in the united states bankruptcy court for the …cases.gcginc.com/kwk/pdflib/833_10585.pdf ·...

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE A

----------------------------------------------------------- x In re: Quicksilver Resources Inc., et al., Debtors.1

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Chapter 11 Case No. 15-10585 (LSS) Jointly Administered

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COVER SHEET FOR SIXTH MONTHLY FEE APPLICATION OF HOULIHAN LOKEY CAPITAL, INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES

RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE DEBTORS FOR THE PERIOD OF

SEPTEMBER 1, 2015 THROUGH SEPTEMBER 30, 2015 Name of Applicant: Houlihan Lokey Capital, Inc. Authorized to Provide Professional Services to: the above-captioned debtors and debtors-in-

possession Date of Retention: April 27, 2015, nunc pro tunc to March 17, 2015 Period for which compensation and reimbursement are sought: September 1, 2015 through September 30, 2015

Amount of Compensation sought as actual, reasonable, and necessary: $150,000.00, (80% of which equals

$120,000.00)

Amount of Expense Reimbursement sought as actual, reasonable, and necessary: $18,081.41 This is a(n): X Monthly ___ Interim ___ Final Application

Is this a first monthly application? Yes No X

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]; OPP 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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Case 15-10585-LSS Doc 833 Filed 11/09/15 of 12

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Objection Deadline: November 30, 2015 at 4:00 p.m.

Prior Applications Filed:

Date Filed Period Covered Fees Expenses7/1/2015 3/17/2015 - 4/30/2015 $222,580.65 $1,899.55

7/30/2015 5/1/2015 - 5/31/2015 $120,000.00 $10,576.987/30/2015 6/1/2015 - 6/30/2015 $120,000.00 $878.04

8/13/2015(1) 3/17/2015 - 6/30/2015 $522,580.65 $13,354.579/16/2015 7/1/2015 - 7/31/2015 $120,000.00 $5,793.3810/5/2015 8/1/2015 - 8/31/2015 $120,000.00 $14,005.51

(1) Represents Houlihan Lokey's Interim Fee Application [D.I. 556].

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Quicksilver Resources Inc.Houlihan Lokey Work Hours Summary September 1, 2015 - September 30, 2015

September 1, 2015 - September 30, 2015Employee A B C D E TotalJohn-Paul Hanson 3.5 24.0 22.0 1.5 0.0 51.0Adam Dunayer 2.5 25.5 22.0 2.0 0.0 52.0Michael Boone 2.0 25.0 21.0 11.5 0.0 59.5Dan Crowley 5.0 5.0 15.0 8.5 9.5 43.0Michael Haney 4.0 6.0 19.0 21.0 25.0 75.0Marcus Bellows 21.0 7.0 17.5 13.5 114.0 173.0Justin Zammit 24.0 21.5 18.0 32.5 102.0 198.0Scott Ingles 20.5 7.0 19.0 15.0 159.0 220.5Neel Gupta 48.5 20.5 18.0 0.5 156.0 243.5Jordan Gaglione 38.0 1.0 4.0 0.5 0.0 43.5Total 169.0 142.5 175.5 106.5 565.5 1,159.0

LegendA General Case AdministrationB Correspondence with Debtors and AdvisorsC Correspondence with CreditorsD Other CorrespondenceE Analysis, Presentations, and Due Diligence

Houlihan Lokey - Quicksilver Resources Inc. Work Hours Summary

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EXPENSE SUMMARY

Expense Category Amount Incurred

Airfare $7,916.76 Lodging 3,149.07 Ground Transportation 2,401.48 Travel and Overtime Meals 3,589.36 Telephone and Data 642.39 Delivery 47.12 Research 335.23 Expense Retainer 0.00 Total Expenses $18,081.41

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE


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SIXTH MONTHLY FEE APPLICATION OF HOULIHAN LOKEY CAPITAL, INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR AND INVESTMENT

BANKER TO THE DEBTORS FOR THE PERIOD OF SEPTEMBER 1, 2015 THROUGH SEPTEMBER 30, 2015

Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), as financial advisor and investment

banker to the debtors and debtors-in-possession in the above-captioned cases (collectively, the

“Debtors”), hereby submits its application for compensation and reimbursement of expenses (the

“Application”) pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the

“Bankruptcy Code”), Rule 2014 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”) and the Order

Establishing Procedures for Interim Compensation and Reimbursement of Professionals [Docket

No. 195] (the “Interim Compensation Order”). By the Application, Houlihan Lokey seeks

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]; OPP 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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Objection Deadline: November 30, 2015 at 4:00 p.m.

compensation for investment banking services performed and expenses incurred during the

period commencing September 1, 2015 through September 30, 2015 (the “Application Period”).

By this Application, Houlihan Lokey requests: (a) monthly allowance of compensation of

$150,000.00 (80% of which equals $120,000.00) and (b) reimbursement of $18,081.41 in

expenses in accordance with the Interim Compensation Order. Therefore, the total payment

requested (80% of fees and 100% of expenses) to be paid for the Application Period is

$138,081.41.

Pursuant to Local Bankruptcy Rule 2016-2, this Application is supported by the

Certification of Adam L. Dunayer, which is annexed hereto as Exhibit A. In support of this

Application, Houlihan Lokey states as follows:

BACKGROUND

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

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate

their businesses and manage their property as debtors-in-possession pursuant to sections 1107(a)

and 1108 of the Bankruptcy Code.

2. On March 25, 2015, the Office of the United States Trustee (the “U.S. Trustee”)

appointed an official committee of unsecured creditors (the “Committee”) in these cases.

3. On March 25, 2015, the Debtors filed an application for an order approving the

employment and retention of Houlihan Lokey [Docket No. 129] (the “Retention Application”).

4. On April 27, 2015, the Court entered its Order approving the Retention

Application [Docket No. 284] (the “Retention Order”).

5. On August 20, 2015, the Court entered its Order appointing a fee examiner (the

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“Fee Examiner”) in these cases [Docket No. 582].

6. The terms and conditions of Houlihan Lokey’s engagement in these cases, which

are embodied in the Retention Application and approved by the Court, are based upon Houlihan

Lokey’s Engagement Agreement with the Debtor as of January 27, 2014 (the “Engagement

Agreement”). Pursuant to the Engagement Agreement, Houlihan Lokey is to be compensated

monthly fees totaling $150,000.00 for the period from September 1, 2015 through September 30,

2015.

7. In addition, the Engagement Agreement entitles Houlihan Lokey to receive

reimbursement of all actual and reasonable out-of-pocket expenses.

8. As detailed in the Retention Application, the terms of the Engagement Agreement

are comparable to the terms Houlihan Lokey and other financial advisors and investment bankers

have agreed upon in similar engagements, both in and outside of bankruptcy.

