricted Subsidiaries," until a successor replaces such party pursuant to the applicable provisions of the 2025 Indenture and, thereafter, shall mean such successor; provided, however, that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its Guarantee is released in accordance with the terms of the 2025 Indenture.

              "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

              "Hydrocarbons" means oil, natural gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and all products, by-products and all other substances (whether or not hydrocarbon in nature) produced in connection therewith or refined, separated, settled or derived therefrom or the processing thereof, and all other minerals and substances related to the foregoing, including, but not limited to, liquefied petroleum gas, natural gas, kerosene, sulfur, lignite, coal, all gas resulting from the in-situ combustion of coal or lignite, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium, and any and all other minerals, ores, or substances of value, and the products and proceeds therefrom.

              "Indebtedness" means, with respect to any Person, without duplication,

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if and to the extent (solely in the case of the obligations specified in clauses (1)(a)(ii), (3) and (5)) such obligations would appear as liabilities upon the Consolidated balance sheet of such Person in accordance with GAAP; provided, however, that the following shall in any event not constitute "Indebtedness":

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              For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the 2025 Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value to be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

              Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the merger or asset acquisition, as the case may be.

              The "amount" or "principal amount" of Indebtedness at any time of determination as used herein shall, except as set forth below, be determined in accordance with GAAP:

              "Indenture Obligations" means the obligations of the Company and any other obligor under the 2025 Indenture or under the 2025 notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with the 2025 Indenture, the 2025 notes and the performance of all other obligations to the Trustee and the Holders under the 2025 Indenture and the 2025 notes, according to the respective terms thereof.

              "Interest Rate Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

              "Investment" means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to any other Person (by means of any transfer of cash or other property to such Person or any payment for property or services for the account or use of such Person), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any other Person and all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP. "Investment" shall exclude, as to any Person, direct or indirect advances or payments to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on such Person's balance sheet, endorsements for collection or deposit arising in the ordinary course of business, any debt or extension of credit represented by a bank deposit other than a time deposit, any interest in an oil or gas leasehold to the extent constituting a security under applicable law and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. If the Company or any

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Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company's Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in clause (a) of the covenant described under "—Certain Covenants—Restricted Payments." The amount of the investment shall be its Fair Market Value at the time the investment is made and shall not be adjusted for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

              "Investment Grade Rating" means at least BBB–, in the case of S&P (or at least its equivalent under any successor rating categories of S&P), at least Baa3, in the case of Moody's (or at least its equivalent under any successor rating categories of Moody's), or, if either such entity ceases to make its rating on the 2025 notes publicly available for reasons outside the Company's control, at least the equivalent in respect of the rating categories of any Rating Agency substituted for S&P or Moody's in accordance with the definition of "Rating Agencies."

              "Issue Date" means the original issue date of the 2025 notes (excluding, for such purposes, Additional Notes) under the 2025 Indenture.

              "Lien" means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, hypothecation, claim, preference, priority or other encumbrance for security purposes upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement. Notwithstanding any other provisions of the 2025 Indenture, references herein to Liens permitted to exist upon any particular item of Property shall also be deemed (whether or not stated specifically) to permit Liens to exist upon any improvements, additions, accessions and contractual rights relating primarily thereto and all proceeds thereof (including dividends, distributions and increases in respect thereof).

              "Liquid Securities" means securities that are publicly traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market and as to which the Company or any Restricted Subsidiary is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement under the Securities Act covering the resale thereof is in effect for as long as the securities are held; provided that securities meeting the foregoing requirements shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (a) the date on which such securities are sold or exchanged for cash or Cash Equivalents and (b) 180 days following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Cash Equivalents within 180 days of receipt thereof, for purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with the provisions of the covenant described under "—Certain Covenants—Asset Sales," such securities shall be deemed not to have been Liquid Securities at any time.

              "Maturity" means the date on which the principal becomes due and payable as therein provided or as provided in the 2025 Indenture, whether at Stated Maturity, the Asset Sale Purchase Date, the Change of Control Purchase Date or the redemption date and whether by declaration of acceleration, Prepayment Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

              "Measurement Date" means the Issue Date.

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              "Minority Interest" means the percentage interest represented by any class of Capital Stock of a Restricted Subsidiary that are not owned by the Company or a Restricted Subsidiary.

              "Moody's" means Moody's Investors Service, Inc. (or any successor to the rating agency business thereof).

              "Net Available Cash" from an Asset Sale or Sale and Leaseback Transaction means cash proceeds received therefrom (including any (i) cash proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and (ii) net proceeds from the sale or disposition of any Liquid Securities, in each case, only as and when received and excluding (x) any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary and (y) except to the extent subsequently converted to cash or Cash Equivalents, Liquid Securities, consideration constituting Exchanged Properties or consideration other than as identified in the immediately preceding clauses (i) and (ii)), in each case net of:

provided that, if any consideration for an Asset Sale or Sale and Leaseback Transaction (which would otherwise constitute Net Available Cash) is required to be held in escrow pending determination of whether a purchase price adjustment will be made, or as a reserve in accordance with GAAP, such consideration (or any portion thereof) shall become Net Available Cash only at such time as it is released to the Company or the Restricted Subsidiaries from escrow or is released from such reserve.

              "Net Cash Proceeds" means with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to in the covenant described under "—Certain Covenants—Restricted Payments," the aggregate proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when

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received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of (a) attorneys' fees, accountants' fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale or (b) taxes paid or payable or required to be accrued as a liability under GAAP as a result thereof.

              "Net Working Capital" means (i) all current assets of the Company and the Restricted Subsidiaries, less (ii) all current liabilities of the Company and the Restricted Subsidiaries, except current liabilities included in Indebtedness, in each case as set forth in Consolidated financial statements of the Company prepared in accordance with GAAP; provided that all of the following shall be excluded in the calculation of Net Working Capital: (a) current assets or liabilities relating to the mark-to-market value of Interest Rate Agreements and hedging arrangements constituting Permitted Debt or commodity price risk management activities arising in the ordinary course of the Oil and Gas Business; (b) any current assets or liabilities relating to non-cash charges arising from any grant of Capital Stock, options to acquire Capital Stock or other equity based awards; and (c) any current assets or liabilities relating to non-cash charges or accruals for future abandonment or asset retirement liabilities.

              "Non-Guarantor Restricted Subsidiary" means any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary and is designated by the Company as a Non-Guarantor Restricted Subsidiary, as evidenced by a resolution of the Board of Directors of the Company.

              "Oil and Gas Business" means the business of exploiting, exploring for, developing, acquiring, operating, servicing, producing, processing, gathering, marketing, storing, selling, hedging, treating, swapping, refining and transporting Hydrocarbons, Hydrocarbon properties or Hydrocarbon assets and other related energy businesses and activities arising from, relating to or necessary, ancillary, complementary or incidental to the foregoing.

              "Oil and Gas Liens" means (i) Liens on any specific property or any interest therein, construction thereon or improvement thereto to secure all or any part of the costs incurred for surveying, exploration, drilling, extraction, development, operation, production, construction, alteration, repair or improvement of, in, under or on such property and the plugging and abandonment of wells located thereon (it being understood that, in the case of oil and gas producing properties, or any interest therein, costs incurred for development shall include costs incurred for all facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a part or which relate to such properties or interests); (ii) Liens on an oil or gas producing property to secure obligations incurred or guarantees of obligations incurred in connection with or necessarily incidental to commitments for the purchase or sale of, or the transportation or distribution of, the products derived from such property; (iii) Liens arising under partnership agreements, oil and gas leases, overriding royalty agreements, net profits agreements, production payment agreements, royalty trust agreements, incentive compensation programs for geologists, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, master limited partnership agreements, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of oil, gas or other hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, operating agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business; provided in all instances that such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract; (iv) Liens arising in connection with Production Payments and Reserve Sales; (v) Liens on pipelines or pipeline facilities that arise by operation of law; and (vi) Liens on, or related to, properties and assets of the Company and its Subsidiaries to secure all or a part of the costs incurred in the ordinary course of business of exploration, drilling, development,

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production, processing, gas gathering, marketing, refining or storage, abandonment or operation thereof.

