IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) 1 ) Case No (LSS) ) Debtors. ) Jointly Administered ) FIRST MONTHLY FEE APPLICATION OF KPMG LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS TAX CONSULTANTS TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 17, 2015 THROUGH APRIL 30, 2015 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: KPMG LLP Debtors and Debtors in Possession May 08, 2015 Nunc Pro Tunc to March 17, 2015 Amount of Compensation sought as actual, reasonable and necessary: $ 309, Amount of Expense Reimbursement sought as actual, reasonable and necessary: $ This is a: X Monthly Interim Final Application The Application does not request compensation at this time for services rendered in preparing this Application. The Applicant intends to seek such compensation at a later date. 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 ATTACHMENT B TO FEE APPLICATION Name of Professional Person Discounted Hourly Billing Rate Total Hours Billed Position Total Compensation Adam C. Smith Manager -Tax $ $ 5, Andrew Wigmore Senior Associate - Tax $ $ 6, Ashby Corum Partner - WNT $ $ Audra Johnson Senior Associate - Tax $ $ Brittny Laukhuff Manager -Tax $ $ 45, Chuck Thompson Principal - M&A $ $ 16, Drake Jenkins Manager - WNT $ $ 2, Jared Jones Manager - M&A $ $ 37, Jeffrey Robertson Associate - M&A $ $ 17, Josh Prywes Senior Associate - M&A $ $ 5, Kyle Kidd Manager - M&A $ $ 30, Milind Shah Senior Manager - WNT $ $ Monica Plangman Associate Director- Bankruptcy $ $ 4, Randell Gartin Senior Manager - M&A $ $ 70, Reid Johnston Manager - M&A $ $ 33, Robert Calloway Senior Manager - M&A $ $ 1, Robert Liquerman Principal - WNT $ $ Tim Olson Managing Director - Fed Tax $ $ 4, Tong Chen Senior Manager - Fed Tax $ $ 1, Yinka Kukoyi Managing Director - M&A $ $ 16, Wendy Shaffer Senior Associate - Bankruptcy $ $ 7, Total Hours and Discounted Fees $ 309, Blended Hourly Rate COMPENSATION BY PROJECT CATEGORY Project Category Total Hours Billed Total Fees Requested $ 294, Retention Services 21.2 $ 6, Fee Statement and Fee Application Preparation 43.3 $ 8, Total $ 309, EXPENSE SUMMARY Service Description Amount Airfare $ Lodging $ - Travel Meals $ - Ground Transportation $ Miscellaneous $ - Total $

3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) ) Case No (LSS) ) Debtors. ) Jointly Administered ) FIRST MONTHLY FEE APPLICATION OF KPMG LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS TAX CONSULTANTS TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 17, 2015 THROUGH APRIL 30, 2015 KPMG LLP, ( KPMG ) as Tax Consultants to the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) files this First Monthly Fee Application (the Application ), pursuant to section 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). By this Application, KPMG seeks the allowance of compensation for professional services performed and actual and necessary expenses incurred by KPMG for the period from March 17, 2015 through and including April 30, 2015 (the Compensation Period ), in the amount of $310, and respectfully represents: 3

4 Background 1. On March 17, 2015 (the Petition Date ), each of the Debtors filed a voluntary petition with the Court under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. The Debtors filed an application to Retain and Employ KPMG LLP as a Tax Consultant on April 21, 2015 (the Retention Application ) [D.I. 245] and in support of the Retention Application, the Debtors submitted the Declaration of Chuck Thompson (the Thompson Declaration ). 3. By this Court s Order, dated May 08, 2015 [D.I. 333] (the Retention Order ), the Debtors were authorized to retain and employ KPMG LLP as a Tax Consultant Nunc Pro Tunc as of the Petition Date. The Retention Order authorizes the Debtors to compensate KPMG in accordance with the procedures set forth in section 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other procedures as were fixed by order of the Court. Jurisdiction 4. The United States Bankruptcy Court for the District of Delaware (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and

5 5. The statutory bases for the relief requested herein are sections 327(a) and 330 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Local Bankruptcy Rules and Summary of Application 6. During the Compensation Period, KPMG performed the services for which it is seeking compensation on behalf of or for the Debtors and their estates and not on behalf of any committee, creditor or other person. By this Application, KPMG requests allowance of monthly compensation of professional fees totaling $309,299.50, and payable in accordance with the Interim Compensation Order at eighty percent (80%) of fees or $247, and reimbursement of one hundred percent (100%) of necessary and actual out-of-pocket expenses in the amount of $ Summary of Services Rendered During the Compensation Period 7. This Application is KPMG s First Monthly Fee Application for compensation and expense reimbursement filed in these chapter 11 cases, as referenced in Attachment B. During the Compensation Period, KPMG provided significant professional services to the Debtors in their efforts to navigate their business through the chapter11 process. 8. Set forth below is a summary of the significant professional services that KPMG rendered to the Debtors during the Compensation Period and 5