By this Application, Houlihan Lokey requests: (a) monthly allowance of compensation of

$150,000.00 (80% of which equals $120,000.00) and (b) reimbursement of $18,081.41 in

expenses in accordance with the Interim Compensation Order. Therefore, the total payment

requested (80% of fees and 100% of expenses) to be paid for the Application Period is

$138,081.41.

9. For the convenience of the Court and all parties in interest, attached hereto as

Exhibit B are detailed time records setting forth the name of each professional for whose work

on these reorganization cases compensation is sought.

SUMMARY OF SERVICES PROVIDED BY HOULIHAN LOKEY

10. Since January 27, 2014, Houlihan Lokey has worked diligently on the matters for

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which it was engaged and, as a result, and is uniquely situated to advise the Debtors. The

Debtors chose Houlihan Lokey to act as its financial advisor and investment banker because,

inter alia, Houlihan Lokey has substantial experience in financial restructuring and oil and gas

investment banking services and other relevant expertise.

11. During the Application Period, although a number of professionals have worked

on this engagement, the following professionals in Houlihan Lokey’s New York and Dallas

offices have performed substantial services to the Debtors in this case:

John-Paul Hanson – Managing Director Adam Dunayer – Managing Director Michael Boone – Director Daniel Crowley – Senior Vice President Michael Haney – Vice President Marcus Bellows – Associate Justin Zammit – Associate Scott Ingles – Financial Analyst Neel Gupta – Financial Analyst Jordan Gaglione – Financial Analyst

12. During the Application Period, Houlihan Lokey’s work on behalf of the Debtors

involved five separate categories of work, which included:

a) General Case Administration

b) Correspondence with Debtors and Advisors

c) Correspondence with Creditors

d) Other Correspondence

e) Analysis, Presentation and Due Diligence

A. General Case Administration. During the Application Period,

Houlihan Lokey expended significant effort to coordinate various case administration tasks

necessary to assist the Debtors in their efforts to effectuate a successful restructuring. This work

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included: assisting the Debtors and the Debtors’ legal counsel in reviewing and drafting court

documents; attending court hearings; preparing Houlihan Lokey’s fee applications; and other

miscellaneous tasks related to the bankruptcy cases.

B. Correspondence with Debtors and Debtors’ Advisors. Houlihan

Lokey engaged in extensive correspondence, meetings and calls with the Debtors’ management,

board, counsel, and the Debtors’ other advisors in these chapter 11 cases, as well as significant

preparations related to such communications. In addition, Houlihan Lokey provided periodic

situational updates to the Debtors. During these updates, Houlihan Lokey reported on the status

of the restructuring process, feedback from other parties-in-interest, and the status of diligence

and other process-related issues. Houlihan Lokey spent considerable time exploring and

evaluating various potential outcomes and strategies for the restructuring process along with the

Debtors’ other advisors.

C. Correspondence with Creditors and Creditors’ Advisors. During the

Application Period, Houlihan Lokey expended a considerable amount of effort communicating

both telephonically and in-person with the Debtors’ creditors and the creditors’ advisors. These

creditors included both secured and unsecured creditors and their respective advisors. Key areas

of discussion included: negotiations over the use of cash collateral; structure of a potential plan

of reorganization or other restructuring transaction; estimates and treatment of various classes of

claims; discussion of the Debtors’ businesses, investment merits/risks, broader industry

dynamics; and other such matters pertaining to the Debtors’ businesses. Houlihan Lokey also

spent a considerable amount of time facilitating diligence and providing situation updates.

D. Other Correspondence. Houlihan Lokey corresponded with non-

creditor parties-in-interest during its engagement. Such correspondence included corresponding

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and negotiating with certain midstream service providers regarding a process to reject and / or

renegotiate contract terms.

E. Analysis, Presentation and Due Diligence. During the Application

Period, Houlihan Lokey completed numerous analyses, charts and accompanying presentations

to assist with the various processes related to these cases, including preparation of sale process

materials. In addition, Houlihan Lokey reviewed and analyzed the Debtors’ financial

performance during the Application Period, including its liquidity position and operating results.

13. Pursuant to the Retention Order, Houlihan Lokey is excused from complying with

the information requirements contained in Local Bankruptcy Rule 2016-2(d). Instead, Houlihan

Lokey has maintained reasonably detailed time records in 0.5 hour increments containing

descriptions of those services rendered for the Debtors. Such detailed time records are set forth in

Exhibit B.

HOULIHAN LOKEY’S APPLICATION

14. The professional services and related expenses that are the subject of this

Application were rendered and incurred in connection with these cases, and in discharge of

Houlihan Lokey’s professional responsibilities as financial advisor and investment banker for the

Debtors in these chapter 11 cases. Houlihan Lokey’s services have been substantial, necessary,

and beneficial to the Debtors in this case. Houlihan Lokey believes that the fees and expenses

requested by this Application are reasonable and necessary given the variety and complexity of

the issues involved in these cases, the need to act or respond on an expedited basis to those

issues, and are contemplated by the Bankruptcy Code and this Court’s Retention Order.

15. All requested expenses are in compliance with Local Bankruptcy Rule 2016-2.

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Houlihan Lokey has maintained detailed records of actual and necessary expenses incurred.

Accordingly, Houlihan Lokey requests (a) monthly allowance of compensation of $150,000.00

(80% of which equals $120,000.00) and (b) reimbursement of $18,081.41 in expenses in

accordance with the Interim Compensation Order. The expense detail is outlined in Exhibit D

attached hereto. The total payment requested (80% of fees and 100% of expenses) to be paid for

the Application Period is $138,081.41.

WHEREFORE, Houlihan Lokey requests that the Court enter an order providing

that, for the period of September 1, 2015 through September 30, 2015, a monthly allowance be

made to Houlihan Lokey for: (a) compensation during the Application Period in the amount of

$150,000.00 for professional services rendered (80% of which equals $120,000.00), (b)

reimbursement of $18,081.41 in expenses in accordance with the Interim Compensation Order,

and (c) granting any such and further relief as the Court may deem proper. Dated: November 9, 2015 Dallas, Texas

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HOULIHAN LOKEY CAPITAL, INC.

