Case Document 11 Filed in TXSB on 08/17/12 Page 1 of 24 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

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1 Case Document 11 Filed in TXSB on 08/17/12 Page 1 of 24 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: ATP Oil & Gas Corporation, Debtor. Chapter 11 Case No.: 12- DEBTOR S EMERGENCY MOTION FOR AUTHORIZATION TO: (1) CONTINUE PRE-PETITION INSURANCE PROGRAM; (2) PAY ANY PRE-PETITION PREMIUMS AND RELATED OBLIGATIONS; AND (3) HONOR OBLIGATIONS UNDER A PRE- PETITION PREMIUM FINANCING AGREEMENT NOTICE UNDER BLR (b) AND (i) THIS MOTION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. EMERGENCY RELIEF HAS BEEN REQUESTED. IF THE COURT CONSIDERS THE MOTION ON AN EMERGENCY BASIS, THEN YOU WILL HAVE LESS THAN 21 DAYS TO ANSWER. IF YOU OBJECT TO THE REQUESTED RELIEF OR IF YOU BELIEVE THAT THE EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU SHOULD FILE AN IMMEDIATE RESPONSE. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEYS. ATP Oil & Gas Corporation ( ATP or the Debtor ) submits this Emergency Motion for Authorization to: (1) Continue Pre-petition Insurance Program; (2) Pay Any Pre-petition Premiums and Related Obligations; and (3) Honor Obligations Under Pre-petition Premium

2 Case Document 11 Filed in TXSB on 08/17/12 Page 2 of 24 Financing Agreement (the Motion ). 1 In support of the Motion, the Debtor respectfully states as follows: I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and Venue of the Debtor s Chapter 11 case in this district is proper pursuant to 28 U.S.C and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A). The statutory predicate for the relief sought hereby is Sections 105(a) and 363(b)(1) of Title 11, United States Code (the Bankruptcy Code ). II. PROCEDURAL STATUS 2. On the date hereof (the Petition Date ), the Debtor filed its voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the Bankruptcy Court ). 3. The Debtor continues to operate its business as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. The U.S. Trustee has not yet appointed any official committees in this case, and no request has been made for the appointment of a trustee or an examiner. III. FACTUAL BACKGROUND A. General Overview 4. ATP is a Texas corporation based in Houston, Texas, which was organized in 1991, and, together with its domestic and foreign subsidiaries, is engaged in the acquisition, development and production of oil and natural gas properties in the Gulf of Mexico, North Sea, and Eastern Mediterranean Sea. ATP is an experienced development and production company 1 Capitalized terms used but not otherwise defined herein have the meanings attributed to them in the Declaration of Albert L. Reese, Jr. in Support of First Day Motions filed contemporaneously herewith

3 Case Document 11 Filed in TXSB on 08/17/12 Page 3 of 24 with significant expertise in drilling and operating offshore wells, both in the deepwater and on the shallower Outer Continental Shelf in the Gulf of Mexico. In 2012, ATP, through one of its non-debtor foreign subsidiaries, also commenced drilling operations in the Eastern Mediterranean Sea (offshore Israel). As of December 31, 2011, ATP owned leasehold and other interests in the Gulf of Mexico in 38 offshore blocks and 49 wells, including 23 subsea wells. ATP operates approximately 90% of its wells in the Gulf of Mexico, including all of its deepwater wells. 5. ATP s properties in the Gulf of Mexico contain proved reserves of approximately 75.9 million barrels of crude oil equivalent ( MMBoe ), as reported at December 31, 2011 and based on ATP s internal reserve report, are estimated at 76.6 MMBoe at June 30, ATP owns, through wholly or majority owned non-debtor domestic subsidiaries, two floating production facilities in deepwater of the Gulf of Mexico: the ATP Titan, which operates at its Telemark Hub, and the ATP Innovator, which operates at its Gomez Hub. In addition to its reserves in the Gulf of Mexico, ATP also owns, through its wholly-owned foreign subsidiaries, estimated proved reserves of approximately 42.9 MMBoe as reported at December 31, 2011 in the Cheviot and other fields in the North Sea, interests in other valuable oil and gas properties in the North Sea and the recently successfully-drilled Shimshon natural gas well in the Eastern Mediterranean Sea (offshore Israel). ATP s UK subsidiary commissioned the construction of a floating drilling and production platform intended for use at ATP UK s Cheviot field. 6. ATP s development plans and cash flows were dramatically impacted by the April 20, 2010 blowout of BP s Macondo well and the resulting explosion of the Deepwater Horizon in the Gulf of Mexico. Following the U.S. government s subsequent moratorium on further drilling operations. While the moratorium adversely affected all companies involved in

