IN THE UNITED STATES BANKRUPTCY COURT FOR THE …cases.gcginc.com/kwk/pdflib/1391_10585.pdfMoelis’ work on behalf of the Committee involved tasks that are briefly summarized below

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) Chapter 11 In re: ) ) Case No. 15-10585 (LSS) Quicksilver Resources Inc., et al.,1 ) ) Jointly Administered

) Debtors. )

) Objection Deadline: June 2, 2016, at 4:00 p.m. (prevailing Eastern time)

) Hearing: Scheduled only if necessary

COVER SHEETS FOR FOURTH INTERIM APPLICATION OF MOELIS & COMPANY LLC FOR COMPENSATION FOR PROFESSIONAL

SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS FROM JANUARY 1, 2016 THROUGH MARCH 31, 2016

Name of applicant: Moelis & Company LLC

Authorized to provide professional services to: Official Committee of Unsecured Creditors

Date of retention order: May 8, 2015, nunc pro tunc to March 30, 2015

Period for which interim compensation and reimbursement are sought: January 1, 2016 through March 31, 2016

Amount of compensation sought as actual, reasonable, and necessary: $375,000.00

Amount of expense reimbursement sought as actual, reasonable and necessary: $3,806.772

This is a(n): Interim application 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number,

are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors’ address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.

2 Please note that certain vendor invoices may not come in until after the end of the month for which such service was provided. Accordingly, Moelis reserves the right to include such unbilled expenses in subsequent fee applications.

Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 1 of 10

SUMMARY OF PRIOR FEE APPLICATIONS

Prior Fee Application Date Filed Period Covered

Fees Requested (Approved)

Expense Reimbursement

Requested (Approved)

[D.I. 366] June 2, 2015 March 30, 2015 – April 30, 2015

$159,677.42 ($159,677.42)

$34,132.92 ($34,132.92)

[D.I. 492] July 13, 2015 May 1, 2015 –

May 31, 2015 $150,000.00

($150,000.00) $22,516.52

($22,516.52)

[D.I. 549] August 10, 2015 June 1, 2015 – June 30, 2015

$150,000.00 ($150,000.00)

$6,657.82 ($6,657.82)

[D.I. 557] August 13, 2015 March 30, 2015 – June 30, 2015

$459,677.42 ($459,677.42)

$61,980.72 ($61,980.72)

[D.I. 634] September 17, 2015 July 1, 2015 – July 31, 2015

$125,000.00 ($125,000.00)

$5,474.86 ($5,474.86)

[D.I. 687] October 9, 2015 August 1, 2015 –

August 31, 2015 $125,000.00

($125,000.00) $4,316.27

($4,316.27)

[D.I. 839] November 11, 2015 September 1, 2015 – September 30, 2015

$125,000.00 ($125,000.00)

$3,920.25 ($3,920.25)

[D.I. 841] November 11, 2015 July 1, 2015 – September 30, 2015

$375,000.00 ($375,000.00)

$13,711.38 ($12,926.46)

[D.I. 918] December 7, 2015 October 1, 2015 – October 31, 2015

$125,000.00 ($125,000.00)

$2,684.20 ($2,684.20)

[D.I. 1011] December 31, 2015 November 1, 2015 –

November 30, 2015 $125,000.00

($125,000.00) $2,359.16

($2,359.16)

[D.I. 1097] January 27, 2016 December 1, 2015 – December 31, 2015

$125,000.00 ($125,000.00)

$746.12 ($746.12)

[D.I. 1106] January 28, 2016 October 1, 2015 –

December 31, 2015 $375,000.00

($375,000.00) $5,789.48

($5,789.48)

[D.I. 1166] February 22, 2016 January 1, 2016 – January 31, 2016

$125,000.00 ($100,000.00)

$3,420.82 ($3,420.82)

[D.I. 1339] April 21, 2016 February 1, 2016 –

February 29, 2016 $125,000.00

(Pending) $385.95

(Pending)

[D.I. 1388] May 11, 2016 March 1, 2016 – March 31, 2016

$125,000.00 (Pending)

$0.00




) Debtors. )

) Objection Deadline: June 2, 2016, at 4:00 p.m. (prevailing Eastern time)

) Hearing: Scheduled only if necessary

FOURTH INTERIM APPLICATION OF MOELIS & COMPANY LLC FOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED

AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS FROM JANUARY 1, 2016 THROUGH MARCH 31, 2016

Pursuant to sections 328 and 331 of title 11 of the United States Code, 11 U.S.C.

§§ 101-1532, as amended (the “Bankruptcy Code”) and Rule 2016 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy

Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the

“Local Bankruptcy Rules”), this Court’s Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses of Professionals [D.I. 195] (the “Interim

Compensation Order”) and Order Authorizing the Employment and Retention of Moelis &

Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc, to March 30,

2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [D.I. 332]

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number,



2

(the “Moelis Retention Order”), Moelis & Company LLC (“Moelis”), the retained investment

banker to the official committee of unsecured creditors (the “Committee”) in the chapter 11 cases

of above-captioned debtors and debtors-in-possession (the “Debtors”), hereby submits this fourth

interim application (this “Application”) for the interim allowance of compensation for

professional services performed by Moelis for the period from January 1, 2016 through

March 31, 2016 (the “Compensation Period”), and reimbursement of its actual and necessary

expenses incurred during the Compensation Period. By this Application, Moelis seeks allowance

of compensation for services rendered in the amount of $375,000.00 and reimbursement of

actual and necessary expenses in the amount of $3,806.77.

In support of this Application, Moelis respectfully represents as follows:

BACKGROUND

1. On March 17, 2015 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy

Court for the District of Delaware (the “Court”). The Debtors continue to operate their

businesses and manage their properties as debtors-in-possession pursuant to section 1107(a)

and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases.

2. On March 25, 2015 (the “Formation Date”), the Office of the United States

Trustee for the District of Delaware appointed five of the Debtors’ largest unsecured creditors to

serve as members of the Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. The

Committee is presently comprised of the following five members: (i) Ares Special Situations

Fund IV, L.P.; (ii) Trunkline Gas Company LLC; (iii) Wilmington Trust, National Association;

(iv) Delaware Trust Company, as Indenture Trustee; and (v) U.S. Bank National Association, as

Indenture Trustee.


3

3. Moelis was retained by the Committee under section 328 of the Bankruptcy Code,

effective as of March 30, 2015, by the Moelis Retention Order. The Moelis Retention Order is

annexed hereto as Exhibit D, and the engagement letter between Moelis and the Committee is

annexed to the Moelis Retention Order as Exhibit 1 thereto (the “Engagement Letter”).

COMPENSATION REQUESTED FOR SERVICES RENDERED DURING THE COMPENSATION PERIOD

4. Moelis’ requested compensation for the Compensation Period includes Moelis’

Monthly Fee of $125,000.00 for the entirety of January, February, and March 2016, in the

aggregate amount of $375,000.00.

5. During the Compensation Period, Moelis’ financial advisor professionals

rendered approximately 757.0 hours of services to the Debtors, based on the time records those

professionals maintained pursuant to the Moelis Retention Order. As stated in the Moelis

Retention Application,2 (a) it is not the general practice of financial advisory firms such as

Moelis to keep detailed time records similar to those customarily kept by attorneys; and

(b) Moelis does not ordinarily keep time records on a “project category” basis. Additionally,

pursuant to the Moelis Retention Order, Moelis’ non-restructuring professionals and personnel in

administrative departments (including legal) are not required to maintain time records.

6. In connection with services rendered during the Compensation Period, Moelis

submitted the Tenth Monthly Fee Application and the Eleventh Monthly Fee Application (each

as defined below) pursuant to the Interim Compensation Order. On February 22, 2016, Moelis

submitted the Tenth Monthly Fee Application of Moelis & Company LLC for Compensation for

2 “Moelis Retention Application” means the Official Committee of Unsecured Creditors’ Application for Entry of

an Order Authorizing the Employment and Retention of Moelis & Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc to March 30, 2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [Docket No. 246].


4

Professional Services Rendered and Reimbursement of Actual and Necessary Expenses as

Investment Banker to the Official Committee of Unsecured Creditors from January 1, 2016

Through January 31, 2016 [D.I. 1166] (the “Tenth Monthly Fee Application”), requesting

$125,000.00 in compensation and $3,420.82 in reimbursement of actual and necessary expenses.

On March 15, 2016, the Certificate of No Objection regarding the Tenth Monthly Fee

Application [D.I. 1252] was filed with the Court. A true and correct copy of the Tenth Monthly

Fee Application is attached hereto as Exhibit A.

7. On April 21, 2016, Moelis submitted the Eleventh Monthly Fee Application of

Moelis & Company LLC for Compensation for Professional Services Rendered and

Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official

Committee of Unsecured Creditors from February 1, 2016 Through February 29, 2016

[D.I. 1339] (the “Eleventh Monthly Fee Application”), requesting $125,000.00 in compensation

and $385.95 in reimbursement of actual and necessary expenses. A true and correct copy of the

Eleventh Monthly Fee Application is attached hereto as Exhibit B.

8. On May 11, 2016, Moelis submitted the Twelfth Monthly Fee Application of

Moelis & Company LLC for Compensation for Professional Services Rendered and

Reimbursement of Actual and Necessary Expenses as Investment Banker to the Official

Committee of Unsecured Creditors from March 1, 2016 Through March 31, 2016 [D.I. 1388]

(the “Twelfth Monthly Fee Application”), requesting $125,000.00 in compensation. A true and

correct copy of the Twelfth Monthly Fee Application is attached hereto as Exhibit C.

9. Moelis’ work on behalf of the Committee involved tasks that are briefly

summarized below. The summary is not intended to be a detailed description of the work Moelis


5

has performed during the Compensation Period, but rather is a guideline offered to the Court and

other interested parties with respect to the services performed by Moelis.

(a) Due Diligence. Moelis has performed substantial due diligence on the Debtors’ business and materials disclosed by the debtors, including a lien review and business plan review.

(b) Committee Communications. Moelis communicated with and presented to the Committee on material updates, business developments, diligence findings and analysis as well as business plan reviews.

(c) Third Party Communications. Moelis communicated with the Debtors, the Debtors’ advisors, and certain other parties.

(d) Business Review. Moelis performed analysis around Company’s business projections, ongoing performance and other potential options available to the Company and Debtors.

(e) Administrative Matters. Moelis conducted general administrative services, including, but not limited to, services related to these chapter 11 cases generally, retention matters, addressing questions of individual members of the Committee, chapter 11 procedures, and communications, administrative functions, and other matters not falling into any of the service categories listed above.

10. Annexed as Exhibit A to each of the Tenth Monthly Fee Application, the

Eleventh Monthly Fee Application, and the Twelfth Monthly Fee Application are the summary

time records of Moelis’ investment banking professionals during the Compensation Period,

which have been maintained in accordance with the Moelis Retention Order. Pursuant to the

Moelis Retention Order, the requirements of the Bankruptcy Code, the Bankruptcy Rules, the

U.S. Trustee Guidelines, and Local Rule 2016-2 have been modified such that Moelis’

restructuring professionals are required only to keep summary time records in half-hour

increments, Moelis’ non-restructuring professionals and personnel in administrative departments

(including legal) are not required to maintain time records, Moelis’ restructuring professionals

are not required to keep time records on a project category basis, and Moelis is not required to

provide or conform to any schedules of hourly rates.


6

11. To the extent this Application does not comply in every applicable respect with

the requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines,

and Local Rule 2016-2 (as modified by the Moelis Retention Order), Moelis respectfully

requests a waiver for any such technical non-compliance.

REQUEST FOR REIMBURSEMENT OF EXPENSES INCURRED DURING THE COMPENSATION PERIOD

12. Moelis requests reimbursement of actual and necessary expenses incurred during

the Compensation Period in the amount of $3,806.77. A detailed description of the expenses

Moelis incurred during the Compensation Period is annexed as Exhibit B to each of the Tenth

Monthly Fee Application and the Eleventh Monthly Fee Application. Such expenses incurred by

Moelis include long distance telephone calls, overnight delivery, travel expenses, local

messenger service, meals, facsimiles, postage, and duplicating and presentations charges, which

are reimbursable pursuant to the Moelis Retention Order. In addition, the invoices and

supporting time records for the attorneys’ fees and expenses for which Moelis seeks

reimbursement were submitted with the Tenth Monthly Fee Application. Such attorneys’ fees

and expenses are also reimbursable pursuant to the Moelis Retention Order. All of the fees and

expenses for which allowance and payment is requested by Moelis in this Application are

reasonable and necessary. In seeking reimbursement of an expenditure, Moelis is requesting

reimbursement “at cost” and does not make a profit on that expenditure.

13. Pursuant to the Interim Compensation Order and the Moelis Retention Order,

Moelis has received a total of $103,420.82 for services provided and expenses incurred on behalf

of the Committee during the Compensation Period. This amount represents approximately

80 percent of Moelis’ fees and 100 percent of Moelis’ out-of-pocket expenses incurred and

submitted by Moelis in the Tenth Monthly Fee Application.


7

CONCLUSION

14. As described above, Moelis has provided valuable services to the Committee, and

Moelis respectfully submits that the professional services for which it requests compensation and

the expenditures for which it seeks reimbursement in this Application were necessary and

beneficial to the Committee, the Debtors’ estates, and their creditors.

[Remainder of page intentionally left blank.]


WHEREFORE, Moelis respectfully requests that an allowance be made to Moelis for

100% of its fees of $375,000.00 and 100% of its expenses of $3,806.77 incurred during the

Compensation Period. Moelis also respectfully requests payment by the Debtors of the

outstanding amount of such fees and expenses in full, and such other and further relief as this

Court deems proper.

Dated: May 12, 2016

MOELIS & COMPANY LLC By: /s/ Barak Klein Name: Barak Klein Title: Managing Director


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

Quicksilver Resources Inc., et aL,1

Debtors.

Chapter 1L

Case No. 15-10585 (LSS)

Jointly Administered

Hearing Date: July 13,201.6 at 10:00 a.m. (ET)Objection Deadline: June 2, 2016 at 4:00 p.m. (ET)

NOTICE OF APPLICATION

TO: The above-captioned Debtors; Counsel to the Debtors; the Office of the United States

Trustee for the District of Delaware; Counsel to the Global Administrative Agent for the

First Lien Lenders; Counsel to the Second Lien Agent; Counsel to the Ad Hoc Group ofSecond Lienholders; Master Sidlow & Associates, P.A. c/o Judith Scarborough and all

parties required to be given notice in the Interim Compensation Order.

Moelis & Company LLC ("Moelis"), investment banker to Official Committee ofUnsecured Creditors (the "Committee") of the above-captioned debtors and debtors-in-

possession (the "Debtors"), has filed the Fourth Interím Application of Moelis & Company

LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and

Necessary Bxpenses as Investntent Banker to the Officíal Committee of Unsecured Creditors

from JanuaU 7, 2016 through March 31, 2016 (the "Application"). The Application seeks

approval of interim fees in the amount of $375,000.00 and interim expenses in the amount of

$3,806.77 for the period January t,20t6 through March 3I,201'6.

Objections, if any, to the relief requested in the Application must be filed with the United

States Bankruptcy Court, 824 N. Market Street, 3'o Floor, Wilmington, Delaware 19801, on or

before June 2, 2016 at 4:00 p.m. (ET).

At the same time, you must also serve a copy of the objection upon the following parties

so as to be received no later than 4:00 p.m. (ET) on June 2,2016:

(i) counsel to the Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285

Avenue of the Americas, New York, NY L00L9 (Attn: Andrew N. Rosenberg, Esq. and Elizabeth

McColm, Esq.); (ii) Delaware counsel to the Committee, I-andis Rath & Cobb LLP, 919 Market

Street, Suite 1800, Wilmington, DE (Attn: Richard S. Cobb, Esq. and Matthew B. McGuire,

t The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification

number, are: Quicksilver Resources Inc. [6L63]; Barnett Shale Operating LLC l0257l; Cowtown Drilling, Inc.

[8899]; Cowtown Gas Processing L.P. $a}al; Cowtown Pipeline Funding, lnc. [9774]; Cowtown Pipeline L.P.

iglOg\; Cowtown Pipeline Management,lnc. [9771]; Makarios Resources International Holdings LLC [1765];Makaiios Resources International Inc. 176121; QPP Holdings LLC ¡00571; QPP Parent LLC [8748]; Quicksilver

Production Partners GP LLC l270ll; Quicksilver Production Partners LP l9l29l; and Silver Stream Pipeline

Company LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102'

{ 10s3.001 -w00 421,57.)

Case 15-10585-LSS Doc 1391-1 Filed 05/12/16 Page 1 of 3

Esq.); (iii) the Debtors, Quicksilver Resources, Inc., et al., 80L Cherry Street, Suite 3700, Unit1"9, Fort Worth, TX76L02; (iv) counsel to the Debtors, Akin Gump Strauss Hauer & Feld LLP,

1700 Pacific Avenue, Suite 4L00, Dallas, TX 75201. (Attn: Charles R. Gibbs, Esq. and Sarah

Link Schultz, Esq.); (v) Delaware Counsel to the Debtors, Richards Layton & Finger, P.4., One

Rodney Square, 920 North King Street, Wilmington, DE 19801 (Attn: Paul N. Heath, Esq. and

Amanda R. Steele, Esq.); (vi) Counsel to the Globat Administrative Agent for the First Lien

Lænders, Simpson Thacher & Bartlett LLP, 425l-exington Avenue, New York, NY L0017 (Attn:

Steven M. Fuhrman, Esq); (vii) Counsel to the Second Lien Agent, Latham & Watkins LLP, 885

Fourth Avenue, New York, NY L0022 (Attn: Mitchell A. Seider, Esq. and David Hammerman,

Erq.); (viii) Counsel to the Ad Hoc Group of Second Lienholders, Milbank, Tweed, Hadley &trrtcÒloy LLP,28 Liberty Street, New York, NY L0005 (Attn: Dennis F. Dunne, Esq. and Samuel

A. Khalil, Esq.); (ix) the Office of the United States Trustee for the District of Delaware,844King Street, Room 2207, Wilmington, DE 1980L (Attn: Jane M. Iramy, Esq.) and (x) Kirkland

& Ellis LLP,300 North Lasalle chicago, IL60654 (Attn: Jason Gott, Esq.)

A HEARING ON THE APPLICATION WILL BE HELD ON JULY 13,2O16 AT 1O:OO

A.M. (ET) BEFORE THE HONORABLE LAURIE SELBER SILVERSTEIN, UNITEDSTATES BANKRUPTCY COURT JUDGE, IN THE UNITED STATES BANKRUPTCYCOURT FOR THE DISTRICT OF DEI-AWARE, 824 NORTH MARKET STREET, 6th

FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801.

PLEASE TAKE NOTICE THAT IF NO TIMELY OBJECTIONS TO THE

APPLICATION ARE FILED, THE COURT MAY ENTER AN ORDER GRANTING THE

APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: lll/ay 12,2016Wilmington, Delaware RATH & BB LLP

ô

S. (No.3B. McGuire 4366)

Joseph D. Wright (No. 5669)919 Market Street, Suite 1800

Wilmington, Delaware 19801

Telephone: (302) 467 -4400Facsimile: (302) 467 -4450Email: [email protected]

[email protected]@lrclaw.com

-and-

2{1053.001-W0042157 .)


PAUL, WEISS, RTFKIND, WHARTON& GARRISON LLPAndrew N. RosenbergElizabeth McColmRachel E. Brennan1285 Avenue of the AmericasNew York, New York 10019Telephone: (2L2) 373-3000Facsimile: (212) 757 -3990E-mail: [email protected]

emccolm@paulweiss. comrbrennan@paulweiss. com

Counsel to the Official Committeeof Unsecured Creditors

3{1053.001-W0042157.}


EXHIBIT A — TENTH MONTHLY FEE APPLICATION



Chapter 11

In re)))))))))

Case No. 15-10585 (LSS)

Quicksilver Resources Inc., et aI.,1


Debtors Objection Deadline: March 1412016, at 4:00 p.m.(prevailing Eastern time)

Hearing: Scheduled only if necessary

COVER SHEETS FOR TENTH MONTHLY APPLICATION OF'

MOELIS & COMPAI\Y LLC FOR COMPENSATION FOR PROFESSIONALSERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARY

EXPENSES AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OFUNSECURED CREDITORS FROM JAI\UARY 1.2016 THROUGH JANUARY 31.2016

Name of applicant:

Authorized to provideprofessional services to

Date of retention order: May 8, 2015, nunc pro tunc to March 30, 2015

Period for which compensationand reimbursement are sought:

January 1,2016 through January 3I,2016

Amount of compensation sought as

actual, reasonable, and necessary:

Amount of expense reimbursement soughtas actual, reasonable and necessary:

This is a(n):

$125,000.00

s3,420.822

Monthly application

The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number,

are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC 102571; Cowtown Drilling, Inc' [8899];Cowtown Gas Processing L.P. [140a]; Cowtown Pipeline Funding, Inc.19774h Cowtown Pipeline L.P' 19769i;Cowtown Pipeline Management, lnc. l977ll; Makarios Resources International Holdings LLC [1765];Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [87a8]; QuicksilverProduction Partners GP LLC l270ll; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline

Company LLC [93S4]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas

76102.Please note that certain vendor invoices may not come in until after the end of the month for which such service

was provided. Accordingly, Moelis reserves the right to include such unbilled expenses in subsequent fee

applications.

Moelis & Company LLC

Official Committee of Unsecured Creditors

Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 1 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 2 of 55

SUMMARY OF PROFESSIONALS' TIME DURING THE COMPENSATION PERIOI)

Moelie & Company

Summaryof HounWorked

Ianuary 1, 2016 - January 31,2016

Robert FladB Brym låst¡aDeg BuakKlein Kevin voelte

Managing Dirætor Managing Director

25.0 46.0

Managing Director Senior Vie President

25.0 27.5

Adam Waldmm Rachet Mffiay Anton Plsmenyuk Valbhav Goel Aa¡on Cohen Nichol¡s Kurtenbach Total

Viæ Pr6ident

58.5

A$ociate

25.5

Asciate16.5

Anâly3t

22,0

A¡âlyst

25.5

A$ocitte

16.5 288,0


SUMMARY OF EXPENSES

Moelis & Company

Summary of Expenses

1, 2016 - January 31,2016

Legal Fees

AirfareLodgingMeals: Overtime / Weekends / Travel

Phone & CommunicationsTaxi/ Car Service/ Parking/ Mileage

$s43.60"t,037.87

974.28

28.40

40.70

795.97

Total Expenses 93,420.82


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELA\ryARE

Chapter 11

In re:Case No. 15-10585 (LSS)



Debtors. Objection Deadline: March 14,2016, at 4:00 p.m.(prevailing Eastern time)


TENTH MONTHLY APPLICATION OF'MOELIS & COMPANY LLCFOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED

AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES AS

INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSE,CUREI)CREDITORS FROM JANUAIìY 1" 2016 THROUGH JAI\UARY 31.2016

Pursuant to sections 328 and 331 of title ll of the United States Code, ll U.S.C

$$ l0l-1532, as amended (the "Bankruptcy Code") and Rule 2016 of the Federal Rules of

Bankruptcy Procedure (the "Bønkruptcy Rules"), Rule 2016-2 of the Local Rules of Bankruptcy


"Local Bønkruptcy Rules"), this Court's Order Establishing Procedures for Interirn

Compensation and Reimbursement of Expenses of Professionals [Docket No. 195] (the "Interim

Compensatíon Ordef') and Order Authorizing the Employment and Retention of Moelis &

Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc, ro March 30,

2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [Docket

No. 332] (the "Moelís Retentíon Ord.er"), Moelis & Company LLC ("Moelis"), the retained


are: Quicksilver Resources Inc. [6163];Barnett Shale Operating LLC 102571; Cowtown Drilling,Inc. [88991;Cowtown Gas Processing L.P. Ia0a]; Cowtown Pipeline Funding, Inc.197741; Cowtown Pipeline LP' Í97691;Cowtown Pipeline Management, lnc. 197711; Makarios Resources International Holdings LLC Í17651;Makarios Resources International Inc,17612l; QPP Holdings LLC [0057]; QPP Parent LLC [87a8]; QuicksilverProduction Paftners GP LLC Í27011; Quicksilver Production Paftners LP l9l29l; and Silver Stream Pipeline

Company LLC [93S4]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas

76102.

)))))))))


investment banker to the offîcial committee of unsecured creditors (the "Committee") in the

chapter I I cases of above-captioned debtors and debtors-in-possession (the "Debtors"), hereby

submits this tenth monthly application (this "Applicatíon") for the allowance of compensation

for professional services performed by Moelis for the period from January l, 2016 through

January 31,2016 (the"Compensation Period'), and reimbursement of its actual and necessary

expenses incuned during the Compensation Period. By this Application, Moelis seeks allowance

of compensation for services rendered in the amount of $125,000.00 and payment in the amount

of $100,000.00 (which is 80% of the compensation sought herein). Moelis also seeks allowance

and reimbursement of actual and necessary expenses in the amount of $3,420.82.


BACKGROUND

t. On March 17,2015 (the"Petítíon Date"), each of the Debtors filed a voluntary

petition for relief under chapter I I of the Bankruptcy Code with the United States Bankruptcy

Court for the District of Delaware (the "Courf,'). The Debtors continue to operate their

businesses and manage their properties as debtors-in-possession pursuant to section I107(a)

and I108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases.

Z. On March 25, 2015 (the "Formatíon Døte"), the Office of the United States

Trustee for the District of Delaware appointed five of the Debtors' largest unsecured creditors to

serve as members of the Committee pursuant to section I102(a)(l) of the Bankruptcy Code. The




Indenture Trustee.

5



effective as of March 30,2015, by the Moelis Retention Order. The Moelis Retention Order is

annexed hereto as EIblþ!1-D, and the engagement letter between Moelis and the Committee is

annexed to the Moelis Retention Order as Eb!þ!!-l thereto (the"Engagement Letter").

COMPENSATION REQUESTED FORSERVICES RENDERED DURING THE COMPENSATION PERIOD

4. Moelis' requested compensation for the Compensation Period includes Moelis'

Monthly Fee for January 2016 in the amount of $125,000.00.

5. During the Compensation Period, Moelis' fìnancial advisor professionals



Retention Application,2 ça¡ it is not the general practice of financial advisory firms such as


(b) Moelis does not ordinarily keep time records on a ooproject category" basis' Additionally'

pursuant to the Moelis Retention Order, Moelis' non-restructuring professionals and personnel in


6. Moelis' work on behalf of the Debtors involved tasks that are briefly summarized

below. The summary is not intended to be a detailed description of the work Moelis has

performed during the Compensation Period, but rather is a guideline offered to the Court and


(a) Due Diligence. Moelis has performed substantial due diligence on the Debtors'

business and materials disclosed by the debtors, including a lien review and

business plan review.

"Moelis Retention Applicatíon" means the Official Committee of Unsecured Creditors' Application forEntry of an Order Aühorizing the Employment and Retention of Moelis & Compøny LLC as Investment

Banker to the Committee, Effective Nunc Pro Tunc /o March 30, 2015, and Waiving Certain Information

Requirements Imposed by Local Rule 2016-2 [Docket No. 246].

2

6


(d)

(b)

(c)

(e)

(Ð

Committee Communications. Moelis communicated with and presented to the

Committee on material updates, business developments, diligence findings and

analysis as well as business plan reviews.

Third Party Communications. Moelis communicated with the Debtors, the

Debtors' advisors, and certain other parties.

Business Review. Moelis performed analysis around Company's business

projections, ongoing performance and other potential options available to the

Company and Debtors.

Sale Process. Moelis reviewed bids for the Company's assets from third parties.

Moelis also reviewed APAs and attended the sale hearing.

Administrative Matters. Moelis conducted general administrative services,

including, but not limited to, services related to these chapter I I cases generally,

retention matters, addressing questions of individual members of the Committee,

chapter 11 procedures, and communications, administrative functions, and other

matters not falling into any of the service categories listed above.

Annexed hereto as Exhibit A are the summary time records of Moelis'7

investment banking professionals during the Compensation Period, which have been maintained

in accordance with the Moelis Retention Order. Pursuant to the Moelis Retention Order, the

requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and

Local Rule 2016-2 have been modified such that Moelis' restructuring professionals are required

only to keep summary time records in half-hour increments, Moelis' non-restructuring

professionals and personnel in administrative departments (including legal) are not required to

maintain time records, Moelis' restructuring professionals are not required to keep time records

on a project category basis, and Moelis is not required to provide or conform to any schedules of

hourly rates.


the requirements of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines and

Local Rule 2016-2 (as modified by the Moelis Retention Order), Moelis respectfully requests a

waiver for any such technical non-compliance.

7


REQUEST FOR REIMBURSEMENT OF EXPENSESINCURRED DURING THE COMPENSATION PERIOD

g. A detailed description of the expenses Moelis incurred during the Compensation

Period is annexed hereto as EIb!@. Such expenses incurred by Moelis include long distance

telephone calls, overnight delivery, travel expenses, local messenger service, meals, facsimiles,

postage, and duplicating and presentations charges, which are reimbursable pursuant to the

Moelis Retention Order. ln addition, the invoices and supporting time records for the attorneys'

fees and expenses for which Moelis seeks reimbursement are attached hereto as EiEÇ,. Such

attorneys' fees and expenses are also reimbursable pursuant to the Moelis Retention Order. All

of the fees and expenses for which allowance and payment is requested by Moelis in this

Application are reasonable and necessary. In seeking reimbursement of an expenditure, Moelis

is requesting reimbursement o'at cost" and does not make a profit on that expenditure.

lRemainder of page intentionally left blank.l

I



rc1% of its fees of $125,000.00 and 100% of its expenses of 53,420.82 incurred during the

Compensation Period. Moelis also respectfully requests payment by the Debtors of $103,420.82

representing the sum of 80% of its fees requested herein plus 100% of the expense

reimbursement requested herein.

Dated: February 22, 2016MOELIS & COMPAI\Y LLC

By: lslBarakKleinNä..' nu.uk Klrin-Title: Managing Director






First Lien lænders; Counsel to the Second Lien Agent; Counsel to the Ad Hoc Group ofSecond Lienholders; Master Sidlow & Associates, P.A. c/o Judith Scarborough and all


Moelis & Company LLC ("Moelis"), investment banker to Official Committee of

Unsecured Creditors (the "Committee") of the above-captioned debtors and debtors-in-

possession (the "Debtors"), has filed the Tenth Monthly Applícøtion of Moelís & Company

LLC for Compensatíon for Professional Senices Rendered ønd Reimbursernent of Actuøl and

Necessary Eipenses as Investment Banker to the Officíal Commíttee of Unsecured Credítors

from JaiuaU 7, 2016 through January 31, 2016 (the "Application"). The Application seeks

fees in the amount of $125,000.00 (807o = $100,000.00) and expenses in the amount of

fi3,420.82 for the period January 1,20L6 through January 3L,20t6.



before March 14,2016 at 4:00 p.m. (ET).


so as to be received no later than 4:00 p.m. (ET) on March 1412016:

In re:

Quicksilver Resources Inc., et a1.,1

Debtors.

Chapter 1"L

Case No. 15-10585 (t,SS)


Hearing Date: N/AObjection Deadline: March t4,2016 at 4:00 p.m. (EÐ

t The Debtors in these chapter 11- cases, along with the last four digits of each Debtor's federal tax identification

number, are: Quicksilu", ñrrour""s Inc. [6L63]; Barnett Shale Operating LLC ¡02571; Cowtown Drilling, Inc'

[8899]; Cowtown Gas Processing L.P. ¡t4O+1; Cowtown Pipeline Funding, lnc. 19774); Cowtown Pipeline L.P.

igZ1gi; Cowrown Pipeline Managemeni, tnc. ¡Sllt1; Makarios Resources International Holdings LLC 11765l;Makarios Resources International-lnc.17612l; Qfn HotAings LLC ¡0057]; QPP Parent LLC [87a8]; Quicksilverproduction Partners GP LLC 127011;

-Quicksilver Production Partners LP l9l29l; and Silver Stream Pipeline

Company LLC [9384]. The Debiors' udd."$ is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth,'Ïexas76!02.

