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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
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 2 of 10
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
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,
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.
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 3 of 10
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.
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 4 of 10
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].
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 5 of 10
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
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 6 of 10
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.
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 7 of 10
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.
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 8 of 10
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.]
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 9 of 10
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
Case 15-10585-LSS Doc 1391 Filed 05/12/16 Page 10 of 10
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 .)
Case 15-10585-LSS Doc 1391-1 Filed 05/12/16 Page 2 of 3
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.}
Case 15-10585-LSS Doc 1391-1 Filed 05/12/16 Page 3 of 3
EXHIBIT A — TENTH MONTHLY FEE APPLICATION
Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 1 of 55
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
Chapter 11
In re)))))))))
Case No. 15-10585 (LSS)
Quicksilver Resources Inc., et aI.,1
Jointly Administered
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
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 2 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 3 of 55
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
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 3 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 4 of 55
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELA\ryARE
Chapter 11
In re:Case No. 15-10585 (LSS)
Quicksilver Resources Inc., et aI.,1
Jointly Administered
Debtors. Objection Deadline: March 14,2016, at 4:00 p.m.(prevailing Eastern time)
Hearing: Scheduled only if necessary
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
Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the
"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
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. [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.
)))))))))
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 4 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 5 of 55
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.
In support of this Application, Moelis respectfully represents as follows:
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
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.
5
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 5 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 6 of 55
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 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
rendered approximately 288.0 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 ça¡ 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 ooproject 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. 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
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.
"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
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 6 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 7 of 55
(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.
8. 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.
7
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 7 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 8 of 55
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
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 8 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 9 of 55
WHEREFORE, Moelis respectfully requests that an allowance be made to Moelis for
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
Case 15-10585-LSS Doc 1166 Filed 02/22/16 Page 9 of 9Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 10 of 55
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELA\ryARE
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 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
parties required to be given notice in the Interim Compensation Order.
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.
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 March 14,2016 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 March 1412016:
In re:
Quicksilver Resources Inc., et a1.,1
Debtors.
Chapter 1"L
Case No. 15-10585 (t,SS)
Jointly Administered
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
Rodney Square, 920 North King Street, Wilmington, DE 19801 (Attn: Paul N. Heath, Esq. and
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:
Steven M. Fuhrman, Esq); (vii) Counsel to the Second Lien Agent, Latham & Watkins LLP, 885
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]
[email protected]@lrclaw.com
-and-
2{10s3.001-w0040700.}
Case 15-10585-LSS Doc 1166-1 Filed 02/22/16 Page 2 of 3Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 12 of 55
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
Counsel to the Official Committeeof Unsecured Creditors
3{10s3.001-w0040700.}
Case 15-10585-LSS Doc 1166-1 Filed 02/22/16 Page 3 of 3Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 13 of 55
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 1 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 14 of 55
Qui cks ila er Re s our c e s Inc.
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 2 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 15 of 55
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)
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 3 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 16 of 55
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 4 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 17 of 55
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)
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 5 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 18 of 55
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 6 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 19 of 55
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)
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 7 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 20 of 55
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 8 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 21 of 55
Qui cks ila er Re s our c e s Inc.
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 9 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 22 of 55
Qui cksila er Re s ourc e s Inc.
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)
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 10 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 23 of 55
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 11 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 24 of 55
Qui cksila er Re s our c e s Inc.
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
Case 15-10585-LSS Doc 1166-2 Filed 02/22/16 Page 12 of 12Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 25 of 55
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
Case 15-10585-LSS Doc 1166-3 Filed 02/22/16 Page 1 of 1Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 26 of 55
EXHIBIT C _ INVOICE FOR REIMBURSABLE ATTORNEYS' FEES AND EXPENSES
Case 15-10585-LSS Doc 1166-4 Filed 02/22/16 Page 1 of 6Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 27 of 55
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.
Case 15-10585-LSS Doc 1166-4 Filed 02/22/16 Page 2 of 6Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 28 of 55
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
Case 15-10585-LSS Doc 1166-4 Filed 02/22/16 Page 3 of 6Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 29 of 55
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
Case 15-10585-LSS Doc 1166-4 Filed 02/22/16 Page 4 of 6Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 30 of 55
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
Case 15-10585-LSS Doc 1166-4 Filed 02/22/16 Page 5 of 6Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 31 of 55
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.
Case 15-10585-LSS Doc 1166-4 Filed 02/22/16 Page 6 of 6Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 32 of 55
EXHIBIT D _ MOELIS RETENTION ORDER
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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.
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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
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o
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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
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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
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o ã.
b.