4 Case Document 11 Filed in TXSB on 08/17/12 Page 4 of 24 deepwater drilling in the Gulf of Mexico, the impact was especially profound on ATP, which is a smaller company than its principal competitors, with a heavier concentration of operations in the deepwater Gulf of Mexico. The moratorium blocked ATP s plans to drill and bring online six wells during 2010 and ATP had already spent in excess of $1 billion in infrastructure construction and other capital expenditures related to five of these wells, and was denied the anticipated cash flow from these wells. In the years leading up to the moratorium, ATP funded a major component of its capital expenditures with debt that it expected to service with revenues from new wells, and ATP incurred significant interest costs during the moratorium from these debts. The moratorium also required ATP to interrupt two drilling operations that were then in process at significant cost to ATP, without providing for any relief from the resulting costs of ceasing those drilling operations and demobilizing the related drilling equipment and personnel. During the moratorium, ATP made significant capital expenditures to geographically diversify its footprint, including continuing construction on the Octabuoy platform for development in the North Sea and acquiring licenses in three blocks in the Eastern Mediterranean off of Israel. All of these factors contributed to a substantial weakening of ATP s liquidity position during and following the moratorium. The moratorium lasted 10 months, effectively ending on February 28, 2011, when the first deepwater drilling permit was issued. 7. In late 2011 ATP successfully completed and tested two new wells in Green Canyon Block 300 (the Clipper Wells ) in the deepwater Gulf of Mexico. The Clipper Wells production tests substantially exceeded expectations, but those wells are 16 miles from the sales point and require construction of additional pipeline infrastructure in order to begin production. ATP s post-moratorium liquidity limitations have prevented it from generating all of the funds it needed to complete the final connection of the Clipper Wells to the sales pipeline; however, this

5 Case Document 11 Filed in TXSB on 08/17/12 Page 5 of 24 relatively straightforward project remains a source of significant near-term cash flow and considerable potential value to the estate and its constituencies. 8. ATP s management closely monitored the impact of these challenging conditions and evaluated potential alternatives to try to address its operational and financial issues and improve its liquidity. ATP made diligent effort to identify and solicit partners, joint operators, or investors for its operations, to share the costs of developing reserves with potentially significant value. However, ATP has been unable to timely complete these transactions. 9. One option available to improve ATP s liquidity position was the sale to third parties of overriding royalty ( ORRI ) and net profits interests ( NPI ) in future production from specified wells. ATP relied heavily on such sales to provide immediate funds, selling more than $700 million in ORRIs and NPIs in the last approximately three and a half years. While providing much-needed liquidity, these reduced the cash flows available to ATP from its existing and future production and added further pressure on ATP to bring ton-line he already-drilled Clipper Wells and the additional wells at its Telemark hub. Despite its best efforts, ATP s costs of debt and working capital needs put it in the untenable position of running out of cash before it could complete the Clipper Wells pipeline project and generate the revenues necessary to remedy its liquidity position. 10. As a result, ATP seeks Chapter 11 protection in order to protect and preserve its assets and to obtain through a DIP loan facility the funds needed to fund working capital requirements and complete the critically important Clipper Wells pipeline project, and certain other specified capital projects that ATP needs to augment its producing reserves and revenues. The DIP loan facility also ensures there will be sufficient funds available to pay employees, professionals and other necessary expenses associated with the administration of the Chapter

6 Case Document 11 Filed in TXSB on 08/17/12 Page 6 of 24 case. This should then enable ATP and its stakeholders to negotiate and implement an orderly restructuring of its capital structure in order to operate profitably and maximize value for the benefit of all of its stakeholders. ATP has determined, in the prudent exercise of its business judgment, that the proposed course of action is the best alternative to ensure that maximum value can be preserved for the benefit of its estate constituencies. 11. As of the Petition Date, ATP has aggregate funded debt outstanding of approximately $1.9 billion, consisting of: (i) approximately $366 million owed under a first lien term credit facility due in January 2015 evidenced by a Credit Agreement dated as of June 10, 2010 among ATP, as borrower, certain lenders party thereto and Credit Suisse, AG as administrative agent and collateral agent, as amended in February 2011 and March 2012, which amounts are secured by a first lien against approximately 80% of ATP s proved oil and gas reserves in the Gulf of Mexico, a portion of the capital stock of material subsidiaries and certain infrastructure assets, other than the ATP Innovator and the ATP Titan; (ii) approximately $1.5 billion owed to the noteholders under the % senior second lien bond indenture dated as of April 23, 2010, payable on May 1, 2015, with principal payments due on May 1 and November 1 of each year and secured by a second lien on the collateral securing the first lien debt; and (iii) $35 million under a convertible note and a warrant to purchase 3,923,767 shares of the ATP s common stock issued under a private placement to an institutional investor in June As of the Petition Date, ATP has outstanding trade and other payables in excess of $170 million and outstanding balances under the ORRIs and NPIs in excess of $489 million. B. Overview of Debtor s Insurance Program 12. In the ordinary course of its business, the Debtor maintains a carefully designed, vitally important insurance program (the Insurance Program ). This program includes more than three dozen insurance policies that were in effect as of the Petition Date, providing hundreds

