Case LSS Doc 121 Filed 03/25/15 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case LSS Doc 121 Filed 03/25/15 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Quicksilver Resources Inc., et al., 1 Case No (LSS Debtors. Jointly Administered Hearing Date: April 15, 2015 at 2:00 p.m. (EDT Obj. Deadline: April 8, 2015 at 4:00 p.m. (EDT DEBTORS MOTION FOR AN ORDER AUTHORIZING AND APPROVING REJECTION OF CERTAIN EXECUTORY CONTRACTS NUNC PRO TUNC TO THE DATES SPECIFIED The debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors respectfully submit this Debtors Motion for an Order Authorizing and Approving Rejection of Certain Executory Contracts Nunc Pro Tunc to the Dates Specified (the Motion. In support of the Motion, the Debtors state as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b(2. 2. Venue in this Court is proper pursuant to 28 U.S.C and The predicates for the relief requested herein are section 105(a and 365(a of title 11 of the United States Code (the Bankruptcy Code and rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules. 2 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas

2 Case LSS Doc 121 Filed 03/25/15 Page 2 of 11 BACKGROUND A. General Background 4. On March 17, 2015 (the Petition Date, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107(a and These chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015 and Local Rule No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. No committees have been appointed or designated. B. Specific Background 5. The Debtors are engaged in the acquisition, exploration, development, and production of onshore oil and natural gas in North America. Prior to the Petition Date, the Debtors entered into various agreements with third parties in the ordinary course of business. 6. In connection with these chapter 11 cases, the Debtors are evaluating the necessity and cost efficiency of all of their executory contracts and unexpired leases. As part of this process, the Debtors determined that certain contracts and related agreements, which are described below and listed on Exhibit 1 to Exhibit A (the Rejected Contracts, are unnecessary and burdensome to the Debtors estates and should be rejected immediately: Transportation Contracts. Prior to the Petition Date, Quicksilver Resources Inc. ( QRI entered into various contracts with third parties for the transportation of extracted natural gas, including (i Contract No , dated August 21, 2008, as amended and supplemented from time to time, between QRI and Midcontinent Express Pipeline LLC (the MEP Contract, (ii the Rate Schedule FT, Firm Transportation Service Form of Service Agreement, Contract No , dated 2 Under rule (f of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules, the Debtors hereby confirm their consent to the entry of a final order by this Court in connection with this Motion if it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution. 2

3 Case LSS Doc 121 Filed 03/25/15 Page 3 of 11 February 1, 2008, between QRI and Trunkline Gas Company, LLC (the Trunkline Contract, and (iii the Section 311 Firm Transportation Agreement, dated May 13, 2009, between QRI and Enlink North Texas Pipeline, LP (formerly known as Crosstex North Texas Pipeline, L.P. (the Enlink Contract and, together with the MEP Contract and the Trunkline Contract, the Transportation Contracts. Based on recent changes in the market environment in which the Debtors operate, the Transportation Contract have become economically disadvantageous and do not provide any value to the Debtors estates. Additionally, in certain instances, the Debtors are unable to utilize available capacity under the Transportation Contracts because the Debtors instead transport gas to markets that are not serviced by the applicable contracts. By rejecting the Transportation Contracts, the Debtors estimate that they will realize cost savings of up to approximately $547,000 per month net of amounts attributable to outside interest owners. By this Motion, the Debtors are seeking to reject the Transportation Contracts, together with all amendments, supplements, restatements, and revisions thereto, nunc pro tunc to April 1, BP Contracts. Prior to the Petition Date, QRI and BP Energy Company ( BP Energy entered into a Base Contract for Sale and Purchase of Natural Gas, dated July 20, 2009 and the Confirmation, dated July 20, 2009 (together, the BP Contracts, pursuant to which the Debtors sell natural gas to BP Energy. As a result of changes in the natural gas market and the structure of the BP Contracts, the Debtors believe that the BP Contracts are no longer economic and do not provide any value to the Debtors estates. The Debtors estimate that they can increase sales revenue by up to approximately $258,000 per month net of amounts attributable to outside interest owners by rejecting the BP Contracts. By this Motion, the Debtors are seeking to reject the BP Contracts, together with all amendments, supplements, restatements, and revisions thereto, nunc pro tunc to April 1, Pirtlaw Letter Agreement. Prior the Petition Date, QRI entered into a mineral lease relating to Wolf Mountain Ranch located in Colorado (the Wolf Mountain Lease. In connection with an amendment and extension to the Wolf Mountain Lease, QRI, Pirtlaw Partners, Ltd., Robert L. Waltrip, and Wolf Mountain Ranch, LLC entered into a letter agreement dated October 22, 2013 (the Pirtlaw Letter Agreement. Pursuant to the Pirtlaw Letter Agreement, QRI agreed to, among other things, drill four wells on the leased premises. At the time that QRI entered into the Pirtlaw Letter Agreement, QRI had active operations in Colorado. Since that time, however, QRI has sold substantially all of its assets in Colorado and no longer has active operations there. Moreover, current oil prices make it uneconomic to drill in this area. Because the Debtors no longer have significant assets or operations in Colorado, the Pirtlaw Letter Agreement burdens the estates with unnecessary obligations and expenses. By this Motion, the Debtors are seeking to reject the Pirtlaw Letter Agreement nunc pro tunc to the Petition Date. Nomac Contract. Prior to the Petition Date, the Debtors entered into a contract with Nomac Drilling, L.L.C. for well drilling services (the Nomac Contract. 3

