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1
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ANSWER OF DEFENDANT ORION REFINING
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EXTRACTED KEY WORDS
PARAGRAPH COMPLAINT ADMITS ORION DENIES COURT EXCHANGE RESPONSE RESPECTFULLY REFERS THEREOF PROVISIONS SPEAKS DIRECTORS PLAINTIFF MEMBER RELIEF INDENTURE WRITTEN EXCHANGE DELAWARE ORION REFINING CORPORATION LAWS FULLY SET DEFENDANT ORION REFINING REFINERY STOCKHOLDER PURPORTS ORLEANS LOUISIANA AGREEMENTS BRIDGE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HIGH RIVER LIMITED PARTNERSHIP, >
a Delaware limited partnership, >
>
Plaintiff, >
>
V . > Civil Action No. 1759$-NC "
>
ORION REFINING CORPORATION, > .
BAINES MANNING, EDWIN B. DONAHUE, 1 `.
BERNARD PAULSON, JOHN R. STANLEY, )
and MALCOLM TURNER, >
>
Defendants. >
ANSWER OF DEFENDANT ORION REFINING CORPORATION
Defendant Orion Refining Corporation ("Orion"), by its attorneys, hereby
responds as follows to each numbered paragraph of the Complaint in the above-captioned case.
1. Orion denies the allegations contained in paragraph 1 of the Complaint,
except admits that Orion is incorporated under the laws of the State of Delaware and that, on
information and belief, High River was an owner of some amount of the 15% Notes.
2. Orion denies the allegations contained in paragraph 2 of the Complaint,
except admits that Orion owns a large petroleum refinery (the "Refinery") located along the
Mississippi River, approximately 20 miles from New Orleans, Louisiana.
3. Orion denies the allegations contained in paragraph 3 of the Complaint.
4. Orion denies the allegations contained in paragraph 4 of the Complaint,
except admits that, at present, there are five members of the board of directors of Orion and that
the composition of the board of directors is governed by the terms of certain stockholder
agreements, and Orion respectfully refers the Court to the terms of the stockholder agreements
SNIPPETS:
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2
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COMPLAINT
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EXTRACTED KEY WORDS
REFINERY HIGH RIVER CREDITORS DEBT HOLDERS TCW DELAWARE INDENTURE EXCHANGE LOANS PLAINTIFF HIGH RIVER BANKRUPTCY COVENANTS JEFFERIES DEFENDANTS PARENT COMPLAINT OWNERSHIP TRUST INDENTURE DIRECTORS TRUST INDENTURE ACT TCR HOLDING LIMITED PARTNERSHIP INSOLVENCY PARENT ENTITIES TARC BERNARD PAULSON ATTORNEYS FOREGOING PARAGRAPHS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HIGH RIVER LIMITED PARTNERSHIP )
a Delaware limited partnership, c * Nom 1 --ygy&fdc _.`Z
> . . / j- 2
.-.,
> :
I
Plaintiff, ) (_
.
:
r
- against - ;
>
ORION REFINING CORPORATION, )
,:,
BAINES MANNING, EDWIN B. >
DONAHUE, BERNARD PAULSON,
JOHN R. STANLEY, and MALCOLM i
TURNER,
1
Defendants. )
)
COMPLAINT
Plaintiff High River Limited Partnership ("High River"), by its attorneys, alleges for its
complaint upon personal knowledge as to its own actions and upon information and belief as to all
other matters, as follows:
NATURE OF THIS ACTION
1. High River was the holder of $15 million of secured notes (the " 15% Notes") of
Refining Corporation ("Orion"). Orion is a Delaware corporation which has been unable to meet
its debt obligations as they fall due and has been operating so close to the edge in the face of
losses and inadequate capital as to be in the vicinity of insolvency.
SNIPPETS:
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