IN THE UNITED STATES BANKRUPTCY COURT FOR THE …cases.gcginc.com/kwk/pdflib/122_10585.pdfand disbursements, do not exceed the OCP Cap. (v) To the extent that an OCP seeks compensation

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) Quicksilver Resources Inc., et al.,1 ) Case No. 15-10585 (LSS) ) Debtors. ) Jointly Administered ) ) Hearing Date: April 15, 2015 at 2:00 p.m. (EDT)

) Obj. Deadline: April 8, 2015 at 4:00 p.m. (EDT)

DEBTORS’ MOTION FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND COMPENSATION OF

PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS NUNC PRO TUNC TO THE PETITION DATE

The debtors and debtors in possession in the above-captioned chapter 11 cases

(collectively, the “Debtors”) respectfully submit this Debtors’ Motion for an Order Authorizing

the Employment and Compensation of Professionals Utilized in the Ordinary Course of Business

Nunc Pro Tunc to the Petition Date (the “Motion”). In support of the Motion, the Debtors

represent and set forth as follows: 2

JURISDICTION

1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

1 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. [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 A detailed description of the Debtors and their businesses and the Debtors’ restructuring, are set forth in greater detail in the Declaration of Vanessa Gomez LaGatta in Support of First Day Pleadings (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).

Case 15-10585-LSS Doc 122 Filed 03/25/15 Page 1 of 11

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2. Venue in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory predicates for the relief requested herein are Bankruptcy Code

sections 105(a), 327, 328, and 330; rule 2014 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”); and rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure

of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”).3

BACKGROUND

A. General Background

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

petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors continue

to operate their businesses and manage their properties as debtors in possession pursuant to

Bankruptcy Code sections 1107(a) and 1108. These chapter 11 cases have been consolidated for

procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015

and Local Rule 1015-1. No request for the appointment of a trustee or examiner has been made

in these chapter 11 cases. No committees have been appointed or designated.

5. This Motion incorporates by reference the facts set forth in the First Day

Declaration as if fully set forth herein. Additional facts specific to this Motion are set forth

below.

B. Specific Background

6. The Debtors, in the day-to-day performance of their duties, regularly call upon

certain professionals, including attorneys and accountants (collectively, the “OCPs”), to assist

them in carrying out their responsibilities. The OCPs provide services to the Debtors in a variety

3 Under Local Rule 9013-1(f), the Debtors hereby confirm their consent to the entry of a final order by this

Court in connection with this Motion if it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution.


3

of matters unrelated to these chapter 11 cases, including accounting services, tax services, and

legal services with regard to specialized areas of the law. The OCPs utilized or expected to be

utilized by the Debtors during the pendency of these chapter 11 cases are identified on Exhibit B

to this Motion.

7. The Debtors submit that the continued employment and compensation of the

OCPs is in the best interests of their estates, creditors, and other parties in interest. The Debtors

commenced these chapter 11 cases to maintain and preserve the value of their business while

investigating and evaluating all potential means of maximizing the value of their assets and to

minimize any disruption that could negatively impact the Debtors’ business operations as they

transition into these chapter 11 cases. It is essential that the Debtors call upon certain

professionals that have institutional knowledge of the issues, facts, and circumstances related to

the Debtors’ business and that could impact the Debtors’ restructuring efforts to realize the most

value from the Debtors’ estates.

8. The efficient administration of these chapter 11 cases and the Debtors’ efforts to

transition into chapter 11 with minimal disruption would be hindered if the Debtors were

required to submit to the Court an application, affidavit, and proposed retention order for each

OCP; if each OCP was required to apply for approval of its employment and compensation; and

if each OCP was required to submit monthly applications for compensation and expense

reimbursement. The costs of preparing separate applications for each professional would

substantially outweigh any benefit to the bankruptcy estates. Further, a number of the OCPs may

be unfamiliar with the fee application procedures employed in bankruptcy cases. Given the

relatively small monthly fees expected to be incurred for each OCP, some of the OCPs may be

unwilling to render services to the Debtors if these requirements were imposed. The


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uninterrupted services of the OCPs are vital to the Debtors’ continuing operations and their

ultimate ability to maximize value for the benefit of creditors.

