1. business and industrial
2. company
3. bankruptcy

Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 1 of 11
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
Quicksilver Resources Inc., et al.,1
Debtors.
)
)
)
)
)
)
)
)
)
Chapter 11
Case No. 15-10585 (LSS)
Jointly Administered
Hearing Date: April 15, 2015 at 2:00 p.m. (EDT)
Obj. Deadline: April 8, 2015 at 4:00 p.m. (EDT)
DEBTORS’ MOTION FOR AN ORDER AUTHORIZING
AND APPROVING REJECTION OF CERTAIN
EXECUTORY CONTRACTS NUNC PRO TUNC TO THE DATES SPECIFIED
The debtors and debtors in possession in the above-captioned chapter 11 cases
(collectively, the “Debtors”) respectfully submit this Debtors’ Motion for an Order Authorizing
and Approving Rejection of Certain Executory Contracts Nunc Pro Tunc to the Dates Specified
(the “Motion”). In support of the Motion, the Debtors state as follows:
JURISDICTION
1.
The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and
1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).
2.
Venue in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3.
The predicates for the relief requested herein are section 105(a) and 365(a) of title
11 of the United States Code (the “Bankruptcy Code”) and rule 6006 of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”).2
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax
identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown
Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown
Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC
[1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748];
Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream
Pipeline Company LLC [9384]. The Debtors’ address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas
76102.
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 2 of 11
BACKGROUND
A.
General Background
4.
On March 17, 2015 (the “Petition Date”), each of the Debtors filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors continue
to operate their businesses and manage their properties as debtors in possession pursuant to
Bankruptcy Code sections 1107(a) and 1108. These chapter 11 cases have been consolidated for
procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015
and Local Rule 1015-1. No request for the appointment of a trustee or examiner has been made
in these chapter 11 cases. No committees have been appointed or designated.
B.
Specific Background
5.
The Debtors are engaged in the acquisition, exploration, development, and
production of onshore oil and natural gas in North America. Prior to the Petition Date, the
Debtors entered into various agreements with third parties in the ordinary course of business.
6.
In connection with these chapter 11 cases, the Debtors are evaluating the
necessity and cost efficiency of all of their executory contracts and unexpired leases. As part of
this process, the Debtors determined that certain contracts and related agreements, which are
described below and listed on Exhibit 1 to Exhibit A (the “Rejected Contracts”), are
unnecessary and burdensome to the Debtors’ estates and should be rejected immediately:

Transportation Contracts. Prior to the Petition Date, Quicksilver Resources Inc.
(“QRI”) entered into various contracts with third parties for the transportation of
extracted natural gas, including (i) Contract No. 553386, dated August 21, 2008,
as amended and supplemented from time to time, between QRI and Midcontinent
Express Pipeline LLC (the “MEP Contract”), (ii) the Rate Schedule FT, Firm
Transportation Service Form of Service Agreement, Contract No. 20844, dated
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.
2
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 3 of 11
February 1, 2008, between QRI and Trunkline Gas Company, LLC (the
“Trunkline Contract”), and (iii) the Section 311 Firm Transportation Agreement,
dated May 13, 2009, between QRI and Enlink North Texas Pipeline, LP (formerly
known as Crosstex North Texas Pipeline, L.P.) (the “Enlink Contract” and,
together with the MEP Contract and the Trunkline Contract, the “Transportation
Contracts”). Based on recent changes in the market environment in which the
Debtors operate, the Transportation Contract have become economically
disadvantageous and do not provide any value to the Debtors’ estates.
Additionally, in certain instances, the Debtors are unable to utilize available
capacity under the Transportation Contracts because the Debtors instead transport
gas to markets that are not serviced by the applicable contracts. By rejecting the
Transportation Contracts, the Debtors estimate that they will realize cost savings
of up to approximately $547,000 per month net of amounts attributable to outside
interest owners. By this Motion, the Debtors are seeking to reject the
Transportation Contracts, together with all amendments, supplements,
restatements, and revisions thereto, nunc pro tunc to April 1, 2015.