4 Case LSS Doc 121 Filed 03/25/15 Page 4 of 11 Because of market conditions in the oil and gas industry, this contract has become uneconomic and the pricing exceeds market standards. The terms of the Nomac Contract provide that the Debtors must pay for well drilling services regardless of whether and how often they are used for the duration of the contract s term. The Debtors believe that, after rejecting the Nomac Contract, they could solicit similar services for drilling at an estimated cost savings of up to $4,000 to $5,000 per day. Additionally, the Debtors believe that they could obtain more flexible terms. Therefore, the Debtors believe that rejecting the Nomac Contract is a reasonable exercise of their business judgment under the circumstances. By this Motion, the Debtors are seeking to reject the Nomac Contract nunc pro tunc to the Petition Date. HRB Consulting Agreements. Prior to the Petition Date, QRI entered into several consulting agreements in connection with marketing efforts related to the Horn River basin in British Columbia, Canada. Specifically relevant to this Motion, QRI entered into the following: (i the Consultant Agreement, dated January 13, 2012, as amended on October 1, 2012, and the letter agreement dated January 29, 2014 each with Zane Reiter d/b/a Zelta Capital Partners (collectively, the Zelta Consulting Agreement ; (ii the engagement letter dated December 6, 2011 as amended on March 27, 2013, with Credit Suisse Securities (USA LLC (the Credit Suisse Consulting Agreement ; (iii the Consultant Agreement, dated April 1, 2013, as amended effective April 1, 2013, with Bengal Expeditionary Partners LLC, Avascent International LLC, Jason Nye, and Stephan Ganyard (the Bengal Consulting Agreement ; and (iv an agreement with Thomas F. Darden, former Chairman of the Board of Directors of QRI, which governs the terms of Mr. Darden s retirement as an executive of QRI and provision of consulting services following his retirement (the Darden Separation Agreement and, collectively with the Zelta Consulting Agreement, the Credit Suisse Consulting Agreement, and the Bengal Consulting Agreement, the HRB Consulting Agreements. 3 The Darden Separation Agreement contemplated that Mr. Darden would be engaged by QRI as a consultant regarding QRI s pursuit of a strategic transaction in the Horn River Basin for the three-year period following his retirement (i.e., through December 31, 2016 and would receive a monthly consulting fee of $45,000, plus $12,500 per month and additional reimbursements with respect to certain business expenses. Further, under the terms of the Darden Separation Agreement, Mr. Darden is eligible to receive bonuses of up to $2,500,000 in the aggregate under certain circumstances in connection with certain possible future strategic transactions of the company occurring on or before December 31, The Debtors and their advisors have reviewed each of the HRB Consulting Agreements. Based on that review, the Debtors have determined that these services are no longer necessary to the operation of their business or to the pursuit of a strategic transaction for the Horn River basin. By 3 The Zelta Consulting Agreement, Credit Suisse Consulting Agreement, and Bengal Consulting Agreement were each terminated by QRI prior to the Petition Date. However, out of an abundance of caution and to the extent that any obligations survive termination of these agreements and render any of these agreements executory, the Debtors seek to reject them nunc pro tunc to the Petition Date. 4