9. Moreover, a requirement that the OCPs each file retention pleadings and follow

the usual fee application process required of other bankruptcy professionals would burden the

Clerk’s office, the Court, and the Office of the United States Trustee (the “U.S. Trustee”) with

unnecessary fee applications. This Motion proposes procedures to alleviate such a burden.

10. The list of OCPs listed on Exhibit B includes four accounting firms. In addition

to the OCPs, the Debtors have filed the Debtors’ Application for an Order Authorizing the

Employment and Retention of Ernst & Young LLP as Independent Auditor for the Debtors Nunc

Pro Tunc to the Petition Date contemporaneously herewith. Importantly, the accounting firms

listed on Exhibit B will not perform bankruptcy-related services. Rather, these firms will

continue to provide the same ordinary course services that they provided to the Debtors pre-

petition, which services include, among other things, preparation of state and federal tax returns,

property tax valuation and related services, and assistance with technical accounting matters in

connection with the Debtors’ preparation of consolidated financial statements.

C. Proposed Procedures

11. The Debtors anticipate employing, among others, the OCPs listed on Exhibit B to

perform ongoing services during the pendency of these chapter 11 cases. During the pendency

of these chapter 11 cases, no single OCP will be paid more than $60,000 per month, on average,

over the preceding three-month period, excluding costs and disbursements (the “OCP Cap”), for

post-petition compensation for services rendered to the Debtors absent the consent of the U.S.

Trustee; provided, however, that the Debtors reserve the right to seek authority to increase the

OCP Cap if necessary under the circumstances upon notice and opportunity to object. The


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Debtors also reserve the right to supplement or otherwise amend Exhibit B to add additional

professionals as they deem necessary and appropriate.

12. The Debtors propose that the following procedures shall govern the retention and

payment of OCPs (the “OCP Procedures”):

(i) To ensure that none of the OCPs represent or hold any interest adverse to the Debtors or their estates with respect to the matter on which such professional is employed, each OCP shall be required to file a declaration (each, a “Declaration of Disinterestedness”) with the Court, substantially in the form attached hereto as Exhibit C, stating that it does not hold an interest materially adverse to the Debtors, and to serve its Declaration of Disinterestedness on the following parties: (a) Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, Suite 4100, Dallas, TX 75201, Attn: Charles R. Gibbs, Esq. and Sarah Link Schultz, Esq., counsel to the Debtors; (b) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE 19801, Attn: Paul N. Heath, Esq., Delaware counsel to the Debtors; (c) counsel to any official committee appointed in these cases; (d) Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, Attn: Steven M. Fuhrman, Esq., counsel to the First Lien Agent; (e) Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, NY 10022, Attn: Mitchell A. Seider, Esq., counsel to the Second Lien Agent; (f) Emmet, Marvin & Martin LLP, 120 Broadway, 32nd Floor, New York, NY 10271, Attn: Edward P. Zujkowski, Esq., as counsel to the Second Lien Indenture Trustee; (g) Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005, Attn: Dennis F. Dunne, Esq. and Samuel A. Khalil, Esq., counsel to the Ad Hoc Group of Second Lienholders; and (h) the Office of the United States Trustee for Region 3, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Jane Leamy, Esq.; and (i) those parties requesting notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).

(ii) The Notice Parties shall have seven days after the filing and service of a Declaration of Disinterestedness to object to the retention of the OCP filing such declaration (the “Objection Deadline”). Any objecting party shall serve its objection upon the Notice Parties and the relevant OCP on or before the Objection Deadline. If an objection cannot be consensually resolved within seven days after the Objection Deadline, then the retention of the OCP that is the subject of the objection shall be scheduled for hearing by the Debtors at the next regularly scheduled omnibus hearing date that is no less than fourteen days from that date or on a date otherwise agreed by the parties. The Debtors shall not be authorized to retain and pay such OCP until all outstanding objections have been withdrawn, resolved, or overruled by order of the Court.