BP Contracts. Prior to the Petition Date, QRI and BP Energy Company (“BP
Energy”) entered into a Base Contract for Sale and Purchase of Natural Gas, dated
July 20, 2009 and the Confirmation, dated July 20, 2009 (together, the “BP
Contracts”), pursuant to which the Debtors sell natural gas to BP Energy. As a
result of changes in the natural gas market and the structure of the BP Contracts,
the Debtors believe that the BP Contracts are no longer economic and do not
provide any value to the Debtors’ estates. The Debtors estimate that they can
increase sales revenue by up to approximately $258,000 per month net of amounts
attributable to outside interest owners by rejecting the BP Contracts. By this
Motion, the Debtors are seeking to reject the BP Contracts, together with all
amendments, supplements, restatements, and revisions thereto, nunc pro tunc to
April 1, 2015.

Pirtlaw Letter Agreement. Prior the Petition Date, QRI entered into a mineral
lease relating to Wolf Mountain Ranch located in Colorado (the “Wolf Mountain
Lease”). In connection with an amendment and extension to the Wolf Mountain
Lease, QRI, Pirtlaw Partners, Ltd., Robert L. Waltrip, and Wolf Mountain Ranch,
LLC entered into a letter agreement dated October 22, 2013 (the “Pirtlaw Letter
Agreement”). Pursuant to the Pirtlaw Letter Agreement, QRI agreed to, among
other things, drill four wells on the leased premises. At the time that QRI entered
into the Pirtlaw Letter Agreement, QRI had active operations in Colorado. Since
that time, however, QRI has sold substantially all of its assets in Colorado and no
longer has active operations there. Moreover, current oil prices make it
uneconomic to drill in this area. Because the Debtors no longer have significant
assets or operations in Colorado, the Pirtlaw Letter Agreement burdens the estates
with unnecessary obligations and expenses. By this Motion, the Debtors are
seeking to reject the Pirtlaw Letter Agreement nunc pro tunc to the Petition Date.

Nomac Contract. Prior to the Petition Date, the Debtors entered into a contract
with Nomac Drilling, L.L.C. for well drilling services (the “Nomac Contract”).
3
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 4 of 11
Because of market conditions in the oil and gas industry, this contract has become
uneconomic and the pricing exceeds market standards. The terms of the Nomac
Contract provide that the Debtors must pay for well drilling services regardless of
whether and how often they are used for the duration of the contract’s term. The
Debtors believe that, after rejecting the Nomac Contract, they could solicit similar
services for drilling at an estimated cost savings of up to $4,000 to $5,000 per
day. Additionally, the Debtors believe that they could obtain more flexible terms.
Therefore, the Debtors believe that rejecting the Nomac Contract is a reasonable
exercise of their business judgment under the circumstances. By this Motion, the
Debtors are seeking to reject the Nomac Contract nunc pro tunc to the Petition
Date.

