Case Document 3262 Filed in TXSB on 08/13/14 Page 1 of 8

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1 Case Document 3262 Filed in TXSB on 08/13/14 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: ATP OIL & GAS CORPORATION, DEBTOR. CASE NO CHAPTER 7 JUDGE ISGUR ORDER AUTHORIZING EMPLOYMENT OF COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (DKT. NO. 3241) The Court, having considered the Amended Application to Employ Cooper & Scully, P.C. as Special Counsel (Dkt. No. 3241), Timothy M. Dortch as attorney-in-charge, to act as attorney for the Trustee and the Declaration of Timothy M. Dortch in support thereof, and it appearing that the law firm of Cooper & Scully, P.C., its members and associates, is a disinterested person within the meaning of B.R. 2014, and that the employment is in the best interest of the Estate and the economical administration thereof, it is ORDERED that Rodney Tow, Trustee herein, is authorized to employ Cooper & Scully, P.C., effective as of June 24, 2014, to act as Special Counsel for the Trustee and the Estate, with compensation to be paid in such amounts as may be allowed by the Court upon proper application or applications therefore. IT IS FURTHER ORDERED that the services to be performed are: a. Litigation management; b. Investigation of claims; c. Preferred stock dividend fraudulent transfers litigations and bonus payments to executives; d. NPI ORRI litigation and preference recovery actions related to NPI/ORRI arrangements/contracts; COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 1 of 8

2 Case Document 3262 Filed in TXSB on 08/13/14 Page 2 of 8 e. Litigate claims regarding indemnity and duty to defend claims against contractors and various insurance carriers; f. Litigate potential claims of the former officers and directors of ATP Oil & Gas Corporation; g. File applications to employ professionals h. File applications to employ and pay experts; and, i. Handle other miscellaneous legal matters involving the Estate. ORDERED THAT on behalf of Cooper & Scully P.C., Timothy Micah Dortch is designated as the attorney-in-charge of the representation in these matters, and Brent Cooper, Gordon Wright, Chris Lindstrom, Lauren Tow, Maryssa Simpson and Luisa Ulluela are authorized to assist in the representation of the Trustee in the areas stated below. ORDERED THAT notwithstanding anything herein (or the Application of the Trustee to employ Cooper & Scully, P.C.) to the contrary, this order is not intended to and does not abrogate any rights and protections of the lenders of the DIP facility that are set forth in the final order authorizing post-petition financing, use of collateral and other related relief (Dkt. No. 440) and in the orders authorizing the use of cash collateral in the chapter 11 case, all of which rights and protections are expressly preserved. ORDERED THAT notwithstanding anything herein to the contrary, consistent with that certain Final Order (A) Approving the Sale of Certain Assets Free and Clear of Claims and Liens and (B) Approving the Assumption and Assignment of Contracts and Leases, entered by the Court on October 17, 2013 (the Sale Order ), Cooper & Scully, P.C. shall not (i) pursue any claims and/or causes of action which were acquired by Bennu Oil & Gas, LLC or incur any fees and expenses with respect to such claims and/or causes of action, and (ii) receive any lien (or COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 2 of 8

3 Case Document 3262 Filed in TXSB on 08/13/14 Page 3 of 8 other type of interest) in the assets acquired by Bennu Oil & Gas, LLC pursuant to the Sale Order, including but not limited to, any claims and/or causes of action and the proceeds thereof. ORDERED THAT notwithstanding anything herein (or the Application of the Trustee to employ Cooper & Scully, P.C.) to the contrary, this order is not intended to and does not abrogate any rights and protections of the Prepetition Second Lien Trustee and the Prepetition Second Lien Lenders set forth in the final order authorizing post-petition financing, use of collateral and other related relief (Dkt. No. 440),all other orders authorizing post-petition financing in the chapter 11 case, and all other orders authorizing the use of cash collateral in the chapter 11 case, all of which rights and protections are expressly preserved. LITIGATION MANAGEMENT IT IS FURTHER ORDERED the Trustee may retain Cooper & Scully P.C. to assist in litigation management. This will include communicating with all counsel representing the Trustee in the various pending matters, updating the Trustee on the progress of the pending litigation, confirming continuity regarding discovery responses and pleadings filed with the various courts, coordinating depositions and all other necessary actions to assist the Trustee in promptly resolving all pending litigation. The litigation management position will also include work related to Case No. 1:12-cv , ATP v. BOEM;, Pending in Federal Claims Court and Case No. 2:13-cv-262, United States of America v. ATP, Pending in the Eastern District of Louisiana. For work related to litigation management for the Trustee, Cooper & Scully, P.C. will be paid at the following rates: Partner/Senior Attorney/Associate: Paralegals $300/per hour blended rate $95/hour The Estate will reimburse Cooper & Scully, PC for any reasonable expenses incurred. COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 3 of 8