6

(iii) If no objection is received by the Objection Deadline with respect to an OCP, the Debtors shall be authorized to retain and pay that OCP in accordance with these OCP Procedures.

(iv) The Debtors are authorized to pay any retained OCP, without further application to the Court, 100% of fees and disbursements upon submission of an appropriate invoice setting forth in reasonable detail the nature of the services rendered after the Petition Date and the fees and disbursements related thereto; provided, however, that each OCP’s fees, excluding costs and disbursements, do not exceed the OCP Cap.

(v) To the extent that an OCP seeks compensation in excess of the OCP Cap (the “Excess Fees”), the OCP shall file with the Court and serve on the Notice Parties, which service may be via email, a notice of fees in excess of the OCP Cap (the “Notice of Excess Fees”) and an invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred, Notice Parties shall then have fourteen days to object to the Notice of Excess Fees. If after fourteen days no objection is filed, the Excess Fees shall be deemed approved, and the OCP may be paid 100% of fees and 100% of its expenses without the need to file a fee application.

(vi) The Appendix B Fee Guidelines adopted by the EOUST shall not be applicable to the retention or compensation of any OCP employed or compensated by this Order; provided, however, that any OCP who exceeds the OCP Cap may be required to comply with the Appendix B Fee Guidelines thereafter to the extent reasonably requested by the U.S. Trustee.

(vii) At three-month intervals during the pendency of these chapter 11 cases beginning with the period of March 17, 2015 through June 30, 2015, and for each three-month period thereafter (each, a “Quarter”), the Debtors shall file with the Court and serve on the Notice Parties, no later than 30 days after the end of such Quarter, a statement that shall include the following information for each OCP: (a) the name of the OCP; (b) the aggregate amounts paid as compensation for services rendered and reimbursement of expenses incurred by that OCP during the reported Quarter; (c) all post-petition payments made to that OCP to date; and (d) a general description of the type of services rendered by that OCP.

(viii) The Debtors may retain additional OCPs from time to time during these chapter 11 cases by (a) including each additional OCP on a supplement to Exhibit B that shall be filed with the Court and served on the Notice Parties and (b) having such additional OCP comply with the OCP Procedures.


7

13. Although certain of the OCPs may hold minor amounts of unsecured claims

against the Debtors in respect of pre-petition services rendered, the Debtors do not believe that

any of the OCPs have an interest materially adverse to the Debtors, their creditors, or other

parties in interest. Thus, no OCP would be retained who does not meet, if applicable, the special

counsel retention requirement of Bankruptcy Code section 327(e). Importantly, the Debtors are

not requesting authority to pay any pre-petition amounts owed to OCPs.

RELIEF REQUESTED

14. The Debtors submit this Motion (a) pursuant to Bankruptcy Code sections 105(a)

and 327 and Bankruptcy Rule 2014, authorizing, but not directing, the Debtors to retain the

OCPs without requiring the submission of separate retention pleadings for each OCP;

(b) pursuant to Bankruptcy Code sections 105(a), 328, and 330, authorizing, but not directing,

the Debtors to pay the OCPs 100% of their post-petition fees and expenses, subject to the

limitations set forth in this Motion; and (c) requesting entry of an order substantially in the form

attached hereto as Exhibit A (the “Proposed Order”).

SUPPORTING AUTHORITY

15. In determining whether an entity is a “professional” within the meaning of

Bankruptcy Code section 327 and therefore whether it must be retained by express approval of

the Court, courts generally consider whether such entity is involved in the actual reorganization

effort, rather than a debtor’s ongoing business operations. See, e.g., Comm. of Asbestos-Related

Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 619 (Bankr.

