In the United States Bankruptcy Court for the District of Delaware

Case 15-10585-LSS Doc 245 Filed 04/21/15 Page 1 of 12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) Quicksilver Resources Inc., et al.,1 ) Case No. 15-10585 (LSS) ) Debtors. ) Jointly Administered ) )Hearing Date: May 12, 2015 at 10:00 a.m. (EDT) )Obj. Deadline: May 5, 2015 at 4:00 p.m. (EDT)

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KPMG LLP AS TAX CONSULTANT NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) seek entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”),

(a) authorizing the Debtors to employ and retain KPMG LLP (“KPMG”) as tax consultant, nunc pro tunc to the Petition Date (as defined herein) pursuant to that certain engagement letter dated

February 12, 2015, annexed as Exhibit 1 to Exhibit A (the “Engagement Letter”), by and between KMPG and Quicksilver Resources Inc. (“Quicksilver”); (b) approving the terms of the

Engagement Letter; and (c) granting related relief. In support of the Application, the Debtors submit the Declaration of Chuck Thompson (the “Thompson Declaration”), which is attached hereto as Exhibit B. In support of the Application, the Debtors respectfully set forth as follows:

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors’ address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.

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JURISDICTION

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

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

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

3. The bases for the relief requested herein are sections 327(a), 328(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 Rule 2014-1.

BACKGROUND A. General Background

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

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

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

Bankruptcy Code sections 1107(a) and 1108. No request for the appointment of a trustee or

examiner has been made in these chapter 11 cases. On March 25, 2015, the United States

Trustee appointed the Official Committee of Unsecured Creditors [Docket No. 119] (the

“Committee”).

5. A description of the Debtors’ business and the reasons for filing these chapter 11

cases is set forth in the First Day Declaration filed on the Petition Date and incorporated by

reference as if fully set forth herein.

2 Under rule 9013-1(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.

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B. KPMG’s Qualifications

6. KPMG is a firm of independent public accountants as defined under the Code of

Professional Conduct of the American Institute of Certified Public Accountants.

7. The Debtors have selected KPMG as their tax consultant because of the firm’s

diverse experience and extensive knowledge in the fields of accounting, taxation, and operational

controls for large sophisticated companies both in chapter 11 as well as outside of chapter 11.

8. The Debtors have employed KPMG to provide various tax-related service since

2006. By virtue of its prior engagements, KPMG is familiar with the books, records, financial

information and other data maintained by the Debtors and is qualified to continue to provide tax

consulting to the Debtors. As such, retaining KPMG is an efficient and cost effective manner in

which the Debtors may obtain the requisite services.

C. Services to be Rendered

9. Subject to further order of the Court, pursuant to the Engagement Letter, KPMG

will provide tax consulting services as KPMG and the Debtors shall deem appropriate and

feasible to advise the Debtors in the course of these chapter 11 cases, including, but not limited to the following:

(a) 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 2003-65; analysis under sections 382(l)(5) and (l)(6); analysis of section 382 state tax jurisdictions; (b) Analysis of Debtors’ tax attributes including net operating losses, credits, and tax basis in the stock of its subsidiaries; (c) Analysis of the tax implications of various reorganization structures; (d) Analysis of the deductibility of post-petition interest on unsecured debt obligations; (e) Analysis of the liabilities subject to compromise which could yield a tax deduction or cancellation of indebtedness income;

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(f) Determination of the amount and location of any cancellation of indebtedness income resulting from a restructuring; (g) 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; (h) Analysis of Section 108(b)(5) and 1017(b)(3)(D) elections; (i) Analysis of the tax implications of any internal management reorganizations and proposal of restructuring alternatives; (j) Analysis of any bad debt and worthless stock deductions; (k) Analysis of the tax implications related to the modification or settlement of any third party or intercompany debt; (l) Analysis of the tax implications of any reorganization/bankruptcy plan of reorganization; (m) Track and analyze the bankruptcy schedule of tax liabilities and proof of claims, including those submitted by tax authorities; (n) Analysis of tax impact of any potential dispositions of assets in bankruptcy; (o) Analysis of the transaction costs associated with any potential transactions, including implications of such costs in bankruptcy; (p) Analysis of tax implications of any potential merger/acquisition with third parties; (q) Analysis of the state and local tax implications of the foregoing; and (r) Analysis of the Canadian tax implications associated with any transaction effectuated or contemplated by the Debtors with respect to its current distressed debt position.3

10. In addition to the foregoing, KPMG will provide such other consulting, advice,

research, planning, and analysis regarding tax consulting services as may be necessary, desirable

or requested from time to time.4

3 For the avoidance of doubt, KPMG will provide services solely to the Debtors and not to any of the Debtors’ non-debtor Canadian affiliates, and KPMG will not be paid by the Debtors to perform services for any of the Debtors’ non-debtor Canadian affiliates.

4 Although, by this Application, the Debtors are seeking to retain KPMG to provide such other consulting, advice, research, planning, analysis regarding tax consulting services as may be necessary, desirable or requested from time to time, internal KPMG procedures require that KPMG enter into additional engagement letters for additional work under certain circumstances. To the extent the Debtors request additional services not covered by

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11. Subject to this Court’s approval of the Application, KPMG is willing to serve as

the Debtors’ tax consultant and to perform the services described above.

D. Professional Compensation

12. KPMG’s requested compensation for professional services rendered to the

Debtors will be based upon the hours actually expended by each assigned staff member at each

staff member’s hourly billing rate. The Debtors have agreed to compensate KPMG for

professional services rendered at its normal and customary hourly rates, subject to the reductions

discussed below.

13. The majority of fees to be charged in this engagement reflect a reduction of

approximately 27% - 44% from KPMG’s normal and customary rates, depending on the types of

services to be rendered.5 In the normal course of KPMG’s business, the hourly rates are subject to periodic increase. To the extent such hourly rates are increased, KPMG requests that, with respect to the work to be performed after such increase, the rates listed below be amended to

reflect the increase. The hourly rates for tax consulting services to be rendered by KPMG and

applicable herein are as follows:

Discounted Tax Consulting Services Hourly Rate

Partners/Managing Directors/Directors $660

the Engagement Letter, KPMG and the Debtors may enter into additional engagement letters, as is necessary, and file, for disclosure purposes, such additional engagement letters with the Court. Unless required by the Court, the Debtors and KPMG do not intend to seek separate retention orders with regard to any additional engagement letters. Instead, any additional engagement letters will be filed with the Court and served on the applicable notice parties, absent any objections filed within ten (10) days after the filing and service of such supplemental declarations or affidavits, KPMG’s employment shall continue as authorized pursuant to the Proposed Order.

5 If in connection with any subsequent engagement letters, KPMG is retained to perform additional services at different rates, such rates will be disclosed in connection with the relevant engagement letters. As stated above, KPMG and the Debtors do not intend to seek separate retention orders with regard to any such engagement letters.

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Senior Managers $600

Managers $500

Senior Associates $400

Associates $240

14. KPMG also will seek reimbursement for reasonable necessary expenses incurred, which shall include meals, lodging, travel, photocopying, delivery service, postage, vendor charges and other out-of-pocket expenses incurred in providing professional services.

15. KPMG will file an application with this Court for the allowance of compensation for professional services rendered and reimbursement of expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court. KPMG has agreed to accept as compensation such sums as may be allowed by the Court and understands that all interim and final fee awards are subject to approval by the

Court.

16. KPMG has agreed to modify the Engagement Letters, including the Standard

Terms and Conditions attached thereto, during the course of these chapter 11 cases as set forth in the Proposed Order.

17. According to KPMG’s books and records, during the 90-day period prior to the

Petition Date, KPMG received approximately $524,582 from the Debtors for professional services performed and expenses incurred.

18. According to KPMG’s books and records, KPMG incurred $31,216.43 prior to the Petition Date that remains unpaid. To the extent the Application is granted, KPMG has agreed to waive amounts owed for professional services rendered prior to the Petition Date.

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19. Except as set forth in paragraph 23 herein, (a) no commitments have been made

or received by KPMG with respect to compensation or payment in connection with these cases other than in accordance with the provisions of the Bankruptcy Code; and (b) there is no

agreement or understanding between KPMG and any other entity, other than a member, partner

or regular associate of KPMG, for the sharing of compensation received or to be received for

services rendered in connection with these proceedings.

E. No Duplication of Services

20. The Debtors intend that KPMG’s services will complement, and not duplicate, the

services to be rendered by any other professional retained by the Debtors in these chapter 11

cases. KPMG will cooperate with reasonably clear instructions of the Debtors in avoiding

duplication of services.

F. KPMG’s Disinterestedness

21. To the best of the Debtors’ knowledge, and based upon the Thompson

Declaration: (a) KPMG is a “disinterested person” within the meaning of Bankruptcy Code

section 101(14), as required by Bankruptcy Code section 327(a), and does not hold or represent

an interest adverse to the Debtors or these chapter 11 estates; and (b) KPMG has no connection

to the Debtors, these chapter 11 estates, their creditors, or their related parties except as may be

disclosed in the Thompson Declaration.

22. KPMG will periodically review its files during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise and make

additional disclosures to this Court if necessary or otherwise appropriate.

23. The Debtors are informed that KPMG will not share any compensation to be paid

by the Debtors, in connection with services to be performed after the Petition Date, with any other person, other than other principals and employees of KPMG, consistent with Bankruptcy

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Code section 504. As set forth in the Thompson Affidavit, KPMG may consult with certain professionals from member firms of KPMG International when necessary to the performance of its professional duties and services to the Debtors. The use of such professionals allows KPMG to maximize resources and minimize costs to the Debtors’ estates. KPMG may use independent contractors, such as software providers, but will not profit from the use of such persons.