4 Case Document 3262 Filed in TXSB on 08/13/14 Page 4 of 8 INVESTIGATION OF CLAIMS IT IS FURTHER ORDERED the Trustee may retain Cooper & Scully, P.C. for the purpose of investigating potential claims and evaluating whether they have value for the Estate. Cooper & Scully, P.C. will be paid at the following rates to investigate other affirmative claims that the Estate might have: Partner Senior Attorney Associate $375/hour $300/hour $275/hour For investigation of claims, Cooper & Scully, P.C. is authorized to charge the rates for attorneys and paralegals set forth in Exhibit 1 attached hereto. If the Trustee determines there are claims to pursue after the investigation by Cooper & Scully P.C., then Cooper & Scully, P.C. may submit a new application to employ seeking a proposal for fees and costs on a particular claim. If Cooper & Scully P.C. recovers monies on behalf of the Estate, Cooper & Scully, P.C. will deduct, out of any recovery, any fees incurred for investigation of that claim. For example, if Cooper & Scully, P.C. earns $75,000 in hourly fees for the investigation of a claim, and then later recovers any amount on a contingency basis for that claim pursuit, the Estate will deduct the $75,000 in hourly fees paid to Cooper & Scully, P.C. from the contingency fee. There will be a $100,000 hourly cap per claim on any investigative fees. FRAUDULENT TRANSFERS IT IS FURTHER ORDERED the Trustee may retain Cooper & Scully, P.C. to pursue fraudulent transfers of the Estate s assets, which includes without limitation, the payments of preferred stock dividends, bonuses, and other transfers. Cooper & Scully, P.C. will litigate these claims under the following arrangement: 20% attorney s fee for any recoveries before suit is filed or within the first 120 days of the lawsuit; COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 4 of 8

5 Case Document 3262 Filed in TXSB on 08/13/14 Page 5 of 8 30% attorney s fees for any recoveries between the 121st day after suit is filed and 60 days before the first trial setting, whichever is earlier; 40% attorney s fees for any recoveries from 59 days before the first trial setting forward or 60 days before trial forward, whichever is earlier. Cooper & Scully, P.C. will front all expenses, and any expenses will be reimbursed from recoveries in fraudulent transfer matters. Cooper & Scully, P.C. will receive their contingency fee and any expenses directly (and solely) from amounts recovered with respect to the causes of action specified in this section, and will be paid first over all parties entitled to receive funds from said recovery. To the extent that the Trustee requests that Cooper & Scully, P.C. perform additional services not contemplated by the Application to Employ and attached Exhibits, the Trustee shall seek by further application to the Court approval for any such additional services, and such application shall set forth, besides the additional services to be performed, any additional compensation that may be sought to be paid for such additional services. To the extent applicable, the requirements of Bankruptcy Rule 6004(a) are hereby waived and this Order shall be immediately effective and enforceable upon its entry. NPI/ORRI DECLARATORY LITIGATION AND RELATED PREFERENCES IT IS FURTHER ORDERED the Trustee may hire Cooper & Scully, P.C. to litigate adversary proceedings currently on file related to NPI and ORRI payments and other similar cases relating to NPI and ORRI arrangements and contracts. These are pre- and post-petition payments to various parties related to royalty interest. Cooper & Scully, P.C. will litigate these claims under the following arrangement: 20% attorney s fee for any recoveries before suit is filed or within the first 120 days of the lawsuit; COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 5 of 8