S.D.N.Y. 1986) (“[T]he phrase ‘professional persons,’ as used in § 327(a), is a term of art

reserved for those persons who play an intimate role in the reorganization of a debtor’s estate.”);

In re Drexel Burnham Lambert Grp. Inc., 112 B.R. 584, 587 (Bankr. S.D.N.Y. 1990) (same).


8

Courts often consider the following factors in determining whether an entity is a “professional”

within the meaning of Bankruptcy Code section 327:

(i) whether the entity controls, manages, administers, invests, purchases, or sells assets that are significant to the debtor’s reorganization;

(ii) whether the entity is involved in negotiating the terms of a plan of reorganization;

(iii) whether the entity is directly related to the type of work carried out by the debtor or to the routine maintenance of the debtor’s business operations;

(iv) whether the entity is given discretion or autonomy to exercise his or her own professional judgment in some part of the administration of the debtor’s estate;

(v) the extent of the entity’s involvement in the administration of the debtor’s estate; and

(vi) whether the entity’s services involve some degree of special knowledge or skill, such that it can be considered a “professional” within the ordinary meaning of the term.

See, e.g., In re First Merchs. Acceptance Corp., No. 97-1500, 1997 WL 873551, at *3 (D. Del.

Dec. 15, 1997) (listing factors); In re Sieling Assocs. Ltd. P’ship, 128 B.R. 721, 723 (Bankr. E.D.

Va. 1991) (authorizing the debtor to retain an environmental consultant in the ordinary course of

business); In re Riker Indus., Inc., 122 B.R. 964, 973 (Bankr. N.D. Ohio 1990) (not requiring

Bankruptcy Code section 327 approval of the fees of a management and consulting firm that

performed only “routine administrative functions” and whose “services were not central to [the]

bankruptcy case”); In re Fretheim, 102 B.R. 298, 299 (Bankr. D. Conn. 1989) (holding that only

those professionals involved in the actual reorganization effort, rather than debtor’s ongoing

business, require approval under Bankruptcy Code section 327).

16. The foregoing factors must be considered as a whole when determining whether

an entity is a professional within the meaning of Bankruptcy Code section 327. None of the

factors alone are dispositive. Considering all of the factors, the Debtors do not believe that the


9

OCPs are professionals requiring a full retention under Bankruptcy Code section 327. The OCPs

will not be involved in the administration of these chapter 11 cases. Instead, the OCPs will

provide services in connection with the Debtors’ ongoing business operations, which services are

ordinarily provided by non-bankruptcy professionals. Nevertheless, to provide clarity and an

opportunity for oversight, the Debtors seek the relief requested herein to establish clear

mechanisms for retention and payment of the OCPs and thereby avoid any subsequent

controversy with respect thereto.

17. The importance of a debtor’s OCPs to its ongoing business operations and

restructuring efforts has been recognized by courts in this District in granting relief similar to the

relief requested in this Motion. See, e.g., In re Endeavour Operating Corp., No. 14-12308 (KJC)

(Bankr. D. Del. Nov. 6, 2014) (D.I. 155); In re Phoenix Payment Systems, Inc., No. 14-11848

(MFW) (Bankr. D. Del. Aug. 28, 2014) (D.I. 114); In re Energy Future Holdings Corp., No. 14-

10979 (CSS) (Bankr. D. Del. Jun. 3, 2014) (D.I. 765); In re Green Field Energy Servs., Inc., No.

13-12783 (KG) (Bankr. D. Del. Nov. 26, 2013) (D.I. 186); In re PMGI Holdings, Inc., No. 13-

12404 (CSS) (Bankr. D. Del. Oct. 11, 2013) (D.I. 130); In re Exide Technologies, No. 13011482

(KJC) (Bankr. D. Del. Jul. 11, 2013) (D.I. 332).4 The Debtors submit that similar authorization

is appropriate in these chapter 11 cases.

