Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Case No. 12-36187 ATP OIL & GAS CORPORATION Chapter 11 Debtor. LIMITED OBJECTION AND RESERVATION OF RIGHTS OF STINGRAY PIPELINE, MANTA RAY OFFSHORE GATHERING, AND WEST CAMERON DEHYDRATION WITH RESPECT TO (A) DEBTOR S REQUEST TO ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES AND (B) DEBTOR S PROPOSED CURE AMOUNTS IN CONNECTION WITH DEBTOR S PROPOSED AUCTION SALE OF SUBSTANTIALLY ALL ASSETS [Relates to Docket Nos. 1169, 1252, 1272, 1419, 1492, and 1591, among others] ( Stingray ), Manta Ray Offshore Gathering Company, L.L.C. ( Manta Ray ) and West Cameron Dehydration Company, L.L.C. ( West Cameron ), through counsel, file this limited objection to Debtor s several Motions Pursuant to 11 U.S.C. 105(a), 363 and 365 and Bankruptcy Rules 2002, 6004 and 6006 for Orders (I)(A) Approving (i) Bidding Procedures; (ii) Bid Protections; (iii) Auction Procedures; and (iv) Assumption and Assignment Procedures; (B) Approving Notice Procedures for (i) the Solicitation of Bids; and (ii) an Auction; (C) Scheduling Hearings on Approval of a Sale or Sales of Substantially all of the Debtor s Assets; and (D) Granting Related Relief; and (II) (A) Approving the Sale or Sales of Substantially all of the Debtor s Assets Free and Clear of Claims and Liens and (B) Approving the Assumption and Assignment of Contracts and Leases (Dkt. Nos. 1169 and 1252) ( Motion ) and related orders (Dkt. 1272, 1419, 1492 and 1591) ( Bidding Procedures Order ), 1 to the extent the Motion and the Bidding Procedures Order address proposed cures of existing defaults and adequate assurance of future performance under certain existing contracts. 1 Although uncertain of all docket numbers relating to the sale procedure Motions, objectors believe it encompasses at least Dkt. Nos. 1169, 1215, 1215-1, 1222, 1252, 1258, 1263, 1268, 1272, 1419, 1492, 1546, 1554, and 1591.
Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 2 of 7 JURISDICTION AND VENUE 1. This Court has jurisdiction pursuant to 28 U.S.C. 157 and 1334. Venue of the Debtor s Chapter 11 case in this district is proper pursuant to 28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. 157(b). 2. The statutory bases for the relief sought are Sections 105(a), 365(b) and 365(f) of Title 11, United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ), and Rules 2004 and 9037(c) of the Federal Rules of Bankruptcy Procedure. FACTUAL AND PROCEDURAL BACKGROUND 3. On August 17, 2012, (the Petition Date ), the Debtor filed a 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 Court ). An Official Committee of Unsecured Creditors has been appointed, but no Trustee or Examiner has been appointed. 4. The Debtor continues to operate its business as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. 5. On January 28, 2013, this Court entered its Order (A) Approving (i) Bidding Procedures; (ii) Bid Protections; (iii) Auction Procedures; and (iv) Assumption and Assignment Procedures; (B) Approving Notice Procedures for (i) the Solicitation of Bids; and (ii) an Auction; (C) Scheduling Hearings on Approval of a Sale or Sales of Substantially All of Debtor s Shelf Property Assets; and (D) Granting Related Relief (the Shelf Assets Bid Procedures Order ) (Dkt No. 1272). 6. In accordance with the Shelf Assets Bid Procedures Order (Dkt. Nos. 1215 and 1272), Debtor served a Notice (Dkt. No. 1215-1) that listed certain executory contracts and unexpired leases that Debtor proposes to assume and assign. This sale was then canceled (Dkt. No. 1492) and rolled into Debtor s proposed sale of substantially all of its assets, now embodied - 2 -
Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 3 of 7 in Debtor s Deepwater Executory Contract Motion and Notice (Dkt. No. 1252, 1419, 1591), for which Debtor s noticing agent issued a Certificate of Service. (Dkt. No. 1554). 7. In Exhibit A to the Notice of (I) Debtor s Request for Authority to Assume and Assign Certain Executory Contracts and Unexpired Leases, and (II) Debtor s Proposed Cure Amounts dated January 15, 2013 (Dkt. Nos. 1215 and 1215-1) (the Notice ), the Debtor provided notice of its intent to assume and assign several contracts to which Stingray, Manta Ray and West Cameron are parties, most with alleged cure amounts of $0.00. Debtor s listing is erroneous. With respect to many of the contracts listed, Debtor has committed monetary defaults, and a cure amount is required to be paid as a condition of assumption. 8. For the reasons set forth below, the Stingray, Manta Ray and West Cameron object to the assumption and assignment of their contracts as proposed by the Debtor, provided, however, that the presence of any contract on a listing of amounts necessary to cure that contract does not constitute an admission by Stingray, Manta Ray and West Cameron that such contract is an executory contract, and they hereby reserve all rights to contest that characterization. DEBTOR HAS FAILED TO PROVIDE FOR CURE OF ALL DEFAULTS 9. Stingray, Manta Ray and West Cameron and the Debtor are parties to several existing contracts relating to the gathering, transportation and dehydration of natural gas and other hydrocarbons produced by Debtor and transported via pipeline facilities and processed at dehydration facilities owned and operated by Stingray, Manta Ray and West Cameron. 10. Section 365(b)(1) of the Bankruptcy Code provides that (b)(1) If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee- (A) cures, or provides adequate assurances the trustee will promptly cure, such default.... * * * (C) provides adequate assurance of future performance under such contract or lease. - 3 -
Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 4 of 7 11. Although the Debtor has listed on Exhibit A (Dkt. 1215-1) certain contracts with Stingray, Manta Ray and West Cameron, Debtor has not, as of the date of the filing of this limited objection, identified or recognized the monetary defaults committed by Debtor thereunder, or cured, or provided any adequate assurance that it will cure, these defaults. 12. Ordinarily, when a bankruptcy court approves the assumption of an executory contract, it necessarily finds that no uncured defaults exist. In re Sportsman s Warehouse, Inc., Chapter 11, Case No. 09-10990 (CSS), 2013 Bankr. LEXIS 497, *22 (Feb. 7, 2013). Further, the nonbankrupt party to an executory contract bears the burden to assert any defaults prior to the assumption. Here, uncured events of default have occurred and are continuing. 13. Stingray, Manta Ray and West Cameron provide this limited objection showing that there are amounts due for monetary defaults by Debtor with respect to the contracts that Debtor proposed to assume and assign. In this case, Stingray, Manta Ray and West Cameron have endeavored to identify and have previously provided Debtor s counsel with written notification specifying pre-assumption monetary defaults under the contracts listed in Exhibit A to the Notice. More specifically, Stingray, Manta Ray and West Cameron have, through the undersigned counsel, provided Debtor s counsel with a chart setting forth specified cure amounts with respect to each contract proposed to be assumed. 14. Attached, marked as Exhibit A to this limited objection is an updated chart that lists each contract with Stingray, Manta Ray and West Cameron that Debtor has identified, as well as several that Debtor may have overlooked, and the cure amounts associated with the proposed assumption of those contracts. The amounts specified for cure are more particularly identified and substantiated, with supporting documentation, in the respective proofs of claim filed by Stingray (Claim s Registry No. 410), Manta Ray (Claims Registry No. 412), and West Cameron (Claims Registry No. 406), which are incorporated herein by this reference. - 4 -
Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 5 of 7 DEBTOR HAS FAILED TO PROVIDE ADEQUATE ASSURANCE OF FUTURE PERFORMANCE 15. As of the filing of this limited objection, the bid deadline established in the Shelf Asset and Deepwater Order has not yet occurred and Stingray, Manta Ray and West Cameron have not been given any notice of the identity of any of the bidders. 16. Section 365(f) provides: (1) Except as provided in subsections (b) and (c) of this section, notwithstanding a provision in an executory contract or an expired lease of the debtor, or in applicable law, that prohibits, restricts, or conditions the assignment of such contract or lease, the trustee may assign such contract or lease under paragraph (2) of this subsection. (2) The trustee may assign an executory contract or unexpired lease of the debtor only if (A) the trustee assumes such contract or lease in accordance with the provisions of this section; and (B) adequate assurance of future performance by the assignee of such contract or lease is provided, whether or not there has been a default in such contract or lease. 17. To the extent that the contracts listed in the Shelf and Deepwater Executory Contract Notice constitute executory contracts within the meaning of Section 365 of the Bankruptcy Code and the debtor wishes to assume and assign the listed agreements, Stingray, Manta Ray and West Cameron must be provided with adequate assurance of future performance. This adequate assurance has not been provided, and assumption or assumption and assignment of the contracts between Debtor and Stingray, Manta Ray and West Cameron should be expressly conditioned on the provision of adequate assurance of future performance. 18. In this instance, adequate assurance of future performance will require that the assignee party proposing to be assigned any executory contract with Stingray, Manta Ray and/or West Cameron, possess the capability to comply with contractual obligations, both as a prudent and eligible shipper accessing the gas gathering facilities and transportation pipelines, and with - 5 -
Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 6 of 7 sufficient financial capability to pay obligations accrued and payable, and hereafter accruing, under each contract proposed to be assumed and assigned. WHEREFORE,, Manta Ray Offshore Gathering Company, L.L.C. and West Cameron Dehydration Company, L.L.C. respectfully request that this Court sustain this objection and condition Debtor s assumption and assignment of any of the executory contracts of Stingray, Manta Ray, and West Cameron on Debtor s compliance with Sections 365(b) and 365(f) as set forth herein, including payment of all cure amounts identified in the attached Exhibit A, and adequate assurance of future performance of all assignees. Dated: April 16, 2013. Respectfully submitted, /s/ Mark S. Finkelstein Mark S. Finkelstein State Bar No. 07015100 SD Tex. No. 5543 1001 McKinney Street, Suite 1100 Houston, Texas 77002 (713) 646-5503 (Tel.) (713) 752-0337 (Fax) mfinkelstein@smfalaw.com COUNSEL FOR STINGRAY PIPELINE COMPANY, L.L.C., MANTA RAY OFFSHORE GATHERING COMPANY, L.L.C., AND WEST CAMERON DEHYDRATION COMPANY, L.L.C. OF COUNSEL: SHANNON, MARTIN, FINKELSTEIN & ALVARADO A PROFESSIONAL CORPORATION Elizabeth D. Alvarado Texas Bar No. 01125980 1001 McKinney Street, Suite 1100 Houston, Texas 77002 (713) 646-5516 (Tel.) (713) 752-0337 (Fax) lalvarado@smfalaw.com - 6 -
Case 12-36187 Document 1725 Filed in TXSB on 04/16/13 Page 7 of 7 CERTIFICATE OF SERVICE I certify that, on April 16, 2013, I caused a true copy of the foregoing document to be served via CM/ECF on the Debtor and all other parties in interest who receive service via electronic case filing and via e-mail on the Objection Notice Parties below: (i) Counsel for the Debtor: Mayer Brown LLP, 700 Louisiana Street, Suite 3400, Houston, Texas 77002, Attn: Charles S. Kelley (CKelley@mayerbrown.com); (ii) Investment Banker for the Debtor: Jefferies & Company Inc., 300 Crescent Court, Suite 500, Dallas, Texas 75201, Attn: Stephen Straty (sstraty@jefferies.com); (iii) Counsel for the DIP Agent: Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, Attn: Paul H. Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York, 10019, Attn: Paul H. Zumbro (pzumbro@cravath.com); (iv) Counsel to certain DIP Lenders: Bingham McCutchen LLP, 339 Park Avenue, New York, New York 10022, Attn: Ronald J. Silverman (ronald.silverman@bingham.com) and Winstead PC, 500 Winstead Building, 2728 N. Harwood Street, Dallas, Texas 75201, Attn: Phillip Lamberson (plamberson@winstead.com); (v) Counsel to the Creditors Committee: Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, New York 10005, Attn: Evan R. Fleck (efleck@milbank.com); (vi) Counsel to the Equity Committee: Diamond McCarthy LLP, 909 Fannin Street, Suite 1500, Houston, Texas 77010, Attn: Kyung S. Lee (klee@diamondmccarthy.com); (vii) Counsel to the Ad Hoc Committee of Second Lien Notes: Wachtell, Lipton, Rosen & Katz LLP, 51 West 52nd Street, New York, New York 10019, Attn: Scott K. Charles (skcharles@wlrk.com); and (viii) Office of the United States Trustee for the Southern District of Texas: 515 Rusk Avenue, Suite 3516, Houston, Texas 77002, Attn: Nancy Lynn Holley (Nancy.Holley@usdoj.gov). /s/ Mark S. Finkelstein Mark S. Finkelstein - 7 -
Case 12-36187 Document 1725-1 Filed in TXSB on 04/16/13 Page 1 of 2 STINGRAY PIPELINE COMPANY, L.L.C., MANTA RAY OFFSHORE GATHERING COMPANY, L.L.C. and WEST CAMERON DEHYDRATION COMPANY, L.L.C. LISTED BY ATP OIL & GAS CORPORATION AS EXECUTORY CONTRACTS IT PROPOSES TO ASSUME AND ASSIGN Creditor Contract Contract No. Cure Amounts West Cameron Dehydration Company, L.L.C. Dehydration Agreement Effective November 1, 2003 #106835 $1,986.38 Liquids Transportation Agreement dated November 1, 2003 (Terminated 12/31/09) Reserve Dedication and Discount Commodity Rate Agreement dated November 1, 2003 Liquids Separation and Handling Agreement dated November 10, 2008 Interruptible Transport rate agreement in regelation (sic) to oil & gas operations dated December 1, 2010 Interruptible Transport rate agreement in relation to oil & gas operations dated December 1, 2010 Liquids Hydrocarbons Transport Agreement in relation to oil and gas operations dated January 1, 2010 Measurement agreement for measurement services in relation to oil and gas operations dated November 4, 1994 Transport Rate Schedule FTS Agreement in relation to oil and gas operations dated December 1, 2008, as amended Manta Ray Offshore Gathering Company, LLC Firm Gas Gathering Agreement dated February 1, 2004, as amended Manta Ray Offshore Gathering Company, LLC Firm Gas Gathering Agreement effective on 6/01/2007 between Manta Ray Offshore and ATP Oil & Gas. This agreement was amended and effective dated changed from 2/1/2004 to 6/1/2007 #102558 #114795 #115960 $801.04 #102507 $4,001.49 #107472 #107472AMD1 $12,034.03 Manta Ray Offshore Gathering Company, LLC Access and information on an EBB using the web in relation to oil and gas transport operations dated February 1, 2004 Manta Ray Offshore Gathering Company, LLC Facilities Agreement dated August 21, 2003 Manta Ray Offshore Gathering Company, LLC Transfer of certain rights pertaining to Firm Gathering Agreement in relation to Oil and Gas operations dated February 1, 2004 #106965 $9,092.72 Enbridge Offshore Pipelines LLC Form of Transportation Agreement entered into as of August 11, 2008 Enbridge Offshore Pipelines LLC Interactive Internet website agreement in relation to oil & gas operations and transport dated August 11, 2008 Enbridge Offshore Pipelines LLC Interruptible gas transportation from offshore in relation to oil & gas operations dated August 11, 2008 Page 1 of 2 EXHIBIT A