By: ____________________________________

Adam L. Dunayer Managing Director 100 Crescent Court Suite 900 Dallas, TX 75201 214-220-8483 Financial Advisor and Investment Banker to the Debtors and Debtors-in-Possession

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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 ) ) Obj. Deadline: November 30, 2015 at 4:00 p.m. (EST)

NOTICE OF FEE APPLICATION

PLEASE TAKE NOTICE that Houlihan Lokey Capital, Inc. (the “Applicant”) has

today filed the attached Sixth Monthly Fee Application of Houlihan Lokey Capital, Inc. for

Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as

Financial Advisor and Investment Banker to the Debtors for the Period of September 1, 2015

Through September 30, 2015 (the “Application”) with the United States Bankruptcy Court for

the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Order Establishing Procedures for Interim Compensation

and Reimbursement of Expenses of Professionals, dated April 14, 2015 [Docket No. 195] (the

“Interim Compensation Order”), and must be filed with the Clerk of the United States

Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware

19801, and be served upon and received by: (i) the Debtors, Quicksilver Resources Inc., et al.,

801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102; (ii) counsel to the Debtors,

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 833-1 Filed 11/09/15 Page 1 of 3

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Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Ave., Suite 4100, Dallas, Texas 75201

(Attn: Charles R. Gibbs and Sarah Link Schultz); (iii) Delaware counsel to the Debtors,

Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE

19801 (Attn: Paul N. Heath and Amanda R. Steele); (iv) counsel to the global administrative

agent for the first lien lenders, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New

York, NY 10017 (Attn: Steven M. Fuhrman); (v) counsel to second lien agent, Latham &

Watkins LLP, 885 Third Avenue, New York, NY 10022 (Attn: Mitchell A. Seider and David A.

Hammerman); (vi) counsel to the ad hoc group of second lienholders, Milbank, Tweed, Hadley

& McCloy LLP, 28 Liberty Street, New York, NY 10005 (Attn: Dennis F. Dunne and Samuel A.

Khalil); (vii) the Office of the United States Trustee for the District of Delaware, 844 King

Street, Room 2207, Lockbox #35, Wilmington, Delaware 19899-0035 (Attn: Jane Leamy); and

(viii) counsel to the Official Committee of Unsecured Creditors, Paul, Weiss, Rifkind, Wharton

& Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 (Attn: Andrew N.

Rosenberg, Elizabeth R. McColm and Adam M. Denhoff) no later than 4:00 p.m. (Eastern

Standard Time) on November 30, 2015 (the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

Application are timely filed, served, and received in accordance with this notice and the Interim

Compensation Order, a hearing on the Application will be held at the convenience of the

Bankruptcy Court. Only those objections made in writing and timely filed and received in

accordance with the Interim Compensation Order and the procedures described herein will be

considered by the Bankruptcy Court at such hearing.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Compensation

Order, if no objection to the Application is timely filed, served and received by the Objection


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Deadline, the Applicant may be paid an amount equal to the lesser of (i) 80% of the fees and

100% of expenses requested in the Application or (ii) 80% of the fees and 100% of the expenses

not subject to an objection without the need for further order of the Bankruptcy Court.

Wilmington, Delaware Date: October 9, 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) Travis A. McRoberts (DE 5274) 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


EXHIBIT A

CERTIFICATION OF ADAM L. DUNAYER

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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE


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CERTIFICATION OF ADAM L. DUNAYER

1. I am a Managing Director of Houlihan Lokey Capital, Inc., and I make this

certification in accordance with Rule 2016-2 of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rule”).

2. I have read this Sixth Monthly Fee Application of Houlihan Lokey Capital,

Inc. for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses

as Financial Advisor and Investment Banker to the Debtors for the Period of September 1, 2015

through September 30, 2015 (the “Application”).

3. I understand the Local Rule and, to the best of my knowledge, information and

belief formed upon the basis of my participation in these cases, as well as after reasonable

inquiry, the facts set forth in the foregoing Application materially comply with the provisions of

the Local Rule, the United States Bankruptcy Code and the Orders of this Court.

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]; OPP 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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_________________________________ Adam L. Dunayer Managing Director

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EXHIBIT B

DETAIL OF HOURS EXPENDED

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Quicksilver Resources Inc.Houlihan Lokey Time Sheet - John-Paul Hanson September 1, 2015 - September 30, 2015

Hours for: John-Paul HansonMonth of:

Total Hours: 51.0

Task Reference TableA General Case AdministrationB Correspondence with Debtors and AdvisorsC Correspondence with CreditorsD Other CorrespondenceE Analysis, Presentations, and Due Diligence

Input Input Input InputDate Task Task Code Hours Description of Activities

Tuesday, September 01, 2015 C Correspondence with Creditors 3.0 Business Plan Q&A with Creditors

Tuesday, September 01, 2015 A General Case Administration 1.0 Internal Discussion re: Potential Investor List

Wednesday, September 02, 2015 B Correspondence with Debtors and Advisors 1.0 Discussion with KWK Management

Thursday, September 03, 2015 B Correspondence with Debtors and Advisors 2.0 Pre-Meeting with Debtors' Counsel

Thursday, September 03, 2015 C Correspondence with Creditors 3.0 In-person / Telephonic Meeting with Creditors

Thursday, September 03, 2015 C Correspondence with Creditors 3.0 In-person Meeting with Creditors

Thursday, September 03, 2015 A General Case Administration 0.5 Compile and Review Potential Investor List

Tuesday, September 08, 2015 C Correspondence with Creditors 1.0 Lender Update Call

Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 Discussion with Management re: Sale Process

Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 QRI / QRCI NDA Discussion

Wednesday, September 09, 2015 A General Case Administration 1.0 Compile and Review Potential Investor List

Friday, September 11, 2015 A General Case Administration 0.5 Compile and Review Potential Investor List

Friday, September 11, 2015 B Correspondence with Debtors and Advisors 1.0 Creditor Pre-Call

Friday, September 11, 2015 C Correspondence with Creditors 2.0 Call with Creditors

Friday, September 11, 2015 B Correspondence with Debtors and Advisors 0.5 Follow-Up Call with Creditors

Sunday, September 13, 2015 B Correspondence with Debtors and Advisors 1.0 Bid Procedures Call

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 0.5 Bid Procedures Call

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 1.0 Weekly SAO Call

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 1.0 KWK Audit Committee / Board Call

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 1.0 QRCI Conference Call, re: Midstream Contracts

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI Sale Process Call

Tuesday, September 15, 2015 B Correspondence with Debtors and Advisors 0.5 Potential Investor List Discussion

September 2015

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Total Hours: 51.0



September 2015

Tuesday, September 15, 2015 C Correspondence with Creditors 1.0 Creditor Update Call

Tuesday, September 15, 2015 B Correspondence with Debtors and Advisors 0.5 Discussion with KWK Management

Thursday, September 17, 2015 B Correspondence with Debtors and Advisors 1.0 SAO Call

Thursday, September 17, 2015 B Correspondence with Debtors and Advisors 0.5 Discussion re: Midstream Contracts

Thursday, September 17, 2015 B Correspondence with Debtors and Advisors 1.0 CIM Technical Discussion