{10s3.001-w0040700.}

Case 15-10585-LSS Doc 1166-1 Filed 02/22/16 Page 1 of 3Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 11 of 55

(i) counsel to the Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP, t285 Avenue ofthe Americas, New York, NY 10019 (Attn: Andrew N. Rosenberg, Esq. and Elizabeth McColm,Esq.); (ii) Delaware counsel to the Committee, Landis Rath & Cobb LLP, 9L9 Market Street,

Suite L800, Wilmington, DE (Attn: Richard S. Cobb, Esq. and Matthew B. McGuire, Esq.); (iii)the Debtors, Quicksilver Resources, Inc., et al.,80L Cherry Street, Suite 3700, Unit 1-9, Fort'Worth, TX 76t02 (iv) counsel to the Debtors, Akin Gump Strauss Hauer & Feld LLP, 1700

Pacific Avenue, Suite 4L00, Dallas, TX 7520L (Attn: Charles R. Gibbs, Esq. and Sarah LinkSchultz, Esq.); (v) Delaware Counsel to the Debtors, Richards Layton & Finger, P.4., One


Amanda R. Steele, Esq.); (vi) Counsel to the Global Administrative Agent for the First LienLrnders, Simpson Thacher & Bartlett LLP, 425Iæxington Avenue, New York, NY 10017 (Attn:


Third Avenue, New York, NY L0022 (Attn: Mitchell A. Seider, Esq. and David Hammerman,

Esq.); (viii) Counsel to the Ad Hoc Group of Second Lienholders, Milbank, Tweed, Hadley &McCloy LLP,28 Liberty Street, New York, NY 10005 (Attn: Dennis F. Dunne, Esq. and Samuel

A. Khalil, Esq.); (ix) the Office of the United States Trustee for the District of Delaware,844King Street, Room 2207,Wilmington, DE 19801 (Attn: Jane M. Iæamy, Esq.) and (x) Kirkland& Ellis LLP, 300 North LaSalle Chicago, [L60654 (Attn: Jason Gott, Esq.)

PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDERESTABLISHING PROCEDURES FOR INTERIM COMPENSATION ANDREIMBURSEMENT OF EXPENSES FOR PROFESSIONALS, IF NO OBJECTIONS AREFILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURE, THEDEBTORS WILL BE AUTHORIZED TO PAY 8O7o OF REQUESTED FEES AND L00% OFREQUESTED EXPENSES WITHOUT FURTHER COURT ORDER. ONLY IF ANOBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVEPROCEDURE, \ryILL A HEARING BE HELD ON THE APPLICATION.

Dated: February 22, 2OL6

Wilmington, Delaware RAIH & COBB LLP

\l{-S. Cobb (No.3 ts7)

Matthew B. McGuire (No. 4366)Joseph D. Wright (No. 5669)91,9 Market Street, Suite L800

Wilmington, Delaware L9801TÞlephone: (302) 467 -4400Facsimile: (302) 467 -4450Email: [email protected]


-and-

2{10s3.001-w0040700.}


PAUL, \ryEISS, RTFKIND, WI{ARTON& GARRISON LLPAndrew N. RosenbergElizabeth McColmRachel E. Brennan1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 313-3000Facsimile: (2L2) 757 -3990E-mail: [email protected]

[email protected]@paulweiss. com


3{10s3.001-w0040700.}


EXHIBIT A _ SUMMARY TIME RECORDS DURING COMPENSATION PERIOD

Qui cks ila er Re s our c e s Inc.

Summary of Hours -lanruary 2016

Robert Flachs Bryil Lastrapes Buak Klein Kevin Voelte Adam Waldman

Managing Director Managing Director Managing Director Senio¡ Vie President Viæ P¡esident

1.0

2.0

1.0

.1.5

1.0

1.0

1.5

4.0

4.5

2.0

2.0

1.0

4.5

2.0

1.0

2.0

1.0

1.0

1.0

2.0

1.0

1.5

t.;

1.0

1.5

;;1.0

;;

;;1.0

1.0

1.5

1.0

2.0

1.0

1.5

1.0

2.0

1.0

1.5

;;1.0

1.5

;;1,0

;;

;;1.0

1.0

1.5

L/1/'16-t/2/-16

"t/3/"16-t/4/-t6-t/5/1,6

"t/6/L6"t /7 /16-t/8/L6

"t/e/L6

1,/-t0/16

1/1L/-16

1,/12/"16-t/-t3/'t6

1,/"14/1,6

1/-15/1,6-t/16/L6

1/"17 /1,61/18/L61,/le /1,61,/20/1.6

L/2"1/1,6

1/22/"t61/23/'t61,/24/-16

L/ /"t61,/26/"t6"t/27 /16"t/28/"t6-t/2e/16

't/30/16

1/3-t/16To tal

;;6.0

1.0

1.5

t:;2.O

1.0

i:

a:;1.0

72.0

5.0

3.5

;;1.0

1.0

1.5

4.0

4.0

12.0

8.0

3.5

1.5

2.0

1.0

1.0

1.5

25.0 46.0 25.O 27,5 58.5



Summary of Hours - ]anuary 20L6

R¡chelMúÌay AntonPisenyuk Vaibh¡vGoel Aaro¡Cohen Nichol¡sKurte¡bach TotÀl

Asciâte AnâlystAnalyst

'L/7/76

7/2/767/3/761/4/76't/s/'t61/6/161/7/16-t/8/'t6-t/9/-t6

1/70/76

1/-t-t/-t6-t/-t2/"16

7/73/761/14/76

1/'t5/161/16/161/17 /161/18/167/7e/16

7/20/761/27/761/22/16

1/23/167/24/167/2s/767/26/16

u27/761/28/761/2e/761/30/76"r/37/16

Tot¡l

1.5

1.0

1.0

t.;1.0

1.0

3.0

ó.0

1.0

1.5

t,1.0

1.0

1.0

1.0

1.0

1.0

1.5

1.0

;;1.0

1.5

t.;

;

t.;1.0

1.0

1.0

t.;'1.0

;;0.5

2.0

1.5

,o

;;

,o2.O

1.0

1.0

1.0

1.5

1.0

;;1.0

1.5

1.0

3.5

t,1.0

1.0

10.0

8.0

4.0

15.0

ó.0

no,25.0

12.0

15.5

12.0

14.0

24.O

13.0

35.0

9.5

E.0

11.0

72.O

12.0

2.O

;ó,0

1.0

1.5

1.0

3.5

3.0

1.0

3,0

25,5 76.5 22,0 .5 16.5 288.0


Qui cksìla er Re s our ce s lnc.

Summary of Hours - Ianuary 2016

Total Hous:

Banker:

25.0 hour(s)

Rol¡e¡t Flachs

Restructúing Case: Quicksilver Resou¡ces Inc.

Entry Numbet:1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

LL.

L2.

13.

L4.15.

16.

17.

18.

19.20.21,.

Total

Date Total Hous Description1/2/20L6 1.0 hou¡(s) Caæ administration work1,/4/20f6 2.0 hour(s) Review Dæuments and Correspondence

1.0 Comittee Email Comunicationscomittee call

1/7/2016 0.5 hour(s) Weekly UCC Update Cal1/1L/201.6 2.0 hour(s) Review Dæuments and Correspondence

1.0 Caæ adninistration workReview

1./1.3/201.6 1.0 hour(s) Bid Call1.0 fo¡ comittee call

ucc Call

L/19/2016 1.0 hour(s) Case administration work1.0 for comittee call0.5 ucc Call

APA!/25/2016 2.0 hour(s) Review Documents and Correspondence

f/26/20t6 1.0 hour(s) Case administration work1.0 Sale

committee0.5 ucc

25.0 hou(s)


Qui cks ila er Re s ourc e s Inc.

Summary of Hours - ]anuary 2016

Total Hours:

Banke¡:

46.0 hour(s)

Bryan I¡strapes

Restruc turing Case: Quiclsilver Reources Inc.

Enhy Nmber:'t.

2.

3.

4.

6.

7.

8.

9.

10.

11.

12,13.

1,4.

15.'1,6.

17.

18.

L9.20.21,.

22.

23.24.

25'Total

Date Total Hous Description1/2/2016 1.0 hour(s) Caæ administration wo¡k1/4/2016 2.0 hour(s) Review Dæuments and Correspondence

6 1.0 Commíttæ Email Communícations20t6 1.0 committæ

6 0.5

Review DGumentsCa*Review

1.0 Bid Callfor conimittæ call

"l/14/20"16 0.5 hour(s) Weekly UCC Update Call1/L8/20"\6 2.0 hour(s) P¡eparation for Auction1/18/2016 2.0 hour(s) Review Dæuments and Correspondence'l/19/20"16 1.0 hour(s) Ca* admínistration work'l/20/20'16 12.0 hou¡(s) Quicksilver Auction1/2'l/2016 5.0 hou¡(s) Quicksilver Auction

for committæ callucc

APAReview Dæuments and

'l/28/20'16 1.0 hour(s) Prepared for committæ call1/2812016 0.5 hour(s) Wækly UCC Update Call

46.0 hoü(s)

2.0


Qui cksila er Res ource s lnc.

Summary of Hours - Ianuary 2016

Total Hous: 25.0 hour(s)

Banker: Barak Klein

RestructuringCase: QuicksilverResourceslnc.

Entr¡r Number:1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

LL.

12.13.

14.15.'t 6.

17.

18.

19.

20.

21,.

Total

Date Totâl HorsCase administration work

1 l4/20'16 2.0 horrrlsì Review Dæunents and Correspondence

1.0

0.5

Comittee Email Comunicationscomittee

ucc Call7/7L/201.6 2.0 hourfs) Review Dæuments and Correspondence

Caæ administ¡ation workReview

Bid Callfo¡ comittee call

Review Documents

1.0 Caæ administ¡ation wo¡k1./22/2076 1.0 hou¡(s) Prepared fo¡ comittæ call

6 L.0

1.0

1.0

0.5

20L6 0.5 ucc CallAPA

2076 2.0 Review Documents and

L/26/2076 1.0 hour(s) Caæ administ¡ationwork20L6 1.0 Sale

comittæucc Call

25.0 hou(s)


Qui cksila er Re s our c e s Inc.

Summary of Hours - Ianuarv 2016

Restructuling Case: Quicksilve¡ Resou¡cæ Inc.

Total Hous:

Banker:

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

1,2.

13.'t 4.

15.

1,6.

1,7.

18.

19.

20.

21.

22.23.

27.5 hour(s)

Kevin Voelte

Entry Number: Date Total Hoüs

ucccommittee call

Call0.5

1.0 Caæ"l /11 /2016 1.0 Waterfallhou¡lsìL/L1/20-16 2.0 hour(s) Review Bids

Waterfall

WaterfallBid Call

"l/'14/2016 0.5hour(s) WaterfallAnalysis

0.5

1.0

1.0

7 /'14/20L6 1.0 hour(s) Prepared for committee call0.5

1.0

1.0

2.0

1.0

Caæ

Reviewed APAWaterfall

ucc Call

committeeucc Call

'l /23 /2016 2.0 hou¡lsl Reviewed Undated Bid Summary'1/26 /20'16 1.0 hourls) Caæ administratíon work

1.0

1.0

27.5 how(s)committee

Sale

Total


Qui cksila er Re s ourc e s Inc.

Summary of Hours - ]anuary 2016

Restructuring Case: Quicksilver Resouces lnc.

Total Houls:

Banker:

Enhy Numben1.

2.

3.

4.

5.

6.

8.

9.

10.

11.

1,2.

13.'r4.

15.

16.17.

18.

19.20.21,.

22.

23.24.25.26.

27.

28.29.30.

Total

58.5 hou(s)

Adam Waldnan

Date Total Hours Description1.0 Case administ¡ation work

L/5/201-6 L.0hour(s) ComitteeEmailComuications^I /7 /20-16 1.0 hour(s) Prepared for comittee call"L /7 /20"16 0.5 hour(s) Weekly UCC Update Call"I /8 /2016 1.0 hou¡(s) Reviewed KWK Weekly Reporting Package')./').1/20-16 2.0 hour(s) Review Documents and Correspondence

1/11/2016 1..0 hou¡(s) Case adninist¡ation work1/11/201ó 2.0 hou¡(s) Review Bids

1/12/2016 4.0 hour(s) Review Bid Sumary1./12/201.6 2.0 hour(s) Preparation for Auction1./L3/201.6 L.0 hour(s) Bid Call1./L4/201.6 L.0 hour(s) Prepared for comittee callL/14/201.6 0.5 hour(s) WeeKy UCC Update Call

2.0 Review Documents andfor Auction

L/L9/201.6 1.0 hour(s) Case administration workL/'t9/20L6 3.0 hour(s) Travel (DC to DFW)'L/20/2016 12,0 hou(s) Quicksilver Auction

5.0 Auction

L /22/20'1.6 1.0 hour(s) Prepared for comittee callL/22/2016 0.5 hour(s) Wækly UCC Update CallL/22/20'16 2.0 hour(s) Reviewed APA

1.5 Reviewed Bid Draft

L/26/20L6 1.0hour(s) Caseadministrationwork"L/27/20L6 1.0hour(s) SaleHearingL/28/20L6 1.0hour(s) PreparedforcomitteecallL/28/20L6 0.5 hour(s) Weekly UCC Update Call

58.5 hou(s)


Qui cksilz: er Re s ourc e s lnc,

Summary of Hours - I anuary 2016

Total Hours:

Banker:

25.5 hour(s)

Rachel Murray

Restructuring Case: Quicksilver Resouces Inc.

Entry Numben1.

2.

4.

5.

6.

7.

8.

9.

10.

11.

72,13.

14.15.

1.6.

77.

18.

Total

Date Total Hours Description1.0 Case administration work

comittæ callL /7 /201.6 0.5 hour(s) Weekly UCC Update Call1/8/2016 1.0 hour(s) Reviewed KWK Weekly Reporting Package

1/77/2076 1.0 hour(s) Case adminishation work7/71/2076 2.0 hour(s) Rwiew Bids

1/72/2016 ó.0 hou(s) Prepare Bid Summary1/13./2016 1.0 hou¡fs) Bid Call1/14/2016 1.0 hou(s) Prepared for comittæ call1/14/2016 0.5 hour(s) Wækly UCC Update Call1/1.9/2076 1.0 hour(s) Case adminishation wo¡k7/22/2076 1.0 hou(s) Prepared for comittæ call1,/22/2076 0.5 hour(s) Weeldy UCC Update Call7/22/2076 2.0 hou(s) Reviewed APA7/23/2076 3.0 hour(s) Prepared Updated Bid Summary7/26/2076 1.0 hour(s) Case administration work1/27/201ó 1.0 how(s) Sale Hearing1/28/201ó 1.0 hou¡(s) Prepared for comittæ call

25.5 hour(s)

6 1.0



Summary of Hours - Ianuarv 20L6

Total Hours:

Banker:

16.5 hou(s)

Anton Pismen¡rk

Restructuring Case: Ouicksilver Resouces Inc.

Date Total Hours1.0 Case administration work

for comittee call'J,17 /2016 0.5 hourlsl Weeklv UCC Uodate

1.0 Reviewed KWKCaæ administration workReview Bids

'J./13/2076 1.0 hourls) Bid1/14/2016 1.0 hour(s) Prepared for comittee call1/1412016 0.5 hour(s) Weekly UCC Update CallL/19/2016 1.0 hour(s) Caæ adrninistration work1/22/201ó 1.0 hour(s) Prepared for comittee call

0.5 UCC Call2,0 Reviewed APA

Case administ¡a tion work7/27 /201,6 1.0 hourlsl Sale Hearins1/28/2016 1.0 hour(s) Prepared for comittee call

16.5 hour(s)

Entry Number:1.

2.

J.

4,q

6.

7.

8.

9.

10,

11.

1.2.

13.

L4.15.'t 6.

Total

6 1.0

6 2.0



Summary of Hours - January 20L6

Total Hours:

Banker:

22.0 hour(s)

Vaibhav Goel

Restructuring Case: Quicksilver Resou¡ces Inc

Entry Number:1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

L6."17.

18.

L9.

20.

2L.

22.

Total

Date Total Houls Description1/2/2016 '1.0 hour(s) Case administration work"I /7 /201.6 1.0 hour(s) Prepared for comittee call1/7 /201.6 0.5 hour(s) Weeklv UCC Update Call1. /8 /201.6 1.0 hour(s) Reviewed KWK Weekly Reporting Package

1,/11,/201,6 1.0 hour(s) Case administration work7/1'1./201.6 1.0 hour(s) Waterfall Analysis

1/1.'I/201.6 2.0 hour(s) Review Bids

1./1.2/201.6 0.5 hour(s) Waterfall Analysis1/13/201.6 1.0 hour(s) Waterfall Analysis

1/"13/20"16 1.0 hour(s) Bid Call1/"14/20"16 1.0 hour(s) Prepared for comittee call1./1.4/20'16 0.5 hour(s) Waterfall Analysis

L/'19/201,6 1.0 hour(s) Case administration work1,/"19/201.6 1.0 hour(s) Case administration work-l /22/20L6 1.0 hour(s) Prepared for committee call'l/22/201.6 0.5 hour(s) Weekly UCC Update Call1./22/201.6 1.0 hour(s) Waterfall Anaþis1/26/2016 1.0 hour(s) Case administration work"I/26/2016 1.0 hour(s) Case administration work1./27/2016 1.0 hour(s) Sale Hearing1/27 /2016 1.0 hour(s) Waterfall Analysis'l /28/2016 1.0 hour(s) Prepared for comittee caìl1/29/2016 1.0 hour(s) Waterfall Analysis

22.0 hour(s)


Qui cks ila er Re s ourc e s In c.

Summarv of Hours - Tanuarv 2016

Total Houre:

Banker:

25.5 hour(s)

Aaron Cohen

Resources brc.

Date Total Hows Description1/2/2016 1.0 hou(s) Case administration work1/7/201ó 1.0 hou(s) P¡epared for comittee call

0.5 ucc CallReviewed KWK

1.0 Case administration workReview Bids

1/12/2016 6.0 hou(s) Prepare Bid Sumary1/1312016 1.0 hou(s) Bid Call1/14/2016 1.0 hou(s) Prepared for comittæ call1114./2016 0.5 hou(s) Weekl]¡ UCC Update Call1/19/2016 1.0 hou(s) Case administration work1/22/2016 L.0 hou(s) Prepared for comittæ call1/2212016 0.5 how(s) Wækly UCC Update Call

2.0 Reviewed Submitted BidsBid

1/26/2016 1.0 hou(s) Case administration work1./27./2016 1.0 hou(s) Sale Hea¡ing1/28/2076 1.0 hou(s) Prepared fo¡ comittee call

25.5 hour(s)

Restructuing Case:

Entry Nmber:'),.

2.

c.

4.

6.

7.

8.

9.

10.

11.

\2.13.

1,4.

15.

16.17.

18.

Total



Summary of Hours - Tanuary 2016

Total Hous: 1ó.5 hour(s)

Banker:

Restructuring Case:

Enhy Number:'t.

2.2

4.

5.

6.

7.

8,

9.

L0.

L1.

12.

13.

14.15.

L6.Totâl

Nicholas Ku¡tenbach

Resources Inc.

Date Total flous Description1../2./2016 1.0 hour(s) Case adminÈtration work1/7/2016 1.0 hour(s) Prepared for comittee call1/7/2016 0.5 hour(s) Weekly UCC Update Call1/8/20'16 1.0 hourls) Reviewed KWK Weekly Reporting Package

1.0 Case administration workReview

L/"13/2016 1.0 hourls) Bid Call1.0 for comittæ call

-l/L9/2016 1.0 hour(s) Case administ¡ation work1/22/2016 1 .0 hour(s) Prepared for comittee call1/221201ó 0.5 hour(s) Weekly UCC Update Call1/22/201ó 2.0 hou¡(s) Reviewed Submitted Bids"I/26/2016 L.0 hour(s) Case administration work

Sale

comittee call16.5 hou(s)

6 1.0


EXHIBIT B _ SUMMARY EXPENSES DURING COMPENSATION PERIOD

Qui cksilzt er Re s our c e s Inc.

1. SummaryLegal Fees

AirfarelodgngMeals: Overtime / Weekends / TravelPhone & ComuicationsTaxi/Car Service/P4rking/Mileage

$543.601,,037.87

974.28

28.40

40.70

795.97

Total

2. Details

53A20.82

DescriptionKirkland & Ellis $543.60 Moelis & Company legal comsel - December 2015 Fees & ExpensesTotâl $543.60

Airfare DescriptionI-st*p"Waldman (1, /1,9 /16,-I/2-I/16) 634.31. Airfare for Auction (DC-DFW, DFW-NYC) - EconomyTota I $1,037.87

Lodging Descriptiontastrapes (1/20/16) 9297.85 Lodging for Deal Meeting - Dallas, L NightWaldmn (1 /19l1 6, 1 / 20 / 16\ 676.43 Lodsinsfor Deal Meeting - Dallas, 2 NightsTotal

Meals Travel

$974.28

DescriptionWaldman (l/20/1.6) $28.40 Dimer in Dallas, 1 person

Totâl

Taxi/ Car Senice /Parking

$28.40

Descriptionlasftapes (l/2L/L6)lastrapes (L/2L/1.6)

lastrapes (L/22/L6)lastrapes (1,/22/16)

Mwray (I/"12/1.61

$203.88

120.00

130.00

120.00

L0.74

21t.35

Rental car to / from airport for meetings / hearings

Cab to / from airport for meetings / hearings

Cab to / from afuport for meetings / hearings

Cab to / from airport for meetings / hearings

Cab home after working late on Proiect

Ca¡ Service in Dallas for AuctionWaldmanTotal

Phone

879s.97

Descríptionlastrapes (L/22/-16)

Pßmenyuk (7 /22/16)

qaL 72

1634Telecomuications experìse

Telecommicatiorìs expense

Total s40.70


EXHIBIT C _ INVOICE FOR REIMBURSABLE ATTORNEYS' FEES AND EXPENSES


I(RIOAND & ELLIS LLPAND AFFILIATED PARTNERSHIPS

300 North LaSalle StreetChicago, lll¡nois 60654

FEtN 36-1326630

February 17,2016

Moelis & Company399 Park Avenue, 5th FloorNew York, NY 10020

Attention: Mr. Osamu Watanabe

Invoice Number: 4826734Client Matter: 12991-12

In the matter of Quicksilver Resources, Finance Advice

For legal services rendered through January 31,2016(see attached Description of Legal Services for detail)

For expenses incurred through January 3I,2016(see attached Description of Expenses for detail)

$ s42.s0

$ 1.10

Total legal services rendered and expenses incurred $ 543.60

Be¡jing Hong Kong Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.


Legal Services for the Period Ending January 31,2016Moelis & Company12 - Quicksilver Resources, Finance Advice

Summarv of Hours Billed

HoursNameJason GottTOTALS

Rate775.00

Amounts42.s0

$ 542.507070

2


Legal Services for the Period Ending January 3I,2016Moelis & Company12 - Quicksilver Resources, Finance Advice

Description of Lesal Services

Date Timekeeper Hours Description

I/27116 Jason Gott .30 Prepare December fee application for filing.

I/28/16 Jason Gott .40 Prepare third interim fee application for filing

.70 TOTAL HOURS

J


Legal Services for the Period Ending January 31,2016Moelis & Company12 - Quicksilver Resources, Finance Advice

Description of Expenses

DescriptionColor Copies or Prints

TOTAL EXPENSES

Amount1.10

$ 1.10

4


I(RKLAND & ELLIS LLPAND Af TILIATED PARTNERSH IPS

300 North Lasalle StreetCh¡cago, lllino¡s 60654

FEtN 36-1326630

February 17,2016

Mr. Osamu WatanabeMoelis & Company399 Park Avenue, 5th FloorNew York, NY 10020

Invoice Number: 4826734

Total FeesTotal Expenses

$ 542.s0$ 1.10

TOTAL INVOICE $ 543.60

To ensure proper credit to your account please return this remittance with your payment.

TERMS: NET 30 DAYS

Wire Transfer From a U.S. Bank: Wire Transfer From a Non U.S. Bank:

REMITTANCE ADVICE

For Professional Services Rendered Through January 31,2016

Client Matter: 12991 - 12

In the Matter of Quicksilver Resources, Finance Advice

Citibank227 W. Monroe Street, Ste. 200Chicago, IL 60606ABA Number: 271070801Acct. Name: Kirkland & Ellis LLPAcct. Number: 800418399Ref. Number: 12991-12

Citibank227 W. Monroe Street, Ste. 200Chicago, IL 60606Swift Code: CITIUS33Acct. Name: Kirkland & Ellis LLPAcct. Number: 800418399Ref. Number: 12991-12

Beijing Hong Kong Houston London Los Angeles Mun¡ch New York Palo Alto San Francisco Shanghai Washington, D.C.


EXHIBIT D _ MOELIS RETENTION ORDER


o

Case l-5-l-0585-LSS Doc 332 Filed 05/08/15 Page 1 of 6

IN TIIE UNTIED STATES BANKRUPTCY COTJRTFOR TTTE DISTRICT OF DET.A\ryARE

In re:Chapter 1.1"

Case No. 15-10585 (ISS)

Jointly AdministeredQuicksilver Resources Inc., et a1.,1

Debtors.Re: Dockef No.2.46 ,,)Llt

ORDERA.UTHORIZING TTIE EMPLOYMENT AND RETBNTION OFMOELIS & COMPÁNT LLC AS II.IVESTMENT BANKERÎO TITE COMMITT|EE,ElrEcTrvE NaNc pRo TaNcTo MARCH 30, 2015, AI{D TVATVING CERTAIN

II\FORMATION REOUIREMENTS IMFOSED By LOCAL RULE 201ó-2

Upon the application (the 'Application'T of the Committee for employment and

tetention of Moelis & Company lJ-C. ("MoeliC') as investnrent ba¡ker to the Committee,

effective nurlc pro tut c lo March 30, æ1.5, and requesting a waiver of the time keeping

requirements of t¡cal Rule 2016-2 and the U.S. TrustBe Guidelines, all as more fully described

in the Application; and the Court hnving found that Moelis has the capability and experience to

provide the services describcd in the Application; and the Court having found based on the

representations made in the Applícation and the Flachs Declaration that (a) Moelis does not hold

or represent an interest adverse to the Debtors' estates and (b) Moelis is a "disintcrested person"

as defined in section 101(14) of the Bankruptcy Code as required by section 327(a) of the

Bankruptcy Code, Bankruptcy Rule 20L4(a) and I¡cai Rule 2014-1.; and the Court having found

1 The Debtors in these caseg, along with the last four digiæ of each Debtor's fsderal tax idcntífication trumber,are: Quicksilver Resowees Inc. [ó163]; Barnett Shale Operating IJ'llO257l; Cowtown Ðrilling, Inc. [8899];Cowtown Gas Processing LP. [1a0a]; C.owtown Pipeline Frrnding, [nc.l9Tl4l; C-owtown Pþline LP. [9769];Cowtown Pipeline Maoagement, Inc. [9771]; Makarios Resou¡ces [ntemational Holdings LI-C, [L765J;Makarios Resou¡çes Intemational Inc. [7612]; QPP Holdingp LLC [0057J; QPP Parent Lt C [8748]; QuicksilverProduction Partners GP ILC P70ll; Quickilver Production Partne¡s LP [91291; and Silver Stream PipelineCompany LLC [9384]. The Debtors' address is 801 Cherry Strect, Suite 3700, Unít 19, Fort Wortlq Texas76L02.

))))))))

o

o2 Capitatized terrns used but not ofherwise defined herein have the meanings ascribed to them in the Application.


o

Case L5-10585-LSS Doc 332 Filed 05/08/L5 Page 2 of 6

that it has jurisdiction to consider the Application and the relief requested the¡ein in accordance

with 28 U.S.C. $$ 157 and 1334 and the Amended Standing Order; and the Court having found

that consideration of the Ap'plication and the relief requested therein is a core proceeding in

accordance with 28 U.S,C. $$ 15(bX2) on which the Court may enter a final order consistent

with Article III of the Unitßd States Constitution; and the Court having found that venue is

proper in this district pursuant to 28 U.S.C. $$ 140S and 1.409; and the Court having found that

the Committee provided due and proper ûotice of the Application that is adequate and

appropriate under the particular ci¡cumstances; and a hearing having been held to consider the

relief requested in the Application; and upon the Flachs Declaratioq the record of the hearing,

and all proceedings had before the Court; and the Court having found and determined that the

relief sought in the Application is in the best inte¡ests of the Debtoru' estates, their creditors, and

othor parties in interest, and that the legal and factual bases set forth in the Application establish

just cause for the reliefgranled herein; and afte¡ due deliberation and sufficient cause appeariqg

therefor, it is hereby ORDERED:

1. The Applicatiou is approved as set forth herein. All objections to the relief

requested in the Application, whether filed or not are hereby ovemlled.

2. The Committee is authorized to retain and employ Moelis as its investrnent

banker in these chapter L1 cases, pursuant to the terms and conditions sct forth in the Apptication

and the Engagement lætter, effective nanc pro tunc to Ma¡ch tQ,?frts.

3. E:rcept to the extent set forth herein, the Engagement lætter (together with all

firnexes thereto), a copy of which is attached hereto as E&!þ!!J, including without limit¿tion

the Fee structure, is approved pursuant to sections 328(a), 11.03(a), and 1103þ) of the

Bankruptcy Code, and the Debto¡s are authorized and directed to perform their paymeut,

I

o


o

o

Case I-5-1-0585-LSS Doc 332 Filed 05/08/L5 Page 3 of 6

reimbursement, contribution and inderunification obligations and their non-monetary obligations

in accordance with t}re terms and conditions, and at the times specified, in the Fngagement

I-etter. Subject 1o paragraph six of this Order, all compensation, reimbursement of expenses,

indemnification, contribution and reimbursement to Moelis and any Indemnified Person (as

defined in the Engagenrent lætter) under tbe Engagement lrtter shall be subjeCI to review only

pursuail to the standards set forth in section 328(a) of the Banlruptcy Code, and shall not be

subject to any other standard of review induding but not timited to thal set forth in section 330 of

the Banknrptcy Code.

4. The Debtors are authorized to pay Moelis' fees and to reimburse Moelis for its

reasorable, documented, out-ofaocket costs and expenses as provided in the F.ngagement lætter,

including but not limited to, in-sourced document production costs, travel cÆsts, meals, and the

reasonable, actual, docrrmented, out-of-pocket costs, fees, disbwsements, and other charges of

Moelis' external legal counsel (without.the need for such legal counsel to be retained as a

professional in these chapter 11. cases). In the event that Moelis seeks ¡eimbursement from the

Debtors for attorneys' fee$ and expenses pursuant to the Application and the Engagement Letter,

the invoíces and suppofing time records for the attomeys' fess and expenses shall be included in

Moelis' own applications, both interim and fi¡¡I, and these invoices and time records shall be

subject to the U.S. Trustee Guidelines and the approval of the Bankruptcy Court pursuant to

sections 330 and 331 of the Bankruptcy Code, but without regard to whether such attomels have

been refained under section 327 of thø Bankruptcy Code.

5. Moelis shall file interirn and fînal fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incuned Ín accordance with

applicable provisions of the Bankruptcy Code, the Banlcuptcy Rules, the Local Rules, and any

o


o

o

Case 15-I-0585-LSS Doc 332 Filed 05/08/1-5 Page 4 of 6

applicable orders of the Court; providcQ howaw, that the requirements of the Bankruptcy Code,

the Bankrupfcy Rules, the U.S. Trustee Guidelines, and I¡cal Rule 2016-2 and any other orders

and procedues of this Court are hereby modified such that Moelis' restucturing professionals

shall be required only to keep summary time reoords in half-hourly incremcnts, Moelis'

non-restructuring professionals and personnel ín administrative departments (including legal)

shall not be required to keep any time records, Moelis' restructuring professionals shalt not be

required to keep time records on a project category basis, and Moelis shall not be tequired to

provide or conforrn to any schedule of hourly rates.

6. Moelis shall be compensated in accordance with tþe terms of the

Engagement Letter and, in particular, all of Moelis' fees and expenses in thesc chapter 11 cases

art hereby approved pursuant to section 325(a) of the Balkruptcy Code. Notwithstanding

anything to thc côntrary herein, the ftes and expenses payable to Moelis pursuant to the

Engagement Iætter ..shall .be . subject to review only pursuant to the standards set forth in

section 328(r) of the Bankruptcy C-ode and shall not be subiect to the standard of review set forth

in section 330 of the Bankruptcy Code, exoopt by the U.S. Trustee. This Order and the record

relating to the Court's consideration of the Application shall not prejudice or otherWise affect the

rights of the U.S. Trusûee to challenge the reasonableness of Moelis' compensation and experisç

reimbursernents under sections 330 and 331 of tha Bankruptcy Code. Accordingly, nothing in

this Order or the record shall constitute a finding of fact or conclusion of law binding on the U.S.

Trustee, on appeal or otherwise, with res¡rect to the reasonableness of Moelis' compensation.