6 annexed hereto as Exhibit A is a chart depicting KPMG professionals who rendered these services. Tax Consulting Services Analysis of any Section 382 issues including: roll-forward of historical section 382 matters and section 382 issues arising in connection with restructuring; analysis of net unrealized built-in gain/net unrealized built-in loss ( NUBIG/NUBIL ) including under Notice ; analysis under sections 382(l)(5) and (l)(6); analysis of section 382 state tax jurisdictions; Analysis of Debtors tax attributes including net operating losses, credits, and tax basis in the stock of its subsidiaries; Analysis of the tax implications of various reorganization structures; Analysis of the deductibility of post-petition interest on unsecured debt obligations; Analysis of the liabilities subject to compromise which could yield a tax deduction or cancellation of indebtedness income; Determination of the amount and location of any cancellation of indebtedness income resulting from a restructuring; Determination of the amount of any cancellation of indebtedness by entity that is attributable to liabilities that would have resulted in a deduction when paid; Analysis of Section 108(b)(5) and 1017(b)(3)(D) elections; Analysis of the tax implications related to the modification or settlement of any third party or intercompany debt; and Analysis of the tax implications of any reorganization/bankruptcy plan of reorganization. Retention Services Services included researching client bankruptcy with regards to retention; the preparation of KPMG s declaration and retention order; discussions with KPMG s Office of General Counsel; and discussions and correspondence with Debtors counsel related to employment application. Fee Statement and Fee Application Preparation The billing procedures required by the US Trustee Guidelines differ from KPMG s normal billing procedures and as such, the Local Rules and the Interim Compensation Order entered in these cases have required significant effort to inform the timekeepers of their responsibilities, compile the detailed time and expenses entries, 6

7 prepare detailed and summary schedules of fees and expenses incurred, and draft the narratives and schedules included in the monthly fee application. 6. During the Compensation Period, KPMG billed the Debtors for time expended by professionals based on hourly rates ranging from $180 to $660 per hour. The rates reflected in this Application represent approximately a 27% to 44% discount from KPMG s standard rates. Of the aggregate time expended, 27.3 hours were expended by partners and principals, 47.2 hours were expended by managing directors and directors, hours were expended by senior managers and managers, and hours were expended by senior associates and associates. KPMG s blended hourly rate for services provided during the Compensation Period is $ In addition to Attachment B, a summary of the hours and fees incurred by professional and category is annexed hereto as Exhibit A and Exhibit B, respectively, and described in detail in the time records annexed hereto as Exhibits C1 C3. KPMG maintains contemporaneous records of the time expended for the professional services and expenses related hereto performed in connection with these chapter 11 cases and such records are maintained in the ordinary course of business. 8. KPMG charges its fees in these cases in accordance with the terms set forth in the Retention Application and the corresponding Thompson Declaration. The fees applied for herein are based on the usual and customary fees KPMG charges to tax clients and are commensurate with the usual and customary rates charged for services performed. 7

8 9. KPMG respectfully submits that the amounts applied for herein for professional services rendered on behalf of the Debtors in these cases to date are fair and reasonable given: (a) the time expended; (b) the nature and extent of the services performed at the time at which such services were rendered; (c) the value of such services; and (d) the costs of comparable services other than in these chapter 11 cases. 10. The time and labor expended by KPMG during the Compensation Period has been commensurate with the size and complexity of these cases. In rendering these services, KPMG has made every effort to maximize the benefit to the Debtors estates, to work efficiently with the other professionals employed in these cases, and to leverage staff appropriately in order to minimize duplication of effort. 11. During the Compensation Period, KPMG provided a focused range of professional services as requested by the Debtors. KPMG respectfully submits that these services: (a) were necessary and beneficial to the successful and prompt administration of these cases; and (b) have been provided in a cost efficient manner. 12. Except as provided in section 504(b) of the Bankruptcy Code, KPMG has not shared, or agreed to share, any compensation received as a result of these cases with any person, firm or entity. Except as set forth in the Retention Order, no promises concerning compensation have been made to KPMG by any firm, person or entity. 8

9 Summary of Actual and Necessary Expenses During the Compensation Period 13. Attached hereto as Exhibit D1, and incorporated herein by reference, is a detailed description of the actual and necessary expenses incurred by KPMG in connection with its employment with the Debtors during the Compensation Period. As set forth on Exhibit D and D1, KPMG seeks reimbursement of actual and necessary expenses incurred by KPMG during the Compensation Period in the aggregate amount of $ These expenses are reasonable and necessary in light of the size and complexity of the Debtors cases. Reservation To the extent that time for services rendered or disbursements incurred relate to the Compensation Period, but were not processed prior to the preparation of this Application, KPMG reserves the right to request additional compensation for such services and reimbursement of such expenses in a future application. Furthermore, KPMG reserves the right to seek final approval of the fees and expenses requested herein. [The remainder of this page is intentionally left blank] 9

10 Conclusion WHEREFORE, subject to the terms of the Interim Compensation Order, KPMG respectfully requests that the Court approve the compensation of $309, as compensation for professional services rendered during the Compensation Period and reimbursement for actual and necessary expenses totaling $ that KPMG incurred in rendering such services. Dated: June 10, 2015 Respectfully submitted Chuck Thompson KPMG LLP 717 North Harwood Street Dallas, Texas

