Opinion
Case No. 399-02649, Jointly Administered
December 30, 2002
Attorneys for Debtors and Debtors-in-Possession: Paul G. Jennings, Beth A. Dunning, BASS, BERRY SIMS PLC Nashville, TN, and John Wm. Butler, Jr. George N. Panagakis SKADDEN, ARPS, SLATE, MEAGHER FLOM (ILLINOIS) Chicago, IL.
Attorney for Claimants: Linda W. Knight, GULLETT, SANFORD, ROBINSON MARTIN, PLLC Nashville, TN, and Elizabeth Weller LINEBARGER, GOGGAN, BLAIR, PENA SAMPSON, LLP Dallas, TX, and Michael Reed McCREARY, VESELKA, BRAGG ALLEN, P.C. Austin, Texas.
AGREED ORDER RESOLVING CERTAIN TEXAS TAX CLAIMS
Upon the Omnibus Objection to certain claims (Docket No. 7527) (the `Objection'), filed by Service Merchandise Company, Inc. (`Service Merchandise') and 31 of its affiliates (the `Affiliate Debtors'), debtors and debtors-in-possession in the above-captioned cases (Service Merchandise and the Affiliate Debtors collectively, the `Debtors') and the responses to the Objection (the `Responses'), filed by certain Texas Taxing Authorities identified on Exhibit A attached hereto (the `Claimants'); and the Debtors and the Claimants having agreed, as signified by the signatures of counsel below, to a resolution of the disputes related to the claims identified on Exhibit A hereto (the `Claims') filed by the Claimants 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 Claims shall be and hereby are ALLOWED as prepettion secured claims in the amounts listed in Exhibit A attached hereto (the "Allowed Secured Amounts") against Service Merchandise Company, Inc. in Case No. 399-02649.
2. Pursuant to that certain Order Granting The Debtors Discretionary Authority (A) To Pay Certain Oversecured Tax Claims That Are Accruing Allowable Postpetition Interest And/Or Penalties And (B) To Compromise And Settle Disputes Related To Such Tax Claims, entered by this Court on April 5, 2000 (Docket No. 2565), the Debtors are hereby authorized to pay the Allowed Secured Amounts.
3. The Claims shall be and hereby are DISALLOWED to the extent they exceed the Allowed Secured Amounts.
4. The automatic stay imposed by 11 U.S.C. § 362(a) remains in effect with respect to any and all actions to collect or enforce the claims allowed in this Order and/or any other claims against the Debtors or against the assets of the Debtors or any affiliate or insider of the Debtors.
5. The Claimants shall have no other claims, whether secured, unsecured, prepetition, postpetition, administrative, priority or otherwise against the Debtors or their estates, provided however that nothing in this Order shall limit the fights of the Claimants to file claims relating to the current tax year and the Debtors' fight to object to such claims.
EXHIBIT A
Taxing Entity Claim No. Total to be Paid City of Waco 3180 $13,265.99
City of Arlington 4959 $3,917.34 Bell County 3184 $11,780.04 Bexar County 1462 $63,398.53 Brazos County 4982 $11,242.33 Cameron County 4976 $2,013.85 Columbia-Brazoria ISD Withdrawn Cypress-Fairbanks ISD 3250 $32,531.74 City of Dallas 4966 $128,095.15 Dallas County 4605 $35,095.90 Denton County 3193 $3,098.44 City of El Paso 4988 $15,471.04 Fort Bend County 3249 $3,042.45 Fort Bend ISD 3248 $8,077.76 Gregg County 4960 $3,561.28 Harlingen 3494 $3,097.59 Harlingen ISD 3493 $8,401.83 Harris County Houston 4968 $102,941.10 Hidalgo County 4819 $23,464.83 Houston ISD 3252 $20,394.76 Jefferson County 4980 $13,068.05 Longview ISD 4989 $6,540.89 McAllen 4957 $7,725.55 McLennan County 4977 $3,273.60 Midland CAD 4986 $11,870.64 Montgomery County 4970 $31,535.09 Nueces County 4978 $13,537.81 Pharr-San Juan-Alamo 4820 $29,156.49 Smith County 2836 $24,131.74 Tarrant County 4962 $32,924.09 Tom Green CAD 4607 $13,354.03 Total $680,009.88