7 Case Document 11 Filed in TXSB on 08/17/12 Page 7 of 24 of millions of dollars of coverage, including, but not limited to, policies covering the Debtor s offshore operations on production platforms in the Gulf of Mexico (including hurricane protection), construction, workers compensation, general liability, property casualty, and directors and officers liability (collectively, the Policies ). These Policies are provided by several different insurance carriers (the Carriers ). Attached hereto as Exhibit A and incorporated herein by reference is a comprehensive list of the Policies, type of coverage, Policy numbers, identity of Carriers, total premium for each Policy, remaining premium to be paid and other salient information describing the Insurance Program. 13. The Debtor pays approximately $42 million in aggregate premiums and related fees to procure and maintain the Insurance Program. The premiums due for most of the Policies already have been paid in full for the current policy year or, as discussed further below, are being financed under a premium financing agreement. Some of the Policies cover the Debtor s operations in the Gulf of Mexico, including its offshore operations on the Innovator and Titan platforms, which are owned by two of the Debtor s non-filed subsidiaries, but utilized by the Debtor under platform use agreements (the Offshore Policies ). As of the Petition Date, the Debtor owes approximately $35 million in remaining premiums on the Offshore Policies, which are payable in installments over the next six to twelve months. See Exhibit A regarding detail on Policies MS-S3912 and MS-S3886. The continuation of the Offshore Policies is both necessary and critical to the Debtor s ability to operate its business Certain of the Offshore Policies also provide coverage protecting the Debtor s subsidiaries and assets. The Debtor, in the ordinary course of its business, pays the required 2 With respect to any premiums or other costs related to insurance for non-filed subsidiaries that have been (or are) paid by the Debtor, the Debtor will seek reimbursement from such subsidiaries to the extent possible

8 Case Document 11 Filed in TXSB on 08/17/12 Page 8 of 24 premiums and accounts for its subsidiaries share of the premiums through the creation of intercompany obligations owed to the Debtor by the relevant subsidiary. 3 By obtaining the required insurance coverage for itself and its subsidiaries on a combined basis, the Debtor has been able to realize substantial savings and efficiencies in the cost of its Insurance Program generally. Further, the Debtor submits that it would not be feasible to separate out its offshore operations and other insurance needs from those of its subsidiaries and obtain new insurance coverage at a reasonable cost or within a reasonable time frame without exposing the Debtor and its operations to significant risk of disruption and increased expense from any material disruption of the Insurance Program. 15. Furthermore, in many cases, the coverage provided by the Policies, including the Offshore Policies, is required by various regulations, laws and contracts that govern the Debtor s business conduct under applicable non-bankruptcy law. Likewise, both the U.S. Trustee Guidelines for debtors-in-possession operating in Chapter 11 cases in this Bankruptcy Court and the terms of the Debtor s DIP Facility require the Debtor to maintain adequate insurance coverage. Such coverage could not be provided without the Offshore Policies and continuation of the entire Insurance Program. 16. To assist it in its efforts to obtain the insurance coverage necessary to operate its business in a reasonable, prudent and cost-effective manner, the Debtor utilizes the expertise, 3 In particular, Policy MS-S 3912 includes coverage for operations by ATP Oil & Gas (UK) Limited ( ATP UK ) with respect to operations in the North Sea. The cost of premiums allocable to ATP UK under the Offshore Policies is approximately $300,000, which is a relatively de minimis amount relative to the more than $35 million of premiums associated with the Offshore Policies. Similarly, the Policies that provide coverage for the directors and officers of the Debtor also provide coverage to the directors and officers of the Debtor s subsidiaries, including ATP UK and ATP Oil & Gas (Netherlands) B.V. As discussed herein, the premiums on all of the directors and officers policies are being financed together under a premium financing agreement and cannot be unwound from Policies specific to the Debtor

9 Case Document 11 Filed in TXSB on 08/17/12 Page 9 of 24 experience and services of McGriff, Seibels & Williams Inc. ( McGriff ). Among other things, McGriff represents the Debtor in negotiations with its various insurance underwriters. The Debtor remits most of the premium payments on its Policies to McGriff for payment by McGriff to the Carriers. The Debtor believes it is in the best interests of its creditors and estate to continue this business relationship with McGriff. Accordingly, as a part of this Motion, the Debtor also seeks authority to continue its pre-petition practice of paying brokerage fees and premiums to McGriff (or any other agent or broker engaged by ATP) in connection with its representation of ATP in negotiations with the Carriers and other activities related to the maintenance of the Insurance Program. As a result, ATP believes that authorizing it to make the payments required to maintain the full effectiveness of the Policies and to continue the Insurance Program is essential to the preservation of its business, estate and assets. C. Overview of Debtor s Premium Financing Agreement 17. It is not economically advantageous for the Debtor to pay the premiums on each of its Policies on an annualized basis. Accordingly, from time to time, in the ordinary course of its business, the Debtor finances the premiums payable on some of the Policies. As of the Petition Date, the premium for certain of the Policies is being financed under a Premium Finance Agreement dated February 10, 2012 between Imperial Credit Corporation ( Imperial ) and the Debtor (the Financing Agreement ). A copy of the Financing Agreement is attached hereto as Exhibit B and is incorporated herein by reference. 18. Under the Financing Agreement, the Debtor finances more than $832,000 of premium due in respect of ten (10) Policies in the Insurance Program (the Financed Policies ). See Exhibit B, p. 3 (which is a schedule listing the Financed Policies). Under the Financing Agreement, the Debtor is required to make monthly payments to Imperial in the amount of $74, through November

