Case Document 547 Filed in TXSB on 03/07/18 Page 1 of 21

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1 Case Document 547 Filed in TXSB on 03/07/18 Page 1 of 21 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION x : In re: : : COBALT INTERNATIONAL ENERGY, INC., et al., 1 : : Debtors. : : x Chapter 11 Case No (MI) (Jointly Administered) AD HOC COMMITTEE S NOTICE TO TOTAL E&P USA, INC. OF REQUEST FOR PRODUCTION OF DOCUMENTS, RULE 30(B)(6) DEPOSITION AND SUBPOENA PLEASE TAKE NOTICE THAT, pursuant to Rules 26, 30(b)(6), 34 and 45 of the Federal Rules of Civil Procedure, as made applicable hereto by Rules7026, 7030, 7034, 9014 and 9016 of the Federal Rules of Bankruptcy Procedure, the Unsecured Notes Ad Hoc Committee (the Ad Hoc Committee ), representing approximately 50 percent of convertible senior unsecured notes issued by Cobalt International Energy, Inc., and certain of its direct and indirect affiliates as debtors and debtors-in-possession (collectively, the Cobalt Debtors ) in the above-captioned cases, will issue to Total E&P USA, Inc. ( Total or the Company ) the subpoena (the Subpoena ) attached hereto seeking the production of the documents identified in Schedule A (the Document Requests ) thereto and the identification of a witness to testify regarding the topics identified in Schedule B thereto (the Topics ). PLEASE TAKE FURTHER NOTICE that The Ad Hoc Committee demands that Total produce documents responsive to these Document Requests by delivering all such responsive 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Cobalt International Energy, Inc. (1169) ( Cobalt ); Cobalt International Energy GP, LLC (7374); Cobalt International Energy, L.P. (2411); Cobalt GOM LLC (7188); Cobalt GOM # 1 LLC (7262); and Cobalt GOM # 2 LLC (7316). The Debtors service address is: 920 Memorial City Way, Suite 100, Houston, Texas

2 Case Document 547 Filed in TXSB on 03/07/18 Page 2 of 21 documents on a rolling basis to Michael D. Warner, c/o McKool Smith PC, 600 Travis Street, Suite 7000, Houston, Texas 77002, counsel for the Ad Hoc Committee, by no later than March 14, 2018 at 5:00 p.m. CST. PLEASE TAKE FURTHER NOTICE THAT, the Ad Hoc Committee will take the deposition, upon oral examination, of on March 23, 2018 commencing at 9:30 a.m. CST, and continuing from day to day until completed, at the law offices of McKool Smith PC, 600 Travis Street, Suite 7000, Houston, Texas or if preferred by Total at a mutually agreed upon alternative date, time and location regarding the Topics. The deposition will take place before an officer authorized to administer oaths, and will be recorded by stenographic means and may be videotaped. Dated: March 7, 2018 Respectfully submitted, COLE SCHOTZ P.C. /s/ Michael D. Warner Michael D. Warner (TX Bar No ) 301 Commerce Street, Suite 1700 Fort Worth, TX Telephone: (817) Facsimile: (817) mwarner@coleschotz.com Counsel for the Ad Hoc Committee CERTIFICATE OF SERVICE The undersigned certifies that on March 7, 2018, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas, which gives notice to all counsel of record. /s/ Michael D. Warner Michael D. Warner - 2 -