Case L5-10585-LSS Doc 332 Filed 05/08/L5 Page 5 of 6
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
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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
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EXHIBIT 1
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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-
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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
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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-
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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.
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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,
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'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-
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3'9 PARtr AVENUE
5rh FLOOR
NEW YORK, NEW YORK 10022
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 -
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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¡
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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
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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
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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 -
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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-
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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-
Case 15-10585-LSS Doc 1166-5 Filed 02/22/16 Page 21 of 21Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 53 of 55
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
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
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. 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.
))))))))
Case 15-10585-LSS Doc 1166-6 Filed 02/22/16 Page 1 of 2Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 54 of 55
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
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. 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
Case 15-10585-LSS Doc 1166-6 Filed 02/22/16 Page 2 of 2Case 15-10585-LSS Doc 1391-2 Filed 05/12/16 Page 55 of 55
EXHIBIT B — ELEVENTH MONTHLY FEE APPLICATION
Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 1 of 49
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELA\ryARE
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
Moelis & Company LLC
Offrcial Committee of Unsecured Creditors
Date of retention order: May 8, 2015, nunc pro tunc to March 30,2015
Period for which compensationand reimbursement are sought:
February 1,2016 through February 29,2016
Amount of compensation sought as
actual, reasonable, and necessary:$125,000.00
Amount of expense reimbursement soughtas actual, reasonable and necessary: $385.952
This is a(n) 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 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.
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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
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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
Case 15-10585-LSS Doc 1339 Filed 04/21/16 Page 3 of 9Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 4 of 49
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELA\ryARE
Chapter 11
In re:Case No. 15-10585 (LSS)
Quicksilver Resources Inc., et aI.,1
Jointly Administered
Debtors. Objection Deadline: May 12, 2016,at4:00 p.m.(prevailing Eastern time)
Hearing: Scheduled only if necessary
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
Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the
"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
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 [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.
)))
))
))))
Case 15-10585-LSS Doc 1339 Filed 04/21/16 Page 4 of 9Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 5 of 49
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.
In support of this Application, Moelis respectfully represents as follows:
BACKGROUND
1. On March 17, 2015 (the "Petítíon Døte"), 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 "Courf'). 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 "Formatíon 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)(l) 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.
5
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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 C, and the engagement letter between Moelis and the Committee is
annexed to the Moelis Retention Order as Exhibit I thereto (the"Engøgement Letter").
COMPENSATION REQUESTED FORSERVICES RENDERED DURING THE COMPENSATION PERIOD
4. Moelis' requested compensation for the Compensation Period includes Moelis'
Monthly Fee for February 2016 in the amount of $125,000.00.
5. During the Compensation Period, Moelis' financial advisor professionals
rendered approximately 232.0 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,' 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
administrative departments (including legal) are not required to maintain time records.
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
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 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
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(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,
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.
8. 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.
7
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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
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\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
Case 15-10585-LSS Doc 1339 Filed 04/21/16 Page 9 of 9Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 10 of 49
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)
NOTICE OF APPLICATION
TO: The above-captioned Debtors; Counsel to the Debtors; the Office of the United States
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
parties required to be given notice in the Interim Compensation Order.
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.
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 l'{ay 12,2016 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 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.}
Case 15-10585-LSS Doc 1339-1 Filed 04/21/16 Page 1 of 3Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 11 of 49
(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:
Steven M. Fuhrman, Esq); (vii) Counsel to the Second Lien Agent, Latham & Watkins LLP, 885
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.)
Case 15-10585-LSS Doc 1339-1 Filed 04/21/16 Page 2 of 3Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 12 of 49
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
Counsel to the Official Committeeof Unsecured Creditors
3{1053.001-w0041729.}
Case 15-10585-LSS Doc 1339-1 Filed 04/21/16 Page 3 of 3Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 13 of 49
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 1 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 14 of 49
Qui cks ila er Re s our c e s Inc,
Summary of Hours - February 20L6
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 2 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 15 of 49
Qui cks ila er Re s our c e s Inc.
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 3 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 16 of 49
Qui cks íIo er Re s ourc e s Inc.
Summary of Hours - February 2016
Total Hous: 24.0 hour(s)
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 4 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 17 of 49
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)
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 5 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 18 of 49
Qui cks ila er Re s ourc e s Inc.
Summary of Hours - February 2016
Total Hous: 25.5 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)
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 6 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 19 of 49
Qui cksila er Re s ourc e s Inc.
Summary of Hours - February 20L6
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 7 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 20 of 49
Qui cksila er Re s our c e s lnc,
Summary of Hours - Februarv 20L6
Total Hours: 26,0 hour(s)
Banker: Rachel Murray
Restructuring Case: Quicksilver Resources Inc.