10 Case Document 11 Filed in TXSB on 08/17/12 Page 10 of If the Debtor is unable to continue making payments when and as due under the Financing Agreement, Imperial may be permitted to terminate the Financed Policies and recover the unearned premiums due on any such terminated polices to satisfy the indebtedness due and owing to it on the Financing Agreement. The Debtor would then be required to obtain replacement insurance on an expedited basis and likely at substantial incremental cost to the bankruptcy estate. Additionally, any interruption of payments could adversely affect the Debtor s ability to finance premiums for future policies, which, given the nature of its business and substantial insurance needs, is critical to the Debtor s ability to successfully reorganize in this Chapter 11 case. IV. RELIEF REQUESTED 20. By this Motion, the Debtor seeks authority (but not direction) to: (i) make the payments required to continue its Insurance Program, including payment of any pre-petition premium or other obligations under the Offshore Policies and the Hartford Insurance Company policy listed on Exhibit A, and to continue post-petition its practice of paying brokerage fees and premiums to McGriff (or any other agent or broker engaged by the Debtor); and (ii) to continue honoring its obligations under the Financing Agreement to the extent the Debtor determines, in its discretion, that such payments are necessary to avoid cancellation, default, alteration, assignment, attachment, lapse or any form of impairment to the coverage, benefits, proceeds, or other rights or interests provided under the Policies. 4 IV. BASIS FOR RELIEF REQUESTED 21. This Court has authority to grant the relief requested herein pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code. Section 363(b)(1) of the Bankruptcy Code provides 4 The Debtor continues to review its insurance policies, insurance requirements and financing needs relating thereto and reserves the right to seek such other or further relief as it may deem necessary to maintain its Insurance Program

11 Case Document 11 Filed in TXSB on 08/17/12 Page 11 of 24 that [t]he trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b)(1). Moreover, Section 105(a) of the Bankruptcy Code allows the Court to authorize payments on account of certain pre-petition claims when necessary. Section 105(a) of the Bankruptcy Code provides, in relevant part, that [t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a). This is generally referred to as the necessity of payment rule or the doctrine of necessity. See In re NVR, L.P., 147 B.R. 126, 128 (Bankr. E.D. Va. 1992); In re Ionosphere Clubs, Inc., 98 B.R. 174, 177 (Bankr. S.D.N.Y. 1989), accord In re Financial News Network, Inc., 134 B.R. 732, 736 (Bankr. S.D.N.Y. 1991) (pre-petition claims may be paid when so doing is critical to the debtor s reorganization ); In re Eagle-Pitcher Indus., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) (payment must be necessary to avert a serious threat to the Chapter 11 process ); In re Structurlite Plastics Corp., 86 B.R. 922, 931 (Bankr. S.D. Ohio 1988) (payment necessary to permit the greatest likelihood of survival of the debtor and payment of creditors in full or at least proportionately ) (quoting In re Chateaugay Corp., 80 B.R. 279, 287 (S.D.N.Y. 1987)). 22. Courts have recognized that the necessity of payment rule is well-established in bankruptcy common law. In re NVR L.P., 147 B.R. 126, 127 (Bankr. E.D. Va. 1992) (also stating that, under Section 105(a), a court can permit pre-plan payment of a pre-petition obligation when essential to the continued operation of the debtor ). See also In re Ionosphere Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989) (stating that a bankruptcy court s use of its equitable powers to authorize the payment of pre-petition debt when such payment is needed to facilitate the rehabilitation of the debtor is not a novel concept ) (citing NLRB v. Bildisco & Bildisco, 465 U.S. 513, 528 (1984)); In re Gulf Air, Inc., 112 B.R. 152, 153 (Bankr. W.D. La

12 Case Document 11 Filed in TXSB on 08/17/12 Page 12 of ). For the rule to apply, the payment must be in the best interests of the Debtor and its other creditors. See In re UNR Indus., Inc., 143 B.R. 506, 520 (Bankr. N.D. Ill. 1992); Eisenberg & Gecker, The Doctrine of Necessity and Its Parameters, 73 Marq. L. Rev. 1, 20 (1989). 23. For the reasons described above, and in view of the Debtor s need to maintain substantial insurance to operate its business and prudently manage and preserve cash flow, authorizing the Debtor to maintain the Insurance Program, including utilizing the services of its principal broker, McGriff (and any other insurance agents or broker that the Debtor may employ in the ordinary course of maintaining the Insurance Program), and making the payments required by the Offshore Policies and Financing Agreement, is in the best interests of all parties in interest in this Chapter 11 case. Thus, the Debtor respectfully requests that it be provided with the authority (but not direction) to fully retain in place its existing Insurance Program and honor the obligations described herein. 24. The Debtor also seeks the authority (but not direction) to renew Policies or to enter into new insurance arrangements as may be required as the annual terms of existing Policies and arrangements expire, in the ordinary course of business, without further order of the Court. It is essential to the continued operation of the Debtor s business and its efforts to successfully reorganize that the Insurance Program be maintained on an ongoing and uninterrupted basis. 25. Bankruptcy courts handling other complex Chapter 11 cases have held that a debtor is authorized to maintain pre-petition insurance programs pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code where, as here, a sound business justification exists. See, e.g,, In re WorldCom, Inc., Case No (Bankr. S.D.N.Y. 2002); In re Enron Corp., Case No (Bankr. S.D.N.Y. 2001). In addition, this Court recently granted similar relief in