5 Case LSS Doc 121 Filed 03/25/15 Page 5 of 11 this Motion, the Debtors are seeking to reject each of the HRB Consulting Agreements, together with all amendments, supplements, restatements, and revisions thereto, nunc pro tunc to the Petition Date. Jefferies Engagement Letter. Prior to the Petition Date, QRI and Jefferies & Company, Inc. ( Jefferies entered into an Engagement Letter, dated January 27, 2012 (the Jefferies Engagement Letter, pursuant to which QRI engaged Jefferies to provide advisory services to facilitate the sale, transfer, or other disposition of certain of the company s assets. The Jefferies Engagement Letter contemplates that Jefferies will receive, among other things, a transaction fee equal to the greater of $2 million or 1.5% of Transaction Value (as defined in the Jefferies Engagement Letter. Jefferies remains eligible to receive such transaction fee for up to 12 months after termination of the Jefferies Engagement Letter. Because they are no longer using Jefferies services, and are instead seeking to retain Houlihan Lokey Capital, Inc. as their financial advisor in these chapter 11 cases, the Debtors believe that the Jefferies Engagement Letter should be rejected to avoid an unnecessary financial burden on the Debtors estates in the form of a potential transaction fee payable to Jefferies. By this Motion, the Debtors are seeking to reject the Jefferies Engagement Letter nunc pro tunc to the Petition Date. 7. Based on the foregoing, the Debtors believe that the Rejected Contracts are uneconomical and burdensome to their estates. Accordingly, the Debtors believe that rejection of the Rejection Contracts nunc pro tunc to the dates specified above is essential to their reorganization in these chapter 11 cases and, therefore, is in the best interests of the Debtors, their estates, and their creditors. RELIEF REQUESTED 8. The Debtors submit this Motion pursuant to Bankruptcy Code sections 105(a and 365(a and Bankruptcy Rule 6006, requesting entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order, authorizing and approving the rejection of the Rejected Contracts, as set forth in Exhibit 1 to the Proposed Order, nunc pro tunc to April 1, 2015 for the Transportation Contracts and BP Contracts and to the Petition Date for the remaining Rejected Contracts. 5

6 Case LSS Doc 121 Filed 03/25/15 Page 6 of 11 SUPPORTING AUTHORITY A. Rejection of the Rejected Contracts Nunc Pro Tunc to the Dates Specified Is Appropriate and Provides the Debtors with Significant Cost Savings 9. Bankruptcy Code section 365(a provides that a debtor in possession, subject to the court s approval, may... reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a. The decision to assume or reject an executory contract is a matter within the business judgment of the debtor. See Nat l Labor Relations Bd. v. Bildisco & Bildisco (In re Bildisco, 682 F.2d 72, 79 (3d Cir ( The usual test for rejection of an executory contract is simply whether rejection would benefit the estate, the business judgment test. (citing 2 COLLIER ON BANKRUPTCY (15th ed. 1981; In re Trans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D. Del (noting that the business judgment standard is widely accepted in the context of rejecting executory contracts. Application of the business judgment standard requires a court to approve a debtor s business decision unless the decision is the product of bad faith, whim, or caprice. Lubrizol Enters., Inc. v. Richmond Metal Finishes, 756 F.2d 1043, 1047 (4th Cir. 1985; In re Caribbean Petroleum Corp., 444 B.R. 263, 268 (Bankr. D. Del Further, [t]his provision allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed. Stewart Title Guar. Co. v. Old Republic Nat l Title Ins. Co., 83 F.3d 735, 741 (5th Cir (citation omitted; see also In re Rickel Home Ctrs., Inc., 209 F.3d 291, 298 (3d Cir (citing Stewart Title. 10. Rejection of an executory contract is appropriate where such rejection would benefit the estate. Sharon Steel Corp. v. Nan Fuel Gas Distrib. Corp. (In re Sharon Steel Corp., 872 F.2d 36, (3d Cir Upon finding that a debtor has exercised its sound business judgment in determining that rejection of certain contracts is in the best interests of its creditors and all parties in interest, a court should approve the rejection under Bankruptcy Code section 6

