Case Document 1870 Filed in TXSB on 05/13/13 Page 1 of 7

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1 Case Document 1870 Filed in TXSB on 05/13/13 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: ATP Oil & Gas Corporation, Chapter 11 Debtor. Case No EMERGENCY MOTION TO ABATE THE MOTION OF DAVIS OFFSHORE, L.P. AND CALYPSO EXPLORATION, LLC F/K/A STEPHENS PRODUCTION COMPANY, LLC FOR RELIEF FROM AUTOMATIC STAY AND/OR MODIFICATION OF THE AUTOMATIC STAY TO PROCEED WITH ARBITRATION A HEARING WILL BE CONDUCTED ON THIS MATTER ON MAY 16, 2013 AT 1:30 P.M., AT U.S. BANKRUPTCY COURT, 515 RUSK AVENUE, HOUSTON, TEXAS IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY-THREE (23) DAYS* FROM THE DATE YOU WERE SERVED WITH THIS PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. *EMERGENCY RELIEF HAS BEEN REQUESTED. IF THE COURT CONSIDERS THE MOTION ON AN EMERGENCY BASIS, THEN YOU WILL HAVE LESS THAN TWENTY-ONE (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. Pioneer Natural Resources USA, Inc. ( Pioneer ), a party in interest herein, files this Emergency Motion to Abate consideration of the Motion of Davis Offshore, L.P. ( Davis ) and Calypso Exploration, LLC f/k/a Stephens Production Company, LLC ( Calypso ) for Relief

2 Case Document 1870 Filed in TXSB on 05/13/13 Page 2 of 7 from Automatic Stay and/or Modification of the Automatic Stay to Proceed With Arbitration (Doc. No. 1675) and respectfully states as follows: BACKGROUND 1. On April 4, 2013, Davis and Calypso filed a motion seeking relief from the automatic stay to arbitrate a dispute involving Pioneer, Davis, Calypso, and the Debtor (the Stay Relief Motion ), pursuant to an Order from the District Court in the Eastern District of Louisiana. The Stay Relief Motion follows a prior attempt by the movants to lift the automatic stay in October On April 16, 2013, Pioneer filed a Limited Response and Reservation of Rights with respect to the Stay Relief Motion. 3. On May 2, 2013, the Court held a hearing on the Stay Relief Motion and indicated that the Court would grant that motion, in part, and allow the arbitration of claims as set forth on the record at the hearing. In particular, the Court stated that the automatic stay would be lifted to permit Pioneer to adjudicate certain claims involving the Debtor set forth in a May 2012 letter by Pioneer to the Debtor; provided that no party could take any action to enforce any affirmative claim or right of setoff or recoupment against the Debtor without further Court order. 1 The Court instructed the parties to submit a proposed Order to the Court within fourteen days after the hearing. 4. Thereafter, on May 7, 2013, the Debtor held an auction for the sale of substantially all of its assets and selected the bid of Credit Suisse AG, the administrative and collateral agent for the DIP Lenders, as the winning bid. This bid (the DIP Lenders Bid ) provides for a to-be-formed entity, Tent Holdings, LLC, to purchase and assume, among other 1 The Court s oral ruling did not limit the parties from making any argument in support of their respective claims and defenses.

3 Case Document 1870 Filed in TXSB on 05/13/13 Page 3 of 7 things, all Claims of the Debtor, which would include the Debtor s alleged claims against Pioneer that were the subject of the Stay Relief Motion. Tent Holdings is also proposing to assume obligations that accompany the purchased assets. 5. The hearing to approve the DIP Lenders Bid and the sale of the Debtor s assets was originally scheduled for May 9, However, because of the numerous objections to the sale received by the Debtor, the Debtor requested, and the Court permitted, the May 9 hearing to serve as a status conference. The sale hearing has been rescheduled for May 23, 2013, although several parties at the status conference expressed skepticism whether the Debtor would be prepared to move forward on May 23. If the sale to Tent Holdings ultimately is approved by the Court, Debtor s counsel stated that it is contemplated that closing would take place in approximately seventy-five days. 6. The Debtor s proposed (but not yet approved and closed) sale to Tent Holdings creates substantial practical and logistical obstacles to framing an appropriate order with respect to the Stay Relief Motion. Until the proposed sale is approved and consummated, the Debtor remains the owner of the alleged claims (along with potential liabilities) to be resolved in the Arbitration. However Tent Holdings will, presumably, become the owner of those rights and obligations in the near future and will become the real party in interest in the Arbitration. If the Stay Relief Motion is granted now and Arbitration is allowed to proceed, the time for selection of arbitrators and other actions to be taken in that proceeding will commence. The Debtor would be required to participate on an interim basis and to make decisions that will bind the proposed purchaser. Proceeding in this manner would be extremely wasteful if the proposed purchaser, upon the sale closing, appears in the Arbitration and attempts to unwind decisions previously made or to re-litigate issues already decided.

4 Case Document 1870 Filed in TXSB on 05/13/13 Page 4 of 7 RELIEF REQUESTED AND BASIS THEREFOR 7. Pioneer seeks entry of an Order, on an expedited basis, abating the Stay Relief Motion until the earlier of: (i) the closing of the Debtor s proposed sale to Tent Holdings; or (ii) confirmation that such sale will not close. 8. Pursuant to Bankruptcy Code section 105(a), along with the Court s broad discretion with respect to motions to lift the automatic stay and its inherent power to control its docket, the Court clearly has the authority to abate the Stay Relief Motion. See, e.g., 11 U.S.C. 105(a) (providing that the Court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. ); In re S.I. Acquisition, Inc., 817 F.2d 1142, 1146 n.3 (5th Cir. 1987) ( [A] bankruptcy court has the inherent power of courts under their general equity powers and in the efficient management of their dockets to grant a stay. ) (internal quotation marks omitted)). 9. The change in circumstances resulting from the Debtor s auction and the inclusion in the DIP Lenders APA of the alleged claims at issue in the Arbitration is a basis for abating or staying the Stay Relief Motion until the sale process has been completed. Any order on the Stay Relief Motion would have to take into account contingencies such as the possibility that Tent Holdings might reject the Clipper assets (as permitted under the APA). The order would also have to take into account that if and when the Debtor s alleged claims and obligations are transferred to Tent Holdings, neither the automatic stay nor the limitations expressed by the Court should apply and that the stay should still be lifted to permit discovery from the Debtor. Because these issues arose after the Debtor s auction, they were not addressed by the parties and the Court at the May 2 hearing.

5 Case Document 1870 Filed in TXSB on 05/13/13 Page 5 of As soon as the stay is lifted, the Clipper Offshore Operating Agreement ( COOA ) requires the parties to complete the following arbitration milestones on the following schedule: (a) the parties shall have 30 days from delivery of Notices of Intention to Arbitrate to mutually agree on an arbitrator 2 (see COAA, Exh. H, II.D); (b) the parties shall provide written Submissions to the Arbitrator within 30 days after the Arbitrator is selected (see id. II.G); and (c) discovery begins 30 days after the receipt of the other parties Submissions (see id. II.I). There is no reason for the Debtor to engage in these important arbitration activities simply as a stand-in for its proposed purchaser. As noted, this course of action creates the risk that Tent Holdings might later attempt to re-litigate the actions taken by the Debtor, resulting in further cost, delay, and potential prejudice to Pioneer. 11. Expedited consideration of this Motion should be permitted because at the May 3, 2013 hearing on the Stay Relief Motion, the Court established a deadline of Thursday, May 16, for the parties to file a proposed order. Following that hearing, an event having a material impact on the Stay Relief Motion has occurred, necessitating the filing of this Motion to Abate. Absent expedited consideration, this Motion to Abate may become moot, causing the parties to incur costs engaging in arbitration proceedings with a party that has proposed to sell its claims. 12. Pioneer has attempted to communicate with the Debtor and the DIP Lenders with respect to its request to abate the Stay Relief Motion. Based on the responses Pioneer has received, Pioneer expects that this motion will be opposed. 2 Prior to Debtor s bankruptcy, the parties had exchanged Notices of Intention to Arbitrate and were in the process of selecting an Arbitrator. Under the COOA, therefore, the parties will have no more than 30 days to mutually select an Arbitrator once the stay is lifted.