HRB Consulting Agreements. Prior to the Petition Date, QRI entered into
several consulting agreements in connection with marketing efforts related to the
Horn River basin in British Columbia, Canada. Specifically relevant to this
Motion, QRI entered into the following: (i) the Consultant Agreement, dated
January 13, 2012, as amended on October 1, 2012, and the letter agreement dated
January 29, 2014 each with Zane Reiter d/b/a Zelta Capital Partners (collectively,
the “Zelta Consulting Agreement”); (ii) the engagement letter dated December 6,
2011 as amended on March 27, 2013, with Credit Suisse Securities (USA) LLC
(the “Credit Suisse Consulting Agreement”); (iii) the Consultant Agreement,
dated April 1, 2013, as amended effective April 1, 2013, with Bengal
Expeditionary Partners LLC, Avascent International LLC, Jason Nye, and
Stephan Ganyard (the Bengal Consulting Agreement”); and (iv) an agreement
with Thomas F. Darden, former Chairman of the Board of Directors of QRI,
which governs the terms of Mr. Darden’s retirement as an executive of QRI and
provision of consulting services following his retirement (the “Darden Separation
Agreement” and, collectively with the Zelta Consulting Agreement, the Credit
Suisse Consulting Agreement, and the Bengal Consulting Agreement, the “HRB
Consulting Agreements”).3 The Darden Separation Agreement contemplated that
Mr. Darden would be engaged by QRI as a consultant regarding QRI’s pursuit of
a strategic transaction in the Horn River Basin for the three-year period following
his retirement (i.e., through December 31, 2016) and would receive a monthly
consulting fee of $45,000, plus $12,500 per month and additional reimbursements
with respect to certain business expenses. Further, under the terms of the Darden
Separation Agreement, Mr. Darden is eligible to receive bonuses of up to
$2,500,000 in the aggregate under certain circumstances in connection with
certain possible future strategic transactions of the company occurring on or
before December 31, 2016. The Debtors and their advisors have reviewed each of
the HRB Consulting Agreements. Based on that review, the Debtors have
determined that these services are no longer necessary to the operation of their
business or to the pursuit of a strategic transaction for the Horn River basin. By
3 The Zelta Consulting Agreement, Credit Suisse Consulting Agreement, and Bengal Consulting
Agreement were each terminated by QRI prior to the Petition Date. However, out of an abundance of caution and to
the extent that any obligations survive termination of these agreements and render any of these agreements
executory, the Debtors seek to reject them nunc pro tunc to the Petition Date.
4
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 5 of 11
this Motion, the Debtors are seeking to reject each of the HRB Consulting
Agreements, together with all amendments, supplements, restatements, and
revisions thereto, nunc pro tunc to the Petition Date.

Jefferies Engagement Letter. Prior to the Petition Date, QRI and Jefferies &
Company, Inc. (“Jefferies”) entered into an Engagement Letter, dated January 27,
2012 (the “Jefferies Engagement Letter”), pursuant to which QRI engaged
Jefferies to provide advisory services to facilitate the sale, transfer, or other
disposition of certain of the company’s assets. The Jefferies Engagement Letter
contemplates that Jefferies will receive, among other things, a transaction fee
equal to the greater of $2 million or 1.5% of “Transaction Value” (as defined in
the Jefferies Engagement Letter). Jefferies remains eligible to receive such
transaction fee for up to 12 months after termination of the Jefferies Engagement
Letter. Because they are no longer using Jefferies’ services, and are instead
seeking to retain Houlihan Lokey Capital, Inc. as their financial advisor in these
chapter 11 cases, the Debtors believe that the Jefferies Engagement Letter should
be rejected to avoid an unnecessary financial burden on the Debtors’ estates in the
form of a potential transaction fee payable to Jefferies. By this Motion, the
Debtors are seeking to reject the Jefferies Engagement Letter nunc pro tunc to the
Petition Date.
7.
Based on the foregoing, the Debtors believe that the Rejected Contracts are
uneconomical and burdensome to their estates. Accordingly, the Debtors believe that rejection
of the Rejection Contracts nunc pro tunc to the dates specified above is essential to their
reorganization in these chapter 11 cases and, therefore, is in the best interests of the Debtors,
their estates, and their creditors.
RELIEF REQUESTED
8.
The Debtors submit this Motion pursuant to Bankruptcy Code sections 105(a) and
365(a) and Bankruptcy Rule 6006, requesting entry of an order, substantially in the form
attached hereto as Exhibit A (the “Proposed Order”), authorizing and approving the rejection of
the Rejected Contracts, as set forth in Exhibit 1 to the Proposed Order, nunc pro tunc to April 1,
2015 for the Transportation Contracts and BP Contracts and to the Petition Date for the
remaining Rejected Contracts.
5
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 6 of 11
SUPPORTING AUTHORITY
A.
Rejection of the Rejected Contracts Nunc Pro Tunc to the Dates Specified Is
Appropriate and Provides the Debtors with Significant Cost Savings
9.