WAIVER OF BANKRUPTCY RULE 6004(a) AND 6004(h)

18. Given the nature of the relief requested herein, the Debtors respectfully request a

waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay

under Bankruptcy Rule 6004(h), to the extent that either rule is applicable.

4 Because of the voluminous nature of the orders cited herein, such orders are not attached to this Motion.

Copies of these orders are available upon request of the Debtors’ proposed counsel.


10

DEBTORS’ RESERVATION OF RIGHTS

19. Nothing contained herein is intended or should be construed as an admission as to

the validity of any claim against the Debtors, a waiver of the Debtors’ rights to dispute any

claim, or an approval or assumption of any agreement, contract, or lease under Bankruptcy Code

section 365. Likewise, if this Court grants the relief sought herein, any payment made pursuant

to the Court’s order is not intended and should not be construed as an admission as to the validity

of any claim or a waiver of the Debtors’ rights to dispute such claim subsequently.

NOTICE

20. No trustee, examiner, or creditors’ committee has been appointed in these chapter

11 cases. The Debtors have provided notice of this Motion to (a) the Office of the United States

Trustee for the District of Delaware, Attn: Jane Leamy, Esq.; (b) the entities listed on the

Consolidated List of Creditors Holding the 30 Largest Unsecured Claims filed pursuant to

Bankruptcy Rule 1007(d); (c) counsel to the agents under the Debtors’ pre-petition credit

facilities; (d) counsel to the Ad Hoc Group of Second Lienholders; (e) counsel to the indenture

trustees under the Debtors’ pre-petition indentures; (f) the United States Securities and Exchange

Commission; (g) the United States Internal Revenue Service; and (h) any parties entitled to

notice pursuant to Local Rule 2002-1(b). In light of the nature of the relief requested in this

Motion, the Debtors respectfully submit that no further notice is necessary.


11

WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the

Court (a) enter the Proposed Order substantially in the form annexed as Exhibit A hereto

granting the relief requested in the Motion and (b) grant such other and further relief as may be

just and proper.

Wilmington, Delaware Date: March 25, 2015 /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A.

Paul N. Heath (DE 3704) Amanda R. Steele (DE 5530) Rachel L. Biblo (DE 6012) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 – and –

AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs (admitted pro hac vice) Sarah Link Schultz (admitted pro hac vice) 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 Ashleigh L. Blaylock (admitted pro hac vice) Kevin M. Eide (admitted pro hac vice) Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 PROPOSED COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION



) In re: ) Chapter 11 ) Quicksilver Resources Inc., et al.,1 ) Case No. 15-10585 (LSS) ) Debtors. ) Jointly Administered ) ) Hearing Date: April 15, 2015 at 2:00 p.m. (EDT)

) Obj. Deadline: April 8, 2015 at 4:00 p.m. (EDT)

NOTICE OF MOTION AND HEARING

PLEASE TAKE NOTICE that, on March 25, 2015, the above-captioned debtors and

debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for an Order

Authorizing the Employment and Compensation of Professionals Utilized in the Ordinary Course

of Business Nunc Pro Tunc to the Petition Date (the “Motion”) with the United States

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that, any responses or objections to the Motion

must be filed in writing with the Bankruptcy Court, 824 N. Market Street, 3rd Floor, Wilmington,

Delaware 19801, and served upon and received by the undersigned proposed counsel for the

Debtors on or before April 8, 2015 at 4:00 p.m. (Eastern Daylight Time).

PLEASE TAKE FURTHER NOTICE that, if an objection is timely filed, served and

received and such objection is not otherwise timely resolved, a hearing to consider such

objection and the Motion will be held before The Honorable Laurie Selber Silverstein at the



Case 15-10585-LSS Doc 122-1 Filed 03/25/15 Page 1 of 2

2

Bankruptcy Court, 824 N. Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware 19801

on April 15, 2015 at 2:00 p.m. (Eastern Daylight Time).

IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND

RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT

MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER

NOTICE OR HEARING.

Wilmington, Delaware Date: March 25, 2015 /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A.

Paul N. Heath (DE 3704) Amanda R. Steele (DE 5530) Rachel L. Biblo (DE 6012) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 – and –

AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs (admitted pro hac vice) Sarah Link Schultz (admitted pro hac vice) 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 Ashleigh L. Blaylock (admitted pro hac vice) Kevin M. Eide (admitted pro hac vice) Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 PROPOSED COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION


Exhibit A

Proposed Order



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

ORDER AUTHORIZING THE EMPLOYMENT AND COMPENSATION OF PROFESSIONALS UTILIZED

IN THE ORDINARY COURSE OF BUSINESS NUNC PRO TUNC TO THE PETITION DATE

Upon the Motion2 of the above-captioned debtors and debtors in possession (collectively,

the “Debtors”), for entry of this Order pursuant to Bankruptcy Code sections 105(a), 327, 328,

and 330 and Bankruptcy Rule 2014 authorizing the employment and compensation of

professionals utilized by the Debtors in the ordinary course of their business, all as further

described in the Motion; and the Court having jurisdiction to consider this Motion and the relief

requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the

Motion and the relief requested therein being a core proceeding in accordance with 28 U.S.C.

§§ 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409;

and due and proper notice of the Motion being adequate and appropriate under the

circumstances; and a hearing having been held to consider the relief requested in the Motion; and



2 All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the Motion.


2

upon the First Day Declaration, 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 Motion 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 Motion establish just cause for the relief granted herein; and any

objections to the requested relief having been withdrawn or overruled on the merits; and after

due deliberation and sufficient cause appearing therefor, it is hereby ORDERED:

1. The Motion is granted to the extent provided herein.

2. The Debtors are authorized, in their discretion, to retain and pay reasonable fees

and expenses for the services of the OCPs, subject to the terms of any cash collateral or financing

order entered by the Court, in the ordinary course of their business.

3. The following procedures shall govern the retention and payment of OCPs:

(i) To ensure that none of the OCPs represent or hold any interest adverse to the Debtors or their estates with respect to the matter on which such professional is employed, each OCP shall be required to file a declaration (each, a “Declaration of Disinterestedness”) with the Court, substantially in the form attached hereto as Exhibit C, stating that it does not hold an interest materially adverse to the Debtors, and to serve its Declaration of Disinterestedness on the following parties: (a) Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, Suite 4100, Dallas, TX 75201, Attn: Charles R. Gibbs, Esq. and Sarah Link Schultz, Esq., counsel to the Debtors; (b) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE 19801, Attn: Paul N. Heath, Esq., Delaware counsel to the Debtors; (c) counsel to any official committee appointed in these cases; (d) Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, Attn: Steven M. Fuhrman, Esq., counsel to the First Lien Agent; (e) Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, NY 10022, Attn: Mitchell A. Seider, Esq., counsel to the Second Lien Agent; (f) Emmet, Marvin & Martin LLP, 120 Broadway, 32nd Floor, New York, NY 10271, Attn: Edward P. Zujkowski, Esq., as counsel to the Second Lien Indenture Trustee; (g) Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005, Attn: Dennis F. Dunne, Esq. and Samuel A. Khalil, Esq., counsel to the Ad Hoc Group of Second Lienholders; and (h) the Office of the United States Trustee for Region 3, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Jane Leamy, Esq.; and


3

(i) those parties requesting notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).

(ii) The Notice Parties shall have seven days after the filing and service of a Declaration of Disinterestedness to object to the retention of the OCP filing such declaration (the “Objection Deadline”). Any objecting party shall serve its objection upon the Notice Parties and the relevant OCP on or before the Objection Deadline. If an objection cannot be consensually resolved within seven days after the Objection Deadline, then the retention of the OCP that is the subject of the objection shall be scheduled for hearing by the Debtors at the next regularly scheduled omnibus hearing date that is no less than fourteen days from that date or on a date otherwise agreed by the parties. The Debtors shall not be authorized to retain and pay such OCP until all outstanding objections have been withdrawn, resolved, or overruled by order of the Court.