13 Case Document 11 Filed in TXSB on 08/17/12 Page 13 of 24 another complex oil and gas Chapter 11 case. See In re Seahawk Drilling, Inc., No (Bankr. S.D. Tex. Feb. 14, 2011). Given the crucial nature of the Debtor s various coverage requirements, the Debtor submits that similar relief is appropriate in this Chapter 11 case. 26. If the Court grants the relief sought in this Motion, the Debtor requests that all applicable banks and other financial institutions be authorized, when requested by the Debtor in its discretion, without any duty of inquiry or liability to any party for following the Debtor s instructions, to receive, process, honor and pay any and all checks drawn on the Debtor s accounts to pay amounts owed under the Insurance Program (including the Financing Agreement), whether those checks are presented prior to or after the Petition Date, and to make other transfers, provided that sufficient funds are available in the applicable accounts to make the payments. 27. The Debtor requests that authorization of the payment of the various premiums hereunder and with respect to the Financing Agreement not be deemed to constitute the postpetition assumption of any executory contract pursuant to Section 365 of the Bankruptcy Code. ATP is in the process of reviewing these matters and reserves all of its rights under the Bankruptcy Code with respect thereto. Moreover, authorization to pay should not affect the Debtor s right to contest the amount or validity of any such charges, in whole or in part. Based on the foregoing, the Debtor submits that the relief requested is necessary and appropriate, in the best interests of its estate and creditors, and should be granted in all respects. V. NOTICE 28. Notice of this Motion has been provided by overnight delivery and electronic mail or facsimile to: (a) Credit Suisse AG, as Administrative Agent for the Senior Lenders and Administrative Agent for the DIP Lenders; (b) Cravath, Swaine & Moore LLP, as counsel to Credit Suisse AG; (c) Bingham McCutchen LLP and Winstead PC, as counsel to certain DIP

14 Case Document 11 Filed in TXSB on 08/17/12 Page 14 of 24 Lenders and certain Senior Lenders; (d) The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee for the Senior Second Lien Noteholders; (e) the 30 largest unsecured creditors of the Debtor; (f) the holders of Net Profits Interests and Overriding Royalty Interests; (g) the United States Trustee s Office; (h) the Securities and Exchange Commission; and (i) the Internal Revenue Service. The Debtor believes that the notice provided is fair and adequate and that no further notice is necessary. WHEREFORE, the Debtor respectfully requests that the Court enter an order granting the relief requested by this Motion and such further relief as may be just and necessary under the circumstances. [Remainder of page intentionally left blank]

15 Case Document 11 Filed in TXSB on 08/17/12 Page 15 of 24 Dated: August 17, 2012 Respectfully submitted, MAYER BROWN LLP By: /s/charles S. Kelley Charles S. Kelley Attorney-in-Charge State Bar No Southern District of Texas Bar No Louisiana Street, Suite 3400 Houston, TX Telephone: Facsimile: and Howard S. Beltzer (pro hac vice application pending) Frederick D. Hyman (pro hac vice application pending) 1675 Broadway New York, NY Telephone: Facsimile: and Stuart M. Rozen (pro hac vice application pending) Sean T. Scott (pro hac vice application pending) 71 South Wacker Drive Chicago, IL Telephone: Facsimile: PROPOSED ATTORNEYS FOR THE DEBTOR AND DEBTOR-IN-POSSESSION

16 Case Document 11 Filed in TXSB on 08/17/12 Page 16 of 24 Exhibit A

17 Case Document 11 Filed in TXSB on 08/17/12 Page 17 of 24 EXHIBIT A Summary Detail for Policies Comprising Debtors Insurance Program Insurer Carrier Type of Coverage (and Amount) Effective Dates Policy Number Total Premium Remaining Premium To Be Paid Status of Payments of Premium Underwriters at Lloyd s, London and Certain Insurance Companies ( Lloyd s of London ) Comprehensive Offshore Energy Package ($554MM) Excess Coverage for windstorms and hurricanes for Innovator platform ($50MM xs $50MM) Total Loss Only - Innovator platform ($185 MM) Total Loss Only - Titan platform ($50 MM) Excess ($200 MM xs $100MM) 6/30/12-6/30/13 MS-S 3912 $16,549,127 $13,856,045 5 equal installments, paid bimonthly with the next installment due 10/15/12 6/1/12-6/1/13 MS-S 3886 $19,477,540 $14,608,155 Paid quarterly in 4 equal installments; 1 paid prepetition, next installment is due 10/15/12 6/1/12-6/1/13 MS-S 3886 See above See above See above 6/1/12-6/1/13 MS-S 3886 See above See above See above 6/1/12-6/1/13 MS-S 3886 See above See above See above Hartford Insurance Company Commercial Property 6/30/12-6/30/13 61 SBA BR8354 SC $6,313 $6,313 To be paid Commercial General Liability MS-S 3737 $290,000 $0 Paid in full Umbrella Liability - $5MM MS-S 3738 $485,000 $0 Paid in full Excess Liability - $5MM xs $5MM MS-S 3739 $185,000 $0 Paid in full

