MEMORIAL PRODUCTION PARTNERS LP 14,500,000 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2013 • 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 14,500,000 common units representing limited partner interests (the “Common Units”). The aggregate of 14,500,000 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 2,175,000 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.” Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, UBS Securities L