              "Oil and Gas Properties" means all properties, including equity or other ownership interests therein, owned by a Person which contain or are believed to contain oil and gas reserves.

              "Pari Passu Indebtedness" means any Indebtedness of the Company or a Guarantor that is pari passu in right of payment to the 2025 notes or a Guarantee, as the case may be.

              "Pari Passu Offer" means an offer by the Company or a Guarantor to purchase all or a portion of Pari Passu Indebtedness to the extent required by the 2025 Indenture or other agreement or instrument pursuant to which such Pari Passu Indebtedness was issued.

              "Permitted Acquisition Indebtedness" means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or a Restricted Subsidiary, as applicable, immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation),

              "Permitted Business Investments" means Investments and expenditures made in the ordinary course of, or of a nature that is or shall have become customary in, the Oil and Gas Business as a means of engaging therein through agreements, transactions, properties, interests or arrangements that permit one to share or transfer risks or costs, comply with regulatory requirements regarding local ownership or otherwise or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including (i) ownership interests in Hydrocarbon properties and interests therein, liquid natural gas facilities, drilling operations, processing facilities, refineries, gathering systems, pipelines, storage facilities, related systems or facilities, ancillary real property interests and interests therein; (ii) entry into and Investments and expenditures in the form of or pursuant to operating agreements, processing agreements, farm-in agreements, farm-out agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling arrangements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited) and other similar agreements (including for limited liability companies), working interests, royalty interests, mineral leases, production sharing agreements, production sales and marketing agreements, subscription agreements, stock purchase agreements, stockholder agreements, oil or gas leases, overriding royalty agreements, net profits agreements, production payment agreements, royalty trust agreements, incentive compensation programs on terms

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that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or any Restricted Subsidiary, division orders, participation agreements, master limited partnership agreements, contracts for the sale, purchase, exchange, transportation, gathering, processing, marketing or storage of Hydrocarbons, communitizations, declarations, orders and agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, or other similar or customary agreements, transactions, properties, interests or arrangements, Asset Swaps, and exchanges of properties of the Company or the Restricted Subsidiaries for other properties that, together with any cash and Cash Equivalents in connection therewith, are of at least equivalent value as determined in good faith by the Board of Directors of the Company with third parties, excluding, however, Investments in corporations or Unrestricted Subsidiaries that are Permitted Investments; (iii) capital expenditures, including, without limitation, acquisitions of properties that are related or incidental to, or used or useful in connection with, the Oil and Gas Business or other business activities that are not prohibited by the terms of the 2025 Indenture, and interests therein; and (iv) Investments of operating funds on behalf of co-owners of properties used in the Oil and Gas Business of the Company or the Subsidiaries of the Company pursuant to joint operating agreements.

              "Permitted Holder" means the Equity Investors and Related Parties. Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is (or pursuant to the third to last paragraph under "—Change of Control" is not required to be) made in accordance with the requirements of the 2025 Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

              "Permitted Investment" means:

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              In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value at the time of Investment, without regard to subsequent changes in value or writeups, writedowns or writeoffs.

              With respect to any Investment, the Company may, in its sole discretion, allocate all or any portion of any Investment to one or more of the above clauses so that the entire Investment is a Permitted Investment.

              "Permitted Lien" means:

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              In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset or group or type of assets may include Liens on all improvements, additions, accessions and contractual rights relating primarily thereto and all proceeds thereof (including dividends, distributions and increases in respect thereof).

              Notwithstanding anything in clauses (a) through (u) of this definition, the term Permitted Liens does not include any Liens resulting from the creation, incurrence, issuance, assumption or guarantee of any Production Payments other than (i) Production Payments that are created, incurred, issued, assumed or guaranteed in connection with the financing of, and within 90 days after, the acquisition of the properties or assets that are subject thereto and (ii) Volumetric Production Payments that constitute Asset Sales.

              "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary issued in a Refinancing of other Indebtedness of the Company or any Restricted Subsidiary (other than intercompany Indebtedness); provided that:

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              "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

              "Preferred Stock" means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

              "Production Payments" means, collectively, Dollar Denominated Production Payments and Volumetric Production Payments.

              "Production Payments and Reserve Sales" means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a bonus, rental payment, royalty, overriding royalty, net profits interest, production payment (whether volumetric or dollar denominated), partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services to the Company or a Restricted Subsidiary.

              "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock and other securities issued by any other Person (but excluding Capital Stock or other securities issued by such first mentioned Person).

              "Purchase Money Obligation" means any Indebtedness secured by a Lien on assets related to the business of the Company or any Restricted Subsidiary that are acquired, constructed, improved or developed by the Company or any Restricted Subsidiary at any time after the Issue Date; provided that

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              "Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Disqualified Stock.

              "Rating Agencies" means (a) S&P and Moody's or (b) if S&P or Moody's or both of them are not making ratings of the 2025 notes publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody's or both, as the case may be.

              "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, effect a change by amendment or modification, defease or retire, or to issue an Indebtedness in exchange or replacement for (or the net proceeds of which are used to Refinance), such Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

              "Related Parties" means:

              "Restricted Subsidiary" means any Subsidiary of the Company that has not been designated by the Board of Directors of the Company by a board resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to a Designation (not subject to a subsequent Revocation) in compliance with the covenant described under "—Certain Covenants—Unrestricted Subsidiaries."

              "S&P" means S&P Global Ratings (or any successor to the rating agency business thereof).

              "Sale and Leaseback Transaction" means, with respect to the Company or any Restricted Subsidiary, any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any principal property, acquired or placed into service more than 180 days prior to such arrangement, whereby such property has been or is to be sold or transferred by the Company or any Restricted Subsidiary to such Person.

              "Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

              "Senior Credit Agreement" means the Fifth Amended and Restated Credit Agreement, dated as of May 2, 2017, by and among the Company, as Borrower, the financial institutions listed therein, as Banks, Wells Fargo Bank, N.A., as Administrative Agent, Bank of America, N.A., BMO Harris Financing, Inc., and Capital One, National Association, as Co-Syndication Agents, Societe Generale and The Bank of Nova Scotia, as Co-Documentation Agents, and Wells Fargo Securities, LLC, BMO

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Capital Markets Corp., Capital One, National Association, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers, as such agreement, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements (whether by the same or any other agent, lender or group of lenders), supplementations or other modifications of the foregoing) together with the related documents thereto (including, without limitation, any guarantee agreements and security documents).

              "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission as in effect on the Issue Date.

              "Stated Maturity" means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

              "Subordinated Indebtedness" means Indebtedness of the Company or a Guarantor subordinated in right of payment to the 2025 notes or a Guarantee, as the case may be.

              "Subsidiary" with respect to any Person, means any (i) corporation, association or other business entity (other than a partnership) of which the outstanding Capital Stock having a majority of the votes entitled to be cast in the election of directors, managers or trustees of such entity under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or any other Person of which a majority of the Voting Stock under ordinary circumstances is at the time, directly or indirectly, owned by such Person or (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

              "Trade Accounts Payable" means (a) accounts payable or other obligations of the Company or any Restricted Subsidiary created or assumed by the Company or such Restricted Subsidiary in the ordinary course of business in connection with the obtaining of goods or services and (b) obligations arising under contracts for the exploration, development, drilling, completion and plugging and abandonment of wells or for the construction, repair or maintenance of related infrastructure or facilities.

              "Transaction" means any transaction; provided that, if such transaction is part of a series of related transactions, "Transaction" refers to such related transactions as a whole.

              "Unrestricted Subsidiary" means any Subsidiary of the Company designated (or deemed designated) as such pursuant to and in compliance with the covenant described under "—Certain Covenants—Unrestricted Subsidiaries."