7 Case LSS Doc 121 Filed 03/25/15 Page 7 of (a. In re Fed. Mogul Global, Inc., 293 B.R. 124, 126 (D. Del. 2003; see also In re Wheeling-Pittsburg Steel Corp., 59 B.R. 129, 136 (Bankr. W.D. Penn (discussing deference accorded by court to debtors decision to assume or reject an executory contract, which should be granted as a matter of course (quoting In re Summit Land Co., 13 B.R. 310, 315 (Bankr. D. Utah The rejection of the Rejected Contracts is a proper exercise of the Debtors business judgment. As set forth above, the Debtors are in the process of reviewing all of their executory contracts and unexpired leases. The Debtors, together with their advisors, have analyzed the Rejected Contracts and evaluated the benefits and burdens of such contracts. For the Debtors to adjust their operations to current market conditions and maximize the value of their estates, the Debtors believe that the Rejected Contracts must be rejected. As explained above, the Transportation Contracts and the BP Contracts are no longer economic from the perspective of the Debtors estates, and rejection of such contracts will enable the Debtors to realize significant cost savings. In addition, by rejecting the HRB Consulting Agreements and the Jefferies Engagement Letter, the Debtors will avoid incurring unnecessary financial burdens for services that are no longer being provided to the Debtors estates. Accordingly, the decision to reject the Rejected Contracts is a proper exercise of the Debtors business judgment, and rejection of the Rejected Contracts should be approved. B. Rejection of the Rejected Contracts Nunc Pro Tunc to the Dates Specified Is Appropriate Under the Circumstances 12. In authorizing the Debtors rejection of the Rejected Contracts, the Debtors request that such rejection be effective nunc pro tunc to April 1, 2015 with respect to the Transportation Contracts and BP Contracts and to the Petition Date for the remaining Rejected Contracts subject to this Motion. Bankruptcy courts are empowered to grant such retroactive 7

8 Case LSS Doc 121 Filed 03/25/15 Page 8 of 11 rejection of a contract or lease under Bankruptcy Code sections 105(a and 365(a. See, e.g., In re Chi-Chi s, Inc., 305 B.R. 396, 399 (Bankr. D. Del (acknowledging that a bankruptcy court may approve a rejection retroactive to the date the motion is filed after balancing the equities in the particular case; In re Fleming Cos., 304 B.R. 85, 96 (Bankr. D. Del (stating that rejection has been allowed nunc pro tunc to the date of the motion in certain circumstances; In re Filene s Basement, LLC, No (KJC (Bankr. D. Del. Nov. 22, 2011, [D.I. 246] (authorizing the rejection of executory contracts and unexpired leases nunc pro tunc to the petition date at a second day hearing; Thinking Machines Corp. v. Mellon Fin. Servs. Corp. (In re Thinking Machines Corp., 67 F.3d 1021, 1028 (1st Cir (noting that [i]n the section 365 context, this means that bankruptcy courts may enter retroactive orders of approval, and should do so when the balance of equities preponderates in favor of such remediation. 13. Indeed, courts in this jurisdiction have considered and allowed retroactive rejection to dates before entry of the order approving the rejection. See, e.g., In re Energy Future Holdings Corp., No (CSS (Bankr. D. Del. June 30, 2014 [D.I. 1316] (authorizing nunc pro tunc rejection of lease; In re Longview Power, LLC, Case No (BLS (Bankr. D. Del. June 23, 2014 [D.I. 1309] (authorizing rejection of leases nunc pro tunc to filing date of motion; In re QCE Fin. LLC, Case No (PJW (Bankr. D. Del. Apr. 22, 2014 [Docket No. 238] (authorizing rejection of executory contract effective nunc pro tunc to petition date; In re EWGS Intermediary, LLC, No (MFW (Bankr. D. Del. Mar. 24, 2014 [D.I. 326] (authorizing nunc pro tunc rejection of certain real property leases; In re Old FENM Inc., No (KJC (Bankr. D. Del. Jan. 23, 2014 [D.I. 507] (same; In re OnCure Holdings, Inc., 8

9 Case LSS Doc 121 Filed 03/25/15 Page 9 of 11 No (KG (Bankr. D. Del. Aug. 20, 2013 [D.I. 274] (authorizing rejection of unexpired lease nunc pro tunc to petition date. 14. Here, the balance of the equities favors rejection nunc pro tunc to April 1, 2015 for the Transportation Contracts and BP Contracts and to the Petition Date for the remaining Rejected Contracts. As set forth above, the Rejected Contracts provide no benefit to the Debtors, and instead impose a financial burden on the Debtors estates. Absent retroactive rejection, the Debtors could be forced to incur unnecessary administrative charges and obligations under the Rejected Contracts without any corresponding tangible benefit to their estates. Moreover, the Debtors filed this Motion on March 25, 2015 only eight days after the Petition Date and prior to the date upon which they are seeking to make rejection of the Transportation Contracts and BP Contracts effective. Accordingly, the Debtors respectfully submit that it is fair and equitable for the Court to hold that the Rejected Contracts are rejected nunc pro tunc to the dates specified herein. WAIVER OF BANKRUPTCY RULE 6004(h 15. Given the nature of the relief requested herein, the Debtors respectfully request a waiver of the fourteen-day stay under Bankruptcy Rule 6004(h. Pursuant to Bankruptcy Rule 6004(h, [a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(h. The Debtors submit that, under the circumstances, ample cause exists to justify the waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h, to the extent it applies. DEBTORS RESERVATION OF RIGHTS 16. Nothing contained herein is intended or should be construed as an admission as to the validity of any claim against the Debtors, a waiver of the Debtors rights to dispute any 9

10 Case LSS Doc 121 Filed 03/25/15 Page 10 of 11 claim, or an approval or assumption of any agreement, contract, or lease under Bankruptcy Code section 365. Likewise, if this Court grants the relief sought herein, any payment made pursuant to the Court s order is not intended and should not be construed as an admission as to the validity of any claim or a waiver of the Debtors rights to dispute such claim subsequently. NO PRIOR MOTION 17. No prior motion for the relief requested herein has been made by the Debtors to this or to any other court. NOTICE 18. No trustee, examiner, or creditors committee has been appointed in these chapter 11 cases. The Debtors have provided notice of this Motion to (a the Office of the United States Trustee for the District of Delaware, Attn: Jane Leamy, Esq.; (b the entities listed on the Consolidated List of Creditors Holding the 30 Largest Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d; (c counsel to the agents under the Debtors pre-petition credit facilities; (d counsel to the Ad Hoc Group of Second Lienholders; (e counsel to the indenture trustees under the Debtors pre-petition indentures; (f the United States Securities and Exchange Commission; (g the United States Internal Revenue Service; and (h any parties entitled to notice pursuant to Local Rule (b. In light of the nature of the relief requested in this Motion, the Debtors respectfully submit that no further notice is necessary. 10

11 Case LSS Doc 121 Filed 03/25/15 Page 11 of 11 WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the Court (a enter the Proposed Order substantially in the form annexed hereto as Exhibit A granting the relief requested in the Motion and (b grant such other and further relief as may be just and proper. Wilmington, Delaware Date: March 25, 2015 /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A. Paul N. Heath (DE 3704 Amanda R. Steele (DE 5530 Rachel L. Biblo (DE 6012 One Rodney Square 920 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( and AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs (admitted pro hac vice Sarah Link Schultz (admitted pro hac vice 1700 Pacific Avenue, Suite 4100 Dallas, Texas Telephone: ( Facsimile: ( Ashleigh L. Blaylock (admitted pro hac vice Kevin M. Eide (admitted pro hac vice Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC Telephone: ( Facsimile: ( PROPOSED COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION 11