(iii) If no objection is received by the Objection Deadline with respect to an OCP, the Debtors shall be authorized to retain and pay that OCP in accordance with these OCP Procedures.

(iv) The Debtors are authorized to pay any retained OCP, without further application to the Court, 100% of fees and disbursements upon submission of an appropriate invoice setting forth in reasonable detail the nature of the services rendered after the Petition Date and the fees and disbursements related thereto; provided, however, that each OCP’s fees, excluding costs and disbursements, do not exceed the OCP Cap.

(v) To the extent that an OCP seeks compensation in excess of the OCP Cap (the “Excess Fees”), the OCP shall file with the Court and serve on the Notice Parties, which service may be via email, a notice of fees in excess of the OCP Cap (the “Notice of Excess Fees”) and an invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred, Notice Parties shall then have fourteen days to object to the Notice of Excess Fees. If after fourteen days no objection is filed, the Excess Fees shall be deemed approved, and the OCP may be paid 100% of fees and 100% of its expenses without the need to file a fee application.

(vi) The Appendix B Fee Guidelines adopted by the EOUST shall not be applicable to the retention or compensation of any OCP employed or compensated by this Order; provided, however, that any OCP who exceeds the OCP Cap may be required to comply with the Appendix B Fee Guidelines thereafter to the extent reasonably requested by the U.S. Trustee.

(vii) At three-month intervals during the pendency of these chapter 11 cases beginning with the period of March 17, 2015 through June 30, 2015, and for each three-month period thereafter (each, a “Quarter”), the Debtors


4

shall file with the Court and serve on the Notice Parties, no later than 30 days after the end of such Quarter, a statement that shall include the following information for each OCP: (a) the name of the OCP; (b) the aggregate amounts paid as compensation for services rendered and reimbursement of expenses incurred by that OCP during the reported Quarter; (c) all post-petition payments made to that OCP to date; and (d) a general description of the type of services rendered by that OCP.

(viii) The Debtors may retain additional OCPs from time to time during these chapter 11 cases by (a) including each additional OCP on a supplement to Exhibit B that shall be filed with the Court and served on the Notice Parties and (b) having such additional OCP comply with the OCP Procedures.

4. Any payment made pursuant to this Order is not intended and should not be

construed as an admission as to the validity or priority of any claim or as a waiver of the

Debtors’ rights to subsequently dispute such claim, and any such payment is not intended and

should not be construed as an assumption of any executory contract or obligation of the Debtors.

5. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

6. The banks and financial institutions on which checks were drawn or electronic

payment requests made in payment of the pre-petition obligations approved herein are authorized

and directed to receive, process, honor, and pay all such checks and electronic payment requests

when presented for payment, provided that sufficient funds are on deposit in the applicable

accounts to cover such payments, and all such banks and financial institutions are authorized to

rely on the Debtors’ designation of any particular check or electronic payment request as being

approved by this Order.

7. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,

9014, or otherwise, this Order shall be immediately effective and enforceable upon its entry.

8.


5

9. The Court retains jurisdiction with respect to all matters arising from or related to

the interpretation or implementation of this Order.