7. The indemnification, contribution, and reimbursenrent provisions included in

Annex,A to the Engagement lætter are âpproved, subject during the pendency of these cases to

the following modifications :

o


o ã.

b.


Moelis shall not be entitled to indemniñcation, confribution, orreimbursement pursuant to the Engagement lætter, unless the

indemnificatioq conhibution, or reimbursement is approved by the Court.

Notwithstanding any provision of the Engagement T-ettæ 1o the contrary,the Debtors shall have no oblþtion to indemniS any Indemnified Person(as deflned in the Engaçment lætter), or provide contribution orreimbursement to any Indemnified Person, for any claim or extr)cnse that iseither: (i) judicially determined (the determination having become final)to bave a¡isen frorn the lndemnified Person's gtoss negligence, willfrrlmisconduct, bad faith" or self-dealing to which the Debùors have notconsented; (ü) for a contractual dispute in which the Debtors allege breach

of the Indemnified Pemon's obligations to maintain the confidentiality ofnon-public information, unless thc Cou¡t detemrines that indemnification,contribution, or reinbursement would be.permissible pursuant lo In reUníted Artists Thentre Co.,3LS F.3ð 2I7 (3d Cfu. 2003); or (iii) settled

without the Debtors' consent prior to a judicial determination as to theIndemnifi.ed Person's gross negligence, willful misconduct bad faith, orunconsented self-dealing, but determined by this Court, after ¡otice aûd ahearing to be a claim or expense for whicb such Indemnified Person

should not receive indemnity, contribution, or reimbursement under the

terms of the EngagementLntter, as modified by this Order.

ffo before the earlier of: (i) the entry of an order confiruring a chapter LL

plan rn these.caseq*.(tþ! order having become ¿ final order no lo¡gersubject to appeal); and (ü) the enhy ofan order closing these chapter 11

cases, any Indemnified Person believes that it is entitled to the payment ofany amounts by the Debtors on account of the Debtors' indemnificatior¡,contribution, and/or reimbursement obligations under the EngagementLetter (as modified by this Order), including, witbout limitation, the

advancement of defeuse costs, such lndemnified Person must file au

application therefor in this Court, and the Debtors may not pay any such

amounts to the Indemnified Person before the entry of an order by thisCourt approving the payment. This subparagraph (c) is intended only tospecify the period of time under which the Court shall have jurisdictionover any request for fees and expensas 19¡ i¡dsmnification, conkibution,and/or reimbursement by any tndemnified Pe¡sons, and not a provisionlimiting the duration of the Debtors' obligation to hdcmnify, or makecontributions or reimbursements to, the Indemnified Persons. All partiesin interest shall retain the right to object to any demand by anyIndemnified Person for indemnification, contribution, and/orreimbursement.

Any limitations on any amounts to be contributed by the parties to the

Engagement Le.tter shall be eliminated. The Indemnified Persons shallretain any rights they may have to contribution at cornmon law.

o c.

d.

o


tCase 15-L0585-LSS Doc 332 Filed 05/08/l-5 Page 6 of 6

8. No¡rithstanding the possible applicability of Barkruptc,y Rules 6004(h),7062, or

9014, the terms and conditions of this Order shall be immediaûely effective and enforceable upon

its entry.

9. To the extent that there may be any inconsistency betrveen the tÊrms of the

Application, the Engagemeut lætter, and this Order, the terms of this Order shall govem.

10. Notice of the þplication satisfies the requirements of Bankruptcy Rule OO04(a).

11. The Debtors are authorized to take all actions necessary to effectuate the rclief

granted in this Order in accordance with the Application.

12. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the interpretation, and enforcement of this Order

?nß

I/q.URIE S. SILVERSTEINUNITED STATES BANKRUPTCY JUDGEo

o


Case 15-10585-LSS Doc 332-L Filed 05/08/15 Page 1 of 19

EXHIBIT 1


Case 15-I-0585-LSS Doc 332-1 Filed 05/08/15 Page 2 of 19

399 PART AYBNUE

5rh FLOOR

NEW YORK, NEW YORK 10022

T 212.860.3800

I 212.880.9800MOELIS 6LOOMPANY

PRTVILEGED AND CONF.PENTIAL

The Official Committee of Unsecured Creditore of Quicksilver Resources, Inc., et al.

c/o Paul, Weiss, Rifkind, lVha¡ton & Garrison LLPL285 Avenue of the AmericasNew York,l{Y 10019

Aprit 21,2015

Ladies & Gentlemen:

Vy'e are pleased to confirm that sinc¿ March 30, 2015, the Official Committee of Unsecured

Creditors (the "Committee" or "you") appointed. in the chapter L1 cases (the "Banlauptcy Caqes') of

Quicksilvei Resources, hc. ("OuiclcsilySt') and its affiliates and subsidia¡ies that are or later become

debtors in the nunnupt"yG*-ftoUectively, the "Ç88@y" or the "D.s.þ!!r9'),1 which

Bankruptcy Cases are p"niittg in the United StateJ Bankruptcy Côurt for the Þist¡ict of Delaware (the

"Bankruptcv Court'), lias engãged Moelis & Company I-LC ('ndgel¡$", 'k", "S!" or "E:) to act as

its exclusive financial advisoiin counection with a þotential Restructuring (as defined below).

"Rgql¡gglUtingi" meâns any reshucturing, reorganization, rescheduling recapitalization or

repayment of all or iny material portion of the amciunts outstanding, as of the date hereof, under the

Côm¡ineO Credit Agreóments, Seðond Licn Credit Agreement, Second Lien Notes, 2019 Senior Notes'

2021 Senior Notes aád Senior Subordinated Notes (each as defined in the Decløratíon of Vanessa Gomez

Lagana in Support of First Døy Pleødings iD.I. l9l (the "Fitsl-D¡ú.-Ðgçlg¡at!su')) (together, the

"Indebtedness';¡, however such result is achiãveã, including" without limitation, through a plan or plans of

reorganization or liquidation (a "Bbt') confirmed in the Banlauptoy Cases, an exohange offer or c,onsent

solicitation, material covenant relief, material rescheduling of the mafurity date for the Indebtedness,

material ctrauge in interest rates, settlement or forgiveness of debt, conversion of debt into equity, other

material amendments to the Indebtedness, repayment of the lndebtednoss, issuance of new securities,

raising of new debt or equity capital, or the sãie or other transfer of equity, assets or other interests of the

Company (for avoidancå oi ¿oüUt a sale of all or substantially all of the Company's assets shall be a

Restructuring).

1. As part of our engagement we will, if appropriato and requested:

(a) assist the Committee in conducting a financial analysis of the Company's balance

sheet and its associated liabilities;

(b) assist the Comrnitlee in evaluating the Company's debt capacity and in the

determination of an appropriate capital stn¡cture for the Company;

It is expressly unde¡stood and agreed that all references to obligatiols o{ the Company under the terms of this

agreernlnt, including all attachãents hereto, shall be obligationã of the Compan{.Puf.suant to the orde¡. entered

U] tne nannuptcy C-ourt pursuant to and in accoidance wiitr the Committee's application to retain Moelis'

-1-


Case L5-10585-LSS Doc 332-L Filed 05/08/1-5 Page 3 of 19

39' PARK AVENUB

sth FLOOR

NEW YORK, NEW YORß 10022

T 212.880.3800

T 212.880.3800MOELTS.&*COMPå.NY

G)

(d)

(e)

assist the Committee in reviewing and analyzing proposals for any

Restructuring and to the ext€nt requested, assist the Committee in soliciting and

developing ãlternative proposals for a Restrucfuring in conjunction with the

Committee's Financial Aãvisor, Capstone Advisory Group, LLC ("Ça@¡e');

advise and assist the Committee and, if the Committee requests, participate in

negotiations of any Restrucluring;

be available to meet with the Committee, the Company's management, the

Company's board of directors and other creditor groups' equity holders 01 other

partiãs in interest (in each case who are institutional parties or repfesented by an

advisor) to discuss any Restructuring;

participate in hearings before the Banlauptcy Court and provide testimony on

matters mutually agreed úpon in good faith; and

such other investnent banking services in connection with a Restructuring as

Moelis and the Committee may agree.

(Ð

G)

Please note that Moelis does not provide, and will not be providing legal, tax, accounting or actuarial

advice to the Committee or any other party.

2. (a) As compensation for our services hereunder, the Company and its banlnuptcy estates willpay us thi Îees set iorth below. We acknowledge that neither the Comnittee, nor any of itslnáiviOuat members, nor any of the Committee's advisors or profæsionals (including but not limit€d to'

counsel to the CommitteÐl shalt have any obligation to pay our fees or e4penses ol SlI indomnity

amounts. The payment óf th.s" fees shall be Jubject to the applicable procedures of Title 11 of the

United States ioáe (the "EæhUplgy-ggde"), t¡t. Federal Rules of Bankuptcy Procedure (the

"Bankruprcy Rules'), ìna apfuiaUte tocat rules, guidelines and all applicable Banlruptcy Court orders,

inctuaing i¡, Or¿ä, nstøbitsnng Procedures-for Inter¡m Compensatíon and Reí¡nbursement ofExpenses of Professionøls [D.I. 195] (the "Compensation Order").

Monthly Fee

(Ð During the term of this agreement, a non-refundable cash fee of $1-50,000 per nonth

(the "ÑIonthl], Feei') for th-e firet three full Monthly Fees, and $125,000 pff month for

"""t vtor,ñll$ãthereafte¡. 'Whether or uot a Resiructuring has taken p-lace

-or will take

place, we strit earn and be paid the Monthly Feo beginning on Marsh 30,, !\l until the

ãxpiration oi termination ót tni* agreem"ot. For ihe month of March ã)L5, Moelis'

Mònthly Fee shalt be pro-rared to r"lflr.t that Moelis began providi!9 fryic11_h;reunderon Marlh 30, ZO!5. ine firrt payment for the pro rated portion of March 2015 and for

April 2015 súall be payable orthe first Thursday following the entry of any Bankruptcy

Court order upptotioj Moelis' engagemeût uRder this agreement and each _subsequent

paymenr shailïe puyibt" upon the firit thursCay of each subsequent month, if a business

àay; provided that any such payrnents shall only be made in accordance with the

-2-


Case I-5-L0585-LSS Doc 332-1 Filed 05i08/L5 Page 4 of L9

399 PANK ÂVBNUE

5th FLOOß

NEW YORK, NEW YOßK 10022

T 112.880.3800

MOELIS ELCOMPANYCompensation Order.

Restructurine Fee

T 212.880.9800

(iÐ Upon the consummation of any Reslructuring a non-refundable c¿sh fee(the "Bgsiructudng-Ecs') of $3,000,000. Fifty percent (50Vo) of all Monthly Feæ'beginning with the seventh, frrll Monthly Fee to becorne payable, shall be credited against

the Restructuring Fee, up to a maximum such credit of $750,000.

If at any time during the 9 months following the expiration or termination of tbis agreementeither (a) a Restructuring is consummated ü (b) the Company o¡ any entity formed or invested in toconsu¡nmate a Restructuring enters into an agreement for a Restructuring or a plan of reorganization is

filed, and a Restructuring is subsequently consummated at any time, and if the Company (or any entityformed or invested in to consummate the Roshucturing) and its bankruptcy estates had not at such timepaid to us the Restructuring Fee in fult and in cash¡ then the Cornpany and its bankruptcy esfates shall pay

us the Restructuring Fee in full and in cash immediately upon consunmation of the Restructuring(the'ltail Provision").

No fee payable to any other porson, whether by the Company, the Committee or any other person

or entity, shall reduce or otherwise affect the Restructuring Fee payable hereunder. The Committeefurther agrees not to object to our request to the Bankruptcy Court and any appellate court for allowanceand payment of Moelis' fees that are consistent with this agreement.

(b) Whether or not the Company corsummates a Restructurin& the Company and itsbankruptcy estates will reimburse us for all of our reasonable, actual, documented, and customâry

expenses, including the costs of our legal counsel (without the need for such legal counsel to be retained

as a professional in the Bankruptcy Cases), as they are insurred in entcring into this agreement, becomingretained in the Banlauptcy Cases and receiving payment of Moelis' fees and expensés, and in connection

with the performance of services pursuant to this agreement. \üe agree to provide the Cornpany withreasonable support for our expenies at the Cornpany's request or at the Bankruptcy Court's direction,

including detailed time stat€ments for Moelis' legal counsel to the extent such costs are sought to be paid

hereunder, redacted for privilege and confidentiality. The Committee agrees not to object to our request

to the Bankuptcy Couriand any appellate court for allowance and payment of Moelis' reasonable outof'pocket expenses that are reimbursable under the tenns set forth above.

(c) The obligation of the Company and its bankruptcy estates (subject to any nec€ssary

Bankruptcy Court approval) to pay any fee, expense or indemnity set forth herein is not subject to any

reduction by way of setoff, recoupment or counterclaim

(d) Notwithstanding the obligations of the Company and its banlcruptcy estates hereunder,

includ.ing,-but not limited to, tñeir obligation to pay the fees and expetrses of Moelis, and to indemnify

Moelis, lt is understood and agreed that Moelis' sole and exclusive client is the Committee' Moelis willin no circumstance be deemed to be a financial advisor or investment banker to, or have any obligation

whatsoever to, the Company or any other party, including without limitation, any individual member of the

Cornmittee, whether in its câpacity'as a membãr of the Committee or othenvise. All advice (written or oral)

-3-


Case 15-10585-LSS Doc 332-1- Filed 05i08/L5 Page 5 of 1-9

3'9 PAßK AVENUE

sth FLOOR

NBW YOR(, NBW YORX 10022

T 212,8E0,t800

T 212.880.3800MOELIS ELCOMPÄNYprovided by Moelis in connectíon with this ongagernent (i) is intended solely for the benefit and use of thc

Committee in considering matters to which this agreement relates, (ü) is not and will not be deemed to

constitute a recomme¡daiion to the Company's board of directors (or any similar goveming body) or the

Company with respect to any Restructuring or any other matter and (üi) is not intended for the benefit or use

by the Company, its stockholders, iß members, its other creditors or any other persou or entity.

(e) Moelis will nake a substantial commitment of professional time and effort hereunder,

which may foreclose other opportunities for us. Moreover, the actual time and effort required for the

engagement may vary substantially ftom time to time. In tight of the numerous issues that may arise inengagements such as this, Moelis' commitment of the time and effort necessaty to address the issues that

may arise in this engagernent, Moelis' expertise and capabilities that wi¡l be required in this engagement'

and the market rat; for professionals of Moelis' stature and reputation, the partiæ agrec that the fee

arrangement provided heiein is just and reasonable, fairly compensates Moelis, and provides the requisite

certainty to the Committee that Moe[s will be available to advise and assist it throughout the BankuptcyCases,

3. (a) In the Bankruptcy Cases, the Committee shall use its reasonable best efforts to seek a

final order of the Bankruptcy Court authoriz¡ng the ernployment of Moelis as its financial advisor

pursuanr ro the terms of ihis agreernent (including, without limitation, the fee, expense, and

indemnification provisions hereof) pirso"ot to, and subject to Íhe standards of review set forth in, Section

328(a) of the Bankruptcy Code (anã not subject to the standards of review set forth in Section 330 of the

Banìnuptcy Code), ounc prO lUûS to the date û¡st written above. The retention application and the

proposðd order(s) authorizing Moelis' retention nust be acceptable to Moelis in its sole discretion. In

àgrèeing to seek Moelis' rétention under Se¡tion 328(a) of the Bankruptcy Code, the Committee

aãtnowledges that it believes that Moelis' general resfiucn¡ring experience and expertise, its lnowledge

of the capital markets and irs restructuring éapabilitiæ will inure lo the benefit of the Company and the

Committãe, that the value to the Compant and the Committeo of Moelis' services derives in subst¿ntial

part from that expertise and experienèe and that, accordingly, the structure and amount of the fees set

iorth in Section 2 hereof are reasonable, regardless of the number of hours expended by Moelis'

professionals in the performance of the services piovided hereunder.

(b) Moelis will have no o;bligation to provide services unless the Banlfiuptcy C-ourt approves

Moelis' 'rátention

in a' final non-appeaú¡le order acceptahlÊ to Moelis under Sestios 328(a) of the

Banlcuptcy Code within 60 days fãfuowing the date firit written above. If such order is not obtained

within iuih 60 day period, or iuch order is later reversed, vacated, stayed or set aside for any reason'

Moelis *ay terminãte thi¡ agreemeut and may seek payment in the BankruPtcy Court for all fees

owing and expenses incurred prior to the date of termination.

(c) Moelis' post-petition conpensation, expsnse. reimbursements and payment received

purru"niro the provisions of ,Anne¡á shall be ontitled-to pniority a! expenses of adminjstration under

bections 503(bX1XA) and 507(a)(2) of rhe Banlnuptcy Codé, and shall be entitled to the benefits of any

"carve-outs" iórprofãssional fees'and expenses in-effect pursuant to one or more fi¡ancing or adequate

assuranc€ orders sntered by the Ranlruptry Court. Following entry of an order authorizing our retention,

the Committee will assist idoelis io preparing, filing and sert'ing fee statemsnts, interim fee applications,

and a final fee application.

-4-


Case 15-I-0585-LSS Doc 332-1 Filed 05/08/1-5 Page 6 of 1-9

3'9 PARß AVENUE5rh FLOOR

NEW YORK, NEW YOI,K 10022

MoELIS 6LCOMPå.NYT 212.860.3E00

1 212.880.3800

(d) The Committee shall use its reasonable efforts to ensure that, to the ñ¡llest extentpermitted by law, any confirmed Plan in the Banhuptcy Cases contains typical and custornary releasæ(both from the Company, its bankruptcy estates and from third parties) and exculpation provisionsreleasing, waiving and forever discharging Moelis, its divisions, affiliates, any person controlling Moelisor its affiliates, and thei¡ respective current and former directots, officers, partners, members, agents andemployees from any claims, obliptions, suits, judgments, damages, demands, debts, rights, causes ofaction, and liabilities related lo the Company, the Committee, any Plan or the engagement described inthis agreement.

The terms of this Section 3 are solely for the benefit of Moelis, and may be waived, in whole or in part,only by Moelis.

4. Subject in all respects to'the Bylaws of the Committee, dated April 7, 201.5 (the"Çg¡q!ûi!!ge Silaws'), andfhe Confidentialþ Agreement between Moelis and the Company, dated April2,2015 (the "Moelis ConfidentialitL ), the Committee will, or will use all reasonable effortsto cause the Company to, firrnish us with all information concerning the Company that we reasonablydeem appropriate (collectively, the "bf@) to perform this engagement and the Company willprovide us witb reasonable access to the oûticers, dfuectors, employees, åccor¡ntants, advisors, counseland other representatives of the Company, To the best of the Company's knowiedge, the Information willbe true and correct in all material redpects and will not contain any material misstatement of fact or omitto state any material fact necessary to make the statements contained therein not misleading. TheCommittee undorstands and agrees that we, in performing our servicæ hereundér, will be entitled to useand rely upon the Information as well as publicly available information without independent verification.Vy'e are not required to conduct a physical inspection of any of the properties or assets, or to prepate orobtain any independent evaluation or appraisal of any of the assets or liabilities, of the Company. We willalso be entitled to assume that financial forecasts and projections the Compaûy makes available to us havebeen reasonably prepared on base.s reflecting the best cwrently available eslimates and judgments of themanagement of the Company as to the ¡natters covered thereby.

Subject in all respects to tbe Comrnittee Bylaws and the Moelis C.onfidentialify Agreement, wewill not disclose to any third party nonpublic Inforrnation concerning the Company provided to us inconnection with this agreement as long as it rernains nonpublic, except (i) as otherwise required bysubpoena or court order and for private disclosure to ow ûnancial regulatory authorities and (ii) wemay provide nonpubiic information to other parties that are subject to non-disclosue agreements with the

Company. This paragraph shall terminate one year following the date of this agreement, For ïheavoidance of doubt, nothing in this paragraph or this âgreement shall modify the Moelis ConfidentialityAgreement.

5. Subject in all respects to the Committee Bylaws and the Moelis CoufidentialityAgreement, the Committee will not disclose, summarize or refer to any of our advice publicly or to any

third party without our prior wriilen consent. Certain communications and correspondence from Moelis,and work product and analyses prepared by Moelis for the Cornmittee in connectioD \'/ith this

engagement, will be considered in preparation for litigation over the restructuring of the Company.

Subject to the Committee Bylarvs ahd the Moelis Confide¡tiatity Agreement, if Moelis or any of isrepresentatives becomes required (including without limitation, by deposition, intenogatory, request fordocuments, subpoena, civil investigatíve demand or similar process) to disclose any nonpublic Information,

-5


Case 15-10585-LSS Doc 332-1- Filed 05/08/1-5 Page 7 of 1-9

'99 PARX AVENUE

5th FLooRNEW YORX, NEW YORK 10022

MOELIS ELCOMP.â.NYT 212.880.3800

T 21 2.880.3800

Moelis shall provide the Company with notice as promptly as practicablq to tho extent allowed by law, deand regulation, of such requirement. Moelis agrees to disclose only that portion of the nonpublic Inform¡tionwhich it is required to disclose and, at the Companyb dir€ction, to use reasonâble efforts to ensure that anynonpublic Inforrration so disclosed is accorded confdèhdal heatment at the Company's e4pense. TheCornmittee acknowledges that we mBy, at our option and expeme after announcement of anyRestructuring, place announcements aid advertisements or otherwise publicize such transaction and ourrole in it (which may include the reproduction of the Company's logo and a hyperlink to the Company'swebsite) on our websile and in such financial and other newspap€rs and journals as we may choose,stating that we have acted as exclusive financial advisor to the Committee in connection with anyRestructuring,

6. lVe are an independent conEactor with the contractual obligations described herein owingsolely to the Committee. TVe expressly disclaim any obligations whatsoever to ariy party other than theCommittee. As a material part of the consideration for Moetis to furnish its services under thisagreement, Moelis requires that the Company, the Committee and the other parties described on Annex Aagree to the indemnity and other provisions set forth in the attached á nnex A, which are an integral partof this agreement and are expressly and entirely incorporated by reference herein. The Company'sobligations set forth in Annex,A are in addition to any rights that any hrdemnified Person may have at

common law or otherwise. Other than the Indemnified Persons, there a¡e no lhird pafiy beneficiaries ofthis agreement. The Committee and the Company agree to the acknowledgements and disclosures set

fofihiny'',nnexB.

7. Our engagement hereunder shall extend until the ga¡liest of (i) the final effective date of aPlan confirmed iû the Banlauptcy Cases, (ü) the conversion of the Banhuptcy Cases to Chapter 7 of theBankruptcy Code, (üi) dismissal of the Bankruptcy Cases and (iv) the dissolution of the Committee;provided,'howevei, that our engagement may be (x) terminated earlier, with or without cause, either by us

or by the Committee upon 5 days' prior written notice thereof to the other party ü (y) terminated earlieras provided elsewhere herein. Nonrithstanding the foregoing, in the event of any expiration ortermination of our engagement hereunder, (i) we will continue to be entitled to payment by the

Company and its bankruptcy estates of all fees payable prior to such expiration or terminationpursuant to Section 2 of this agreement and all fees payable pursuant to the Tail Provision in Section

4a), (iÐ we will be entitled to payment by the Company and is banklptcy estates of all unreinbursedexpenses incurred by us in connection with the servicrs rendered on or prior to the date of expirationor terminalion, and (iiÐ (A) the indemnification and other obligations set forth in Annex.¿{ hereto

and (B) the provisions of Sections 4 through t hereof, all shall remain operative and in full force and

effect regardless of any such termination or expiration.

8. Moelis is an independent investment bank which is engaged in a range of inveslment

banking activities. Certain afñliatos of Moelis are engaged in asset management and other activities fortheir own sccount and otherwise. Moelis and its affiliates may have interests that differ from the

Company's interests. Moelis and its affiliates have no duty to disclose to the Company, or use for the

Company's benefit, any information acquired in the cpurse of providing services to any other part¡engaging in any transaction or carrying on any other businesses. .Moélis' employees, officers, partDers

anã affiliates may a¡ any time own ihe -Company's

securities or those of any other entity involved in any

transaction contemplated by this agreernent. Moelis recogrizes its obligations under applicable securities

-6-


Case I-5-10585-LSS Doc 332-1 Filed 05/08/1-5 Page I of 19

3'9 PARtr AVENUE

5rh FLOOR


MOELIS ELCOMPANYlaws in connection with the purchase and sale of such securilies.

T 212.880.3800

T 212.880.3800

9. This agreement aud atry dispute or claim that may arise under this agreement shall be

governed by and construed in accordance with the internal laws of the State of New Yorþ and thisagreement embodies the entire âgreemeot and.sqpersedes any prior wrítten or oral agreement relating tothe subject matter hereof, and may only ba amonded or waived in writing signed by both the Committeeand us (and if the obligations of the Cornpany are advgrsely affected, the Company). If any part of thisagreement is judicially determined to be unenforceable, it shall be interpreted to the fullest extentenforceable so as to give the closest meaning to its intent, and the remainder of this agreement shallremain in full force and effect. This agreement is the product of arm's length negotiations among

sophisticated pârties, and each of the parties hereto hæ consulte.d (or has had the opportunity to consult)with legal counsel of its own choosing. Therefore, the parties aclarowledge and agree that any otherwiseapplicable rule of confiact construction or interpretation that ambiguities shall be consftued against tbe

draftsman (and all similar rulæ of cotrtract construction or interpretation) shall not apply to this

agreement. This agreement may bs executed in two o¡ more counterparts, each of which shall be deemed

an original, but all of which shalt constitute one and the same agreement. This agreement shall be bindingupon the Committee, the Company and its banhuptcy estates, and us, as well as thei¡ and our respective

successors and permitted assigns. All actions and procoedinp arising out of ot relating to this agreement

shall be heard and determined by the Banlauptcy Courtor any court having appetlatejurisdiction over the

Bankruptcy Court. If the Banlcuptcy Court declines to assert jurisdiction over such proceedings or if the

reference is withdrawn to the United States District Court, then such proceedings shall be hsard and

deterrnined in any New York st¿te or federal court of competent jurisdiction sitting in the city and countyof New Yorþ to whose jurisdicrion we and the Committee hereby irrevocably submit. The parties agree

that the Bankruptcy Court shall have jurisdiction for the pendency of the Company's bankruptcy caries'

wE, THECOMMTTTEE AND TtrE CûMPAI|{Y (ON nS OWN BEHALF AND, TO TI{EEXTENT PERMMTED BY APPLICABLE I.AW, ON BEHALF OF ITS CREDTTORS ANDsEcuRITy HOLDERS) I{EREBY AGREE TO IVAIVE A}ry Rrcrfr TO TRIAL BY JURY WITHRESPECT TO ANY CIAIM, COT]NTERCIáIM OR ACTION ARISING OUT OF THEENGAGEMENT OR OUR PERJ'ORMAI.ICE THEREOF.

(Signatur e pø ge follaw s )

-'7 -


By:

Case 15-1-0585-LSS Doc 332-1 Filed 05/08/l-5 Page 9 of 19

¡,, PA1K AVINUDtrh tlooRNEW YOIß. NtW YORX lD0¡¡

MOELTS{OOMPANYT 2t2 lt0 tr00I ¡r¡ tto t¡00

Wo an: detighted to acccpt lhis ongagemcnt a¡¡d look forw¡¡d to worklng with û¡e Committoc. Pleasc

sigrr and rcturn tho cnclosd duplicô of this agrccrnonl Tho individuals signing this agttcment caoh

rÊprÊsont that hc or shc ls auûrorlzcd to cxcc¡¡¡s and deliver it on behalfofthc antity whoss namo sPPears

diroctly above his or her signaturc

Vorytnrþ yours,

MOBLTS & COMPAI.TY LLC

By:

Title: Managing Direotor

Ag€ed to as of the dato fir¡t writtsn above:

MOELIS & COMPANYLLC

:Managing Direoto¡

-E-



THE OT ICIAL COMMITTEE OF UNSEC¡.IREDCREDITORS OF QIJICKSILVER RESOÛRCES, INC., er ør.

By: ARES SPECIAL SITUATIONS FUND lV, L.P.solely rn lts capaoty as Co-Chair of the Committceand not m its

ByI¡lc MOORE

VICE PR.ESJDgNT

By' DBLAWARETRUSTCOMPAÌ.IY,sololy n its caposþ æ Co-Chsk of üs Commrtt€e

and nol in its inùvidual capacity,

lslTrtleBy

Signanue Page to Moelis Engagement Lettor


By: lsl

Tirle

Case 15-10585-LSS Doc 332-1 Filed 05/08/15 Page 11- of 19

THE OFFICIAL COMIdITTEE OF UNSECIJREDCREDITORS OF QUICKSILVER RESOURCES, tNC., er ø¿

By: ARES SPECIAL SITUATIONS FUND IV, L.P,solely in its capacþ as Co4hair ofthe Cornmitteeand not in is individual capacity,

By: DELAïYARETRUSTCOMPANY,solely in its capacþ as €o-Chair oftlre Com¡ritteeand not in its individrul capacity,

By: ml.¡lu^ u E+WTitte; ManaginsÐGtoÌ'

Signature Page to Moelis Engagement l,otter


MOELIS SLCOMPá.NY

Case I-5-1-0585-LSS Doc 332-l- Filed 05/08/1-5 Page 12 of 1-9

ANNEIT.A

In connection with our engagement to advise and æsist the Official Committee of Unsecured (heditors

(the "esrn!s!$ee") appointed in the chapter 11 cases (the "EadauBlgy-easçs') of Quiclsilver Resources,Inc. ("QUigbibtrI') and its affiliates and subsidiariss that are or later become debtors in the BanlruptcyCases (collectively, the "Dg,þ!otq"), the Debtors and the Committee will be subject to the terms of thisAnnex.' In the event that Moelis & Company LLC or our affiliates or any of our or our affiliates'respective cuüent or former directors, officers, partnerc, rnanagers, agents, representatives or employees(including any person controlling us or ary of our affïliates (collectively, "Indem¡rified Persons")becomes involved in any capacity in any actual or threatened action, claim, suit, investigation orproceeding (an "Action") arising out of, related to or in connecfion with the engagement or any matter

referred to in this agreement, the Debtors, their banhuptcy estates, the reorganized Debtors and/or theirreorganized affiliates and subsidiaries after the consurnmation of the Restructuring (as defined in the

agreement between us and the Committee to which this Annex A is attached), and any entity or entities that

may be formed or invested in to co¡summate a Rest¡ucturing (all such entities, the "çenqB4!y:') willreimbursç such Indemnified Person for the reasonable outof-pocket costs and expenses (includingcounsel fees) of investigating preparing for and responding to such Action or enforcing thisagreement, as they are incurred. The Company will also indemnify and hold harmless any IndemnifiedPerson frorn and against, and the Company and the Committee agree that no Indemnified Person shall

have any liability to any of the Cæmpany, the Committee or their respective ¡ffiliates, owners, directors,officers, employees, security holders or creditors for any losses, clairns, damages or liabilities(collectively, "Losses') (A) related to or arising out of oral or written statements or omissions made orinformation provided by the Cornmitteo, the Company or thefu respective agents or (B) otherwise arisingout of, related to or in connection with the eûgagement or our performance thereof, except that this clause(B) shall not apply to Losses that a¡e finally judioially determined to have rssulted prrinarily from the bad

faith or gross negligence of such hdemnified Porson.

If such indemnification or limitation of liability are for any rea¡¡on not available or insufficisnt to hold an

Indemnified Person harmless, the Cnmparry agrees to conftibute to the l¡sses in such proportion as is

appropriate to reflect the relative bonefits received (or anticipated to bc received) by the Company and the

Committee, on the one hand, and by us, on the other hand, with respect to the engagernent or, if such

allocation is judicially determined to be unavailable, in such proportion as is appropriate to reflect the

relative benefits and relative fault of the Company or the Committee on the one hand and of us on the

other hand, and any other relevant equitable considerations; provided, howøter, that, to the extont

permitted by applicable law, in no event shatl the Indemnified Persons be responsible for amounts that

exceed the fees actually received by us from the Cornpany and its banlruptcy estates in connection withthe engagement. Relative benefits to the Company, on the one hand, and us, on the other hand, withrgspect to the qngagement shall be deemed to be in the same proportion as (i) the total value paid orproposed to be paid or received or proposod to be received by the Company or its debt and securilyholders, as the case may be, pursuánt to the hansaction(s), whether or not consuûrmated, contemplated by

the engagement bears to (ü) the fees aclually received by us in connection with the engagement'

The Company and the Cemmi¡¡se will not without our prior written consent (not to be unreasonably

withheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate

(a "settlement") any Action in respect of which indcmnification is or rnay be sought hereunder unless

It is expressly understood and agreed that all references to oblþtions of the Company under the terms of this

Annex A and the agteement to which it ís attached shall be obligations of the Company pursuant.io the order

entered by the Barúruptcy Court pursuant to and in accordance with the Committee's application to retain

Moelis.

