Case Document 3947 Filed in TXSB on 02/15/17 Page 1 of 6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

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1 Case Document 3947 Filed in TXSB on 02/15/17 Page 1 of 6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: ATP OIL & GAS CORPORATION CASE NO DEBTOR CHAPTER 7 JOINT MOTION TO CONFIRM EXTINGUISHMENT OF OBLIGATIONS Rodney Tow, Chapter 7 Trustee (the "Trustee") for ATP Oil & Gas Corporation ( ATP ), Marubeni Oil & Gas (USA) Inc. ("MOGUS"), and Marathon Oil Company ("Marathon") 1 hereby file this Joint Motion to Confirm Extinguishment of Obligations ("Joint Motion"), which specifically relates to the following motion and order previously entered in this case: 1. JOINT MOTION AND INCORPORATED MEMORANDUM PURSUANT TO FED. R. BANKR. P. 9019, 2002, 6004 AND 11 U.S.C. 105, 363, AND 365 FOR ORDERS (i) APPROVING COMPROMISES AND SETTLEMENTS BETWEEN DEBTOR, MARUBENI OIL & GAS (USA) INC., AND THE WILLIAMS COMPANIES, INC.; (ii) APPROVING THE SALE OF DEBTOR S INTEREST IN CERTAIN INVENTORY FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES; (iii) APPROVING ASSUMPTION AND ASSIGNMENT OF CERTAIN RIGHTS OF WAY FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES; (iv) APPROVING CERTAIN PROCEDURES RELATED TO THE ASSUMPTION AND THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS; (v) APPROVING REJECTION OF CERTAIN EXECUTORY CONTRACTS AND INCORPORATING PROCEDURES RELATING THERETO; (vi) APPROVING THE FORM AND MANNER OF THE NOTICE OF THE SALE AND HEARING THEREON; AND (vii) FOR ADDITIONAL RELIEF CONSISTENT THEREWITH (Docket No. 2937) (with all exhibits, the "Canyon Express P&A Motion"); and 2. FINAL ORDER APPROVING: (i) COMPROMISES AND SETTLEMENTS BETWEEN THE DEBTOR AND MARUBENI OIL & GAS (USA) INC. AND BETWEEN THE DEBTOR AND THE WILLIAMS COMPANIES, INC.; (ii) SALE OF 1 In this Joint Motion, the Trustee, MOGUS, and Marathon are referred to as the "Joint Movers". 1

2 Case Document 3947 Filed in TXSB on 02/15/17 Page 2 of 6 DEBTOR'S INTEREST IN CERTAIN INVENTORY FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES; (iii) ASSUMPTION AND ASSIGNMENT OF CERTAIN RIGHTS OF WAY FEE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES; (iv) APPROVIDNG CERTAIN PROCEDURES RELATED TO THE ASSUMPTION AND THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND/OR UNEXPIRED LEASES; (v) REJECTION OF CERTAIN EXECUROTY CONTRACTS AND INCORPORATING PROCEDURES RELATING THERETO; (vi) FORM AND MANNER OF THE SALE AND THE SALE HEARING; (vii) GRANTING RELEATED RELIEF CONSISTENT THEREWITH (Docket No. 2987) (with all exhibits, the "Canyon Express P&A Order"). BACKGROUND The Canyon Express P&A Motion was filed on January 31, 2014 and entailed a comprehensive set of documents to support the decommissioning of the Canyon Express Assets. 2 The Canyon Express P&A Order was entered on February 27, Pursuant to the Canyon Express P&A Motion and the Canyon Express P&A Order, it was contemplated that MOGUS would take the lead in decommissioning the Canyon Express Assets. In several places within the Canyon Express P&A Motion and the Canyon Express P&A Order, MOGUS reserved rights against any parties sharing in the decommissioning liabilities associated with the Canyon Express Assets. Marathon is one of several such parties. Specific to Marathon, ATP agreed to make available to the Decommissioning Escrow (or the Fund) all proceeds to which it was contractually entitled pursuant to the Section 2.1 of the Marathon PSA, said sum being $12.5 million 3 upon successful decommissioning of the MC 348 #1 S/T Well (API Number ) ("MC 348 #1 Well"), the MC 348 #2 S/T Well (API Number ) (MC 348 #2 Well), and the CEPS. To the Trustee s knowledge, ATP has not assigned any of its rights to make a claim under Section 2.1 of the Marathon PSA. The Trustee has not assigned any of ATP s rights under the Marathon PSA. 2 All defined terms utilized herein without a separate definition have the meanings ascribed to them in the Canyon Express P&A Motion. 3 Defined as "Allocated Amounts" in Exhibit 7 to the Canyon Express P&A Motion. 2

3 Case Document 3947 Filed in TXSB on 02/15/17 Page 3 of 6 After entry of the Canyon Express P&A Order, MOGUS has undertaken significant decommissioning activities in relation to the Canyon Express Assets, specifically including plugging and abandoning the MC 348 #1 Well, the MC 348 #2 Well, and the CEPS. The decommissioning undertaken so far for the MC 348 #1 Well, the MC 348 #2 Well, and the CEPS has resulted in costs in excess of the amounts for which Marathon was obligated to reimburse ATP under the Marathon PSA. RELIEF REQUESTED Although there are several references to the manner in which ATP agreed to contribute the Allocated Amounts to which it is entitled from Marathon pursuant to the Marathon PSA, paragraph 18 of the Abandonment Fund Agreement (Exhibit 6 to the Canyon Express P&A Motion) provides the most succinct summary of ATP's agreement in that regard: 18. ATP shall contribute all of its right, title and interest in and to the Allocated Amounts as provided in the Marathon PSA to the Fund in accordance with the Contribution Agreement, and ATP shall use commercially reasonable efforts to assist Marubeni as required to provide satisfactory evidence to Marathon of satisfaction of the Abandonment Obligations and to provide the Abandonment Notice as required by the Marathon PSA so that, as relevant, Marathon wires the respective Allocation Amounts to the Fund in accordance with the Marathon PSA and with the Contribution Agreement. Subject to entry of an order approving this Joint Motion, Marathon has agreed to pay to the Fund, or directly to MOGUS as administrator of the Fund and as the only party which has incurred and paid any expenses associated with the MC 348 #1 Well, the MC 348 #2 Well, and the proportionate share of CEPS associated with the section 2.1 of the Marathon PSA, the Allocated Amounts. In support thereof, and in conjunction with entry of the order approving this Joint Motion, but only effective upon Marathon's Payment of the Allocated Amounts to MOGUS, ATP seeks an order from this Court confirming that (i) the ATP estate is the only party entitled to make a claim under section 2.1 of the Marathon PSA because neither ATP nor the 3

4 Case Document 3947 Filed in TXSB on 02/15/17 Page 4 of 6 Trustee has assigned its right to make a claim under section 2.1 of the Marathon PSA; and (ii) the ATP estate s rights to make a claim against Marathon undersection 2.1 of the Marathon PSA for payment of the Allocated Amounts are extinguished and released for all purposes. In addition, Marathon waives any right to formal notification, certification, or evidence as to completion of decommissioning activities associated with the MC 348 #1 Well, the MC 348 #2 Well, and the CEPS which may be required by section 2.1 of the Marathon PSA, thereby alleviating the ATP estate from any additional administrative burdens. Wherefore, with the premises considered, the Joint Movers request that this Court enter an order granting this Joint Motion confirming: 1. That the ATP estate is the only party entitled to make a claim under section 2.1 of the Marathon PSA. 2. That upon Marathon's payment of the Allocated Amounts to either the Fund or MOGUS as administrator of the Fund and as the only party which has incurred and paid any expenses associated with the MC 348 #1 Well, the MC 348 #2 Well, and the proportionate share of CEPS associated with section 2.1 of the Marathon PSA, all obligations of Marathon to ATP and its estate associated therewith are extinguished and released in full for all purposes; and 3. In conjunction with the payment of the Allocated Amounts delineated in paragraph 1, immediately above, the Trustee, ATP, and its estate will be relieved of any administrative obligations to provide formal notification, certification, or evidence as to completion of decommissioning activities associated with the MC 348 #1 Well, the MC 348 #2 Well, and the CEPS which may be required by the section 2.1 of Marathon PSA. 4

5 Case Document 3947 Filed in TXSB on 02/15/17 Page 5 of 6 Dated: February 15, 2017 Respectfully submitted: DIAMOND McCARTHY LLP /s/ Charles M. Rubio Kyung S. Lee TBA No klee@diamondmccarthy.com Charles M. Rubio TBA No crubio@diamondmccarthy.com Christopher R. Murray TBA No cmurray@diamondmccarthy.com Two Houston Center 909 Fannin, 15th Floor Houston, TX Telephone: (713) Facsimile: (713) Counsel for Trustee LOOPER GOODWINE PC /s/ Paul J. Goodwine Paul J. Goodwine La. Bar No pgoodwine@loopergoodwine.com 650 Poydras Street, Suite 2400 New Orleans, LA Telephone: (504) Facsimile: (504) Counsel for MOGUS LISKOW & LEWIS /s/ Michael D. Rubenstein Michael D. Rubenstein TBA No mdrubenstein@liskow.com 1001 Fannin Suite 1800 Houston, TX Telephone: (713) Facsimile: (713) Counsel for Marathon 5

6 Case Document 3947 Filed in TXSB on 02/15/17 Page 6 of 6 CERTIFICATE OF SERVICE I certify that on February 15, 2017, I caused a true and correct copy of the foregoing document to be (i) served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas to all parties registered to receive such service; and (ii) transmitted to the parties listed on the attached Master Service List by pursuant to the Order Establishing Notice Procedures [Dkt. No. 3189]. /s/ Charles M. Rubio Charles M. Rubio 6

7 Case Document Filed in TXSB on 02/15/17 Page 1 of 2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: ATP OIL & GAS CORPORATION CASE NO DEBTOR CHAPTER 7 ORDER CONFIRMING EXTINGUISHMENT OF OBLIGATIONS Upon consideration of the Joint Motion to Confirm Extinguishment of Obligations ("Joint Motion") (Docket No. ) filed by Rodney Tow, Trustee (the "Trustee"), Marubeni Oil & Gas (USA) Inc. ("MOGUS"), and Marathon Oil Company ("Marathon"), 1 and upon consideration of the Final Order Approving: (I) Compromises and Settlements Between the Debtor and Marubeni Oil & Gas (USA) Inc. and Between the Debtor and the Williams Companies, Inc.; (II) Sale of Debtor's Interest In Certain Inventory Free and Clear of Liens, Claims And Encumbrances; (III) Assumption and Assignment of Certain Rights of Way Fee and Clear of Liens, Claims and Encumbrances; (IV) Approving Certain Procedures Related To the Assumption and the Assumption and Assignment of Certain Executory Contracts and/or Unexpired Leases; (V) Rejection of Certain Executory Contracts and Incorporating Procedures Relating Thereto; (VI) Form And Manner Of The Sale And The Sale Hearing; (VII) Granting Related Relief Consistent Therewith (Docket No. 2987) (with all exhibits, the "Canyon Express P&A Order") and after reviewing the record and considering statements of counsel made on the record: IT IS HEREBY FOUND, DETERMINED AND ORDERED THAT: 1 All defined terms utilized herein and not otherwise defined have the meanings ascribed to them in the Joint Motion. 1

8 Case Document Filed in TXSB on 02/15/17 Page 2 of 2 1. The ATP estate is the only party entitled to make a claim under section 2.1 of the Marathon PSA; 2. That upon Marathon's payment of the Allocated Amounts to either the Decommissioning Escrow or MOGUS as administrator of the Decommissioning Escrow and as the only party which has incurred and paid any expenses associated with the plugging and abandonment and decommissioning of the MC 348 #1 Well, the MC 348 #2 Well, and the proportionate share of CEPS associated with section 2.1 of the Marathon PSA, all obligations of Marathon to ATP and its estate associated therewith are extinguished and released in full for all purposes; and 3. In conjunction with the payment of the Allocated Amounts by Marathon as set out above in paragraph 2, the Trustee, ATP, and its estate will be relieved of any administrative obligations to provide formal notification, certification, or evidence as to completion of decommissioning activities associated with the MC 348 #1 Well, the MC 348 #2 Well, and the CEPS which may be required by the section 2.1 of Marathon PSA. SIGNED this day of, THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE 2