18 Case Document 11 Filed in TXSB on 08/17/12 Page 18 of 24 Excess Liability - $40MM (xs $10MM) MS-S 3740 $406,560 $0 Paid in full Excess Liability - $100MM (xs $50MM) MS-S 3741 $506,000 $0 Paid in full Excess Liability - $150MM (xs $150MM) MS-S 3742A, MS-S 3742B IE LI 11A $473,000 $0 Paid in full Oil Casualty Insurance Ltd. Excess Liability - $50MM (xs $300MM) U $172,500 $0 Paid in full Ironshore Insurance Ltd. & Starr Insurance & Reinsurance Ltd. Excess Liability - $50MM xs $350MM IS $172,500 $0 Paid in full Excess Liability - $50MM (xs $400MM ) MS-S 3743A, MS-S 3743B & MS-S 3743C $124,200 $0 Paid in full Excess Liability - $50MM (xs $450MM) MS-S 3744 $114,000 $0 Paid in full Excess Maritime Employers Liability - $975k(xs $25k) MS-S 3747 $11,200 $0 Paid in full Charterers Legal Liability MS-S 3746 $54,000 $0 Paid in full Commerce and Industry Insurance Company (Chartis) Non-Owned Aviation AV $45,228 $0 Paid in full Lloyd s, London Oil Spill Financial Responsibility MS-S 3745 $1,240,000 $0 Paid in full ACE American Insurance Company Foreign Package Liability 12/27/11-12/27/12 PHFD $12,428 $0 Paid in full

19 Case Document 11 Filed in TXSB on 08/17/12 Page 19 of 24 Water Quality Insurance Syndicate Vessel Pollution Policy 11/17/11-11/17/ $14,663 $0 Paid in full ACE American Insurance Company Primary Directors & Officers Liability - $10MM 2/2/12-2/2/13 DONG $190,000 $0; paid under Premium Financing Agreement dated 2/10/12 with Imperial Credit Corp. (the Imperial Financing Agreement ) Subject to payment of remaining monthly installments due under Imperial Financing Agreement (each such installment is in the amount of $74,920.48) XL Specialty Insurance Company 1st Excess Directors & Officers Liability $10MM (xs $10MM) 2/2/12-2/2/13 ELU $145,561 $0; see above See above Illinois National Insurance Company ( Chartis ) 2 nd Excess Directors & Officers Liability $10MM (xs $20MM) 2/2/12-2/2/ $122,270 $0; see above See above Navigators Insurance Company 3 rd Excess Directors & Officers Liability $10MM (xs $30MM) 2/2/12-2/2/13 NY12DOL IV $88,108 $0; see above See above Arch Insurance Company 4 th Excess Directors & Officers Liability $10MM (xs $40MM) 2/2/12-2/2/13 DOX $79,000 $0; see above See above Twin City Fire Insurance Company (Hartford) 5 th Excess Directors & Officers Liability $10MM (xs $50MM) 2/2/12-2/2/13 00DA $75,000 $0; see above See above US Specialty Insurance Company (Houston Casualty Company) 5 th Excess Directors & Officers Liability $5MM (xs $60MM) 2/2/12-2/2/13 34MGU12A $36,890 $0; see above See above XL Specialty Insurance Company Side A DIC Excess D&O - $10MM Attachment: $65,000,000 2/2/12-2/2/13 ELU $82,486 $0; see above See above

20 Case Document 11 Filed in TXSB on 08/17/12 Page 20 of 24 Travelers Casualty & Surety Company of America ERISA Bond 2/2/12-2/2/ $579 $0; see above See above Federal Insurance Company ( Chubb ) Chubb Allied World National Assurance Company Executive Protection Portfolio including Employment Practices Liability and Fiduciary Liability D&O/General Partner Liability $5MM (ATP IP) D&O/General Partner Liability $5MM xs $5MM (ATP IP) 2/2/12-2/2/ $12,177 $0; see above See above 3/26/12-3/26/ $23,548 $0 Paid in full 3/26/12-3/26/ $17,351 $0 Paid in full Texas Mutual Insurance Company Workers Compensation 6/30/12-6/30/13 TSF $44,851 $0 Paid in full Chartis Employed Lawyers Professional Liability 8/31/11-8/31/12 EON G $11,710 $0 Paid in full Total: $41,658,

