In re: SERVICE MERCHANDISE COMPANY, INC., et al., Chapter 11, Debtors. Service Merchandise Company, Inc., et al. Plaintiffs, vs. Gillette Company, Inc. d/b/a Duracell North Atlantic Group, Defendant.

Case No. 399-02649, Jointly Administered, Adv. Proc. No. 301-0399AUnited States Bankruptcy Court, M.D. Tennessee, Nashville Division
February 14, 2003

(Continuing Vendors) Wally W. Dietz, Esq., Paul G. Jennings, Esq., Beth A. Dunning, Esq., Bass, Berry Sims, PLC, Nashville, TN, Attorneys for Debtors and Debtors in Possession.

Robert H. Waldschmidt, Howell Fisher, PLLC, Nashville, TN, and Samuel R. Grafton, Popper Grafton, New York, NY, Attorneys for the Claimant.

AGREED ORDER OF SETTLEMENT AND DISMISSAL
GEORGE C. PAINE, II, United States Bankruptcy Judge.

Upon the agreement of the parties that this adversary proceeding has been resolved and should be dismissed, the Court FINDS, ADJUDGES AND DECREES.

A. Prior to March 14, 2001, the Plaintiffs, Service Merchandise Company, Inc. (“Service Merchandise”) and 31 of its affiliates (the “Affiliate Debtors”; collectively, with Service Merchandise, the “Plaintiffs”), initiated the above-captioned adversary proceeding by filing their Complaint to Avoid Preferential Transfers and to Recover Amount of Such Transfers (the “Complaint”) against the defendant, Gillette Company, Inc. d/b/a Duracell North Atlantic Group (the “Defendant”).

B. The Debtors and the Defendant have reached a settlement and agreed resolution (the “Settlement”) of the subject matter of the Complaint and any and all factual and legal issues raised therein on the terms set forth in the Settlement Letter Agreement between the Debtors and the Defendant dated September 25, 2002.

C. The Debtors have agreed to dismiss the Complaint with prejudice, each party to bear its own costs.

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. The Complaint shall be and hereby is dismissed, with prejudice, each party bearing its own costs.

2. The Court shall retain jurisdiction to hear any matters or disputes arising from or relating to the Agreed Order of Dismissal.