In re: Service Merchandise Company, Inc., et al., Chapter 11, Reorganized Debtors.

Case No. 399-02649, Jointly Administered.United States Bankruptcy Court, M.D. Tennessee, Nashville Division.
December 27, 2004

Paul G. Jennings, Phillip G. Young, BASS, BERRY SIMS PLC, Nashville, TN, and John Wm. Butler, Jr., George N. Panagakis, Patrick J. Nash, Jr., SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP, Chicago, IL, Attorneys for Reorganized Debtors.

John H. Rowland, Esq., Baker, Donelson, Bearman, Caldwell
Berkowitz, PC, Commerce Center, Nashville, TN, Attorney for Claimant.

AGREED ORDER REGARDING CLAIM NO. 2155 FILED BY HAZEL JEWELRY CO.
GEORGE PAINE, Chief Judge, Bankruptcy

Upon the agreement of Service Merchandise Company, Inc. and 31 of its affiliates (collectively, the “Reorganized Debtors”), and Hazel Jewelry Co. (the “Claimant”); and the Reorganized Debtors and the Claimant having agreed, as signified by the signatures of counsel below, to the treatment of Claim No. 2155 (the “Claim”) on the terms set forth in this Agreed Order; and the Court being otherwise sufficiently advised, it is hereby

ORDERED, ADJUDGED AND DECREED:

1. The Claim shall be and hereby is ALLOWED as an allowed general prepetition non-priority unsecured claim in the amount of $274,103.23 (the “Allowed Amount”) against Service Merchandise Company, Inc. in Case No. 399-02649.

2. The Court shall retain jurisdiction to hear any matters or disputes arising from or relating to this order.

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