- A-1 -


Case L5-l-0585-LSS Doc 332-1 Filed 05/08/L5 Page L3 of 3-9

MoELr s {coMPÀNYsuch Settlement includes a release of each Indem¡ified Person from any l"osses æising out of such

Action. The Company and the Comsúttee will not permit any such Settlement to include t statement as

to, or an admission of fault or culpability by or on behalf of an Indemnified Person without such

Indernnifred Person's prior written consent. No Indermified Person seeking indemnifïcation,reimbursement or contribution under this agreernent willr. without the Company's or the Committee'sprior written consent (not to be unreasonably wittrheld), agree to the Settlement of any Action'

Prior to effecting any proposed sale or liquidafion of all or substantially all of its assets that does not

explicitly or by operation of law provide for the assumption of the obligations of the Company set forthherein, the Company will notif us in witing of its arrangements for the Company's obligations set fodhherein to be assumed by another creditworthy party (for example, through insurance, surety bonds or the

creation of an escrow)

- A-2-


Case 15-1-0585-LSS Doc 332-L Filed 05/08/15 Page L4 of 19

MOELISSLCOMP,A.NY

ANNUT.E

IISA Patriot Act. Moelis is required to obtain, verify, and record information that identifies the

Company in a manner that satisfies the requirements of and in accordanse with the USA Pahiot Act.

Brrsiness Continuity. Moelis maintains a business continuity plan that is roviewed annually and is

updated as necessary. Our disclosure statement is available on our website at www.moelis.com and a

copy can be requested by contacting us at [email protected].

-B-1-



In reChapter 11

Case No. 15-10585 (LSS)

Jointly AdministeredQuicksilver Resources Inc., et al.,l

Debtors

CERTIFICATION OF COMPLIANCE WITH GUIDELINESFOR FEES AND DISBURSEMENTS FOR PROFESSIONALS

IN DISTRICT OF DELA\ryARE BANKRUPTCY CASES

I, Barak Klein, certify that:

l. I am a managing director of Moelis & Company LLC ("Moelis"), the investment

banker to the official committee of unsecured creditors in these chapter 11 cases. This

certification is made pursuant to the United States Trustee's Guidelines for Reviewing

applications for Compensation and Reimbursement of Expenses filed Under I I U.S.C. $ 330 (the

"Guíd.elínes") in support of Moelis' foregoing Application (the "Application"). I am Moelis'

Certifying Professional as defined in the Guidelines.

2. I have read the Application and certify that, to the best of my knowledge,

information, and belief formed after reasonable inquiry, except as specifically indicated to the

contrary herein or in the Application: (a) the Application complies with the Guidelines; and (b)

the fees and disbursements sought by Moelis fall within the Guidelines and are billed in


are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC 102571; Cowtown Drilling, Inc. [8899];Cowtown Gas Processing L.P. Ia0a]; Cowtown Pipeline Funding,Inc.19774l; Cowtowr Pipeline LP.19769J;Cowtown Pipeline Management, Inc. l977ll; Makarios Resources International Holdings LLC [1765];Makarios Resources International lnc.17612l; QPP Holdings LLC [0057]; QPP Parent LLC [87a8]; QuicksilverPloduction Paftners GP LLC l270ll; Quicksilver Production Paftners LP [91291; and Silver Stream PipelineCompany LLC [9334]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas

76102.

))))))))


accordance with practices customarily employed by Moelis and generally accepted by Moelis's

clients (though Moelis normally does not bill its clients by the hour). In seeking reimbursement

of an expense, Moelis does not make a profit on that reimbursement.

3. Pursuant to this Court's May 8, 2015 order approving Moelis' retention in these

cases (the "Moelis Retention Ordet''), the requirements of the Bankruptcy Code, the Bankruptcy

Rules, the U.S. Trustee Guidelines and Local Rule 2016-2have been modified such that Moelis'

investment banking professionals are required only to keep summary time records in half-hour

incrementso Moelis' non-restructuring professionals and personal in administrative departments

(including legal) are not required to keep time records, Moelis' non-restructuring professionals


provide or conform to any schedules of hourly rates. As stated in the Moelis Retention

Application,' 1a¡ it is not the general practice of financial advisory firms such as Moelis to keep

detailed time records similar to those customarily kept by attorneys; and (b) Moelis does not

ordinarily keep time records on a "project category" basis.

4. I have reviewed the requirements of the Local Rules for the United States

Bankruptcy Court for the District of Delaware. To the best of my knowledge, information and

belief, the Application complies with the requirements of the Local Rules, except to the extent

compliance has been modified or waived by the Moelis Retention Order.

Dated: February 22, 2016lsl BarakBarak KleinManaging DirectorMoelis & Company LLC

"Moelis Retention Applicøti.on" means the Ofiìciat Committee of Unsecured Creditors' Application forEntry of an Order Authorízing the Employment and Retention of Moelis & Company LLC as Investment

Banker to the Committee, Effective Nunc Pro Tunc /o March 30, 2015, and Waiving Certøin Information

Requirements Imposed by Local Rule 2016-2 [Docket No. 246].

2


EXHIBIT B — ELEVENTH MONTHLY FEE APPLICATION



Chapter 11

In reCase No. 15-10585 (LSS)

Quicksilver Resources Inc., et al.,lJointly Administered

Debtors Objection Deadline: iù|.ay 12,2016, at 4:00 p.m.(prevailing Eastern time)

Ilearing: Scheduled only if necessary

COVER SHEETS FOR ELEVENTH MONTHLYAPPLICATION OF'MOELIS & COMPANY LLC FOR

COMPENSATION F'OR PROFESSIONAL SERVICES RENDEREDAND REIMBURSEMENT OF'ACTUAL AND NECESSARY EXPENSES AS

INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECUREDCREDITORS FROM FEBRUARY 1. 6 THROIIGH F'ERRI]ARY 29.2016

)))))))))

Name of applicant:

Authorized to provideprofessional services to


Offrcial Committee of Unsecured Creditors

Date of retention order: May 8, 2015, nunc pro tunc to March 30,2015


February 1,2016 through February 29,2016


actual, reasonable, and necessary:$125,000.00

Amount of expense reimbursement soughtas actual, reasonable and necessary: $385.952

This is a(n) Monthly application


are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC 102511; Cowtown Drilling, Inc. [8899];Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, lnc.197741; Cowtown Pipeline L.P.197691;Cowtown Pipeline Management, lnc. 197711; Makarios Resources Intemational Holdings LLC 117651;Makalios Resources Intemational lnc.116121; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; QuicksilverProduction Partners GP LLC 127011; Quicksilver Production Partners LP 191291; and Silver Stream PipelineCompany LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas76t02.Please note that certain vendor invoices may not come in until aftel the end of the rnonth for which such servicewas provided. Accordingly, Moelis reserves the right to include such unbilled expenses in subsequent feeapplications.


SUMMARY OF PROFESSIONALS' TIME DURING THE COMPENSATION PERIOD

Moelis & Company

Summary of Houre WorkedFebruary l, 2076 - February 29, 2016

Rob€Í Flachs Bryan I¡st¡apes Barak Klein Kevln Voelte

Managing Director

13.0

Managing Director

24.0

Managing Director

38.5

Senior Vice President

,6q

Adam Waldman Rachel Múray Anton Pismenyuk Vaibhav Goel Aüon Cohen Nidrolas Kufenbach Totâl

Vie Plesident

20.0

Associate Analyst A¡alyst Assciate

26.015.029.O15.026.0 232.O


SUMMARY OF EXPENSES

Moelis & ConpanySummary of Expenses

February 1,2016 - Febnary 29,2016

AirfarePhone & ComunicationsTaxi/Car Seruice/Parking/ Mileage

$9s.33

32.42

258.20

Total Expenses $38s.9s



Chapter 11




Debtors. Objection Deadline: May 12, 2016,at4:00 p.m.(prevailing Eastern time)


ELEVENTH MONTHLY APPLICATION OF MOELIS & COMPANY LLCFOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED

AND REIMBURSEMENT OF'ACTUAL AND NECESSARY EXPENSES ASINVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS F'ROM F'EBRUARY 1. 16 THROIIGH F'ERRIIARY 29.2O16

Pursuant to sections32S and 331 of title 11 of the United States Code, 11 U.S.C.

$$ 101-1532, as amended (the ooBankruptcy Code") and Rule 2016 of the Federal Rules of

Bankruptcy Procedure (the ooBankruptcy Rules"), Rule 2016-2 of the Local Rules of Bankruptcy


"Local Bankruptcy Rules"), this Court's Order Establishing Procedures þr Interim

Compensation and Reimbursement of Expenses of Professionals fDocket No. 195] (the"Interim

Compensøtíon Order") and Order Authorizing the Employment and Retention of Moelis &

Company LLC as Investment Banker to the Committee, Effective Nunc Pro Ttnc, to March 30,

2015, and Waiving Certain Inþrmation Requirements Imposed by Local Rule 2016-2 fDocket

No. 332] (the "Moelís Retentíon Order"), Moelis & Company LLC ("Moelis"), the retained


are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [02571; Cowtown Drilling, Inc. [8899];Cowtown Gas Processing L.P. [1a0a]; Cowtown Pipeline Funding, lnc. 19774l; Cowtown Pipeline LP.197691;Cowtown Pipeline Management, lnc. [9771]; Makarios Resources International Holdings LLC 11765l;Makarios Resources Intemational lnc.176121; QPP Holdings LLC [0057]; QPP Parent LLC [87a8]; QuicksilverProduction Partners GP LLC l210ll; Quicksilver Production Partners LP 191291; and Silver Stream PipelineCompany LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Wor1h, Texas76102.

)))

))

))))


investment banker to the official committee of unsecured creditors (the 'oCommittee") in the

chapter 11 cases ofabove-captioned debtors and debtors-in-possession (the "Debtors"), hereby

submits this eleventh monthly application (this "Applícation") for the allowance of

compensation for professional services performed by Moelis for the period from February I,

2016 through February 29,2016 (the"Compensøtíon Period'), and reimbursement of its actual

and necessary expenses incurred during the Compensation Period. By this Application, Moelis

seeks allowance of compensation for services rendered in the amount of $125,000.00 and

payment in the amount of $100,000.00 (which is 80% of the compensation sought herein).

Moelis also seeks allowance and reimbursement of actual and necessary expenses in the amount

of $385.95.


BACKGROUND

1. On March 17, 2015 (the "Petítíon Døte"), each of the Debtors filed a voluntary


Court for the District of Delaware (the "Courf'). The Debtors continue to operate their



2. On March 25, 2015 (the "Formatíon Date"), the Office of the United States


serve as members of the Committee pursuant to section 1102(a)(l) of the Bankruptcy Code. The




Indenture Trustee.

5




annexed hereto as Exhibit C, and the engagement letter between Moelis and the Committee is

annexed to the Moelis Retention Order as Exhibit I thereto (the"Engøgement Letter").



Monthly Fee for February 2016 in the amount of $125,000.00.

5. During the Compensation Period, Moelis' financial advisor professionals



Retention Application,' 1u¡ it is not the general practice of financial advisory firms such as

Moelis to keep detailed time records similar to those customarily kept by attomeys; and

(b) Moelis does not ordinarily keep time records on a "project category" basis. Additionally,

pursuant to the Moelis Retention Order, Moelis' non-restructuring professionals and personnel in






(a) Due Diligence. Moelis has performed substantial due diligence on the Debtors'business and materials disclosed by the debtors, including a lien review andbusiness plan review.

"Moelis Retention Applicatiort" rneans the Official Committee of Unsecured Creditors' Application forEntry of an Order Authorizing the Entployment and Retention of Moelß & Company LLC as InvestmentBanker to the Committee, Effectíve Nunc Pro Tunc lo March 30, 2015, and Waivíng Certain InformationReqttirements Imposed by Local Rtile 2016-2 [Docket No. 246].

6


(b) Committee Communications. Moelis communicated with and presented to theCommittee on material updates, business developments, diligence findings andanalysis as well as business plan reviews.

(c) Third Party Communications. Moelis communicated with the Debtors, theDebtors' advisors, and certain other parties.

(d) Business Review. Moelis performed analysis around Company's businessprojections, ongoing performance and other potential options available to theCompany and Debtors.

(e) Administrative Matters. Moelis conducted general administrative services,including, but not limited to, services related to these chapter 11 cases generally,retention matters, addressing questions of individual members of the Committee,chapter 11 procedures, and communications, administrative functions, and othermatters not falling into any of the service categories listed above.

7'Arurexedheretoas@aretheSummarytimerecordsofMoelis,









hourly rates.





7


REQUEST FOR REIMBURSEMENT OF EXPENSESINCURRED DURING THE COMPENSATION PERIOD

9. A detailed description of the expenses Moelis incurred during the Compensation

Period is annexed hereto as Exhibit B. Such expenses incurred by Moelis include long distance

telephone calls, overnight delivery, travel expenses, local messenger service, meals, facsimiles,

postage, and duplicating and presentations charges, which are reimbursable pursuant to the

Moelis Retention Order. Moelis does not seek reimbursement for any attorneys' fees and

expenses incurred during the Compensation Period. All of the fees and expenses for which

allowance and payment is requested by Moelis in this Application are reasonable and necessary.

In seeking reimbursement of an expenditure, Moelis is requesting reimbursement "at cost" and

does not make a profit on that expenditure.

lRemainder of page intentionally left blank.l

8


\ryHEREFORE, Moelis respectfully requests that an allowance be made to Moelis for

100% of its fees of $125,000.00 and 100% of its expenses of $385.95 incurred during the

Compensation Period. Moelis also respectfully requests payment by the Debtors of $100,385.95

representing the sum of 80% of its fees requested herein plus 100% of the expense

reimbursement requested herein.

Dated: Apnl2I,20I6MOELIS & COMPANY LLC

By: /s/ Barak KleinName:Title:

Barak KleinManaging Director


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DEI.AWARE

In re: Chapter 1L

Quicksilver Resources Inc., et aL,\ Case No. 15-10585 (I,SS)

DebtorsJointly Administered

Hearing Date: N/AObjection Deadline: tr,4lay t2,20L6 at 4:00 p.m. (ET)



Trustee for thè District of Delaware; Counsel to the Global Administrative Agent for the

First Lien Iænders; Counsel to the Second Lien Agent; Counsel to the Ad Hoc Group of

Second Lienholders; Master Sidlow & Associates, P.A. c/o Judith Scarborough and all


Moelis & Company LLC ("Moelis"), investment banker to Official Committee of

Unsecured Creditors (1h. "Committee") of the above-captioned debtors and debtors-in-

possession (the "Debtors"), has frled the Eleventh Monthly Applícati'on of Moelís & Company

LLC for Compensøtion for Professional Senices Rendered and Reimbursement of Actual and

Necissary Bipenses as-Investrnent Banker to the Offtcíal Comtnittee of Unsecured Credítors

from FetruaU 7,2016 through February 29,2016 (the "Application"). The Application seeks

fees in the amount of $1.25,00-O.OO (807o = $100,000.00) and expenses in the amount of $385.95

for the period February 1,2016 through February 29,2016.



before l'{ay 12,2016 at 4:00 P.m. (ET).


so as to be received no later than 4:00 p.m. (ET) on May L2,20L6:

t The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification

number, are: Quicksilu", ñ"rour""s Inc. [6163]; Barnett Shale Operating LLC 10257); Cowtown Drilling, Inc'

[8899]; Cowtown Gas Processing L.P. t14041; -Cowtown

Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P'

iglsgi; Cowtown pipeline Manà'gemeni, tnc. ¡sllt1; Makarios Resources International Holdings LLC 117651;

Makarios Resources Internarional-tnc.176121; Qff HotOings LLC [0057]; QPP Parent LLC [87a8]; Quicksilverproduction partners Gp LLC lZ7}Ll; buicËsilver Production Partners LP 191291; and,silver Stream Pipeline

Company LLC [9384]. The Debiors' uddt"$ is 80L Cherry Street, Suite 3700, Unit L9, Fort Worth,'|exas76102.

{1053.001-W0041729.}


(i) counsel to the Committee, Paul, Weiss, Rifkind, 'Wharton & Garrison LLP,1285 Avenue of

the Americas, New York, NY 10019 (Attn: Andrew N. Rosenberg, Esq. and Elizabeth McColm,

Esq.); (ii) Delaware counsel to the Committee, Landis Rath & Cobb LLP, 91,9 Market Street,

Suiìé fàfÍ0, Wilmingron, DE (Attn: Richard S. Cobb, Esq. and Matthew B. McGuire, Esq.); (iii)

the Debtors, Quicksilver Resources, Inc., et al., 801, Cherry Street, Suite 3700, Unit L9, Fort

Worth, TX 76102; (iv) counsel to the Debtors, Akin Gump Strauss Hauel & Feld LLP, L700

pacific Avenue, Suiìe'4L00, Dallas, TX 7520L (Attn: Charles R. Gibbs, Esq. and Sarah Link

Schultz, Esq.); (v) Delaware Counsel to the Debtors, Richards Layton & Finger, P.4., One

Rodney Squãre, 920 North King Street, Wilmington, DE 19801 (Attn: Paul N. Heath, Esq. and

Amanáa R. Steele, Esq.); (vi) ôounsel to the Global Administrative Agent for the First Lien

lænders, Simpson Thacher & Bartlett LLP,425 tæxington Avenue, New York, NY 10017 (Attn:


Third Avenue, New Yoik, Wy 10022 (Attn: Mitchell A. Seider, Esq. and David Hammerman,

Esq.); (viii) Counsel to the Ad Hoc Group of Second Lienholders, Milbank, Tweed, Hadley &

fvfcCioy fLp,Zg Liberty Street, New Yor[, NY 10005 (Attn: Dennis F. Dunne, Esq. and Samuel

A. fnan, nrq.); (ix) the Office of the United States Trustee for the District of Delaware,844

King Street, Róom íZOl, Wilmington, DE 19801 (Attn: Jane M. Leamy, Esq') and (x) Kirkland

A Bnis LLP, 300 North LaSalle Chicago, IL60654 (Attn: Jason Gott, Esq.)

PLEASE TAKE FURTHER NOTICE TFIAT PURSUANT TO THE ORDER

ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND

REIMBURSEMENT OF EXPENSES FOR PROFESSIONAI-S, IF NO OBJECTIONS ARE

FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURE, THE

DEBTORS WtrL BE AUTHORIZED TO PAY 8O7o OF REQUESTED FEES AND 1007o OF

REQUESTED EXPENSES WITHOUT FURTHER COURT ORDER. ONLY IF AN

OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE

PROCEDURE, WILL A HEARING BE HELD ON THE APPLICATION.

Dated: April 2L,20L6Wilmington, Delaware

S. (No Ls7)B. McGuire (No. 4366)

Joseph D. Wright (No. 5669)919 Market Street, Suite L800

Wilmington, Delaware L980L

Telephone: (302) 467 -4400

Facsimile: (302) 467 -4450

Email: [email protected]@[email protected]

-and-

RATH COBB LLP

2{10s3.001-w004r729.)


PAUL, \ryEISS, RIFKIND, WHARTON& GARRISON LLPAndrew N. RosenbergElizabeth McColmRachel E. BrennanL285 Avenue of the AmericasNew York, New York 10019

Telephone: QLz) 373-3000Facsimile: (2L2) 757 -3990

E-mail: [email protected]@paulweiss.comrbrennan@paulweiss. com


3{1053.001-w0041729.}


EXHIBIT A _ SUMMARY TIME REC S DURING COMPENSÄTION PERIOD

Quicksila er Re s our c e s Inc.

Summary of Hours - February 20L6

Brym låstrapes Barak Klein Kev in Voelte Adam WaldmanRobert Flachs

Managing Director Managíng Director Managing Director Senior Vice President Viæ President

2.0

2.5

1.0

1.0

;,;

1.0

1.5

2.0

2.5

2.0

4.0

1.0

2-5

;;1.0

1.5

2.0

1.0

2.5

0.5

;;2.0

1.0

1.5

;;

2.0

2.5

1.0

0.5

1.5

0.5

;;0.5

1.0

;;0.5

1.5

2/1,/1,6

2/2/"16

2/3/1,6

2/4/162/s/1,6

2/6/162/7 /1,62/8/162/e/1,6

2/10/"t62/1't /"t62/12/162/13/"t62/"t4/-t62/15/"t62/16/1,6

2/17/1,6

2/18/'t62/7e/"16

2/20/1,6

2/a/162/22/1,6

2/23/1,6

2/24/162/ /1,62/26/-16

2/n/L62/28/162/2e/"16

Total

1.0

1.0

1.5

2.0

1.0

1.5

1.0

2.5

2.0

1.0

2.5

5.0

3.0

1.0

4.0

;;3.5

2.5

1.5

2.0

2.0

1.0

1.5

,o2.0

;;2.0

1.0

1.5

,.0

2.0

1.5

0.5

1.5

0.5

20.013.0 z4.o 38.5 25.5


Qui cks ila er Re s our c e s Inc,


Rachel Murray Anton P¡smenyuk Vaibhav Goel Aaron Cohen Nicholas Kurtenbach Total

Asociate Asociate Analyst Analyst A$ociate

12.5

2,.58.5

8.5

t*

9-5

14.5

6.0

,no21.0

11.0

15.0

125

2.0

1.0

1.0

tu1.0

1.0

;1.5

;1.0

1.0

;1.5

6.0

;1.0

1.0

;1.5

2.0

2.5

1.0

1-0

;1.0

'j

,o

1.0

i;2.0

1.0

'-'

;

2/1./16

2/2/762/3/"t62/4/762/s/"t62/6/162/7/162/8/762/e/762/70/162/11/1^6

2/12/162/13/162/1.4/1.6

2/1s/1.6

2/16/162/17/162/18/162/19/162/20/162/27/162/22/762/23/762/24/762/25/162/26/162/27/762/28/162/2e/16

Total

2.0

1.0

ta.5

11.0

9.5

30.5

0.5

;1.0

3.5

;2.0

1.0

1.5

,n

1.0

;1.0

3.5

;1.0

1.5

1.0

3.5

2.0

1.0

1.5

,o1.0

1.5

232.O26,O 15,0 n,o 15.0 26.O



Summary of Hours - February 2016

R€structuring Case: Quicksilver Resources Inc.

Total Hours:

Banker:

L.

2.

3.

4.

5.

6.

7.

8.

10.

11.'J.2.

13.

1.4.

15.

1-6.

77.

18.

L9.20.2L.

22.

13.0 hou(s)

Robert Flachs

Entry Number: Date Total Hours6 0.5

Total

2/2/201,6 0.5 hou(s) Comittee Email Comurications2/2/20'16 0.5 hou(s) Prepared for comittee call2/2/20"16 0.5 hou(s) Weekly UCC Update Call2/3/201,6 0.5 hou(s) Case administration work2/8/2016 0.5 hou(s) Review Documents and Co¡respondence

2/10/2016 0.5 hou(s) Case adrninistration work2/'11,/201,6 0.5 hou(s) Prepared for comittee call2/1."1/20"16 0.5 hou(s) Weekly UCC Update Call2/75/201,6 0.5 hou(s) Review Documents and Correspondence2/1,7 /201,6 0.5 hou(s) Case administration work2/18/201,6 0.5 how(s) Prepared for comitlee call

2/18/2016 0.5 irow(s) Weekly UCC Update Call2/18/2016 0.5 how(s) Prepared for comittee call

2/22/20"16 2.0 hou(s) Review Dæuments and Correspondence2/23/20L6 0.5 how(s) Weekly UCC Update Call2/23/2016 0.5 hou(s) Prepared for comittee call2/2312016 0.5 how(s) Weekly UCC Update Call2/24/2016 0.5 hou(s) Case administration work2/25/201,6 1.0 hou(s) Prepared for comittee call2/25/2076 0.5 hou(s) Weekly UCC Update Call2/29/201,6 0.5 hou(s) Review Documents and Correspondence

13.0 hour(s)

Review Documenls and


Qui cks íIo er Re s ourc e s Inc.



Banker: Bruan l¡straoes

Restructudng Case: Quicksilver Remurces Inc.

EnhyNmber:1.

2.

J.

4.q

6.

7.

8.

9.

10.

11.

12.13."t4.

15."t6.

17.

18.

19.

20.2't.22.

Total

Date Total Hoüs6 2.O

ó 1.0

Review DæumentsCommittæ Communications

committæCall

administration workDocumenb and

Cae administration workfor call

2/"1-l/20'16 0.5 hour(s) Wæklv UCC Update Call

2/15/2016 2.0 hour(s) Review Dæuments and Correspondence

2/'17 /20'16 1.0 hour(s) Caæ administration workfor committæ call

0.5 uccfor committæ

Review Documents

committæ callCall

Caæ administ¡ation wo¡kfor call

2/2512016 0.5 hour(s) Wækly UCC Update Call

2/29/20L6 2.0 hour(s) Review Documentsand Correspondence

24.0 hou(s)

1.0

2,0

0.5


Qqoq-"ry of Hours - February 2016

Restructuring Case: Quicksilver Resources Inc.

Total Hours:

Banker

Entry Numben1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

1L.'t2.

L3.L4.15.

16.L7.

18.'J.9.

20.2L.22.

15.

25.26.

27.

28.29.

30.

31.Total

38.5 hour(s)

Barak Klein

Date Total Hours Description2/"1/201.6 2.0 hour(s) Review Documents and Correspondence

2/2/201.6 1.0hou(s) ComitteeEmailCommications2/2/2016 1.0 hour(s) Prepared for comittee call2/2/2076 0.5 hou¡(s) Weekly UCC Update Call2/2/2076 1.5 hour(s) Review waterfall analysis2/3/2076 1.0 hour(s) Case administration work2/5/2076 2.5 hour(s) Review Analysis2/8/2016 2.0 hour(s) Review Documents and Correspondence

2076 1.0 Case administration work2/11 /201 6 1.0 hour(s) Prepared for comittee call2/1112016 0.5 hour(s) Weekly UCC Update Call2/"15/2076 2.0 hour(s) Review Documents and Correspondence2/1.5/201.6 1.5 hour(s) Review Waie¡fall Anaþis2/1,5/201,6 1.5 hour(s) Calls and Commications2/76/201,6 2.0 hour(s) Review Various Analysis2/76/2076 1.0 hour(s) Calls and Comunications2/77 /2076 1.0 hour(s) Case administration work2/18/2016 1.5 hour(s) Review Anaþis / Calls with Creditor Participant2/"18/2016 1.0 hour(s) Prepared for comittee call2/"18/2016 0.5 hour(s) Weekly UCC Update Call2/"18/2016 1.0 hour(s) Prepared for comittee call2/22/201.6 2.0 hour(s) Review Documents and Correspondence2/2312016 0.5 hour(s) WeekJy UCC Update Call2/23/201,6 1.0 hour(s) Prepared for comittee call2/23/201.6 1.5 hour(s) Review Waterfall Analysis

2/23/201.6 0.5 hour(s) Weekly UCC Update Call2/24/201,6 1,0 hour(s) Case administration work2/24/2076 1.5 hour(s) Review Analysis / Calls and Commications2/25/2076 1.0 hour(s) Prepared for comittee call2/25/2076 0.5 hour(s) Weekly UCC Update Ca1l

2/29/2016 2.0hourls) Review Documents and Correspondence

38.5 hour(s)





Banker: Kevin Voelte

Restructuing Case: Quicksilver Resources Inc

Entry Number:1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.L3.L4.

L5.

L6.17.

18.

19.20.2'1,.

22.

24.

Total

Date Total Hours Description2/1/201,6 2.0 hour(s) Review Dæunents and Correspondence

2/2/201,6 1.0 hou¡(s) Comittee Email Comunications20L6 1.0 for comittee call

UCC Call2/3/2016 1.0 hour(s) Case administration work2/5/2016 1.0 hour(s) Quicksilver Follow up Call with US Bank Lawyer2/8/2016 2.0 hour(s) Review Documents and Correspo¡rdence

2/1,0/201,6 1.0 hour(s) Case administration work2/11/2016 1.0 hour(s) Prepared for comittee call

2/1112016 0.5 hou¡(s) Weekly UCC Update Call2/-15/20"16 2.0hour(s) Review Documents and Correspondence

2/17/2016 1.0 hour(s) Case administralion work2/18/2016 1.0 hour(s) Prepa¡ed for comittee call

2/1.8/201.6 0.5 hour(s) Weekly UCC Update Call2/1,8/201,6 1.0 hour(s) Prepared for comittee call

2/19/2016 0.5 hour(s) Quicksilver Waterfalì Call2/22/20-16 2.0 hour(s) Review Documents and Correspondence

2/23/201.6 0.5 hour(s) Weekly UCC updCleÇqq2/23/201,6 1.0 hour(s) Prepared for comittee call

2016 0.5 UCC Call

Case administration workZ/25 /20'16 1.0 hour(s) Prepared for comittee call

2/25/2016 0.5 hour(s) Weekly UCC Updale Call2/29/201,6 2.0 hour(s) Review Documents and Correspondence

25.5 hour(s)




Total Hours:

Banken

20.0 hou(s)

Adam Waldman

Restructuing Case: Ouicksilver Rercucæ Inc.

Entry Nmber1.

2.e

4.

5.

6.

7.

8.

9.

10.

11.

L2.L3.1,4.

15.

16.17.

18.

L9.20.

Total

Date Total Hows Descrlption2.0 Review Documts and

Comittee Emil Commications1.0 for comittee call

ucc Call1.0 Review Documents

2/10/2016 1.0 how(s) Case adninist¡ation work2/11,/201,6 1..0 hou(s) Prepared for comittee call2/11/201,6 0.5 hou(s) Weeklv UCC Update Call

2/17 /201,6 1.0 hou(s) Case administration workfor comittee call

ucc Ca11

2/1.8/20-16 1.0 hou(s) Prepared for comittee2/22/2016 2.0 hou(s) Review Documents and Cortespondence

2/2312016 0.5 hou(s) Weekly UCC Update Call

1.0 for comittee call0.5 Call1.0 Case administration work

for comittee call0.5 ucc2.0 Review Documents and

20.0 hou(s)

6 L.0


Qui cksila er Re s our c e s lnc,

Summary of Hours - Februarv 20L6

Total Hours: 26,0 hour(s)

Banker: Rachel Murray


Entry Number: Date Total Hours Description2/"1/2076 2.0 hour(s) Review Dæuments and Correspondence

2/2/2076 1.0 hour(s) Prepared for comittee call2/2/2016 0.5 hour(s) Weekly UCC Update Call

2/8/2016 2.0 hour(s) Review Dæuments and Correspondence2./10./2016 1.0 hour(s) Case administration work2111./2016 1.0 hour(sl Prepared for comittee call2111../201.6 0.5 hour(sl Weekl]¡ UCC Update Call

2/1.5/201.6 2.0 hou¡(s) Review Documents and Correspondence2/17/2016 1.0 hour(s) Case administration work2/18/2016 1.0 hour(s) Reviewed KWK Weekly Reportin8 Package

2/18/2016 1.0 hour(s) P¡epared for comittee call2/78/201.6 0.5 hour(s) Weekly UCC Update Call2/18/2076 1.0 hour(s) Prepared for comittee call2/22/2076 2.0 hour(s) Review Documents and Correspondence2/23/2016 0.5 hour(s) Weekly UCC Update Call2/23/2076 1,0 hour(s) Prepared for comittee call2/23/2076 0.5 hour(s) Weekly UCC Update Call2/24/2076 1.0 hour(s) Case administration work2/25 /20"16 1 .0 hour(s) Prepared for comittee call2/25/20"16 0.5 hour(s) Weekly UCC Update Call2/29/201.6 2.0 hour(s) Review Documents a nd Correspondence

26.0 hour(s)

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

L2.

13.

L4.

15.

L6.^t7.

18.

19,20.

21.

22.

23.24.

2/2/2076 1.0hourls) ComitteeEmailCommications

2./312016 1.0 hour(s) Case administration work]1lL?016 1.0 hour{s) Reviewed KWK Weekly Reporting Package

Total


Qui cksilo er Re s our c e s Inc,


Total Hous:

Banken

15.0 hour(s)

Anton Pismenyuk

Restructuring Case: Quiclsilver Ræources Inc,

Entry Nmber:1,.

2.

4.

6.

7.

8.

9.

10.

11.