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25 Case Document 11-1 Filed in TXSB on 08/17/12 Page 1 of 9 Exhibit A

26 Case Document 11-1 Filed in TXSB on 08/17/12 Page 2 of 9 EXHIBIT A Summary Detail for Policies Comprising Debtors Insurance Program Insurer Carrier Type of Coverage (and Amount) Effective Dates Policy Number Total Premium Remaining Premium To Be Paid Status of Payments of Premium Underwriters at Lloyd s, London and Certain Insurance Companies ( Lloyd s of London ) Comprehensive Offshore Energy Package ($554MM) Excess Coverage for windstorms and hurricanes for Innovator platform ($50MM xs $50MM) Total Loss Only - Innovator platform ($185 MM) Total Loss Only - Titan platform ($50 MM) Excess ($200 MM xs $100MM) 6/30/12-6/30/13 MS-S 3912 $16,549,127 $13,856,045 5 equal installments, paid bimonthly with the next installment due 10/15/12 6/1/12-6/1/13 MS-S 3886 $19,477,540 $14,608,155 Paid quarterly in 4 equal installments; 1 paid prepetition, next installment is due 10/15/12 6/1/12-6/1/13 MS-S 3886 See above See above See above 6/1/12-6/1/13 MS-S 3886 See above See above See above 6/1/12-6/1/13 MS-S 3886 See above See above See above Hartford Insurance Company Commercial Property 6/30/12-6/30/13 61 SBA BR8354 SC $6,313 $6,313 To be paid Commercial General Liability MS-S 3737 $290,000 $0 Paid in full Umbrella Liability - $5MM MS-S 3738 $485,000 $0 Paid in full Excess Liability - $5MM xs $5MM MS-S 3739 $185,000 $0 Paid in full

27 Case Document 11-1 Filed in TXSB on 08/17/12 Page 3 of 9 Excess Liability - $40MM (xs $10MM) MS-S 3740 $406,560 $0 Paid in full Excess Liability - $100MM (xs $50MM) MS-S 3741 $506,000 $0 Paid in full Excess Liability - $150MM (xs $150MM) MS-S 3742A, MS-S 3742B IE LI 11A $473,000 $0 Paid in full Oil Casualty Insurance Ltd. Excess Liability - $50MM (xs $300MM) U $172,500 $0 Paid in full Ironshore Insurance Ltd. & Starr Insurance & Reinsurance Ltd. Excess Liability - $50MM xs $350MM IS $172,500 $0 Paid in full Excess Liability - $50MM (xs $400MM ) MS-S 3743A, MS-S 3743B & MS-S 3743C $124,200 $0 Paid in full Excess Liability - $50MM (xs $450MM) MS-S 3744 $114,000 $0 Paid in full Excess Maritime Employers Liability - $975k(xs $25k) MS-S 3747 $11,200 $0 Paid in full Charterers Legal Liability MS-S 3746 $54,000 $0 Paid in full Commerce and Industry Insurance Company (Chartis) Non-Owned Aviation AV $45,228 $0 Paid in full Lloyd s, London Oil Spill Financial Responsibility MS-S 3745 $1,240,000 $0 Paid in full ACE American Insurance Company Foreign Package Liability 12/27/11-12/27/12 PHFD $12,428 $0 Paid in full

28 Case Document 11-1 Filed in TXSB on 08/17/12 Page 4 of 9 Water Quality Insurance Syndicate Vessel Pollution Policy 11/17/11-11/17/ $14,663 $0 Paid in full ACE American Insurance Company Primary Directors & Officers Liability - $10MM 2/2/12-2/2/13 DONG $190,000 $0; paid under Premium Financing Agreement dated 2/10/12 with Imperial Credit Corp. (the Imperial Financing Agreement ) Subject to payment of remaining monthly installments due under Imperial Financing Agreement (each such installment is in the amount of $74,920.48) XL Specialty Insurance Company 1st Excess Directors & Officers Liability $10MM (xs $10MM) 2/2/12-2/2/13 ELU $145,561 $0; see above See above Illinois National Insurance Company ( Chartis ) 2 nd Excess Directors & Officers Liability $10MM (xs $20MM) 2/2/12-2/2/ $122,270 $0; see above See above Navigators Insurance Company 3 rd Excess Directors & Officers Liability $10MM (xs $30MM) 2/2/12-2/2/13 NY12DOL IV $88,108 $0; see above See above Arch Insurance Company 4 th Excess Directors & Officers Liability $10MM (xs $40MM) 2/2/12-2/2/13 DOX $79,000 $0; see above See above Twin City Fire Insurance Company (Hartford) 5 th Excess Directors & Officers Liability $10MM (xs $50MM) 2/2/12-2/2/13 00DA $75,000 $0; see above See above US Specialty Insurance Company (Houston Casualty Company) 5 th Excess Directors & Officers Liability $5MM (xs $60MM) 2/2/12-2/2/13 34MGU12A $36,890 $0; see above See above XL Specialty Insurance Company Side A DIC Excess D&O - $10MM Attachment: $65,000,000 2/2/12-2/2/13 ELU $82,486 $0; see above See above

