MEMORIAL PRODUCTION PARTNERS LP 13,000,000 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 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 the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 13,000,000 common units representing limited partner interests (the “Common Units”). The aggregate of 13,000,000 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 1,950,000 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.” UBS Securities LLC and Raymond James & Associates, Inc. are acting as representatives of the several Underwriters and in such capacity are referred to in this Agreement as the “Representatives.”