72.13.'t 4.

15.^16.

17.

18.

Total

Date Total Housfo¡ committæ call

1.0 Caæ1.0 Reviewed KWK

2/L0/201.6 1.0 hour(s) Case administration wo¡k2/1.1./201.6 1.0 hour(s) Prepared for committæ call

2/1.'l /201.6 0.5 hour(s) Wækly UCC Update Call

1.0 Case administration workReviewed KWK

committæ call

2/18/20L6 1.0 hour(s) Prepared committæ2/2312016 0.5 hour(s) Wækly UCC Update Call2/23/2016 1.0 hour(s) Prepared for committæ call

2/23/20-16 0.5 hour(s) Wækly UCC Update Call

2/24/20L6 1,0 hour(s) Caæ administration work2,/25,/20L6 1.0 hour(s) P¡epared for committæ call

2/2512016 0.5 hour(s) Wækly UCC Update Call15.0 how(s)


Quicksilaer Res ources Inc.

Summary of Hours - Februarv 2016

Total Hours:

Banker

29.0 hour(s)

Vaibhav Goel


Entry Number:1.

2,

3.

4.

5.

6.

7.

8.

9.

10.

11."12.

13.

L4.15.

L6.

L7.

18.10

20.

Total

Date Total Hours Description2/2/20'16 1.0 hour(s) Prepared for committee call

2/2/201.6 0.5 hour(s) Weeklv UCC Update Call

2/3/2016 1.0 hour(s) Case administration work2/5 /2016 1.0 hourls) Reviewed KWK Weeklv Reportinq Packase

2/1O /20'16 1.0 hou¡ls) Case administration work2/11/2016 1.0 hour(s) PrePared for comittee call

2/1112016 0.5 hour(s) Weekly UCC UPdate Call

2/72/20L6 6.0 hourlsl Encumbered Analvsis

2/16/2016 8.0 hour(s) Encumbered Analysis2/17 /2016 1.0 hour(s) Case administration work2/18/20L6 1.0 hour(s) Reviewed KWK Weeklv Reportins Package

2/18/2016 1.0hour(s) PreParedforcommitteecall2/18/2016 0.5 hour(s) Weekly UCC UPdate Call2/L8/20L6 1.0 hour(s) Prepared for comittee call,/21l21ì16 OShnrrrls\ WppklwIICCIIndateCall2/23/2016 1.0 hour(s) Prepared for comittee call2/23/20r6 0.5 hour(s) Weekly UCC Update Call

2/24/2016 1.0 hour(s) Case administration work2/25/2016 1.0 hour(s) Prepared for committee call2/25/201.6 0.5 hour(s) Weekly UCC Update Call

29.0 hour(s)


Qui cks ìla er Re s ourc e s Inc,


Total Hom: 15.0 hour(s)

Banker Aaron Cohm

Restructuing Case: Quicksilver Resources Inc.

Entry Number:1.

2.

4.

5.

6.

7.

8.

9.

10.

LL.

12.1.3.

1,4.

15.

1,6.

L7.18.

Totâl

Date Total Hous Description2/2/2016 1.0 hou(s) Prepared for comittæ call2/2/2016 0.5 hou(s) WeeKy UCC Update Call

1.0 Case adninistration work

1.0 Case administration workcomittee

2/1112016 0.5 hou(s) Weekly UCC Update Call2/17/2016 1.0 hou(s) Case adninistration work2/18/2016 1.0 hou(s) Reviewed KWK Weekly Reporting Package

2/18/201ó 1.0 hou(s) Prepared for comittee call2/18/2076 0.5 how(s) WeeHy UCC Update Call2/18/201.6 1.0 hou(s) Prepared for comittee call2/2312016 0.5 hou(s) Weekly UCC Update Call

1.0 for comittee call

1.0 Case administration workfor comittee call

2/25/20L6 0.5 hou(s) WeeHy UCC Update Call15.0 hour(s)




Total Hous:

Banken

26.0 hour(s)

Nicholas Kutenbach


Entry Nmber1.

2.

J.

4.

5.

6.

7.

8.

9.

10.

11.

1,2.

13.

1,4.

15.

t6."17.

18.

1,9.

20.2^t.

22.

23.

24.

Total

Date Total Hours Description2/1/20-16 2.0 howls) Review Documents and Correspondence

2/2/20-16 1.0hou(s) ComitteeEmailComuications2/2/20"16 1.0 hou(s) Prepa¡ed for comittee call2/2/2016 0.5 how(s) Weekly UCC Update Call2/3/2016 1.0 how(s) Case adninist¡ation work2/5/20'16 1.0 hou(s) Reviewed KWK WeeKy Reporting Package

2/8/20L6 2.0 hou(s) Review Documents and Correspondence

2/10/2016 1.0 hour(s) Case ¿dninistration work2/11/2016 1.0 hou(s) Prepared lor comittee call2/"1L/201.6 0.5 hou(s) Weekly UCC Update Call2/-15/2016 2.0 hou(s) Review Documents and Correspondence

2/'17 /2016 1.0 hour(s) Case adninistration workReviewed KWK

comittee2/1.8/2016 0.5 hou(s) Weekly UCC Update Call2/18/2016 1.0 how(s) Prepa¡ed fo¡ comittee call2/22/2016 2.0 hou(s) Review Documents and Correspondence?/r3lt016 0Shotrlc\ WppklvllCCllrrdatpCall2/23/201 6 1.0 how(s) Prepa¡ed fo¡ comittee call2/2312016 0.5 how(s) Weekl), UCC Update CaU

2/24/2016 1.0 hou(s) Case administration work2/25/201-6 1.0 hou(s) Prepared for comittee call2/25l?016 l) 5 hn,,rlcì Wppklv IICI- IInd¡rp Call

2/29/201.6 2.0 how(s) Review Documents and Cor¡espondence

26.0 hou(s)

6 1.0


EXIIIBIT B _ SUMMARY EXPENSES DUIUNG COMPENSATION PERIOD

Quicks íla er Re s o ur c e s Inc.

32.42

258.20

1.SmaryAirfare fPhone & ComuicationsTaxi/Car

Totâl

2. Details

$385.95

Airfarelåstrapes $36,44 Airline Ticketing for Auction

I¡strapæ (1/20/16) 58.89 Airline Ticketing Fees for Auction

Total $95.33

Taxi/ Car Senice /Parking Description

lnsttapes Q./21 /161Waldmn ('t. /21. /L6)waldmn$/27/16)

$25.00

124.20

109.00

ParkingRental car to / fron airport for meetings / hearings

Rental car to / from airport for mætings / hearings

Totâl

Phone

$258.20

DescriptionWaldmn (1/21116) $32.42 Telecommications exÞms

Total $32.42


EXHIBIT C _ MOELIS RETENTION ORDER


o

Case 15-10585-LSS Doc 332 Filed 05/08/15 Page 1- of 6

IN THE UNTED STATES BANKRUPTCY COIIRTFOR TITE DISTBICT OF DEI.AWARE

In re:


Chapbr 1.L

Case No. 15-10585 (LSS)


))))))))

o

Debtors.Re¡ Dockef No.U6frLl,

ORDERAUTHORIZING T}IE EMPLOYMDNT AND RETTNTION OFMOELIS & COMPANT LLCAS INVESTMENT BANKERTO TIIE COMMITTtsE,EIT'ECTTVE NANC PRO TANC TO MARCH 30, 2015, AI\ID TTArVING CERTAIN

II{FORIua.*TION REOUIBPMENTS IMFOSED BY I;OC.{L RULE 2016-2

Upou the application (the 'ApplícøtÍon'T of the Committee for employment and

retention of Moelis & Company lJ-C. ("Moetrs') as invesbnent ba¡ker to the Committee,

effestive nunc pro tunc lo March 30, ?ßL5, and requesting a waiver of the time keeping

requirements of I-ocal Rule 2016-2 and the U.S. Trustee Guidelines, all as more fully desuibed

in the Application; and the Court having found that Moelis has the capability aad experience to

provide the services described in the Application; and the Court having foud based on the

representations made in the Applicatíon and the Flachs Declaration that (a) Moelis does not hold

or represent an interest adverse to the Debtors' estates and O) Moelis is a "disinterested person"

as defined in section 101(14) of the Ba*rupfcy Code as required by section 327(a) of the

Bankruptcy Code, Bankruptcy Rule 20L4(a) and Local RuIe 2014-1; and the Court having found

The Debtors in these casqs, along with the last four digiæ of each Debtor's federal tax idcntification number,arq Quicksilver Resowces Inc. [6163]; Barnett Shale OperatinglJ-C, 102571i Cowtown Ðrilling, Inc. [8899];Cowtown Gas Processing LP. [1a0a]; C,owtown Pipeline Fq¡ding, lnc.[9Tlaj; Cowtovm Pþline LP. [9769];Cowtown Pipeline Managcment, Inc. [9771]; Makarios Resources lntemational Holdings LLC [i765];Makarios Resources Inte¡national Inc. [7612]; QPP Holdingp LLC [0057]; QPP Parent LIf [87a8]; QuicksilverP¡oduction Partners GP LI,C [27011; Quicksilver Production Parürers W 197291; and Silver Stream PipelineCompany LLC [9384J. The Debtors' address is 801 Cherry Süeet, Suite 3700, Unít 19, Fort Wott\ Texæ76LOZ,

I

o

I

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Appliçation.


o

Case 1-5-10585-LSS Doc 332 Filed 05/08/L5 Page 2 of 6

that it has jurisdiction to consider the Applicatíon and the relief requested therein in accordance

with 28 U.S.C' $$ 157 and L334 and the Amended Standing Order; and the Court having found

that consideration of the Application and the relief requested therein is a core procoeding in

accordance with 28 U.S.C. $$ 157OX2) on which tho Court may enter a final order consistent

with Article III of the Unitod States Constitution; aad the Court having found that venue is

prcper in this distriø pursuant to 28 U.S.C. $$ 1408 and 1409; and the Court having found that

the Committee provided due and proper notice of the Application that is adequate and

appropriate under the particular circumstances; and a hearing having been held to consider the

relief requested in the Application; and upon the Flachs Declaratioq the record of the hearing,

and all proceedings had before the Court; aud the Court having found and determined that the

relief sought in the Application is in the best interests of the Debtors' estates, fheir creditors, and

other parties in interest, and tb¿t the legal and factual bases set forth ín the Aprplication establish

just cause for the reliefgranted herein; and afte¡ due deliberation and sufficient cause appearing

therefor, it is hereby ORDERED:

1. Ïrc Application is approved as set forth herein. All objections üo the relief

requesûed in the Application, whether filed or not are hereby ovem¡led.

2. The Committee is authorized to retaiu and enploy Moelis as its investrnent

banker in these chapter 11 cases, pursuant to the üerms and conditions s.et forth in the Applic¿tion

and the Enpgement lætter, effective tanc prc tunc to Ma¡ch 3f,?nt5.

3' E:rcept to the extent set forth herein, the Engagement lætter (together with all

:ulnexes thereto), a copy of which is attached hereto as E&!þ!!J, including without limitation

the Fee structure, is approved pursuant to sections 3?ß(a), 11.03(a), and 1103(b) of the

Bankruptcy Code, and the Debtors are authorized and directed to perform their payment,

o

I


o

o

Case 15-10585-LSS Doc 332 Filed 05/08/1-5 Page 3 of 6

reimbursement, contribution and indemnification obligatio¡s and their non.monetary obligations

in accordance with the terms and conditions, and at the tímes specified, in the Fngagement

Iætter. Subject 10 paragraph six of this Order, all compensation, reimbursement of expenses,

indemnifîc¿tion, contribution and reimbursement to Moelis and any Indemnified Person (as

defined in the Engagtnrent lætter) uuder tbe Engagenrent l¡tter shall be subject to review only

pursuant to the standards set fo¡th in section 3æ(a) of the Bankuptcy Code, and shall not be

subject to any other standard of review induding but not timited úo that set fo¡h in section 330 of

the Bankruptcy Code.

4. The Debtors are authorized to pay Moelis' fees and to reimburse Moclis for iæ

reasonable, documented, out-of-pocket oosts and expenses as provided in the Engagement Iætter,

including but not limited to, in-sourced document production costs, travel costs, meals, and the

reasonablg actual, documented, ouÞof-pocket costs, fees, disbursements, and other charges of

Moelis' external legal counsel (without the need for such legal counsel to be retained as a

professional in these chapter 11 cases). In the event that Moelis seeks reimbursement from the

Debtors fot attorneys' fees and expenses pursuant to the Application and the Engagement Letter,

fhe itvoices and supporting time records for the attomeys' fees and expenses shall be included in

Moelis' own applications, both interim and fi¡al, and these invoices and time records shall be

subject to the U.S. Trustee Guidelines and the approval of the Bankruptcy Court pursuant to

sections 330 and 33L of the Bankruptcy Code, but without regard to whether such attornels have

been retained under section 3?Jl of.theBankruptcy Code.

5. Moelis shall fiIe interirn and fïnal fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incuned in accordance with

applicable provisions of the Bankruptcy Code, the Banlauptcy Rules, the l¡cal Rules, and any

o


o

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Case 15-10585-LSS Doc 332 Filed 05/08/L5 Page 4 of 6

applicable orders of the Court; providcfl however, that the requirements of the Bankruptcy Code,

the Banlcruptcy Rules, the U.S. Trustee Guidelines, and Loc¿l Rule 20L6-2 and any other orders

and procedrues of this Court are hereby modified such that Moelis' restucturing professionals

shall be required only to keep summary time records in half-hor¡rly increments, Moelis'

non-restructuring professionals and personnel ín administrative departments (including legal)

shall not be required to keep any time records, Moelis' restructuring professionals shall not be

required to keep time records on a project category basis, and Moelis shall not be required to

provide or conforrn to eny schedule of hourly rates.

6. Moelis shall be compensated in accordance with tþe terms of the

Engagement Letter and, in particular, all of Moelis' fees and expenses in these chapter 11 cases

arr hereby approved pursuant to section 325(a) of the Bankruptcy Code. Notwithstanding

anything to the contrary herein, the fees and expenses payable to Moelis pursuant to the

Engagement l*tter ..shall be subject to review only pursuant. to the standards set forth in

section 328(a) of the Bankruptcy Code and shall not be subject to the standard of review set forth

in section 330 of the Bankuptcy Code, except by the U.S. Trustee. This Order and the record

relating to the Court's consideration of the Apptication shall not prejudice o¡ otherivise affect the

rights of the U.S. Truske to challenge the reasonableness of Moelis' compensation and expense

reimbursements under sections 330 and 331 of the Bankruptcy Code. Accordingly, nothing in

this Order or the record shatl cnnstitute a finding of fact or conclusion of law binding on the U.S.

Trustee, on appeal or otherwise, with res¡æct to the reasonableness of Moelis' compensation.

7. The indemnification, contribution, and reimbursement provisions included in

Anqex,,A to the Eugagement Ln¡ter are âpproved, subject during the pendency of these cases to

the following modifi cations :

o


o A.

b.

Case 1-5-I-0585-LSS Doc 332 Filed 05/08/15 Page 5 of 6

Moelis sh¿ll not be entitled to indemnificatio4 contribution, orreimbursement pursuant to the Engagement Letfer, unless the

indemnificatioq conFibution, or reimbursement is approved by the Court.

Notwithstanding any provision of the Engagement lætter to the contrary,the Debtors shall have no oblþtion to índemniff any Indemnified Person(as deflned in the Engagement lætter), or provide contribution orreimbursement to any Indemnified Person, for any claim or eIq)ense that iseither: (i) judicially determined (the determination having become final)to have a¡isen frorn the lndemnified Person's gloss negligence, willfrrlmisconduct, bad faith" or selÊdealhg to which the Debtors have notconsented; (ü) for a contractual dispute in which the Debtors allege breach

of the Indemnified Person's obligations to maintain the co¡fidentiality ofnon-public information, unless the Court deærmines that indemnification,conftibution, or reimbursement would be.permissible pursuant lo In reUníted Artists Theatre Co.,3LS F.3d 217 (3d Cir. 2003); or (iii) settled

without the Debtors' consent prior to a judicial determination as to theIndemnified Person's gross negligearce, willful misconducf bad faith, orunconsented self-dealing, but determined by this Court, after uotice and ahearing to be a claim or expense for which such Indemnified Persoushould not rcceive indemnity, contribution, or reimbursemeût under the

terms of the Engagement Latter, as modified by this Order.

If, before the ea¡lier of: (i) the entry of an order confirming a chapter LL

plan in these caseq*.(fhat order having become ¿ finel order no lo¡gersubject to appeal); and (ü) the enhy ofan order closing these chapter 11

cases, any Indemnified Person believes that it is entitled to the payment ofany amounts by the Debtors on account of the Debtors' indemnificatior¡,contribution, and/or reinbursement obligations under the EngagementI¡tter (as modified by this Order), includiog, without limitatior¡ the

advancement of defense costs, such Indemnified Person must file auapplication therefor in this Court, and the Debtors may not pay any suchamounts to thE Indemnified Person before the entry of an order by this

Cowt âpproving the payment. This subparagraph (c) is intended only tospecify the period of time under which the Court shall have jurisdictionover any request for fees and expenses for indernnification, contribution,and/or reimbursement by any Indemnifïed Persons, and not a ptovisionlimiting the duration of the Debtors' obligation to indemnit', or make

contributions or reimbu¡sements to, the Indemnified Persons, All parties

in iuterest shall retain the right to object to any demand by any

Indemuified Person for indemnification, contribution, and/orreimbursement.

Any limitations on any amounts to be contributed by the parties to the

Engagement ktter shall be elimínated. The Indemlified Persons shallretain any rights they may have to contribution at common law.

t c.

d.

o


I

Case 15-I-0585-LSS Doc 332 Filed 05/08/L5 Page 6 of 6

8. No¡¡¡ithstandiqg the possible applicability of Bankruptcy Rules 6ffia(h),7062, or

9014, the terms and conditions of this Order shall be immediat¿ly effective and enforceable upou

its entry.

9. To the extent that there may be any inconsistency between the tenns of the

Application, the Engagement fÊtter, and this Order, the terms of this O¡der shall govem.

10. Notice of the Application satisfies the requirements of Bankruptcy Rule OOO4(a).

11. The Debtors are authorized to take all actions necessary to effectuate the relicf


12. This Court ret¿ins exclusive jurisdiction with respect to all matters arising from or

related to the interpretation, and enforcement of this Order

?Ã75

I¿.URIE S. SILVERSTEINT]NITED STATES BANKRUPTCY JUDCEo

o


Case 15-1-0585-LSS Doc 332-1 Filed 05/08/L5 Page 1_ of 19

EXHIBIT 1


MOELIS 6LaoMPANY

Case 15-10585-LSS Doc 332-l- Filed 05/08/15 Page 2 of 19

3'9 PART AVENUE

5rh FLOOR


T 212.8E0.t8Û0

I 212,880.3800

April21., 2015

PRWII=TEGED AI{D CONFIDENTIAL

The Official Committee of Unsecured Creditors of Quicksilver Resources, I;nc., et al.

c/o Paul, \Meiss, Rifkind,'Wharbn & Garrison LLP1285 Avenue of the AmericasNew York,l{Y 10019

Ladies & Gentlemen:

'We are pleased to confirm that sinc¿ March 30, ?ÃL5,the Official Committee of Unsecured

Creditors (the "egrum!$gg" or "ysU") appointed. in the chapter L1 cæes (the "Bankruptcy Cases") ofQuicksilver Resources, Inc. ("QuiclailySf") and its affiliates and subsidiaries that are or later become

debtors in the nunl"uptcy Cases lcoUectively, the "Çg[qpgy" oI the "Eþ!QrÊ'),l whichBankruptcy Cases are penCing in the United States Banlruptcy Court for the District of Delawaro (the

"Eank¡qp!gy-Çqgt'), has engaged Moelis & Company LLC ("Msd!g", þ", "U" or "gg:) to açt as

its exclusive financial advisor in conncction with a potential Resrn¡cturing (as defined below).

"Rggllucturing" means any restucturing reorganization, rescheduting, recapitalization or

repaymont of all or any material portion of the amounts outstanding, as of the dato horeof, under the

Combined Credit Agreoments, Seðond Licn Credit Agreement, Second Lien Notes, 2019 Senior Notes'

2021 Senior Notes and Senior Subordinated Notes (each as defined in theDeclaratí.on of Vanessa Gamez

Lagana in Support of First Døy Pleødìngs [D.I. 19] (the "S¡sL!gf-Dcdg&!!aa")) (together, the

"Indeþ!gdresg';), however such result is achieved, including without limitation, through a plan or plans ofreorganization or liquidation (a "Eþn') confimred in the Banlcuptoy Cases, an exohange ofiler or consent

solicitation, material covenant relief, material reschedulilg of the matüity date for the Indebtedness'

material change in interest rates, settlement or forgiveness of debt, conversion of debt hto €quity, other

material amendments to the Indebtedness, repayment of the Indebtedness, issuance of new securities,

raising of new debt or equity capital, or the sdle or other transfer ofequity, assets or other intoresß of the

Company (for avoidancã of Coübt a sale of all or substantially all of the Company's assots shall be a

Restructuring).

1. As part of our engagement we will, if appropriate and requested:



(b) assist the Committee in evaluating the Company's debt capacily and in the

determination of an appropriate capital structwe for the Company;

It is expressly understood and agreed that all ¡eferences to obligations of the Company under the tcrms of this

agreernent, including all attachm'ents hereto, shall be obligations of the Company pursuant to ttre order. entered

U! tle nannuptcy Court pursuant to and in accoidan"e r"ith the Committee's application to retain Moelis.

-1-


Case 15-10585-LSS Doc 332-1- Filed 05/08/l-5 Page 3 of L9

'9' PARK AVENUB

5Ìb FLOOR

NEW YORX, NEW YORK 10022

MOELTS\COMPA.NYT 212.880.3800

T 212.880.3800

assist the Committee in reviewing and analyzing proposals for any

Restructuring and to the extent requested, assist the Comrnittee in soliciting and

developing alternative proposals for a Restructuring in conjunction with the

Committee's Financial Advisor, Capstone Advisory Group, LLC ("Qps!s!g');

advise and. assist the Committee and, if the Committee requ€sts, paÍicipate innegotiations of any Restrucjuring;

be available to meet with the Qemmi¡tse,, the Company's management, thc

Company's board of directors and other creditor groups, equity holders or other

parties in interest (in each case who are institutional parties or represented by an


participate in hearings before the Banlauptcy Court and provide teslimony on

matfers mutually agreed úpon in good faith; and

such other investment banking services in connection with a Restrucfuring as

Moelis and the Committee mey agree.

Please note ¡hat Moelis does not providg and will not be providing legal, üax, accounting or actuarial


2. (a) As compensation for our services hereunder, the Company and its banlnuptcy ostates willpay us the fees set iorth below. lVe acknowledge ¡hat neither ttre Committee, nor any of itsindividual members, nor any of the Committee's advisors or profæsionals (including but not limited to,

counsel to the Comrrittee), shall have any sþligation to pay our feæ or exp€nses or ary indemnityamounts. The payment of these fees shall be subject to the applicable procedures of Title 11 of the

United States Code (the "Ea¡bUplS¡LCode'), the Federal Rules of Bankuptcy Procedure (the

"Bankgp!çy Rules'), and applicable local rules, guidelines and all applicable Bankuptcy Court orders,

including the Order Establtsning Procedares for Interim Compensatíon and Reimbursement ofExpenses of P r ofe ssionals [D.t. I 95] (the *Ø.!qpg!æ]!þqQtdgt").

Monthlv Fee

(Ð

(c)

(d)

(r)

(Ð

(e)

During the term of this agreement, a non-refundable cash fee of $150,000 per month

(the "¡4eutultl9g") for the Iirst three full Monthly Fees, and $125,000 per mon¡h foreach Monthly Fee tùereafter. TVhelher. or not a Reslructuring has taken place or will take

place, we shall ea¡n and be paid the Monthly Foe beginning on M1-c!r 30,, ?n15 until the

ãxpiration or terinination of ttti" agreement. For the month of March ã)15, Moelis'

Mònthly Fee shall. be pro-rated to rehect that Moelis began providing services hereunder

on March 30, 2015. the firtt paymeût for the pro fâtôd portion of March 201'5 and for

April 2015 shall be payable on the first Thursday following the enry of any Bankruptcy

Cõurt order approving Moelis' engagement ur¡der this egreement and each subsequent

payment shdlle payable upon the first Thursday of each subsequent month, if a business

ãay; provided tbãt any such payments shall only be made in accordance with the

-2-


Case 15-10585-LSS Doc 332-1 Filed 05/08/15 Page 4 of 1-9

399 PANK AVBNUE

5rh FLOOR

NEW YORK. NEW YOR¡( 10022

MOELISSLCOMPANYCompensation Order.

Restructuring Fee

T 212.880,3800

I 212.880.3800

(iÐ Upon the consum¡tration of any Restructuring a non-refundable cash fee

(the "BeÞtrruçludng-Fie') of $3,000,000. Fifty percont (50Vo) of. all Monthly Feæ,

beginning with the sevenÍh, frrll Monthly Fee to becomo payable, shall be credited against


If at any time during the 9 months following the expiration or termination of this agreementeither (a) a Restructuring is consummated or (b) the Conpany or any entity formed or invested in toçonsurnmate a Restructuring enters into an agreement for a Resfructuring or a plan of reorganization is

filed, and a Restructuring is subsequently consummated at any time, and if the Company (or any entityformed or invested in to consummate tha Resnucturing) and its bankuptcy estates had not at such tinepaid to us the Restructuring Fee in fi¡ll and in cash; then the Company and its bankruptcy estates shall pay

us the Restructuring Fee in full and in cash immediately upon consunmation of the Restructuring(the "Tail Provision"l.

No fee payable to any other p€rson, whether by the Company, the Committee or any other person

or entity, shall reduce or othorwisa affect the Restructuring Fee payable hereunder. The Cornmittee

further agrees not to object to our request to the Bankruptcy Court and any appellate court for allowanceand payment of Moelis' fees that are consistent with this agreement.

(b) Whether or not the Company consummates a Restructuring, the Company and itsbankuptcy estates will reimburse us for all of oru reasonable, actual, documented, and customaryexpenses, including the costs of our legal counsel (without the need for such legal counsel to be retained

as a professional in the Bankruptcy Cases), as they are incurred in entering into lhis agreement, becomingretained in the Banlruptcy Cases and receiving payrnent of Moelis' fees and expensds, and in connection

with lhe performance of services pursuant to this agreement. \ile agree to provide the Company withreasonable support for our expenses at the Company's request or at the Bankruptcy Courtns direction,including detailed time statements for Moelis' legal counsel to the extent such costs are sougþt to be paid

hereunder, redacted for privilege and confidentiality. The Committee agrees not to object to our request

to the Bankruptcy Court and any appellate court for allowance and payment of Moelis' reasonable outof'pocket expenses lhat are reimbursable under the terns set forth aboYe.

(c) The obligation of the Conpany and its bankruptcy estatos (subject to any necessary

Bankruptcy Court approval) to pay any fee, exp€nse or indemnity set forth herein is not subject to any

reduction by way of setoff, recoupment or counterclaim

(d) Norwithsranding the obligations of the Company arid its bankruptcy estates hereunder,

including,'but not limited to, their obligation to pay the fèes and expetrses of Moelis,andtoindemnifyMoelis, it is understood and agreed that Moelis' sole and exclusive client is the Committee. Moclis willin no circumstance be deemed to be a financial advisor or investment banker to, or have any obligation

whatsoever to, tho Company or any other party, including without limitation, any individual membor of the

Cornmittee, whether in its câpaciry-as a *"-bát of the Co-mittee or otherwise. All advice (written or oral)

-3-


Case l-5-l-0585-LSS Doc 332-1 Filed 05/08/L5 Page 5 of L9

,,9 PARK AVENUE

5th FLOOR

NBW YORK, NBW YORX 10022

Ivf OELIs r&*-cOMPá.NYI 212.880.3E00

T 2¡2.880.3800

provided by Moelis in connection with this ongagament (i) is intended solely for the benefit and use of the

Committee in considering matters to which this agreement relates, (ü) is not and will not be deemed to

constitute a recommendation to the Company's board of directors (or any similar goveming body) or the

Company with respect to any Restructuring or any other mâtter and (üi) is not íntended for the benefit or use

by the Company, its stockholders, its members, ie other creditors or any other person or entity.

(") Moelis will rnake a substantial commitment of professional time and effort hereunder,

which may foreclose other oppottunities for us. Moreover, the actual time and effort required for the

engagement may vary substantially from time to timo. In light of the nunerous issues that may arise inengagements such as this, Moelis' commitment of the time and effort necessary to address the issues that

may arise in this engagernent, Moelis' expertise and capabilities that w¡¡l be required in this engagement,

and the market rate for professionals of Moelisn stature and reputalion, the partiæ agrec that the fee

arrangement provided herein is just and reasonable, fairly compensates Moelis, and provides the requisite

cærtainty to the Committee that Moelis will be available to advise and assist it throughout the BanlçuptcyCases.

3. (a) In the Banlruptcy Cases, the Committee shall use its reasonable best efforts to seek a

final order of the Bankruptcy Court authoriz¡ng the eruployment of Moelis as its financial advisor

pursuant to the terrns of this agreoment (including without límitation, the fee, expense, and

indemnification provisions hereof) pursuant to, tnd subject to the standards of review set forth in, Section

328(a) of the Bankruptcy Code (and not subject to the standards of review sel forth in Section 330 of the

Bankruptcy Code), nunc gO t ll¡g to the date first written above. The retention application and the

proposed order(s) authoriãng Moelis' retention must be acceptable to Moelis in its sole discretion. Inagreeing to seek Moelis' rètention under Scction 32S(a) of the Banlruptcy Code' the Committee

aãtnowled-ges that it believes that Moelis' general resfructuring experience and expertise, its lnowledgeof the capiial markets and its restructuring capabilitiæ will inure to the benefit of the Company and the

Coramittee, that the value to the Company and the Committee of Moelis' services derives in subatantial

part ftom that expertise and experience and that, accordingly, the sfructule and amouut of the fees set

iorth in Section 2 hereof are reasonable, regardless of the number of hours expended by Moelis'professionais in tbe performance of the.services piovided hereunder.

(b) Moelis will have no obligation to provide services unless the Banlruptcy Court- approves

Moelis''retention in a ûnal non-appealahle order accepþhle to Moelis under Sestion 328(a) of the

Bankruptcy Code wirhin 60 days fãfuowing the dato firit written above. If such order is not obtained

within iuch 60 day period, or such order is later revcrsed, vacated, stayed or set aside for any reason'

Moelis *ay termioãte this agreement and may seek payment in the Bankruptcy Court for all fees

owing and expenses incurred prior tö the date of termination.

(c) Moelis' post-petition compensation, expense reimbursements and payment - received

purro"ni ó the provisi oi, of Annr*/. shalt be entitled to priority as expeffies of administration under

Secdons 503@XìXA) and 507(a)(2) of the Banlnuptcy Code, and shall be entitled to the benefits of any

"carve-ou[s" iórprofãssional fees'and expenses in effect ptusuant to one or more financing or adequate

assurance orders entered by the Banlauptcy Court. Following entry of an order authorizing our retentior¡

the Committee will assist i,foelis in preparing, filing and serving fee statements, interim fee applications,

and a finai fee application.

-4-


Case 15-L0585-LSS Doc 332-1- Filed 05/08/15 Page 6 of 1-9

3'9 IARß AVENUE

5rh FLOOR

NEW YORK, NEW YOßK 10022

MOELTS&_COMPANYT 212.8E0.3800

T 212.880,3800

(d) The Committee shall use its reasonable efforß to ensure that, to the ñ¡llest extentpermitted by law, any confirmed Plan in the Banlruptcy Cases contains typical and customary releases(both from the Company, its bankuptcy estates and ftom third partiæ) and exculpation provisionsreleasing, waiving and forever discharging Moelis, its divisions, affiliates, atry person controlling Moelisor its affiliates, and their ræpective current and former directors, officers, paÍtners, members, agents andemployees from any claims, obligations, suits, judgments, dêmages, demands, debts, rights, causes ofacfion, and liabilities related lo the Compan¡ the Committee, any Plan or the engagement described inthis agreement.

The terms of thjs Section 3 are solely for the benefit of Moelis, and may be waived, in whole or in part,only by Moelis.

