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IN RE G.I. JOE'S HOLDING CORP.

Bankruptcy No. 09-10713(KG). Adversary No. 09-50888(KG).

420 B.R. 208 (2009)

In re G.I. JOE'S HOLDING CORPORATION, et al., Debtors. Worldwide Distributors, a Washington cooperative association, Plaintiff, v. Wells Fargo Retail Finance, LLC, Individually, and in its Capacity as Agent for the Pre-Petition Senior Lenders, Crystal Capital Fund Management, L.P., Individually, and in its Capacity as Agent for the Term Loan B Lenders; G.I. Joe's Holding Corporation, a Delaware corporation, G.I. Joe's, Inc., an Oregon corporation, Defendants.

United States Bankruptcy Court, D. Delaware.

October 30, 2009.

Attorney(s) appearing for the Case

Gabriel R. MacConaill, Potter Anderson & Corroon LLP, Wilmington, DE, for Debtors.

Anthony M. Saccullo, Carl D. Neff, Ciardi, Ciardi & Astin, P.C., Wilmington, DE, for Plaintiff.

Michael G. Busenkell, Steven K. Kortanek, Womble Carlyle Sandridge & Rice, PLLC, Lee E. Kaufman, Timothy M. Riffin, Richards, Layton & Finger, P.A., Steven M. Yoder, Potter Anderson & Corroon LLP, Wilmington, DE, for Defendants.

G.I. Joe's, Inc., an Oregon corporation, pro se.

MEMORANDUM OPINION1

KEVIN GROSS, Bankruptcy Judge.

I. INTRODUCTION

The Court has been asked to decide issues which will determine the competing interests of secured creditors. Worldwide Distributors ("Worldwide") brought this adversary proceeding on April 7, 2009, to establish that it has a perfected first priority security interest in Debtors' assets — priority over the claimed...

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