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 8 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 21 of 49
Qui cksilo er Re s our c e s Inc,
Summary of Hours - February 2016
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)
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 9 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 22 of 49
Quicksilaer Res ources Inc.
Summary of Hours - Februarv 2016
Total Hours:
Banker
29.0 hour(s)
Vaibhav Goel
Restructuring Case: Quicksilver Resources Inc.
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)
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 10 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 23 of 49
Qui cks ìla er Re s ourc e s Inc,
Summary of Hours - February 2016
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)
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 11 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 24 of 49
Qui cks ila er Re s our c e s Inc.
Summary of Hours - February 2016
Total Hous:
Banken
26.0 hour(s)
Nicholas Kutenbach
Restructuring Case: Quicksilver Resouces Inc.
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
Case 15-10585-LSS Doc 1339-2 Filed 04/21/16 Page 12 of 12Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 25 of 49
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
Case 15-10585-LSS Doc 1339-3 Filed 04/21/16 Page 1 of 1Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 26 of 49
EXHIBIT C _ MOELIS RETENTION ORDER
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IN THE UNTED STATES BANKRUPTCY COIIRTFOR TITE DISTBICT OF DEI.AWARE
In re:
Quicksilver Resources Inc., et a1.,1
Chapbr 1.L
Case No. 15-10585 (LSS)
Jointly Administered
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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,
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Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Appliçation.
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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,
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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
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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 :
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b.
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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.
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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
granted in this Order in accordance with the Application.
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
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EXHIBIT 1
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MOELIS 6LaoMPANY
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3'9 PART AVENUE
5rh FLOOR
NEW YORK, NEW YORK 10022
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:
(a) assist the Committee in conducting a financial analysis of the Company's balance
sheet and its associated liabilities;
(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.
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'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
advisor) to discuss any Restructuring;
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
advice to the Committee or any other party.
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
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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
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 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)
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,,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.
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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,
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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
effect regardless of any such termination or expiration.
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
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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-
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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
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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
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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
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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
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 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.
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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
creation of an escrow)
A-2
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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.
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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)
Jointly Administered
)))
)))))
Debtors
CERTIFICATION OF COMPLIANCE WITH GUIDELINESF'OR F'EES AND DISBURSEMENTS FOR PROF'ESSIONALS
IN DISTRICT OF'DEI,AW BANKRUPTCY CASES
I, Barak Klein, certify that:
1. I am a managing director of Moelis & Company LLC ("Moelís"), 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 11 U.S.C. $ 330 (the
"Guídelines") in support of Moelis' foregoing Application (the "Applícøtíon"). I am Moelis'
Certifying Professional as defined in the Guidelines.
2. I have read the Application and certi$i 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
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.
Case 15-10585-LSS Doc 1339-5 Filed 04/21/16 Page 1 of 2Case 15-10585-LSS Doc 1391-3 Filed 05/12/16 Page 48 of 49
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 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
(including legal) are not required to keep time records, Moelis' non-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. As stated in the Moelis 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 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: 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
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EXHIBIT C — TWELFTH MONTHLY FEE APPLICATION
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 1 of 46
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
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)
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 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).
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 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.
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 2 of 46
(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
Rodney Square, 920 North King Street, Wilmington, DE 19801 (Attn: Paul N. Heath, Esq. and
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:
Steven M. Fuhrman, Esq); (vii) Counsel to the Second Lien Agent, Latham & Watkins LLP, 885
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]
[email protected]@lrclaw.com
-and-
2{1053.001-W0042133,)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 3 of 46
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
Counsel to the Official Committeeof Unsecured Creditors
3{1053.001-W0042133.)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 4 of 46
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF'DELAWARE
Chapter 11
In re:Case No. 15-10585 (LSS)
Quicksilver Resources Inc., et al.,rJointly Administered
Debtors. Objection Deadline: June 1, 2016, at 4:00 p.m.(prevailing Eastern time)
Hearing: Scheduled only if necessary
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:
Moelis & Company LLC
Official Committee of Unsecured Creditors
Date of retention order: May 8, 2015, nunc pro tunc to March 30,2015
Period for which compensationand reimbursement are sought:
March 1,2016 through March 31,2016
Amount of compensation sought as
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.
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 5 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 6 of 46
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
Chapter l1In re:
Case No. 15-10585 (LSS)
Quicksilver Resources Inc., et a1.,1
Jointly Administered
Debtors. Objection Deadline: June 1, 20160 at 4:00 p.m.(prevailing Eastern time)
Hearing: Scheduled only if necessary
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
Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the
"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.