              "Unrestricted Subsidiary Indebtedness" means Indebtedness of any Unrestricted Subsidiary.

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provided that notwithstanding the foregoing, any Unrestricted Subsidiary may guarantee the 2025 notes.

              "U.S. Government Obligations" means (i) securities that are (a) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the full and timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof; and (ii) depositary receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (i) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal or interest on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest of the U.S. Government Obligation evidenced by such depositary receipt.

              "Volumetric Production Payment" means a production payment that is recorded as a sale in accordance with GAAP, whether or not the sale price must be recorded as deferred revenue, together with all undertakings and obligations in connection therewith.

              "Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect the members of the Board of Directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

              "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Preferred Stock at any date, the number of years obtained by dividing (1) the then outstanding aggregate principal amount of such Indebtedness or Preferred Stock into (2) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal or (with respect to Preferred Stock) redemption or similar payment, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

              "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than directors' qualifying shares).

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DESCRIPTION OF THE 2028 NOTES

              The        % Senior Notes due 2028 (the "2028 notes") offered hereby will be issued under a base indenture dated as of March 18, 2015 (the "Base Indenture") among us, the guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented and amended by a supplemental indenture dated as of the Issue Date (the "Supplemental Indenture" and, the Base Indenture as supplemented by the Supplemental Indenture, the "2028 Indenture"). Each of the 2025 notes and the 2028 notes will be a separate series of senior debt securities described in the accompanying base prospectus. To the extent this description is inconsistent with the description in the accompanying base prospectus, this description will control and replace the inconsistent provision in the accompanying base prospectus. The following is a summary of the material provisions of the 2028 notes and the 2028 Indenture and the terms used therein. Because this "Description of 2028 Notes" is only a summary of the provisions of the 2028 notes and the 2028 Indenture, you should refer to such documents for a complete description of the obligations of the Company and the Guarantors thereunder and your rights as a Holder.

              The terms of the 2028 notes include those expressly set forth in the 2028 Indenture and those made part of the 2028 Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The 2028 Indenture is unlimited in aggregate principal amount, although the issuance of the 2028 notes in this offering will be limited to $             million. We may issue an unlimited principal amount of additional 2028 notes in the future having identical terms and conditions as the 2028 notes, other than issue date, issue price and the first interest payment date (the "Additional Notes"). We will only be permitted to issue such Additional Notes in compliance with the covenant described under the subheading "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock." Any Additional Notes will be part of the same series as the 2028 notes that will vote on all matters with the holders of the 2028 notes. Unless the context otherwise requires, for all purposes of the 2028 Indenture and this "Description of the 2028 Notes," references to the 2028 notes include the 2028 notes and any Additional Notes actually issued.

              You will find the definitions of capitalized terms used in this "Description of 2028 Notes" under the heading "—Certain Definitions." For purposes of this description, references to "the Company," "we," "our" and "us" refer only to Laredo Petroleum, Inc., the issuer of the 2028 notes, and not to any of its Subsidiaries.

              The registered holder of a 2028 note will be treated as the owner of it for all purposes. Only registered holders of the 2028 notes have rights under the 2028 Indenture, and all references to "Holders" in this description are to registered holders of the 2028 notes issued under the 2028 Indenture.


Brief Description of the 2028 notes and the Guarantees

              The 2028 notes will:

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              Each guarantee of the 2028 notes will:

              The 2028 notes will be structurally subordinated to any existing and future Indebtedness and other liabilities, including claims of trade creditors, of any Subsidiary of the Company that does not guarantee the 2028 notes. However, any Restricted Subsidiary that guarantees or becomes an obligor in respect of Indebtedness of the Company or any Restricted Subsidiary exceeding an aggregate principal amount of $5.0 million will be required to guarantee the 2028 notes, pursuant to a full and unconditional guarantee on a senior unsecured basis by such Restricted Subsidiary of the Company's obligations under the 2028 notes and the 2028 Indenture to the same extent as that set forth in the 2028 Indenture, subject to such Restricted Subsidiary ceasing to be a Guarantor when its Guarantee is released in accordance with the terms of the 2028 Indenture.

              In the event of a bankruptcy, administrative receivership, composition, insolvency, liquidation or reorganization of any non-guarantor Subsidiary, such Subsidiary will pay the holders of its liabilities, including trade payables, before such Subsidiary will be able to distribute any of its assets to the Company or the Guarantors. As of September 30, 2019, on a pro forma basis after giving effect to the semi-annual borrowing base redetermination on October 30, 2019, the borrowing of approximately $195 million under our senior secured credit facility to fund the purchase price for the Acreage Acquisitions and a repayment of $5 million under our senior secured credit facility, this offering of the 2028 notes and the 2025 notes and the application of the net proceeds therefrom (i) to fund the Tender Offers for any and all of our Existing Notes, (ii) to fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers and (iii) to repay a portion of the borrowings outstanding under our senior secured credit facility, the issuer would have had approximately $1.195 billion of total indebtedness (including the 2028 notes) of which $295 million would be secured indebtedness to which the 2028 notes would be effectively junior. Subject to the covenants set forth therein, the 2028 Indenture permits the Company and the Guarantors to incur additional Indebtedness, including secured Indebtedness.


Principal, Maturity and Interest

              The Company will issue the 2028 notes in an initial aggregate amount of $450.0 million, maturing on                        , 2028. The 2028 Indenture provides for the issuance of an unlimited amount of Additional Notes having identical terms and conditions as the original 2028 notes offered hereby in all respects other than the date of issue, the issue price and, at the option of the Company, as to the payment of interest accruing prior to the issue date of such Additional Notes or as to the first payment of interest following the issue date of such Additional Notes, subject to compliance with the covenants contained in the 2028 Indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock." The 2028 notes offered hereby and any Additional Notes will be treated as a single class of securities under the 2028 Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers

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to purchase. For purposes of this "Description of 2028 Notes," reference to the 2028 notes includes any Additional Notes, unless otherwise indicated. There can be no assurance as to when or whether the Company will issue any such Additional Notes or as to the aggregate principal amount of such Additional Notes.

              Interest on the 2028 notes will accrue at the rate of        % per annum, and will be payable semiannually in cash on each            and            , commencing                         , 2020 to the Holders of record of 2028 notes on the immediately preceding                        and,                         as the case may be. Interest on the 2028 notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest on the 2028 notes will be computed on the basis of a 360-day year comprising twelve 30-day months.

              If an interest payment date falls on a day that is not a business day, the interest payment to be made on such interest payment date will be made, without penalty, on the next succeeding business day with the same force and effect as if made on such interest payment date.

              The principal of and premium, if any, and interest on the 2028 notes will be payable and will be exchangeable and transferable, at the office or agency of the paying agent and registrar maintained for such purposes or, at the option of the Company, payment of interest may be paid by check mailed to the address of the person entitled thereto as such address appears in the security register of Holders. The Company may change the paying agent and registrar without notice to the Holders. The 2028 notes will be issued only in registered form without coupons and only in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange or redemption of the 2028 notes, but the Company may require payment in certain circumstances of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


Method of Payment

              The 2028 notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose; provided, however, that (i) payments in respect of the 2028 notes represented by the Global Notes (as defined below) (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company ("DTC") with respect thereto; and (ii) payments in respect of the 2028 notes represented by any Certificated Notes (as defined below) (including principal, premium, if any, and interest) shall be made (subject (in the case of payments of principal or premium, if any) to surrender of such 2028 note at such office or agency): (a) if the Holder thereof has specified by written notice to the Trustee a U.S. dollar account maintained by such Holder with a bank located in the United States of America for such purpose no later than 15 days immediately preceding the relevant payment date (or such later date as the Trustee may accept in its discretion), by wire transfer of immediately available funds to such account so specified or (b) otherwise, at the option of the Company, by check mailed to the Holder of such 2028 note at its address set forth in the security register of Holders.