Wilmington, Delaware Dated: April _____, 2015 ________________________________________________ THE HONORABLE LAURIE SELBER SILVERSTEIN

UNITED STATES BANKRUPTCY JUDGE


Exhibit B

List of Ordinary Course Professionals

NAME ADDRESS DESCRIPTION OF

SERVICES

ALBERT NEELY & KUHLMANN LLP 1200 OIL& GAS BUILDING 309 WEST SEVENTH STREET FORT WORTH, TX 76102

Legal (title opinions)

CTMI LLC 12720 HILLCREST RD, SUITE 1010 DALLAS, TX 75230 Accounting (property tax)

DAVIS POLK & WARDWELL LLP 450 LEXINGTON AVENUE NEW YORK, NY 10017 Legal (general corporate)

GREGORY G. GIBSON 2208 HAWTHORNE AVENUE FORT WORTH, TX 76110 Legal (oil and gas)

JONES DAY 2727 NORTH HARWOOD STREET DALLAS, TX 75201 Legal (401(k) advice)

KELLY HART & HALLMAN LLP 201 MAIN, SUITE 2500 FORT WORTH, TX 76102 Legal (litigation defense; oil

and gas; tax-related litigation)

KPMG LLP SUITE 3100 717 NORTH HARWOOD STREET DALLAS, TX 75201-6585

Accounting (consultation regarding federal and state gross margin tax)

LITTLER MENDELSON PC PO BOX 45547 SAN FRANCISCO, CA 94145-0547 Legal (employment and

immigration)

PRICEWATERHOUSECOOPERS LLP PO BOX 952282 DALLAS, TX 75395-2282 Accounting (accounting

consulting services)

WHITLEY PENN LLP 8343 DOUGLAS AVENUE SUITE 400 DALLAS, TX 75225

Accounting (preparation of federal and state tax returns)


Exhibit C

Form Declaration of Disinterestedness



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

DECLARATION OF DISINTERESTEDNESS OF [NAME] IN

SUPPORT OF RETENTION AS AN ORDINARY COURSE PROFESSIONAL

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct:

1. I am a [title] of [name], located at [address] (the “Firm”).

2. The Debtors have requested that the Firm provide [service description] services to

the Debtors, and the Firm has consented to provide such services.

3. The Firm may have performed services in the past, may currently perform

services, and may perform services in the future in matters unrelated to these chapter 11 cases for

persons that are parties in interest in these chapter 11 cases. The Firm does not perform services

for any such person in connection with these chapter 11 cases or have any relationship with any

such person, their attorneys, or accountants that would be adverse to the Debtors or their estates,

except as follows: [PROFESSIONAL TO INSERT DISCLOSURE OF ANY NON-

MATERIAL, POTENTIALLY ADVERSE INTEREST TO THE DEBTORS.]




2 109783324

4. [As part of its customary practice, the Firm is retained in cases, proceedings, and

transactions involving many different parties, some of whom may represent or be retained by the

Debtors, claimants, and parties in interest in these chapter 11 cases.]

5. Neither I nor any principal, partner, director, or officer of, or professional retained

by, the Firm has agreed to share or will share any portion of the compensation to be received

from the Debtors with any other person other than the principal and regular employees of the

Firm.

6. Neither I nor any principal, partner, director, or officer of, or professional retained

by, the Firm, insofar as I have been able to ascertain, holds or represents any interest adverse to

the Debtors or their estates with respect to the matter(s) upon which this Firm is to be retained,

except as follows: [PROFESSIONAL TO INSERT DISCLOSURE OF ANY NON-

MATERIAL, POTENTIALLY ADVERSE INTEREST TO THE DEBTORS.]

7. The Debtors owe the Firm $[_____] for pre-petition services, the payment of

which is subject to limitations contained in the Bankruptcy Code. The Firm understands that its

designation as an OCP does not entitle the Firm to payment services provided pre-petition

outside of a confirmed plan.

8. The Firm is conducting further inquiries regarding its retention by any creditors of

the Debtors, and upon conclusion of that inquiry, or at any time during the period of its retention,

if the Firm should discover any facts bearing on the matters described herein, the Firm will

supplement the information contained in this Declaration.

Executed on Date: [_______________], 2015 Name: Title:


Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE …cases.gcginc.com/kwk/pdflib/122_10585.pdfand disbursements, do not exceed the OCP Cap. (v) To the extent that an OCP seeks compensation