Case 12-36187 Document 1725-1 Filed in TXSB on 04/16/13 Page 2 of 2 STINGRAY PIPELINE COMPANY, L.L.C., MANTA RAY OFFSHORE GATHERING COMPANY, L.L.C. and WEST CAMERON DEHYDRATION COMPANY, L.L.C. ACTIVE CONTRACTS WITH CURE AMOUNTS NOT LISTED BY ATP OIL & GAS CORPORATION AS EXECUTORY CONTRACTS IT PROPOSES TO ASSUME AND ASSIGN Creditor Contract Contract No. Cure Amounts West Cameron Dehydration Company, L.L.C. Dehydration Agreement Effective November 1, 2002 #103492 $615.02 Facilities Agreement, Offshore Sub-sea Connection to the Stingray Pipeline Company, L.L.C. 16 Lateral Located in Garden Banks Block 191, Offshore Louisiana, Between Stingray Pipeline Company and ATP Oil & Gas Corporation, dated September 11, 2003, effective July 15, 2003 Addendum No. 1 to Financial and Accounting Guidelines of Stingray Pipeline Company dated July 1, 1989 (SOS Agreement) #102558 $9,551.36 unknown $5,499.37 ADDITIONAL ACTIVE CONTRACTS THAT ATP FAILED TO IDENTIFY Creditor Contract Contract No. Cure Amounts Transportation Rate Schedule ITS Agreement dated November 1, 2002 Transportation Rate Schedule ITS Agreement dated May 1, 2007 Transportation Rate Schedule ITS Agreement dated April 28, 1999 Transportation Rate Schedule FTS Agreement dated February 15, 1996 [Ashland] Contract No. 711377 Interconnect Agreement dated November 14, 1994 [West Cameron Block 408 Offshore Louisiana] #103489 #112793 #102558 #101940 #102336 Page 2 of 2
Case 12-36187 Document 1725-2 Filed in TXSB on 04/16/13 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Case No. 12-36187 ATP OIL & GAS CORPORATION Chapter 11 Debtor. ORDER SUSTAINING THE LIMITED OBJECTION AND RESERVATION OF RIGHTS OF STINGRAY PIPELINE, MANTA RAY OFFSHORE GATHERING, AND WEST CAMERON DEHYDRATION WITH RESPECT TO (A) DEBTOR S REQUEST TO ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES AND (B) DEBTOR S PROPOSED CURE AMOUNTS IN CONNECTION WITH DEBTOR S PROPOSED AUCTION SALE OF SUBSTANTIALLY ALL ASSETS Having considered Debtor s several Motions Pursuant to 11 U.S.C. 105(a), 363 and 365 and Bankruptcy Rules 2002, 6004 and 6006 for Orders (I)(A) Approving (i) Bidding Procedures; (ii) Bid Protections; (iii) Auction Procedures; and (iv) Assumption and Assignment Procedures; (B) Approving Notice Procedures for (i) the Solicitation of Bids; and (ii) an Auction; (C) Scheduling Hearings on Approval of a Sale or Sales of Substantially all of the Debtor s Assets; and (D) Granting Related Relief; and (II) (A) Approving the Sale or Sales of Substantially all of the Debtor s Assets Free and Clear of Claims and Liens and (B) Approving the Assumption and Assignment of Contracts and Leases (Dkt. Nos. 1169 and 1252) ( Motion ) and related orders (Dkt. 1272, 1419, 1492 and 1591) ( Bidding Procedures Order ), the Limited Objection thereto filed by counterparties ( Stingray ), Manta Ray Offshore Gathering Company, L.L.C. ( Manta Ray ) and West Cameron Dehydration Company, L.L.C. ( West Cameron ), evidence in the record, and arguments of counsel, the Court sustains the Limited Objection to assumption and assignment of the affected contracts between Debtor and Stingray, Manta Ray, and West Cameron, and conditions the assumption and assignment of their contracts on payment to these counterparties parties of cure amounts and receiving adequate assurance of future performance. It is therefore
Case 12-36187 Document 1725-2 Filed in TXSB on 04/16/13 Page 2 of 5 ORDERED that that this Court sustains the limited objection of Stingray Pipeline Company, L.L.C., Manta Ray Offshore Gathering Company, L.L.C. and West Cameron Dehydration Company, L.L.C.; it is further ORDERED that Debtor s assumption and assignment of any of the executory contracts of Stingray, Manta Ray, and West Cameron is conditioned upon Debtor s compliance with Sections 365(b) and 365(f) as set forth herein, including payment of all cure amounts identified in the attached Exhibit A, and adequate assurance of future performance of all assignees, including demonstrated ability to perform the Debtor s obligation under the applicable assumed contracts with these counterparties. Signed at Houston, Texas on Marvin Isgur United States Bankruptcy Judge - 2 -
Case 12-36187 Document 1725-2 Filed in TXSB on 04/16/13 Page 3 of 5 Submitted by, Mark S. Finkelstein State Bar No. 07015100 SD Tex. No. 5543 1001 McKinney Street, Suite 1100 Houston, Texas 77002 (713) 646-5503 (Tel.) (713) 752-0337 (Fax) mfinkelstein@smfalaw.com Counsel for, Manta Ray Offshore Gathering Company, L.L.C. and West Cameron Dehydration Company, L.L.C. - 3 -