Bankruptcy Code section 365(a) provides that a debtor in possession, “subject to
the court’s approval, may . . . reject any executory contract or unexpired lease of the debtor.” 11
U.S.C. § 365(a). The decision to assume or reject an executory contract is a matter within the
“business judgment” of the debtor. See Nat’l Labor Relations Bd. v. Bildisco & Bildisco (In re
Bildisco), 682 F.2d 72, 79 (3d Cir. 1982) (“The usual test for rejection of an executory contract is
simply whether rejection would benefit the estate, the ‘business judgment’ test.” (citing 2
COLLIER ON BANKRUPTCY ¶ 365.03 (15th ed. 1981))); In re Trans World Airlines, Inc., 261 B.R.
103, 121 (Bankr. D. Del. 2001) (noting that the business judgment standard is “widely accepted”
in the context of rejecting executory contracts). Application of the business judgment standard
requires a court to approve a debtor’s business decision unless the decision is the product of bad
faith, whim, or caprice. Lubrizol Enters., Inc. v. Richmond Metal Finishes, 756 F.2d 1043, 1047
(4th Cir. 1985); In re Caribbean Petroleum Corp., 444 B.R. 263, 268 (Bankr. D. Del. 2010).
Further, “[t]his provision allows a trustee to relieve the bankruptcy estate of burdensome
agreements which have not been completely performed.”
Stewart Title Guar. Co. v. Old
Republic Nat’l Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996) (citation omitted); see also In re
Rickel Home Ctrs., Inc., 209 F.3d 291, 298 (3d Cir. 2000) (citing Stewart Title).
10.
Rejection of an executory contract is appropriate where such rejection would
benefit the estate. Sharon Steel Corp. v. Nan Fuel Gas Distrib. Corp. (In re Sharon Steel Corp.),
872 F.2d 36, 39-40 (3d Cir. 1989). Upon finding that a debtor has exercised its sound business
judgment in determining that rejection of certain contracts is in the best interests of its creditors
and all parties in interest, a court should approve the rejection under Bankruptcy Code section
6
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 7 of 11
365(a). In re Fed. Mogul Global, Inc., 293 B.R. 124, 126 (D. Del. 2003); see also In re
Wheeling-Pittsburg Steel Corp., 59 B.R. 129, 136 (Bankr. W.D. Penn. 1986) (discussing
deference accorded by court to debtors’ decision to assume or reject an executory contract,
which “should be granted as a matter of course”) (quoting In re Summit Land Co., 13 B.R. 310,
315 (Bankr. D. Utah 1981)).
11.
The rejection of the Rejected Contracts is a proper exercise of the Debtors’
business judgment. As set forth above, the Debtors are in the process of reviewing all of their
executory contracts and unexpired leases.
The Debtors, together with their advisors, have
analyzed the Rejected Contracts and evaluated the benefits and burdens of such contracts. For
the Debtors to adjust their operations to current market conditions and maximize the value of
their estates, the Debtors believe that the Rejected Contracts must be rejected. As explained
above, the Transportation Contracts and the BP Contracts are no longer economic from the
perspective of the Debtors’ estates, and rejection of such contracts will enable the Debtors to
realize significant cost savings. In addition, by rejecting the HRB Consulting Agreements and
the Jefferies Engagement Letter, the Debtors will avoid incurring unnecessary financial burdens
for services that are no longer being provided to the Debtors’ estates. Accordingly, the decision
to reject the Rejected Contracts is a proper exercise of the Debtors’ business judgment, and
rejection of the Rejected Contracts should be approved.
B.
Rejection of the Rejected Contracts Nunc Pro Tunc to the Dates Specified Is
Appropriate Under the Circumstances
12.
In authorizing the Debtors’ rejection of the Rejected Contracts, the Debtors
request that such rejection be effective nunc pro tunc to April 1, 2015 with respect to the
Transportation Contracts and BP Contracts and to the Petition Date for the remaining Rejected
Contracts subject to this Motion. Bankruptcy courts are empowered to grant such retroactive
7
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 8 of 11
rejection of a contract or lease under Bankruptcy Code sections 105(a) and 365(a). See, e.g., In
re Chi-Chi’s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (acknowledging that a bankruptcy
court may approve a rejection retroactive to the date the motion is filed after balancing the
equities in the particular case); In re Fleming Cos., 304 B.R. 85, 96 (Bankr. D. Del. 2003)
(stating that rejection has been allowed nunc pro tunc to the date of the motion in certain
circumstances); In re Filene’s Basement, LLC, No. 11-13511(KJC) (Bankr. D. Del. Nov. 22,
2011), [D.I. 246] (authorizing the rejection of executory contracts and unexpired leases nunc pro
tunc to the petition date at a “second day” hearing); Thinking Machines Corp. v. Mellon Fin.
Servs. Corp. (In re Thinking Machines Corp.), 67 F.3d 1021, 1028 (1st Cir. 1995) (noting that
“[i]n the section 365 context, this means that bankruptcy courts may enter retroactive orders of
approval, and should do so when the balance of equities preponderates in favor of such
remediation”).
13.
Indeed, courts in this jurisdiction have considered and allowed retroactive
rejection to dates before entry of the order approving the rejection. See, e.g., In re Energy Future
Holdings Corp., No. 14-10979 (CSS) (Bankr. D. Del. June 30, 2014) [D.I. 1316] (authorizing
nunc pro tunc rejection of lease); In re Longview Power, LLC, Case No. 13-1211 (BLS) (Bankr.
D. Del. June 23, 2014) [D.I. 1309] (authorizing rejection of leases nunc pro tunc to filing date of
motion); In re QCE Fin. LLC, Case No. 14-10543 (PJW) (Bankr. D. Del. Apr. 22, 2014) [Docket
No. 238] (authorizing rejection of executory contract effective nunc pro tunc to petition date); In
re EWGS Intermediary, LLC, No. 13-12876 (MFW) (Bankr. D. Del. Mar. 24, 2014) [D.I. 326]
(authorizing nunc pro tunc rejection of certain real property leases); In re Old FENM Inc., No.
13-12569 (KJC) (Bankr. D. Del. Jan. 23, 2014) [D.I. 507] (same); In re OnCure Holdings, Inc.,
8
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 9 of 11
No. 13-11540 (KG) (Bankr. D. Del. Aug. 20, 2013) [D.I. 274] (authorizing rejection of
unexpired lease nunc pro tunc to petition date).
14.
Here, the balance of the equities favors rejection nunc pro tunc to April 1, 2015
for the Transportation Contracts and BP Contracts and to the Petition Date for the remaining
Rejected Contracts. As set forth above, the Rejected Contracts provide no benefit to the Debtors,
and instead impose a financial burden on the Debtors’ estates. Absent retroactive rejection, the
Debtors could be forced to incur unnecessary administrative charges and obligations under the
Rejected Contracts without any corresponding tangible benefit to their estates. Moreover, the
Debtors filed this Motion on March 25, 2015—only eight days after the Petition Date and prior
to the date upon which they are seeking to make rejection of the Transportation Contracts and BP
Contracts effective. Accordingly, the Debtors respectfully submit that it is fair and equitable for
the Court to hold that the Rejected Contracts are rejected nunc pro tunc to the dates specified
herein.
WAIVER OF BANKRUPTCY RULE 6004(h)
15.
Given the nature of the relief requested herein, the Debtors respectfully request a
waiver of the fourteen-day stay under Bankruptcy Rule 6004(h). Pursuant to Bankruptcy Rule
6004(h), “[a]n order authorizing the use, sale, or lease of property other than cash collateral is
stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise.”
Fed. R. Bankr. P. 6004(h). The Debtors submit that, under the circumstances, ample cause exists
to justify the waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h), to the extent it
applies.
DEBTORS’ RESERVATION OF RIGHTS
16.
Nothing contained herein is intended or should be construed as an admission as to
the validity of any claim against the Debtors, a waiver of the Debtors’ rights to dispute any
9
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 10 of 11
claim, or an approval or assumption of any agreement, contract, or lease under Bankruptcy Code
section 365. Likewise, if this Court grants the relief sought herein, any payment made pursuant
to the Court’s order is not intended and should not be construed as an admission as to the validity
of any claim or a waiver of the Debtors’ rights to dispute such claim subsequently.
