Case 14-10193-KG Doc 209 Filed 03/21/14 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TUSCANY INTERNATIONAL HOLDINGS (U.S.A.) LTD., et al., Debtors. 1 Chapter 11 Case No. 14-10193 (KG) Jointly Administered NOTICE OF DEPOSITION OF DEBTORS PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 30(b)(6) PLEASE TAKE NOTICE that, pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure and Rules 7030 and 9014 of the Federal Rules of Bankruptcy Procedure and Rule 7030-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Official Committee Of Equity Security Holders of Tuscany International Drilling, Inc. (the "Committee"), by and through its undersigned counsel, will take the deposition of the Debtors. The deposition will commence April2, 2014, beginning at 1:00 p.m. (ET) at the offices of Landis Rath & Cobb LLP, located at 919 Market Street, Suite 1800, Wilmington, Delaware 19801, or on such other date and at such other location as mutually agreed by the Committee and the Debtors. The deposition will continue from day to day thereafter until complete. The deposition will proceed before an officer authorized by law to administer oaths and will be recorded by audio, video and/or stenographic means. Pursuant to Rule 30(b )( 6), the Debtors shall designate one or more officers, directors, managing agents, or other persons who consent to testify on the Debtors' behalf, who after due 1 The Debtors in these cases are Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. The last four digits of Tuscany International Holdings (U.S.A.) Ltd.'s U.S. federal tax identification number are 8192. The last four digits of Tuscany International Drilling Inc.'s Canadian tax identification number are 4278. The address for the Debtors is 1950, 140-4 Avenue S.W. Calgary, Alberta, Canada T2P 3N3. { 1 005.002-W0030284.}
Case 14-10193-KG Doc 209 Filed 03/21/14 Page 2 of 2 inquiry, possess knowledge as to all facts and other about the topics set forth in Exhibit A attached hereto. Dated: March 21, 2014 Wilmington, Delaware Ad andis (No 3407) Kern K. Mumford (No. 4186) James S. Green Jr. (No. 4406) J. Landon Ellis (No. 4852) Joseph D. Wright (No. 5669) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 Email: landis@lrclaw.com mumford@lrclaw.com green@lrclaw.com ellis@lrclaw.com wright@lrclaw.com Proposed Counsel to the Official Committee of Equity Security H alders of Tuscany International Drilling Inc. {1005.002-W0030284.} 2
Case 14-10193-KG Doc 209-1 Filed 03/21/14 Page 1 of 5 EXHIBIT A INSTRUCTIONS 1. The term "topic" or "topics" means the topics upon which the deposition will be conducted, as set forth below. 2. Each topic is to be read and construed separately and independently without reference to or being limited by any other topic. 3. The terms "all" and "each" shall be construed in the most or least inclusive sense as will bring within the scope of the topic all responses that might otherwise be construed to be out of its scope. 4. The terms "and" and "or" are to be construed either disjunctively or conjunctively, whichever is appropriate, so as to give the request its most expansive meaning. 5. The term "any" should be understood in either its most or least inclusive sense as will bring within the scope of the request all responses that might otherwise be construed to be out of its scope. 6. The singular form of a word is to be interpreted as plural and the plural form of a word shall be interpreted as singular, whichever is appropriate, so as to give the request its most expansive meaning. 7. The Committee reserves the right to pose additional topics upon which the deposition will be conducted. DEFINITIONS Notwithstanding any definition stated below, each word, term, or phrase used in this deposition notice is intended to have the broadest meaning permitted under the Federal Rules of Civil Procedure (the "Federal Rules"). { 1005.002-W0030284.}
Case 14-10193-KG Doc 209-1 Filed 03/21/14 Page 2 of 5 Unless otherwise stated, the following definitions shall apply: 1. All capitalized but not otherwise defined terms shall have the same meanings ascribed to them in the Motion (defined below). 2. The term "Bankruptcy Proceedings" means the jointly administered cases In re Tuscany International Holdings (U.S.A.) Ltd., et al., Case No. 14-10193 (KG) pending in the United States Bankruptcy Court for the District of Delaware and the case commenced in the Canadian Bankruptcy Court by Tuscany International Drilling Inc. under the Companies' Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36, as amended, or any other court having jurisdiction over the proceedings. 3. The term "communication" means the transmission of information in any form and includes without limitation all inquiries, discussions, conversations, presentations, negotiations, agreements, understandings, meetings, telephone conversations, e-mails, letters, notes, telegrams, advertisements, correspondence, memoranda, or other forms of verbal, written or electronic intercourse, including drafts, facsimiles and copies, as well as originals. 4. The term "Debtors" means Tuscany International Holdings (U.S.A.) Ltd., et al., the debtors in the Bankruptcy Proceedings, and shall include their agents, affiliates, predecessors-in-interest, successors, assigns, affiliates, attorneys, subsidiaries or other legal representatives, advisors, trustees, consultants, current or former officers, employees, members or any other person currently or formerly acting or purporting to act on the Debtors' behalf for any purpose. 5. The term "document" is used herein in the broadest sense permitted by the Federal Rules of Civil Procedure, and it includes any medium upon which intelligence or information can be recorded or retrieved, and includes, without limitation, all written, electronic, { 1005.002-W0030284.} 2
Case 14-10193-KG Doc 209-1 Filed 03/21/14 Page 3 of 5 or graphic matter of every kind and description however produced or reproduced, all documents and tangible things, whether draft or final, original or reproduction, including, but not limited to, all non-original, non-conforming, and non-identical copies, whether by reason of subsequent modification, notation, deletion, or otherwise. This term includes, without limitation, all analyses, calculations, charts, communications, computer readable media, correspondence, diaries, emails, employment records, files, formulae, graphs, journals, letters, lists, log books, manuals, medical files, memoranda, minutes of conversations or meetings, microfiche, microfilm, models, notebooks or notes, outlines, papers, policies, presentations, publications, records, recordings, reports, statements, summaries, tangible things, video tapes, and files. 6. The term "Equipment and Inventory" has the meaning ascribed to it in Article 1.1( d) of the Sale Agreement. 7. The term "Lenders" has the meaning ascribed to it in paragraph 9 of the Motion. 8. The term "Motion" means the Motion of Debtors Under 11 U.S.C. 105 and 363 and Fed. R. Bankr. P. 2002 and 6004 Authorizing Intercompany Transfer of Onshore Drilling Rig [D.I. 101] filed with the Court on February 28, 2014. 9. The term "Note" means the non-interest bearing promissory note referenced in Article 2.1 of the Sale Agreement. 10. The term "Petition Date" means February 2, 2014, the date on which the Debtors commenced these Chapter 11 Cases. 11. The term "relating to" means directly or indirectly concernmg, mentioning, referring to, pertaining to, regarding, describing, evidencing, constituting, reflecting, embodying, discussing or having any logical or factual connection whatsoever with regard to the topic. { 1005.002-W0030284.} 3
Case 14-10193-KG Doc 209-1 Filed 03/21/14 Page 4 of 5 12. The term "Rig" has the meaning ascribed to it in Article 1.1 (e) of the Sale Agreement. 13. The term "Sale Agreement" means the unexecuted draft Rig Purchase and Sale Agreement by and between debtor Tuscany International Drilling, Inc. as seller, Tuscany Rig Leasing S.A., which Sale Agreement is attached as Exhibit A to the Notice of Filing of Proposed Sale Agreement [D.I. 160], filed with the Court on March 14, 2014, and as amended, revised, supplemented, or modified. 14. The term "TRL" means Tuscany Rig Leasing S.A., an affiliate of the Debtors, and shall include its agents, affiliates, predecessors-in-interest, successors, assigns, affiliates, attorneys, subsidiaries or other legal representatives, advisors, trustees, consultants, current or former officers, employees, members or any other person currently or formerly acting or purporting to act on TRL's behalf for any purpose. TOPICS OF INQUIRY The topics upon which the deposition will be conducted are as follows: 1. All factual assertions and allegations set forth in, or relating to the Motion and the Sale Agreement, and all exhibits thereto and any revised or amended versions to be filed. 2. All facts relating to the Debtors' ability, intention, and/or efforts to market the Rig and Equipment and Inventory for sale. 3. All facts relating to the valuation of the Rig and/or Equipment and Inventory. 4. 5. 6. All facts relating to the negotiation of the Sale Agreement. All facts relating to the financial condition of TRL. All facts relating to TRL's financial wherewithal to satisfy the Note. { 1 005.002-W0030284.} 4
Case 14-10193-KG Doc 209-1 Filed 03/21/14 Page 5 of 5 7. All facts relating to communications between the Debtors and Lenders regarding the sale of the Rig and/or Equipment and Inventory. 8. All facts relating to the Debtors' assertion that $10,115,000.00 is fair and reasonable consideration for Rig and/or Equipment and Inventory. 9. All facts relating to documents and communications the Debtors intend to introduce into evidence and/or use in any way in connection with the hearing on the Motion scheduled for April 7, 2014. {I 005.002-W0030284.} 5