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IN RE COUNTY OF ORANGE

Bankruptcy No. SA 94-22272 JR.

219 B.R. 543 (1997)

In re COUNTY OF ORANGE, a political subdivision of the State of California, Debtor.

United States Bankruptcy Court, C.D. California.

December 31, 1997.

Attorney(s) appearing for the Case

Bruce Bennett, Hennigan, Mercer & Bennett, Los Angeles, CA, for Debtor.

Patrick C. Shea, Pillsbury, Madison & Sutro, San Diego, CA, for Official Committee of Orange County Investment Pool Participants.

David Pettit, Hedges & Caldwell, Los Angeles, CA; Theodore Gewertz, David C. Bryan, Wachtell, Lipton, Rosen & Katz, New York City, for Appaloosa Investment Limited Partnership and Belmont Capital Partners II, L.P.

MEMORANDUM OPINION

JOHN E. RYAN, Bankruptcy Judge.

I. INTRODUCTION

On June 12, 1996, the County of Orange ("County") filed its original objection to the claim held by Appaloosa Investment Limited Partnership I, Chestnut Investment, Palomino Fund Ltd., Pinto Investors Ltd. (collectively, "Appaloosa") and Belmont Capital Partners II, L.P. (collectively with Appaloosa, the "Noteholders"). The Noteholders hold a secured claim of $64 million (the "Claim...

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