12 Case LSS Doc Filed 03/25/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Quicksilver Resources Inc., et al., 1 Case No (LSS Debtors. Jointly Administered Hearing Date: April 15, 2015 at 2:00 p.m. (EDT Obj. Deadline: April 8, 2015 at 4:00 p.m. (EDT NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that, on March 25, 2015, the above-captioned debtors and debtors in possession (collectively, the Debtors filed the Debtors Motion for an Order Authorizing and Approving Rejection of Certain Executory Contracts Nunc Pro Tunc to the Dates Specified (the Motion with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that, any responses or objections to the Motion must be filed in writing with the Bankruptcy Court, 824 N. Market Street, 3 rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Debtors on or before April 8, 2015 at 4:00 p.m. (Eastern Daylight Time. PLEASE TAKE FURTHER NOTICE that, if an objection is timely filed, served and received and such objection is not otherwise timely resolved, a hearing to consider such objection and the Motion will be held before The Honorable Laurie Selber Silverstein at the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas

13 Case LSS Doc Filed 03/25/15 Page 2 of 2 Bankruptcy Court, 824 N. Market Street, 6 th Floor, Courtroom 2, Wilmington, Delaware on April 15, 2015 at 2:00 p.m. (Eastern Daylight Time. IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Wilmington, Delaware Date: March 25, 2015 /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A. Paul N. Heath (DE 3704 Amanda R. Steele (DE 5530 Rachel L. Biblo (DE 6012 One Rodney Square 920 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( and AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs (admitted pro hac vice Sarah Link Schultz (admitted pro hac vice 1700 Pacific Avenue, Suite 4100 Dallas, Texas Telephone: ( Facsimile: ( Ashleigh L. Blaylock (admitted pro hac vice Kevin M. Eide (admitted pro hac vice Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC Telephone: ( Facsimile: ( PROPOSED COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION 2

14 Case LSS Doc Filed 03/25/15 Page 1 of 7 Exhibit A Proposed Order

15 Case LSS Doc Filed 03/25/15 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Quicksilver Resources Inc., et al., 1 Case No (LSS Debtors. Jointly Administered ORDER AUTHORIZING AND APPROVING REJECTION OF CERTAIN EXECUTORY CONTRACTS NUNC PRO TUNC TO THE DATES SPECIFIED Upon the Motion 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of this Order pursuant to Bankruptcy Code sections 105(a and 365(a and Bankruptcy Rule 6006 authorizing and approving the Debtors rejection of the Rejected Contracts set forth on Exhibit 1 attached hereto nunc pro tunc to the dates specified in the Motion; and the Court having jurisdiction to consider this Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding in accordance with 28 U.S.C. 157(b(2; and venue being proper in this District pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion being adequate and appropriate under the particular circumstances; and a hearing having been held to consider the relief requested in the Motion; and upon the record of the hearing, and all proceedings had before the Court; and the Court having found and determined 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the Motion.

16 Case LSS Doc Filed 03/25/15 Page 3 of 7 that the relief sought in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and any objections to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED: 1. The Motion is granted as set forth herein. 2. Each of the Rejected Contracts set forth on Exhibit 1 attached hereto is hereby rejected. Such rejection shall be effective nunc pro tunc to April 1, 2015 for the Transportation Contracts and the BP Contracts, and effective nunc pro tunc to the Petition Date for the Pirtlaw Letter Agreement, the Nomac Contract, the HRB Consulting Agreements, and the Jefferies Engagement Letter. 3. Any claims based on the rejection of the Rejected Contracts shall be filed in accordance with the bar date for filing proofs of claim, to be established by the Court at a later date. 4. Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained in this Order shall constitute, nor is it intended to constitute, an admission as to the validity or priority of any claim against the Debtors, the creation of an administrative priority claim on account of the pre-petition obligations sought to be paid, or the assumption or adoption of any contract or agreement under Bankruptcy Code section Notice of the Motion as provided herein shall be deemed good and sufficient and such notice satisfies the requirements of Bankruptcy Rule 6004(a and the Local Rules. 6. Notwithstanding the possible applicability of Bankruptcy Rule 6004(h, this order shall be immediately effective and enforceable upon its entry. 2