29 Case Document 11-1 Filed in TXSB on 08/17/12 Page 5 of 9 Travelers Casualty & Surety Company of America ERISA Bond 2/2/12-2/2/ $579 $0; see above See above Federal Insurance Company ( Chubb ) Chubb Allied World National Assurance Company Executive Protection Portfolio including Employment Practices Liability and Fiduciary Liability D&O/General Partner Liability $5MM (ATP IP) D&O/General Partner Liability $5MM xs $5MM (ATP IP) 2/2/12-2/2/ $12,177 $0; see above See above 3/26/12-3/26/ $23,548 $0 Paid in full 3/26/12-3/26/ $17,351 $0 Paid in full Texas Mutual Insurance Company Workers Compensation 6/30/12-6/30/13 TSF $44,851 $0 Paid in full Chartis Employed Lawyers Professional Liability 8/31/11-8/31/12 EON G $11,710 $0 Paid in full Total: $41,658,

30 Case Document 11-1 Filed in TXSB on 08/17/12 Page 6 of 9 Exhibit B

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34 Case Document 11-2 Filed in TXSB on 08/17/12 Page 1 of 4 Exhibit B

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38 Case Document 11-3 Filed in TXSB on 08/17/12 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: ATP Oil & Gas Corporation, Debtor. Chapter 11 Case No.: 12- ORDER GRANTING DEBTOR S EMERGENCY MOTION FOR AUTHORIZATION TO (1) CONTINUE PRE-PETITION INSURANCE PROGRAM; (2) PAY ANY PRE- PETITION PREMIUMS OR RELATED OBLIGATIONS; AND (3) HONOR OBLIGATIONS UNDER PRE-PETITION A PREMIUM FINANCING AGREEMENT (Relates to Docket No. ) Upon the motion of ATP Oil & Gas Corporation ( ATP or the Debtor ) for authorization to: (i) continue pre-petition insurance program; (ii) pay any pre-petition premium or other related obligations; and (iii) honor obligations under premium financing agreement (the Motion ); and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C and 28 U.S.C. 157(b); and due and proper notice of the Motion having been provided; and the relief requested being in the best interests of the Debtor and its estate and creditors; and the Court having reviewed the Motion; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause therefore; it is hereby ORDERED that the Motion is GRANTED; and it is further ORDERED that all capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Motion; and it is further ORDERED that the Debtor is authorized, but not required, to maintain the Insurance Program to the extent permitted pursuant to the DIP Order, including, but not limited to, the

39 Case Document 11-3 Filed in TXSB on 08/17/12 Page 2 of 3 employment and compensation in the ordinary course of McGriff and any other agents and brokers that Debtor relies upon to maintain the Insurance Program; and it is further ORDERED that the Debtor is authorized, but not required, to pay all amounts necessary to maintain the Insurance Program, including, but not limited to, any pre-petition premium that is due in respect of any of the Policies; and it is further ORDERED that the Debtor shall maintain detailed records pursuant to its cash management system sufficient for them to identify and account for any payments made with funds from its estate in connection with the Insurance Program on behalf or for the benefit of any of its non-filed subsidiaries and with respect to any intercompany claims created as a result thereof; and it is further ORDERED that the Debtor is authorized, but not required, to pay all amounts necessary to honor its obligations under the Financing Agreement; and it is further ORDERED that all payments authorized pursuant to this Order shall be made pursuant to, and in compliance with, the terms of any debtor-in-possession financing that is approved by order of this Court; and it is further ORDERED that, subject to the availability of funds, the Debtor s banks and financial institutions (collectively, the Banks ) are authorized and directed to process, honor and pay any and all checks or electronic transfers issued in connection with the Insurance Program; and it is further ORDERED that all Banks that process, honor and pay any and all checks or electronic transfers on account of the Insurance Program may rely on the representations of the Debtor as to which checks or electronic transfers are issued and authorized to be paid in accordance with this

40 Case Document 11-3 Filed in TXSB on 08/17/12 Page 3 of 3 Order without any duty of further inquiry and without liability for following the Debtor's instructions; and it is further ORDERED that authorization of the payments shall not be deemed to constitute the postpetition assumption of any executory contract pursuant to Section 365 of the Bankruptcy Code; and it is further ORDERED that nothing in this Order shall affect the Debtor s right to contest the amount or validity of any amounts claimed to be due by any of the Debtor under or with respect to any aspect of Insurance Program, in whole or in part; and it is further ORDERED that, notwithstanding the relief granted herein or any actions taken hereunder, nothing contained in this Order shall create any rights in favor of, or enhance the status of any claim held by, any of the Debtor s Carriers, Imperial, McGriff, any other agents or brokers employed by the Debtor or any other third party relating to the Insurance Program; and it is further ORDERED that, notwithstanding Rule 6004(g) of the Federal Rules of Bankruptcy Procedure, this Order shall be effective immediately upon its entry; and it is further ORDERED that the Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. SIGNED this day of August, UNITED STATES BANKRUPTCY JUDGE