ATPG Senior 11.875% 2nd Lien Bonds (fka ATPG.GE)

[romang]

old but good

17. The Debtor has the burden of demonstrating that there is a sound business justification for the sale of the assets. See, e.g., In re Gulf Coast Oil Corp., 404 B.R. 407, 422
(Bankr. S.D. Tex. 2009) (“The movant must establish a business justification for the transaction

and the bankruptcy court must conclude, from the evidence, that the movant satisfied its fiduciary obligations and established a valid business justification.”). The appeasement of the
DIP Lenders is not a sufficient business reason. See Encore Healthcare, 312 B.R. 52 (Bankr.
E.D. Pa. 2004) (“[T]here must be some business justification, other than appeasement of major creditors, before the bankruptcy judge may order such disposition under § 363(b).”).

18. One of the most important factors for the Court to assess when determining

whether or not the Debtor has expressed a sound business purpose for the sale is whether the

asset is increasing or decreasing in value. Committee of Equity Security Holders v. Lionel Corp.(In re Lionel Corp.), 722 F.2d 1063 (2nd Cir.1983). This factor weighs against this Court

finding that there is a sound business purpose for the sale at this time. The value of the Clipper

wells is increasing over time as more production information becomes available because the

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