6 Case Document 3262 Filed in TXSB on 08/13/14 Page 6 of 8 30% attorney s fees for any recoveries between the 121st day after suit is filed and 60 days before the first trial setting, whichever is earlier; 40% attorney s fees for any recoveries from 59 days before the first trial setting forward or 60 days before trial forward, whichever is earlier. Cooper & Scully, P.C. will front all expenses, and any expenses will be reimbursed from recoveries from the Estate s portion of the recovery. Cooper & Scully, P.C. will receive their contingency fee and any expenses directly (and solely) from the amounts recovered with respect to the causes of action specified in this section and will be paid first over all parties entitled to receive funds from said recovery. To the extent that the Trustee requests that Cooper & Scully, P.C. perform additional services not contemplated by the Application to Employ and attached Exhibits, the Trustee shall seek by further application to the Court approval for any such additional services, and such application shall set forth, besides the additional services to be performed, any additional compensation that may be sought to be paid for such additional services. To the extent applicable, the requirements of Bankruptcy Rule 6004(a) are hereby waived and this Order shall be immediately effective and enforceable upon its entry. BREACH OF CONTRACT/INDEMNITY LITIGATION IT IS FURTHER ORDERED the Trustee may hire Cooper & Scully, P.C. to pursue contractors and insurers for breach of contract related to indemnity and/or insurance code violations. Cooper & Scully, P.C. will litigate these claims under the following arrangement: 25% attorney s fee for any recoveries before suit is filed or within the first 120 days of the lawsuit; 33% attorney s fees for any recoveries between the 121st day after suit is filed and 60 days before the first trial setting, whichever is earlier; 40% attorney s fees for any recoveries from 59 days before the first trial setting forward or 60 days before trial forward, whichever is earlier. COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 6 of 8

7 Case Document 3262 Filed in TXSB on 08/13/14 Page 7 of 8 Cooper & Scully, P.C. will front all expenses, and any expenses will be reimbursed from recoveries from the estate s portion of the recovery. Cooper & Scully, P.C. will receive their contingency fee and any expenses directly (and solely) from the amounts recovered with respect to the causes of action specified in this section and will be paid first over all parties entitled to receive funds from said recovery. To the extent that the Trustee requests that Cooper & Scully, P.C. perform additional services not contemplated by the Application to Employ and attached Exhibits, the Trustee shall seek by further application to the Court approval for any such additional services, and such application shall set forth, besides the additional services to be performed, any additional compensation that may be sought to be paid for such additional services. To the extent applicable, the requirements of Bankruptcy Rule 6004(a) are hereby waived and this Order shall be immediately effective and enforceable upon its entry. CLAIMS AGAINST FORMER OFFICERS AND DIRECTORS OF ATP OIL & GAS IT IS FURTHER ORDERED the Trustee may hire Cooper & Scully, P.C. to pursue potential claims against former officers and directors of ATP Oil and Gas Corporation. Cooper & Scully, P.C. will litigate these claims under the following contingency fee arrangement: RANGE OF RECOVERY C&S RECOVERY UP TO 60 DAYS BEFORE INITIAL TRIAL SETTING C&S RECOVERY AFTER THAT DATE $0 - $15 million 33% 35% $15,000,001 - $30 million 28% 30% Over $30 million 25% 27% Cooper & Scully, P.C. will front all expenses, and any expenses will be reimbursed from recoveries from the estate s portion of the recovery. Cooper & Scully, P.C. will receive their COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 7 of 8

8 Case Document 3262 Filed in TXSB on 08/13/14 Page 8 of 8 contingency fee and any expenses directly (and solely) from the amounts recovered with respect to the causes of action specified in this section and will be paid first over all parties entitled to receive funds from said recovery. To the extent that the Trustee requests that Cooper & Scully, P.C. perform additional services not contemplated by the Application to Employ and attached Exhibits, the Trustee shall seek by further application to the Court approval for any such additional services, and such application shall set forth, besides the additional services to be performed, any additional compensation that may be sought to be paid for such additional services. To the extent applicable, the requirements of Bankruptcy Rule 6004(a) are hereby waived and this Order shall be immediately effective and enforceable upon its entry. IT IS FURTHER ORDERED that should Rodney Tow, Trustee, desire for the law firm to perform any additional professional services, other than those authorized herein, or should Applicant desire to appoint additional counsel to perform legal services, leave is hereby granted for Applicant to file such other applications or supplemental applications as may be necessary. SIGNED this day of, THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE COOPER & SCULLY, P.C. AS SPECIAL COUNSEL (Dkt. No. 3241) Page 8 of 8

9 Case Document Filed in TXSB on 08/13/14 Page 1 of 2 EXHIBIT 1

10 Case Document Filed in TXSB on 08/13/14 Page 2 of 2 Exhibit 1 Cooper & Scully, P.C. Timekeeper Billing Rates Timothy Micah Dortch Partner $ R. Brent Cooper Partner $ Gordon Wright Partner $ Chris Lindstrom Senior Attorney $ Lauren Tow Associate $ Maryssa Simpson Associate $ Luisa Ulluela Paralegal $ D/909276v1