4. Subject in all respects to the Bylaws of the Committee, dated April 7, 2015 (the"ÇQuq¡ni!!99Èy¡awc'), and.the Confidentialþ Agreement between Moelis and the Compan¡ dated April2,2015 (the "Moelis Confidentiality ), the Committee will, or will use âll reasonable effortsto cause the Company to, furnish us with all information concerning the Company thât we reasonablydeem appropriate (collectivoly, the "bl@) to perform this enpgement and the Company willprovide us witb reasonable access to the offficers, directors, employees, accountants, advisors, counseland other representatives of the Company, To the best of the Company's knowledge, the Information willbe true and correct in all material respects and will not contain any material misstatement of fact or omitto state any material fact necessary to make the statements contained therein not misleading. TheCommittee understands and agrees that wg in performing our services hereunder, will be entitled to useand rely upon the Information as well as publicly available infonnation without independent verification.We arc not required to conduct a physical inspection of any of the properties or âssets, or to prepate olobtain any independent evaluation or appraisal of any of the assets or liabilities, of the Company. We willalso be entitled to assume that financial forecasts and projections the Company makes available to us havebeen reasonably prepared on bases reflecting the best currently available estimates andjudgments of themanagement of the Compãny as to the matters covered thereby.

Subject in all respects to the Committee Bylaws and the Moelis Confidentiality Agreement, wewill not disclose to any third party nonpublic Information concerning the Company provided to us inconnection with this agreement as long as it remaíns nonpublic, except (i) as otherwise required bysubpoena or court order and for private disclosure to ow ûna¡cial regulatory euthorities and (ii) wemay provide nonpubiic information to other parties that are subject to non-disclosue agreements with the

Company. This paragraph shall terminate one year following the date of this agreement. For theavoidance of doubt, nothing in this paragraph or this âgreement shall modify che Moelis ConfidentialityAgreement.

5. Subjebt in all respects to the Committoe Bylaws and the Moelis ConfidentialityAgreement, the Conmittee will not disclose, summarize or refer to any of our advice publicly or to any

third party without our prior written consent. Certain communications aud correspondence from Moelis,and work product and anglyses prepared by Moelis for the Cornmittee in connection with this

engagement, wiil be considered in preparation for litigation over the restructuring of the Company.

Subject to the Committee Bylaws ahd the Moelis Confidentiality Agreement, if Moelís or any of itsrepresentatives becomes required (including without limitation, by deposition, intenogatory, request fordocuments, subpoena, civil investigative demand or similar process) to disclose any nonpublic Information,

-5-


Case l-5-l-0585-LSS Doc 332-l- Filed 05i08/15 Page 7 of 19

399 PARX AVENUE

sth rl.ooRNEW YORK, NEW YORK 10022

MOELIS ELCOMPANYT 212.t80.3800

T 212.880.3800

Moelis shall provide the Company with notice as promptly as praclicable, to the extsnt allowed by laq ruteand regulation, of such requirement. Moelis agrees to disclose only that portion of the nonpublic Inform¡tionwhich it is required to disclose and, at the Companyb direction, to use reasonable efforts to erxure thal anynonpublic Inforrration so disclosed is accorde.d confidèntial teatment at the Company's e4pense. TheCornmittee acknowlodges that ïve may, at our option and expense after announcement of anyRestructuring, place announcements arid advertisements or otherwise publicize such transaction and ourrole in it (which may include the reproduction of the Company's logo and a hyperlink to the Company'swebsite) on our websile and in such financial and other newspâp€rs and journals a{i we may choose,stating that we have acted as exclusive financial advisor to the Committee in connection with anyRestructuring

6. rüe are an independent conEactor with the contractual obligations described herein owingsolely to the Committee. We expressly disclaim any obligations whatsoever to any party other than the

Committee. As a material part of the consideration for Moctis to furnish its services under thisagreement, Moelis requires that the Company, the Committee and the other parties described onÂnnexAagree to the indemnity and other provisions set forth in the attacbed á nnex A, which are an integal partof this agreement and are expræsly and entirely incorporated by reference herein. The Company'sobligations set forth ín Annæ,4 are in addition to any rights that any Indemnified Person may have at

cornmon law or otherwise. Other than the Indemnified Persons, there a¡e no third paily beneficiariag ofthis agreement. The Committee and the Company agree to the acknowledgements and disclosures set

forthinAnnex B.

7, Our engagement hereundershall extend unfil the çarliest of(i) the final effective date ofaPlan confirmed in the Bankruptcy Cases, (ü) the conversion of the Banlruptcy Cases to Chapter 7 of theBankruptcy Codo, (üi) dismissal of the Bankruptcy Cases and (iv) the dissolution of the Committee;provided,'however, that our engagement may be (x) terminated earlier, with or without cause, either by us

or by the Committee upon 5 days' prior written notice thereof to the other party or (y) terminated earlieras provided elsewhere herein. Nonrithstanding the foregoii,rg, in the event of any erpiration ortermination of our engagement hereunder, (i) we will continue 1o be entitled to payment by the

Company and its banlauptcy estates of all fees payable prior to such expiration or terminationpursuant to Section 2 of this agreement and alt fees payable prrrsuant to the Tail Provision in Section

4a), (iÐ we will be entitled to payment by the Company and its banhuptcy estates of all unreimbursed

expenses incurred by us in connection with the services rendered on or prior to the date of expirationor termination, and (iiÐ (A) the indemnification and other obligations set forth in.d.nne¡ A hereto

and (B) the provisions of Sections 4 through t hereof, all sha1l remain operative and in full force and


8. Moelis is an independent investment bank which is engagod in a rangc of investment

banking activities. Certain afûliatès of Moelis are engaged in asset management and other activities for

their own account and otherwise. Moetis and its affiliates may have interests that differ from the

Company's interests. Moelis and its affiliates have no duty t9 disclose to the Company, or use for the

Cornpany's benefit, any information acquired in the qourse of providing services to any other party,

engaging in any transactiot or carrying on any other businesses. .Moélis' employees, otficers, partDers

anã affiliates may at any time own the Company's securities or those of any other entity involved in any

transaction contemplated by this agreernent. Moelis recogrizes its oblþtions under applicable securities

-6-


MO

Case 15-1-0585-LSS Doc 332-1- Filed 05/08/L5 Page I of L9

I'9 TABK AVENUB

5rh FLOOR

NEII' YORK, NEW YORK 10022

ELIS &-COMPA'NY r212.rEo.s8oo

laws in connection with the purchase and sale of such securities.

g. This agreement and any dispute or claim that may arise under this agreement shall begoverned by and construed in accordance with the internal laws of the Stato of New YorIç, and thisagreement embodies the entire agreement and.supersedes any prior written or oral agreement relating tothe subject mattsr hereof, and may only be amendcd or waived in writing signed by both the Committeeand us (and if the obligations of th€ Corryany are advgrsely affected, the Company). If any part of thisagreement is judicially determined to be unenforceable, it shall be interpreted to the fullest extentenforceable so as to give the closest meaning to its intcnt, and the remainder of this agreement shallremain in fr¡ll force and efÏect- This agreement is the product of arm's length negotiations amongsophisticated parties, and each of the parties hereto hæ consulled (or has had the opportunity to consult)with legal counsel of its own choosing. Therefore, the parties acknowledge and agree that any otherwiseapplicable rule of confract cons¡ruction or interpretation that ambiguities shall be consftued against thedraftsman (and all similar rules of conhact construction or interpetation) shall not apply to thisagreement. This agreement may be executed in two or more counterparts, each of which shall be deemedan original, but all of which shall constitute one and the same agreement. This agreement shall be bindingupon the Committee, the Oompany and its bankrupæy estates, and us, as well as their and our respectivesuccessors and permitted assigns. All actions and proceedingp arising out of of relating to this agreementshall be heard and determined by the Bankruptcy Court or any court having appellatejurisdiction over theBankruptcy Court. If the Banlsuptcy Court declines to assort jurisdiøion over such proceedings or if thereference is withdrawn to the United States District Court, then such proceedings shall be heard anddetermined in any New York stale or federal court of competent jurisdiction sitting in the city and countyof New Yorþ to whose jurisdiction we and the Commirtee hereby irrevocably submit. The parties agreethat the Bankruptcy Court shall have jurisdiction for the pendeney of the Company's bankruptcy cases.

WE, THECOMMITTEE AND TTIE C]OMPAI.IY (ON ITS OIVN BEHALF A}iD, TO THEEXTENT PERMITTED BY APPLICABLE LAW, ON BBHAT¡ OF ITS CREDMORS ANDSECURTTY HOLDERS) T{EREBY AGREE TO WAIVE ANY RIGTTT TO TRIAL BV JURY WITHRESPE T TO AÑY CI.A,IM, COT]NTERCT.AIM OR ACTION ARISING OUT OF THEENGAGEMENT OR OUR PEPS'ORMAI.ICE THEREOF.

(Signatur e page follows )

:7-


By:

Case 15-10585-LSS Doc 332-L Filed 05/08/15 Page 9 of 19

¡t9 ?^nK avlNuE!.h tLooRNEW YORß. NTW YOSX IDO22

MOELTS dOOMPANYT 2t2 rr0 3100

I ¡r¡ ilo tt00

Wo are delighted to acccpt this engrçment md look forw¡¡d to worklng with û¡e Committoo. Plcasc

sigt and rotum tho oncloeld duplioô of this agrcc'nronl Tho individuals signing this agrccmont oaoh

represont that hc or sho is aud¡orlzËd to orcouo and doliver it on behûlf of ûrc ørtþ wlrose namc appe¡ß¡diroctly above his or her slgratue

Vøytnrly yours,

MOBLIS & COMPAI.TY LLC

By:

Title: Maruging Direotor

Agreed to as of tho datÊ first writton abovo:

MOELIS & COMPAI\TTLLCMManaging Director

-E-


Case I-5-1-0585-LSS Doc 332-1- Filed 05/08/1-5 Page 10 of 19

TI{E OrI'ICIAL COMMIflEE OE UNSESTJREDcRDDIToRs oF euIcKsILvEn nnsoúncrs, rNC., er ar,

By: ARES SPECIAL S¡TUATIONS FUND IV, L.P.

solely m lts capacny as Co-Chair ofthe Committceand not m its

Byl¡tlc MOORB

VICB PRESIDI]NT

By' DBLAWARETRUSTCOMPAÌ.IY,sololy rn its capacity er Co-Ch¿ir of the Comm¡ttee

and nol in its ind¡vldual capacity,

lLlByTrtle

Signarure Page to Moelis Engagement Letter


By:Tide:

Case 15-10585-LSS Doc 332-1- Filed 05/08/15 Page 1-1 of L9

THE OFFICIAL COMIVTITTEE OF UNSECUREI'CREDITORS OF QUICKSILVER RESOURCES, lNC., ¿t ø¿

By: ARES SPBCIAL SITUATIONS FUND IV, L.P,solely in its capacity as Co-Chalr ofthe Committee

and not in its individual capacity,

By: DELAWARETRUSTCOMPANY,solety in its capacþ as Co.CtEir ofthe Committee

and not in iß individual capacig

By: ¡nl.¡'ur. U #oWtitte : Munagi ng D fu ec-cto/

Signature Page to Moelis Engagernent Lotter


MOELTS{COMPT{,NY

Case L5-L0585-LSS Doc 332-1 Filed 05/08/l-5 Page 1-2 of 1-9

ANNEX.A

In connection with our engagement to advise and æsist ¡he Ofücial Committee of Unsecured Crcditors(the "Çqlq¡giltgg") appointed in the chapter 11 cases (the "Eadauplcy_easss') of Quiclsilvet Resourc€s,Inc. ("Ouicksilver") and its affiliates and zubsidiaries that are or later become debtors in the BanlruptcyCases (collectively, the "Debtors'), the Debtors and the Committee will be subject to the terms of thisAnnex.' In the event that Moelis & Company LLC or our affiliates or any of our or our affiliates'respective current or former directors, officers, partners, rnanagers, ag€nts, representatives or employees(including any person controlling us or any of our afñliates (collectively, "lndemnified Persons")

becomes involved in any capacity in any actual or threatened actioû claim, suit, investigation orproceeding (an "Action") arising out of, related to or in connection with the engagement or any mâtter

referred to in this agreemenq the Debtors, their banhuptcy estates, the reorganized Debtors and/or theirreorganized affiliates and subsidiaries after the consu¡nmation of the Resüucturing (as defined in the

agreement between us and the Committee to which this Annex A is attached), and any entity or entities that

may be formed or invested in to consuum¿te a Restructuring (all such entities, the "Çompgfif) willreimburse such Indemnified Person for the reasonable outof-pocket costs and expenses (includingcounsel feæ) of investigating preparing for and responding to such Action or enforcing this

agreement, as they are incurred. The Company will also indemnify and hold harmless any IndemnifiedPerson ûo¡n and against, and the Company and the Committee agree that no Indemnified Person shall

have any liability to any of the Company, the C,ommittee or their respective ¡ffiliates, owners, directors,officen, employees, secrrity holders or creditors for any losses, clairns, damages or liabilities(collectively, o'l¿9$9Ë') (A) related to or arising out of oral o¡ witten stratements or omissions made orinformation provided by the Committee, the Company or their respective agents or (B) othenvise arisingout of, related to or in connection with the €ngÊgement or our performance thereof, except that this clause

(B) shall not apply to Losses that are finally judicially detennined to have resulted prinarily ftom the bad

faith or gross negligence ofsuch Indemnified Person.

If such indemnification or limitation of liability are for any reason not available or insufficient to hold an

Indemnified Person harmless, the Comparry agrees to conhibute to the l¡sses in such proportion as is

appropriate to reflect the relativc bonofits received (or anticipated to be received) by the Company and the

Committee, on the one hand, and by us, on the othEr hand, with respect to the engagement or, if such


relative benefits and relative fault of the Company or the Cornmittee on the one hand and of us on the

other hand, and any other relevant equitable considerations; provided, howarcr, that, to the extent

permitted by applicable law, in no event shall the Indemnifìed Persons be responsible for amounts that

exceed the feea actuaily received by us from the Company and its banlruptcy eståtqs in connection withthe engagement. Relative benefib to the Compan¡ on the one hand¡ and us, on the other hand, with

rçcp9ct to tþe gngagement shall be deemed to be in the same proportion æ (i) the total value paid or

proposed to be paid or received or proposed ûo bc received by the Company or its debt and securityholders, as the case may be, pursuánt to fhe transaction(s), whether or not consurnmated, contemplated by

the engâgement bears to (ü) the feas aclually received by us in connection with the engagement.

The Company and the Committee will not without our prior w¡itten consent (not to be unreasonably

withheld), settle, compromise, consent to the eiltry of any judgment in or othenrise seek to terminate

(a "settlement") any Action in respect of which indcmnification is or rnay be sought hereunder unìess

It is expressly understood and agreed that all refe¡ences to obligations of the Company under the terms of this

Annex A aná th" agreement to whi"t¡ it is attached shall be obligations of the Company pursuant.to the order

entered by the Banlruptcy Court pusuant to and in accordance with the Committee's application to retain

Moelis.

- A-1-


Case 15-10585-LSS Doc 332-1- Filed 05/08/L5 Page 13 of 1-9

MoELr s {coMPÀNYsuch Settlement includes a release of each Indem¡ified Person from any Lossæ arising out of such

Action. The Company and the C;ommittee wilt not pcrmit any such Settlement to inslude t statement as

to, or an admission of, fault or culpability by or on behalf of an hdçmnified Person without such

Indernnified Person's prior written consênt. No lndemnified Person seeking indernnification,reimbursement or contribution under this agreernenf will, without the Company's or the Committee'sprior written consent (not to be unreasonably witliheld), agrèe to the Settlement of any Action'

Prior to effecting any proposed sale or liquidation of all or substantially all of its.assets that does not

explicitly or by operation of law provide for the assumption of the obligations of the Company set forthherein, the Company will notifl us in writing of its arrangements for the Company's obligations set forthherein to be assumed by another creditworthy party (for example, through insurance, surety bonds or the


A-2


Case L5-10585-LSS Doc 332-L Filed 05/08/L5 Page L4 of 1-9

MOELTSSLCOMPÄNY

ANNNXB

USA Patriot act. Moelis is required to obtain, verify, and record information that identifies the

Company in a manner that satisfies the requirements of and in accordance with the USA Patriot Act.

Brsiness Continuity. Moelis mainains a .business continuity plan that is reviewed annually and is

updated as necess¡ìry. Our disclosu¡e statement is available on our website at wlilw.moelis.com and a

copy can be requested by contacting us at compliance(Amoelis.com.

-B-1-


In re:

Quicksilver Resources Inc., et al.,l

IN THE UNITED STATES BANKRUPTCY COURTF'OR THE DISTRICT OF DELA\ryARE

Chapter 11

Case No. 15-10585 (LSS)


)))

)))))

Debtors

CERTIFICATION OF COMPLIANCE WITH GUIDELINESF'OR F'EES AND DISBURSEMENTS FOR PROF'ESSIONALS

IN DISTRICT OF'DEI,AW BANKRUPTCY CASES


1. I am a managing director of Moelis & Company LLC ("Moelís"), the investment



applications for Compensation and Reimbursement of Expenses filed Under 11 U.S.C. $ 330 (the

"Guídelines") in support of Moelis' foregoing Application (the "Applícøtíon"). I am Moelis'


2. I have read the Application and certi$i that, to the best of my knowledge,




The Debtors in these cases, along with the last four digits of eacl'r Debtor's federal tax identification number,are: Quicksilver Resources Inc. [6163]; Bamett Shale Operating LLC 102571; Cowtown Drilling, Inc. [8899];Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P.191691;Cowtown Pipeline Management, lnc. l977ll; Makarios Resources International Holdings LLC 117651;Makarios Resources Intemational lnc.176121; QPP Holdings LLC [0057]; QPP Parent LLC [87a8]; Quicksilver'Production Pafiners GP LLC 121011; Quicksilver Production Partners LP 191291; and Silver Strearn PipelineCompany LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Wor1h, Texas76102.





3. Pursuant to this Court's May 8,2015 order approving Moelis' retention in these

cases (the "Moelis Retentíon Order"), the requirements of the Bankruptcy Code, the Bankruptcy

Rules, the U.S. Trustee Guidelines and Local Rule 2016-2 have been modified such that Moelis'

investment banking professionals are required only to keep surnmary time records in half-hour

increments, Moelis' non-restructuring professionals and personal in administrative departments




Application,' 1u¡ it is not the general practice of financial advisory firms such as Moelis to keep







Dated: April2l,20l6/s/ Baralc KleinBarak KleinManaging DirectorMoelis & Company LLC

*Moelis Retention Applicøtion" means the Official Committee of Unsecured Credítors' Application forEntry of an Order Authorizing the Employment and Retentiott of Moelis & Company LLC as InvestmentBanlcer to the Committee, Efective Nunc Pro Tunc lo March 30, 2015, and LI/aiving Certain InformationRequírements Imposed by Local Rule 2016-2 fDocket No. 246].

2


EXHIBIT C — TWELFTH MONTHLY FEE APPLICATION



In re Chapter L1,

Quicksilver Resources Inc., et a|.,1 Case No. 15-10585 (LSS)

Debtors Jointly Administered

Hearing Date: N/AObjection Deadline: June 1, 2016 at 4:00 p.m. (ET)




First Lien lænders; Counsel to the Second Lien Agent; Counsel to the Ad Hoc Group ofSecond Lienholders; Master Sidlow & Associates, P.A. c/o Judith Scarborough and allparties required to be given notice in the Interim Compensation Order.

Moelis & Company LLC ("Moelis"), investment banker to Official Committee ofUnsecured Creditors (the "Committee") of the above-captioned debtors and debtors-in-possession (the "Debtors"), has filed the Twelfth Monthly Applícation of Moelís & CompanyLLC for Com,pensatíon for Professional Services Rendered and Reimbursement of Actual andNecessary Expenses as Investment Banker to the Official Commíttee of Unsecured Creditors

from Mørch 1, 2016 through March 31, 2016 (the "Application"). The Application seeks fees

in the amount of $L25,000.00 (80% = $100,000.00) and expenses in the amount of $0.00 for the

period March L,2OL6 through March 31,,241,6.

Objections, if any, to the relief requested in the Application must be filed with the UnitedStates Bankruptcy Court, 824 N. Market Street, 3'o Floor, Wilmington, Delaware 19801, on orbefore June 1, 2016 at 4:00 p.m. (ET).


so as to be received no later than 4:00 p.m. (ET) on June lr2016

1 The Debtors in these chapter 11" cases, along with the last four digits of each Debtor's federal tax identificationnumber, are: Quicksilver Resources Inc. [61,63]; Barnett Shale Operating LLC ¡0257); Cowtown Drilling, Inc.

[8899]; Cowtown Gas Processing L.P. Pa}al; Cowtown Pipeline Funding, lnc. 197741; Cowtown Pipeline L.P.

[9769); Cowtown Pipeline Management,lnc. f9771]; Makarios Resources International Holdings LLC [1765];Makarios Resources International lnc. [761,2); QPP Holdings LLC [0057]; QPP Parent LLC [87a8]; QuicksilverProduction Partners GP LLC [270t]; Quicksilver Production Partners LP 19129); and Silver Stream Pipeline

Company LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.

0KÎF

{ 1053.001-W0042133.)

DTNO.


(i) counsel to the Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP,1285 Avenue ofthe Americas, New York, NY 10019 (Attn: Andrew N. Rosenberg, Esq. and Elizabeth McColm,Esq.); (ii) Delaware counsel to the Committee, Landis Rath & Cobb LLP, 919 Market Street,

Suite 1800, Wilmington, DE (Attn: Richard S. Cobb, Esq. and Matthew B. McGuire, Esq.); (iii)the Debtors, Quicksilver Resourcas, Inc., et al.,80L Cherry Street, Suite 3700, Unit 19, Fort

Worth, TX 76t02; (iv) counsel to the Debtors, Akin Gump Strauss Hauer & Feld LLP, 1700

Pacific Avenue, Suite 41"00, Dallas, TX 7520t (Attn: Charles R. Gibbs, Esq. and Sarah LinkSchultz, Esq.); (v) Delaware Counsel to the Debtors, Richards Layton & Finger, P.4., One


Amanda R. Steele, Esq.); (vi) Counsel to the Global Administrative Agent for the First Lien

Iænders, Simpson Thacher & Bartlett LLP,425 Læxington Avenue, New York, NY L0017 (Attn:


Third Avenue, New York, NY 10022 (Attn: Mitchell A. Seider, Esq. and David Hammerman,

Esq.); (viii) Counsel to the Ad Hoc Group of Second Lienholders, Milbank, Tweed, Hadley &McCloy LLP,28 Liberty Street, New York, NY 10005 (Attn: Dennis F. Dunne, Esq. and Samuel

A. Khalil, Esq.); (ix) the Office of the United States Trustee for the District of Delaware, 844

King Street, Room 2207, Wilmington, DE 19801 (Attn: Jane M. I-eamy, Esq.) and (x) Kirkland

& Ellis LLP,300 North LaSalle Chicago, LL60654 (Attn: Jason Gott, Esq.)

PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDERESTABLISHING PROCEDURES FOR INTERIM COMPENSATION ANDREIMBURSEMENT OF EXPENSES FOR PROFESSIONALS, IF NO OBJECTIONS ARE

FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURE, THE

DEBTORS WILL BE AUTHORIZED TO PAY 80Vo OF REQUESTED FEES AND 1007o OF

REQUESTED EXPENSES WITHOUT FURTHER COURT ORDER. ONLY IF ANOBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVEPROCEDURE, WILL A HEARING BE HELD ON THE APPLICATION.

Dated: lllf.ay LL,201,6V/ilmington, Delaware RATH & COBB LLP

S. (N 3lst)B. McGuire (No. 4366)

Joseph D. Wright (No.5669)9l-9 Market Street, Suite L800

Wilmington, Delaware L9801Telephone: (302) 467 -4400Facsimile: (302) 467 -4450Email: [email protected]


-and-

2{1053.001-W0042133,)


PAUL, WEISS, RIFKIND, WHARTON& GARRISON LLPAndrew N. RosenbergElizabeth McColmRachel E. Brennan1285 Avenue of the AmericasNew York, New York 10019Telephone: (2L2) 373 -3000Facsimile: (212) 7 57 -3990E-mail: [email protected]

emccolm@paulweiss. comrbrennan@paulweiss. com


3{1053.001-W0042133.)


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF'DELAWARE

Chapter 11


Quicksilver Resources Inc., et al.,rJointly Administered

Debtors. Objection Deadline: June 1, 2016, at 4:00 p.m.(prevailing Eastern time)


COVER SHEETS FOR TWELFTH MONTHLY APPLICATION OFMOELIS & COMPANY LLC FOR COMPENSATION FOR PROF'ESSIONAL

SERVICES RENDERED AND REIMBURSEMENT OF ACTUAL AND NECESSARYEXPENSES AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS FROM MARCH 1.2016 THROUGH MARCH 31" 2016

)))))))))

Name of applicant:

Authorized to provideprofessional services to:


Official Committee of Unsecured Creditors

Date of retention order: May 8, 2015, nunc pro tunc to March 30,2015


March 1,2016 through March 31,2016


acttal, reasonable, and necessary:$125,000.00

Amount of expense reimbursement soughtas actual, reasonable and necessary:

$0.002

This is a(n) Monthly application

The Debtors in these cases, along with the last four digits of each Debtor's federal tax identiflrcation number,

ale: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC 102511; Cowtown Drillhg, Inc. [8899];Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc.19774l; Cowtown Pipeline L.P.[91691;Cowtown Pipeline Management, Inc. l977ll; Makarios Resources International Holdings LLC 117651;Makarios Resources International lnc. l'7612); QPP Holdings LLC [0057]; QPP Parent LLC [87a8h QuicksilverProduction Partners GP LLC l270ll; Quicksilver Production Paftners LP 191291; and Silver Stream PipelineCompany LLC [9384]. The Debtors' address is 801 Chemy Street, Suite 3700, Unit 19, Forl Worth, Texas76102.Please note that certain vendor invoices rnay not come in until after the end of the month fol which such servicewas provided. Accordingly, Moelis reserves the right to include such unbilled expenses in subsequent fee

applications.


SUMMARY OF'PROFESSIONALS' TIME DURING THE COMPENSATION PERIOD

Moelis & ConpanySummary of Hours Worked

March1, 2016 - March 31,2016

Robert Flachs Bfyan låstrapes Buak Klein Kevin Voelte

ManagingDirector ManagingDirector Managing Director Senior Vice President

41.0 43.513.0 ,qq

AdamWaldman R¡chelMuray Anton Pismenyuk Vaibhav Goel Âüon Cohen Nicholas Kutetrbach Total

Vice Presidenl

13.5

Assciãte Associale Analyst Analyst Associate

16.516.516.514.536.5 237.O



Chapter l1In re:

Case No. 15-10585 (LSS)



Debtors. Objection Deadline: June 1, 20160 at 4:00 p.m.(prevailing Eastern time)


TWELFTH MONTHLY APPLICATION OF MOELIS & COMPANY LLCF'OR COMPENSATION FOR PROFESSIONAL SERVICES RENDEREI)

AND REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES ASINVESTMENT BANKER TO THE OF'FICIAL COMMITTEE OF UNSECURED

CREDITORS FROM MARCH 1.2016 THROUGH MARCH 31" 2016

Pursuant to sections32S and 331 of title 11 of the United States Code, 11 U.S.C.

$$ 101-1532, as amended (the "Bønkruptcy Code") and Rule 2016 of the Federal Rules of

Bankruptcy Procedure (the'oBankruptcy Rules"), Rule 2016-2 of the Local Rules of Bankruptcy


"Local Bankruptcy Rules"), this Court's Order Establishing Procedures þr Interim

Cornpensatíon and Reimbursement of Expenses of Professionals [Docket No. 195] (the'olnterím

Compensatíon Order") and Order Authorizing the Employment and Retention of Moelis &

Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunq to March 30,

2015, and Waiving Certain Inþrmation Requirements Imposed by Local Rule 2016-2 [Docket

No. 332] (the "Moelís Retention Order"), Moelis & Company LLC ("Moelis"), the retained

The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number,are: Quicksilver Resources Inc. [6163]; Bamett Shale Operating LLC 102571; Cowtown Drilling, Inc. [8899];Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. 197741; Cowtown Pipeline L.P.197691;Cowtown Pipeline Management, lnc. l977ll; Makarios Resources International Holdings LLC 117651;Makarios Resources International lnc.176121; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; QuicksilverProduction Parlners GP LLC [27011; Quicksilver Production Partners LP 191291; and Silver Stream PipelineCompany LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas76102.

))))

)))))


investment banker to the offrcial committee of unsecured creditors (the "Commíttee") in the

chapter 11 cases of above-captioned debtors and debtors-in-possession (the o'Debtors"), hereby

submits this twelfth monthly application (this "Application") for the allowance of compensation

for professional services performed by Moelis for the period from March l, 2016 through

March 31,2016 (the"Compensatíon Períod'). By this Application, Moelis seeks allowance of

compensation for services rendered in the amount of $125,000.00 and payment in the amount of

$100,000.00 (which is 80% of the compensation sought herein). Moelis does not seek allowance

or reimbursement of any expenses for the Compensation Period at this time, but reserves the

right to include unbilled expenses from the Compensation Period in future fee applications.


BACKGROUNI)

1. On March 17, 2015 (the "Petítíon Date"), each of the Debtors filed a voluntary


Court for the District of Delaware (the "Courf'). The Debtors continue to operate their



2. On March 25, 2015 (the "Formøtìon Døte"), the Office of the United States


serve as members of the Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. The




Indenture Trustee.

4




annexed hereto as Exhibit B, and the engagement letter between Moelis and the Committee is

annexed to the Moelis Retention Order as Exhibit L thereto (the"Engagement Letter").



Monthly Fee for March 2016 inthe amount of $125,000.00.

5. During the Compensation Period, Moelis' financial advisor professionals



Retention Application,' 1a¡ it is not the general practice of financial advisory firms such as


(b) Moelis does not ordinarily keep time records on a "project category" basis. Additionally,

pursuant to the Moelis Retention Order, Moelis' non-restructuring professionals and person:rel in






(a) Due Diligence. Moelis has performed substantial due diligence on the Debtors'business and materials disclosed by the debtors.

*Moelís Retention Applícøtíon" means the Official Committee of Unsecured Creditors' Application þrEntry of an Order Authorizing the Employment and Retention of Moelís & Company LLC as InvestmentBanker to the Committee, Effective Nunc Pro Tunc lo March 30, 2015, and llaiving Certqin InfornatíonRequirements Imposed by Local Rule 2016-2 fDocket No.246].

5


(b) Committee Communications. Moelis communicated with and presented to theCommittee on material updates, business developments, diligence findings andanalysis as well as business plan reviews.

(c) Third Party Communications. Moelis communicated with the Debtors, theDebtors' advisors, and certain other parties.

(d) Business Review. Moelis performed analysis around Company's busrnessprojections, ongoing performance and other potential options available to theCompany and Debtors.

(e) Administrative Matters. Moelis conducted general administrative services,including, but not limited to, services related to these chapter 11 cases generally,retention matters, addressing questions of individual members of the Committee,chapter 11 procedures, and communications, administrative functions, and othermatters not falling into any of the service categories listed above.

7. Annexed hereto as Exhibit A are the summary time records of Moelis'









hourly rates.





6



100% of its fees of $125,000.00 for the Compensation Period. Moelis also respectfully requests

payment by the Debtors of $100,000.00 representing the sum of 80% of its fees requested herein.

Dated: May lI,2016MOELIS & COMPAI\Y LLC

By: /s/ Børak KleinName:Title:

Barak KleinManaging Director


EXHIBIT A _ SUMMARY TIME RECORDS DURING COMPENSATION PERIOD

Quicksilu er Re s ources lnc.

Summary of Hours - March 2016

Robert Flachs Bryan Lasbapes Barak Klein KevinVoelte AdmWaldman

Managing Director Managing Director Managing Di¡ector Seníor Viæ P¡esident Vice Presídent

2.0

1.5

1.5

.1.0

;;1.5

;;

1.0

2.0

1.5

1.5

1.0

7.0

1.5

;;

2.0

1.5

1.0

1.00.5

1.0

1.0

1.0

0.5

1.0

1.5

4.0

1.5

1.0

1.0

2.s

2.5

2.5

1.5

2.5

1.51.0

2.O

1.5

1.5

2.0

1.5

1.5

1.0

;,;

1_5

;;

;;3.0

2.0

3.0

3.0

5.0

4.0

2.5

1.0

0.5

1.0

1.0

0.5

;;1.0

;;

3/L/L63/2/1,6

3/3/163/4/1.6

3/s/-t63/6/"t63/7/-t63/8/"t63/e/"t6

3/L0/-16

3/11,/"16

3/"t2/1^6

3/"13/16

3/'r4/L63/'|s/163/"t6/L63/"17 /1,63/"r8/1,6

3/le/"t63/20/1,6

3/2L/-16

3/22/'163/23/163/24/-t63/ /163/26/"16

3/27/163/28/1,6

3/2e/L63/30/163/3-t/16

Total

2.0;;

;,1.0

1.5

4.0

5.0

1.5

1.0

2.00.5

13.513.0 25.5 41.0 rß.5


Quicksihs er Re s our ce s Inc.