Paying Agent and Registrar

              The Trustee will initially act as paying agent and registrar. The Company may change any paying agent or registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.


Guarantees

              The payment of the principal of and premium, if any, and interest on the 2028 notes, when and as the same become due and payable, will be guaranteed, jointly and severally, on a senior unsecured

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basis pursuant to the guarantee provisions of the 2028 Indenture, by the Guarantors. On the Issue Date, the Company's existing subsidiaries, Laredo Midstream and GCM, will be Restricted Subsidiaries and Guarantors, and are referred to in this "Description of 2028 Notes" as the Guarantors. In addition, if (a) any Person becomes a direct or indirect domestic Restricted Subsidiary, (b) any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, or (c) any other Restricted Subsidiary issues or guarantees any Indebtedness and, in the case of (a), (b) or (c), such Restricted Subsidiary is or becomes a guarantor or obligor in respect of any Indebtedness of the Company or any of its direct or indirect domestic Restricted Subsidiaries in an aggregate principal amount exceeding $5.0 million, the Company shall cause each such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to guarantee the Company's obligations under the 2028 notes jointly and severally with any other Guarantors, fully and unconditionally, on a senior unsecured basis. See "—Certain Covenants—Issuances of Guarantees by Restricted Subsidiaries." Non-Guarantor Restricted Subsidiaries and Foreign Subsidiaries will not be required to issue a Guarantee under certain circumstances as described under "—Certain Covenants—Issuances of Guarantees by Restricted Subsidiaries." As of the date of this offering memorandum, the Company has no Foreign Subsidiaries and no Non-Guarantor Restricted Subsidiaries.

              The obligations of each Guarantor under its Guarantee are limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the 2028 Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. See "Risk Factors—Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes." Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from any other non-paying Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor determined in accordance with GAAP.

              Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Restricted Subsidiary that is a Guarantor without limitation, or with or to other Persons upon the terms and conditions set forth in the 2028 Indenture. See "—Certain Covenants—Consolidation, Merger and Sale of Assets."

              The Guarantee of a Guarantor will be released automatically:

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provided that any such release and discharge pursuant to clause (1), (2), (3), (4), (5), (6) or (7) above shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure any, Indebtedness of the Company and the domestic Restricted Subsidiaries (other than the 2028 notes) having an aggregate principal amount in excess of $5.0 million shall also terminate at such time.


Optional Redemption

              On or after                        , 2023, the Company may redeem all or a portion of the 2028 notes, on not less than 30 nor more than 60 days' prior notice and in amounts of $2,000 or whole multiples of $1,000 in excess thereof, at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on                        of the years indicated below:

Year
  Redemption
Price
 

2023

      %

2024

      %

2025

      %

2026 and thereafter

    100.000 %

              In addition, at any time and from time to time prior to                        , 2023, the Company may use funds in an amount not exceeding the amount of the Net Cash Proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of 2028 notes issued under the 2028 Indenture (including the principal amount of any Additional Notes issued under the 2028 Indenture) at a redemption price equal to        % of the aggregate principal amount of the 2028 notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date). At least 65% of the aggregate principal amount of 2028 notes (including the principal amount of any Additional Notes issued under the 2028 Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must complete such redemption no later than 180 days after the closing of the related Equity Offering. Notice of any redemption pursuant to this paragraph may be given prior to the completion of the applicable Equity Offering, and any such redemption or notice may at the Company's discretion be subject to one or

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more conditions precedent including but not limited to completion of such Equity Offering. If any such conditions do not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the 2028 notes to be redeemed in the same manner in which the notice of redemption was given.

              If a Change of Control occurs at any time prior to                        , 2021, the Company may, at its option, redeem all, but not less than all, of the 2028 notes upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 110.0% of the principal amount of the 2028 notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). If the Company elects to exercise this redemption right, the Company must do so by mailing a redemption notice to each Holder at its registered address (or in the case of Global Notes sent, in accordance with the procedures of DTC or any other depository) with a copy to the Trustee within 60 days following the Change of Control (or, at the Company's option, prior to such Change of Control but after the transaction giving rise to such Change of Control is publicly announced). Any such redemption may be conditioned upon the Change of Control occurring if the notice is mailed (or, in the case of Global Notes sent) prior to the Change of Control. If the Change of Control does not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders in the same manner in which the notice of redemption was given. If the Company exercises the Change of Control redemption right, the Company will not be required to make the Change of Control Offer described below under "—Change of Control" unless or until there is a default in payment of the redemption price.

              The 2028 notes may also be redeemed, in whole or in part, at any time or from time to time prior to                        , 2023 at the option of the Company at a redemption price equal to 100% of the principal amount of the 2028 notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

              "Applicable Premium" means: on any applicable redemption date, the greater of: (1) 1.0% of the principal amount of such 2028 note and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of such 2028 note at                        , 2023 (such redemption price being set forth in the table appearing above) plus (ii) all required interest payments (excluding accrued and unpaid interest to such redemption date) due on such 2028 note through                        , 2023, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such 2028 note.

              "Treasury Rate" means: as of any redemption date, the weekly average yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) equal to the period from the redemption date to                        , 2023; provided, however, that if the period from the redemption date to                         , 2023 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities that have a constant maturity closest to and greater than the period from the redemption date to                        , 2023 and the United States Treasury securities that have a constant maturity closest to and less than the period from the redemption date to                        , 2023 for which such yields are given, except that if the period from the redemption date to                        , 2023 is less

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than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

              The Company will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date, deliver to the Trustee an officers' certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

              Notices of optional redemption will be at least 30 but no more than 60 days before the redemption date to each Holder of 2028 notes to be redeemed at its registered address, except that optional redemption notices may be sent more than 60 days prior to a redemption date in connection with a legal or covenant defeasance of the 2028 notes or a satisfaction and discharge of the 2028 Indenture.

              If less than all of the 2028 notes are to be redeemed, the Trustee shall select the 2028 notes to be redeemed not more than 60 days prior to the redemption date, or otherwise in compliance with the requirements of the principal national security exchange, if any, on which the 2028 notes are listed, or if the 2028 notes are not so listed, on a pro rata basis (or, in the case of Global Notes, on as nearly a pro rata basis as is practicable, subject to the procedures of DTC or any other depositary), by lot or by any other method the Trustee shall deem fair and reasonable. 2028 notes redeemed in part must be redeemed only in amounts of $2,000 or whole multiples of $1,000 in excess thereof (subject to the procedures of DTC or any other depositary). Redemption of the 2028 notes pursuant to the provisions relating to an Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary).

              If any 2028 note is to be redeemed in part only, the notice of redemption that relates to that 2028 note will state the portion of the principal amount of that 2028 note that is to be redeemed. A replacement 2028 note in principal amount equal to the unredeemed portion of the original 2028 note will be issued in the name of the Holder upon cancellation of the original 2028 note. 2028 notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on 2028 notes or portions of 2028 notes called for redemption, unless the Company defaults in making the redemption payment.

              The notice of redemption with respect to the redemption described in the fourth paragraph under this "—Optional Redemption" need not set forth the Applicable Premium but only the manner of calculation thereof. The Company will notify the Trustee of the Applicable Premium with respect to any redemption promptly after the calculation thereof, and the Trustee shall not be responsible for such calculation. Any redemption or notice of redemption may, at the Company's discretion, be subject to one or more conditions precedent and, in the case of redemption with the net proceeds of an Equity Offering, be given prior to the completion of the related Equity Offering.


Open Market Purchases; No Mandatory Redemption or Sinking Fund

              In addition to the Company's right to redeem the 2028 notes as set forth above, the Company or its Affiliates may from time to time purchase the 2028 notes in open-market transactions, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as the Company or its Affiliates may determine, which may be more or less than the consideration for which the 2028 notes offered hereby are being sold and could be for cash or other consideration.

