Case Document 2062 Filed in TXSB on 06/19/13 Page 1 of 5

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1 Case Document 2062 Filed in TXSB on 06/19/13 Page 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 ATP Oil & Gas Corporation, Case No Debtor. Hon. Marvin Isgur ANADARKO E&P ONSHORE LLC S SUPPLEMENTAL OBJECTION TO THE DEBTOR S SALE MOTION [Relates to Dkt. Nos. 1252, 1816 & 2029] Anadarko E&P Onshore LLC, f/k/a Anadarko E&P Company LP and certain of its affiliates (collectively, Anadarko ), hereby file this supplemental objection (the Supplemental Objection ) to Debtor s Bidding Procedures and Sale Motion (the Sale Motion ) [Dkt. No. 1252] and Notice of Filing of Revised Asset Purchase Agreement (the Revised APA ) and in support thereof respectfully state as follows: OBJECTION 1. The Debtor filed the Revised APA just before midnight on June 17, The deadline to object to the Revised APA is 4 p.m. on June 19, 2013 and a hearing on the Sale Motion is set for 9:30 a.m. on June 20, See [Dkt Nos. 1419, 1943]. The Debtor s late filing leaves insufficient time to review and understand the implications of the Revised APA before the objection deadline and hearing date. Anadarko hereby objects to the lack of notice and opportunity for the parties-in-interest to sufficiently review and understand the Revised APA before the objection deadline and hearing. Furthermore, the short notice leaves little to no opportunity for any party to conduct any meaningful discovery as to the Revised APA. Because of the short notice and many objections to the Sale Motion, Anadarko also objects to the Debtor s request to waive the fourteen-day-stay of the effectiveness of the order approving the Sale Motion. 1 Anadarko and any other objectors should be given adequate opportunity to appeal if the Court approves the Sale Motion. Given the lack of notice and opportunity for 1 See Proposed Sale Order, attached as Exhibit C to the Sale Motion. US_ACTIVE:\ \2\

2 Case Document 2062 Filed in TXSB on 06/19/13 Page 2 of 5 discovery, the specific objections listed below are not exclusive of any objection that Anadarko may bring to the Sale Motion, whether at the hearing on the Sale Motion or at any other time. 2. The Revised APA seeks to include as Assets to be purchased the Petroleum Licenses located offshore the State of Israel set forth on Exhibit A Part 1, the Netherlands Shelf Assets and the Netherland Transferred Assets. 2 Anadarko objects to the inclusion of these foreign assets in the proposed sale to the extent that the Debtor s foreign assets may be only partially secured by the DIP Claims. See DIP Order at 6 (recognizing that pledges of voting stock of foreign subsidiaries may be limited to 65% if a pledge of a greater percentage would result in materially adverse tax consequences ). Additionally, the Debtor has provided no information as to the value of these assets and the rationale for distributing all of their value to Credit Suisse AG, as administrative and collateral agent to the debtor-inpossession lenders (the DIP Lenders ). 3. There is also insufficient information as to the nature and impact of the ONE Transactions wherein the Debtor seeks to sell its Netherlands Shares to ONE. The Revised APA appears to give the DIP Lenders a dollar-for-dollar reduction in the amount of the credit bid for any cash or noncash consideration received by the Debtor for the ONE Transactions. Revised APA at 7.02(a), (b)(vi). Anadarko objects to such a reduction because the Netherlands Shares are only partially secured by the DIP Claims. 4. Anadarko objects to the inclusion of Facilities that are otherwise owned by the [Debtor], but not currently utilized by an Excluded Property, including the Gomez Christmas Tree as Assets to be purchased by the DIP Lenders. Revised APA at 2.02(c). The term Gomez Christmas Tree is vague and including Facilities not currently utilized by an Excluded Property is overly broad. Through this provision, the DIP Lenders appear to seek to acquire assets relating to Gomez, which was abandoned by the Debtor s estate. See Order Authorizing Rejection and/or Relinquishment of Certain Unexpired Leases and Executory Contracts Related to the Debtor s Gomez Properties and Abandonment 2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Revised APA. US_ACTIVE:\ \2\

3 Case Document 2062 Filed in TXSB on 06/19/13 Page 3 of 5 of Any Interests Relating Thereto [Dkt. No. 1999]. The DIP Lenders cannot both (i) avoid all obligations relating to Gomez by having the Debtor abandon its interests therein, and (ii) acquire potentially valuable assets relating to Gomez. Thus, Anadarko objects to the extent that the DIP Lenders may not purchase any Assets relating to Gomez, and because it is not clear which assets the DIP Lenders seek to acquire. 5. Anadarko also objects to 2.02(r) to the extent it would allow the DIP Lenders to participate in any proceedings with BOEM, BSEE or any government agency relating to the Excluded Assets. Similarly, Anadarko objects to 5.01(c) to the extent that it limits the Debtor s ability to enter into any agreements with Anadarko or other third parties as to decommissioning obligations with respect to the Excluded Assets, including Gomez. 6. Anadarko further objects because the Revised APA remains incomplete in many ways, including, without limitation: a. the Revised APA is still non-binding except as to eight properties, Revised APA at 2.02; b. the Revised APA does not provide sufficient detail to determine the value of the Closing Cash Payment pursuant to 3.01; and c. the Revised APA provides no information regarding who will be operating the Assets to be purchased. 7. In addition to the specific objections listed herein, Anadarko hereby reasserts all objections made in its Objection and Joinder in Objection to the Debtor s Sale Motion [Dkt. No. 1923] (the Sale Objection ) Anadarko hereby requests that the Court deny the Sale Motion and that Anadarko be granted all relief to which it may be entitled under law or equity. Anadarko reserves all rights in 3 Although the Revised APA allots $44,255,000 to satisfy a limited amount of decommissioning obligations, Revised APA 7.02(c), that amount is only a small fraction of the total decommissioning obligations related to the Excluded Assets. See Supplemental Objection of BP Exploration & Production, Inc. and BP America Production Company to Debtor s Sale Motion [Dkt. No. 1842] at Exhibit 2 (calculating the total decommissioning estimates as to the Excluded Assets to be $284,201,900). Therefore, the arguments made in Anadarko s Sale Objection continue to apply with equal force. US_ACTIVE:\ \2\

4 Case Document 2062 Filed in TXSB on 06/19/13 Page 4 of 5 connection with the Sale Motion, the Debtor s proposed assignment, assumption or rejection of any executory contracts with Anadarko, any sale of the Debtor s assets, whether as part of a plan of reorganization or otherwise, and its status as a creditor of the Debtor s estate. Anadarko further reserves its rights to further amend, modify or supplement this Supplemental Objection at any time. Dated: June 19, 2013 Houston, Texas /s/ Lydia Protopapas Lydia Protopapas Attorney-in-Charge State Bar No Southern District of Texas No lydia.protopapas@weil.com Justin Pauls State Bar No Southern District of Texas No justin.pauls@weil.com WEIL, GOTSHAL & MANGES LLP 700 Louisiana, Suite 1600 Houston, Texas Telephone: (713) Facsimile: (713) Attorneys for Anadarko E&P Onshore LLC and Certain of Its Affiliates US_ACTIVE:\ \2\

5 Case Document 2062 Filed in TXSB on 06/19/13 Page 5 of 5 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing was served via electronic means on all parties receiving electronic notice in this bankruptcy case via the Court s ECF system on this 19th day of June, /s/ Rene Olvera Rene Olvera US_ACTIVE:\ \2\