Summary of Hours - March 20L6

RachelMuray A¡tonPismenyuk VaibhavGoel Aa¡onCohen NicholasKütenbach Total

Associale Associate Analyst Anâlyst Associate

3/'t/-t63/2/163/3/1,6

3/4/1,6

3/5/1,63/ 6/16

3/7 /163/8/'t63/e/763/70/763/71/763/72/763/73/763/'t4/"t6

3/'ts/163/"t6/'16

3/77 /"163/78/763/'te/1,63/20/1,6

3/21/1,6

3/22/1,6

3/23/1,6

3/24/1,6

3/2s/"16

3/26/"16

3/27/163/28/763/2e/763/30/763/37/-t6

Total

2.0

1.5

1.5

1.0

;;'1.5

t.;

1.0

4.0

1.0

1.5

3.5a^

;;4.0

1.5

1.0

;;

;1.5

1.0

t.;

1.0

tn

1.5

2.0

1-5

1.0

;;1.5

;;1.5

1.0

t.;

1.0

0.5

1.5

1.0

t.;

1.0

0.5

1.5

1.0

t.;

1.0

;;1,0

1.5

a^

t;1.0

1.0

10.5

10.5

14.5

9.5

1.0

1.0

1.5

2.0

1.5

1.0

1.0

;;

15.5

14.5

10.5

12.5

4.0

15.5

72.5

't7.5

25.0

5.0

14.0

8.5

3.0

1.0

14.5

1.0

1.0

1.0

1_5

2.0

1.5

1.0

1.0

;;1.5

0.5

1.5 1.5

36.5 14,5 16.5 16.5 16.5 237,0


Qui cksila er Re s ource s Inc.



Banken Robert Flachs

Restructting Case: Quicksilver Resouces Inc

Entry Number:1.

2.

J.

4.

5.

6.

7.

8.

9.

10.

11.

12.13.

L4.15.

1,6.

17.

18.

19.20.21.22.

zJ,

Total

Date Total Hous Description3/"1/2016 0.5 hou(s) Review Documents and Correspondence

3/2/2016 0.5 hou(s) Comittee Email Commications3/2/2016 0.5 how(s) Sale Update Call3/3/2016 0.5 hou(s) Prepared for com.ittee call3/3/2016 0.5 how(s) WeeKy UCC Update Call3/5/2016 0.5 hou(s) Case administration work3/8/2016 0.5 hou(s) Review Documents and Correspondence

0.5 for comittee call

3/12/201.6 0.5 how(s) Case adninistration work3/75/20"16 0.5 hou(s) Review Documents and Correspondence

3/'19/20"16 0.5 hou(s) Case administration work201,6 0.5 for comittee call

ucc Call3/22/201.6 0.5 how(s) Review Documents and Conespondence3/22/?016 0.5 hou(s) Sale Update Call3/24/201.6 0.5 hour(s) Prepared for comittee call3/24/20"16 0.5 how(s) Weekly UCC Update Call3/25/20L6 0.5 how(s) Case administration work

2016 0.5 Call

3/31/20L6 0.5 how(s) Prepared for comittee call3/31./201.6 0.5 hou(s) Weekly UCC Update Call

13.0 hou(s)


Qui cksila er Re s our ce s Inc.


Total Houre: 25.5 hour(s)

Banker: Bryan Lastrapes

RestructuinB Case: Quicksilver Resou¡ces Inc

Entry Number:1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.'12.

13.'14.

15.

1,6.

1,7.

18.

1,9.

20.21.22.

23.

Total

Date Total Hours Description

3/2/20"16 1.0 hour(s) Comittee Email Commications3/2/2016 0.5 hour(s) Sale Update Call

for comittee callucc Call

3/5/2076 1.0 hour(s) Case administration work3/8/2076 2.0 hour(s) Review Documents and Correspondence

3/10/201,6 1.0 hour(s) Prepared for comittee call3/70/201.6 0.5 hour(s) Weekly UCC Update Call3/1,2/2076 1.0 hour(s) Caæ administration work3/75/201,6 2.0 hour(s) Review Documents and Correspondence

3 / 19 /20'16 1.0 hou¡(s) Caæ adninistration work3/21./20'16 1.0 hour(s) Prepared for comittee call3/21/201.6 0.5 hour(s) Weekly UCC Update Call3/22/2016 2.0 hou¡(s) Review Documents and Co¡respondence

3/22/20'16 2.0 hour(s) Sale Update CalL

3/24/20"16 1.0 hour(s) Prepared for comittee call3/24/20"16 0.5 hour(s) WeeKy Ucc Update Câll3/25/2016 1.0 hou¡(s) Case administration work?/tal2OlÁ OShorrr/<\ Brr¡loarCell

3/29/20L6 2.0 hour(s) Review Documents and Correspondmce3/31./2016 1.0 hou¡(s) Prepared for comittee call3/3L/20'16 0.5 hour(s) Weekly UCC Update Call

25.5 hour(s)

201,6 1.0


Quicksila er Re s ourc e s Inc.


Total Hours: 41.0 hour(s)

Banker: Barak Klein


Date Total Hom Description3/1/20-16 2.0 hour(s) Review Documents and Correspondence

3/2/2016 I .0 hour(s) Comittee Email Commications3/2/2016 0.5 hour(s) Sale Update Call3/3/20'16 1.0 hour(s) Prepared for comittee call3/3/2016 0.5 hour(s) Weekly UCC Update Call3/5/2016 1.0 hour(s) Case administration work3/8/201.6 2.0 hour(s) Review Documents and Correspondence

3/"10/201,6 1.0 hour(s) Prepared for comittee call3/'J.0/20-16 0.5 hour(s) Weekly UCC Update Call3/"12/20"16 1.0 hour(s) Case administration work3/12/201.6 L.0 hour(s) Calls with Parties

3/"15/20"16 2.0 hour(s) Review Documents and Correspondence

2.0 Review WaterfallParties

3/17 /20'J,6 1.5 hour(s) Review Waterfall Recovery Analysis3/L7 /2076 0.5 hour(s) Financial Update Call Preparation3/18/201.6 1,5 hou(s) Prepare Materials for Comittee3/"18/201.6 0.5 hour(s) Financial Update Call3/1.8/201.6 1.0 hour(s) Calls with Parties

3/"19/20L6 1.0 hour(s) Case administration work2.0 Review Materials for Comittee

Review3/21/201,6 1.0 hour(s) Prepared for comittee call3/2112016 0.5 hour(s) Weekly UCC Update Call3/21/2016 1.0 hou(s) Calls with Parties

3/22/2016 2.0 hour(s) Review Docunents and Correspondence

3/22/201.6 2.0 hour(s) Sale Update Call3/24/2016 1.0 hour(s) Prepared for comittee call3/24/20-16 0.5 hour(s) Weekly UCC Update Call3/24/20"16 1.0 hour(s) Calls with Parties

3/25/20"16 1.0 hour(s) Case administration work3/2912016 0.5 hour(s) Budget Call3/29/2016 2.0 hour(s) Review Documents and Correspondence

3/3"1/2016 1.0 hour(s) Prepared for comittee call3/31./2076 0.5 hour(s) Weekly UCC Update Call

41.0 hou(s)

Entry Number:1.

1.

1.

1.

1.

1.

1.

1.

1.

1.

1.

1.

1..

1.

1.

1.

1.

1.

1.

L.

1.

1.

1.

1.

1.

1.

1.

1.

1.

L.

1,.

1.

1.

1.

1.

Total


Quicksila er Re s ourc e s Inc.


Restructuring Case: Quicksilver Resowces krc.

Total Hours:

Banker

Entry Numben1.

2.

3.

4.

5.

6.

8.

9.

10.

1L.

L2.

13.

L4.15.

1.6.

77.

18.

L9.20.21.22.

23.24,25,26.

27.

28.29.

Totâl

43.5 how(s)

Kevin Voelte

Date Total Hours Description2.0 Review Dæments and

Comittee Communications

3/2/2076 0.5 hour(s) Sale Update Call3/3/2076 1.0 hou(s) Prepared for comittee call3/3/2016 0.5 hou(s) Weekly UCC Update Call

3/5/2016 1.0 hour(s) Case administ¡ation work3/8/201,6 2.0 how(s) Review Docments and Correspondence3/8/2016 1.0 hou(s) Waterfall Analysis

4.0 Waterfallcommittee call

3/"10/2016 0.5 hou(s) Weekly UCC Update Call3/"12/2016 1.0 how(s) Case administration work3/15/2016 2.0 hou(s) Review Docments and Correspondence3/18/2016 6.0 how(s) Encmbe¡ed Analysis3/"19/2016 1.0 hou(s) Case administration work

1.0 fo¡ comittee call

3/22/2076 2.0 hou(s) Review Dæments and Coftespondence3/22/2016 2.0 hou(s) Saie Update Call

2016 5.0 Waterfallfor comittee call

3/24/201.6 0.5 hou(s) Weekly UCC Update Call20L6 1.0 Case administration work

3/29/2076 0.5 hou(s) Budget Call3/29/2076 2.0 hou(s) Review Docments and Correspondence

2076 1.0 for comittee callucc Call

3/3L/201.6 1.0 hou(s) Administative (præesing data room requests)

43.5 hour(s)

2076 1.0


Quicks ila er Re s ource s Inc,


Totâl Hours:

Banken

13.5 hour(s)

AdamWaldman


Entry Number:1.

2.

J.

4.

5.

6.

7.

8.

9.

10.

11.

12.

Total

Date Total Hours3 2.0 Review Dæmmts

Conmittee Email Commications3/2/2016 0.5 hour(s) Sale Update Call3/3/2076 1,0hour(s) Preparedforcommitteecall3/3/2076 0.5 hour(s) Weekly UCC Update Call

1.0 Case adrninistration work3 2.0 Review Docments

for comittee call3/10/2016 0.5 hour(s) Weekly UCC Update Call3/12/2016 1.0 hour(s) Case administration work3/75/2016 2.0 hour(s) Review Dæments and Correspondence

3/79/20L6 1.0 hour(s) Case administration work13.5 hour(s)


Qui cksilzt er Re s ourc e s Inc,


Total Hours:

Banker:

Restructuring Case:

Entry Number:1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.12.13.

74.15.

76.77.

18.

1.9.

20.27.22.

23.24.

25.

26,,7

28.

29.

30.

31.

32.

JJ.

Total

36.5 hour(s)

Rachel Murray

Quicksilver Resources Inc.

Date Total Hours Description

3/2/2076 1.0 hour(s) Committee Email Communications

3/2/201,6 0.5 hour(s) Sale Update Call3/3/2016 1.0 hour(s) Prepared for committee call3/3/201,6 0.5 hour(s) Weekly UCC Update Call3/5/201,6 1.0 hour(s) Case administration work3/8/201,6 2.0 hour(s) Review Documents and Correspondence

3/70/2076 1.0 hour(s) Prepared for committee call3/70/2016 0.5 hour(s) Weekly UCC Update Call3/72/2076 1.0 hour(s) Case administration work3/14/2076 1.0 hour(s) Review Waterfall3/1,5/201,6 1.0 hour(s) Waterfall Recovery Analysis3/1,5/201,6 2.0 hour(s) Review Documents and Correspondence

3/75/2076 1.0 hour(s) Met with Committee Members to Discuss Waterfall3/76/2076 1.0 hour(s) Waterfall Recovery Analysis3/77 /2076 1.0 hour(s) Waterfall Recovery Anaþis3/77 /2076 0.5 hour(s) Financial Update CalI Preparation3/78/2076 0.5 hour(s) Financial Update Call3/1,8/201,6 3.0 hour(s) Prepare Matelials for Committee

3 /79 /2076 1.0 hour(s) Prepare Materials for Committee3/79/2076 1.0 hour(s) Case administration work3/27/2076 1.0 hour(s) Prepared for committee call3/27/2016 1.0 hour(s) Review Materials3/27/2076 0.5 hour(s) Weekly UCC Update Call3/22/2016 2.0 hour(s) Review Documents and Correspondence

3/22/2076 2.0 hour(s) Sale Update Call3/24/2016 1.0 hour(s) Prepared for committee call3/24/2016 0.5 hour(s) Weekly UCC Update Call3/25/2076 1.0 hour(s) Case administration wo¡k3/29/2076 0.5 hour(s) Budget Call3/29/2076 2,0 hour(s) Review Documents and Correspondence3/31,/201,6 1.0 hour(s) Prepared for committee call3/31,/201,6 0.5 hour(s) Weekly UCC Update Call

36.5 hour(s)




Total Hours: 14.5 hour(s)

Banker: Anton Pismenyuk

Restruch¡ring Case: Quicksilver Resources Írc

Entry Number: Date Total Hours Description3/2/2016 0.5 hour(s) Sale Update Call3/3/2076 1.0 hour(s) Prepared for committee call3/3/2016 0.5 hour(s) Weekly UCC Update Call3/5/20L6 1.0 hour(s) Case administration work3/1,0/201,6 1.0 hour(s) Prepared for committee call3/1,0/201,6 0.5 hour(s) Weekly UCC Update Call3/1,2/201,6 1.0 hour(s) Case administration work3/1,9/2076 1.0 hour(s) Case administration work3/27/20'1,6 1.0 hour(s) Prepared for committee call3/21/2076 0.5 hour(s) Weekly UCC Update Call3/22/2076 2.0 hour(s) Sale Update Call3/24/2076 1.0 hour(s) Prepared for committee call3/24/2076 0.5 hour(s) Weeklv UCC Update Call3/25/201.6 1.0 hour(s) Case administration work3/2912016 0.5 hour(s) Budget Call3/31/2016 1.0 hour(s) Prepared for committee call3/37/2016 0.5 hour(s) Weekly UCC Update Call

14.5 hour(s)

1.,)

3.

4.

5.

6.a

8.

9.

10.

11.

72.13.

L4.15.

76.77.

Total


Quicksila er Re s ourc es Inc,


Restmcturing Case: Quicksilver Resources I¡c.

Total Hours:

Banker:

')..

2.

J.

4.

6.

7.

8.o

10.

11.

12.

13.14.15.

L6,"17.

18.

1,9.

16.5 hour(s)

Vaibhav Goel

Entry Number: Date Total Hours . Description3/2/2016 0.5 hour(s) Sale UpdateCall3 / 3 / 201,6 1 .0 hour(s) Prepared for comittee call3/3/2016 0.5 hour(s) Wækly UCC Update Call3 / 5 / 201,6 1 .0 hour(s) Case adminisiration work3/1,0/201,6 1.0 hour(s) Prepared for comittee call3/1.0/201.6 0.5 hour(s) Weekly UCC Update Call3/12/2016 1.0 hour(s) Case administration work3/19/2016 1.0 hour(s) Case administration work3/27/2076 1.0 hour(s) Preparedfor committee call3/21./201.6 0.5 hour(s) Weekiy UCC Update Call3/22/201.6 2.0 hour(s) Sale Update Call3/1.8/201.6 1.0 hour(s) Reviewed KWK Wækly Reporting Package

3/24/2016 1.0hour(s) Preparedforcommitteecall3/24/2076 0.5 hour(s) Weekly UCC Update Call

1.0 Reviewed KWK1.0 Case

3/37/2076 1.0 hour(s) Prepared for committee call3/31./2016 0.5 hour(s) Weekly UCC Update Call

Total 16.5 hour(s)


Qui cks ila er Re s our c e s Inc,

Summary of Hours - Ma¡ch 2016

Total Hours: 16.5 hou(s)

Banker: Aaron Cohen


Entry Number: Date Total Hours Description3/2/2076 0.5 hou(s) Sale Update Call

1.0 for committee call

3/5/201,6 1.0 hour(s) Case administration work3/70/201,6 1.0 hour(s) Prepared for committæ call3/10/2076 0.5 hou¡(s) Weekly UCC Update Call3/12/2016 1.0 hour(s) Case administration work3/19/2016 1.0 hour(s) Case administration work3/21/2076 1,0 hou(s) Prepared for comittee call3/27/2076 0.5 hou¡(s) WeekJy UCC Update Call

2.0 Sale Call

3/24/2076 1.0 hou¡(s) Prepared for comittæ call3/2412016 0.5 hou¡(s) Weekly UCC Update Call3/2612016 1.0 hour(s) Reviewed KWK Wækly Reporting Package

3/25/201.6 L.0 hour(s) Case administration work3/29/2016 0.5 hou(s) Budget Call3/31,/2016 1.0 hou(s) Prepared for comittee call3/37/2076 0.5 hou(s) Weekly UCC Update Call

16.5 hour(s)

1.

¿,

J.

4.c

6.

7.

8.

9.

10.

11.

12.13.

1-4.

15.

L6."17.

18.

L9.

Total

UCC




Totâl Hoüs: 16.5 hou(s)

Banken Nicholas Kutenbach

Restructuríng Case: Quicksilver Resouces lnc.

Ëntry Nmben1.

2.

4.

5.

6.

7.

8.

9.

10.

LL.12.L3.

L4.

15.

1,6.

L7.

18.

79.

Total

Date Total Hors Description3/2/2016 0.5 hour(s) Sale Update Call3/3/2016 1.0 hour(s) Prepared for comittee call3/3/2016 0.5 hour(s) weekly UCc Update CaI3/5/2016 1.0 hour(s) Case adminjstration wo¡k

20L6 1.0 for comittee call

3/12/20-16 L.0 hour(s) Case adninistration work3/L9/20'16 1.0 hour(s) Case adninistration work3/21,/2016 1.,0 hour(s) Prepared for comittee call

2016 0.5 ucc Call

3/1,8/2016 1.0 hour(s) Reviewed KWK Weekly Reporting Package

3/24/2016 1.0 hour(s) Prepared for comittee call3/24/2016 0.5 hour(s) Weekly UCC Update Call3/26/2016 1.0 hour(s) Reviewed KWK Weekly Reporting Package

3/25/20'16 1.0 hour(s) Case âdministration work3 2076 0.5 Call

for comittee call3/37/201.6 0.5 hour(s) Weekly UCC Update Call

16.5 hou(s)


EXHIBIT B _ MOELIS RETENTION ORDER


Case 15-10585-LSS Doc 332 Filed 05/08/L5 Page 1- of 6

IN THE UNTIED STATES BANKRUPTCY COURTrOR TTM DISTRICT OF DEI.AWAREo

o

In re;

Quicksilver Resources Inc., et g!',1

Chapter 1.L

Case No. 15-10585 (t SS)


))))))))

Debtors.Re: Dockef No.2,46 ,,rlh

ORDERAUTHORIZING TIIE EMPLOYMEIIÍT AND RETENTION OFMOELIS & COMPANY LLC AS INVESTIVTENT BANKERTO TIIE COMnffTITE,EIT'ECTTVE NANC pRO TANC TO MARCIT 30, 2015, AIriD lVArvrNG CEHTAIN

INFORMATTON REOUIRpMENTS IMFOSED By T,OCAL RULE 2016-2

Upon the application (the 'ApplÍca{wn'T of the Cornmittee for employment and

retention of Moelis & Company I.I,C, ("MoeliC') as inveshrent banker to the Committee,

effective nunc pro tunc lo March 30, ?ßL5, and requesting a waiver of the time keeping

requirements of I¡cal Rute 2016-2 and the U.S. Trustee Guidelines, all as more fully desuibed

in the Applícation; and the Court having found that Moelis has the capability and experience to

provide the services described in the Application; and the Court having found based on the

representations made in the Application and the Flachs Declaration that (a) Moelis does not hold

or represent an interest adverse to the Debtors' estates and (b) Moelis is a "disinterested person"

as defined in sectíon 101(14) of the Bankrupfcy Code as required by section 327(a) of the

Bankruptcy Code, Banlauptcy Rule 2014(a) and Local Rule 2014-1.; and the Court having found

The Debtors in these casqs, along with the last four digiæ of each Debtor's federal tax idcntífication number,are¡ Quickilver Resou¡ces Inc. [6163]; Bamett Shale Operating LIf, p7S7); Cowtown Drilling, Inc. [8899];Cowtom Gas Processing LP. [1a0a]; C.owto\pn Pipeline Funding, lnc. [97i74]; C¡wtown Pþline LP. 197691;Cowtown Pipeline Management, Inc. [977LJ1, Makarios Resources [ntemationål Holdings Lß [L7651;Maþrios Resourcer Inte¡national Inc.l7612); QPP Holdings LLC [0057]; QPP Parent LL,IC [8718]; QuicksilverProduclion Partners GP Il,C L270Ilt Quicksilver Production Partrers LP [9129]; and Silver Stream PipelineCompany LLC [9384]. The Debtors' address is 801 Cherry Süeet, Suite 3700, Unit 19, Fort IVortl¡ Texas76LO2.

o2 Capitalized terms used but not oihenvise defined herein have the meanings ascribed to them in the þplication.


o

o

Case I-5-10585-LSS Doc 332 Filed 05/08/1-5 Page 2 of 6

that it has jurisdiction to consider the Applicatíon and the relief requested therein in accordance

with 28 U.S.C. $$ 15? and 1334 and the Amended Standing Order; and the Court having found

that consideration of the Application and the relief requested therein is a core procoeding in

accordance with 28 U.S.C. $$ 15(bX2) on which the Court may enter a final order consistent

with Article fII of the Uniæd States C.onstitution; aud the Court having found that venue is

ProPer in this district pursuant to 28 U.S.C. $$ 140S and 14.09; and the Court having found that

the Committee provided due and proper rotice of the Application that is adequate and

appropriate under the paÍicular circumstances; and a hearing having been held to consider the

relief requested in the Application; and upon the Flachs Declaratiol¡ the record of the hearing,

and all proceedings had before the Court; and the Court having found and determined that the

relief sought in the Application is in the best interests of the Debtors' estates, their creditors, and

other parties in interest, and that the legal and factual bases set forth in the Application establish

just cause for the reliefgranted herein; and afte¡ due deliberation and sufficient causo appearìug

there.for, it is hereby ORDERED:

1. The Application is approved as set forth herein. All objectíons ûo the relief

requested in the Applicalion, whether filed or not are hereby ovemrled.

2, The Committee is authorþed to retaiu and employ Moelis as its investment

banker in these chapter 11 cases, pursuant to lhe terms and conditions sËt forth in the Application

and the Engagement lætter, effective mtnc pro tuncto Ma¡ch 3A,?ß15.

3. Except to the extent set forth herein, the Engagement lætter (together with all

annexes thereto), a copy of which is attached hereto as Exhibit 1, including without limitation

the Fee structure, is approved pursuant to sections 3?ß(a), 1103(a), and 1103(b) of the

Bankruptcy Code, and the Debto¡s are authorized and directed to perform their payment,

o


I

Case 1-5-L0585-LSS Doc 332 Filed 05/08/l-5 Page 3 of 6

reimbursement, contribution and indemnification obligatio¡s and their non'monetary obligations

in accordance with the terms and conditions, and at the tímes specified, in the Fngagement

I,etteî. Subject to paragraph six of this Order, all compensation, reimbursement of exgænses,

indemnifïcation, contribution and reimbursement to Moelís and any Indemnified Person (as

defined in the Engagpnrent lætter) under tbe Engagenrent L,etter shall be subject to review only

pußuant to the standards set fo¡th in section 328(a) of the Banlruptcy Code, and shall not be

subject to âny other standard of review induding but not limited to that set forth in section 330 of

the Bankruptcy Code.

4. The Debtors are authorized to pay Moelis' fees aad to reimburse Moelis for iæ

reasonable, documented, out-of-pocket cosLs and expenses as provided in the Engagement ktter,

including but not limited to, in-sourced document production costs, travel costs, meals, and the

reasonablq actual, documented, out-of-pockef costs, fees, disbursernents, and other charges of

Moelis' external legal counsel (without.thç need for such legal counsel to be retained as a

professional in these cbapter 11. cases). In the event that Moelis seeks ¡eimbursement from the

Debtors for attorneys' fees and expenses pursuant to the Application and the Engagement Letter,

the invoiæs and supporting lime records for the attomeys' fees and expenses shall be included in

Moelis' own applications, both interim and final, and these invoices and time tecords shall be

subject to the U.S. Trustee Guidelines and the approval of the Baukruptcy Court pursuant to

sections 330 and 331 of the Bankruptcy Code, but without regard to whether such attorneys have

been retained under section 377 of.theBankruptcy Code,

5. Moelis shall fiIe interirn and final fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incuned in accord¿nce with

applicable ptovisions of the Bankruptcy Code, the Banlauptcy Rules, the l¡cal Rules, and any

o

o


o

Case 15-1-0585-LSS Doc 332 Filed 05/08/1-5 Page 4 of 6

applicable orders of the Court; providey' howetter, that the requirements of the Banknrptcy Code,

the Bankruptcy Rules, the U.S. Trustee Guidelines, and l-ocal Rule 2016-2 and any other orders

and procedures of this Court are hereby modified zuch that Moelis' restucturing professionals

shall be'requíred only to keep summary lime reoords in half-hourly increments, Moelis'

non-restructuring professionals and personnel in administrative departments (including legal)

shall not be required to keep any time records" Moelis' restructuring professionals shall not be

required to keep time ¡ecords on a project catËgory basis, and Moelis shall not be required to

provide o¡ conform to eny schedule of hourly rates.

6. Moelis shall be compensated in accordance with the terms of the

Engagement Letûer and, in particular, all of Moelis' foes and expenses in these chapter Ll cases

are hereby approved pursuant to section 325(a) of the Balkruptcy Code. Notwithstanding

anything to the coutrary herein, the ftes and expenses payable to Moelis pursuant to the

Engagement Irtter...shall .be subject to review only pursuant to the standards sst forth in

section 328(a) of the Bankruptcy Code and shall not be subiect to the ståndard of review set forth

in section 330 of the Banhuptcy Code, exoept by the U.S. Trustee. This Order and the record

relating to the Court's consideration of the Apptication shall not prejudice o¡ otherWise affect the

rights of the U.S. Trustee to challenge the reasonablflress of Moelis' compensation and expensç

reimbursements under sections 330 and 331 of the Bankruptcy Code. Accordingly, nothing in

this Order or the record shall eonstitute a finding of fact or conclusion of law binding on the U.S.

Trustee, on appeal or othcrwise, with restrlect to the reasonableness of Moelis' compensation.

7. The indemnification, contribution, and reimburseüent provisions included in

Angex ¡! to the Engagement L.etter are approved, subject during the pendency of these cases to

the following modifi cations:

o

o


o â-

b.


Moelis shall not be entitled to indemnification" confübution, or

¡eímbursement pursuant to the Engagement Lætter, unless the

indemnificatior¡ conhibution, orreinbursement is approved by the Court.

Notwitbstanding any provision of the Engagement T¡ttq to the conhary,the Debtors shall have no oblþtion to indemnify any Indemnified Person(as defined in the Engagement Iætter), or provide oontribution orreimbursement to any lndemnified Person, for any claim or expense that iseither: (i) judícially determined (the determination baving become final)to bave a¡isen from thE Indemnified Person's gross negligence, willfulmisconduct, bad faith, or self-dealing to which the Debtors have notconsented; (ü) for a contractual dispute in which the DebtorÊ allege broach

of the Indemnified Person's obligations to maintain thc confideirtiality ofnon-public information, unless thc Cou¡t deüemrines that indemnification,contribution, or reimbursement would be.permissible pursuant to In reUníted Artßrs Theøte Co.,3I5 F.3d 217 (3d Cù. 2Ûû3); or (iii) settled

without the Debtors' consent prior to a judicial determin¿tion as to the

Indemnified Person's gross negligence, willful rnisconduct, bad faith, orunconsented self-deating, but determined by this Court, after notice aûd a

hearing to be a claim or expense for whicb such lodemnified Person

should not receive indemnity, contribution, or reimbursement under the

terms of the Engagement Letter, as modified by this Order.

c. If, before the earlier of: (i) the entry of au order confirming a chapter 11

plan rn these caseq*.(that order having become ¿ finrl order no lolgersubject to aprpeat); and (ii) the enfry of an order closing these chapter 11

cases, any lndemnified Person believes that it is entitled to the payment ofany amounts by the Debtors on account of the Debtors' indemnificatiorucontribution, and/or reimbursement obligations under the EngagementI-etter (as modified by this Order), including, witbout limitatior¡ the

advancement of defense costs, such lndemnified Person must file au

application therefor in this Coutt, and the Debtors may not pay any such

amounts to the Indernnified Person before the entry of an order by this

Court approving the payment. This subparagtaph (c) is intended only tospecify the period of time under which the Court shalt have jurisdiaionover any request for fees and expenses for indemnification, conhibution,andlor reimbursement by any Indemnified Pe¡sons, and not a provisionlimiting the duration of the Debtors' obligation to indômnify, or make

contributions or reimbursemeuts to, the Indemnified Persons' All parties

in iulerest shall retain the right to object to aûy demand by any

I¡demnified Person for índemnification, contribution, andlorreimbursement.

Any limiøtions ou any amounts to be contributed by the parties to the

Engagement I-etter shall be eliminated. The Indemnified Persons shall

retain any rights they may have ûo contribution at common lav/.

t

d.

I


I


8. No¡rithstanding the possible applicability of Bankruptcy Rules 600a(h),7062, or

9014, the terms and conditions of this Order shall be immediately effective and enforceable upou

its entry.

9. To the extent that there may be any inconsistency between the terrns of the

Application, the Engagement lÊtter, and this Order, the terms of this Order shall govem.

10. Notice of the þplication satisfies the requirements of Banknrptcy Rule OOO4(a).

11. The Debtors are authorized to take all actions necessary to effectuate the relief


12. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the interpretation, and enforcement of this Order.

?nß

I.AURIE S. SILVERSTEINIJNITED STATES BAI.TKRUPTCY JUDGEt

o


Case L5-1-0585-LSS Doc 332-L Filed 05/08/L5 Page 1 of L9

EXHIBIT 1


Case 1-5-10585-LSS Doc 332-L Filed 05/08/1-5 Page 2 of 19

399 PARX AVENUE

5th FLOOR

NEW YORK, NEW YORK 1OO2Z

T 212.680.3800I 212.880.3800MOELIS 6LcOMPANY

PRTVILEGED. AI{D CONFIDENTIAL

The Official Committee of Unsecured Creditors of Quicksilver Resources, Inc., et al.

c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP1285 Avenue of the AmericasNew York,l{Y 10019

Aprit 21,2015

Ladies & Gentlemen:

'Vy'e are pleased to confirm that since March 30, Ð15, the Official Committee of Unsecured

Creditors (the "Committee" or "ygu") appointed. in the chapter 11 cæes (the "Bêlllltuplqy-Çcg) of

Quicksilvei Resources, toè. ('Oi¡gbilcçtt) and its affiliates and subsidiaries that are or later- become

debtors in the nunn"pt"lGã-lcoUectively, the "çgg¡g¿!y|' or the "EÞ!9I9-),r which

Bankruptcy Cases are p"nOing in the United Statei Bankruptcy Court for the District of Delaware (the

"ÐagkrupÈÉeurt'), úas engãged Moelis & Company LLC ("Mgglis",'!g9", "gu!" or "5') to act as

is ¿xèIusivê financial advisoiin connection with a potential Restructuring (as defined below).

"Req!$cturing" means any reshucturing reorganization, rescheduling recapitalization or

,rpuy-.nTãfã1ãiãy material pãrtion of the amounts outstanding, as of the date hereof, under the

Com¡ine¿ Credit Agreements, Seðond Lien Credit Agreement, Second Lien Notes, 2019 Senior Notes'

2021 Senior Notes and Senior Subordinated Notes (eaãh as defined in lhe Decløratíon of Vønessa Gomu

Lagana in Support ol First Þay Pteød.inSs [D.I. 19] (the "Fi¡sl-D¿f-Dgçlaratiou')) (together, the,,Indebtedness'{ however such result is achiãved, including without limitation, through a plan or plans of

reorganization or liquidation (a "Blaq') confirmed in the Bantauptoy Cases, an exchange otrer o¡ consent

soücìtation, material covenant relief, material reschcdulitrg of the mahrity date for the Indebtedness'

material cbange in interest rates, settlement or forgiven"ss ãf debt, conversion of debt into equity, other

material amendments to the Indebtedness, repayment of the lndebtedness, issuanco of new securities,

raising of new debt or equity capital, or thá s¿lc ór other transfer of equity, assets or other interests of the

Company (for avoidancå oi ¿ouUt a sale of all or substantially all of the Company's assots shall be a

RestructuriDg).