11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) ) Case No (LSS) ) ) Jointly Administered Debtors. ) ) DECLARATION PURSUANT TO RULE OF THE LOCAL RULES OF BANKRUPTCY PROCEDURE FOR THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE I, Chuck Thompson, being duly sworn, deposes and says: 1. I am a Principal of KPMG LLP ( KPMG ), a professional services firm. 2. By Order dated May 08, 2015, KPMG was retained to perform Bankruptcy Tax Consulting Services for the above captioned debtors and debtors in possession (the Debtors ). I submit this Declaration in conjunction with KPMG s application, dated June 10, 2015 (the Application ) for KPMG s first monthly fee application for compensation and allowance of expenses for the period. 3. I have personally performed some of the services rendered by KPMG to the Debtors and am thoroughly familiar with the other work performed on behalf of the Debtors by the professionals of KPMG. 4. I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Rule of the Local Rules of Bankruptcy Procedure for the United States Bankruptcy Court for the District of Delaware, and submit that the Application substantially complies with such Rule.

12 I declare under the penalty of perjury that the foregoing is true and correct. Executed this 10th day of June, Chuck Thompson KPMG LLP 717 North Harwood Street Dallas, Texas

13 Case LSS Doc Filed 06/10/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) 1 ) Case No (LSS) ) Debtors. ) Jointly Administered ) ) Obj. Deadline: July 1, 2015 at 4:00 p.m. (EDT) NOTICE OF FEE APPLICATION PLEASE TAKE NOTICE that KPMG LLP, (the Applicant ) has today filed the attached First Monthly Fee Application of KPMG LLP for Compensation for Services Rendered and Reimbursement of Expenses as Tax Consultants to the Debtors and Debtors in Possession for the Period from March 17, 2015 Through April 30, 2015 (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated April 14, 2015 [Docket No. 195] (the Interim Compensation Order ), and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801, and be served upon and received by: (i) the Debtors, 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102; (ii) counsel to the Debtors, Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Ave., Suite 4100, Dallas, Texas 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

14 Case LSS Doc Filed 06/10/15 Page 2 of 3 (Attn: Charles R. Gibbs and Sarah Link Schultz); (iii) Delaware counsel to the Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE (Attn: Paul N. Heath and Amanda R. Steele); (iv) counsel to the global administrative agent for the first lien lenders, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY (Attn: Steven M. Fuhrman); (v) counsel to second lien agent, Latham & Watkins LLP, 885 Third Avenue, New York, NY (Attn: Mitchell A. Seider and David A. Hammerman); (vi) counsel to the ad hoc group of second lienholders, Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY (Attn: Dennis F. Dunne and Samuel A. Khalil); (vii) the Office of the United States Trustee for the District of Delaware, 844 King Street, Room 2207, Lockbox #35, Wilmington, Delaware (Attn: Jane Leamy); (viii) counsel to the Official Committee of Unsecured Creditors, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY (Attn: Andrew N. Rosenberg, Elizabeth R. McColm and Adam M. Denhoff); and (ix) the Applicant, KPMG LLP, 717 North Harwood Street, Dallas, Texas (Attn: Chuck Thompson) no later than 4:00 p.m. (Eastern Daylight Time) on July 1, 2015 (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received in accordance with this notice and the Interim Compensation Order, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Interim Compensation Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Compensation Order, if no objection to the Application is timely filed, served and received by the Objection 2

15 Case LSS Doc Filed 06/10/15 Page 3 of 3 Deadline, the Applicant may be paid an amount equal to the lesser of (i) 80% of the fees and 100% of expenses requested in the Application or (ii) 80% of the fees and 100% of the expenses not subject to an objection without the need for further order of the Bankruptcy Court. Wilmington, Delaware Date: June 10, 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: (302) Facsimile: (302) 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: (214) Facsimile: (214) Ashleigh L. Blaylock (admitted pro hac vice) Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC Telephone: (202) Facsimile: (202) COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION 3

16 EXHIBIT A Summary Of Hours and Discounted Fees Incurred By Professional Professional Position Current Hours Billed Discounted Hourly Rate Discounted Fees Billed Adam C. Smith Manager -Tax 10.0 $ 500 $ 5, Andrew Wigmore Senior Associate - Tax 16.6 $ 400 $ 6, Ashby Corum Partner - WNT 1.0 $ 660 $ Audra Johnson Senior Associate - Tax 1.6 $ 400 $ Brittny Laukhuff Manager -Tax 90.2 $ 500 $ 45, Chuck Thompson Principal - M&A 25.6 $ 660 $ 16, Drake Jenkins Manager - WNT 5.9 $ 500 $ 2, Jared Jones Manager - M&A 75.6 $ 500 $ 37, Jeffrey Robertson Associate - M&A 74.4 $ 240 $ 17, Josh Prywes Senior Associate - M&A 13.5 $ 400 $ 5, Kyle Kidd Manager - M&A 60.4 $ 500 $ 30, Milind Shah Senior Manager - WNT 0.5 $ 600 $ Monica Plangman Associate Director- Bankruptcy 16.1 $ 255 $ 4, Randell Gartin Senior Manager - M&A $ 600 $ 70, Reid Johnston Manager - M&A 67.6 $ 500 $ 33, Robert Calloway Senior Manager - M&A 2.5 $ 600 $ 1, Robert Liquerman Principal - WNT 0.7 $ 660 $ Tim Olson Managing Director - Fed Tax 6.4 $ 660 $ 4, Tong Chen Senior Manager - Fed Tax 2.2 $ 600 $ 1, Yinka Kukoyi Managing Director - M&A 24.7 $ 660 $ 16, Wendy Shaffer Senior Associate - Bankruptcy 42.8 $ 180 $ 7, Total Hours and Discounted Fees $ 309, Discounted Fees $ 309, Out of Pocket Expenses $ Subtotal of Fees and Out of Pocket Expenses $ 310, less Holdback Adjustment (20%) $ (61,859.90) Net Requested Fees & Out of Pocket Expenses $ 248, Blended Hourly Rate $ KPMG LLP Monthly Fee Statement Page 1 of 59

