MEMORIAL PRODUCTION PARTNERS LP 9,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Memorial Production Partners LP (the “Partnership”), Memorial Production Partners GP LLC, Memorial Production Operating LLC, Memorial Resource Development LLC, and you as representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (“Common Units”).