1. As part of our engagement we will, if appropriate and requested:



(b) assist fhe Committee in evaluating the Conpany's debt capacity and in the

determination of an appropriate capital structrue for the Company;

It is expressly unde¡stoo6 and agreed that all references to obligations of the Company under the terms of this

agreernent, including all attachm'ents hereto, shall be obligationã of the Company plusuant to the order. entered

U! Ue nantsuptcy Court pursuant to and in accoidan.. t"ñh the Committee's application to retain Moeiis'

-1-


Case I-5-10585-LSS Doc 332-1- Filed 05/08/1-5 Page 3 of 1-9

',, PART AVENUB

srh FLOOR

NEIA¡ YORK, NEW YORK 10022

T 212,880.3800

T 212.880.3800MOELIS(l(.¡\COMPâ.NY

G) assist the Committee in reviewing and analyzing proposals for any

Restructuring and, to the extent roquested, assist the Committee in soliciting and

developing ãlternative proposals for a Rest¡ucturing in conjunction with the

Commiüeé's Financial Aãvisor, Capstono Advisory Group, LLC ('Caps!gæ);

advise and. assist the Committee and, if the Committee requests, participate in

negotiations of any Restrucluring;

be available to meet with the f,smmi¡¡sg the Company's matragement, the

Company's board of directors and other creditor groups, equity holders or other

partiès in interest (in each case who are institutioual parties or represcnted by an


pârticipate in hearings before the Bankuptcy Court and provide testimony on

nutters mutually agreed úpon in good faith; and

such other investment banking services in connection with a Restructuring as

Moelis and the Committee may agree.

(d)

(e)

(Ð

G)

Please note that Moelis does not provide, and will not be providing legal, üax, accounting or actuarial


2. (a) As compensation for our services hereunder, the Company and its banlruptry ost¿tes willpay us the îees set iorth below. We acknowledge that neither the Committee, nor any of itsindiviOual .members, nor any of the Committee's advisors or profæsionals (including but not limited to,

counsel to the Comminee)l shall have any obligation to páy our feæ or expcnses ol3ly indemnity

amounts. The payment ói ttr"r" fees shall be Jubject to tho ap'plicable procedures of Title 11 of the

United States ioá" (ttre "BanbUp!gy--Çedg'), út. Federal Rules of Bankuptcy Procedure (the.,Bankruprcy Rules'), ìna appticaUte local rules, guidelinas and all applicable Banlruptcy Court orders,

in"tuaing ine OrALr nstalitttttng Procedures-for Interim Compensatíon and Reimbursement of

Expenses of Professionøls [D.I. 195] (the "CompensatioLOrder").

Monthlv Fee

(Ð During the term of this agreemenq a non-refundable cash fee of $150,000 per month

(the..Ñtonthly Feei) for tlie firet three full Monthly Fees, and $125,000 per month for

"r"t tUoìt¡$ ner túereafter. 'Whelher or not a Reslructuring has taken p^lace or will take

place, we strall earn and be paid the Monthly Feo beginning on Mg9!r 39'rylz until the

àxpiration or terinination óf tnir agreem€nt. For ihe month of March 2015, Moelis'

Mõnthly Fee shalt be pro-rared to t"hect that Moelis began providiry Ptu.tï:-hjt"ondtton March 30, ZOIS. tne firrt payment for the pro latôd portion of March 2015 and for

April 201.5 súall be payable on-thl first Thursday following the enuy of any Bankruptcy

Cõurt order upptouioj Moelis' engagement ur¡der this agreement nnd each.subsequent

payment shailïe puy"'Ut" upon the firlt Thursday of each subsequent month, if a business

Oay; proviied that any such payments shall only be made in accordance with the

-2-


Case l-5-l-0585-LSS Doc 332-1 Filed 05/08/1-5 Page 4 of 19

39' PARK ÂVßNUE

5rh FLOOR


MOELTS SLCOMPá.NYT 212.880.3800

T 212.880.3800

Compensation Order

Restructurins Fee

(iÐ Upon the consummation of any Restructuring a non-refundable cash fee

(the "BÊluucluriug-Fie') of $3,000,000. Fifty percent (50Vo) ot all Monthly Feæ,beginning with the seventh, firll Monthly Fee to be¡ome payable, shall be credited against


If at any time during the 9 months following the expiration or termination of this agreement,

either (a) a ResFucturing is consumnated or (b) the Conpany or any entity formed or invested in to

consurnmate a Restructuring enters into an agreement for a Resfructuring or a plan of reorganization is

filed, and a Restructuring is subsequently consurunated at any time, and if the Company (or any entityfo¡med or invested in to consummate tho Rosfiucturing) and its banlcruptcy estates had not at such timepaid to us the Restructuring Fee in full and in cash, then the Cornpany and. its bankruptcy estates shall pay

us the Restructuring Fee in full and in cash immediateþ upon consu¡nnation of the Restructuring(the'"Tail Provision").

No fee payable to any other person, whether by thc Company, the Committee or any other person

or entity, shall reduce or otherwise affect the Restructuring Fee payable hereunder. The Cornmitteefurther agrees not to object to our request to the Bankruptcy Court and any appellate co\ut fü allowanceand payment of Moelis' fees that are consistent with this agreement.

(b) Whether or not the Company consummates a Restructuring; the ComPany and itsbankruptcy estates will reimburse us for all of our reasonable, actual, documented, and customaryoxpenses, including the costs of our legal counsel (without the need for such legal counsel to be retained

as a professional in the Bankruptcy Cases), as they are incr¡rred in entering into this agreement, becomingretained in the Banlauptcy Cases and receiving payment of Moelis' fees and expensds, and in connection

with the performance of services pursuant to this agreement. lVe agree to provide the Company withreasonable support for our expenses at the Company's request or at the Bankruptcy Coutt's direction,

including detailed time statements for Moelis' legal counsel to the exterit such costs are sougbt to be paid

hereunder, redacted for privilege and confidentiality. The Committee agrces not to object to our request

to the Bankruptcy Couriand any appellate court for allowance and payment of Moelis' reasonable out-of'pocket expenses that are reimbursable under the terns set forth above.

(c) The obligation of the company and its bankruptcy estates (subject to any necessary

Bankruptcy Court approval) to pay any fee, oxpense or indemnity set forth herein is not subject to any

reduction by way of setoff, recoupment or countorclaim

(d) Notwithstanding the obligations of the Company and ils banlruptcy estates hereunder,

including, bur not limited to, tñeir obligation to pay the fees and expenses of Moelis, and to índemnify

Moelis, it is understood and agreed that-Moelis' sole and exclusive client is the Committee. Moelis willin no circumstance be deemed to be a financial advisor or investment banker to, or have any obligation

whatsoever to, the Company or any other party, including without limitåtion, any individual member of the

Cornmittee, whether i¡ its capacityas a to"l*brt of the Co-nrittee or otherwise . All advice (written or oral)

3-


Case 1-5-10585-LSS Doc 332-1 Filed 05/08/L5 Page 5 of L9

!'9 PARK AYENUE

sth FLOOR

NBW YORK, NBW YOßK 10022

T 212,880.3E00

I 212.880.3E00MoELrs \coMP^å.NYprovided by Moelis in connection with this ongagement (i) is intended solely for the benefit and use of the-Comminee

in considering matters to which thiJagreement relates, (ü) is not and lr¡ill not be deemed to

constitute a recommendalion to the Company's board of directors (or any similar goveming body) or the

Company with respect to any Restructuring or any other matter and (üi) is not intended for the benefit or use

by the Company, iis stockholders, its members, its other creditors or any other person or entity.

(e) Moelis will make a substantial commiment of professional time and effort hereunder,

which rnay foreclose other opportunities for us. Moreover, the acnnl time and effort required for the

engagement may vary substantially from tine to time. In light of t]le numerous issues that may arise in

"ng"þment" suãh as this, Moelis' commitment of the time and effort trecessary to add¡ess the issues that

may arise in this engagernent, Moelis' êxpertise and capabilities that wi¡l be required in this engagement'

and the market ratã tor professionals of- Moelis' stature and reputation, the parties ag¡r9 that the fee

arrangement provided trerein is just and reasonable, fairty compensates Moelis, and provides the requisite

certaäty to the Commirtee that Moelis wifl be available to advise and assist it throughout the Bankruptcy

Cases.

3. (a) In the Bankruptcy Cases, the Committee shall use its reasonable best efforts to seek a

final order of úe Bankruptcy Couir authorizing the eruployment of Moelis as its financial advisor

pursuant to the t".*r of ihis ugruuroent (including without limitation, the fee, expense, and

indemnification provisions hereof) pirso"ot to, and subjJct to the standards of review set forth in, Section

328(a) of the Banlauptcy Code (anã not subject to the ¡tandards of review set forth in Secticin 330 of the

Baniauptcy Code), ,iunä paq t lr¡" to the date first written above. The retention application and the

proposãO órOe4s¡ authoiiang Uoãtis' retention must be acceptable to Moelis in its sole discretion. In

äg.äei"g to seèú Moelis' rãrcntion under Section 32S(a) of the Bank¡uptcy Code' the Committee

uõmonu-t"dg"s that it believes that Moelis' general resrucìriring experience and expertise, its lnowledge

of the capital markets and its restructuring õapabilitiæ will inure to the benefît of the Company and the

Committãe, that the value to the Company an¿ the Committee of Moelis' services derives in subetantial

part from ihar expertise and experience and that, accordingly, the stn¡cture and amouut of tho fees set

forth in Section 2 hereof are reasonable, regardless of the number of hours erpended by Moelis'

professionals in the performance of the.services piovided hereunder.

(b) Moelis will have no obligation to providc services unless the Bankruptcy C-ourt approvæ

Moelis' rátention in a final non-"ppeJrHe order acceptahlÊ to Moelis under Sçstion 328(a) of the

Banlcuptcy Code wirhin 60 days fäüowing the date firit written above. If such order is not obtained

within io"tt OO day period, or iuch ordçr ii later reversed, vacated, stayed or set aside for any reason'

Moelis ."y t"r*ioãte this agreement and may seek payment in the Bankruptcy Court for all fees

owing and expenses incurred prior tô the date of termination.

(c) Moelis, posf-petition compensation, expsnse. reimbursements and payment received

purru"r,ió the provisioo" oiAoor*-4. shalt be entitled-to priority as expenses o,f administration under

Sections 503(bXiXA) and 507(a)(2) of rhe Bankruptcy Codé, and shall be entitled to the benefits of any,.carve-outsn'iórprofôssional fäs'a-nd expenses in-effect pllrsuant to one or nore financing or adequate

assurance orders entereJty the faninupt y Co"rt. Foltowing enty of an ordçr authorizing our r€tendon,

the Conrmittee will assi,srívfoelis in pr"p*iog, filing and t".úog fee statements, interim fee applications,

and a final fee application.

-4-


rvf oELIS &_COMPÁ.NYT 212,880.3E00

T 212.880,3800

(d) The Committee shall use its reasonable efforts to ensure that, to the ñrllest extentpermitted by law, any conûrmed Plan in the Bankuptcy Cases contains typical and customary releasæ(both ftom the Company, its banlauptcy estatas and from third partiæ) and exculpation provisionsreleasing, waiving and forever dischæging Moelis, its divisions, affiliaþs, any person controlling Moelisor its afñliates, and their respective current and former directols, officers, pafners, members, agents andemployees from any claims, obligations, suits, judgnents, damages, demands, debts, rights, causes ofaction, and liabilities related to the Compan¡ the Committee, any Plan or the engagenent described inthis agreement.

The terms of this Section 3 a¡e solely for the benefit of Moelis, and may be waived, in whole or in part,only by Moelis.

4. Subject in all respects to the Bylaws of the Comrniltee, dated April 7, 2015 (the"Com!ûi!!ee ÈX!awg'), andfhe Confidentialþ Ageement between Moelis and the Cornpany, dated April2,2015 (the "Moelis Confidentiality A ), the Commiftee will, or will use all reasonable effortsto cause the Company to, furnish us with all information concerning the Company that we reasonablydeem appropriate (collectively, the "bfg¡¡g3ligg') to perform this enpgement and the Company willprovide us with reasonable access to the oûficers, directors, enployees, ac@untants, advisors, counseland other representatives of the Company, To the best of the Company's knowledge, the Information willbe true and correct in all material redpects and will not contain any material misstatement of fact or omitto state any material fact necessary to make the statements contained therein not misleading. TheCommittee understands and agrees that $'e, in performing our services hereundôr, wíll be entitled to useand rcly upon the Information as well as publicly available information without independont verification.lile are not required to conduct a physical inspection of any of the properties or âssets, or to prepâre orobtain any independent evaluation or appraisal of any of the assets ûr liabilities, of the Company. We willalso be entitled to assume that financial forecasts and projections the Company makes available to us havebeen reasonably prepared on bases rellecting the best currently available estimates andjudgmenæ of themanagement of the Company as to the ¡natters covered thereby.

Subject in all respects to the Committee Bylaws and the Moelis Confidentiality Agreement, wewill not disclose to any third party nonpublic Inforrnation concerning the Company provided to us inconnection with this agreement as long as it remains nonpublic, except (i) as otherwise required by

subpoena or court order and for private disclosure to ow ûnancial regulatory fluthorities and (ii) wemay provide nonpubiic information to other parties thet are subject to non-disclosure agreements with the

Company. This paragraph shall terminate one year following the date of this agreement. For theavoidance of doubt, nothing in this paragraph or this agreement shall modify the Moelis ConfidentialityAgreement.

5. Subje'ct in all respects to the Committee Bylaws and the Moelis ConfidentialityAgleement, the Cornmittee will not disclose, gurnmarize or refer to âny of our advìce publicly or to any

third party without our prior writlsn consont. Certain communications and correspondence from Moelis,and work product and analyses prepared by Moelis for the Committee in connection with this

engâgement, will be considered in preparation for litigation over the restructuring of the Company.

Subject to the Con:mittee Bylaws ahd the Moelis Confidentiality Agreement, if Moelis or any of isrepresentatives becomes required (including without limitation, by deposìtion, intenogatory, request fordocuments, subpoena, civil investigative demand or similar procass) to disclose any nonpublic Information,

Case 15-I-0585-LSS Doc 332-1- Filed 05/08/15 Page 6 of 3.9

3'9 PARK AVENUE

5th FLOOR

NEW YORK, NBW YORK 10022

-5-


Case 15-1-0585-LSS Doc 332-1 Filed 05/08/1-5 Page 7 of L9

!99 PARK AVENUE

5rh FLooRNEW YORX, NEW YORK 10022

MoELIS ELCOMPANYT 212.880.3800

T 212.880.3800

Moelis shall provide the Company with notics as promptly as praciicablg to the extent allowed by law, ruleand regllation, of such requircment. Moelis agrees to disc'lose only that portion of the nonpublic Informationwhich it is required to disclose and, at the Compan.yb difection, to use reasonable efforß to ensure that anynonpublic I¡forrration so disclosed is accorded confidèntial teatment at the Company's expense. TheCornmittee acknowledges that we F¿Y, at our option and expenso after announcement of anyRestructuring, place announcements and advertisements or otherwise publicize such transaction and ourrole in it (which may include the reproduction of the Company's logo and a hyperlink to the Company'swebsite) on our websile and in such financial and other newspapers and journals âs we may choose,stating that wo have acted as oxçlusive fiuaucial advisor to the Committee in connection with anyReslructuring

6. We are an independent conûactot with the conhactual obligations described herein owingsolely to the Committee. We exprcssly disclaim any obligations whatsoever to any party other than the

Committee, As a material part of the consideration for Moclis to furnish its services under thisagreement, Moelis requires that the Gmpany, the Committee and the other parties described on Annex Aagree to the indemnity and olher provisions set forth in the attacbed ánneL A, which are an integfal part

of this agreement and are exprassly and entirely incorporated by reference herein. The Company'sobligations set forth in Annex A are in addition to atry rights that any I¡rdemnified Person may have at

common law or otherwise. Other than the Indemnifi.ed Persons, there a¡e no thiid puty beneficiaries ofthis agreement. The Committce and the Company agres to the acknowledgements and disclosures set

forthinAnnex B.

7, Our engagement hereunder shall extend until the ça¡liest of (i) the final effective date of aPlan confirmed in the Banlauptcy Cases, (ü) the conversion of the Bankuptcy Cases to Chapter 7 of the

Bankruptcy Codq (iii) dismissal of the Bankruptcy Cases and (iv) the dissolution of the Committee;provided,'howevei, that our engagement may be (x) terminated earlier, with or without cause, either by us

or by the Committee upon 5 dayst prior written notice thereof to the other paÍy or (y) terminated earlieras provided elsewherc herein. Nonvithstanding the foregoing, in the event of any expiration ortermina[ion of our engagement hereunder, (i) we wilt continue to be entitled to payment by the

Company and its banlauptcy estates of all fees payable prior to such expiration or terminationpursuant to Section 2 of this agreement and all fees payable pursuant to the Tail Provision in Section

4a), (iÐ we will be entitled to payment by the Company and its bankuptcy estates of all unreimbursed

expenses incurred by us in connection with the services rendered on or prior to the date of expirationor termination, and (iii) (A) the indemnification and other obligations set forth in Annex,4 hereto

and (B) the provisions of Sections 4 through t hereof, all shall remain operative and in full force and


8. Moelis is an indeþendent investment bank which is engaged in a range of investment

banking activities. Certain affiliatès of Moelis are engaged in asset manâgement and other activities for

their own account and othenvise. Moetis and its affiliates may have interests that differ fro¡n the

Company's interests. Moelis and its affrliates have no duty to disclose to the Company, or use for the

Company's benefit, any information acquired in the qourse of providing services to any other party,

engaging in ary transactiot or carrying on any other businesses. .Moélis' employees, officers, partDers

and affiliates may a¡ any time own the Company's securities or those of any other entity involved in any

transaction contemplated by this agreernent. Moelis recognizes its oblþtions under applicable securities

-6-


Case 1-5-1-0585-LSS Doc 332-1 Filed 05i08/15 Page 8 of L9

II' PARß AVENUS

5th FLOOR


MOELIS qCOMPANYlaws in connection with the purchase and sale of such securities.

T 212.880.3800

T 212.EE0.3800

9. This agreement atrd atry dispute or claim that may arise under this agreement shall be

governed by and construed in acoordance with the internal laws of the State of New Yorþ and this

agreement embodies the entire agreemeDt and.sqpersedes any prior unitten or oral agreement relating ùo

the subjeot matter hereof, and may only be amonded or waived in writing signed by both the Committeeand us (and if the obligations of the Cornpany are advprsely affected, the Company). ff any palt of tbis

agreemert is judicially determined to be unenforceable, ít shall be interpreted to the fullest extent

enforceable so as to gíve the closest meaning to its intent, and the remainder of this agteement shall

remain in fi¡ll force and efTect. This agreoment is the product of arm's length negotiations among

sophisticated putíes, and each of the parties hereto hæ consulted (or has had the opPortunity to consult)

with legal counsel of its own choosing. Therefore, the parties aclarowledge and agree ihat any othenrise

applicable rulo of con[act construction or interpretation that ambiguities shall be consftued apinst the

draftsman (and atl similar rulæ of controc¡ construction or interpretation) shall not apply to this

agreement. This agreement may be exeouted in two or more counterparts, each of which shall be deemed

an original, but all of which shall constitute one and the same agroement. This agreement shall be binding

upon the Committee, the Company and its banlrupæy estates, and us, as well as their and our respective

successors and permitted assigns. All actions and proceedings arising out of ot relating to this agreement

shall be heard and determined by the Banl<ruptcy Court or any court haviug appellate jurisdiction over the

Bankruptcy Court. If the Banlsuptcy Court declines to assert jurisdiction over such proceedings or if the

leference is withdrawn to the United States District Court, then such proceedings shall be heard and

determined in any New York state or federal court of competent jurisdiction sitting itr the city and county

of New Yorþ to whose jurisdiction we and the Comrnittee horeby inevocably submil. The parties agree

that the Bankruptcy Court shall have jurisdiction for the pendency of the Compa.ny's bankruptcy cases'

WE,THECoktMrrrnS AND TIIE COMPAI.IY (ON rfs OWN BEHALF AI.ID, TO TI{EE)(TENT PERMITTED BY APPLICABLE I,AW, ON BBHru,T' OF ITS CREDMORS AI'IDSECURITY HOLDERS) IIEREBY AGREE TO 1VAIVE ANY RIG}il TO TRTAL BY JURY WITHRESPECT TO AI.[Y CI-AIM, COUNIËRCIáIM OR AC"TION ARISING OUT OF THE

ENGAGEMENT OR OUR PERFORMANCE THEREOF.

(Signatur e page follows )

-7-


By:

Case 15-I-0585-LSS Doc 332-1- Filed 05/08/L5 Page 9 of 1-9

¡t, PAIK ,lVBl{UEIrh ?LOOR

NEW YOnr. Nll{ YoRx l¡02¡

MOELISd¡-oOMPANYT ¡t2 tE0 lr00I trt tto t¡00

We a¡e delighted to acccpt this cngagomørt and look forw¡¡d to working with û¡e Committoe. Pleasc

sign and rotum tho onclosd duplicab of this agrccmont Tho individuals signing this egwmant caoh

represcnt that hc or she is auú¡orized to cxocurs and deliver it on behalfofthc Gntity wlrose namc apPerrs

diroctly above his or her sigraturo

Vcry truþ youn,

MOELIS & COMPAI.IY LL]C

By:

Title Marugíng Di¡potor

Agreed to as of the date first writtsn abovo:

MOELIS & COMPAIIYLLC

Managing Director

.E-


Case 15-I-0585-LSS Doc 332-1- Filed 05/08/15 Page L0 of 1-9

TIIE OFjtr'ICIAL COMMITTEE OF' ITNSEC¡.IREDcRËDIToRs oF euIcKsILvEn nnsoûncgS, INC., er at

By: ARES SPECIAL SITUATIONS FUND IV, L.P.

solely m lts capactty as Co4hair of the Committeeand not m its

Irtlc MOOREVICE PR.ESTDSNT

By' DELAWARETRUSTCOMPAI.IY,eololy m irc capaclty æ Co-Chsk ofùe Comm¡tþeand nof in its inúvldual capacity,

ItlTrtle

By

By

Signanue Page to Moelis Engagement Lettcr


By: lslTitle

Case 15-I-0585-LSS Doc 332-1- Filed 05/08/L5 Page 1-1- of 1-9

TITE OFrICIAL COMNdITTEE OF UNSECURßI)CREDITOnS Of QUICKSILVER RESOURCES, INC., e, ø¿

By: ARES SPECIAL SITUATIONS FUND IV, L.P,solely in its capacity as Co-Chalr ofthe Co¡nmittee

and not in is individua¡ capacity,

By: DELAWARETRUSTCOMPANY,solely in its capacity as Co-Ch¡ir oftlre Committeeand not in iß individual capacity,

By: m'.j,,* U ÊoWtitle; Managing D-irecto/

Signature Page to Moelis Engagernent l¡tter


MoELrs {coMPr{'NY

Case 1-5-1-0585-LSS Doc 332-1- Filed 05/08/15 Page 12 of 19

ANNEIT.A

In connecfion with ou¡ engagement to advise and aseist the Official Committee of Unsecured Cleditors(he "Cornmi$æ") appointed in the chapter 11 cases (the "Ead<rup!çy-eæes) of Quiclsilver Resourcts,Inc. ("QU!9bi&9I') and its affiliates and subsidiaries that a¡e or later become debtors in the BanlruptcyCases (collectively, the "Dgbtors,'), the Debtors and the Committee will be subject to the terms of thisAnnex.' In the event that Moelis & Company LLC or our affiliates or any of our or our affiliates'respective current or former directors, offi@rs, partneß, nanagerst agents, representatives or employees(including any person controlling us or any of our affiliates (collectively, "lsdernnifled Persons")becomes involved in any capacity in any actual or threatened action, claim, suit, investigation orproceeding (an "Actieo") arising out of, related to or in connection with the engagement or any matterreferred to in this agrosment, the Debtors, their bankruptcy e.states, the reorganized Debtors and/or theirreorganized affiliates and subsidiaries aftcr the consurnmation of the Reshucturing (as defined in the

agreement bet$reen us and the Committee to which this Annex A is attached), and any entity or entities that

may be formed or invested in to consummate a Restructuring (all such entities, the "Q|!gBgJ¡l') willreimburse such Indemnified Person for the reasonâble outof-pocket costs atrd expenses (includingcounsel feæ) of investigating preparing for and responding to such Action or enforcing thisagreement, as they are incuned. The Company will also indemnify and hold harmless any IndemnifiedPerson frorn and against, and tho Conpany and the Comriúttee agee that no Indemnified Person shallhave any liability to any of the C.ompany, the Conmittee or thei¡ respective affiliates, owners, directors,officets, employees, security holders or creditors for any losses, clairns, damages or liabilities(collectively, "lossel") (A) related to or arising out of oral or written statements or omissions made orinformation provided by the Cornmittee, the Company or their respective agents or (B) otherwise arisingout of, related to or in connection with the €rigagement or our performance thereof, except that this clause

(B) shall not apply to Losses that are finally judicially detennined to havc ¡esulted prinarily ftom tho bad

faith or gross negligence of such hdemnified Person.

If such indemnification or limitation of liability are for any reason not available or insufficient to hold an

Indemnified Person harmless, the Comparry agrees to conftibute to the l¡sses in such proPortion as is

appropriate to reflect the relative bonefits received (or anticipated to be received) by the Company and the

Committee, on the one hand, and by us, on the other hand, with respect tio the engagement or, if such


relative benefits and relative fault of the Company or the Cornmittee on the one hand and of us on the

other hand, and any other relevant equitable considerations; provided, howerter, that, to the extentpermitted by applicable law, in no event shall the Indemnifïed Persons be responsible for amounts that

exceed the fees actually received by us from the Company and its banlruptcy ætates in connection withthe engagement. Relative benefits to the Company, on the one hand, and us, on the other hand, with

rçspgct to the Engagement shall be deemed to be in the same proportion as (i) the tot¿l value paid orproposed to be paid or received or proposed to bc received by the Company or its debt and securityholders, as the case may be, pursuánt to the hansaction(s), whether or not consummated, contemplated bythe engagement bears to (ü) the fees aclually received by us in connection with the engagement.

The Company and the Committee will not without our prior written consent (not to be unreasonablywithheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to ¡erminate(a "settlement") any Action in respect of which indemnification is or rnay be sought hereunder unìess

It is expressly unde$tood and agreed that all references to oblþtions of the Company under the terms of this

A¡nex A and the agreement to whi"h it is attached shall be obligations of tho Company pursuant.to the order

entered by the Barikruptcy Court pursuant to and in accordance with the Committee's apptication to retain

Moelis.

-A-1-


Case 15-10585-LSS Doc 332-1 Filed 05/08/1-5 Page 13 of 19

MoELr s {coMpÀNysuch Settlernent includes a releæe of each Indemnified Person from any Losses arising out of suchAction. The Company and the Comnrittee will not permit any such Settlement to include a statemetrt as

to, or an admission of, fault or culpability by or on behalf of an Indemnified Person without such

Indernnified Person's prior written consent. No Indemnified Person seeking indernnification,reimbursement or contribution under this agreement will, without the Company's or the Committee'sprior written consent (not to be unreasonably wíthheld), agrèe to the Settlement of any Action.

Prior to effecting any proposed sale or liquidation of all or substantially all of its.assets that does not

explicitly or by operation of law provide for the assumption of the obligations of the Company set forthherein, the Company will notifr us in writing of its anangements for the Company's obligations set forthherein to be assumed by another credítworthy party (for example, tluough insurance, surety bonds or the


- A-2-


Case 15-I-0585-LSS Doc 332-1- Filed 05/08/15 Page 1-4 of 1-9

MOELIS SLCOMP.å.NY

ANNNX B

USA Pah'iot Act. Moelis is required to obtain, verify, and reoord information that identifies the

Company in a manner that satisfies the requirements of and in accordance with the USAPahiot Act.

Rqqinesq Continuity. Moelis maintains a business continuity plan that is roviewed annually and isupdated as necessary. Our disclosure statement is available on our website at wwu¡.moelis.com and a

copy can be requested by contacting us at [email protected].

-B-1-


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF'DELAWARE

In re:Chapter 11

Case No. 15-10585 (LSS)

Jointly AdministeredQuicksilver Resources Inc., et al.,l

Debtors.

CERTIFICATION OF COMPLIANCE WITH GUIDELINESFOR FEES AND DISBURSEMENTS FOR PROFESSIONALS

IN DISTRICT OF DELAWARE BANKRUPTCY CASES


1. I am a managing director of Moelis & Company LLC (*Moelis"), the investment

banker to the official committee of unsecured creditors in these chapter 1l cases. This


applications for Compensation and Reimbursement of Expenses filed Under 11 U.S.C. $ 330 (the

"Guídelines") in support of Moelis' foregoing Application (the "Applícatíon"). I am Moelis'






The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number,are: Quicksilver Resources Inc. [6163]; Bamett Shale Operating LLC 10257}' Cowtown Drilling, Inc. [8899];Cowtown Gas Processin g L.P . 114041; Cowtown Pipeline Funding, lnc. 1971 4l1' Cowtown Pipeline L.P . l9l691;Cowtown Pipeline Management, lnc. l977ll; Makarios Resources International Holdings LLC |7651;Makarios Resources International Inc. 176121; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; QuicksilverProduction Paftners GP LLC 127011; Quicksilver Production Partners LP 191291; and Silver Stream PipelineCorrpany LLC [9384]. The Debtors' address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas16t02.

)))))))

)





3. Pursuant to this Court's May 8, 2015 order approving Moelis' retention in these

cases (the "Moelis Retention Order"), the requirements of the Bankruptcy Code, the Bankruptcy

Rules, the U.S. Trustee Guidelines and Local Rule 2016-2 have been modified such that Moelis'

investment banking professionals are required only to keep sufirmary time records in half-hour

increments, Moelis' non-restructuring professionals and personal in administrative departments




Application,' çu¡ it is not the general practice of financial advisory firms such as Moelis to keep







Dated: MaY 1r'2076 /s/ Barak KreinBarak KleinManaging DirectorMoelis & Company LLC

"Moelís Retentíon Application" means the Official Committee of Unsecured Creditors' Application forEntry of an Order Authorizing the Employment and Retention of Moelis & Company LLC as InyestmentBanker to the Committee, Effective Nunc Pro Tunc to March 30, 2015, and I(aivíng Certain InformationRequirements Imposed by Local Rule 2016-2 [Docket No. 246].

2

2


EXHIBIT D — MOELIS RETENTION ORDER
























) Debtors. )

)

CERTIFICATION OF COMPLIANCE WITH GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS

IN DISTRICT OF DELAWARE BANKRUPTCY CASES


1. I am a managing director of Moelis & Company LLC (“Moelis”), the investment


certification is made pursuant to the United States Trustee’s Guidelines for Reviewing

applications for Compensation and Reimbursement of Expenses filed Under 11 U.S.C. § 330 (the

“Guidelines”) in support of Moelis’ foregoing Application (the “Application”). I am Moelis’




contrary herein or in the Application: (a) the Application complies with the Guidelines; and

(b) the fees and disbursements sought by Moelis fall within the Guidelines and are billed in

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number,



2

accordance with practices customarily employed by Moelis and generally accepted by Moelis’s



3. Pursuant to this Court’s May 8, 2015 order approving Moelis’ retention in these

cases (the “Moelis Retention Order”), the requirements of the Bankruptcy Code, the Bankruptcy

Rules, the U.S. Trustee Guidelines, and Local Rule 2016-2 have been modified such that Moelis’

investment banking professionals are required only to keep summary time records in half-hour

increments, Moelis’ non-restructuring professionals and personnel in administrative departments

(including legal) are not required to keep time records, Moelis’ non-restructuring professionals



Application,2 (a) it is not the general practice of financial advisory firms such as Moelis to keep


ordinarily keep time records on a “project category” basis.





Dated: May 12, 2016

/s/ Barak Klein Barak Klein Managing Director Moelis & Company LLC

2 “Moelis Retention Application” means the Official Committee of Unsecured Creditors’ Application for

Entry of an Order Authorizing the Employment and Retention of Moelis & Company LLC as Investment Banker to the Committee, Effective Nunc Pro Tunc to March 30, 2015, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2 [Docket No. 246].