17 EXHIBIT B Summary of Hours and Discounted Fees Incurred by Category Category Exhibit Hours Fees C $ 294, Retention Services C $ 6, Fee Statement and Fee Application Preparation C $ 8, Total $ 309, KPMG LLP Monthly Fee Statement Page 2 of 59

18 Jared Jones 03/17/15 Perform review of Quicksilver Resources Inc. (QRI) stock ownership report as of 3/17/15 in order to prepare for upcoming meeting with KPMG team. Drake Jenkins 03/17/15 Discussion with J. Zelnik (KPMG) to discuss Bloomberg displays trading prices focusing on which trading prices (or combination of trading prices) is reasonable to use as a debt's issue price. Kyle Kidd 03/17/15 Discussion regarding outside tax basis of partnership with regards to QRI tax restructuring. KPMG: (K. Kidd, R. Gartin). Randell Gartin 03/17/15 Discussion regarding outside tax basis of partnership with regards to QRI tax restructuring. KPMG: (K. Kidd, R. Gartin). Kyle Kidd 03/17/15 Perform reconciliation of QRI tax basis balance sheet to the deferred tax provision balances for purposes of calculating NUBIG (Net Unrealized Built-In Gain). Brittny Laukhuff 03/17/15 Participate in discussion regarding next steps related to post-bankruptcy filing focusing on tax planning perspective. KPMG: (B. Laukhuff, C. Thompson, Y. Kukoyi). Reid Johnston 03/17/15 Analyzed the taxable income reports from KPMG 1502 model to facilitate the QRI subsidiary stock basis calculation. Kyle Kidd 03/17/15 Calculation of tax basis balance sheet / preparation of related summary schedules for purposes of section 382, attribute reduction. Reid Johnston 03/17/15 Input of taxable income data into KPMG 1502 model to facilitate the QRI subsidiary stock basis calculation. Yinka Kukoyi 03/17/15 Participate in discussion regarding next steps related to post-bankruptcy filing focusing on tax planning perspective. KPMG: (B. Laukhuff, C. Thompson, Y. Kukoyi). Brittny Laukhuff 03/18/15 Draft correspondence regarding upcoming discussion with Akin Gump, QRI, and KPMG to list out follow up items / outstanding issues related to tax restructuring project as of 3/18/15. Brittny Laukhuff 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). Josh Prywes 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). 0.2 $500 $ $500 $ $500 $ $600 $ $500 $ $500 $ $500 $ $500 $ 1, $660 $ $500 $ $500 $ $400 $ KPMG LLP Monthly Fee Statement Page 3 of 59

19 Kyle Kidd 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). Randell Gartin 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). Reid Johnston 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). Tim Olson 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). Brittny Laukhuff 03/18/15 Discussion with T. Olson, K. Kidd, R. Gartin, B. Laukhuff (KPMG) to reconcile the QRI tax basis balance sheet. Kyle Kidd 03/18/15 Discussion with T. Olson, K. Kidd, R. Gartin, B. Laukhuff (KPMG) to reconcile the QRI tax basis balance sheet. Randell Gartin 03/18/15 Discussion with T. Olson, K. Kidd, R. Gartin, B. Laukhuff (KPMG) to reconcile the QRI tax basis balance sheet. Tim Olson 03/18/15 Discussion with T. Olson, K. Kidd, R. Gartin, B. Laukhuff (KPMG) to reconcile the QRI tax basis balance sheet. Randell Gartin 03/18/15 Meeting with K. Kidd (KPMG) regarding outside tax basis in the TG Barnett Resources Tax partnership. Kyle Kidd 03/18/15 Meeting with R. Gartin (KPMG) regarding outside tax basis in the TG Barnett Resources Tax partnership. Randell Gartin 03/18/15 Performed senior manager review of 382 report focusing on accuracy of content. Reid Johnston 03/18/15 Perform manager review of stock basis non-capital/nondeductible adjustment for tax years Jared Jones 03/18/15 Meeting with J. Robertson, Y. Kukoyi, R. Gartin, J. Jones (all KPMG) to discuss stock ownership of Darden Family Group for section 382 purposes. Jeffrey Robertson 03/18/15 Meeting with J. Robertson, Y. Kukoyi, R. Gartin, J. Jones (all KPMG) to discuss stock ownership of Darden Family Group for section 382 purposes. Randell Gartin 03/18/15 Meeting with J. Robertson, Y. Kukoyi, R. Gartin, J. Jones (all KPMG) to discuss stock ownership of Darden Family Group for section 382 purposes. 0.4 $500 $ $600 $ $500 $ $660 $ $600 $ $660 $ $600 $ $600 $ $500 $ $500 $ $240 $ $600 $ KPMG LLP Monthly Fee Statement Page 4 of 59

20 Yinka Kukoyi 03/18/15 Meeting with J. Robertson, Y. Kukoyi, R. Gartin, J. Jones (all KPMG) to discuss stock ownership of Darden Family Group for section 382 purposes. Randell Gartin 03/18/15 Performed Senior Manager review of the QRI 382 representation letter focusing on accuracy of the information contained therein. Tim Olson 03/18/15 Managing Director review of the QRI total book / tax property schedule prepared by K. Kidd (KPMG Mergers & Acquisitions) in order to locate / reconcile the difference between the calculated net deferred tax asset on the summary schedule / the amount recorded in the U.S. income tax provision. Brittny Laukhuff 03/18/15 Reviewed QRI bankruptcy filing including supporting V. Gomez LaGatta (QRI) Declaration to ensure an understanding of publicly conveyed facts. Tim Olson 03/18/15 Analyzed Quicksilver Resources (QRI) 2014 book / tax property detail for purposes of reconciling the total property (by company) compared to the net deferred tax asset balance - with respect to plant / property and equipment (PP&E) recorded in the U.S. income tax provision. Josh Prywes 03/18/15 Review QRI bankruptcy filings / CFO Declaration focusing on background of the case in order to facilitate the creation of statement of facts as well as other treatment. Reid Johnston 03/18/15 Performed manager review of QRI stock basis noncapital/non-deductible adjustment for tax years Reid Johnston 03/18/15 Perform manager review of QRI stock basis noncapital/non-deductible adjustment for tax years Randell Gartin 03/18/15 Senior manager review of the QRI NUBIG / asset basis calculations focusing on the accuracy of the information contained therein, noting updates to calculations as needed. Yinka Kukoyi 03/18/15 Discussion regarding status of QRI stock / asset basis calculations as well as amendments to debt. KPMG: (Y. Kukoyi, R. Gartin, B. Laukhuff, J. Prywes, T. Olson, R. Johnston, K. Kidd). Brittny Laukhuff 03/19/15 Discussion with K. Kidd, B. Laukhuff, T. Olson, R. Gartin (KPMG) regarding the QRI tax basis reconciliation documentation to be provided to Whitley Penn / QRI. Kyle Kidd 03/19/15 Discussion with K. Kidd, B. Laukhuff, T. Olson, R. Gartin (KPMG) regarding the QRI tax basis reconciliation documentation to be provided to Whitley Penn / QRI. 0.9 $660 $ $600 $ $660 $ $500 $ $660 $ $400 $ $500 $ 1, $500 $ 1, $600 $ 1, $660 $ $500 $ $500 $ KPMG LLP Monthly Fee Statement Page 5 of 59

21 Randell Gartin 03/19/15 Discussion with K. Kidd, B. Laukhuff, T. Olson, R. Gartin (KPMG) regarding the QRI tax basis reconciliation documentation to be provided to Whitley Penn / QRI. Tim Olson 03/19/15 Discussion with K. Kidd, B. Laukhuff, T. Olson, R. Gartin (KPMG) regarding the QRI tax basis reconciliation documentation to be provided to Whitley Penn / QRI. Randell Gartin 03/19/15 Perform Senior Manager review of QRI tax basis documentation as of 3/19/15 in preparation for upcoming discussion with project team on same day. Kyle Kidd 03/19/15 Communication with A. Smith (KPMG) and R. Gartin (KPMG) regarding QRI tax basis balance sheet, NUBIG, attribute reduction model. Adam C. Smith 03/19/15 Discussion with A. Smith, B. Laukhuff, K. Kidd, R. Gartin, T. Olson (all KPMG), regarding tax basis in the QRI assets. Brittny Laukhuff 03/19/15 Discussion with A. Smith, B. Laukhuff, K. Kidd, R. Gartin, T. Olson (all KPMG), regarding tax basis in the QRI assets. Kyle Kidd 03/19/15 Discussion with A. Smith, B. Laukhuff, K. Kidd, R. Gartin, T. Olson (all KPMG), regarding tax basis in the QRI assets. Randell Gartin 03/19/15 Discussion with A. Smith, B. Laukhuff, K. Kidd, R. Gartin, T. Olson (all KPMG), regarding tax basis in the QRI assets. Tim Olson 03/19/15 Discussion with A. Smith, B. Laukhuff, K. Kidd, R. Gartin, T. Olson (all KPMG), regarding tax basis in the QRI assets. Adam C. Smith 03/19/15 Discussion with T. Mayfield (Whitley Penn), A. Smith, K. Kidd, R. Gartin, T. Olson, B. Laukhuff (all KPMG) to discuss the TG Barnett Resources partnership tax basis. Brittny Laukhuff 03/19/15 Discussion with T. Mayfield (Whitley Penn), A. Smith, K. Kidd, R. Gartin, T. Olson, B. Laukhuff (all KPMG) to discuss the TG Barnett Resources partnership tax basis. Kyle Kidd 03/19/15 Discussion with T. Mayfield (Whitley Penn), A. Smith, K. Kidd, R. Gartin, T. Olson, B. Laukhuff (all KPMG) to discuss the TG Barnett Resources partnership tax basis. Randell Gartin 03/19/15 Discussion with T. Mayfield (Whitley Penn), A. Smith, K. Kidd, R. Gartin, T. Olson, B. Laukhuff (all KPMG) to discuss the TG Barnett Resources partnership tax basis. 0.2 $600 $ $660 $ $600 $ $500 $ $600 $ $660 $ $600 $ KPMG LLP Monthly Fee Statement Page 6 of 59

22 Tim Olson 03/19/15 Discussion with T. Mayfield (Whitley Penn), A. Smith, K. Kidd, R. Gartin, T. Olson, B. Laukhuff (all KPMG) to discuss the TG Barnett Resources partnership tax basis. Jeffrey Robertson 03/19/15 Revised the QRI Section 382 representation/assumption letter based on review comments provided by R. Gartin (KPMG Senior Manager). Kyle Kidd 03/19/15 Prepare calculation of tax basis balance sheet as well as the related summary schedules to be utilized in the QRI NUBIG / attribute reduction. Josh Prywes 03/20/15 Communication with B. Laukhuff (KPMG Manager) regarding next steps related to QRI Tax Restructuring Services project as of 3/20/15. Kyle Kidd 03/20/15 Perform reconciliation of the tax basis in certain assets / certain tax attributes for purposes of the attribute reduction model. Kyle Kidd 03/20/15 Perform technical tax research related to Cancellation of Debt (COD) income with respect to realized built in gains / attribute reduction for applicability to QRI. Josh Prywes 03/20/15 Review of non-deductible/non-capitalizable items from QRI tax return in order to incorporate into basis study. Jared Jones 03/20/15 Perform research related to treasury regulations in order to determine proper treatment of prior QRI acquisitions for 382 purposes. Adam C. Smith 03/20/15 Continue (from same day) to revise the QRI attribute reduction calculation, focusing on the classification of assets as Class I-V (pursuant Treas. Reg. section ) in order to separate assets by legal entity (pursuant to discussion with KPMG team members held on 3/19/2015). Adam C. Smith 03/20/15 Revised the QRI attribute reduction calculation, focusing on the classification of assets as Class I-V (pursuant Treas. Reg. section ) in order to separate assets by legal entity (pursuant to discussion with KPMG team members held on 3/19/2015). Chuck Thompson 03/20/15 Tax research and analysis related to potential bankruptcy emergence structures in preparation for meeting at QRI on 4/28. Kyle Kidd 03/23/15 Reviewed QRI bankruptcy documentation filed as of 3/23/15 in order to identify significant events that would affect QRI tax attribute planning. Brittny Laukhuff 03/23/15 Performed manager review of QRI Stock basis calculation provided by R. Johnson (KPMG). 0.5 $660 $ $240 $ $500 $ $400 $ $500 $ $400 $ $500 $ $500 $ $500 $ 1, $660 $ $500 $ $500 $ KPMG LLP Monthly Fee Statement Page 7 of 59

23 Kyle Kidd 03/23/15 Communication with T. Mayfield (Whitley Penn) regarding QRI's outside tax basis of TG Barnett tax partnership. Adam C. Smith 03/23/15 Revised the QRI attribute reduction calculation based on results of discussions on same day. Brittny Laukhuff 03/23/15 Discussion with T. Mayfield (Whitley Penn), K. Kidd, R. Gartin (KPMG) to discuss QRI fixed asset reconciliation as of 3/23/15. Kyle Kidd 03/23/15 Discussion with T. Mayfield (Whitley Penn), B. Laukhuff, R. Gartin (KPMG) to discuss QRI fixed asset reconciliation as of 3/23/15. Josh Prywes 03/23/15 Review of non-deductible/non-capitalizable items from QRI tax return in order to incorporate into basis study. Kyle Kidd 03/23/15 Perform manager review of the QRI fixed asset reconciliation schedule as prepared by T. Mayfield (Whitley Penn). Adam C. Smith 03/23/15 Discussion with K. Kidd, R. Gartin, A. Smith, B. Laukhuff (all KPMG) regarding status of the QRI tax basis calculation and attribute reduction as of 3/23/15. Brittny Laukhuff 03/23/15 Discussion with K. Kidd, R. Gartin, A. Smith, B. Laukhuff (all KPMG) regarding status of the QRI tax basis calculation and attribute reduction as of 3/23/15. Kyle Kidd 03/23/15 Discussion with K. Kidd, R. Gartin, A. Smith, B. Laukhuff (all KPMG) regarding status of the QRI tax basis calculation and attribute reduction as of 3/23/15. Brittny Laukhuff 03/23/15 Review documents filed with bankruptcy court as of 3/23/15 related to the QRI bankruptcy matter focusing on information with respect to tax restructuring project. Josh Prywes 03/23/15 Reviewed updated multi-year worksheets produced by KPMG 1502 software to ensure consistency with the QRI tax returns. Reid Johnston 03/23/15 Input non-capital/non-deductible data into KPMG/1502 software to adjust the calculation for subsidiary stock basis. Reid Johnston 03/23/15 Performed manager review of KPMG/1502 output reports / reconciliation of client provided Net Operating Loss (NOL) schedules to KPMG calculated NOL amounts. Reid Johnston 03/23/15 Perform manager review of stock basis non-capital/nondeductible adjustment for tax years Reid Johnston 03/23/15 Perform manager review of taxable income inputs / updates to data in KPMG/1502 stock basis software. 0.4 $500 $ $500 $ $400 $ $500 $ $500 $ $500 $ $500 $ $500 $ $400 $ $500 $ $500 $ $500 $ $500 $ 1, KPMG LLP Monthly Fee Statement Page 8 of 59

24 Chuck Thompson 03/23/15 Reviewed QRI asset tax basis data / calculations prepared by the KPMG team prior to internal call regarding the potential outcomes of a bankruptcy emergence. Randell Gartin 03/23/15 Discussion with T. Mayfield (Whitley Penn), K. Kidd, B. Laukhuff (KPMG) to discuss QRI fixed asset reconciliation as of 3/23/15. Randell Gartin 03/23/15 Continued to perform senior manager review of Section 382 ownership change analysis as of 3/23/15, noting revisions as needed (as began on same day). Randell Gartin 03/23/15 Discussion with K. Kidd, R. Gartin, A. Smith, B. Laukhuff (all KPMG) regarding QRI tax basis calculation and attribute reduction. Randell Gartin 03/23/15 Perform senior manager review of Section 382 ownership change analysis as of 3/23/15, noting revisions as needed. Drake Jenkins 03/24/15 Address from B. Laukhuff (KPMG) regarding questions related to trading price information in QRI Bankruptcy matter. Drake Jenkins 03/24/15 Communication with B. Laukhuff (KPMG) regarding threshold calculations in QRI Bankruptcy matter. Yinka Kukoyi 03/24/15 Discussion with B. Laukhuff and R. Gartin (KPMG) regarding fair market value of the debt in a significant modification. Brittny Laukhuff 03/24/15 Discussion with Y. Kukoyi and R. Gartin (KPMG) regarding fair market value of the debt in a significant modification. Drake Jenkins 03/24/15 Reviewed Applicable High Yield Discount Obligations (AHYDO) calculations with respect to QRI, in order to confirm threshold trading price for AHYDO purposes. Adam C. Smith 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Andrew Wigmore 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. 2.3 $660 $ 1, $600 $ $600 $ $600 $ $600 $ 2, $500 $ $500 $ $660 $ $500 $ $500 $ $500 $ $400 $ KPMG LLP Monthly Fee Statement Page 9 of 59

25 Brittny Laukhuff 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Jared Jones 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Josh Prywes 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Kyle Kidd 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Reid Johnston 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Tim Olson 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Yinka Kukoyi 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. 0.3 $500 $ $500 $ $400 $ $500 $ $500 $ $660 $ $660 $ KPMG LLP Monthly Fee Statement Page 10 of 59

26 Drake Jenkins 03/24/15 Perform manager review of QRI average trading price computations along with Applicable High Yield Discount Obligations (AHYDO) thresholds. Josh Prywes 03/24/15 Perform review of QRI basis documentation as of 3/24/15 in preparation for call with Akin Gump / QRI on same day. Brittny Laukhuff 03/24/15 Discussion with C. Neider and T. Wilson (KPMG) regarding Economic & Valuation Services practices with respect to determining fair market value of QRI's publicly traded debt. Adam C. Smith 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Andrew Wigmore 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Brittny Laukhuff 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Jared Jones 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/ $500 $ $400 $ $500 $ $400 $ KPMG LLP Monthly Fee Statement Page 11 of 59

27 Josh Prywes 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Kyle Kidd 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Reid Johnston 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Tim Olson 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Yinka Kukoyi 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/15. Andrew Wigmore 03/24/15 Participated in discussion regarding the QRI Fixed asset reconciliation, specifically the updated number for tax basis calculation as of 3/24/15. Whitley Penn: (T. Mayfield) KPMG: (K. Kidd, R. Gartin, B. Laukhuff, T. Olson, A. Wigmore.) 0.5 $400 $ $660 $ $660 $ $400 $ KPMG LLP Monthly Fee Statement Page 12 of 59

28 Brittny Laukhuff 03/24/15 Participated in discussion regarding the QRI Fixed asset reconciliation, specifically the updated number for tax basis calculation as of 3/24/15. Whitley Penn: (T. Mayfield) KPMG: (K. Kidd, R. Gartin, B. Laukhuff, T. Olson, A. Wigmore.) Kyle Kidd 03/24/15 Participated in discussion regarding the QRI Fixed asset reconciliation, specifically the updated number for tax basis calculation as of 3/24/15. Whitley Penn: (T. Mayfield) KPMG: (K. Kidd, R. Gartin, B. Laukhuff, T. Olson, A. Wigmore.) Tim Olson 03/24/15 Participated in discussion regarding the QRI Fixed asset reconciliation, specifically the updated number for tax basis calculation as of 3/24/15. Whitley Penn: (T. Mayfield) KPMG: (K. Kidd, R. Gartin, B. Laukhuff, T. Olson, A. Wigmore.) Andrew Wigmore 03/24/15 Participated in fixed asset reconciliation call with F. Lozano (QRI), B. Hawes (QRI), T. Mayfield (Whitley Penn), B. Laukhuff, K. Kidd, R. Gartin, T. Olson, A. Wigmore (KPMG) to discuss updated QRI number for tax basis calculation as of 3/24/15. Brittny Laukhuff 03/24/15 Participated in fixed asset reconciliation call with F. Lozano (QRI), B. Hawes (QRI), T. Mayfield (Whitley Penn), B. Laukhuff, K. Kidd, R. Gartin, T. Olson, A. Wigmore (KPMG) to discuss updated QRI number for tax basis calculation as of 3/24/15. Kyle Kidd 03/24/15 Participated in fixed asset reconciliation call with F. Lozano (QRI), B. Hawes (QRI), T. Mayfield (Whitley Penn), B. Laukhuff, K. Kidd, R. Gartin, T. Olson, A. Wigmore (KPMG) to discuss updated QRI number for tax basis calculation as of 3/24/15. Tim Olson 03/24/15 Participated in fixed asset reconciliation call with F. Lozano (QRI), B. Hawes (QRI), T. Mayfield (Whitley Penn), B. Laukhuff, K. Kidd, R. Gartin, T. Olson, A. Wigmore (KPMG) to discuss updated QRI number for tax basis calculation as of 3/24/15. Andrew Wigmore 03/24/15 Revised section 382(l)(5) versus (l)(6) model to maximize value of post-bankruptcy tax attributes. Adam C. Smith 03/24/15 Discussion with R. Gartin, B. Laukhuff, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd (KPMG) regarding KPMG workstreams as of 3/24/15 and recap of discussions with Whitley Penn and QRI regarding fixed asset reconciliation. Andrew Wigmore 03/24/15 Discussion with R. Gartin, B. Laukhuff, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd (KPMG) regarding KPMG workstreams as of 3/24/15 and recap of discussions with Whitley Penn and QRI regarding fixed asset reconciliation. 0.5 $660 $ $400 $ $660 $ $400 $ $500 $ $400 $ KPMG LLP Monthly Fee Statement Page 13 of 59

29 Brittny Laukhuff 03/24/15 Discussion with R. Gartin, B. Laukhuff, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd (KPMG) regarding KPMG workstreams as of 3/24/15 and recap of discussions with Whitley Penn and QRI regarding fixed asset reconciliation. Kyle Kidd 03/24/15 Discussion with R. Gartin, B. Laukhuff, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd (KPMG) regarding KPMG workstreams as of 3/24/15 and recap of discussions with Whitley Penn and QRI regarding fixed asset reconciliation. Yinka Kukoyi 03/24/15 Discussion with R. Gartin, B. Laukhuff, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd (KPMG) regarding KPMG workstreams as of 3/24/15 and recap of discussions with Whitley Penn and QRI regarding fixed asset reconciliation. Jared Jones 03/24/15 Discussion with J. Robertson, J. Jones and R. Gartin (KPMG) regarding the Darden family group / Trust Company of the West (TCW) stock ownership for section 382 purposes. Jeffrey Robertson 03/24/15 Discussion with J. Robertson, J. Jones and R. Gartin (KPMG) regarding the Darden family group / Trust Company of the West (TCW) stock ownership for section 382 purposes. Jeffrey Robertson 03/24/15 Run additional scenarios in 382 model to account for changes in QRI stock ownership per results of discussion on same day with J. Jones and R. Gartin (KPMG). Randell Gartin 03/24/15 Discussion with B. Laukhuff and Y. Kukoyi (KPMG) regarding fair market value of the debt in a significant modification. Randell Gartin 03/24/15 Discussion with R. Gartin, Y. Kukoyi, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones, B. Laukhuff (KPMG) to discuss agenda and status of Tax Restructuring project workstreams as of 3/24/15 in preparation for upcoming call (at 4:30 pm) with Akin Gump and QRI. Randell Gartin 03/24/15 Discussion with B. Morris, A. Blaylock, T. Weir, S. Schultz (Akin Gump); V. Gomez, B. Hawes, R. Massey (QRI) and R. Gartin, Y. Kukoyi, B. Laukhuff, A. Wigmore, A. Smith, K. Kidd, J. Prywes, R. Johnston, T. Olson, J. Jones (KPMG) to provide update on various QRI tax products progress, including NUBIG, tax asset basis, stock basis, and attribute reduction as of 3/24/ $500 $ $500 $ $660 $ $500 $ $240 $ $240 $ $600 $ $600 $ $600 $ KPMG LLP Monthly Fee Statement Page 14 of 59