In the United States Bankruptcy Court for the District of Delaware

Case 20-13076-BLS Doc 108 Filed 12/09/20 Page 1 of 3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

------x : In re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No. 20-13076 (BLS) et al.,1 : : (Jointly Administered) Debtors. : : Hearing Date: : January 4, 2021 at 10:00 a.m. : : Objection Deadline: : December 23, 2020 at 4:00 p.m.

: Re: D.I. 10 ------x

NOTICE OF “DEBTORS’ OMNIBUS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE AND (B) ABANDON DE MINIMIS PROPERTY IN CONNECTION THEREWITH, (II) GRANTING A LIMITED WAIVER OF BANKRUPTCY RULE 6006(f)(6), AND (III) GRANTING RELATED RELIEF” AND HEARING THEREON

PLEASE TAKE NOTICE that, on December 4, 2020, Francesca’s Holdings

Corporation and its affiliated debtors and debtors in possession (collectively, the “Debtors”), filed the Debtors’ Omnibus Motion for Entry of Interim and Final Orders (I) Authorizing

Debtors to (A) Reject Certain Unexpired Leases of Nonresidential Real Property Effective Nunc

Pro Tunc to the Petition Date and (B) Abandon De Minimis Property in Connection Therewith,

(II) Granting a Limited Waiver of Bankruptcy Rule 6006(f)(6), and (III) Granting Related Relief

[D.I. 10] (the “Motion to Reject”) with the United States Bankruptcy Court for the District of

Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the “Bankruptcy

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

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Court”). A copy of the Motion to Reject is attached hereto as Exhibit A.

PLEASE TAKE FURTHER NOTICE that, any responses or objections to the

Motion to Reject must be in writing and filed with the Clerk of the Bankruptcy Court, 824 North

Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before December 23, 2020 at 4:00 p.m. (Eastern Standard Time).

PLEASE TAKE FURTHER NOTICE that, if any objections to the Motion to

Reject are received, the Motion to Reject and such objections shall be considered at a hearing before The Honorable Brendan L. Shannon, United States Bankruptcy Judge for the District of

Delaware, at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 1,

Wilmington, Delaware 19801 on January 4, 2021 starting at 10:00 a.m. (Eastern Standard

Time).

PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO

THE MOTION TO REJECT ARE TIMELY FILED IN ACCORDANCE WITH THIS

NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN

THE MOTION TO REJECT WITHOUT FURTHER NOTICE OR HEARING.

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2 RLF1 24438023v.1 Case 20-13076-BLS Doc 108 Filed 12/09/20 Page 3 of 3

Dated: December 9, 2020 Wilmington, Delaware /s/ Jason M. Madron RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Jason M. Madron (No. 4431) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701

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O’MELVENY & MYERS LLP Maria DiConza (admitted pro hac vice) Joseph Zujkowski (admitted pro hac vice) Diana M. Perez (admitted pro hac vice) Times Square Tower Seven Times Square New York, New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061

Proposed Attorneys for the Debtors and Debtors in Possession

3 RLF1 24438023v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 1 of 42

Exhibit A

[Motion to Reject]

RLF1 24438023v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 2 of 42

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : In re: : Chapter 11 : Case No. 20-13076 (___) FRANCESCA’S HOLDINGS CORPORATION, : et al.,1 : Joint Administration Requested : Debtors. : ------x

THIS MOTION SEEKS TO REJECT CERTAIN UNEXPIRED LEASES OF

NONRESIDENTIAL REAL PROPERTY. PARTIES RECEIVING THIS OMNIBUS MOTION SHOULD REVIEW THE MOTION TO SEE IF THEIR NAME(S) AND/OR LEASE(S) ARE SET FORTH IN THE MOTION AND/OR THE EXHIBITS ATTACHED THERETO TO DETERMIN E WHETHER THE MOTION AFFECTS THEIR LEASE(S).

DEBTORS’ OMNIBUS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE AND (B) ABANDON DE MINIMIS PROPERTY IN CONNECTION THEREWITH, (II) GRANTING A LIMITED WAIVER OF BANKRUPTCY RULE 6006(f)(6), AND (III) GRANTING RELATED RELIEF

Francesca’s Holdings Corporation (“FHC”) and its affiliated debtors and debtors in possession (collectively, the “Debtors”) respectfully request entry of interim and final orders

(i) authorizing the Debtors to (a) reject certain unexpired leases of nonresidential real property

effective nunc pro tunc to the Petition Date (as defined below) and (b) abandon de minimis property in connection therewith, (ii) granting a limited waiver of the numerosity requirement of rule

6006(f)(6) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

Docket No. 10 RLF1 24406143v.1 Filed: 12/4/20 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 3 of 42

(iii) granting certain related relief. In support of this motion, the Debtors rely on and incorporate by reference Andrew Clarke’s Declaration in Support of the Debtors’ Chapter 11 Petitions and

First Day Pleadings (the “Clarke Declaration”), filed concurrently with this motion.2 In further support of the motion, the Debtors, by and through their undersigned proposed counsel, respectfully represent:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this motion under 28 U.S.C. §§ 157

and 1334 and venue is proper under 28 U.S.C. §§ 1408 and 1409. This is a core proceeding under

28 U.S.C. § 157(b).3

BACKGROUND

2. On December 3, 2020 (the “Petition Date”), each of the Debtors filed a

voluntary petition with this Court for relief under chapter 11 of title 11 of the United States Code,

§§ 101-1532, et seq. (the “Bankruptcy Code”). The Debtors continue to manage and operate their

business as debtors in possession under sections 1107(a) and 1108 of the Bankruptcy Code.

3. Francesca’s is a specialty retailer that operates a nationwide-chain of

boutiques providing a diverse assortment of apparel, jewelry, accessories, and gifts. As of

December 1, 2020, the Debtors operate 558 boutiques in 45 states and the District of Columbia

and also serve their customers through www.francescas.com, their e-commerce website, and their

recently launched mobile app. Additional information on the Debtors’ business and capital

2 Capitalized terms used but not defined in this motion have the meanings used in the Clarke Declaration. 3 Pursuant to rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Debtors hereby expressly confirm their consent to the entry of a final order by this Court in connection with this motion if it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution.

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structure, as well as a description of the reasons for filing these cases, is set forth in the Clarke

Declaration.

RELIEF REQUESTED

4. By this motion, pursuant to sections 365 and 554 of the Bankruptcy Code

and Bankruptcy Rules 6006 and 6007, the Debtors respectfully request entry of interim and final

orders, substantially in the forms attached as Exhibit A (the “Interim Order”) and Exhibit B

(the “Final Order”), authorizing the Debtors to (a) reject, effective as of the Petition Date, certain

unexpired leases of nonresidential real property (the “Rejected Leases”) and (b) abandon certain

de minimis personal property (the “Abandoned Property”).

BASIS FOR RELIEF REQUESTED

I. FACTS SPECIFIC TO RELIEF REQUESTED

5. As noted above, in the ordinary course of business, the Debtors operate hundreds of retail boutiques throughout the United States. The Debtors do not own the real property where such stores are located and, instead, lease the real property from various counterparties. Prior to the Petition Date, the Debtors engaged in a comprehensive review of the financial performance of the Debtors’ boutiques and an analysis of their real estate lease portfolio.

As a result of this analysis, the Debtors identified certain boutique locations that were underperforming relative to lease costs.

6. Based on the Debtors’ analysis, prior to the Petition Date, the Debtors wound down their operations at the boutiques (collectively, the “Rejected Locations”) subject to the Rejected Leases set forth on Exhibit 1 to the Interim Order and vacated and surrendered the

Rejected Locations to the applicable lease counterparties. Prior to vacating the Rejected Locations,

the Debtors removed personal property that, in their business judgment, had more than de minimis

value to the Debtors and their estates. However, certain Abandoned Property remains at the

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Rejected Locations, including, but not limited to, furniture, fixtures, and equipment. The Debtors believe, in their business judgment, that such Abandoned Property will either be prohibitively expensive or difficult to remove, relative to its value, such that the economic benefits of removing the Abandoned Property is exceeded by the attended costs thereof. Therefore, the Debtors request permission to abandon any Abandoned Property at the Rejected Locations.

7. In light of the Debtors’ efforts to preserve and maximize the value of their estates, and to avoid incurring costs and expenses that are no longer integral to the Debtors’ business operations and their chapter 11 efforts, the relief requested herein is necessary and appropriate.

II. LEGAL BASIS FOR RELIEF REQUESTED

A. Rejection of the Rejected Leases is an Appropriate Exercise of the Debtors’ Business Judgment

8. Section 365(a) of the Bankruptcy Code provides that a debtor, “subject to the court’s approval, may assume or reject any executory contract or unexpired lease of the debtor.” 11 U.S.C. § 365(a). The purpose of section 365(a) is “to permit the trustee or debtor-in- possession to use valuable property of the estate and to renounce title to and abandon burdensome property.” In re Republic Airways Holdings Inc., 547 B.R. 578, 582 (Bankr. S.D.N.Y. 2016)

(quoting Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d

1095, 1098 (2d Cir. 1993)); see also Nat’l Labor Relations Bd. v. Bildisco & Bildisco (In re

Bildisco), 465 U.S. 513, 528 (1984) (“[T]he authority to reject an executory contract is vital to the basic purpose to a Chapter 11 reorganization, because rejection can release the debtor’s estate from burdensome obligations that can impede a successful reorganization.”); In re Exide Techs., 607

F.3d 957, 967 (3d Cir. 2010) (“Courts may use § 365 to free a [debtor] from burdensome duties that hinder its reorganization”).

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9. Courts generally will not second-guess a debtor’s business judgment

concerning the rejection of an executory contract or unexpired lease. Further, the business

judgment standard is satisfied when a debtor determines that assumption or rejection will benefit

the estate. See In re Trans World Airlines, Inc., No. 01-0056 (PJW), 2001 WL 1820019, at *2

(Bankr. D. Del. Mar. 16, 2001) (noting that the standard under section 365 requires consideration of the benefit of the rejection to the debtor’s estate); see also In re TS Indus., Inc., 117 B.R. 682,

685 (Bankr. D. Utah 1990); In re Del Grosso, 115 B.R. 136, 138 (Bankr. N.D. Ill. 1990).

10. As noted above, the Debtors closed the boutiques associated with the

Rejected Leases and vacated and surrendered the Rejected Locations to the applicable lease

counterparties prior to the Petition Date. As such, the Rejected Leases constitute an unnecessary

drain on the Debtors’ resources, do not provide any benefit to the Debtors’ estates, and are not

necessary to the Debtors’ operations or the consummation of a sale transaction. The immediate rejection of the Rejected Leases will prevent the estates from incurring unnecessary administrative expenses associated with the Debtors’ obligations thereunder. The Debtors therefore submit that their decision to reject the Rejected Leases is an exercise of their sound business judgment and should be approved by the Court.

11. The Debtors may have claims against counterparties arising under, or independently of, the Rejected Leases. The Debtors do not waive such claims by the filing of this

motion or by the rejection of the Rejected Leases.

12. Generally, when a real property lease is rejected any relevant subleases are

also deemed rejected by operation of law. See Chatlos Sys., Inc. v. Kaplan (In re Chatlos Sys.,

Inc.), 147 B.R. 96, 99-100 (D. Del. 1992) (“When a lease is deemed rejected . . . any subleases

under that primary lease must also be deemed rejected since the sublessee’s rights in the property

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extinguish with those of the sublessor.”); Doral Commerce Park, Ltd., v. Teleglobe Commc’ns

Corp. (In re Teleglobe Commc’ns Corp.), 304 B.R. 79, 84 (Bankr. D. Del. 2004) (holding

subtenant’s interest in property extinguished by debtor’s rejection of primary lease). To the best

of their knowledge, the Debtors are not party to any subleases with respect to the Rejected

Locations. However, the Debtors request, out of an abundance of caution, that the Court authorize

and confirm the rejection of any subleases and/or amendments that are related to the Rejected

Leases.

13. The Debtors further request that, consistent with the limitations imposed by

section 362 of the Bankruptcy Code and any other applicable law, if any of the Debtors have

deposited amounts with any of the counterparties to the Rejected Leases as a security deposit or

pursuant to another similar arrangement, or if any of the counterparties owe any of the Debtors

any amount pursuant to the Rejected Leases or other agreements between the same parties, the

counterparties shall not be permitted to set-off or otherwise use the amounts from such deposit or

other similar arrangement, or other amount owed to the Debtors, without the prior order of the

Court. See In re Sweet N Sour 7th Ave. Corp., 431 B.R. 63, 70-72 (Bankr. S.D.N.Y. 2010)

(automatic stay prohibits landlord from exercising right to set off on debtor’s security deposit);

In re Communicall Cent., Inc., 106 B.R. 540, 545 (Bankr. N.D. Ill. 1989) (landlords are required

to move for relief from the automatic stay to exercise right of set off); In re Inslaw, Inc., 81 B.R.

169, 169-70 (Bankr. D.D.C. 1987) (landlord’s right to set off may be utilized only after relief from

stay is granted).

B. Nunc Pro Tunc Relief is Appropriate Under the Circumstances

14. To avoid paying any unnecessary administrative expenses related to the

Rejected Leases, the Debtors seek to reject the Rejected Leases effective nunc pro tunc to the

Petition Date. A court may permit such retroactive rejection to avoid unduly exposing a debtor’s

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estate to unwarranted postpetition administrative or other expenses. See Thinking Machs. v. Mellon

Fin. Servs. Corp. (In re Thinking Machs. Corp.), 67 F.3d 1021, 1028 (1st Cir. 1995) (“In the section

365 context . . . bankruptcy courts may enter retroactive orders of approval, and should do so when

the balance of equities preponderates in favor of such remediation.”); In re DBSI, Inc., 409 B.R.

720, 734 n.4 (Bankr. D. Del. 2009) (“Under appropriate circumstances, [a] Court may enter a lease

rejection order with an effective date earlier than the date the order is entered.”); In re Chi-Chi’s,

Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (finding that “the court’s power to grant retroactive

relief is derived from the bankruptcy court’s equitable powers so long as it promotes the purposes

of §365(a)” and granting retroactive relief to the date on which the debtors surrendered the

premises to their landlords); In re Fleming Cos., Inc., 304 B.R. 85, 96 (Bankr. D. