8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED: September 20, 2012

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 001-32647

Texas	76-0362774
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4600 Post Oak Place, Suite 100 Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

(713) 622-3311

(Registrant’s telephone number, including area code)

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 17, 2012, ATP Oil & Gas Corporation (the “Company”) filed a voluntary petition for relief (the “Bankruptcy Filing”) under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) Case No. 12-36187.

On September 20, 2012 but effective September 18, 2012, ATP East Med Number 1 B.V., a wholly owned, indirect subsidiary of the Company (“ATP East Med”), entered into an agreement (the “Option Agreement”) with Moncrief Oil International Inc. (“Moncrief”) pursuant to which ATP East Med granted to Moncrief, or an affiliate of Moncrief, an option for 90 days to purchase all of ATP East Med’s working interests in properties located in the Mediterranean Sea (the “Interests”). The Option Agreement also provides that the Company, subject to certain conditions, will sell to Moncrief all of its working interests in the same properties. The Option Agreement provides for a number of conditions, including (i) a mutually agreeable purchase and sale agreement containing normal and customary representations and warranties and indemnification provisions, (ii) satisfactory diligence, (iii) consent by the other working interests owners and (iv) Bankruptcy Court approval. If consummated, Moncrief will pay to ATP East Med an amount equal to all of ATP East Med’s expenses incurred with respect to the Interests, with a portion of such amount being distributed to ATP East Med’s trade creditors and other portions of such amount being distributed to ATP East Med over a 180 day period.

Moncrief may terminate the Option Agreement at any time without penalty if in its sole opinion the investment is not sound technically or commercially or it is unlikely to receive necessary approvals from the other working interest owners or the Israeli Ministry of Energy and Water Resources. ATP East Med may terminate the Option Agreement at any time without penalty if an Israeli court issues an order requiring that all or any part of the Interests be sold to another party.

ATP East Med was not a party to the Bankruptcy Filing.

The foregoing summary of the Option Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Option Agreement, which is attached hereto as Exhibit 10.1, and any order entered by the Bankruptcy Court.

Item 7.01. Regulation FD Disclosure.

The Bankruptcy Court has approved an amendment to the Company’s Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (the “DIP Credit Agreement”), which the parties thereto are working to finalize. In connection with the amendment to the DIP Credit Agreement, the Company filed with the Bankruptcy Court certain revised projected financial information and hydrocarbon information (the “Projections”) that were provided to the lenders.

The Projections reflect numerous assumptions, including, among other things, with respect to (i) expectations regarding oil and natural gas markets in the U.S., U.K. and Israel, (ii) estimates of quantities of our proved reserves and the present value thereof, and the timing of future production of oil and natural gas, (iii) operational factors affecting the commencement or maintenance of producing wells, including catastrophic weather-related damage, unscheduled outages or repairs, or unanticipated changes in drilling equipment costs or rig availability, (iv) costs and other effects of legal and administrative proceedings, settlements, investigations and claims, (v) payment obligations on the Company’s debt instruments, (vi) retention of the Company’s management team and other key personnel, (vii) asset retirement obligations, (viii) general business and economic conditions, (ix) competitive forces, (x) the actions of regulatory agencies and governmental bodies and (xi) decisions regarding the timing of the Company’s capital projects. Many of these assumptions are beyond the Company’s control and some or all of the assumptions may not materialize. In addition, unanticipated events and circumstances with regard to any of the above assumptions or other matters not listed above may affect the Company’s actual financial results in the future.

The Projections are based upon an analysis of the data available to the Company at the time of the Projections and are not guarantees of actual results. Due to the uncertainties inherent in any projections, the Company’s management is unable to represent or warrant that the information contained in the Projections is without inaccuracies and no assurance can be given or is given that the Projections will be realized. Therefore, while the Projections are necessarily presented with numerical specificity, the actual results achieved for the projected periods may vary from the projected results and are subject to significant uncertainties, contingencies, risks and assumptions, many of which are beyond the Company’s control. These variations may be material. Accordingly, no representation can be made or is made with respect to the accuracy of the Projections or the Company’s ability to achieve the projected results, and the Projections should not be relied upon as a guaranty, representation or other assurance of the actual results that will occur.

The Company does not, as a matter of course, make public projections of its anticipated results of operations, financial position or cash flows. Accordingly, the Company disclaims any obligation to furnish updated projections to reflect any changed circumstances, including actual industry performance or the general economic or business climate or other matters affecting the Projections that differ from those upon which the Projections have been based.

The Projections were not prepared in accordance with standards for projections promulgated by the American Institute of Certified Public Accountants or with a view to comply with published guidelines of the Securities and Exchange Commission regarding projections or forecasts. Neither the Company’s independent registered public accountants, any other independent accountants nor its independent reserve engineers have compiled, examined or performed any procedures with respect to the Projections to determine the reasonableness thereof, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Projections.

A copy of the Projections is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On September 20, 2012, the Company filed with the Bankruptcy Court its monthly operating report for August 17, 2012 through August 31, 2012 (the “Monthly Operating Report”). A copy of the Monthly Operating Report is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These statements involve certain risks and uncertainties that may be beyond our control and may cause our actual future results to differ materially from our current expectations both in connection with the Chapter 11 filings and the Company’s business and financial prospects. Statements of management’s expectations, including its desire to successfully restructure in order to position the Company for long term viability and success, to address its financial challenges, to address important issues in an orderly way and to make the Company stronger and more competitive are based on current assumptions and expectations. No assurance can be made that these events will come to fruition. We do not undertake to update our forward-looking statements. Factors that could affect our results include, but are not limited to: (i) the ability of the Company to continue as a going concern, (ii) the ability of the Company to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 case, (iii) the ability of the Company to prosecute, develop and consummate one or more plans of reorganization with respect to the Chapter 11 case, (iv) the effects of the Bankruptcy Filing on the Company and the interests of various creditors, equity holders and other constituents, (v) Bankruptcy Court rulings in the Chapter 11 case and the outcome of the cases in general, (vi) the length of time the Company will operate under the Chapter 11 case, (vii) risks associated with third-party motions in the Chapter 11 case, which may interfere with the ability of the Company to develop one or more plans of reorganization and consummate such plans once they are developed, (viii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations, (ix) the ability to execute the Company’s business and

restructuring plans, (x) increased legal costs related to the Company’s Bankruptcy Filing and other litigation, and (xi) the ability of the Company to maintain contracts that are critical to its operation, including to obtain and maintain normal terms with their vendors, customers, landlords and service providers and to retain key executives, managers and employees. In the event that the risks disclosed in the Company’s public filings and those discussed above cause results to differ materially from those expressed in the Company’s forward-looking statements, the Company’s business, financial condition, results of operations or liquidity, and the interests of creditors, equity holders and other constituents, could be materially adversely affected. The Company undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to the Company’s Form 10-K and Form 10-Q reports.

Additional information regarding the Bankruptcy Filings is available on the internet at www.atpog.com. Filings with the Bankruptcy Court and claims information are available at www.kccllc.net/atpog.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit	Exhibit Description
10.1	Agreement between ATP East Med Number 1 B.V. and Moncrief Oil International Inc.
99.1	Projections
99.2	Monthly Operating Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.

	ATP Oil & Gas Corporation
Date: September 26, 2012	By:	/s/ Albert L. Reese Jr.
		Albert L. Reese Jr. Chief Financial Officer

Exhibit Index

Exhibit	Exhibit Description
10.1	Agreement between ATP East Med Number 1 B.V. and Moncrief Oil International Inc.
99.1	Projections
99.2	Monthly Operating Report

EX-10.1

Exhibit 10.1

AGREEMENT

between

ATP East Med Number 1 B.V.,

and

Moncrief Oil International Inc.

Company grants Investor the Right to purchase the Company Interests (defined below) on the terms set forth below, subject to any necessary consents under the operating agreements covering the Company License Interests (the “JOA Consents”) and any other relevant contractual consents.

Company:

ATP East Med Number 1 B.V., with its principle place of business at Dokweg 31, 1976 CA Ijmuiden, The Netherlands, (the “Company”)

Investor:

Moncrief Oil International Inc, (“Moncrief”) with its principle place of business at 301 Commerce Street, Suite 3600, Fort Worth, Texas 76102 U.S.A. or an affiliate of Moncrief on behalf of Moncrief any of its oil company consortium partners, and potentially Bandel East Med Ltd and/or an affiliate (“Bandel”) that may join Moncrief as co-investors in the Proposed Transaction (collectively the “Investor”). Company and Investor are sometimes referred to individually as “Party” and collectively as the “Parties.”

Primary Terms:

Subject to the JOA Consents and any other relevant contractual consents, Company grants Investor a right for ninety (90) days from the date of signing this Agreement (the “Period”) to purchase the Company Interests described herein (the “Proposed Transaction”) pursuant to the primary terms set out (on attachment 1 hereto), which will be incorporated into a mutually acceptable purchase and sale agreement containing such other provisions as mutually agreed by the Parties, including normal and customary representations and warranties, indemnification provisions, and survival periods for representations, warranties, and indemnifications. Investor has the right to notify the Company that it is terminating this Agreement at any time within the Period (before the fulfillment of all the Conditions Precedent set forth in Attachment 1, B.) without penalty of any kind if in its sole opinion the investment is not sound technically or commercially or it is unlikely to receive necessary approvals from the other participants in the Licenses (as defined below) or the Israeli Ministry of Energy and Water Resources (“Ministry”). The Company may terminate this Agreement (by written notice to Investor) with no further obligations from one Party to the other Party if an Israeli court issues an order requiring that all or any part of the Company Interests be sold to a party other than Investor.

Agreement between ATP and Moncrief

Page 2 of 6

“Company Interests” means collectively the following:

1) Subject to the License Encumbrances, 100% of Company’s participating interest share (the “Company License Interests”) in each the following Licenses:

a.     a 35% participating interest in the 332/Simshon License,

b.     a 35% participating interest in the 391/Daniel West License, and

c.     a 35% participating interest in the 392/Daniel East License

(Individually a “License” and collectively the “Licenses”), The 391/Daniel West License and 392/Daniel East License are sometimes referred to collectively as the “Daniel Licenses”.

Encumbrances on the Company License Interests:

The Company License Interests are subject to (i) that certain letter agreement, dated April 25, 2011, as amended, by and between Bandel Interests, L.L.C. Bandel East Med, LLC, and Bandel Green East Med Cooperatief U.A. (collectively the “Bandel Entities”), ATP Oil & Gas Corporation and ATP East Med Number 1 B.V. (“Bandel Agreement”) under which assignments to Bandel East Med Ltd were made that reduce Company’s participating interest in each License to twenty-seven percent (27%), however, none of such assignments have been approved by the Ministry; (ii) that certain Farmout Agreement, dated February 23, 2011, by and between Isramco Oil and Gas Limited (as Seller), and ATP East Med Number 1 B.V. and ATP Oil & Gas Corporation (collectively as Buyer), which covers the Daniel Licenses, and provides for (a) a certain overriding royalty interest (with respect to 1.75% of 100%) that was retained by Isramco Oil and Gas Limited and is borne by Company’s 35% participating interest in the Daniel Licenses, and (b) a certain carry (equal to 8.75% of 100%) in favor of Isramco Oil and Gas Limited with respect to the first well drilled in the Daniel Licenses that is borne by Company’s 35% participating interest in the Daniel Licenses; and (iii) that certain Farmout Agreement (as amended), dated February 23, 2011, which is by and between Isramco Negev 2 L.P. (as Seller), and ATP East Med Number 1 B.V. and ATP Oil & Gas Corporation (collectively as Buyer), which covers the 332/Shimshon License, and provides for (a) a certain overriding royalty interest (with respect to 1.75% of 100%) that is held by Isramco Oil and Gas Limited and is borne by Company’s 35% participating interest in the Licenses, and (b) a certain carry (equal to 8.75% of 100%) in favor of Isramco Oil and Gas Limited with respect to the first well drilled in the 332/Shimshon License that is borne by Company’s 35% participating interest in the 332/Shimshon License (“Isramco Shimshon Carry”).

2) The Company’s interest in certain Farm Out Agreements with Ratio Oil Exploration (1992) Limited Partnership pertaining to the licenses that may be granted out of the Gal Permit (“Gal Interest”).

Agreement between ATP and Moncrief

Page 3 of 6

3) The Company’s assets associated with the Company License Interests as may be agreed between the Parties.

Access to Company Information for Investor’s Due Diligence Reviews during Period:

During the Period Company shall provide Investor access to all the data, information, documents and records that the Company may disclose to Investor without breaching any obligations of confidentiality and that Investor may reasonably require to conduct its due diligence investigations, which at the minimum shall cover the following (absent any confidentiality obligation restricting Company’s ability to disclose):

• Investor’s technical analysis of the discovery well drilled in the Shimshon License confirming that the potential commercial reserves in the discovered natural gas field are at least 500Bcf;

• Investor’s prospectivity analysis for the Licenses (and other opportunities in which Company had prior agreements and/or understandings with the holders of other licenses) confirming that there are drillable prospects of sufficient quality to warrant the investment in a minimum of two exploration wells (one well in each of the two Daniel Licenses), and additional quality prospectivity across all the Licenses;

• Financial audit of the Company’s past costs incurred on the Licenses;

• Legal audit and assessment of (a) the claims or burdens that have been or are threatened to be made against the Company and/or on the Company Interests and (b) the actions required to mitigate such claims and burdens;

• Existing commercial arrangements with other interested parties;

• License work programs:

• Review of the status of completion or otherwise of all required work program actions and other work that has been or is being performed in respect to the Licenses;

• Actions required to reach full understanding with the other participants in the Licenses and the Ministry on the budgets associated with each of the Licenses’ work program milestones;

• Actions required to advance an accelerated development scheme, if economically warranted, for the Shimshon gas field, the associated pipeline construction and natural gas marketing arrangements.

Notices:	Party	Representative
	ATP East Med Number 1 B.V. c/o ATP Oil & Gas Corporation 4600 Post Oak Place, Suite 100 Houston, Texas 77027-9726	Mr. Leland E. Tate President Telephone: 713.622.3311 Fax: 713-624-7378 E-mail: ltate@atpog.com

Agreement between ATP and Moncrief

Page 4 of 6

Party	Representative
Moncrief Oil International Inc., 301 Commerce Street, Suite 3600, Fort Worth, Texas 76102	Mr. Richard W. Moncrief Chairman and CEO Telephone: (817) 348-8454 Fax: (817) 348-8464 E-mail: Suzanne@moil.com

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America and any disputes amongst the Parties, if not resolved in good faith negotiations between them after fourteen (14) days, shall be resolved by arbitration in Texas under the Rules of the American Arbitration Association (“AAA”) and the Parties shall be bound by the decision of the AAA appointed expert.

Hereby agreed by the Parties on the 18th day of September, 2012:

For ATP East Med Number 1 B.V.

By: /s/ Leland E. Tate

Name: Leland E. Tate

Title: Managing Director

For Moncrief Oil International Inc.
By:	/s/ Richard W. Moncrief
Name:	Richard W. Moncrief
Title:	Chairman, CEO

Agreement between ATP and Moncrief

Page 5 of 6

Attachment 1

To

Agreement

between

ATP East Med Number 1 B.V.,

and

Moncrief Oil International Inc.

Primary Terms of the Definitive Agreement for the Proposed Transaction:

Definitive Agreement elements:

A. Consideration for assignment of the Company Interests to the Investor, Investor will pay the following amounts.

• The amount of the Company’s legitimate past costs properly incurred for its participating interest share (including any past costs associated with the Isramco Shimshon Carry), as of the date of the closing under the Definitive Agreement (the “Closing”), as follows: (a) the Company’s unpaid past costs will be deposited into an escrow account (“Trade Payable Escrow Account”) for the benefit of the Company’s trade creditors with payments to be made (and in coordination with the other participants in the Licenses) by an escrow agent upon the instruction of Company and Investor after the Closing, (b) 50% of the Company’s paid past costs will be paid to Company at Closing, and (c) the remaining 50% of Company’s paid past costs shall be placed in second and segregated escrow account (the “ATP Escrow Account”), with ATP Escrow Account funds released by an escrow agent as follows:

• To an unknown creditor for a trade payable account discovered after the Closing as due and payable for work done prior to the Closing of the Definitive Agreement; and

• To Company one third of the balance in the account on the sixtieth day after closing, one half of the balance in the account on the one hundred and twentieth day after closing and any balance remaining that has not been disbursed on the one hundred and eightieth day before the expiry of one hundred eighty (180) days after Closing.

B. Conditions Precedent for consummation of the Proposed Transaction:

• Each of the other participants in the Licenses (lsramco, INOC, ATP Corp, IOC, Naphtha, and, to extent applicable, Modiin) and the relevant affiliated Bandel Entity(s) shall have approved the sale

Agreement between ATP and Moncrief

Page 6 of 6

of the Company License Interests by Company to Investor and such approvals shall be evidenced in writing as required by Investor and as may be required by the applicable existing governing documents;

• The Parties shall have obtained a written order approving the Proposed Transaction from the relevant bankruptcy court in Texas that has administrative control over the Company’s ultimate parent company, ATP Oil and Gas Corporation (“ATP Corp”) and the relevant court in Israel that is dealing with certain claims of the Company’s trade creditors;

• An escrow agent shall have been selected by mutual agreement of the Parties and others as applicable; a mutually acceptable escrow agreement shall have been agreed to by the Parties, and others as applicable and the escrow agent. The escrow agreement will provide for the escrow agent to make disbursements from Trade Payable Escrow Account and the ATP Escrow Account after the Closing has been conducted;

• All of the Company’s trade creditors that have a lien or claim on the Company License Interests shall have, after receipt of the above referenced escrow agreement, agreed that, upon full and final settlement of Company’s obligations to each creditor from the funds in the Trade Payable Escrow Account the Company, the Company License Interests and the Investor shall be released from any further obligations to those creditors and any liens or attachments thereon shall be released;

• ATP Corp shall have provided to Investor a binding agreement for the purchase of ATP Corp’s 5% Participating Interests in the Licenses under similar relative terms as this Agreement, which will take effect upon the Ministry approving a replacement operator for each of the Licenses; and

• A resolution of how Bandel’s rights under its agreement with the Company will be handled shall have been agreed to by Company, Bandel and Investor.

Remainder of this page left intentionally blank

EX-99.1

Exhibit 99.1

ATP OIL & GAS
2012 PLAN - MONTHLY	8/31/2012			9/30/2012			10/31/2012			11/30/2012			12/31/2012			1/31/2013		2/28/2013			3/31/2013		4/30/2013		5/31/2013
USA CASH FLOW FORECAST	8/20/2012			9/1/2012			10/1/2012			11/1/2012			12/1/2012			1/1/2013		2/1/2013			3/1/2013		4/1/2013		5/1/2013
BEGINNING CASH BALANCE	$	6,223		$	47,157		$	39,753		$	27,604		$	49,753		$	19,608	$	30,677		$	25,493	$	33,794	$	37,741
GROSS REVENUE
Gross Oil Revenue	$	27,120		$	37,383		$	36,603		$	35,830		$	54,941		$	75,199	$	89,536		$	77,349	$	82,089	$	76,208
Gross Gas Revenue		1,767			1,884			1,532			780			1,505			3,839		5,798			5,103		5,470		5,140
Gross NGL Revenue		670			975			571			1,124			1,028			3,171		4,883			4,352		4,750		4,526
Other		35			199			—			—			—			—		—			—		—		—
Total Gross Revenue	$	29,593		$	40,441		$	38,705		$	37,734		$	57,474		$	82,209	$	100,216		$	86,804	$	92,309	$	85,875
LESS: ESCROWED FUNDS	$	2,988		$	3,996		$	4,360		$	3,773		$	4,526		$	4,533	$	4,387		$	3,835	$	4,104	$	3,830
OUTSIDE OWNER DISTRIBUTIONS
Govt Distributions	$	5,546		$	—		$	12,932		$	2,191		$	1,787		$	4,410	$	7,476		$	9,790	$	8,433	$	8,923
Owner Distributions		—			464			2,009			462			227			545		4,022			6,796		6,006		6,495
Total Outside Owner Distributions	$	5,546		$	464		$	14,942		$	2,653		$	2,015		$	4,955	$	11,498		$	16,586	$	14,439	$	15,418
TERM RELATED PRODUCTION PAYMENTS
ORRI Payments	$	940		$	3,605		$	3,691		$	3,413		$	4,729		$	9,980	$	14,047		$	12,325	$	13,249	$	12,632
NPI Payments		—			13,274			18,365			16,849			16,428			27,526		23,597			16,539		13,564		15,167
Total Term Related Production Payments	$	940		$	16,878		$	22,055		$	20,262		$	21,158		$	37,506	$	37,644		$	28,864	$	26,812	$	27,799
NET REVENUE	$	20,119		$	19,102		$	(2,652	)	$	11,046		$	29,776		$	35,215	$	46,687		$	37,519	$	46,954	$	38,827
DERIVATIVE SETTLEMENTS	$	(2,141	)	$	(3,031	)	$	—		$	—		$	—		$	—	$	—		$	—	$	—	$	—
PRODUCTION/DERIVATIVE RECEIPTS	$	17,978		$	16,071		$	(2,652	)	$	11,046		$	29,776		$	35,215	$	46,687		$	37,519	$	46,954	$	38,827
LEASE OPERATING CASH DISBURSEMENTS	$	—		$	1,943		$	11,312		$	11,824		$	10,669		$	9,944	$	9,522		$	10,014	$	9,002	$	9,000
PIPELINE & PLATFORM DISBURSEMENTS
Gomez Pipeline Obligation	$	831		$	935		$	834		$	924		$	922		$	903	$	841		$	870	$	839	$	838
Titan Fee (Used for Principal + Interest)		5,500			10,000			5,000			5,000			10,000			5,000		5,000			5,000		5,000		5,000
ATPIP Fees		1,571			1,519			7,572			1,519			1,572			1,572		1,413			1,572		1,519		1,572
Total Infrastructure Disbursements	$	7,902		$	12,454		$	13,406		$	7,443		$	12,494		$	7,475	$	7,254		$	7,442	$	7,358	$	7,410
NET OPERATING CASH FLOW	$	10,076		$	1,674		$	(27,370	)	$	(8,221	)	$	6,613		$	17,796	$	29,911		$	20,063	$	30,593	$	22,418
GENERAL & ADMINISTRATIVE
US General & Administrative
Compensation Expense	$	500			1,200		$	1,000		$	1,000		$	1,000		$	1,000	$	1,000		$	1,000	$	1,000	$	1,000
Rent Expense		—			56			102			51			51			51		51			—		102		51
Office & General Expense		—			52			168			84			84			84		84			—		168		84
Travel Related		—			12			76			38			38			38		38			—		76		38
D&O		82			81			160			80			80			80		80			—		160		80
Other		3			396			920			928			1,135			832		711			609		1,053		626
Total US General & Administrative	$	585		$	1,797		$	2,426		$	2,181		$	2,388		$	2,085	$	1,964		$	1,609	$	2,559	$	1,879
UK General & Administrative
Professional Fees	$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—	$	—
Other		—			331			331			331			331			331		331			331		331		331
Total UK General & Administrative	$	—		$	331		$	331		$	331		$	331		$	331	$	331		$	331	$	331	$	331
Total General & Administrative	$	585		$	2,128		$	2,757		$	2,512		$	2,719		$	2,416	$	2,295		$	1,940	$	2,890	$	2,210
NETHERLANDS FUNDING	$	—		$	184		$	53		$	184		$	53		$	53	$	53		$	53	$	53	$	53
BANKRUPTCY & PROFESSIONAL FEES
Company
Legal Advisors		—			—			835			1,275			875			595		595			595		595		595
Financial Advisors		—			—			580			480			1,200			400		400			400		400		400
Operational/Other Consultants		—			—			50			50			50			50		50			50		50		50
DIP Lenders					—			200			500			570			350		350			350		350		350
Legal Advisors		620			573			—			—			—			—		—			—		—		—
Financial Advisors
Second Lien Lenders		—			—			—			—			—			—		—			—		—		—
Unsecured Creditors		—			—			160			400			400			280		280			280		280		280
Other		—			1,000			100			100			130			100		100			130		100		100
Total Bankruptcy & Professional Fees	$	620		$	1,573		$	1,925		$	2,805		$	3,225		$	1,775	$	1,775		$	1,805	$	1,775	$	1,775
CAPEX CASH DISBURSEMENTS
Maintenance/Other	$	—		$	—		$	—		$	922		$	2,034		$	1,384	$	1,269		$	423	$	—	$	—
Clipper Project		—			39,820			26,619			10,000			14,709			18,507		21,953			—		—		—
Gomez #9 Project		—			—			—			—			—			—		—			—		15,000		20,000
Total Plugging & Abandonment		—			—			25,900			6,200			8,100			6,000		2,000			1,700		1,000		1,000
TOTAL CAPEX	$	—		$	39,820		$	52,519		$	17,122		$	24,843		$	25,891	$	25,222		$	2,123	$	16,000	$	21,000
FINANCING PAYMENTS
1st Lien Principal + Interest	$	367,339		$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—	$	—
New Facility Payments		6,937			4,500			5,926			5,807			5,918			5,992		5,751			5,841		5,928		6,018
Vendor Deferrals (Critical Only)		—			—			—			—			—			—		—			—		—		—
NPIs/ORRIs in Arrears		—			—			—			—			—			—		—			—		—		—
Total Financing Disbursements	$	374,276		$	4,500		$	5,926		$	5,807		$	5,918		$	5,992	$	5,751		$	5,841	$	5,928	$	6,018
New Facility Financing	$	406,339		$	39,128		$	78,400		$	58,800		$	—		$	29,400	$	—		$	—	$	—	$	24,500
TOTAL CASH FLOW	$	40,934		$	(7,403	)	$	(12,150	)	$	22,149		$	(30,145	)	$	11,070	$	(5,185	)	$	8,301	$	3,947	$	15,861
DIP Repayment		—			—			—			—			—			—		—			—		—		—
ENDING CASH	$	47,157		$	39,753		$	27,604		$	49,753		$	19,608		$	30,677	$	25,493		$	33,794	$	37,741	$	53,602
CASH + AVAILABILITY	$	257,157		$	216,753		$	142,604		$	104,753		$	74,608		$	55,677	$	50,493		$	58,794	$	62,741	$	53,602

ATP OIL & GAS																		SCHEDULE:		2
2012 PLAN - MONTHLY	6/30/2013			7/31/2013			8/31/2013			9/30/2013		10/31/2013		11/30/2013		12/31/2013		1/31/2014		2/28/2014
USA CASH FLOW FORECAST	6/1/2013			7/1/2013			8/1/2013			9/1/2013		10/1/2013		11/1/2013		12/1/2013		1/1/2014		2/1/2014
BEGINNING CASH BALANCE	$	53,602		$	33,524		$	22,233		$	20,165	$	30,000	$	30,000	$	30,000	$	30,000	$	35,302
GROSS REVENUE
Gross Oil Revenue	$	75,540		$	72,982		$	84,789		$	83,704	$	76,301	$	74,381	$	67,991	$	62,855	$	58,785
Gross Gas Revenue		5,228			5,539			7,691			7,682		7,257		7,384		7,208		7,248		6,224
Gross NGL Revenue		4,600			5,054			7,611			7,575		7,169		7,249		6,870		6,725		5,776
Other		—			—			—			—		—		—		—		—		—
Total Gross Revenue	$	85,369		$	83,575		$	100,091		$	98,960	$	90,727	$	89,014	$	82,068	$	76,828	$	70,784
LESS: ESCROWED FUNDS	$	3,814		$	5,478		$	12,290		$	3,882	$	590	$	599	$	571	$	584	$	575
OUTSIDE OWNER DISTRIBUTIONS
Govt Distributions	$	8,265		$	8,184		$	8,105		$	10,162	$	10,083	$	9,185	$	8,956	$	8,211	$	7,539
Owner Distributions		6,142			6,205			5,964			6,355		6,049		5,529		5,397		4,951		4,722
Total Outside Owner Distributions	$	14,407		$	14,389		$	14,068		$	16,517	$	16,131	$	14,715	$	14,353	$	13,161	$	12,261
TERM RELATED PRODUCTION PAYMENTS
ORRI Payments	$	12,677		$	13,063		$	17,303		$	16,807	$	15,559	$	15,398	$	12,712	$	8,203	$	7,229
NPI Payments		14,241			13,738			12,487			13,229		14,007		12,060		9,553		8,504		6,963
Total Term Related Production Payments	$	26,918		$	26,801		$	29,789		$	30,036	$	29,566	$	27,458	$	22,265	$	16,708	$	14,193
NET REVENUE	$	40,229		$	36,907		$	43,944		$	48,525	$	44,439	$	46,242	$	44,879	$	46,375	$	43,756
DERIVATIVE SETTLEMENTS	$	—		$	—		$	—		$	—	$	—	$	—	$	—	$	—	$	—
PRODUCTION/DERIVATIVE RECEIPTS	$	40,229		$	36,907		$	43,944		$	48,525	$	44,439	$	46,242	$	44,879	$	46,375	$	43,756
LEASE OPERATING CASH DISBURSEMENTS	$	9,000		$	10,925		$	10,770		$	9,600	$	9,320	$	9,500	$	9,302	$	9,500	$	9,500
PIPELINE & PLATFORM DISBURSEMENTS
Gomez Pipeline Obligation	$	976		$	1,565		$	1,544		$	1,488	$	1,676	$	1,843	$	1,877	$	1,849	$	1,646
Titan Fee (Used for Principal + Interest)		5,000			5,000			5,000			5,000		5,000		5,000		5,000		5,000		5,000
ATPIP Fees		1,519			3,403			3,348			3,187		3,245		3,089		3,146		3,098		2,751
Total Infrastructure Disbursements	$	7,495		$	9,968		$	9,892		$	9,676	$	9,921	$	9,933	$	10,023	$	9,947	$	9,397
NET OPERATING CASH FLOW	$	23,734		$	16,015		$	23,281		$	29,249	$	25,198	$	26,810	$	25,554	$	26,928	$	24,859
GENERAL & ADMINISTRATIVE
US General & Administrative
Compensation Expense	$	1,000		$	1,000		$	1,000		$	1,000	$	1,000	$	1,000	$	1,000	$	1,000	$	1,000
Rent Expense		—			102			51			51		51		51		51		51		51
Office & General Expense		—			168			84			84		84		84		84		84		84
Travel Related		—			76			38			38		38		38		38		38		38
D&O		—			160			80			80		80		80		80		80		80
Other		1,423			1,321			818			411		665		928		1,135		832		711
Total US General & Administrative	$	2,423		$	2,827		$	2,071		$	1,665	$	1,918	$	2,181	$	2,388	$	2,085	$	1,964
UK General & Administrative
Professional Fees	$	—		$	—		$	—		$	—	$	—	$	—	$	—	$	—	$	—
Other		331			331			331			331		331		331		331		331		331
Total UK General & Administrative	$	331		$	331		$	331		$	331	$	331	$	331	$	331	$	331	$	331
Total General & Administrative	$	2,754		$	3,158		$	2,402		$	1,996	$	2,249	$	2,512	$	2,719	$	2,416	$	2,295
NETHERLANDS FUNDING	$	53		$	53		$	53		$	53	$	53	$	53	$	53	$	53	$	53
BANKRUPTCY & PROFESSIONAL FEES
Company
Legal Advisors		595			595			595			595		595		595		595		595		3,830
Financial Advisors		400			400			400			400		400		400		400		400		8,865
Operational/Other Consultants		50			50			50			50		50		50		50		50		100
DIP Lenders		350			350			350			350		350		400		450		500		1,000
Legal Advisors		—			—			—			—		—		—		—		—		—
Financial Advisors		—			—			—			—		—		—		—		—		—
Second Lien Lenders		—			—			—			—		—		—		—		—		—
Unsecured Creditors		280			280			280			280		280		320		360		400		2,210
Other		130			100			100			130		100		100		130		1,500		230
Total Bankruptcy & Professional Fees	$	1,805		$	1,775		$	1,775		$	1,805	$	1,775	$	1,865	$	1,985	$	3,445	$	16,235
CAPEX CASH DISBURSEMENTS
Maintenance/Other	$	—		$	720		$	720		$	720	$	720	$	720	$	720	$	9,145	$	—
Clipper Project		—			—			—			—		—		—		—		—		—
Gomez #9 Project		30,000			15,000			10,000			—		—		—		—		—		—
Total Plugging & Abandonment		3,800			1,200			5,000			3,000		5,500		6,600		7,900		—		—
TOTAL CAPEX	$	33,800		$	16,920		$	15,720		$	3,720	$	6,220	$	7,320	$	8,620	$	9,145	$	—
FINANCING PAYMENTS
1st Lien Principal + Interest	$	—		$	—		$	—		$	—	$	—	$	—	$	—	$	—	$	3,570
New Facility Payments		5,400			5,400			5,400			5,400		5,346		5,267		5,185		5,127		5,071
Vendor Deferrals (Critical Only)		—			—			—			—		—		—		—		—		—
NPIs/ORRIs in Arrears		—			—			—			—		—		—		—		—		—
Total Financing Disbursements	$	5,400		$	5,400		$	5,400		$	5,400	$	5,346	$	5,267	$	5,185	$	5,127	$	8,641
New Facility Financing	$	—		$	—		$	—		$	—	$	—	$	—	$	—	$	—	$	—
TOTAL CASH FLOW	$	(20,078	)	$	(11,291	)	$	(2,068	)	$	16,276	$	9,555	$	9,793	$	6,992	$	6,742	$	(2,364	)
DIP Repayment		—			—			—			6,441		9,555		9,793		6,992		1,440		2,938
ENDING CASH	$	33,524		$	22,233		$	20,165		$	30,000	$	30,000	$	30,000	$	30,000	$	35,302	$	30,000
CASH + AVAILABILITY	$	33,524		$	22,233		$	20,165		$	30,000	$	30,000	$	30,000	$	30,000	$	35,302	$	30,000

EX-99.2

Exhibit 99.2

UNITED STATES BANKRUPTCY COURT

MOR-1

CASE NAME:	ATP Oil & Gas Corporation	PETITION DATE:	8/17/2012
CASE NUMBER:	12-36187	DISTRICT OF TEXAS:	Southern
PROPOSED PLAN DATE:	To be determined	DIVISION:	Houston

MONTHLY OPERATING REPORT SUMMARY FOR MONTH YEAR

MONTH	8/17/12 to 8/31/12
REVENUES (MOR-6)	$	17,962,067		0	0	0	0	0
INCOME BEFORE INT; DEPREC./TAX (MOR-6)		918,169		0	0	0	0	0
NET INCOME (LOSS) (MOR-6)		(33,399,588	)	0	0	0	0	0
PAYMENTS TO INSIDERS (MOR-9)		75,859		0	0	0	0	0
PAYMENTS TO PROFESSIONALS (MOR-9)		0		0	0	0	0	0
TOTAL DISBURSEMENTS (MOR-8)	$	386,317,124		0	0	0	0	0

*** The original of this document must be filed with the United States Bankruptcy Court and a copy must be sent to the United States Trustee***

REQUIRED INSURANCE MAINTAINED AS OF SIGNATURE DATE		EXP. DATE
CASUALTY	YES x NO ¨	06-30-13
LIABILITY	YES x NO ¨	10-31-12
VEHICLE	YES x NO ¨	10-31-12
WORKER’S	YES x NO ¨	06-30-13
OTHER	YES x NO ¨	06-01-13

	CIRCLE ONE
Are all accounts receivable being collected within terms?	Yes
Are all post-petition liabilities, including taxes, being paid within terms?	No
Have any pre-petition liabilities been paid?	NO

If so, describe	In accordance with court approved motions, payments include pre-petition payroll, employee expense reimbursements, independent contractor fees, utility fees for the stub period of August, and any fees due on our bank accounts.
Are all funds received being deposited into DIP bank accounts?		No
Were any assets disposed of outside the normal course of business?		Yes
If so, describe

Are all U.S. Trustee Quarterly Fee Payments current?  No

What is the status of your Plan of Reorganization?

We have not yet commenced negotiations with our stakeholders.

ATTORNEY NAME:	Charles S. Kelley, Esq.
FIRM NAME:	Mayer Brown, LLP
ADDRESS:	700 Louisiana St.
	Suite 3400
CITY, STATE, ZIP:	Houston, TX 77002
TELEPHONE/FAX:	(713) 238-3000

I certify under penalty of perjury that the following complete Monthly Operating Report (MOR), consisting of MOR-1 through MOR-9 plus attachments, is true and correct.
SIGNED X		TITLE:	Chief Accounting Officer
	(ORIGINAL SIGNATURE)
	Keith R. Godwin		September 20, 2012
	(PRINT NAME OF SIGNATORY)		DATE

MOR-1 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

COMPARATIVE BALANCE SHEETS

ASSETS	FILING DATE* 8/17/2012		MONTH 8/31/2012		MONTH	MONTH	MONTH	MONTH	MONTH
CURRENT ASSETS
Cash	$	4,348,867	$	45,374,005
Restricted Cash		4,840,908		14,841,112
Accounts Receivable, Net		48,962,845		47,390,739
Accounts Receivable, Affiliates		699,367,083		705,099,121
Prepaid Expenses and Other Current Assets		18,938,661		26,524,703
TOTAL CURRENT ASSETS		776,458,364		839,229,680
Oil & Gas Properties		2,914,007,759		2,939,625,568
Less Accumulated DD&A and Impairment		1,622,583,195		1,636,941,332
OIL & GAS PROPERTIES, NET		1,291,424,564		1,302,684,236
OTHER ASSETS
1. Deferred Tax Assets		0		0
2. Investments in Affiliates		892,154,554		888,614,697
3. Deferred Financing Costs - net		2,075,258		2,171,506
4. Furnitures & Fixtures, net		482,093		463,201
5. Other Non current Receivable		12,269,065		12,273,726
TOTAL ASSETS	$	2,974,863,898	$	3,045,437,046

* Per Schedules and Statement of Affairs

MOR-2 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

COMPARATIVE BALANCE SHEETS

LIABILITIES & OWNERS’ EQUITY	FILING DATE* 8/17/2012			MONTH 8/31/2012			MONTH	MONTH	MONTH	MONTH	MONTH
LIABILITIES
POST-PETITION LIABILITIES(MOR-4)	$	—		$	488,258,910
PRE-PETITION LIABILITIES
Secured obligations		2,032,708,051			1,668,900,806
Priority unsecured obligations		11,287,816			11,287,816
Unsecured obligations		262,665,747			262,665,747
Other pre-petition obligations		0			0
TOTAL CLAIMABLE PRE-PETITION LIABILITIES		2,306,661,614			1,942,854,369
Asset Retirement Obligation (1)		149,468,228			150,114,665
Derivative Liability		1,962,381			0
Other Long-term obligations (2)		533,408,331			498,726,344
TOTAL LIABILITIES		2,991,500,554			3,079,954,288
OWNERS’ EQUITY (DEFICIT)
PREFERRED STOCK		277,406,044			277,406,044
COMMON STOCK		52,660			52,660
TREASURY STOCK		(911,729	)		(911,729	)
ADDITIONAL PAID-IN CAPITAL		536,339,243			536,976,475
8/1-8/17 TRANSLATION ADJUSTMENT (3)		(14,881,770	)		0
RETAINED EARNINGS: Filing Date		(814,641,104	)		(814,641,104	)
RETAINED EARNINGS: Post Filing Date		0			(33,399,588	)
TOTAL OWNERS’ EQUITY (NET WORTH)		(16,636,656	)		(34,517,242	)
TOTAL LIABILITIES & OWNERS’ EQUITY	$	2,974,863,898		$	3,045,437,046

* Per Schedules and Statement of Affairs

(1) ARO represents GAAP present value estimate of future cash flows. ARO is subject to certain potential bonding requirements which have not been determined as of the date of this filing.

(2) Other long-term obligations include term NPI and ORRI interests which are accounted for as long-term obligations under GAAP because they are granted on proved properties where production is reasonably assured. These are not true liabilities incurred until production occurs.

(3) Our August 17 through August 31, 2012 income was estimated using an allocation of 15/31 days for certain line items. Our balance sheet line items represent the August 17 balances when possible: otherwise amounts presented represent July 31 balances. Because of this, an equity translation adjustment is required.

MOR-3 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

SCHEDULE OF POST-PETITION LIABILITIES

	MONTH 8/31/2012		MONTH	MONTH	MONTH	MONTH	MONTH
TRADE ACCOUNTS PAYABLE	$	11,682,314
ACCOUNTS PAYABLE - AFFILIATES
TAX PAYABLE
Federal Payroll Taxes		0
State Payroll Taxes		0
Ad Valorem Taxes		0
Other Taxes		0
TOTAL TAXES PAYABLE		0
SECURED DEBT POST-PETITION		414,344,609
ACCRUED INTEREST PAYABLE		583,204
ACCRUED PROFESSIONAL FEES*		746,512
OTHER ACCRUED LIABILITIES
1. Payroll accruals		0
2. Other accruals		44,122,915
3. Other payables		16,779,356
TOTAL POST-PETITION LIABILITIES (MOR-3)	$	488,258,910

* Payment requires Court Approval

MOR-4 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

AGING OF POST-PETITION LIABILITIES
MONTH	8/31/2012

DAYS	TOTAL		TRADE ACCOUNTS		FEDERAL TAXES		STATE TAXES		AD VALOREM, OTHER TAXES
0-30	$	11,682,314	$	11,682,314	$	—	$	—	$	—
31-60		0		0		0		0		0
61-90		0		0		0		0		0
91 +		0		0		0		0		0
TOTAL	$	11,682,314	$	11,682,314	$	—	$	—	$	—

AGING OF ACCOUNTS RECEIVABLE

DAYS	TOTAL			Revenue			Joint Interest  (1)		Other
0-30 DAYS	$	44,228,008		$	39,615,379		$	4,612,629	$	—
31-60 DAYS		(160,196	)		(160,196	)		0		0
61-90 DAYS		757,314			0			757,314		0
91+ DAYS		2,565,613			(225,945	)		2,665,023		126,535
TOTAL	$	47,390,739		$	39,229,238		$	8,034,966	$	126,535

(1) 91+ day balance includes $2,013,375 of amounts being withheld over WI% dispute and $527,613 of amounts regarding Black Elk/Nippon lawsuit

MOR-5 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

STATEMENT OF INCOME (LOSS)

	MONTH 8/17/12 to  8/31/12			MONTH	MONTH	MONTH	MONTH	MONTH	FILING TO DATE
REVENUES (MOR-1)	$	17,962,067							$	17,962,067
										0
GROSS PROFIT		17,962,067								17,962,067
OPERATING EXPENSES:
Lease Operating Expenses		3,596,446								3,596,446
Processing fees, related party		3,456,290								3,456,290
DD&A /Impairment		6,958,244								6,958,244
Accretion		508,076								508,076
Abandonment (Gain)/Loss		32,108								32,108
Compensation Expense		778,853								778,853
Professional Fees		1,582,462								1,582,462
Other General & Administrative		131,419								131,419
TOTAL OPERATING EXPENSES		17,043,898								17,043,898
INCOME (LOSS) FROM OPERATIONS (MOR-1)		918,169								918,169
INTEREST INCOME		2,033,953								2,033,953
INTEREST (EXPENSE), NET		(2,191,113	)							(2,191,113	)
DERIVATIVES GAIN/(LOSS)		0								0
DEBT EXTINGUISHMENT GAIN/(LOSS)		(6,937,100	)							(6,937,100	)
TOTAL INT. DER & OTHER ITEMS		(7,094,260	)							(7,094,260	)
NET INCOME (LOSS) BEFORE REORGANIZATION		(6,176,091	)							(6,176,091	)
REORGANIZATION (EXPENSES):
US Trustee fees		(30,000	)							(30,000	)
Professional fees		(1,037,305	)							(1,037,305	)
Debt valuation adjustments		0								0
Claims adjustments		(26,156,192	)							(26,156,192	)
Interest income		0								0
REORGANIZATION EXPENSES, NET:		(27,223,497	)							(27,223,497	)
NET INCOME (LOSS) (MOR-1)	$	(33,399,588	)						$	(33,399,588	)

Accrual Accounting Required. Otherwise Footnote with Explanation.

MOR-6 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

CASH RECEIPTS AND DISBURSEMENTS	MONTH 8/17/12 to  8/31/12		MONTH	MONTH	MONTH	MONTH	MONTH	FILING TO DATE
l. CASH-BEGINNING OF PERIOD	$	4,348,867						$	4,348,867
RECEIPTS:
1. COLLECTION OF NET REVENUE ACCOUNTS RECEIVABLE		21,003,439							21,003,439
2. COLLECTION OF JOINT INTEREST ACCOUNTS RECEIVABLE		0							0
3. OTHER OPERATING RECEIPTS (See Attached)		0							0
4. FINANCING RECEIPTS (See Attached)		406,338,823							406,338,823
TOTAL RECEIPTS**		427,342,262							427,342,262
(Withdrawal) Contribution by Individual Debtor MFR-2*									0
DISBURSEMENTS:
5. TERM-LIMITED ORRI		940,089							940,089
6. TERM-LIMITED NPI		0							0
7. DERIVATIVE SETTLEMENTS PAID (RECEIVED)		2,141,118							2,141,118
8. LEASE OPERATING COSTS		0							0
9. GOMEZ PIPELINE OBLIGATION		830,833							830,833
10. TITAN FEE (USED FOR PRINCIPAL + INTEREST)		5,500,000							5,500,000
11. ATPIP FEES		1,571,182							1,571,182
12. GENERAL & ADMINISTRATIVE (See Attached)		437,500							437,500
13. OTHER OPERATING DISBURSEMENTS (See Attached)									0
TOTAL DISBURSEMENTS FROM OPERATIONS		11,420,722							11,420,722
14. CAPEX CASH DISBURSEMENTS (See Attached)		0							0
15. BANKRUPTCY & PROFESSIONAL FEES (See Attached)		0							0
16. FINANCING PAYMENTS PRINCIPAL AND INTEREST (See Attached)		374,896,402							374,896,402
TOTAL DISBURSEMENTS**		386,317,124							386,317,124
17. NET CASH FLOW		41,025,138							41,025,138
18. CASH - END OF MONTH (MOR-2)	$	45,374,005						$	45,374,005

* Applies to Individual debtors only

** Numbers for the current month should balance (match)

RECEIPTS and CHECKS/OTHER DISBURSEMENTS lines on MOR-8

MOR-7A Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

CASH RECEIPTS AND DISBURSEMENTS DETAIL	MONTH 8/17/12 to  8/31/12		MONTH	MONTH	MONTH	MONTH	MONTH	FILING TO DATE
OTHER OPERATING RECEIPTS (Line 3)	$	—						$	—
GENERAL & ADMINISTRATIVE (Line 12)
Compensation		352,523							352,523
Rent		—							—
Office and general costs		—							—
Travel related		—							—
D&O		82,413							82,413
Other costs		2,564							2,564
GENERAL & ADMINISTRATIVE TOTAL		437,500							437,500
BANKRUPTCY & PROFESSIONAL FEES (Line 15)
Legal advisors		—							—
Financial advisors		—							—
Operational/Other consultants		—							—
BANKRUPTCY & PROFESSIONAL FEES TOTAL		—							—
OTHER OPERATING DISBURSMENTS (Line 13)		—							—
CAPEX CASH DISBURSMENTS (Line 14)
Maintenance/Other		—							—
Clipper project		—							—
Gomez #9 project		—							—
Plugging and abandonment of oil and gas properties		—							—
CAPEX CASH DISBURSMENTS TOTAL		—							—
FINANCING PAYMENTS - PRINCIPAL AND INTEREST (Line 16)
1st lien principal and interest		367,338,823							367,338,823
New facility principal and interest		6,937,100							6,937,100
Legal fees related to new facility		620,479
FINANCING PAYMENTS - PRINCIPAL AND INTEREST TOTAL		374,896,402							374,896,402
FINANCING RECEIPTS (Line 4)
New facility proceeds	$	406,338,823						$	406,338,823

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

CASH ACCOUNT RECONCILIATION
MONTH OF	8/17/12 to 8/31/2012

BANK NAME	JPMorgan Chase			JPMorgan Chase			JPMorgan Chase			JPMorgan Chase		JPMorgan Chase		Compass Bank
ACCOUNT NUMBER	113334321			1000027441			6300050955			58902066488		113400841		2524118079
ACCOUNT TYPE	Operating			Deposit			Controlled Disbursement			Cafeteria Plan		Other		Payroll		TOTAL
BANK BALANCE	$	48,012,307		$	15,299		$	—		$	23,936	$	—	$	229,607	$	48,281,149
DEPOSITS IN TRANSIT		—			—			—			—		—		—		—
OUTSTANDING CHECKS		—			—			2,900,766			6,378		—		—		2,907,144
ADJUSTED BANK BALANCE	$	48,012,307		$	15,299		$	(2,900,766	)	$	17,558	$	—	$	229,607	$	45,374,005
BEGINNING CASH - PER BOOKS	$	7,134,646		$	—		$	(2,900,766	)	$	18,151			$	96,836	$	4,348,867
RECEIPTS*		426,621,745			720,517			—			—		—		—		427,342,262
TRANSFERS BETWEEN ACCOUNTS		(737,417	)		(705,218	)		942,635			—		—		500,000		—
(WITHDRAWAL) OR CONTRIBUTION BY INDIVIDUAL DEBTOR MFR-2		—			—						—		—		—		—
CHECKS/OTHER DISBURSEMENTS*		385,006,667			—			942,635			593				367,229		386,317,124
ENDING CASH - PER BOOKS	$	48,012,307		$	15,299		$	(2,900,766	)	$	17,558	$	—	$	229,607	$	45,374,005

* Numbers should balance (match) TOTAL RECEIPTS and TOTAL DISBURSEMENTS lines on MOR-7

MOR-8 Revised 07/01/98

CASE NAME:	ATP Oil & Gas Corporation
CASE NUMBER:	12-36187

PAYMENTS TO INSIDERS AND PROFESSIONALS

Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section 101(31)(A)-(F) of the U.S. Bankruptcy Code) and the professionals. Also, for insiders, identify the type of compensation paid (e.g., salary, commission, bonus, etc.) (Attach additional pages as necessary).

INSIDERS: NAME/COMP TYPE	MONTH 8/17/12 to  8/31/12		MONTH	MONTH	MONTH	MONTH	MONTH
1. T. Paul Bulmahn (salary)	$	17,767
2. Leland E. Tate (salary)		14,634
3. Albert L. Reese Jr. (salary)		11,577
4. George R. Morris (salary)		11,848
5. John E. Tschirhart (salary)		8,731
6. Keith R. Godwin (salary)		11,302
TOTAL INSIDERS (MOR-1)	$	75,859
PROFESSIONALS	MONTH 8/17/12 to  8/31/12		MONTH	MONTH	MONTH	MONTH	MONTH
1.
2.
3.
4.
5.
6.
TOTAL PROFESSIONALS (MOR-1)	$	—

MOR-9 Revised 07/01/98