NO PRIOR MOTION
17.
No prior motion for the relief requested herein has been made by the Debtors to
this or to any other court.
NOTICE
18.
No trustee, examiner, or creditors’ committee has been appointed in these chapter
11 cases. The Debtors have provided notice of this Motion to (a) the Office of the United States
Trustee for the District of Delaware, Attn: Jane Leamy, Esq.; (b) the entities listed on the
Consolidated List of Creditors Holding the 30 Largest Unsecured Claims filed pursuant to
Bankruptcy Rule 1007(d); (c) counsel to the agents under the Debtors’ pre-petition credit
facilities; (d) counsel to the Ad Hoc Group of Second Lienholders; (e) counsel to the indenture
trustees under the Debtors’ pre-petition indentures; (f) the United States Securities and Exchange
Commission; (g) the United States Internal Revenue Service; and (h) any parties entitled to
notice pursuant to Local Rule 2002-1(b). In light of the nature of the relief requested in this
Motion, the Debtors respectfully submit that no further notice is necessary.
10
Case 15-10585-LSS
Doc 121
Filed 03/25/15
Page 11 of 11
WHEREFORE, for the reasons set forth herein, the Debtors respectfully request
that the Court (a) enter the Proposed Order substantially in the form annexed hereto as Exhibit A
granting the relief requested in the Motion and (b) grant such other and further relief as may be
just and proper.
Wilmington, Delaware
Date: March 25, 2015
/s/ Amanda R. Steele
RICHARDS, LAYTON & FINGER, P.A.
Paul N. Heath (DE 3704)
Amanda R. Steele (DE 5530)
Rachel L. Biblo (DE 6012)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
– and –
AKIN GUMP STRAUSS HAUER & FELD LLP
Charles R. Gibbs (admitted pro hac vice)
Sarah Link Schultz (admitted pro hac vice)
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
Ashleigh L. Blaylock (admitted pro hac vice)
Kevin M. Eide (admitted pro hac vice)
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
PROPOSED COUNSEL FOR DEBTORS AND
DEBTORS IN POSSESSION
11
Case 15-10585-LSS
Doc 121-1
Filed 03/25/15
Page 1 of 2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
Quicksilver Resources Inc., et al.,1
Debtors.
)
)
)
)
)
)
)
)
)
Chapter 11
Case No. 15-10585 (LSS)
Jointly Administered
Hearing Date: April 15, 2015 at 2:00 p.m. (EDT)
Obj. Deadline: April 8, 2015 at 4:00 p.m. (EDT)
NOTICE OF MOTION AND HEARING
PLEASE TAKE NOTICE that, on March 25, 2015, the above-captioned debtors and
debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for an Order
Authorizing and Approving Rejection of Certain Executory Contracts Nunc Pro Tunc to the
Dates Specified (the “Motion”) with the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”).
PLEASE TAKE FURTHER NOTICE that, any responses or objections to the Motion
must be filed in writing with the Bankruptcy Court, 824 N. Market Street, 3rd Floor, Wilmington,
Delaware 19801, and served upon and received by the undersigned proposed counsel for the
Debtors on or before April 8, 2015 at 4:00 p.m. (Eastern Daylight Time).
PLEASE TAKE FURTHER NOTICE that, if an objection is timely filed, served and
received and such objection is not otherwise timely resolved, a hearing to consider such
objection and the Motion will be held before The Honorable Laurie Selber Silverstein at the
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.
Case 15-10585-LSS
Doc 121-1
Filed 03/25/15
Page 2 of 2
Bankruptcy Court, 824 N. Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware 19801
on April 15, 2015 at 2:00 p.m. (Eastern Daylight Time).
IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND
RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT
MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER
NOTICE OR HEARING.
Wilmington, Delaware
Date: March 25, 2015
/s/ Amanda R. Steele
RICHARDS, LAYTON & FINGER, P.A.
