MEMORIAL PRODUCTION PARTNERS LP [—] Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2012 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [—] common units representing limited partner interests (the “Common Units”). The aggregate of [—] Common Units to be purchased from the Partnership are called the “Firm Units.” In addition, the Partnership has agreed to issue and sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [—] Common Units (the “Option Units”). The Firm Units and the Option Units are collectively referred to in this Underwriting Agreement (the “Agreement”) as the “Units.” Raymond James & Associates, Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as the representatives of the several Underw