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6 Case Document 547 Filed in TXSB on 03/07/18 Page 6 of 21 SCHEDULE A INSTRUCTIONS 1. The Documents covered by the Document Requests include all documents in your possession, custody or control from March 1, 2017 through the present, unless otherwise indicated. 2. If, in responding to the Document Requests, you encounter any ambiguities when construing a request or definition, the response shall set forth the matter deemed ambiguous and the construction used in responding. 3. Each request for the production of Documents shall be deemed to be continuing in nature. If at any time additional Documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 4. You shall produce all Documents in the manner in which they are maintained in the usual course of your business and/or you shall organize and label the Documents to correspond with the categories in this request. A request for a Document shall be deemed to include a request for any and all file folders within which the Document was contained, transmittal sheets, cover letters, exhibits, enclosures or attachments to the document in addition to the document itself. 5. You shall produce all electronically stored information in accordance with the following specifications: (i) Form of Production. Produce electronically stored information in singlepage tiff format (Group IV tiff at 300 dpi) with standard Concordance formatted load file (.dat), including all metadata. Name each tiff file with a unique name matching the bates number labeled on the corresponding page. Group every 10,000 tiffs into a new folder; do not create a separate folder for each Document.

7 Case Document 547 Filed in TXSB on 03/07/18 Page 7 of 21 (ii) (iii) (iv) (v) (vi) Image Load File. Provide an image load file (Opticon file) that contains Document boundaries, page counts, and volume information. Document Text. For documents that were originally stored as native electronic files and which do not have redactions, produce the extracted full text (not OCR) from the body of each document in separate documentlevel *.txt files named for the beginning bates number of the associated document. Provide OCR text for documents without extracted text available (non-searchable PDFs, etc.). Group 1000 document text files per incrementally named TEXT directories, separate from image directories. For documents that were originally stored as native electronic files and which have redactions, produce the OCR text from the redacted image(s) associated with each document, in separate document-level *.txt files named for the beginning bates number of the associated document. Clearly label any redacted material to show the redactions on the tiff image. Also provide a comma-delimited extracted text list file with each document s beginning bates number along with the path to the associated extracted text/ocr text file. Native Production For Certain File Types. For files created by Excel or other spreadsheet programs, PowerPoint or other special presentation programs, database files, or any other file types that reasonably require viewing in their native format for a full understanding of their content and meaning, produce the files in native and tiff formats. Name the produced native file with the bates number on the first page of the corresponding tiff production of the file / document. Group native files within incrementally named NATIVE directories, separate from images directories. De-duplication. Produce a single copy of each electronic document for which exact duplicates exist. For messages, consolidate duplicates based on MD5 hash generated from the BCC, Body, CC, From, IntMsgID, To, and Attach properties. For attachments and stand-alone electronic files, consolidate duplicates based on MD5 hash of the entire file. Metadata. Produce extracted metadata for each document in the form of a Concordance load file (.dat). The following metadata shall be supplied, where available: Metadata Field Description Format BEGDOC ENDDOC Populate with value of item ID. (Assign sequential number). Populate with value of item ID. (Assign sequential number). numeric For native export, export as a blank field

8 Case Document 547 Filed in TXSB on 03/07/18 Page 8 of 21 BEGATTACH Populate with value of parent item numeric ID. Export as a blank field for standalone documents. ENDATTACH Populate with value of last numeric attachment item ID in family range. Export as a blank field for standalone documents. CUSTODIAN Custodian name assigned during Text collection set-up CUSTODIAN_DUP List of custodians in which record Text was not produced because they were duplicative SENTDATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) SENTTIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) RECEIVEDDATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) RECEIVEDTIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) CREATE_DATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) CREATE_TIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) LAST_MOD_DATE Export Date and Time as Two MM/DD/YYYYY Fields (they should not be combined into 1 field) LAST_MOD_TIME Export Date and Time as Two HH:MM:SS Fields (they should not be combined into 1 field) SUBJECT Subject for s and MSO Paragraph Title for MS Office files. DOCAUTHOR MSO Author for MS Office files Paragraph FROM Author Paragraph TO Recipients in TO header Paragraph CC Recipients in CC header Paragraph BCC Recipients in BCC header Paragraph MAILBOX For s and attachment, Paragraph archive filename (pst file name, nsf file name) FILESIZE Filesize is reported in bytes. Numeric FILEEXT Verbatim file extension Text FILENAME File Name Paragraph SOURCE original file path of loose Paragraph standalone files as found on hard drive or network MD5HASH Paragraph - 3 -