Paul N. Heath (DE 3704)
Amanda R. Steele (DE 5530)
Rachel L. Biblo (DE 6012)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
– and –
AKIN GUMP STRAUSS HAUER & FELD LLP
Charles R. Gibbs (admitted pro hac vice)
Sarah Link Schultz (admitted pro hac vice)
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
Ashleigh L. Blaylock (admitted pro hac vice)
Kevin M. Eide (admitted pro hac vice)
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
PROPOSED COUNSEL FOR DEBTORS AND
DEBTORS IN POSSESSION
2
Case 15-10585-LSS
Doc 121-2
Filed 03/25/15
Exhibit A
Proposed Order
Page 1 of 7
Case 15-10585-LSS
Doc 121-2
Filed 03/25/15
Page 2 of 7
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
Quicksilver Resources Inc., et al.,1
Debtors.
)
)
)
)
)
)
)
Chapter 11
Case No. 15-10585 (LSS)
Jointly Administered
ORDER AUTHORIZING AND APPROVING
REJECTION OF CERTAIN EXECUTORY CONTRACTS
NUNC PRO TUNC TO THE DATES SPECIFIED
Upon the Motion2 of the above-captioned debtors and debtors in possession (collectively,
the “Debtors”) for entry of this Order pursuant to Bankruptcy Code sections 105(a) and 365(a)
and Bankruptcy Rule 6006 authorizing and approving the Debtors’ rejection of the Rejected
Contracts set forth on Exhibit 1 attached hereto nunc pro tunc to the dates specified in the
Motion; and the Court having jurisdiction to consider this Motion and the relief requested therein
in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief
requested therein being a core proceeding in accordance with 28 U.S.C. § 157(b)(2); and venue
being proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice
of the Motion being adequate and appropriate under the particular circumstances; and a hearing
having been held to consider the relief requested in the Motion; and upon the record of the
hearing, and all proceedings had before the Court; and the Court having found and determined
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax
identification number, are: Quicksilver Resources Inc. [6163]; Barnett Shale Operating LLC [0257]; Cowtown
Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown
Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC
[1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748];
Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream
Pipeline Company LLC [9384]. The Debtors’ address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas
76102.
2
Motion.
All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the
Case 15-10585-LSS
Doc 121-2
Filed 03/25/15
Page 3 of 7
that the relief sought in the Motion is in the best interests of the Debtors’ estates, their creditors,
and other parties in interest and that the legal and factual bases set forth in the Motion establish
just cause for the relief granted herein; and any objections to the requested relief having been
withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing
therefor, it is hereby ORDERED:
1.
The Motion is granted as set forth herein.
2.
Each of the Rejected Contracts set forth on Exhibit 1 attached hereto is hereby
rejected. Such rejection shall be effective nunc pro tunc to April 1, 2015 for the Transportation
Contracts and the BP Contracts, and effective nunc pro tunc to the Petition Date for the Pirtlaw
Letter Agreement, the Nomac Contract, the HRB Consulting Agreements, and the Jefferies
Engagement Letter.
3.
Any claims based on the rejection of the Rejected Contracts shall be filed in
accordance with the bar date for filing proofs of claim, to be established by the Court at a later
date.
4.
Notwithstanding the relief granted herein and any actions taken hereunder,
nothing contained in this Order shall constitute, nor is it intended to constitute, an admission as
to the validity or priority of any claim against the Debtors, the creation of an administrative
priority claim on account of the pre-petition obligations sought to be paid, or the assumption or
adoption of any contract or agreement under Bankruptcy Code section 365.
5.
Notice of the Motion as provided herein shall be deemed good and sufficient and
such notice satisfies the requirements of Bankruptcy Rule 6004(a) and the Local Rules.
6.
Notwithstanding the possible applicability of Bankruptcy Rule 6004(h), this order
shall be immediately effective and enforceable upon its entry.
2
Case 15-10585-LSS
7.
Doc 121-2
Filed 03/25/15
Page 4 of 7
The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this order.