              The Company is not required to make mandatory redemption or sinking fund payments with respect to the 2028 notes.

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Change of Control

              If a Change of Control occurs, unless the Company has given (or if a Change of Control occurs prior to            , 2021, within 60 days thereafter will have given) notice of redemption of all the 2028 notes as described under "—Optional Redemption," each Holder will have the right to require that the Company purchase all or any part (in amounts of $2,000 or whole multiples of $1,000 in excess thereof) of such Holder's 2028 notes pursuant to an offer (the "Change of Control Offer") on the terms set forth in the 2028 Indenture. In the Change of Control Offer, the Company will offer to purchase all of the 2028 notes, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such 2028 notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date") (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date).

              Within 30 days after any Change of Control or, at the Company's option, prior to such Change of Control but after it is publicly announced, unless the Company has given (or if a Change of Control occurs prior to            , 2021, within 60 days thereafter will have given) notice of redemption of all the 2028 notes as described under "—Optional Redemption," the Company must notify the Trustee and give written notice of the Change of Control to each Holder, by first-class mail, postage prepaid, at the address appearing for such Holder in the security register (or otherwise in accordance with the procedures of DTC or any other depositary). The notice must state, among other things,

              Holders electing to have a 2028 note purchased pursuant to a Change of Control Offer will be required to surrender the 2028 note to the paying agent for the 2028 notes at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Purchase Date. If the Change of Control Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Holder of record at the close of business on the record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.

              Any Change of Control Offer that is made prior to the occurrence of a Change of Control may at the Company's discretion be subject to one or more conditions precedent, including but not limited to the occurrence of a Change of Control.

              If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Purchase Price for all of the 2028 notes that might be delivered by Holders seeking to accept the Change of Control Offer. The failure of the Company to make or consummate

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the Change of Control Offer or pay the Change of Control Purchase Price when due may give the Trustee and the Holders rights described under "—Events of Default."

              The indentures governing the Existing Senior Notes provide, and the indenture governing the 2025 notes will provide, that upon the occurrence of certain change-of-control events, each holder of the Existing Senior Notes and the 2025 notes will have the right to require the Company to purchase all or any part of such holder's Existing Senior Notes and the 2025 notes. In such event, the Company may not have available funds sufficient to pay the aggregate purchase price of the Existing Senior Notes and the 2025 notes delivered by holders exercising such right. The failure of the Company to purchase the delivered Existing Senior Notes and the 2025 notes may result in the occurrence of a default under the indentures governing the Existing Senior Notes and the 2025 notes.

              The Senior Credit Agreement provides that certain change-of-control events with respect to the Company would constitute a default thereunder, which could obligate the Company to repay amounts outstanding under the Senior Credit Agreement upon an acceleration of the Indebtedness issued thereunder. A default under the Senior Credit Agreement would result in a default under the 2028 Indenture if the lenders holding a certain percentage of the commitments thereunder accelerate the debt under the Senior Credit Agreement. Any future credit agreements or agreements relating to other indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing 2028 notes, the Company could seek the consent of the lenders holding a certain percentage of the commitments under those agreements to the purchase of the 2028 notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing 2028 notes. In such case, the Company's purchase of tendered 2028 notes may result in an Event of Default under the 2028 Indenture if the lenders under its other debt agreements, including the Senior Credit Agreement, accelerate Indebtedness under those agreements in an aggregate principal amount in excess of $20.0 million. See "Risk Factors—We may not be able to repurchase the 2028 notes in certain circumstances."

              The definition of Change of Control includes a phrase relating to the sale, assignment, conveyance, transfer, lease or other disposition, in one or a series of related transactions, of "all or substantially all" of the assets of the Company and the Restricted Subsidiaries, taken as a whole. Thus, only asset dispositions constituting a "series of related transactions" are aggregated in determining whether a "change of control" arising from the sale of "substantially all" of the assets has taken place. Moreover, the term "all or substantially all," as used in the definition of Change of Control, has not been interpreted under New York law (which is the governing law of the 2028 Indenture) to represent a specific quantitative test. Therefore, if Holders elected to exercise their right to require the Company to repurchase their 2028 notes under the 2028 Indenture as a result of a sale, assignment, conveyance, transfer, lease or other disposition of less than all of the assets of the Company and the Restricted Subsidiaries taken as a whole and the Company elected to contest such election, it is not clear how a court applying New York law would interpret the phrase.

              The existence of a Holder's right to require the Company to repurchase such Holder's 2028 notes upon a Change of Control may deter a third party from acquiring the Company in a transaction that constitutes a Change of Control.

              The provisions of the 2028 Indenture do not afford Holders the right to require the Company to repurchase the 2028 notes in the event of a highly leveraged transaction or certain transactions with management or Affiliates of the Company, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its Affiliates) involving the Company that may adversely affect Holders, if such transaction is not a transaction defined as a Change of Control. A transaction involving the management or Affiliates of

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the Company, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified within such definition.

              The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the 2028 Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Change of Control" provisions of the 2028 Indenture by virtue thereof.

              The Company will not be required to make a Change of Control Offer under the following circumstances: (1) upon a Change of Control, if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the 2028 Indenture applicable to a Change of Control Offer made by the Company and purchases all 2028 notes validly tendered and not withdrawn under such Change of Control Offer; or (2) if notice of redemption for 100% of the aggregate principal amount of the outstanding 2028 notes has been given (or, if a Change of Control occurs prior to            , 2021, within 60 days thereafter will have been given), pursuant to the 2028 Indenture as described under "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price.

              In the event that upon consummation of a Change of Control Offer less than 10% of the aggregate principal amount of the 2028 notes (including Additional Notes) that were originally issued are held by Holders other than the Company or Affiliates thereof, the Company will have the right, upon not less than 30 nor more than 60 days' prior notice and given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the 2028 notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the 2028 notes redeemed plus accrued and unpaid interest, if any, thereon to the date of redemption, subject to the right of the Holders of record on relevant record dates to receive interest due on the relevant interest payment date.

              The provisions under the 2028 Indenture related to the Company's obligation to make an offer to repurchase the 2028 notes as a result of a Change of Control may be waived or modified or terminated with the consent of the Holders of a majority in principal amount of the 2028 notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the 2028 notes) prior to the occurrence of such Change of Control.


Certain Covenants

              The 2028 Indenture will contain certain covenants, which may be suspended, as follows:

              If at any time (a) the 2028 notes are rated at least Baa3 by Moody's and at least BBB– by S&P (or, if either such entity ceases to rate the 2028 notes for reasons outside of the control of the Company, at least the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency); and (b) at such time no Event of Default has occurred and is continuing then, beginning on that day and each day thereafter until a Reversion Date, if any (as described in the second succeeding paragraph), the covenants specifically listed under the following captions in this prospectus supplement (the "Suspended Covenants") will be suspended:

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              During any period that the foregoing covenants have been suspended (each such period, a "Suspension Period"), the Company's Board of Directors may not designate any of its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant described under "—Unrestricted Subsidiaries."

              Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB–, respectively, the foregoing covenants will be reinstituted as of and from the date of such rating decline (such date, a "Reversion Date").

              For purposes of calculating the amount available to be made as Restricted Payments under clause (a)(3) of the first paragraph of the covenant described under "—Restricted Payments," calculations under that clause will be made with reference to the date of the Restricted Payment, as set forth in that clause. Accordingly (x) Restricted Payments made during the Suspension Period that would not otherwise be permitted pursuant to any of clauses (b)(1) through (b)(14) of the covenant described under "—Restricted Payments" will reduce the amount available to be made as Restricted Payments under clause (a)(3) of the first paragraph of such covenant; provided, however, that the amount available to be made as a Restricted Payment shall not be reduced to below zero solely as a result of such Restricted Payments but may be reduced to below zero as a result of negative cumulative Consolidated Net Income during the Suspension Period for purposes of clause (a)(3)(A) of such covenant and (y) the items specified in clauses (a)(3)(A) through (F) of such covenant that occur during the Suspension Period will increase the amount available to be made as Restricted Payments under clause (a)(3) of such covenant. For purposes of the covenant described under "—Asset Sales," on each Reversion Date, the unutilized Excess Proceeds will be reset to zero. No Default or Event of Default will be deemed to have occurred or exist on a Reversion Date (or thereafter) under any Suspended Covenant, solely as a result of, or as a result of the continued existence on or after a Reversion Date of facts and circumstances arising from, any actions taken by the Company or any Restricted Subsidiaries thereof, or events occurring, or performance on or after a Reversion Date of any obligations arising from transactions which occurred, during a Suspension Period.

              The 2028 Indenture will contain certain covenants including, among others, the following:

              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Debt and the issuance of Disqualified Stock or the issuance of Preferred Stock by a Restricted Subsidiary), unless such Indebtedness is incurred by the Company or any Guarantor and, in each case, after giving pro forma effect to such incurrence and the receipt and application of

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the proceeds therefrom, the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period would be equal to or greater than 2.25 to 1.0.

              (b)   Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, "Permitted Debt"):

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              For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of "Permitted Debt" or is permitted to be incurred pursuant to the first paragraph of this covenant, the Company in its sole discretion may classify or reclassify (or later classify or reclassify) in whole or in part such item of Indebtedness in any manner (including by dividing and classifying such item of Indebtedness in more than one type of Indebtedness permitted under this covenant) that complies with this covenant; provided that Indebtedness under the Senior Credit Agreement, if any, which is in existence on the Issue Date shall be considered incurred under clause (1) of the second paragraph of this covenant, subject to any subsequent classification or reclassification or division permitted pursuant to this paragraph.

              Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

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additional Indebtedness with the same terms, the accretion or payment of dividends on any Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock, the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness, and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of ASC 815), each will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued shall be included as required in the calculation of the Consolidated Fixed Charge Coverage Ratio of the Company.

              For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the U.S. dollar equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company and the Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

              For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of "Permitted Debt" and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

              For purposes of the 2028 Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not having the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

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(any of the foregoing actions described in clauses (i) through (v) above, other than any such action that is a Permitted Payment (as defined below), collectively, "Restricted Payments") (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a board resolution), unless

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              (b)   Notwithstanding the foregoing, and in the case of clauses (2) through (9) and (11) through (14) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (1) through (14), together

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with the transactions expressly excluded from clauses (i), (ii), (iii) and (iv) of paragraph (a) of this covenant, being referred to as a "Permitted Payment"):

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              In determining whether any Restricted Payment (or payment or other transaction that, except for being a Permitted Payment, would constitute a Restricted Payment) is permitted by the foregoing covenant, the Company may allocate or re-allocate all or any portion of such Restricted Payment or other such transaction among clauses (1) through (14) of the preceding paragraph (b) or among such clauses and paragraph (a) of this covenant, including clauses (i), (ii) and (iii) thereof; provided that at the time of such allocation or re-allocation all such Restricted Payments and such other transactions or allocated portions thereof, all outstanding prior Restricted Payments and such other transactions, would be permitted under the various provisions of the foregoing covenant. The amount of all Restricted Payments and other such transactions (other than cash) shall be the Fair Market Value on the date of the transfer, incurrence or issuance of such non-cash Restricted Payment or other such transaction.

              A contribution or sale will be deemed to be "substantially concurrent" if the related purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement or other acquisition for value or payment of principal occurs within 90 days before or after such contribution or sale.

              The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into any Transaction (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) involving aggregate consideration in excess of $2.0 million, unless such Transaction is entered into in good faith and

              provided that this provision shall not apply to:

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              The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or incur, in order to secure any Indebtedness, any Lien of any kind, other than Permitted Liens, upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the Issue Date or acquired after the Issue Date, or assign or convey, in order to secure any Indebtedness, any right to receive any income or profits therefrom, other than Permitted Liens, unless the 2028 notes, (or a Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the notes shall have with respect to such Subordinated Indebtedness) the Indebtedness for so long as such Indebtedness is secured by such Lien.

              Notwithstanding the foregoing, any Lien securing the 2028 notes or a Guarantee granted pursuant to the immediately preceding paragraph shall be automatically and unconditionally released and discharged upon:

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              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the 2028 notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) ("Permitted Consideration") or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.

              (b)   During the 365 days after the receipt by the Company or a Restricted Subsidiary of Net Available Cash from an Asset Sale, such Net Available Cash may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company or a Restricted Subsidiary), to:

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              The requirement of clause (b)(2) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or investment referred to therein is entered into by the Company or any Restricted Subsidiary within the time period specified in this paragraph (b) and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

              Pending the final application of any such Net Available Cash, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Available Cash in any manner that is not prohibited by the 2028 Indenture.

              (c)   Any Net Available Cash from an Asset Sale not applied in accordance with paragraph (b) above within 365 days from the date of such Asset Sale shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer to purchase 2028 notes having an aggregate principal amount equal to the aggregate amount of Excess Proceeds (the "Prepayment Offer") at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the Asset Sale Purchase Date (as defined in paragraph (d) below) in accordance with the procedures (including prorating in the event of over subscription) set forth in the 2028 Indenture, but, if the terms of any Pari Passu Indebtedness require that a Pari Passu Offer be made contemporaneously with the Prepayment Offer, then the Excess Proceeds shall be prorated between the Prepayment Offer and such Pari Passu Offer in accordance with the aggregate outstanding principal amounts of the 2028 notes and such Pari Passu Indebtedness (based on principal amounts of 2028 notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), and the aggregate principal amount of 2028 notes for which the Prepayment Offer is made shall be reduced accordingly. If the aggregate principal amount of 2028 notes tendered by Holders thereof exceeds the amount of available Excess Proceeds, then such Excess Proceeds will be allocated pro rata according to the principal amount of 2028 notes tendered and the Trustee will select the notes to be purchased in accordance with the 2028 Indenture on a pro rata basis (or in the case of Global Notes, on as nearly a pro rata basis as is practicable, subject to the procedures of DTC or any other depositary), by lot or in accordance with any other method the Trustee considers fair and reasonable and in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. To the extent that any portion of the amount of Excess Proceeds remains after compliance with the second sentence of this paragraph (c) and provided that all Holders have been given the opportunity to tender their 2028 notes for purchase as described in paragraph (d) below in accordance with the 2028 Indenture, the Company or the Restricted Subsidiaries may use such remaining amount for purposes permitted by the 2028 Indenture and the amount of Excess Proceeds will be reset to zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making a Prepayment Offer prior to the expiration of the relevant 365 day period or with respect to Excess Proceeds of $25.0 million or less.

              (d)   Within 30 days after the 365th day following the date of an Asset Sale, the Company shall, if it is obligated to make a Prepayment Offer pursuant to paragraph (c) above, send a written Prepayment Offer notice, by first-class mail or otherwise in accordance with the procedures of DTC, to the Holders (the "Prepayment Offer Notice"), with a copy to the Trustee, accompanied by such information regarding the Company and its Subsidiaries as the Company believes will enable such Holders to make an informed decision with respect to the Prepayment Offer. The Prepayment Offer Notice will state, among other things:

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              (e)   The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of 2028 notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described above by virtue thereof.

              The provisions under the 2028 Indenture relative to the Company's obligation to make an offer to repurchase the 2028 notes as a result of an Asset Sale may be waived or modified with the written consent of a majority in principal amount of the outstanding 2028 notes (including Additional Notes) until the Prepayment Offer is required to be made.

              If the Asset Sale Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Holder of record as of the close of business on such interest record date, and no additional interest will be paid to the Holder who tenders 2028 notes pursuant to the Prepayment Offer.