Case 12-36187 Document 1725-2 Filed in TXSB on 04/16/13 Page 4 of 5 STINGRAY PIPELINE COMPANY, L.L.C., MANTA RAY OFFSHORE GATHERING COMPANY, L.L.C. and WEST CAMERON DEHYDRATION COMPANY, L.L.C. LISTED BY ATP OIL & GAS CORPORATION AS EXECUTORY CONTRACTS IT PROPOSES TO ASSUME AND ASSIGN Creditor Contract Contract No. Cure Amounts West Cameron Dehydration Company, L.L.C. Dehydration Agreement Effective November 1, 2003 #106835 $1,986.38 Liquids Transportation Agreement dated November 1, 2003 (Terminated 12/31/09) Reserve Dedication and Discount Commodity Rate Agreement dated November 1, 2003 Liquids Separation and Handling Agreement dated November 10, 2008 Interruptible Transport rate agreement in regelation (sic) to oil & gas operations dated December 1, 2010 Interruptible Transport rate agreement in relation to oil & gas operations dated December 1, 2010 Liquids Hydrocarbons Transport Agreement in relation to oil and gas operations dated January 1, 2010 Measurement agreement for measurement services in relation to oil and gas operations dated November 4, 1994 Transport Rate Schedule FTS Agreement in relation to oil and gas operations dated December 1, 2008, as amended Manta Ray Offshore Gathering Company, LLC Firm Gas Gathering Agreement dated February 1, 2004, as amended Manta Ray Offshore Gathering Company, LLC Firm Gas Gathering Agreement effective on 6/01/2007 between Manta Ray Offshore and ATP Oil & Gas. This agreement was amended and effective dated changed from 2/1/2004 to 6/1/2007 #102558 #114795 #115960 $801.04 #102507 $4,001.49 #107472 #107472AMD1 $12,034.03 Manta Ray Offshore Gathering Company, LLC Access and information on an EBB using the web in relation to oil and gas transport operations dated February 1, 2004 Manta Ray Offshore Gathering Company, LLC Facilities Agreement dated August 21, 2003 Manta Ray Offshore Gathering Company, LLC Transfer of certain rights pertaining to Firm Gathering Agreement in relation to Oil and Gas operations dated February 1, 2004 #106965 $9,092.72 Enbridge Offshore Pipelines LLC Form of Transportation Agreement entered into as of August 11, 2008 Enbridge Offshore Pipelines LLC Interactive Internet website agreement in relation to oil & gas operations and transport dated August 11, 2008 Enbridge Offshore Pipelines LLC Interruptible gas transportation from offshore in relation to oil & gas operations dated August 11, 2008 Page 1 of 2 EXHIBIT A
Case 12-36187 Document 1725-2 Filed in TXSB on 04/16/13 Page 5 of 5 STINGRAY PIPELINE COMPANY, L.L.C., MANTA RAY OFFSHORE GATHERING COMPANY, L.L.C. and WEST CAMERON DEHYDRATION COMPANY, L.L.C. ACTIVE CONTRACTS WITH CURE AMOUNTS NOT LISTED BY ATP OIL & GAS CORPORATION AS EXECUTORY CONTRACTS IT PROPOSES TO ASSUME AND ASSIGN Creditor Contract Contract No. Cure Amounts West Cameron Dehydration Company, L.L.C. Dehydration Agreement Effective November 1, 2002 #103492 $615.02 Facilities Agreement, Offshore Sub-sea Connection to the Stingray Pipeline Company, L.L.C. 16 Lateral Located in Garden Banks Block 191, Offshore Louisiana, Between Stingray Pipeline Company and ATP Oil & Gas Corporation, dated September 11, 2003, effective July 15, 2003 Addendum No. 1 to Financial and Accounting Guidelines of Stingray Pipeline Company dated July 1, 1989 (SOS Agreement) #102558 $9,551.36 unknown $5,499.37 ADDITIONAL ACTIVE CONTRACTS THAT ATP FAILED TO IDENTIFY Creditor Contract Contract No. Cure Amounts Transportation Rate Schedule ITS Agreement dated November 1, 2002 Transportation Rate Schedule ITS Agreement dated May 1, 2007 Transportation Rate Schedule ITS Agreement dated April 28, 1999 Transportation Rate Schedule FTS Agreement dated February 15, 1996 [Ashland] Contract No. 711377 Interconnect Agreement dated November 14, 1994 [West Cameron Block 408 Offshore Louisiana] #103489 #112793 #102558 #101940 #102336 Page 2 of 2