Thursday, September 17, 2015 D Other Correspondence 0.5 Correspondence with Potential Investors

Sunday, September 20, 2015 C Correspondence with Creditors 1.5 Business Plan Info Call

Monday, September 21, 2015 D Other Correspondence 0.5 Correspondence with Potential Investors

Monday, September 21, 2015 C Correspondence with Creditors 1.5 Call with KWK Creditors

Tuesday, September 22, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI NDA Discussion

Tuesday, September 22, 2015 C Correspondence with Creditors 2.0 Creditor Update Calls

Tuesday, September 22, 2015 B Correspondence with Debtors and Advisors 0.5 KWK Board Call



Thursday, September 24, 2015 B Correspondence with Debtors and Advisors 1.0 KWK Sale Process Discussion

Thursday, September 24, 2015 B Correspondence with Debtors and Advisors 1.0 Midstream Contracts Discussion

Friday, September 25, 2015 C Correspondence with Creditors 1.0 Diligence Calls re: Midstream Contracts


Monday, September 28, 2015 B Correspondence with Debtors and Advisors 3.0 Midstream Contracts Discussion

Tuesday, September 29, 2015 B Correspondence with Debtors and Advisors 0.5 Midstream Contracts Discussion


Tuesday, September 29, 2015 C Correspondence with Creditors 1.0 Correspondence with Creditors

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Total Hours: 51.0



September 2015

Tuesday, September 29, 2015 D Other Correspondence 0.5 Correspondence with Advisor to Potential Investor

Wednesday, September 30, 2015 A General Case Administration 0.5 Update and Review of Potential Investor List

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Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Adam Dunayer September 1, 2015 - September 30, 2015

Hours for: Adam DunayerMonth of:

Total Hours: 52.0




Wednesday, September 02, 2015 B Correspondence with Debtors and Advisors 1.0 Discussion with KWK Management










Thursday, September 10, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI Financial Exhibit Review











September 2015

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Total Hours: 52.0



September 2015




















Monday, September 28, 2015 B Correspondence with Debtors and Advisors 0.5 Discussion with QRCI Management re: Financials



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Total Hours: 52.0



September 2015



Wednesday, September 30, 2015 B Correspondence with Debtors and Advisors 0.5 Canadian VDR Discussion with Management


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Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Michael Boone September 1, 2015 - September 30, 2015

Hours for: Michael BooneMonth of:

Total Hours: 59.5

























September 2015

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Total Hours: 59.5



September 2015


Thursday, September 17, 2015 B Correspondence with Debtors and Advisors 1.0 Teaser Process Call


Thursday, September 17, 2015 A General Case Administration 0.5 Update and Review of Potential Investor List

Friday, September 18, 2015 D Other Correspondence 2.5 Correspondence with Potential Investors

Friday, September 18, 2015 A General Case Administration 0.5 Update and Review of Potential Investor List








Wednesday, September 23, 2015 D Other Correspondence 2.0 Correspondence with Potential Investors









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Total Hours: 59.5



September 2015




Wednesday, September 30, 2015 B Correspondence with Debtors and Advisors 0.5 Update Call


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Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Dan Crowley September 1, 2015 - September 30, 2015

Hours for: Dan CrowleyMonth of:

Total Hours: 43.0




Tuesday, September 01, 2015 E Analysis, Presentations, and Due Diligence 2.0 Preparation and Review of Marketing Materials


Wednesday, September 02, 2015 E Analysis, Presentations, and Due Diligence 2.0 Preparation and Review of Marketing Materials


Thursday, September 03, 2015 E Analysis, Presentations, and Due Diligence 2.0 Preparation and Review of Marketing Materials







Friday, September 11, 2015 E Analysis, Presentations, and Due Diligence 1.0 Preparation and Review of Marketing Materials










September 2015

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Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Dan Crowley September 1, 2015 - September 30, 2015

Hours for: Dan CrowleyMonth of:

Total Hours: 43.0



September 2015




Tuesday, September 22, 2015 D Other Correspondence 0.5 Correspondence with Potential Investors

Tuesday, September 22, 2015 A General Case Administration 0.5 Update and Review of Potential Investor List











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Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Michael Haney September 1, 2015 - September 30, 2015

Hours for: Michael HaneyMonth of:

Total Hours: 75.0















Saturday, September 12, 2015 E Analysis, Presentations, and Due Diligence 1.0 Preparation and Review of Marketing Materials

Sunday, September 13, 2015 E Analysis, Presentations, and Due Diligence 1.0 Preparation and Review of Marketing Materials


Monday, September 14, 2015 E Analysis, Presentations, and Due Diligence 1.0 Preparation and Review of Marketing Materials







September 2015

28




Total Hours: 75.0



September 2015








Monday, September 21, 2015 A General Case Administration 0.5 Update and Review of Potential Investor List







Wednesday, September 23, 2015 B Correspondence with Debtors and Advisors 1.0 APA Call re: Leases








29




Total Hours: 75.0



September 2015



30


Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Marcus Bellows September 1, 2015 - September 30, 2015

Hours for: Marcus BellowsMonth of:

Total Hours: 173.0



Tuesday, September 01, 2015 B Correspondence with Debtors and Advisors 1.0 Marketing Materials Status Meeting




Tuesday, September 01, 2015 A General Case Administration 1.0 VDR Management





Thursday, September 03, 2015 A General Case Administration 1.5 VDR Management

Friday, September 04, 2015 A General Case Administration 1.0 VDR Management









Wednesday, September 09, 2015 A General Case Administration 1.5 VDR Management



September 2015

31




Total Hours: 173.0



September 2015





Saturday, September 12, 2015 A General Case Administration 0.5 Compile and Review Potential Investor List


















32




Total Hours: 173.0



September 2015









Monday, September 28, 2015 B Correspondence with Debtors and Advisors 1.0 Sale Process Planning Call with KWK


Monday, September 28, 2015 A General Case Administration 1.5 VDR Management












33


Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Justin Zammit September 1, 2015 - September 30, 2015

Hours for: Justin ZammitMonth of:

Total Hours: 198.0








Thursday, September 03, 2015 B Correspondence with Debtors and Advisors 1.0 Marketing Materials Status Meeting


Friday, September 04, 2015 B Correspondence with Debtors and Advisors 1.0 CIM Discussion re: Financials


Tuesday, September 08, 2015 B Correspondence with Debtors and Advisors 1.0 VDR Review with QRCI Management

Tuesday, September 08, 2015 B Correspondence with Debtors and Advisors 1.0 KWK Model Discussion


Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 HRB LNG Analysis Discussion


Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 CIM Review




Friday, September 11, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI Financial / Production Reconciliation Discussion




September 2015

34




Total Hours: 198.0



September 2015

Sunday, September 13, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI CIM Discussion




Monday, September 14, 2015 B Correspondence with Debtors and Advisors 0.5 HSC Financials Discussion

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI Teaser Discussion





Tuesday, September 15, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI CIM Discussion



Wednesday, September 16, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI CIM Discussion


Thursday, September 17, 2015 B Correspondence with Debtors and Advisors 1.0 QRCI CIM Technical Review







35




Total Hours: 198.0



September 2015




















Wednesday, September 23, 2015 C Correspondence with Creditors 1.0 KKR Diligence Call re: HRB



36




Total Hours: 198.0



September 2015



















Tuesday, September 29, 2015 B Correspondence with Debtors and Advisors 1.0 Diligence Call re: Midstream Contracts

Tuesday, September 29, 2015 B Correspondence with Debtors and Advisors 1.0 QRCI VDR Review



37




Total Hours: 198.0



September 2015


Wednesday, September 30, 2015 B Correspondence with Debtors and Advisors 0.5 Update Call






38


Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Scott Ingles September 1, 2015 - September 30, 2015

Hours for: Scott InglesMonth of:

Total Hours: 220.5





















Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 Discussion with KWK Management re: Marketing Materials




September 2015

39




Total Hours: 220.5



September 2015






















Saturday, September 19, 2015 A General Case Administration 3.0 VDR Management

40




Total Hours: 220.5



September 2015























41




Total Hours: 220.5



September 2015







42


Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Neel Gupta September 1, 2015 - September 30, 2015

Hours for: Neel GuptaMonth of:

Total Hours: 243.5










Thursday, September 03, 2015 B Correspondence with Debtors and Advisors 1.0 Marketing Materials Status Meeting




Friday, September 04, 2015 B Correspondence with Debtors and Advisors 1.0 CIM Discussion re: Financials



Tuesday, September 08, 2015 B Correspondence with Debtors and Advisors 1.0 VDR Review with QRCI Management

Tuesday, September 08, 2015 B Correspondence with Debtors and Advisors 1.0 KWK Model Discussion



Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 Discussion with KWK Management re: Marketing Materials

Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 HRB LNG Analysis Discussion


Wednesday, September 09, 2015 B Correspondence with Debtors and Advisors 1.0 CIM Review

September 2015

43




Total Hours: 243.5



September 2015





Friday, September 11, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI Financial / Production Reconciliation Discussion




Sunday, September 13, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI CIM Discussion




Monday, September 14, 2015 B Correspondence with Debtors and Advisors 0.5 HSC Financials Discussion

Monday, September 14, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI Teaser Discussion





Tuesday, September 15, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI CIM Discussion



Wednesday, September 16, 2015 B Correspondence with Debtors and Advisors 0.5 QRCI CIM Discussion

44




Total Hours: 243.5



September 2015


Thursday, September 17, 2015 B Correspondence with Debtors and Advisors 1.0 QRCI CIM Technical Review








Saturday, September 19, 2015 A General Case Administration 3.0 VDR Management











Wednesday, September 23, 2015 C Correspondence with Creditors 1.0 KKR Diligence Call re: HRB


45




Total Hours: 243.5



September 2015






Friday, September 25, 2015 E Analysis, Presentations, and Due Diligence 1.0 VDR Management





Tuesday, September 29, 2015 B Correspondence with Debtors and Advisors 1.0 Diligence Call re: Midstream Contracts

Tuesday, September 29, 2015 B Correspondence with Debtors and Advisors 1.0 QRCI VDR Review







46


Quicksilver Resources Inc.Houlihan Lokey Time Sheet - Jordan Gaglione September 1, 2015 - September 30, 2015

Hours for: Jordan GaglioneMonth of:

Total Hours: 43.5







Saturday, September 12, 2015 A General Case Administration 2.0 Compile and Review Potential Investor List

Sunday, September 13, 2015 A General Case Administration 2.5 Compile and Review Potential Investor List















September 2015

47


EXHIBIT C

EXPENSE SUMMARY

Expense Category Amount Incurred

Airfare $7,916.76 Lodging 3,149.07 Ground Transportation 2,401.48 Travel and Overtime Meals 3,589.36 Telephone and Data 642.39 Delivery 47.12 Research 335.23 Expense Retainer 0.00 Total Expenses $18,081.41

48


EXHIBIT D

EXPENSE DETAIL

49


Quicksilver ResourcesExpense Detail

Houlihan Lokey Sixth Monthly Fee Application Expense Detail

Ticket Class / Date of Category Meal Time Incurrence Amount HL Professional

Airfare (New York to Houston and Houston to New York) Coach 9/28/2015 $1,832.45 John-Paul HansonFee (for Airfare) N/A 9/28/2015 10.00 John-Paul HansonAirfare (Dallas to New York and New York to Dallas) Coach 9/2/2015 902.20 Adam DunayerFee (for Airfare) N/A 9/2/2015 35.00 Adam DunayerAirfare Fee (for Revised Reservation) N/A 9/2/2015 102.39 Adam DunayerAirfare (Dallas to Calgary) Coach 8/24/2015 1,348.55 Justin ZammitFee (for Airfare) N/A 8/24/2015 35.00 Justin ZammitAirfare (Dallas to Calgary) Coach 8/24/2015 1,348.55 Neel GuptaFee (for Airfare) N/A 8/24/2015 35.00 Neel GuptaAirfare (New York to Denver to Eagle Vail (CO)) Coach 8/12/2015 287.32 Adam DunayerFee (for Airfare) N/A 8/12/2015 35.00 Adam DunayerAirfare (Eagle Vail (CO) to Dallas to New York) Coach 8/12/2015 461.60 Adam DunayerFee (for Airfare) N/A 8/12/2015 52.50 Adam DunayerAirfare (Eagle Vail (CO) to Dallas to Houston) Coach 8/6/2015 1,361.20 Adam DunayerFee (for Airfare) N/A 8/6/2015 70.00 Adam Dunayer

Total - Airfare $7,916.76

Hotel Room Rate (Houston) N/A 9/28/2015 $349.00 John-Paul HansonHotel Tax N/A 9/28/2015 59.33 John-Paul HansonHotel Room Rate (New York) N/A 9/2/2015 379.00 Adam DunayerHotel Tax N/A 9/2/2015 59.41 Adam DunayerHotel Room Rate (Calgary) N/A 8/27/2015 224.72 Justin ZammitHotel Tax N/A 8/27/2015 27.57 Justin ZammitHotel Room Rate (Calgary) N/A 8/27/2015 224.73 Neel GuptaHotel Tax N/A 8/27/2015 28.19 Neel GuptaHotel Room Rate (Calgary) N/A 8/26/2015 232.49 Justin ZammitHotel Tax N/A 8/26/2015 28.53 Justin ZammitHotel Room Rate (Calgary) N/A 8/26/2015 232.50 Neel GuptaHotel Tax N/A 8/26/2015 28.52 Neel GuptaHotel Room Rate (Calgary) N/A 8/25/2015 232.49 Justin ZammitHotel Tax N/A 8/25/2015 28.53 Justin ZammitHotel Room Rate (Calgary) N/A 8/25/2015 232.50 Neel GuptaHotel Tax N/A 8/25/2015 28.52 Neel GuptaHotel Room Rate (Calgary) N/A 8/24/2015 232.49 Justin ZammitHotel Tax N/A 8/24/2015 28.53 Justin ZammitHotel Room Rate (Calgary) N/A 8/24/2015 232.81 Neel GuptaHotel Tax N/A 8/24/2015 28.53 Neel GuptaHotel Room Rate (New York) N/A 8/12/2015 199.50 Adam DunayerHotel Tax N/A 8/12/2015 31.18 Adam Dunayer

Total - Lodging $3,149.07

Car Service While Travelling N/A 9/29/2015 $232.00 John-Paul HansonTaxi While Travelling N/A 9/29/2015 34.26 John-Paul HansonTaxi While Travelling N/A 9/28/2015 79.63 John-Paul HansonTaxi While Travelling N/A 9/28/2015 105.00 John-Paul HansonOvertime Taxi N/A 9/22/2015 15.35 Scott InglesOvertime Taxi N/A 9/18/2015 6.30 Scott InglesOvertime Taxi N/A 9/17/2015 11.58 Marcus BellowsOvertime Taxi N/A 9/16/2015 12.95 Scott InglesOvertime Taxi N/A 9/15/2015 12.96 Scott InglesOvertime Taxi N/A 9/14/2015 12.35 Scott InglesOvertime Taxi N/A 9/14/2015 11.24 Marcus BellowsOvertime Taxi N/A 9/13/2015 12.76 Marcus BellowsOvertime Taxi N/A 9/13/2015 7.55 Scott InglesOvertime Taxi N/A 9/12/2015 14.75 Scott InglesOvertime Taxi N/A 9/11/2015 12.96 Scott InglesOvertime Taxi N/A 9/11/2015 11.53 Marcus BellowsOvertime Taxi N/A 9/10/2015 12.67 Marcus BellowsOvertime Taxi N/A 9/9/2015 11.76 Scott InglesOvertime Taxi N/A 9/8/2015 11.50 Marcus BellowsOvertime Taxi N/A 9/5/2015 11.56 Marcus BellowsOvertime Taxi N/A 9/4/2015 12.45 Marcus BellowsTaxi While Travelling N/A 9/2/2015 96.00 Adam DunayerOvertime Taxi N/A 9/2/2015 14.75 Scott InglesTaxi While Travelling N/A 9/2/2015 25.05 Adam DunayerTaxi While Travelling N/A 9/2/2015 43.59 Adam DunayerOvertime Taxi N/A 9/1/2015 12.95 Scott InglesOvertime Taxi N/A 9/1/2015 11.46 Marcus BellowsTaxi While Travelling N/A 9/1/2015 8.07 Neel GuptaOvertime Taxi N/A 8/31/2015 11.86 Marcus BellowsOvertime Taxi N/A 8/30/2015 18.95 Scott InglesOvertime Taxi N/A 8/29/2015 8.15 Scott InglesEmployee Parking N/A 8/28/2015 149.22 Justin ZammitTaxi While Travelling N/A 8/28/2015 54.15 Neel GuptaCar Rental N/A 8/28/2015 645.53 Justin ZammitHotel Parking (Calgary) N/A 8/27/2015 32.66 Justin ZammitOvertime Taxi N/A 8/27/2015 11.76 Scott InglesOvertime Taxi N/A 8/26/2015 12.95 Scott InglesTaxi While Travelling N/A 8/27/2015 8.86 Neel GuptaTaxi While Travelling N/A 8/26/2015 10.87 Neel GuptaHotel Parking (Calgary) N/A 8/26/2015 32.66 Justin ZammitOvertime Taxi N/A 8/26/2015 13.56 Scott InglesTaxi While Travelling N/A 8/26/2015 10.62 Justin Zammit

50




Ticket Class / Date of Category Meal Time Incurrence Amount HL ProfessionalTaxi While Travelling N/A 8/26/2015 16.09 Neel GuptaTaxi While Travelling N/A 8/25/2015 9.90 Justin ZammitTaxi While Travelling N/A 8/25/2015 4.68 Neel GuptaHotel Parking (Calgary) N/A 8/25/2015 32.66 Justin ZammitHotel Parking (Calgary) N/A 8/24/2015 32.66 Justin ZammitOvertime Taxi N/A 8/24/2015 12.95 Scott InglesTaxi While Travelling N/A 8/20/2015 113.00 Scott InglesOvertime Taxi N/A 8/17/2015 28.30 Scott InglesOvertime Taxi N/A 8/16/2015 14.30 Scott InglesOvertime Taxi N/A 8/13/2015 14.00 Scott InglesTaxi While Travelling N/A 8/13/2015 12.81 Adam DunayerTaxi While Travelling N/A 8/13/2015 23.03 Adam DunayerTaxi While Travelling N/A 8/12/2015 56.50 Adam DunayerTaxi While Travelling N/A 8/12/2015 11.00 Adam DunayerOvertime Taxi N/A 8/11/2015 12.96 Scott InglesTaxi While Travelling N/A 8/11/2015 14.97 Adam DunayerOvertime Taxi N/A 8/9/2015 9.95 Scott InglesTaxi While Travelling N/A 8/7/2015 28.13 Adam DunayerTaxi While Travelling N/A 8/6/2015 17.00 Adam DunayerTaxi While Travelling N/A 8/6/2015 17.83 Adam DunayerTaxi While Travelling N/A 8/5/2015 31.98 Adam Dunayer

Total - Ground Transportation $2,401.48

Travel and Overtime Meals Lunch - New York 9/30/2015 $6.98 Scott InglesTravel and Overtime Meals Lunch - New York 9/29/2015 19.46 Marcus BellowsTravel and Overtime Meals Lunch - New York 9/29/2015 15.50 Scott InglesTravel and Overtime Meals Dinner - Houston 9/28/2015 25.24 John-Paul HansonTravel and Overtime Meals Dinner - Houston 9/28/2015 25.24 Adam DunayerTravel and Overtime Meals Lunch - New York 9/28/2015 15.91 Scott InglesTravel and Overtime Meals Dinner - Dallas 9/28/2015 35.52 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/27/2015 12.32 Neel GuptaTravel and Overtime Meals Dinner - New York 9/25/2015 26.90 Scott InglesTravel and Overtime Meals Lunch - New York 9/25/2015 18.78 Marcus BellowsTravel and Overtime Meals Lunch - New York 9/25/2015 16.88 Scott InglesTravel and Overtime Meals Dinner - New York 9/24/2015 21.12 Scott InglesTravel and Overtime Meals Lunch - New York 9/24/2015 13.07 Scott InglesTravel and Overtime Meals Dinner - New York 9/23/2015 26.37 Michael HaneyTravel and Overtime Meals Dinner - New York 9/23/2015 21.12 Scott InglesTravel and Overtime Meals Lunch - New York 9/23/2015 14.75 Scott InglesTravel and Overtime Meals Dinner - New York 9/22/2015 28.31 Michael HaneyTravel and Overtime Meals Dinner - New York 9/22/2015 32.65 Scott InglesTravel and Overtime Meals Lunch - New York 9/22/2015 13.00 Scott InglesTravel and Overtime Meals Dinner - New York 9/21/2015 13.55 Daniel CrowleyTravel and Overtime Meals Dinner - New York 9/21/2015 26.99 Scott InglesTravel and Overtime Meals Lunch - New York 9/21/2015 13.00 Scott InglesTravel and Overtime Meals Lunch - Dallas 9/20/2015 17.27 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/20/2015 35.31 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/19/2015 20.00 Neel GuptaTravel and Overtime Meals Lunch - Dallas 9/19/2015 13.26 Neel GuptaTravel and Overtime Meals Lunch - New York 9/18/2015 8.70 Scott InglesTravel and Overtime Meals Dinner - Dallas 9/18/2015 40.00 Neel GuptaTravel and Overtime Meals Lunch - New York 9/17/2015 13.00 Scott InglesTravel and Overtime Meals Dinner - Dallas 9/17/2015 40.00 Neel GuptaTravel and Overtime Meals Dinner - New York 9/16/2015 32.65 Scott InglesTravel and Overtime Meals Lunch - New York 9/16/2015 16.94 Scott InglesTravel and Overtime Meals Dinner - Dallas 9/16/2015 17.37 Neel GuptaTravel and Overtime Meals Dinner - New York 9/15/2015 22.14 Scott InglesTravel and Overtime Meals Lunch - New York 9/15/2015 16.75 Marcus BellowsTravel and Overtime Meals Dinner - Dallas 9/15/2015 33.64 Neel GuptaTravel and Overtime Meals Dinner - New York 9/14/2015 32.83 Scott InglesTravel and Overtime Meals Dinner - Dallas 9/14/2015 75.49 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/13/2015 24.84 Jordan GaglioneTravel and Overtime Meals Lunch - Dallas 9/13/2015 19.50 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/13/2015 40.00 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/12/2015 5.87 Jordan GaglioneTravel and Overtime Meals Dinner - Dallas 9/12/2015 22.08 Neel GuptaTravel and Overtime Meals Lunch - Dallas 9/12/2015 20.00 Neel GuptaTravel and Overtime Meals Dinner - New York 9/11/2015 40.61 Marcus BellowsTravel and Overtime Meals Dinner - Dallas 9/11/2015 14.83 Jordan GaglioneTravel and Overtime Meals Dinner - Dallas 9/11/2015 20.46 Neel GuptaTravel and Overtime Meals Dinner - New York 9/10/2015 32.04 Marcus BellowsTravel and Overtime Meals Dinner - Dallas 9/10/2015 18.79 Jordan GaglioneTravel and Overtime Meals Dinner - Dallas 9/10/2015 36.56 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/9/2015 33.63 Justin ZammitTravel and Overtime Meals Dinner - Dallas 9/9/2015 14.02 Jordan GaglioneTravel and Overtime Meals Dinner - Dallas 9/9/2015 35.83 Neel GuptaTravel and Overtime Meals Lunch - New York 9/8/2015 14.75 Marcus BellowsTravel and Overtime Meals Dinner - Dallas 9/8/2015 29.27 Justin ZammitTravel and Overtime Meals Dinner - Dallas 9/8/2015 30.50 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/7/2015 18.62 Neel GuptaTravel and Overtime Meals Lunch - Dallas 9/7/2015 18.09 Neel GuptaTravel and Overtime Meals Dinner - Dallas 9/3/2015 64.24 Justin ZammitTravel and Overtime Meals Dinner - Dallas 9/2/2015 23.38 Justin ZammitTravel and Overtime Meals Dinner - Dallas 9/2/2015 38.20 Neel GuptaTravel and Overtime Meals Lunch - New York 9/1/2015 20.08 Scott Ingles

51




Ticket Class / Date of Category Meal Time Incurrence Amount HL ProfessionalTravel and Overtime Meals Dinner - New York 9/1/2015 40.77 Marcus BellowsTravel and Overtime Meals Dinner - New York 8/31/2015 28.31 Michael HaneyTravel and Overtime Meals Dinner - New York 8/31/2015 29.28 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/31/2015 27.84 Justin ZammitTravel and Overtime Meals Dinner - Dallas 8/31/2015 33.78 Adam DunayerTravel and Overtime Meals Dinner - Dallas 8/31/2015 33.77 Michael BooneTravel and Overtime Meals Dinner - Dallas 8/31/2015 33.77 Neel GuptaTravel and Overtime Meals Dinner - New York 8/30/2015 39.79 Marcus BellowsTravel and Overtime Meals Dinner - Dallas 8/30/2015 20.46 Neel GuptaTravel and Overtime Meals Dinner - New York 8/28/2015 29.28 Scott InglesTravel and Overtime Meals Lunch - Calgary 8/28/2015 9.35 Justin ZammitTravel and Overtime Meals Dinner - Calgary 8/28/2015 5.44 Neel GuptaTravel and Overtime Meals Dinner - New York 8/27/2015 28.37 Scott InglesTravel and Overtime Meals Breakfast - Calgary 8/27/2015 6.93 Justin ZammitTravel and Overtime Meals Lunch - Calgary 8/27/2015 53.80 Justin ZammitTravel and Overtime Meals Dinner - Calgary 8/27/2015 58.26 Justin ZammitTravel and Overtime Meals Lunch - Calgary 8/27/2015 53.80 Neel GuptaTravel and Overtime Meals Dinner - Calgary 8/27/2015 58.26 Neel GuptaTravel and Overtime Meals Dinner - New York 8/26/2015 39.51 Marcus BellowsTravel and Overtime Meals Dinner - New York 8/26/2015 39.51 Scott InglesTravel and Overtime Meals Lunch - Calgary 8/26/2015 12.79 Justin ZammitTravel and Overtime Meals Dinner - Calgary 8/26/2015 44.61 Justin ZammitTravel and Overtime Meals Breakfast - Calgary 8/26/2015 20.25 Neel GuptaTravel and Overtime Meals Dinner - Calgary 8/26/2015 44.13 Neel GuptaTravel and Overtime Meals Lunch - Calgary 8/26/2015 26.11 Neel GuptaTravel and Overtime Meals Lunch - New York 8/25/2015 20.48 Scott InglesTravel and Overtime Meals Lunch - Calgary 8/25/2015 17.24 Justin ZammitTravel and Overtime Meals Dinner - Calgary 8/25/2015 30.40 Justin ZammitTravel and Overtime Meals Dinner - Calgary 8/25/2015 37.84 Neel GuptaTravel and Overtime Meals Lunch - Calgary 8/25/2015 4.25 Neel GuptaTravel and Overtime Meals Dinner - New York 8/24/2015 28.91 Scott InglesTravel and Overtime Meals Lunch - Calgary 8/24/2015 46.52 Justin ZammitTravel and Overtime Meals Breakfast - Calgary 8/24/2015 5.77 Justin ZammitTravel and Overtime Meals Dinner - Calgary 8/24/2015 62.29 Justin ZammitTravel and Overtime Meals Breakfast - Calgary 8/24/2015 2.45 Neel GuptaTravel and Overtime Meals Lunch - Calgary 8/24/2015 30.28 Neel GuptaTravel and Overtime Meals Dinner - Calgary 8/24/2015 62.30 Neel GuptaTravel and Overtime Meals Dinner - Dallas 8/23/2015 17.73 Justin ZammitTravel and Overtime Meals Dinner - New York 8/21/2015 28.08 Scott InglesTravel and Overtime Meals Lunch - New York 8/21/2015 19.55 Scott InglesTravel and Overtime Meals Dinner - New York 8/18/2015 39.23 Marcus BellowsTravel and Overtime Meals Dinner - New York 8/18/2015 31.93 Daniel CrowleyTravel and Overtime Meals Dinner - Dallas 8/18/2015 23.66 Justin ZammitTravel and Overtime Meals Lunch - New York 8/17/2015 15.50 Scott InglesTravel and Overtime Meals Lunch - New York 8/16/2015 15.00 Scott InglesTravel and Overtime Meals Dinner - New York 8/15/2015 20.48 Scott InglesTravel and Overtime Meals Lunch - New York 8/15/2015 15.00 Scott InglesTravel and Overtime Meals Dinner - New York 8/14/2015 29.56 Scott InglesTravel and Overtime Meals Lunch - New York 8/14/2015 19.87 Scott InglesTravel and Overtime Meals Dinner - New York 8/13/2015 26.43 Daniel CrowleyTravel and Overtime Meals Dinner - New York 8/13/2015 28.91 Scott InglesTravel and Overtime Meals Lunch - New York 8/13/2015 14.14 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/13/2015 26.34 Neel GuptaTravel and Overtime Meals Dinner - New York 8/12/2015 28.91 Scott InglesTravel and Overtime Meals Lunch - New York 8/12/2015 18.38 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/12/2015 36.60 Justin ZammitTravel and Overtime Meals Dinner - New York 8/11/2015 39.79 Scott InglesTravel and Overtime Meals Lunch - New York 8/11/2015 13.00 Scott InglesTravel and Overtime Meals Dinner - New York 8/10/2015 21.69 Scott InglesTravel and Overtime Meals Lunch - New York 8/10/2015 13.00 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/10/2015 37.87 Neel GuptaTravel and Overtime Meals Dinner - Dallas 8/10/2015 34.04 Justin ZammitTravel and Overtime Meals Lunch - New York 8/6/2015 20.48 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/6/2015 21.38 Justin ZammitTravel and Overtime Meals Dinner - Houston 8/6/2015 52.06 Adam DunayerTravel and Overtime Meals Lunch - Houston 8/6/2015 9.27 Adam DunayerTravel and Overtime Meals Dinner - New York 8/5/2015 41.20 Scott InglesTravel and Overtime Meals Lunch - New York 8/4/2015 20.48 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/4/2015 37.29 Justin ZammitTravel and Overtime Meals Lunch - New York 8/3/2015 20.48 Scott InglesTravel and Overtime Meals Dinner - Dallas 8/3/2015 20.24 Neel GuptaTravel and Overtime Meals Dinner - New York 7/30/2015 22.02 Scott InglesTravel and Overtime Meals Dinner - New York 7/28/2015 28.68 Scott Ingles

Total - Travel and Overtime Meals $3,589.36

Telephone and Data N/A 9/29/2015 $23.76 John-Paul HansonTelephone and Data N/A 9/28/2015 20.02 Marcus BellowsTelephone and Data N/A 9/28/2015 26.25 Marcus BellowsTelephone and Data N/A 9/28/2015 23.95 John-Paul HansonTelephone and Data N/A 9/20/2015 17.69 Adam DunayerTelephone and Data N/A 9/18/2015 26.00 Justin ZammitTelephone and Data N/A 9/13/2015 21.62 John-Paul HansonTelephone and Data N/A 9/9/2015 7.13 Adam DunayerTelephone and Data N/A 9/3/2015 35.44 Justin ZammitTelephone and Data N/A 9/3/2015 50.00 Justin Zammit

52




Ticket Class / Date of Category Meal Time Incurrence Amount HL ProfessionalTelephone and Data N/A 8/28/2015 24.98 Michael BooneTelephone and Data N/A 8/28/2015 15.70 Neel GuptaTelephone and Data N/A 8/26/2015 6.18 Neel GuptaTelephone and Data N/A 8/25/2015 6.18 Neel GuptaTelephone and Data N/A 8/24/2015 97.98 Houlihan LokeyTelephone and Data N/A 8/24/2015 6.18 Neel GuptaTelephone and Data N/A 8/24/2015 17.27 Neel GuptaTelephone and Data N/A 8/20/2015 17.33 Adam DunayerTelephone and Data N/A 8/18/2015 26.00 Justin ZammitTelephone and Data N/A 8/13/2015 21.62 John-Paul HansonTelephone and Data N/A 8/9/2015 12.15 Adam DunayerTelephone and Data N/A 8/3/2015 32.22 Justin ZammitTelephone and Data N/A 7/28/2015 24.98 Michael BooneTelephone and Data N/A 7/24/2015 27.14 Houlihan LokeyTelephone and Data N/A 7/24/2015 45.26 Michael BooneTelephone and Data N/A 6/24/2015 9.36 Houlihan Lokey

Total - Telephone and Data $642.39

FedEx to Potential Investor N/A $47.12 Houlihan Lokey

Total - Delivery $47.12

Research N/A $335.23 Houlihan Lokey

Total - Research $335.23

Total $18,081.41

53


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