8.
The Court retains jurisdiction with respect to all matters arising from or related to
the interpretation or implementation of this order.
Wilmington, Delaware
Date: April ___, 2015
THE HONORABLE LAURIE SELBER SILVERSTEIN
UNITED STATES BANKRUPTCY JUDGE
3
Case 15-10585-LSS
Doc 121-2
Filed 03/25/15
Exhibit 1
List of Rejected Contracts
Page 5 of 7
Case 15-10585-LSS
Doc 121-2
Description of Contract
Consultant Agreement, dated April 1, 2013,
together with all amendments, supplements,
restatements, and revisions thereto
Filed 03/25/15
Page 6 of 7
Counterparties
Avascent International LLC
Stephan Ganyard
1615 L Street NW
Suite 1200
Washington, DC 20036
Bengal Expeditionary Partners LLC
9020 Virginia Terrace
Lorton, VA 22079
Jason Nye
3432 37th Avenue SW
Seattle, WA 98126
Base Contract for Sale and Purchase of
Natural Gas, dated July 20, 2009, together
with all amendments, supplements,
restatements, and revisions thereto
BP Energy Company
Attn: Contract Services
P.O. Box 3092
Houston, TX 77253-3092
Confirmation, dated July 20, 2009, together
with all amendments, supplements,
restatements, and revisions thereto
Letter agreement, dated December 6, 2011,
together with all amendments, supplements,
restatements, and revisions thereto
Credit Suisse Securities (USA) LLC
Attn: Tim Perry
Eleven Madison Avenue
New York, NY 10010-3629
Contract No. TRN 00455, Section 311 Firm
Gas Transportation Agreement, dated May
13, 2009, together with all amendments,
supplements, restatements, and revisions
thereto
EnLink North Texas Pipeline, LP
f/k/a Crosstex North Texas Pipeline, L.P.
Attn: Contract Administration
2501 Cedar Springs, Suite 100
Dallas, TX 75201
Engagement Letter, dated January 27, 2012,
together with all amendments, supplements,
restatements, and revisions thereto
Jefferies & Company, Inc.
Attn: General Counsel
520 Madison Avenue
New York, NY 10022
Contract No. 553386, dated August 21,
2008, together with all amendments,
supplements, restatements, and revisions
thereto
Midcontinent Express Pipeline LLC
1001 Louisiana Street
Suite 1000
Houston, TX 77002
Daywork Drilling Contract, dated July 9,
2014, together with all amendments,
Nomac Drilling, L.L.C.
Rig 308
Case 15-10585-LSS
Doc 121-2
Filed 03/25/15
supplements, restatements, and revisions
thereto
3400 S. Radio Road
El Reno, OK 73036
Letter Agreement regarding Quicksilver
Well Commitment Proposal, dated October
22, 2013, together with all amendments,
supplements, restatements, and revisions
thereto
Pirtlaw Partner, Ltd.
P.O. Box 130548
Houston, TX 77219
Page 7 of 7
Robert L. Waltrip
1929 Allen Parkway
12th Floor
Houston, TX 77019
Wolf Mountain Ranch, LLC
1929 Allen Parkway
Houston, TX 77019
Agreement, dated May 15, 2013
Thomas F. Darden
44 Valley Ridge Rd.
Fort Worth, Texas 76107
With a copy to:
Fred S. Stovall
Patton Boggs LLP
2000 McKinney Ave., Suite 1700
Dallas, Texas 75201
Rate Schedule FT, Firm Transportation
Service Form of Service Agreement,
Contract No. 20844, dated February 1,
2008, together with all amendments,
supplements, restatements, and revisions
thereto
Trunkline Gas Company, LLC
Attn: Customer Service
P.O. Box 4967
Houston, TX 77210-4967
Consultant Agreement, dated January 13,
2012, together with all amendments,
supplements, restatements, and revisions
thereto
Zane Reiter
Zelta Capital Partners
Suite 17318
Lower Ground Floor
145-157 St. John Street
London, EC1V 4PW
United Kingdom
2