))))
)))))
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 7 of 46
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.
In support of this Application, Moelis respectfully represents as follows:
BACKGROUNI)
1. On March 17, 2015 (the "Petítíon 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 "Courf'). 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 "Formøtìon 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 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.
4
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 8 of 46
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 B, and the engagement letter between Moelis and the Committee is
annexed to the Moelis Retention Order as Exhibit 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 March 2016 inthe amount of $125,000.00.
5. During the Compensation Period, Moelis' financial advisor professionals
rendered approximately 237.0 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,' 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. Additionally,
pursuant to the Moelis Retention Order, Moelis' non-restructuring professionals and person:rel in
administrative departments (including legal) are not required to maintain time records.
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
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.
*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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 9 of 46
(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'
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.
8. 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.
6
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 10 of 46
WHEREFORE, Moelis respectfully requests that an allowance be made to Moelis for
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 11 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 12 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 13 of 46
Qui cksila er Re s ource s Inc.
Summary of Hours - March 2016
Total Hous: 13.0 hour(s)
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)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 14 of 46
Qui cksila er Re s our ce s Inc.
Summary of Hours - March 2016
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 15 of 46
Quicksila er Re s ourc e s Inc.
Summary of Hours - March 2016
Total Hours: 41.0 hour(s)
Banker: Barak Klein
Restructuring Case: Quicksilver Resources Inc.
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 16 of 46
Quicksila er Re s ourc e s Inc.
Summary of Hours - March 2016
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 17 of 46
Quicks ila er Re s ource s Inc,
Summary of Hours - March 20L6
Totâl Hours:
Banken
13.5 hour(s)
AdamWaldman
Restructuring Case: Quicksilver Resources Inc.
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)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 18 of 46
Qui cksilzt er Re s ourc e s Inc,
Summary of Hours - March 20L6
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)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 19 of 46
Qui cks ila er Re s ourc e s Inc.
Summary of Hours - March 2016
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 20 of 46
Quicksila er Re s ourc es Inc,
Summary of Hours - March 20L6
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)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 21 of 46
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
Restructuring Case: Quicksilver Resouces Inc.
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 22 of 46
Qui cksila er Re s our c e s Inc.
Summary of Hours - March 2016
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)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 23 of 46
EXHIBIT B _ MOELIS RETENTION ORDER
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 24 of 46
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)
Jointly Administered
))))))))
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.
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 25 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 26 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 27 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 28 of 46
o â-
b.
Case 15-10585-LSS Doc 332 Filed 05/08/15 Page 5 of 6
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 29 of 46
I
Case L5-10585-LSS Doc 332 Filed 05/08/L5 Page 6 of 6
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
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.AURIE S. SILVERSTEINIJNITED STATES BAI.TKRUPTCY JUDGEt
o
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 30 of 46
Case L5-1-0585-LSS Doc 332-L Filed 05/08/L5 Page 1 of L9
EXHIBIT 1
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 31 of 46
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:
(a) assist the Committee in conducting a financial analysis of the Company's balance
sheet and its associated liabilities;
(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 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 32 of 46
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
advisor) to discuss any Restructuring;
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
advice to the Committee or any other party.
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-
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39' PARK ÂVßNUE
5rh FLOOR
NEW YORK, NEW YORK 10022
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
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 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-
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!'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-
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 35 of 46
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
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!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
effect regardless of any such termination or expiration.
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
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II' PARß AVENUS
5th FLOOR
NEW YORK, NEW YORK 10022
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 )
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Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 38 of 46
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-
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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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 40 of 46
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
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 41 of 46
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
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 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-
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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
creation of an escrow)
- A-2-
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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-
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 44 of 46
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
I, Barak Klein, certify that:
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
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
"Guídelines") in support of Moelis' foregoing Application (the "Applícatíon"). 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
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.
)))))))
)
Case 15-10585-LSS Doc 1391-4 Filed 05/12/16 Page 45 of 46
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 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
(including legal) are not required to keep time records, Moelis' non-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. As stated in the Moelis Retention
Application,' çu¡ 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: 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
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EXHIBIT D — MOELIS RETENTION ORDER
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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. )
)
CERTIFICATION OF COMPLIANCE WITH GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS
IN DISTRICT OF DELAWARE BANKRUPTCY CASES
I, Barak Klein, certify that:
1. 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 11 U.S.C. § 330 (the
“Guidelines”) 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
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.
Case 15-10585-LSS Doc 1391-6 Filed 05/12/16 Page 1 of 2
2
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 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
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. 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.
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: 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].
Case 15-10585-LSS Doc 1391-6 Filed 05/12/16 Page 2 of 2