              The Company will provide to the Trustee, on or prior to the 30th day after the date that any Restricted Subsidiary (which is not a Guarantor) becomes a guarantor or obligor in respect of any Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount exceeding $5.0 million, a supplemental indenture to the 2028 Indenture, executed by such Restricted Subsidiary, providing for a full and unconditional guarantee on a senior unsecured basis by such Restricted Subsidiary of the Company's obligations under the 2028 notes and the 2028 Indenture to the same extent as that set forth in the 2028 Indenture, subject to such Restricted Subsidiary ceasing to be a Guarantor when its Guarantee is released in accordance with the terms of the 2028 Indenture.

              Notwithstanding the foregoing (i) no Foreign Subsidiary shall be required to execute any such supplemental indenture unless such Foreign Subsidiary has guaranteed (or is otherwise an obligor of) other Indebtedness (including Indebtedness under a Credit Facility) of the Company or a Restricted Subsidiary that is not a Foreign Subsidiary in an aggregate principal amount exceeding $5.0 million, and (ii) no Restricted Subsidiary shall be required to execute any such supplemental indenture if the Consolidated Net Worth of such Restricted Subsidiary, together with the Consolidated Net Worth of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $5.0 million. To the extent the collective Consolidated Net Worth of the Non-Guarantor Restricted

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Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $5.0 million, the Company shall cause, within 30 days after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver to the Trustee a supplemental indenture to the 2028 Indenture providing for a full and unconditional guarantee on a senior unsecured basis by such Restricted Subsidiary or Restricted Subsidiaries of the Company's obligations under the 2028 notes and the 2028 Indenture to the same extent as that set forth in the 2028 Indenture, such that the collective Consolidated Net Worth of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $5.0 million.

              (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause to come into existence or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

              (b)   However, paragraph (a) above will not prohibit any encumbrance or restriction created, existing or becoming effective under or by reason of:

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              The Company will not, and will not cause or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided, that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

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              The Board of Directors of the Company may designate after the Issue Date any of the Company's Subsidiaries as an Unrestricted Subsidiary under the 2028 Indenture (a "Designation") only if:

              In the event of any such Designation, the Company shall be deemed, for all purposes of the 2028 Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Company, constitutes a Restricted Payment pursuant to paragraph (a) of the covenant described under "—Restricted Payments" or a Permitted Payment or Permitted Investment.

              The 2028 Indenture also provides that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time:

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              For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:

              All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this covenant.

              The 2028 Indenture provides that none of the Company nor any Restricted Subsidiary will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the 2028 Indenture or the 2028 notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

              The 2028 Indenture provides that, whether or not required by the rules and regulations of the Commission, so long as any 2028 notes are outstanding, the Company will furnish to Holders or cause the Trustee to furnish to the Holders or file with the Commission for public availability

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provided, however, that, in the case of clause (1) or (2), if the last day of any such time period is not a business day, such information will be due on the next succeeding business day. All such information will be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such information.

              If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are "minor" within the meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable), then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

              This covenant does not impose any duty on the Company under the Sarbanes-Oxley Act of 2002 and the related Commission rules that would not otherwise be applicable.

              The Company will be deemed to have furnished to the Holders and to prospective investors the information referred to in clauses (1) and (2) of the first paragraph of this covenant or the information referred to in the fourth paragraph of this covenant if the Company has posted such reports or information on the Company Website with access to current and prospective investors. For purposes of this covenant, the term "Company Website" means the collection of web pages that may be accessed on the World Wide Web using the URL address http://www.laredopetro.com or such other address as the Company may from time to time designate in writing to the Trustee. Information on such website shall not be deemed incorporated by reference into this offering memorandum.

              Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee's receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers' certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company's compliance with this covenant and shall have no responsibility to determine whether any reports, information or documents have been filed with the Commission or posted on the Company Website or any other website.

              The Company will not, in any Transaction, (x) consolidate with or merge with or into any other Person or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, or (in the case of clause (y)) permit any of the Restricted Subsidiaries to enter into any Transaction, if such Transaction, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and the Restricted Subsidiaries on a Consolidated basis to any other Person (other than the Company or one or more Restricted Subsidiaries), unless at the time and after giving effect thereto:

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              Except for any Guarantor whose Guarantee is to be released in accordance with the 2028 Indenture in connection with a transaction complying with the provisions of the 2028 Indenture as provided under the fourth paragraph under "—Guarantees," each Guarantor will not, and the Company will not permit a Guarantor to, in a Transaction, (x) consolidate with or merge with or into

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any other Person (other than the Company or any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than the Company or any other Guarantor), unless at the time and after giving effect thereto:

provided that this paragraph shall not apply to any Guarantor whose Guarantee of the 2028 notes is unconditionally released and discharged in accordance with the 2028 Indenture.

              In the event of any Transaction described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and (except in the case of a lease) the Company or such Guarantor, as the case may be, shall be discharged and released from all obligations and covenants under the 2028 Indenture and the 2028 notes or its Guarantee, as the case may be.

              Notwithstanding the foregoing, the Company or any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company or Guarantor in another jurisdiction to realize tax or other benefits or converting the Company or any Guarantor to an entity that is, or is taxable for federal income tax purposes as, a corporation or a combination of the foregoing.

              An assumption of the Company's obligations under the 2028 notes and the 2028 Indenture by such successor Person, the addition of a co-obligor under the 2028 notes and the 2028 Indenture or an assumption of a Guarantor's obligations under its Guarantee by such successor Person might be deemed for United States federal income tax purposes to be an exchange of the 2028 notes for new notes by the beneficial owners thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to such beneficial owners. Beneficial owners of the 2028 notes should consult their own tax advisors regarding the tax consequences of any such assumption or addition of a co-obligor under the 2028 notes.

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Events of Default

              Each of the following is an "Event of Default":

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              If an Event of Default (other than as specified in clause (8) of the prior paragraph with respect to the Company) shall occur and be continuing with respect to the 2028 Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the 2028 notes then outstanding may declare all unpaid principal of, premium, if any, and accrued interest on all 2028 notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (8) of the prior paragraph with respect to the Company occurs and is continuing, then all the 2028 notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the 2028 notes, together with accrued and unpaid interest, if any, to the date the 2028 notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders by appropriate judicial proceedings.

              After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of 2028 notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

              No such rescission shall affect any subsequent default or impair any right consequent thereon.

              The Holders of a majority in aggregate principal amount of the 2028 notes outstanding may on behalf of the Holders of all outstanding 2028 notes waive any past default or Event of Default under the 2028 Indenture and its consequences, except a default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any note (which may only be waived with the consent of each Holder 2028 notes affected) or (2) in respect of a covenant or provision which under the 2028 Indenture cannot be modified or amended without the consent of the Holder of each 2028 note affected by such modification or amendment.

              If an Event of Default specified in clause (5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default

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relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. No Holder has any right to institute any proceedings with respect to the 2028 Indenture or any remedy thereunder, unless such Holder gives to the Trustee written notice of a continuing Event of Default, the Holders of at least 25% in aggregate principal amount of the outstanding 2028 notes have made written request, and offered satisfactory indemnity to, the Trustee to institute such proceeding as Trustee under the 2028 notes and the 2028 Indenture, the Trustee has failed to institute such proceeding within 60 days after receipt of such notice and the Trustee, within such 60-day period, has not received directions inconsistent with such written request by Holders of a majority in aggregate principal amount of the outstanding 2028 notes. Such limitations do not, however, apply to a suit instituted by a Holder for the enforcement of the payment of the principal of, premium, if any, or interest on such note on or after the respective due dates expressed in such note.

              The Company is required to notify the Trustee in writing within 30 days after it becomes aware of the occurrence and continuance of any Default or Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period. The Company is required to deliver to the Trustee, on or before a date not more than 120 days after the end of each fiscal year, a written certificate as to compliance with the 2028 Indenture, including whether or not any Default has occurred. The Trustee is under no obligation to exercise any of the rights or powers vested in it by the 2028 Indenture at the request or direction of any of the Holders unless such Holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.