9 Case Document 547 Filed in TXSB on 03/07/18 Page 9 of 21 TEXTPATH NATIVELINK This field will be used to list the path and filename to multi-page text file. Data populated upon export Path and filename of native export. Paragraph Paragraph 6. Any Document withheld from production based on privilege or any similar claim shall be identified by (1) the type of document, (2) the general subject matter of the Document, (3) the date of the Document, and (4) such other information as is sufficient to identify the Document, including the author of the Document, the addressee of the Document, other recipients of the Document and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 7. Documents attached to each other should not be separated. 8. If any Document within the scope of this request has been destroyed, that Document shall be identified including identification of (i) its author(s); (ii) intended or unintended recipient(s); (iii) addressee(s); (iv) intended or unintended recipients of blind copies; (v) date; and (vi) subject matter. The circumstances of such destruction shall be set forth, and any Documents relating to such destruction shall be produced. 9. In producing Documents and other materials, you are requested to furnish all Documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed by you directly. 10. If you object to any part of any request, you shall state fully the nature of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request not objected to. 11. The Ad Hoc Committee reserves the right to request additional Documents as needed and to submit additional or supplemental document requests, provided, further, that it expressly reserves its rights to supplement or amend the Document Requests

10 Case Document 547 Filed in TXSB on 03/07/18 Page 10 of As used herein, the singular includes the plural and the plural includes the singular; the conjunctive includes the disjunctive and the disjunctive includes the conjunctive; the masculine includes the feminine and the feminine includes the masculine; and the present tense includes the past tense and the past tense includes the present tense so as to bring within the scope of these Document Requests all responses that might otherwise be construed to be outside of their scope. 13. As used herein, the connectives and and or as used in the term and/or shall be construed either disjunctively or conjunctively as necessary to bring within the scope of these Document Requests all responses that might otherwise be construed to be outside of their scope. DEFINITIONS 1. Unless otherwise or separately defined herein, all capitalized terms shall have the meanings ascribed to them in the Plan. 2. The term Anchor Field shall mean the Anchor field referenced in paragraph 25 of the Powell Declaration. 3. The term any shall mean each and every as well as any one. 4. The term Auction shall have the meaning ascribed to it in Article I(A)(16) of the Plan. 5. The term Bidding Procedures shall have the meaning ascribed to it in Article I(A)(21) of the Plan. 6. The term Chapter 11 Sale Process shall mean the chapter 11 sale process referenced in paragraph 56 of the Powell Declaration, and implemented through the Bidding Procedures. 7. The term Cobalt Debtors shall mean Cobalt International Energy, Inc. and its - 5 -

11 Case Document 547 Filed in TXSB on 03/07/18 Page 11 of 21 direct and indirect affiliates, collectively and individually, which are parties to the abovecaptioned bankruptcy proceeding. 8. The term Communication shall mean any correspondence, contact, discussion, or exchange between any two or more persons, whether written or oral. Without limiting the foregoing, the term communication shall include all documents, telephone conversations, faceto-face conversations, meetings or conferences, electronic mails and electronic documents and any other means of transmitting a message. 9. The term copy shall mean a photocopy, or any other tangible or electronic form of true and accurate duplication of a document. 10. The term Document(s) shall mean any thing discoverable under the Federal Rules of Bankruptcy Procedure and the Federal Rules of Civil Procedure, and includes, but is not limited to, all originals, non-identical copies and copies with marginal notations or interlineations of any communication, writing, sworn statement, deposition transcript, affidavit, recording, photograph, computer data, electronic mail or other item containing information of any kind or nature, however produced or reproduced, whatever its origin or location and regardless of the form maintained. The term Document also includes all electronically stored information. The term Document further means any document in the possession, custody or control of the entities and individuals to whom this document request is directed (together with any employees, agents and attorneys). Without limitation to the term control as used in the preceding sentence, an entity or individual is deemed to be in control of a document if that entity or individual has the right to secure the document or a copy thereof from another entity or individual having actual possession thereof. 11. The term North Platte Field shall mean the North Platte field referenced in - 6 -

12 Case Document 547 Filed in TXSB on 03/07/18 Page 12 of 21 paragraph 25 of the Powell Declaration. 12. The term Person shall mean have the meaning ascribed to it in Article I(A)(89) of the Plan. 13. The term Plan shall mean the February 21, 2018 Second Amended Joint Chapter 11 Plan of Cobalt International Energy, Inc. and its Debtor Affiliates [Docket No. 462]. 14. The term Powell Declaration shall mean the Declaration of David D. Powell in Support of Chapter 11 Petitions and First Day Motions [Docket No. 16]. 15. The term related to shall mean pertaining to, concerning, referring to, setting forth, describing, showing, disclosing, explaining, enumerating, listing, summarizing, reflecting, evidencing or constituting. 16. The term Statoil shall mean Statoil ASA, Statoil Gulf of Mexico LLC, Statoil US Holdings Inc. and any of their direct or indirect affiliates. 17. The term Total shall mean Total E&P USA, Inc. and any of its direct or indirect affiliates. 18. The term You and Your and Total shall mean, collectively or individually, Total and its direct and indirect affiliates and (a) any of their divisions, departments, parents, subsidiaries, affiliated entities, assigns, joint ventures, partners, or other organizational or operational units; (b) all predecessor or successor companies or corporations; (c) all companies, corporations, partnerships, associations, or other business entities, which are or have been under common ownership or control, are controlled by Total or those certain affiliates, which control Total or those certain affiliates, or which are under common control in any manner with Total or those certain affiliates; and (d) each of the present and former owners, officers, directors, shareholders, principals, partners, employees, agents, investigators, accountants, consultants, - 7 -

13 Case Document 547 Filed in TXSB on 03/07/18 Page 13 of 21 attorneys, other representative or any other persons acting or purporting to act on its behalf. DOCUMENT REQUESTS 1. Documents and Communications identifying any Person as having a desire to participate in the Auction for the Cobalt Debtors interest in the North Platte Field or in acquiring any interest in the North Platte Field outside of the Auction. 2. Documents and Communications between Total and any Cobalt Debtor, Statoil, or any other Person interested in participating in the Auction, related to the Auction, the Bidding Procedures, the Chapter 11 Sale, the North Platte Field and/or the Anchor Field. 3. Documents and Communications related to the value or valuation of the North Platte Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 4. Documents and Communications related to the value or valuation of the Anchor Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 5. Documents and Communications related to any actual or contemplated bid, including any actual or contemplated joint bid, to acquire an interest in any assets of any Cobalt Debtor through the Chapter 11 Sale Process. 6. Documents and Communications related to any discussions Total had, or contemplated having, with Statoil, or any other Person interested in participating in the Auction, relating to the Auction, the Bidding Procedures, the Chapter 11 Sale, the North Platte Field and/or the Anchor Field

14 Case Document 547 Filed in TXSB on 03/07/18 Page 14 of Documents and Communications related to any disclosure made by Total to any Cobalt Debtor of Total s actual or contemplated discussions regarding the North Platte Field with Statoil or any other Person interested in participating in the Auction. 8. Documents and Communications with any Person relating to any desire by Statoil or Total that no other Person should bid for the Cobalt Debtors interest in the North Platte Field, the Cobalt Debtors interest in the Anchor Field, or any other asset of any Cobalt Debtor, through the Chapter 11 Sale Process. 9. Documents and Communications related to the joint bid submitted by Statoil and Total for the Cobalt Debtors interest in the North Platte Field through the Chapter 11 Sale Process, including, but not limited to, Total s rationale for jointly bidding with Statoil, the structure of the joint bid, whether and/or how Statoil and Total would increase their joint bid during the Auction, and alternative bid structures considered by Total. 10. Documents and Communications related to the ability of or feasibility for Statoil and Total, individually or collectively, to bid for, fund, manage the risk of, operate, develop, maintain or hold onto the Cobalt Debtors interest in the North Platte Field and/or the Anchor Field. 11. Documents and Communications related to Total s pursuit of financial, operational or other support in connection with any consideration to bid for, fund, manage the risk of, operate, develop, maintain or hold onto the Cobalt Debtors interest in the North Platte Field and/or the Anchor Field. 12. Documents and Communications related to any disclosure to the Cobalt Debtors or any other Person of any consideration by Total to bid for the Cobalt Debtors interest in the North Platte Field

15 Case Document 547 Filed in TXSB on 03/07/18 Page 15 of Documents and Communications related to any disclosure to the Cobalt Debtors or any other Person of Statoil and Total s joint bid for the Cobalt Debtors interest in the North Platte Field, including, but not limited to, any disclosure of the existence of a joint venture between Statoil and Total and of any consideration by Total to jointly bid with Statoil. 14. Documents and Communications related to the requirement that each qualified bidder participating at the Auction confirm on the record at the Auction that (i) it has not engaged in any collusion with respect to the bidding; and (ii) its Bid is a good-faith bona fide offer and it intends to consummate the proposed transaction if selected as the Successful Bidder, in accordance with Paragraph 8(e) of the Bidding Procedures or similar requirements in prior drafts thereof. 15. Documents and Communications related to Total s acquisition of any ownership of any debt or equity of the Cobalt Debtors, including, but not limited to: a. the timing of Total s acquisition of any debt or equity of the Cobalt Debtors; b. the amount and type of any debt or equity of the Cobalt Debtors acquired by Total; c. Total s rationale for acquiring any debt or equity of the Cobalt Debtors. 16. Documents and Communications related to Total s valuation of any interest it owns in the North Platte Field, including, but not limited to: a. any impact that having or not having a controlling interest in such assets has on valuation of the assets; b. any impact that having or not having an operating interest in such assets has on the valuation of the assets

16 Case Document 547 Filed in TXSB on 03/07/18 Page 16 of Documents and Communications related to Total s valuation of any other interests it owns in hydrocarbon assets located in the Gulf of Mexico, including, but not limited to: a. any impact that having or not having a controlling interest in such assets has on valuation of the assets; b. any impact that having or not having an operating interest in such assets has on the valuation of the assets

17 Case Document 547 Filed in TXSB on 03/07/18 Page 17 of 21 SCHEDULE B Total shall produce to testify on its behalf one or more officers, directors, or managing agents, or designate other persons who consent to testify on its behalf, in each case who have knowledge of the topics set forth below. The individual(s) designated shall testify as to matters known or reasonably available to Total. Total shall identify in writing at least 24 hours in advance of the deposition the name of each person who will testify and the subject matters on which each person will testify. DEFINITIONS Unless otherwise or separately defined herein, all capitalized terms shall have the meanings ascribed to them in the Plan. 1. The term Anchor Field shall mean the Anchor field referenced in paragraph 25 of the Powell Declaration. 2. The term any shall mean each and every as well as any one. 3. The term Auction shall have the meaning ascribed to it in Article I(A)(16) of the Plan. 4. The term Bidding Procedures shall have the meaning ascribed to it in Article I(A)(21) of the Plan. 5. The term Chapter 11 Sale Process shall mean the chapter 11 sale process referenced in paragraph 56 of the Powell Declaration, and implemented through the Bidding Procedures. 6. The term Communication shall mean any correspondence, contact, discussion, or exchange between any two or more persons, whether written or oral. Without limiting the

18 Case Document 547 Filed in TXSB on 03/07/18 Page 18 of 21 foregoing, the term communication shall include all documents, telephone conversations, faceto-face conversations, meetings or conferences, electronic mails and electronic documents and any other means of transmitting a message. 7. The term North Platte Field shall mean the North Platte field referenced in paragraph 25 of the Powell Declaration. 8. The term Person shall have the meaning ascribed to it in Article I(A)(89) of the Plan. 9. The term Plan shall mean the February 21, 2018 Second Amended Joint Chapter 11 Plan of Cobalt International Energy, Inc. and its Debtor Affiliates [Docket No. 462]. 10. The term Powell Declaration shall mean the Declaration of David D. Powell in Support of Chapter 11 Petitions and First Day Motions [Docket No. 16]. 11. The term related to shall mean pertaining to, concerning, referring to, setting forth, describing, showing, disclosing, explaining, enumerating, listing, summarizing, reflecting, evidencing or constituting. 12. The term Statoil shall mean Statoil ASA, Statoil Gulf of Mexico LLC, Statoil US Holdings Inc. and any of their direct or indirect affiliates. 13. The term Total shall mean Total E&P USA, Inc. and any of its direct or indirect affiliates

19 Case Document 547 Filed in TXSB on 03/07/18 Page 19 of 21 MATTERS FOR EXAMINATION 1. Total s Communications with any Cobalt Debtor, Statoil, or any other Person interested in participating in the Auction, related to the Auction, the Bidding Procedures, the Chapter 11 Sale, the North Platte Field and/or the Anchor Field. 2. Total s desire to participate in the Auction for the Cobalt Debtors interest in the North Platte Field and/or the Anchor Field, or in acquiring any interest in the North Platte Field and/or the Anchor Field outside of the Auction. 3. The value or valuation of the North Platte Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 4. The value or valuation of the Anchor Field, or the Cobalt Debtors interest therein, including, but not limited to, any valuation or analysis of value performed or prepared by or at the direction or request of any Cobalt Debtor, Statoil or Total. 5. The ability of or feasibility for Statoil and Total, individually or collectively, to bid for, fund, manage the risk of, operate, develop, maintain or hold onto the Cobalt Debtors interest in the North Platte Field and/or the Anchor Field. 6. Total s pursuit of financial, operational, or other support in connection with any consideration to bid for, fund, manage the risk of, operate, develop, maintain or hold on to the Cobalt Debtors interest in the North Platte Field and/or the Anchor Field. 7. Any Communication with any Person relating to any desire by Statoil or Total that no other Person should bid for the Cobalt Debtors interest in the North Platte Field, the Cobalt Debtors interest in the Anchor Field, or any other asset of any Cobalt Debtor, through the Chapter 11 Sale Process

20 Case Document 547 Filed in TXSB on 03/07/18 Page 20 of The joint bid submitted by Statoil and Total for the Cobalt Debtors interest in the North Platte Field through the Chapter 11 Sale Process including, but not limited to: a. Total s rationale for jointly bidding with Statoil; b. the structure of the joint bid; c. whether and/or how Statoil and Total would increase their joint bid during the auction; and d. alternative bid structures considered by Total. 9. Any disclosure to any Cobalt Debtor or any other Person of Statoil and Total s joint bid for the North Platte Field, including, but not limited to, any disclosure of: a. any consideration by Statoil to bid for the North Platte Field; b. the existence of a joint venture between Statoil and Total; and c. any consideration by Total to jointly bid with Statoil. 10. Total s acquisition of any ownership of any debt or equity of the Cobalt Debtors, including, but not limited to: a. the timing of Total s acquisition of any debt or equity of the Cobalt Debtors; b. the amount and type of any debt or equity of the Cobalt Debtors acquired by Total s; c. Total s rationale for acquiring any debt or equity of the Cobalt Debtors. 11. Total s valuation of any interest it owns in the North Platte Field, including, but not limited to: a. any impact that having or not having a controlling interest in such assets has on valuation of the assets; - 4 -

21 Case Document 547 Filed in TXSB on 03/07/18 Page 21 of 21 b. any impact that having or not having an operating interest in such assets has on the valuation of the assets. 12. Total s valuation of any other interests it owns in hydrocarbon assets located in the Gulf of Mexico, including, but not limited to: a. any impact that having or not having a controlling interest in such assets has on valuation of the assets; b. any impact that having or not having an operating interest in such assets has on the valuation of the assets