6 Case Document 1870 Filed in TXSB on 05/13/13 Page 6 of 7 CONCLUSION For the foregoing reasons, Pioneer requests entry of an order abating the Stay Relief Motion until the earlier of: (i) the closing of the Debtor s proposed sale to Tent Holdings; or (ii) confirmation that such sale will not close. Respectfully submitted this 13 th day of May Respectfully submitted, By:_/s/ Mark W. Wege Mark W. Wege Texas Bar No MWege@kslaw.com Eric M. English Texas Bar No EEnglish@kslaw.com KING & SPALDING LLP 1100 Louisiana, Suite 4000 Houston, Texas Telephone: (713) Fax: (713) Sam W. Cruse III State Bar No GIBBS & BRUNS LLP 1100 Louisiana, Suite 5300 Houston, Texas Telephone: Facsimile: scruse@gibbsbruns.com Andrew McCollam III State Bar No MCCOLLAM LAW FIRM, PC 2777 Allen Parkway, Suite 977 Houston, Texas Telephone: Facsimile: drew@mccollamlaw.com ATTORNEYS FOR PIONEER NATURAL RESOURCES USA, INC.

7 Case Document 1870 Filed in TXSB on 05/13/13 Page 7 of 7 CERTIFICATE OF SERVICE I certify that the foregoing has been served electronically through the Clerk s Office ECF noticing facility upon the parties eligible to receive notice on this 13 th day of May A true and correct copy was also served electronically on May 13, 2013 upon the Debtor s Noticing Agent as listed below, for service upon the remaining parties listed in the Master Service List maintained in this case. Atpinfo@kcclls.com Kurtzman Carson Consultants LLC /s/ Mark W. Wege Mark W. Wege

8 Case Document Filed in TXSB on 05/13/13 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: ATP Oil & Gas Corporation, Chapter 11 Debtor. Case No ORDER GRANTING EMERGENCY MOTION TO ABATE MOTION OF DAVIS OFFSHORE, L.P. AND CALYPSO EXPLORATION, LLC F/K/A STEPHENS PRODUCTION COMPANY, LLC FOR RELIEF FROM AUTOMATIC STAY AND/OR MODIFICATION OF THE AUTOMATIC STAY TO PROCEED WITH ARBITRATION (Related to Doc. No. ) Upon consideration of the Emergency Motion to Abate the Motion of Davis Offshore, L.P. and Calypso Exploration, LLC f/k/a Stephens Production Company, LLC for Relief From Automatic Stay and/or Modification of the Automatic Stay to Proceed with Arbitration (the Emergency Motion ) filed by Pioneer Natural Resources USA, Inc.; and the Court having jurisdiction to consider the Emergency Motion; and venue being proper before this Court; and good and sufficient notice of the Emergency Motion having been provided, and no other or further notice need be provided; and the Court having determined that the legal and factual bases set forth in the Emergency Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Emergency Motion is GRANTED; and it is further ORDERED that the Motion of Davis Offshore, L.P. and Calypso Exploration, LLC f/k/a Stephens Production Company, LLC for Relief From Automatic Stay and/or Modification of the Automatic Stay to Proceed with Arbitration is abated until the earlier of: (i) the closing of the Debtor s proposed sale to Tent Holdings; or (ii) confirmation that such sale will not close.

9 Case Document Filed in TXSB on 05/13/13 Page 2 of 2 SIGNED this day of, MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE