MEMORIAL PRODUCTION PARTNERS LP 8,600,000 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2014 • 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 Citigroup Global Markets Inc. and Barclays Capital Inc. (together, the “Underwriters”), an aggregate of 8,600,000 common units representing limited partner interests (the “Common Units”). The aggregate of 8,600,000 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 1,290,000 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.”
MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION 6.875% Senior Notes due 2022 PURCHASE AGREEMENTPurchase Agreement • July 15th, 2014 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), and Memorial Production Finance Corporation, a Delaware corporation (“FinanceCo” and, together with the Partnership, the “Issuers”), confirm their agreement with Barclays Capital Inc. (“Barclays”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10 hereof), for whom Barclays is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Issuers and the purchase by the Initial Purchasers, acting severally and not jointly, of $500,000,000 in aggregate principal amount of the Issuers’ 6.875% Senior Notes due 2022 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of July 17, 2014 (the “Indenture”) among the Issuers, the Guarantors referred to below, and U.S. Bank National As