No Personal Liability of Directors, Officers, Employees, Limited Partners and Stockholders

              No director, officer, employee, member, limited partner or stockholder of the Company or any Restricted Subsidiary, as such, will have any liability for any obligations of the Company or the Restricted Subsidiaries under the 2028 notes, the 2028 Indenture or the Guarantees to which they are a party, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a 2028 note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2028 notes. The waiver may not be effective to waive liabilities under the federal securities laws.


Defeasance or Covenant Defeasance of 2028 Indenture

              The Company may, at its option and at any time, elect to have the obligations of the Company, any Guarantor and any other obligor upon the 2028 notes and the Guarantees discharged with respect to the outstanding 2028 notes ("defeasance"). Such defeasance means that the Company, any such Guarantor and any other obligor under the 2028 Indenture and the Guarantees shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding 2028 notes and the Guarantees, except for

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              In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor released with respect to their obligations under "—Change of Control" and under all of the covenants that are described under "—Certain Covenants" (other than the covenant described in the first paragraph under "—Certain Covenants—Consolidation, Merger and Sale of Assets," except to the extent described below) and the operation of clauses (3) through (7) under "—Events of Default" and the limitations described in clause (4) of the first paragraph under "—Certain Covenants—Consolidation, Merger and Sale of Assets" ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the 2028 notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "—Events of Default" will no longer constitute an Event of Default with respect to the 2028 notes.

              In order to exercise either defeasance or covenant defeasance,

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Satisfaction and Discharge

              The 2028 Indenture will, upon written request of the Company pursuant to an officers' certificate, be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the 2028 notes as expressly provided for in the 2028 Indenture) as to all outstanding 2028 notes under the 2028 Indenture when:

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Amendments and Waivers

              Modifications, waivers and amendments of the 2028 Indenture may be made by the Company, each Guarantor, if any, any other obligor under the 2028 notes, and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the 2028 notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2028 notes); provided that no such modification, waiver or amendment may, without the consent of the Holder of each outstanding 2028 note affected thereby:

              Notwithstanding the foregoing, without the consent of any Holders, the Company, any Guarantor, any other obligor under the 2028 notes outstanding and the Trustee may modify, supplement or amend the 2028 Indenture or the 2028 notes:

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              The Holders of a majority in aggregate principal amount of the 2028 notes outstanding may waive compliance with certain restrictive covenants and provisions of the 2028 Indenture, except in the case of the matters specified in the first paragraph under this caption "Amendments and Waivers."

              The consent of the Holders is not necessary under the 2028 Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent

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approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under the 2028 Indenture becomes effective, the Company is required to mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in the notice, will not impair or affect the validity of the amendment, supplement or waiver.


Transfer and Exchange

              A Holder may transfer or exchange 2028 notes in accordance with the 2028 Indenture. The registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the 2028 Indenture. The Company is not required to transfer or exchange any 2028 note for a period of 15 days before a selection of 2028 notes to be redeemed.

              The registered holder of a 2028 note will be treated as the owner of it for all purposes.


Governing Law

              The 2028 Indenture, the 2028 notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York.


Concerning the Trustee

              Wells Fargo Bank, National Association, the Trustee under the 2028 Indenture, is the agent and registrar for the 2028 notes.

              The 2028 Indenture contains certain limitations provided in the Trust Indenture Act on the rights of the Trustee, should it become a creditor of the Company or any Guarantor, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions with the Company or any Guarantor; provided that if it acquires any conflicting interest as defined in the Trust Indenture Act it must either eliminate such conflict or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the 2028 Indenture.

              The Holders of a majority in principal amount of the then outstanding 2028 notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions and the rights of the Trustee. The 2028 Indenture provides that if an Event of Default occurs (which has not been cured or waived), the Trustee will be required, in the exercise of its rights and powers vested in it by the 2028 Indenture, to use the degree of care in their exercise of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the 2028 Indenture at the request or direction of any Holder unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


Book-Entry, Delivery and Form

              Except as set forth below, the 2028 notes will be issued in registered, global form. The 2028 notes will be issued at the closing of this offering only against payment in immediately available funds. The 2028 notes initially will be represented by one or more permanent global notes in registered form without interest coupons (collectively, the "Global Notes").

              The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC's nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below.

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              Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for 2028 notes in registered, certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of 2028 notes in certificated form.

              The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

              DTC has advised us that DTC is a limited purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

              DTC has also advised us that, pursuant to procedures established by it:

              Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream may hold interests in the Global Notes on behalf of their participants through customers' securities accounts in their respective names on the books of their depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

              The laws of some jurisdictions may require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the

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DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

              Except as described below, owners of beneficial interests in the Global Notes will not have 2028 notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or "Holders" thereof under the 2028 Indenture for any purpose.

              Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder of the 2028 notes under the 2028 Indenture. Under the terms of the 2028 Indenture, the Company, the Guarantors and the Trustee will treat the Persons in whose names the 2028 notes, including the Global Notes, are registered as the owners of the 2028 notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Guarantors, the Trustee nor any agent of the Company, the Guarantors or the Trustee has or will have any responsibility or liability for:

              DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the 2028 notes, is to credit the accounts of the relevant Participants with the payment on the payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the 2028 notes as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of 2028 notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee, the Company or the Guarantors. None of the Company, the Guarantors nor the Trustee will be liable for any delay by DTC or any of its Participants or Indirect Participants in identifying the beneficial owners of the 2028 notes, and the Company, the Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

              Subject to the transfer restrictions set forth under "Notice to Investors," transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

              Subject to compliance with the transfer restrictions applicable to the 2028 notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day

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funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

              DTC has advised us that it will take any action permitted to be taken by a Holder only at the direction of one or more Participants to whose account DTC has credited the interests of Global Notes and only in respect of such portion of the aggregate principal amount of 2028 notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the 2028 notes, DTC reserves the right to exchange the Global Notes for Certificated Notes, and to distribute such 2028 notes to its Participants.

              Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Company, the Guarantors nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

              A Global Note is exchangeable for Certificated Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000, if:

              Beneficial interests in a Global Note may also be exchanged for Certificated Notes in the other limited circumstances permitted by the 2028 Indenture, including if an Affiliate of ours acquires such interests. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the restrictive legend referred to in "Notice to Investors," unless that legend is not required by the 2028 Indenture and shall be subject to all restrictions on transfer contained therein.

              Certificated Notes may not be exchanged for beneficial interests in any Global Note, except in the limited circumstances provided in the 2028 Indenture.

              The 2028 Indenture requires that payments in respect of the 2028 notes represented by the Global Notes (including principal, premium, if any, and interest) be made by wire transfer of immediately available funds to the accounts specified by the Global Note holder. With respect to Certificated Notes, the Company will make all payments of principal, premium, if any, and interest by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's registered address. The 2028 notes

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represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such 2028 notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

              Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.


Certain Definitions

              "2025 notes" means the Company's        % Senior Notes Due 2025 in the aggregate principal amount of $            issued on the Issue Date.

              "Acquired Debt" means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

              "Additional Assets" means (i) any assets or property (other than cash, Cash Equivalents or securities) used in the Oil and Gas Business or any business ancillary thereto, (ii) Investments in any other Person engaged in the Oil and Gas Business or any business ancillary thereto (including the acquisition from third parties of Capital Stock of such Person) as a result of which such other Person becomes a Restricted Subsidiary, (iii) the acquisition from third parties of Capital Stock of a Restricted Subsidiary, (iv) Permitted Business Investments, (v) capital expenditures by the Company or a Restricted Subsidiary in the Oil and Gas Business or (vi) Capital Stock constituting a Minority Interest in any Person that at such time is a Restricted Subsidiary; provided, however, that, in the case of clauses (ii) and (vi), such Restricted Subsidiary is primarily engaged in the Oil and Gas Business.

              "Adjusted Consolidated Net Tangible Assets" means (without duplication), as of the date of determination, the remainder of:

              (a)   the sum of

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