RELIEF REQUESTED

24. By this Application, the Debtors seek entry of an order, substantially in the form

attached hereto as Exhibit A: (a) authorizing the Debtors to employ and retain KPMG as tax

consultant, nunc pro tunc to the Petition Date pursuant to the Engagement Letter; (b) approving

the terms of the Engagement Letter; and (c) granting related relief.

BASIS FOR RELIEF

25. The Debtors seek to retain KPMG pursuant to Bankruptcy Code section 327(a),

which provides that a debtor, subject to court approval:

may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title. 11 U.S.C. § 327(a). Bankruptcy Code section 1107(b) establishes that “a person is not disqualified for employment under [Bankruptcy Code] section 327 . . . by a debtor in possession solely because of such person’s employment by or representation of the debtor before the commencement of the case.” 11 U.S.C. § 1107(b).

26. Bankruptcy Rule 2014(a) requires that an application for retention include:

specific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

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Fed. R. Bankr. P. 2014.

27. The Debtors seek approval of the Engagement Letter, including, without

limitation, the fees, expenses and other provisions contained therein (as modified in the Proposed

Order), pursuant to section 328(a) of the Bankruptcy Code. Section 328(a) of the Bankruptcy

Code provides as follows:

The trustee, or a committee appointed under section 1102 of this title, with the court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. See 11 U.S.C. § 328(a).

28. The Debtors submit that, for all the reasons stated above and in the Thompson

Affidavit, the retention of KPMG is warranted. Further, based on the Thompson Affidavit, the

Debtors believe KPMG is a “disinterested person” within the meaning of Bankruptcy Code

section 101(14), as required by Bankruptcy Code section 327(a), does not hold or represent an

interest adverse to the Debtors’ estates, and has no connection to the Debtors, their creditors, or

their related parties except as may be disclosed in the Thompson Affidavit.

29. KPMG intends to apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the chapter 11 cases, subject to the

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court.

30. Not granting the relief requested herein would deprive the Debtors of the

assistance of a highly qualified tax consulting firm, to the detriment of the Debtors and all

parties-in-interest. Further, the Debtors would be forced to engage a new tax consulting firm lacking KPMG’s institutional knowledge of the Debtors’ organizational structure, business and financial affairs. Engaging a new tax consulting firm would therefore require the Debtors to

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expend significant additional time and resources, which could otherwise be more productively directed, to familiarize the new tax consulting firm to the Debtors’ business and financial affairs.

31. The Debtors also believe that employment of KPMG nunc pro tunc to the Petition

Date is warranted by the circumstances presented by these cases. The Third Circuit has identified “time pressure to begin service” and absence of prejudice as factors favoring nunc pro

tunc retention. See In re Arkansas Co., 798 F.2d 645, 650 (3d Cir. 1986). The complexity,

compressed timing, and intense activity relating to the preparation and filing of these chapter 11

cases necessitated that the Debtors and KPMG, as well as the Debtors’ other professionals, focus

their immediate attention on time-sensitive matters, and promptly devote substantial resources to

the affairs of the Debtors to comply with the pending submission and approval of this

Application.

32. Accordingly, for all of the foregoing reasons, the Debtors believe that the terms

and conditions of the Engagement Letter are fair, reasonable, and market-based under the standards set forth in the Bankruptcy Code. Further, the Debtors respectfully submit that the services provided by KPMG are critical, and request that the Court approve the Engagement

Letter and the employment of KPMG.

DEBTORS’ RESERVATION OF RIGHTS

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

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

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

section 365.

NOTICE

34. No trustee or examiner has been appointed in the Debtors’ chapter 11 cases. The

Debtors have provided notice of this Application to (a) the Office of the United States Trustee

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for the District of Delaware, Attn: Jane Leamy, Esq.; (b) counsel to the Committee; (c) counsel

to the agents under the Debtors’ pre-petition credit facilities; (d) counsel to the Ad Hoc Group of

Second Lienholders; (e) counsel to the indenture trustees under the Debtors’ pre-petition

indentures; (f) the United States Securities and Exchange Commission; (g) the United States

Internal Revenue Service; and (h) any parties entitled to notice pursuant to Local Rule 2002-1(b).

In light of the nature of the relief requested in this Application, the Debtors respectfully submit

that no further notice is necessary.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on April 21, 2015, the above-captioned debtors and

debtors in possession (collectively, the “Debtors”) filed the Debtors’ Application for Entry of an

Order Authorizing the Employment and Retention of KPMG LLP as Tax Consultant Nunc Pro

Tunc to the Petition Date (the “Application”) 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

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

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

Debtors on or before May 5, 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 Application will be held before The Honorable Laurie Selber Silverstein at the

Case 15-10585-LSS Doc 245-1 Filed 04/21/15 Page 2 of 3

Bankruptcy Court, 824 N. Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware 19801 on May 12, 2015 at 10:00 a.m. (Eastern Daylight Time).

IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED, SERVED

AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY

COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION

WITHOUT FURTHER NOTICE OR HEARING.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Case 15-10585-LSS Doc 245-1 Filed 04/21/15 Page 3 of 3

Wilmington, Delaware Date: April 21, 2015 /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A. Paul N. Heath (DE 3704) Amanda R. Steele (DE 5530) Rachel L. Biblo (DE 6012) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701

– and –

AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs (admitted pro hac vice) Sarah Link Schultz (admitted pro hac vice) 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343

Ashleigh L. Blaylock (admitted pro hac vice) Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 Telephone: (202) 887-4000 Facsimile: (202) 887-4288

COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION

Case 15-10585-LSS Doc 245-2 Filed 04/21/15 Page 1 of 20

EXHIBIT A

Proposed Order

Case 15-10585-LSS Doc 245-2 Filed 04/21/15 Page 2 of 20

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KPMG LLP AS TAX CONSULTANT NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the "Application") of the above-captioned debtors and debtors in

possession (collectively, the "Debtors"), for the entry of an order pursuant to sections 327(a) and

328(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014(a) of the

Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local

Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the

District of Delaware (the "Local Rules"), authorizing them to retain and employ KPMG LLP

("KPMG)") as tax consultant to the Debtors in the above-captioned chapter 11 cases nunc pro

tunc to the Petition Date;2 and upon the Declaration of Chuck Thompson, a principal at KPMG

(the "Declaration") in support thereof; and the Court being satisfied based on the representations

made in the Application and in the Declaration that KPMG represents no interest adverse to the

Debtors' estates with respect to the matters upon which they are to be engaged, that they are

Case 15-10585-LSS Doc 245-2 Filed 04/21/15 Page 3 of 20

disinterested persons as that term is defined under Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), and that their employment is necessary and in the best interests of the Debtors’ estates; the terms of the Engagement Letter are reasonable terms for the purposes of Bankruptcy Code section 328(a); and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED:

1. The Application is granted as modified herein.

2. In accordance with Bankruptcy Code sections 327(a) and 328(a), Bankruptcy

Rule 2014, and Local Rule 2014, the Debtors are authorized to employ and retain KPMG as tax consultant to the Debtors on the terms set forth in the Application and the Engagement Letter, as modified by this Order.

3. KPMG shall be compensated in accordance with Bankruptcy Code sections 330 and 331, the Bankruptcy Rules, the Local Rules, this Order and any other applicable orders of this Court.

4. The terms and conditions of the Engagement Letter, as modified by this Order, are approved.

5. To the extent the Debtors and KPMG enter into any additional engagement letter(s), the Debtors will file such engagement letter(s) with the Bankruptcy Court and serve such engagement letter(s) upon the United States Trustee, counsel to the agents for the Debtors’ post-petition secured lenders, and counsel to the Official Committee of Unsecured Creditors. To

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the extent any of such parties object, within 10 days of such new engagement letter(s) being served, to the additional services to be provided by KPMG, the Debtors will promptly schedule a hearing before the Court. All additional services will be subject to the provisions of this Order.

6. The following terms apply during the pendency of the Debtors’ chapter 11 cases:

(a) KPMG shall not be entitled to indemnification, contribution or reimbursement for services other than those described in the Engagement Letter and the Application, unless such services and indemnification therefor are approved by the Court; provided, that to the extent additional engagement letter(s) are filed with the Court and no parties object to such engagement letter(s) in accordance with the procedures described in the immediately preceding Ordered paragraph, such engagement letter(s) shall be deemed approved by the Court;

(b) The Debtors shall have no obligation to indemnify KPMG, or provide contribution or reimbursement to KPMG, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from KPMG's bad faith, self-dealing, breach of fiduciary duty (if any such duty exists), gross negligence or willful misconduct; or (ii) judicially determined (the determination having become final), based on a breach of KPMG's contractual obligations to the Debtor; or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) immediately above, but determined by the Court, after notice and a hearing to be a claim or expense for which KPMG should not receive indemnity, contribution or reimbursement under the terms of KPMG's retention by the Debtors pursuant to the terms of the Engagement Letter and Application, as modified by this Order; and

(c) If, before the earlier of: (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal); and (ii) the entry of an order closing these chapter 11 cases, KPMG believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution and/or reimbursement obligations under the Engagement Letter (as modified by this Order) and Application, including without limitation the advancement of defense costs, KPMG must file an application therefor in this Court, and the Debtors may not pay any such amounts to KPMG before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by KPMG for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemnify KPMG. All

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parties in interest shall retain the right to object to any demand by KPMG for indemnification, contribution or reimbursement; and it is further

7. The Debtors shall comply with the notice requirement set forth in paragraph 4(c) of KPMG's Standard Terms and Conditions for Advisory and Tax Services (the “Standard Terms and Conditions”), a copy of which is attached to the Engagement Letter, including providing the written notice required prior to disseminating or advancing any of KPMG's advice, recommendations, information, or work product to third parties.

8. During the pendency of these chapter 11 cases, paragraph 6 of the Standard Terms and Conditions is deleted.

9. Notwithstanding anything in the Application or the Engagement Letter to the contrary, during the pendency of these chapter 11 cases, this Court retains exclusive jurisdiction over all matters arising out of, or pertaining to, KPMG's engagement until such jurisdiction is relinquished.

10. During the pendency of these chapter 11 cases, this Court shall retain jurisdiction with respect to any matters, claims, rights or disputes arising from or related to the implementation of this Order.

Dated: ______, 2015 Wilmington, Delaware ______THE HONORABLE LAURIE SELBER SILVERSTEIN UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1

Engagement Letter

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Exhibit B

Thompson Declaration

Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 2 of 42

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

DECLARATION OF CHUCK THOMPSON IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KPMG LLP AS TAX CONSULTANT NUNC PRO TUNC TO THE PETITION DATE

I, Chuck Thompson, being duly sworn, deposes and says:

1. I am a principal of KPMG LLP (“KPMG”), a professional services firm. KPMG

is the United States member firm of KPMG International, a Swiss cooperative. I submit this

declaration on behalf of KPMG in support of the application (the “Application”)2 of the above-

captioned Debtors and Debtors-in-possession (the “Debtors”), for entry of an order, pursuant to

sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule

2014(a) of the Federal Rules of Bankruptcy Procedure (the ”Bankruptcy Rules”) and Rule 2014-1

of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court

for the District of Delaware (the “Local Rules”), authorizing the Debtors to retain and employ

1 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 3 of 42

KPMG as tax consultant to the Debtors nunc pro tunc to the Petition Date. I have personal knowledge of the matters set forth herein.3

Qualifications of Professionals

2. KPMG is a firm of independent public accountants as defined under the Code of

Professional Conduct of the American Institute of Certified Public Accountants.

3. The Debtors have selected KPMG as their tax consultant because of the firm’s diverse experience and extensive knowledge in the fields of accounting, taxation, and operational controls for large sophisticated companies both in chapter 11 as well as outside of chapter 11.

4. The Debtors have employed KPMG to provide various tax-related services since

2006. By virtue of its prior engagements, KPMG is familiar with the books, records, financial information and other data maintained by the Debtors and is qualified to continue to provide tax consulting to the Debtors. As such, retaining KPMG is an efficient and cost effective manner in which the Debtors may obtain the requisite services.

Services to be Rendered

5. Subject to approval of the Application, pursuant to an engagement letter between

KPMG and Quicksilver Resources Inc. (the “Engagement Letter”), attached to the Application as

Exhibit 1 to Exhibit A, KPMG will provide tax consulting services as KPMG and the Debtors shall deem appropriate and feasible in order to advise the Debtors in the course of these cases, including, but not limited to the following.

3 Certain of the disclosures herein relate to matters within the knowledge of other professionals at KPMG.

2 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 4 of 42

(b) Analysis of Debtors’ tax attributes including net operating losses, credits, and tax basis in the stock of its subsidiaries;

(d) Analysis of the deductibility of post-petition interest on unsecured debt obligations;

(e) Analysis of the liabilities subject to compromise which could yield a tax deduction or cancellation of indebtedness income;

(f) Determination of the amount and location of any cancellation of indebtedness income resulting from a restructuring;

(g) 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;

(h) Analysis of Section 108(b)(5) and 1017(b)(3)(D) elections;

(i) Analysis of the tax implications of any internal management reorganizations and proposal of restructuring alternatives;

(j) Analysis of any bad debt and worthless stock deductions;

(k) Analysis of the tax implications related to the modification or settlement of any third party or intercompany debt;

(l) Analysis of the tax implications of any reorganization/bankruptcy plan of reorganization;

(m) Track and analyze the bankruptcy schedule of tax liabilities and proof of claims, including those submitted by tax authorities;

(n) Analysis of tax impact of any potential dispositions of assets in bankruptcy;

(o) Analysis of the transaction costs associated with any potential transactions, including implications of such costs in bankruptcy;

(p) Analysis of tax implications of any potential merger/acquisition with third parties;

(q) Analysis of the state and local tax implications of the foregoing; and

(r) Analysis of the Canadian tax implications associated with any transaction effectuated or contemplated by the Debtors with respect to its current distressed debt position.4

4 For the avoidance of doubt, KPMG will provide services solely to the Debtors and not to any of the Debtors’ 3 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 5 of 42

6. In addition to the foregoing, KPMG will provide such other consulting, advice,

research, planning, and analysis regarding tax consulting services as may be necessary, desirable

or requested from time to time.5

7. Subject to this Court’s approval of the Application, KPMG is willing to serve as

the Debtors’ tax consultant and to perform the services described above.

Professional Compensation

8. KPMG’s requested compensation for professional services rendered to the Debtors

will be based upon the hours actually expended by each assigned staff member at each staff

member’s hourly billing rate. The Debtors have agreed to compensate KPMG for professional

services rendered at its normal and customary hourly rates, subject to the reductions discussed

below.

9. The majority of fees to be charged in this engagement reflect a reduction of

approximately 27% - 44% from KPMG’s normal and customary rates, depending on the types of

services to be rendered.6 In the normal course of KPMG’s business, the hourly rates are subject

to periodic increase. To the extent such hourly rates are increased, KPMG requests that, with

respect to the work to be performed after such increase, the rates listed below be amended to reflect

non-debtor Canadian affiliates, and KPMG will not be paid by the Debtors to perform services for any of the Debtors’ non-debtor Canadian affiliates. 5 Although, by this Application, the Debtors are seeking to retain KPMG to provide such other consulting, advice, research, planning, analysis regarding tax consulting services as may be necessary, desirable or requested from time to time, internal KPMG procedures require that KPMG enter into additional engagement letters for additional work under certain circumstances. To the extent the Debtors request additional services not covered by the Engagement Letter, KPMG and the Debtors may enter into additional engagement letters, as is necessary, and file, for disclosure purposes, such additional engagement letters with the Court. Unless required by the Court, the Debtors and KPMG do not intend to seek separate retention orders with regard to any additional engagement letters. Instead, any additional engagement letters will be filed with the Court and served on the applicable notice parties, absent any objections filed within ten (10) days after the filing and service of such supplemental declarations or affidavits, KPMG’s employment shall continue as authorized pursuant to the Proposed Order. 6 If in connection with any subsequent engagement letters, KPMG is retained to perform additional services at different rates, such rates will be disclosed in connection with the relevant engagement letters. As stated above, KPMG and the Debtors do not intend to seek separate retention orders with regard to any such engagement letters.

4 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 6 of 42

the increase. The hourly rates for tax consulting services to be rendered by KPMG and applicable herein are as follows:

Discounted Tax Consulting Services Hourly Rate

Partners/Managing Directors/Directors $660

Senior Managers $600

Managers $500

Senior Associates $400

Associates $240

10. KPMG also will seek reimbursement for reasonable necessary expenses incurred, which shall include meals, lodging, travel, photocopying, delivery service, postage, vendor charges and other out-of-pocket expenses incurred in providing professional services.

11. KPMG intends to apply to the Court for the allowance of compensation for professional services rendered and reimbursement of expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court. KPMG has agreed to accept as compensation such sums as may be allowed by the

Court and understands that interim and final fee awards are subject to approval by the Court.

12. KPMG has agreed to modify the Engagement Letter, including the Standard Terms and Conditions attached thereto, during the course of these chapter 11 cases as set forth in the

Proposed Order attached to the Application as Exhibit A.

13. According to KPMG’s books and records, during the 90-day period prior to the

Petition Date, KPMG received approximately $524,582 from the Debtors for professional services performed and expenses incurred.

5 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 7 of 42

14. According to KPMG’s books and records, KPMG incurred $31,216.43 prior to the

Petition Date that remains unpaid. To the extent the Application is granted, KPMG has agreed to

waive amounts owed for professional services rendered prior to the Petition Date.

15. An accounting summary of payments invoiced and received by KPMG in the 90

days prior to the Petition Date is set forth on the attached Schedule 3.

16. Except as set forth in paragraphs 25 and 26, (a) no commitments have been made

or received by KPMG with respect to compensation or payment in connection with these cases

other than in accordance with the provisions of the Bankruptcy Code; and (b) there is no agreement

or understanding between KPMG and any other entity, other than a member, partner or regular

associate of KPMG, for the sharing of compensation received or to be received for services

rendered in connection with these proceedings

Disinterestedness of Professionals

17. Based upon information supplied by Debtors’ counsel, KPMG searched its client

database from May 2, 2005 and forward to identify any connection or relationship with the parties

provided.

18. KPMG’s review consisted of queries of an internal computer database containing

names of individuals and entities that are present or recent and former clients of KPMG in order

to identify potential relationships.7 This database includes engagement activity or potential

engagement activity from May 2, 2005 forward. A summary of those current potential

7 As set forth in paragraph 24, KPMG is the United States member firm of KPMG International, a Swiss cooperative of independent member firms. While KPMG is a separate and distinct legal entity from all other member firms of KPMG International, in an attempt to identify conflicts among or between KPMG International member firms, KPMG International has a global conflict internal computer database related to the engagement activity or potential engagement activity of a majority of such member firms since May 2, 2005 that allows KPMG International member firms to identify potential conflicts between other KPMG International member firms. Financial information pertaining to engagement activity is the proprietary and confidential information of each individual member firm and KPMG does not have any legal right to access, or if accessed, disclose, such information relating to other KPMG International member firms.

6 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 8 of 42

relationships that KPMG was able to identify using its reasonable efforts is reflected in Schedule

“2” attached hereto.8 On an ongoing basis, KPMG will conduct further reviews of its professional contacts as it becomes aware of new parties of interest, as is stated below. To the best of my knowledge and based upon the results of the relationship search described above and disclosed herein, KPMG neither holds nor represents an interest adverse to the Debtors’ estates that would impair KPMG’s ability to objectively perform professional services for the Debtors, in accordance with Bankruptcy Code section 327.

19. To the best of my knowledge, KPMG is a “disinterested person” as that term is defined in Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), in that, KPMG:

a. is not a creditor, an equity security holder, or an insider of the Debtors;

b. is not and was not, within two years before the date of filing of these chapter 11

cases, a director, officer, or employee of the Debtors; and

c. does not have an interest materially adverse to the interest of the Debtors’ estates

or of any class of creditors or equity security holders, by reason of any direct or

indirect relationship to, connection with, or interest in, the Debtors or for any other

reason.

20. Except as set forth in paragraph 14 above, as of the Petition Date, KPMG was not a “creditor” of the Debtors within the meaning of Bankruptcy Code section 101(10).

21. To the best of my knowledge, except as set forth herein and in Schedule “2” attached hereto and incorporated herein by reference, (a) KPMG has no connections with the

8 Schedule “2” contains a list of the relationships or potential relationships of all KPMG International member firms (as opposed to solely KPMG) and one or more of the parties set forth on the conflicts checklist.

7 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 9 of 42

creditors, any other party-in-interest, or their respective attorneys and accountants; and (b) the

KPMG partners and professionals working on these matters are not relatives of and have no known connection with the United States Trustee of the District of Delaware or of any known employee in the office thereof, or any United States Bankruptcy Judge of the District of Delaware.

22. KPMG has in the past been retained by, and presently provides and likely in the future will provide services for, certain creditors of the Debtors, other parties-in-interest and their respective attorneys and accountants in matters unrelated to such parties’ claims against the

Debtors or interests in these chapter 11 cases. KPMG currently performs, has previously performed or may have performed such services for the entities listed in Schedule “2,” however, except as disclosed herein, such services, to the extent performed by KPMG, are unrelated to the

Debtors or their chapter 11 cases.

23. KPMG has not provided, and will not provide, any professional services to any of the creditors, other parties-in-interest, or their respective attorneys and accountants with regard to any matter related to these chapter 11 cases.

24. KPMG is the United States member firm of KPMG International, a Swiss cooperative of member firms, each a separate legal entity, located worldwide. Only KPMG is being retained in these matters. KPMG cannot assure that an engagement will not be accepted by a foreign member firm of KPMG International for another party that may bear upon KPMG’s engagement by the Debtors. However, to the extent KPMG is aware of such engagement and believes such engagement may bear upon KPMG’s engagement by the Debtors, KPMG will file a supplemental declaration with the Bankruptcy Court.

25. From time to time, KPMG may consult with certain professionals from member firms of KPMG International when necessary to the performance of its professional duties and

8 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 10 of 42

services to the Debtors. The use of such professionals allows KPMG to maximize resources and minimize costs to the Debtors’ estates.

26. In addition, from time to time, KPMG may use independent contractors, such as software providers. However, KPMG will not profit from the use of such persons.

27. As part of its practice, KPMG appears in many cases, proceedings, and transactions involving many different law firms, financial consultants, and investment bankers in matters unrelated to these bankruptcy cases. KPMG has not identified any material relationships or connections with any law firm, financial consultant or investment banker involved in these chapter

11 cases that would cause it to be adverse to the Debtors, the Debtors’ estates, any creditor or any other party-in-interest. If and when additional information becomes available with respect to any other relationships which may exist between KPMG, foreign member firms of KPMG

International, or their partners and professionals and the Debtors, creditors, or any other parties in interest which may affect these cases, supplemental declarations describing such information shall be filed with this Court.

28. This declaration is provided in accordance with Bankruptcy Code sections 327 and

328, Bankruptcy Rule 2014 and Local Rule 2014-1.

I declare under penalty of perjury that the foregoing is true and correct.

9 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 11 of 42

Executed this 21st day of April, 2015.

______Chuck Thompson KPMG LLP 717 North Harwood Street Dallas, Texas 75201

10 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 12 of 42 SCHEDULE 1 QUICKSILVER RESOURCES, INC. - LIST OF INTERESTED PARTIES

Non-Debtor Affiliated Entities 0942065 B.C. Ltd. 0942069 B.C. Ltd. 1622834 Alberta Inc. Cowtown Drilling, Inc. Fortune Creek Gathering and Processing Partnership Makarios Midstream Inc. Makarios Resources International Holdings LLC Makarios Resources International Inc. Quicksilver Production Partners GP LLC Quicksilver Production Partners LP Quicksilver Production Partners Operating Ltd. Quicksilver Resources Canada Inc.

Professionals Representing Debtor Akin Gump Strauss Hauer & Feld LLP Bennett Jones LLP Blackstone Advisory Partners LP Davis Polk & Wardwell LLP Deloitte Transactions and Business Analytics LLP Ernst & Young Fried, Frank, Harris, Shriver & Jacobson LLP FTI Consulting Canada Inc. Fulbright & Jaworski LLP Garden City Group, Inc. Houlihan Lokey Kelly Hart & Hallman Latham & Watkins LP Milbank Tweed Hadley & McCloy LLP Moelis & Company Potter Anderson Corroon LLP Richards Layton & Finger Simpson Thacher & Bartlett LLC

Officers and Directors (current and for the two years prior to the chapter 11 filing) Anne Darden Self Glenn Darden Mark J. Warner Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 13 of 42

Michael Y. McGovern Scott M. Pinsonnault Steven M. Morris Thomas F. Darden (former) W. Bryon Dunn W. Yandell Rogers, III

Indenture Trustees The Bank of New York Mellon Trust Company, N.A.

Prepetition & Proposed Postpetition Lenders Credit Suisse AG JPMorgan Chase Societe Generale BNP Paribas Bank of America Bank of Nova Scotia BP Corportation North America, Inc. Caylon Canadian Imperial Bank of Commerce Jefferies Ares Capital Ares Dynamic Credit Allocation Fund Inc. Ares Enhanced Credit Opportunities Fund B, LTD Ares Enhanced Credit Opportunities Fund II LTD Ares Management Ares Multi Strategy Credit Fund V H L P Ares Multi-Strategy Credit Fund Inc. Ares Senior Loan Trust Ares Strategic Investment Partners III LP Ares Strategic Investment Partners LTD Franklin Advisers, Inc. Franklin Advisors Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series Franklin Income Fund Franklin Investors Securities Trust- Franklin Floating Rate Daily Access Fund Franklin Templeton Series II Funds-Franklin Floating Rate II Fund Franklin Templeton Variable Insurance Products Trust- Franklin Income Securities Fund Hutchin Hill Capital Hutchin Hill Capital Management Carlson Capital

2 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 14 of 42

Davidson Kempner Capital Management Goldman Sachs Monarch Alternative Capital Oaktree Capital Management Western Asset Management ADVANCED SERIES TRUST- AST FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION PORTFOLIO ALLEGHENY TECHNOLOGIES INCORPORATED MASTER PENSION TRUST ALLIED WORLD ASSURANCE COMPANY, LTD AMERIPRISE ENTERPRISE APEX CLEARING CORPORATION ARCH INVESTMENT HOLDINS IV LTD ARES DYNAMIC CREDIT ALLOCATION FUND INC ARES ENHANCED CREDIT OPPORTUNITIES FUND B, LTD ARES ENHANCED CREDIT OPPORTUNITIES FUND II LTD ARES MANAGEMENT, LLC- FM ARES MULTI STRATEGY CREDIT FUND V H L P ARES MULT-STRATEGY CREDIT FUND INC ARES SENIOR LOAN TRUST Ares Strategic Investment Partners III LP Ares Strategic Investment Partners LTD ASIP (HOLDCO) IV S.A.R.L. AVENUE ADVISORS AVENUE SPECIAL OPPORTUNITIES FUND II LP BANK OF AMERICA BANK OF AMERICA NA BANK OF AMERICA, NA/GWIM TRUST OPERATIONS Bank of Nova Scotia BARCLAYS BANK PLC BARCLAYS BANK PLC-FD MGR BARCLAYS CAPITAL INC BARCLAYS CAPITAL INC/BARCLAYS BANK BARCLAYS CAPITAL INC/LE BB&T BB&T SECURITIES, LLC BBVA Compass Black Diamond Offshore Ltd BLACKROCK FINANCIAL MANAGEMENT BMO NESBITT BURNS INC BNP PARIBAS PRIME BROKERAGE, INC BNP PARIBAS, CUSTODY SERVICES BNY MELLON ASSET SERVICING

3 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 15 of 42

BNY MELLON/MID CAP BROWN BROTHERS HARRIMAN & CO California State Teachers Retirement System-3 CANDLEWOOD FINANCIAL OPPORTUNITIES FUND, LLC CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND, LP CANDLEWOOD INVESTMENT GROUP- FM CARLSON CAPITAL, L.P. CATLIN RE SWITZERLAND LTD CATLIN UNDERWRITING AGENCIES LTD-1 CERBERUS INSTITUTIONAL PARTNERS V LP CERBERUS PARTNERS, L.P.- FD MGR CHARLES SCHWAB & CO, INC CIBC Citi CITIBANK INTERNATIONAL CITIBANK, NA Citibank, National Association CITIGROUP GLOBAL MARKETS INC Comerica COR CLEARING LLC Credit Agricole CREDIT AGRICOLE SECURITIES (USA) INC Credit Suisse Credit Suisse Loan Funding LL CREDIT SUISSE SECURITIES (USA) LLC CRESCENT CAPITAL GROUP Crescent Senior Secured Floating Rate Loan Fund, LLC DA DAVIDSON & CO DAVID LERNER ASSOCIATES, INC DAVIDSON KEMPNER PARTNERS Deutsche Bank DEUTSCHE BANK SECURITIES INC Double Black Diamond Offshore Ltd DUNHAM FLOATING RATE BOND FUND E*TRADE CLEARING LLC EDC EDWARD D JONES & CO EF CORPORATE HOLDINGS LLC ELLINGTON CREDIT OPPORTUNITIES LTD ELLINGTON MANAGEMENT GROUP LLC EMPLOYEES' RETIREMENT SYSTEM OF THE STATE OF RHODE ISLAND

4 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 16 of 42

FIFTH THIRD BANK FIRST CLEARING, LLC FIRST SOUTHWEST COMPANY FLATIRON CLO 2014-1 LTD FRANKLIN FLOATING RATE TRUST -FD MGR Franklin Income Fund FRANKLIN MUTUAL ADVISERS-FM Franklin Templeton Variable Insurance Products Trust-Franklin Income Securities Fund FUTURE FUND BOARD OF GUARDIANS-1 GLG ORE HILL LLC- FM Goldman Sachs GOLDMAN SACHS ASSET MGMT GOLDMAN SACHS EXECUTION & CLEARING LP GOLDMAN SACHS LENDING PARTNERS LLC GOLDMAN, SACHS & CO. HSBC BANK USA, NA Illinois State Board of Investment INDUSTRIAL AND COMMERCIAL BANK OF CHINA FINANCIAL ING Franklin Income Portfolio INGALLS & SNYDER, LLC INTERACTIVE BROKERS RETAIL INVESHARE C/O THE COLBENT CORP J.P. Morgan JANNEY MONTGOMERY SCOTT LLC JEFFERIES & COMPANY INC/SECURITIES JEFFERIES LLC JEFFRIES CAPITAL JFIN CLO 2013 LTD. JNL Series Trust-JNL/Franklin Templeton Income Fund JNL/PPM AMERICA FLOATING RATE INCOME FUND John Hancock Fund II Floating Rate Income Fund JP MORGAN CHASE BANK, NA/CUSTODIAL JP MORGAN CLEARING CORP JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Key Bank Kinney Hill Credit Opportunities Fd LTD KLS DIVERSIFIED ASSET MANAGEMENT LP- FM KLS Diversified Master Fund L.P. LEGG MASON WESTERN ASSET SENIOR LOANS FUND LMP CORPORATE LOAN FUND INC LPL FINANCIAL CORPORATION MAC CAPITAL LTD

5 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 17 of 42

MAINSTAY FLOATING RATE FUND, A SERIES OF MAINSTAY FUNDS TRUST Mainstay VP Floating Rate Portfolio A Series of Mainstay VP Series Fund MANUFACTURERS AND TRADERS TRUST COMPANY MANULIFE ASSET MANAGEMENT (U.S.), LLC - FD MGR MANULIFE FLOATING RATE SENIOR LOAN FUND MERRILL LYNCH, PIERCE, FENNER & SMITH INC MERRILL LYNCH/BANK OF AMERICA Midtown Acquisitions LP MISSOURI EDUCATION PENSION TRUST MITSUBISHI UFJ TRUST & BANKING CORPO Momentum Capital Fund, Ltd MONARCH ALTERNATIVE CAPITAL LP AC MONARCH MASTER FUNDING LTD MORGAN STANLEY & CO INC MORGAN STANLEY SMITH BARNEY LLC MULTIMIX WHOLESALE DIVERSIFIED FIXED INTEREST TRUST NATIONAL FINANCIAL SERVICES LLC NBCN INC. NEW YORK LIFE INSURANCE & ANNUITY CORP. NEW YORK LIFE INSURANCE CO NEW YORK LIFE INSURANCE COMPANY - FD MGR NEWFLEET . HARTFORD NORTHERN TRUST COMPANY NORTHERN TRUST COMPANY/FUTURE FUND A OAKTREE CAPITAL MANAGEMENT, L.P. Oaktree Enhanced Income Funding Series I Ltd Oaktree Enhanced Income Funding Series II Ltd OAKTREE ENHANCED INCOME FUNDING SERIES III LTD OAKTREE ENHANCED INCOME FUNDING SERIES IV LTD Oaktree Senior Loan Fund LP ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION PLAN TRUST FUND OPPENHEIMER & CO INC OPPENHEIMER FUNDS OPPENHEIMER GLOBAL HIGH YIELD FUND OPPENHEIMER GLOBAL STRATEGIC INCOME FUND Oppenheimer Master Loan Fund LLC OPPENHEIMER QUEST FOR VALUE FUNDS FOR THE ACCOUNT OF OPPENHEIMER GLOBAL ALLOCATION FUND Oppenheimer Senior Floating Rate Fund OPPENHEIMER VARIABLE ACCOUNT FUNDS FOR THE ACCOUNT OF OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA PERSHING LLC SECURITIES CORPORATION PNC BANK, NA PPF NOMINEE 1 BV PPM AMERICA, INC.

6 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 18 of 42

QTRADE SECURITIES INC QUADRANGLE GROUP LLC RAYMOND JAMES & ASSOCIATES, INC RBC CAPITAL MARKETS, LLC RBC DOMINION SECURITIES INC RBS REGIONS BANK RENAISSANCE FLOATING RATE INCOME FUND RIVERNORTH/OAKTREE HIGH INCOME FUND ROYAL BANK OF CANADA RSUI INDEMNITY COMPANY SANDALWOOD OPPORTUNITY FUND SCOTTRADE INC SEI PRIVATE TRUST COMPANY SOUTHWEST SECURITIES, INC STATE STREET BANK AND TRUST COMPANY STATE STREET BANK-SPDR’S STERNE, AGEE & LEACH, INC STIFEL, NICOLAUS & COMPANY, INCORPORATED STOCKCROSS FINANCIAL SERVICES, INC STOCKTON FUNDING ULC TCW Senior Secured Loan Fund LP TD AMERITRADE CLEARING, INC TD WATERHOUSE CANADA INC THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON/THE PRUD Toronto Dominion TRANSATLANTIC REINSURANCE COMPANY UBS UBS FINANCIAL SERVICES INC UBS SECURITIES LLC UNION BANK OF CALIFORNIA, NA UNISUPER LIMITED US BANK NA USAA HIGH INCOME FUND USAA INVESTMENT MANAGEMENT COMPANY/USAA MUTUAL FUN VANGUARD MARKETING CORPORATION Virtus High Yield Fund Virtus Mult-Sector Short Term Bond Fund Virtus Senior Floating Rate Fund WEDBUSH SECURITIES INC

7 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 19 of 42

WELLPOINT INC-2 Wells Fargo WESTEN ASSET FLOATING RATE HIGH INCOME FUND LLC WESTERN ASSET BANK LOAN (MULTI CURRENCY) MASTER FUND WESTERN ASSET BANK LOAN (OFFSHORE) FUND WESTERN ASSET MANAGEMENT COMPANY Whippoorwill Associates Inc., Profit Sharing Plan WHIPPOORWILL ASSOCIATES, INC. WHIPPOORWILL CREDIT OPPORTUNITY FUND, L.P. WHIPPOORWILL LOAN OPPORTUNITY FUND, L.P

Parties filing 13-D Statements with the SEC and other 5% equity holders, if known

CHARLES SCHWAB & CO, INC CREDIT SUISSE SECURITIES (USA) LLC E*TRADE CLEARING LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INC Mount Kellett Capital Management LP NATIONAL FINANCIAL SERVICES LLC Quicksilver Energy, L.C. SCOTTRADE INC TD AMERITRADE CLEARING, INC

Litigation Counterparties Enerfex, Inc. v UOP LLC, et al (QRI) Episcopal Diocese of Fort Worth, et al v Franklin Salazar, et al Homeland Security Investigation LAR MHP Holdings, LP v OH MHP Subsurance Investors LLC, and LAR MHP, LLC (QRI Interpleader) Richardson, Jimmy v DHS Drilling Company, et al (QRI) Rossi, Sara v Pogue, et al (QRI) Texas Oil & Gas Association, et al v City of Arlington (QRI NOT PARTY) TX Railroad Commission (TRRC)

Parties appearing in the Debtor's accounts payable system 5J OILFIELD SERVICES LLC ACME TRUCK LINE INC ADVANCED CONSTRUCTION AFFIRM OILFIELD SERVICES LLC ALEXANDER OPEN SYSTEMS INC ALL U NEED GARBAGE SERVICE INC ALY CENTRIFUGE INC

8 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 20 of 42

AMERICAN SAFETY SERVICES INC ARC PRESSURE DATA INC AXIOM TECHNOLOGIES LLC BAKER HUGHES BUSINESS SUPPORT BANK OF AMERICA MERRILL LYNCH BASIC ENERGY SERVICES LP BASSLER ENERGY SERVICES BEHRINGER HARVARD BURNETT PLAZA LB BRIDGEPORT TANK TRUCKS LLC BUCKLEY OIL COMPANY BYRD OILFIELD SERVICES LLC C & D PRODUCTION SPECIALIST CO INC CARSON PEST CONTROL INC CE DFW CENTRAL PARKING SYSTEM CERIDIAN CHICO LIMESTONE INC CHILDS CORPORATION CHRISTOPHER TORRES CINTAS CORPORATION 492 CITY VENDING COMPANY INC COASTAL CHEMICAL CO LLC COGENT COMMUNICATIONS INC CULBERSON CONSTRUCTION INC D & B DATABANK HOLDINGS LTD DBA NAPA AUTO PARTS DBA NASDAQ OMX CORPORATE SOLUTION LLC DBA SELECT ENVIRONMENTAL DBA VAUGHN ENERGY SERVICES A GTI CO DBA VINSON PROCESS CONTROLS DERRICK CORPORATION DEVON ENERGY PRODUCTION CO LP DNOW L P DOWN HOLE INSPECTION INC DRILLING FLUIDS TECHNOLOGY INC DSI OILFIELD SERVICES LLC DUGGER BROTHERS INC DXP ENTERPRISES INC EAGLE EYE COMMERCIAL JANITORIAL SERV ENCORE OILFIELD SERVICES LLC

9 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 21 of 42

ENERGY SERVICE COMPANY OF BOWIE EPIC LIFT SYSTEMS ERNST & YOUNG LLP ESC LAB SCIENCES EXPRESS ENERGY SERVICES OPERATING LP F2 OILFIELD SERVICES LLC FLOWCO PRODUCTION SOLUTIONS, LLC FMC TECHNOLOGIES INC FORT WORTH WATER DEPARTMENT GATE GUARD SERVICES LP GLOBAL SERVICES GLOBENEWSWIRE GORDO VACUUM SERVICE LLC HALLIBURTON ENERGY SERVICES HODGES WELDING INDUSTRIAL DISTRIBUTION GROUP INC J & J OILFIELD ELECTRIC CO INC J & N EXCAVATING LLC JONES DAY KEETON SERVICES INC KELLY HART & HALLMAN LLP KEY ENERGY SERVICES INC KNOX OIL FIELD SUPPLY INC LEGACY MEASUREMENT SOLUTIONS LEVEL 3 COMMUNICATIONS LLC LIGHTNING OILFIELD SERVICES INC LONE STAR HYDROSTATIC LLC LOTUS LLC MARTIN DECKER TOTCO MATHENA INC MATHESON TRI GAS INC MELLINA & LARSON MOBILE THRONES LLC MONAHANS NIPPLE NATIONAL INSPECTION SERVICES LLC NEOPOST INC NEURALOG NEW TECH GLOBAL VENTURES LLC NOMAC DRILLING LLC NOV TUBOSCOPE OLSSON ASSOCIATES

10 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 22 of 42

OPIS PATRIOT COMPRESSOR PARTS LLC PCS FERGUSON INC PEAK OILFIELD SERVICES PELOTON COMPUTER ENTERPRISES INC PINNERGY LTD PRADON CONSTRUCTION & TRUCKING LTD PRECISION ENERGY SERVICES INC PROGRESSIVE WASTE SOLUTIONS OF TX, INC R & R BOTTLED WATER CO ROCKWATER SOUTH TEXAS LLC ROTO VERSAL COMPRESSION SERVICES LLC SAUL RODRIQUEZ WELDING AND TRUCKING LLC SCHLUMBERGER TECHNOLOGY CORP SES HOLDINGS LLC SHAREHOLDER.COM SHI INTERNATIONAL CORP SIMPSON THACHER & BARTLETT LLP SLATER CONTROLS SNI FINANCIAL STABIL DRILL SUMMIT INTERNATIONAL TRADING CO TECH PLAN INC TEXAS EQUIPMENT RENTAL LLC TEXAS EXCAVATION SAFETY SYSTEM INC TEXS OUTDOOR SERVICES, LLC THOMAS DARDEN THOMAS RUBBER STAMP CO INC THOMSON REUTERS (MARKETS) LLC TRUNKLINE GAS COMPANY LLC TRUPOINT WELL SERVICES LP V Z ENVIRONMENTAL VERSACOR ENTERPRISES LLC WEATHERFORD ARTIFICIAL LIFT SYSTEMS INC WEATHERFORD LABORATORIES INC WEATHERFORD US LP WEATHERFORD US LP GEMECO WESTERN MARKETING INC WESTERN WELDING INC

11 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 23 of 42

Parties appearing in the Debtor's accounts receivable system 3L ENERGY LLC AGAVE PETROLEUM LLC ARP BARNETT LLC BLACK MOUNTAIN EXPLORATIO BOGGUS MOTOR COMPANY BOGGUS MOTOR SALES II LLC BOGGUS MOTOR SALES BREITBURN OPERATING LP BRENT LEE BS HORAK TR BURNETT OIL COMPANY CHESAPEAKE EXPLORATION LP - CORTEZ RESOURCES LLC CRESTWOOD MIDSTREAM PARTN CUTHBERTSON OIL & GAS LLC DEVON ENERGY PRODUCTION C DTE GAS RESOURCES INC EAGLE DEVELOPMENT CORP ENERVEST ENERGY INSTITUTI ENI PETROLEUM US LLC AMI ENI PETROLEUM US LLC 7 ENI PETROLUEM US LLC ESCR ENI US OPERATING CO INC - ENVIRONMENTAL ALTERNATIVE EV PROPERTIES LP FIP ENERGY B LP FOUR SEVENS OIL CO LTD FRANK BOGGUS HILLWOOD OIL & GAS LP - HOBO INVESTMENT CORP JAMES L YOUNGBLOOD J-W OPERATING COMPANY KFN NR MINERAL HOLDINGS L KKR NR I MINERAL HOLDINGS KKR NR I-A MINERAL HOLDIN LEGACY RESERVES OPERATING LEGEND NATURAL GAS IV LP LINDA THOMPSON GORDON LITTLE HOSS PRODUCTION CO LYNN AYRES

12 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 24 of 42

MCG DRILLING & COMPLETION MERCURY EXPLORATION COMPA MODANO OIL & GAS LP NOEL FAMILY LP PREMIER NATURAL RESOURCES RICHARD LEE CLAMPITT ROBERT BOGGUS RON INVESTMENTS LTD SEMA CONSTRUCTION INC SILVER LAKE INDUSTRIES IN STRONG OIL & GAS LTD SUNTERRA OIL & GAS LP TEJAS WESTERN MINERALS LT TG BARNETT RESOURCES LP TOTAL E & P USA INC TSC OIL & GAS INC VANTAGE FORT WORTH ENERGY WPM MINERALS LLC XNP RESOURCES LLC XTO ENERGY INC

Utility Providers ACCUDATA SYSTEMS INC AMERICAN MILLENNIUM CORPORATION INC ARLINGTON UTILITIES AT & T AT&T MOBILITY AT&T TELECONFERENCE SERVICES ATMOS ENERGY BEHRINGER HARVARD BURNETT PLAZA LB CENTURYLINK CHARTER COMMUNICATIONS HOLDING CO. LLC CISCO WEBEX LLC CITY OF GLEN ROSE CITY OF CRAIG CITY OF HASLET COGENT COMMUNICATIONS INC COSERV DBA DISH NETWORK DIRECTV INC FIRST CHOICE POWER

13 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 25 of 42

FORT WORTH WATER DEPARTMENT GREEN MOUNTAIN ENERGY COMPANY HILCO ELECTRIC COOPERATIVE INC INTERCALL LEVEL 3 COMMUNICATIONS LLC NORTH TEXAS GROUNDWATER TEXAS EXCAVATION SAFETY SYSTEM INC TRI COUNTY ELECTRIC COOPERATIVE INC TXU ENERGY TYCO INTEGRATED SECURITY UNITED COOPERATIVE SERVICES VERIZON WIRELESS WINDSTREAM CORPORATION YAMPA VALLEY ELECTRIC ASSN INC

Landlords Behringer Harvard Bunett Plaza LP

Counterparties to executory contracts and unexpired leases Kohlberg Kravis Roberts & Co. L.P. (“KKR”) Eni Petroleum US LLC Eni US Operating Co. Inc. Eni SpA TG Barnett Resources LP Tokyo Gas Co., Ltd. Southwestern Energy Company Synergy Offshore LLC Spectra Crestwood EOG Resources MidContinent Express (MEP) BP Enlink Targa Trunkline ADEXCO Product Company AEM Production Co. II, L.L.C. AEM Production Co., L.P. Anthony Lynn Peterson Berry Barnett, L.P. Black Mountain Exploration, L.P.

14 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 26 of 42

Bradley Don Judge Brazos Electric Power Cooperative, Inc. BSLH Production Co., L.P. Burlington Resources Oil & Gas Company LP Burnett Oil Company Burtex Minerals, L.P. Carrizo Oil & Gas Inc. Chesapeake Exploration, L.L.C. Chief Holdings, LLC Chief Oil & Gas LLC Chief Resources LLC Cohort Energy Company Collins and Young, L.L.C. Cornerstone E&P Company, LP Cortez Resources, L.L.C. Devon Energy Holdings, L.L.C. Devon Energy Production Company, L.P. Doris J. Fenner DTE Gas Resources, Inc. EnCana Oil & Gas (USA) Inc. Eni Petroleum US LLC EOG Resources Inc Erik Andrew Peterson Ernest D. Fenner Estate Four Sevens Oil Company Glencrest Resources, L.L.C. Gulf Oil Corporation Hillwood Oil & Gas, L.P. James Maxwell Judge Jeffrey Brian Judge Kathryn M. Hollingsworth Kevin Anthony Peterson Linda Thompson Gordon Little Hoss Production Co., L.P. Marshall R Young Oil Co. Nortex Minerals Operating Company, L.P. Nortex Minerals, L.P. Omas Lewayne Peterson Perot Investment Partners, LTD. Petrus Development, L.P. Petrus Investment, L.P.

15 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 27 of 42 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 28 of 42

United States Trustee for the applicable district and key staff members Attix, Lauren Buchbinder, David Dortch, Shakima L. Fox, Timothy J. Giordana, Diane Green, Christine Hackman, Benjamin Heck, Jeffery Kenney, Mark Leamy, Jane Murray, Tony O’Malley, James R. Panacio, Michael Patton, Tiiara Sarkessian, Juliet Schepacarter, Richard Tinker, T. Patrick Vara, Andy Vinson, Ramona West, Michael Wynn, Dion

17 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 29 of 42 SCHEDULE 2 QUICKSILVER RESOURCES, INC. – KPMG RELATIONSHIPS

Non-Debtor Affiliated Entities Cowtown Drilling, Inc. Fortune Creek Gathering and Processing Partnership Makarios Resources International Inc. Quicksilver Production Partners LP Quicksilver Production Partners Operating Ltd. Quicksilver Resources Canada Inc.

Officers and Directors (current and for the two years prior to the chapter 11 filing) Anne Darden Self Glenn Darden Mark J. Warner Steven M. Morris Thomas F. Darden (former) W. Bryon Dunn W. Yandell Rogers, III

Indenture Trustees The Bank of New York Mellon Trust Company, N.A.

Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 30 of 42

2 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 31 of 42

ARCH INVESTMENT HOLDINS IV LTD ARES DYNAMIC CREDIT ALLOCATION FUND INC ARES ENHANCED CREDIT OPPORTUNITIES FUND B, LTD ARES ENHANCED CREDIT OPPORTUNITIES FUND II LTD ARES MANAGEMENT, LLC- FM ARES MULTI STRATEGY CREDIT FUND V H L P ARES MULT-STRATEGY CREDIT FUND INC ARES SENIOR LOAN TRUST Ares Strategic Investment Partners III LP Ares Strategic Investment Partners LTD ASIP (HOLDCO) IV S.A.R.L. AVENUE SPECIAL OPPORTUNITIES FUND II LP BANK OF AMERICA BANK OF AMERICA NA BANK OF AMERICA, NA/GWIM TRUST OPERATIONS Bank of Nova Scotia BARCLAYS BANK PLC BARCLAYS BANK PLC-FD MGR BARCLAYS CAPITAL INC BARCLAYS CAPITAL INC/BARCLAYS BANK BARCLAYS CAPITAL INC/LE BB&T BB&T SECURITIES, LLC BBVA Compass Black Diamond Offshore Ltd BLACKROCK FINANCIAL MANAGEMENT BMO NESBITT BURNS INC BNP PARIBAS PRIME BROKERAGE, INC BNP PARIBAS, CUSTODY SERVICES BNY MELLON ASSET SERVICING BNY MELLON/MID CAP BROWN BROTHERS HARRIMAN & CO California State Teachers Retirement System-3 CANDLEWOOD FINANCIAL OPPORTUNITIES FUND, LLC CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND, LP CANDLEWOOD INVESTMENT GROUP- FM CARLSON CAPITAL, L.P. CATLIN RE SWITZERLAND LTD CATLIN UNDERWRITING AGENCIES LTD-1 CERBERUS INSTITUTIONAL PARTNERS V LP CERBERUS PARTNERS, L.P.- FD MGR

3 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 32 of 42

CHARLES SCHWAB & CO, INC CIBC Citi CITIBANK INTERNATIONAL CITIBANK, NA Citibank, National Association CITIGROUP GLOBAL MARKETS INC Comerica COR CLEARING LLC Credit Agricole CREDIT AGRICOLE SECURITIES (USA) INC Credit Suisse Credit Suisse Loan Funding LL CREDIT SUISSE SECURITIES (USA) LLC CRESCENT CAPITAL GROUP Crescent Senior Secured Floating Rate Loan Fund, LLC DA DAVIDSON & CO DAVIDSON KEMPNER PARTNERS Deutsche Bank DEUTSCHE BANK SECURITIES INC Double Black Diamond Offshore Ltd E*TRADE CLEARING LLC EDC EDWARD D JONES & CO ELLINGTON MANAGEMENT GROUP LLC EMPLOYEES' RETIREMENT SYSTEM OF THE STATE OF RHODE ISLAND FIFTH THIRD BANK FIRST CLEARING, LLC FIRST SOUTHWEST COMPANY FLATIRON CLO 2014-1 LTD FRANKLIN FLOATING RATE TRUST -FD MGR Franklin Income Fund FRANKLIN MUTUAL ADVISERS-FM Franklin Templeton Variable Insurance Products Trust-Franklin Income Securities Fund FUTURE FUND BOARD OF GUARDIANS-1 GLG ORE HILL LLC- FM Goldman Sachs GOLDMAN SACHS ASSET MGMT GOLDMAN SACHS EXECUTION & CLEARING LP GOLDMAN SACHS LENDING PARTNERS LLC GOLDMAN, SACHS & CO.

4 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 33 of 42

HSBC BANK USA, NA Illinois State Board of Investment INDUSTRIAL AND COMMERCIAL BANK OF CHINA FINANCIAL ING Franklin Income Portfolio INGALLS & SNYDER, LLC INTERACTIVE BROKERS RETAIL J.P. Morgan JANNEY MONTGOMERY SCOTT LLC JEFFERIES & COMPANY INC/SECURITIES JEFFERIES LLC JEFFRIES CAPITAL JFIN CLO 2013 LTD. JNL Series Trust-JNL/Franklin Templeton Income Fund JNL/PPM AMERICA FLOATING RATE INCOME FUND John Hancock Fund II Floating Rate Income Fund JP MORGAN CHASE BANK, NA/CUSTODIAL JP MORGAN CLEARING CORP JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Key Bank LEGG MASON WESTERN ASSET SENIOR LOANS FUND LMP CORPORATE LOAN FUND INC LPL FINANCIAL CORPORATION MAC CAPITAL LTD MAINSTAY FLOATING RATE FUND, A SERIES OF MAINSTAY FUNDS TRUST Mainstay VP Floating Rate Portfolio A Series of Mainstay VP Series Fund MANUFACTURERS AND TRADERS TRUST COMPANY MANULIFE ASSET MANAGEMENT (U.S.), LLC - FD MGR MANULIFE FLOATING RATE SENIOR LOAN FUND MERRILL LYNCH, PIERCE, FENNER & SMITH INC MERRILL LYNCH/BANK OF AMERICA Midtown Acquisitions LP MISSOURI EDUCATION PENSION TRUST MITSUBISHI UFJ TRUST & BANKING CORPO Momentum Capital Fund, Ltd MONARCH ALTERNATIVE CAPITAL LP AC MONARCH MASTER FUNDING LTD MORGAN STANLEY & CO INC MORGAN STANLEY SMITH BARNEY LLC MULTIMIX WHOLESALE DIVERSIFIED FIXED INTEREST TRUST NATIONAL FINANCIAL SERVICES LLC NBCN INC. NEW YORK LIFE INSURANCE & ANNUITY CORP.

5 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 34 of 42

NEW YORK LIFE INSURANCE CO NEW YORK LIFE INSURANCE COMPANY - FD MGR NEWFLEET . HARTFORD NORTHERN TRUST COMPANY NORTHERN TRUST COMPANY/FUTURE FUND A OAKTREE CAPITAL MANAGEMENT, L.P. Oaktree Enhanced Income Funding Series I Ltd Oaktree Enhanced Income Funding Series II Ltd OAKTREE ENHANCED INCOME FUNDING SERIES III LTD OAKTREE ENHANCED INCOME FUNDING SERIES IV LTD Oaktree Senior Loan Fund LP ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION PLAN TRUST FUND OPPENHEIMER & CO INC OPPENHEIMER FUNDS OPPENHEIMER GLOBAL HIGH YIELD FUND OPPENHEIMER GLOBAL STRATEGIC INCOME FUND Oppenheimer Master Loan Fund LLC OPPENHEIMER QUEST FOR VALUE FUNDS FOR THE ACCOUNT OF OPPENHEIMER GLOBAL ALLOCATION FUND Oppenheimer Senior Floating Rate Fund OPPENHEIMER VARIABLE ACCOUNT FUNDS FOR THE ACCOUNT OF OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA PERSHING LLC SECURITIES CORPORATION PNC BANK, NA PPF NOMINEE 1 BV PPM AMERICA, INC. QTRADE SECURITIES INC QUADRANGLE GROUP LLC RAYMOND JAMES & ASSOCIATES, INC RBC CAPITAL MARKETS, LLC RBC DOMINION SECURITIES INC RBS REGIONS BANK RIVERNORTH/OAKTREE HIGH INCOME FUND ROYAL BANK OF CANADA RSUI INDEMNITY COMPANY SCOTTRADE INC SEI PRIVATE TRUST COMPANY SOUTHWEST SECURITIES, INC STATE STREET BANK AND TRUST COMPANY STATE STREET BANK-SPDR’S

6 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 35 of 42

STERNE, AGEE & LEACH, INC STIFEL, NICOLAUS & COMPANY, INCORPORATED STOCKCROSS FINANCIAL SERVICES, INC TCW Senior Secured Loan Fund LP TD AMERITRADE CLEARING, INC TD WATERHOUSE CANADA INC THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON/THE PRUD Toronto Dominion TRANSATLANTIC REINSURANCE COMPANY UBS UBS FINANCIAL SERVICES INC UBS SECURITIES LLC UNION BANK OF CALIFORNIA, NA UNISUPER LIMITED US BANK NA USAA HIGH INCOME FUND USAA INVESTMENT MANAGEMENT COMPANY/USAA MUTUAL FUN VANGUARD MARKETING CORPORATION Virtus High Yield Fund Virtus Mult-Sector Short Term Bond Fund Virtus Senior Floating Rate Fund WEDBUSH SECURITIES INC WELLPOINT INC-2 Wells Fargo WESTEN ASSET FLOATING RATE HIGH INCOME FUND LLC WESTERN ASSET BANK LOAN (MULTI CURRENCY) MASTER FUND WESTERN ASSET BANK LOAN (OFFSHORE) FUND WESTERN ASSET MANAGEMENT COMPANY Whippoorwill Associates Inc., Profit Sharing Plan WHIPPOORWILL ASSOCIATES, INC. WHIPPOORWILL CREDIT OPPORTUNITY FUND, L.P. WHIPPOORWILL LOAN OPPORTUNITY FUND, L.P

Parties filing 13-D Statements with the SEC and other 5% equity holders, if known CHARLES SCHWAB & CO, INC CREDIT SUISSE SECURITIES (USA) LLC E*TRADE CLEARING LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INC Mount Kellett Capital Management LP NATIONAL FINANCIAL SERVICES LLC Quicksilver Energy, L.C.

7 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 36 of 42

SCOTTRADE INC TD AMERITRADE CLEARING, INC

Litigation Counterparties Episcopal Diocese of Fort Worth, et al v Franklin Salazar, et al Richardson, Jimmy v DHS Drilling Company, et al (QRI) Texas Oil & Gas Association, et al v City of Arlington (QRI NOT PARTY) TX Railroad Commission (TRRC)

Parties appearing in the Debtor's accounts payable system ACME TRUCK LINE INC ADVANCED CONSTRUCTION AFFIRM OILFIELD SERVICES LLC ALEXANDER OPEN SYSTEMS INC ALY CENTRIFUGE INC AMERICAN SAFETY SERVICES INC AXIOM TECHNOLOGIES LLC BAKER HUGHES BUSINESS SUPPORT BANK OF AMERICA MERRILL LYNCH BASIC ENERGY SERVICES LP BEHRINGER HARVARD BURNETT PLAZA LB BRIDGEPORT TANK TRUCKS LLC CENTRAL PARKING SYSTEM CERIDIAN CINTAS CORPORATION 492 COASTAL CHEMICAL CO LLC COGENT COMMUNICATIONS INC D & B DATABANK HOLDINGS LTD DBA NAPA AUTO PARTS DBA NASDAQ OMX CORPORATE SOLUTION LLC DBA VAUGHN ENERGY SERVICES A GTI CO DBA VINSON PROCESS CONTROLS DERRICK CORPORATION DEVON ENERGY PRODUCTION CO LP DNOW L P DRILLING FLUIDS TECHNOLOGY INC DXP ENTERPRISES INC ERNST & YOUNG LLP EXPRESS ENERGY SERVICES OPERATING LP FMC TECHNOLOGIES INC GLOBAL SERVICES

8 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 37 of 42

GLOBENEWSWIRE HALLIBURTON ENERGY SERVICES INDUSTRIAL DISTRIBUTION GROUP INC JONES DAY KEETON SERVICES INC KELLY HART & HALLMAN LLP KEY ENERGY SERVICES INC KNOX OIL FIELD SUPPLY INC LEGACY MEASUREMENT SOLUTIONS LEVEL 3 COMMUNICATIONS LLC LOTUS LLC MARTIN DECKER TOTCO MATHENA INC MATHESON TRI GAS INC NATIONAL INSPECTION SERVICES LLC NEOPOST INC NEW TECH GLOBAL VENTURES LLC NOMAC DRILLING LLC NOV TUBOSCOPE OPIS PCS FERGUSON INC PEAK OILFIELD SERVICES PELOTON COMPUTER ENTERPRISES INC PINNERGY LTD PRECISION ENERGY SERVICES INC SCHLUMBERGER TECHNOLOGY CORP SES HOLDINGS LLC SHAREHOLDER.COM SHI INTERNATIONAL CORP SIMPSON THACHER & BARTLETT LLP STABIL DRILL TECH PLAN INC THOMAS DARDEN THOMSON REUTERS (MARKETS) LLC TRUNKLINE GAS COMPANY LLC WEATHERFORD ARTIFICIAL LIFT SYSTEMS INC WEATHERFORD LABORATORIES INC WEATHERFORD US LP WEATHERFORD US LP GEMECO WESTERN MARKETING INC

9 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 38 of 42

Parties appearing in the Debtor's accounts receivable system 3L ENERGY LLC ARP BARNETT LLC BLACK MOUNTAIN EXPLORATIO BREITBURN OPERATING LP CHESAPEAKE EXPLORATION LP - CORTEZ RESOURCES LLC CRESTWOOD MIDSTREAM PARTN DEVON ENERGY PRODUCTION C DTE GAS RESOURCES INC ENERVEST ENERGY INSTITUTI ENI PETROLEUM US LLC AMI ENI PETROLEUM US LLC 7 ENI PETROLUEM US LLC ESCR ENI US OPERATING CO INC - EV PROPERTIES LP HILLWOOD OIL & GAS LP - J-W OPERATING COMPANY KFN NR MINERAL HOLDINGS L KKR NR I MINERAL HOLDINGS KKR NR I-A MINERAL HOLDIN LEGACY RESERVES OPERATING LEGEND NATURAL GAS IV LP LITTLE HOSS PRODUCTION CO PREMIER NATURAL RESOURCES SUNTERRA OIL & GAS LP TG BARNETT RESOURCES LP TOTAL E & P USA INC VANTAGE FORT WORTH ENERGY XTO ENERGY INC

10 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 39 of 42

Utility Providers ACCUDATA SYSTEMS INC AT & T AT&T MOBILITY AT&T TELECONFERENCE SERVICES ATMOS ENERGY BEHRINGER HARVARD BURNETT PLAZA LB CENTURYLINK CHARTER COMMUNICATIONS HOLDING CO. LLC CISCO WEBEX LLC COGENT COMMUNICATIONS INC COSERV DBA DISH NETWORK DIRECTV INC FIRST CHOICE POWER GREEN MOUNTAIN ENERGY COMPANY INTERCALL LEVEL 3 COMMUNICATIONS LLC TRI COUNTY ELECTRIC COOPERATIVE INC TXU ENERGY TYCO INTEGRATED SECURITY VERIZON WIRELESS WINDSTREAM CORPORATION

Landlords Behringer Harvard Bunett Plaza LP

11 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 40 of 42

Enlink Targa Trunkline Black Mountain Exploration, L.P. Brazos Electric Power Cooperative, Inc. BSLH Production Co., L.P. Burlington Resources Oil & Gas Company LP Carrizo Oil & Gas Inc. Chesapeake Exploration, L.L.C. Chief Holdings, LLC Chief Oil & Gas LLC Cortez Resources, L.L.C. Devon Energy Holdings, L.L.C. Devon Energy Production Company, L.P. DTE Gas Resources, Inc. EnCana Oil & Gas (USA) Inc. Eni Petroleum US LLC EOG Resources Inc Gulf Oil Corporation Hillwood Oil & Gas, L.P. Kevin Anthony Peterson Little Hoss Production Co., L.P. Nortex Minerals Operating Company, L.P. Nortex Minerals, L.P. Perot Investment Partners, LTD. Petrus Development, L.P. Petrus Investment, L.P. Premier Natural Resources II, LLC Questar Exploration and Production Company Reichmann Petroleum Corp. Republic Energy Inc. Samson Resources Company Savant Resources LLC Stroud Energy, Ltd. SWEPI LP Texaco Inc. Texas Midstream Gas Services, L.L.C. TG Barnett Resources LP Total E&P USA, Inc. Vantage Fort Worth Energy, L.L.C. XTO Energy Inc.

12 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 41 of 42 Case 15-10585-LSS Doc 245-3 Filed 04/21/15 Page 42 of 42 SCHEDULE 3

ACCOUNTING SUMMARY

Invoices and Payments for 90 Days Prior to Petition Date

Date Transaction Amount Balance Due 02/19/2015 Invoice No 8000544488 $19,828 $19,828 02/19/2015 Invoice No 8000544489 $25,000 $44,828 03/05/2015 Invoice No 8000563107 $350,000 $394,828 03/10/2015 Payment of Invoice No 8000563107 ($350,000) $44,828 03/11/2015 Invoice No 8000570363 $125,000 $169,828 03/12/2015 Invoice No 8000572748 $4,754 $174,582 03/13/2015 Payment of Invoice No 8000570363 ($125,000) $49,582 03/16/2015 Payment of Invoice No 8000572748 ($4,754) $44,828 03/16/2015 Payment of Invoice No 8000544488 ($19,828) $25,000 03/16/2015 Payment of Invoice No 8000544489 ($25,000) $0 03/17/2015 Unpaid Fees $31,216 $31,216