MEMORIAL PRODUCTION PARTNERS LP 7,061,294 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2013 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Memorial Resource Development LLC, a Delaware limited liability company (the “Selling Unitholder”) proposes, subject to the terms and conditions stated herein, to sell to Barclays Capital Inc. (the “Underwriter”) 7,061,294 common units representing limited partner interests (the “Units”) in Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”). The common units representing limited partner interests in the Partnership are generally referred to in this Underwriting Agreement (the “Agreement”) as the Common Units.