17 Case LSS Doc Filed 03/25/15 Page 4 of 7 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this order. 8. The Court retains jurisdiction with respect to all matters arising from or related to the interpretation or implementation of this order. Wilmington, Delaware Date: April, 2015 THE HONORABLE LAURIE SELBER SILVERSTEIN UNITED STATES BANKRUPTCY JUDGE 3

18 Case LSS Doc Filed 03/25/15 Page 5 of 7 Exhibit 1 List of Rejected Contracts

19 Case LSS Doc Filed 03/25/15 Page 6 of 7 Description of Contract Consultant Agreement, dated April 1, 2013, together with all amendments, supplements, restatements, and revisions thereto Base Contract for Sale and Purchase of Natural Gas, dated July 20, 2009, together with all amendments, supplements, restatements, and revisions thereto Confirmation, dated July 20, 2009, together with all amendments, supplements, restatements, and revisions thereto Letter agreement, dated December 6, 2011, together with all amendments, supplements, restatements, and revisions thereto Contract No. TRN 00455, Section 311 Firm Gas Transportation Agreement, dated May 13, 2009, together with all amendments, supplements, restatements, and revisions thereto Engagement Letter, dated January 27, 2012, together with all amendments, supplements, restatements, and revisions thereto Contract No , dated August 21, 2008, together with all amendments, supplements, restatements, and revisions thereto Daywork Drilling Contract, dated July 9, 2014, together with all amendments, Counterparties Avascent International LLC Stephan Ganyard 1615 L Street NW Suite 1200 Washington, DC Bengal Expeditionary Partners LLC 9020 Virginia Terrace Lorton, VA Jason Nye th Avenue SW Seattle, WA BP Energy Company Attn: Contract Services P.O. Box 3092 Houston, TX Credit Suisse Securities (USA LLC Attn: Tim Perry Eleven Madison Avenue New York, NY EnLink North Texas Pipeline, LP f/k/a Crosstex North Texas Pipeline, L.P. Attn: Contract Administration 2501 Cedar Springs, Suite 100 Dallas, TX Jefferies & Company, Inc. Attn: General Counsel 520 Madison Avenue New York, NY Midcontinent Express Pipeline LLC 1001 Louisiana Street Suite 1000 Houston, TX Nomac Drilling, L.L.C. Rig 308

20 Case LSS Doc Filed 03/25/15 Page 7 of 7 supplements, restatements, and revisions thereto Letter Agreement regarding Quicksilver Well Commitment Proposal, dated October 22, 2013, together with all amendments, supplements, restatements, and revisions thereto Agreement, dated May 15, 2013 Rate Schedule FT, Firm Transportation Service Form of Service Agreement, Contract No , dated February 1, 2008, together with all amendments, supplements, restatements, and revisions thereto Consultant Agreement, dated January 13, 2012, together with all amendments, supplements, restatements, and revisions thereto 3400 S. Radio Road El Reno, OK Pirtlaw Partner, Ltd. P.O. Box Houston, TX Robert L. Waltrip 1929 Allen Parkway 12 th Floor Houston, TX Wolf Mountain Ranch, LLC 1929 Allen Parkway Houston, TX Thomas F. Darden 44 Valley Ridge Rd. Fort Worth, Texas With a copy to: Fred S. Stovall Patton Boggs LLP 2000 McKinney Ave., Suite 1700 Dallas, Texas Trunkline Gas Company, LLC Attn: Customer Service P.O. Box 4967 Houston, TX Zane Reiter Zelta Capital Partners Suite Lower Ground Floor St. John Street London, EC1V 4PW United Kingdom 2