PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (as the same may be amended or modified in accordance herewith, this Agreement), dated as of March 10, 2017 (the Execution Date), is entered into by and among Azure Midstream Partners, LP, a Delaware limited partnership (Azure), Azure TGG, LLC, a Delaware limited liability company (Azure TGG), Talco Midstream Assets, Ltd., a Texas limited partnership (Talco Midstream), Azure ETG, LLC, a Delaware limited liability company (Azure ETG), Marlin Midstream, LLC, a Texas limited liability company (Marlin Midstream), and Turkey Creek Pipeline, LLC, a Texas limited liability company (Turkey Creek, and together with Azure, Azure TGG, Talco Midstream, Azure ETG and Marlin Midstream, each a Seller and collectively, the Sellers), BTA Gathering LLC, a Delaware limited liability company (Buyer), and, solely for the purpose of being bound by Section 12.16, Enterprise Products Operating LLC, a Texas limited liability company (Guarantor). Sellers and Buyer are sometimes referred to collectively herein as the Parties and each individually a Party.
WHEREAS, Sellers are the owners of the Assets (as defined below) located in Panola, Harrison, Angelina, Shelby, San Augustine, Sabine, Nacogdoches and Rusk Counties, Texas and De Soto and Caddo Parishes, Louisiana;
WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, as applicable, the Assets, subject to the terms and conditions described in this Agreement;
WHEREAS, on January 30, 2017, Sellers filed voluntary petitions for bankruptcy protection (each, a Bankruptcy Case and, collectively, the Bankruptcy Cases) to be administered under title 11 of the United States Bankruptcy Code (as amended, the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the Bankruptcy Court);
WHEREAS, subject to the terms of this Agreement and the Bid Procedures Order, Sellers intend that Buyers acquisition of the Assets would be accomplished through the sale, transfer and assignment of the Assets by Sellers to Buyer pursuant to Sections 105, 363, 365, 503 and 507 of the Bankruptcy Code, in each instance, free and clear of any and all Liens other than Permitted Liens to the extent provided in the Sale Order;
WHEREAS, Sellers intend, pursuant to the terms of the final form of Bid Procedures Order approved by the Bankruptcy Court, to conduct a Sale Process to sell all of the Assets and Assumed Liabilities, all as more specifically provided for herein, and the sale of the Assets shall be subject to Buyers offer being the highest or otherwise best offer as determined in accordance with the Bid Procedures Order at the conclusion of the Sale Process; and
WHEREAS, Buyer is a wholly owned subsidiary of Guarantor, and Guarantor wishes to irrevocably and unconditionally guarantee to Seller the due and punctual payment and performance of all obligations of Buyer under this Agreement on the terms and subject to the conditions set forth herein.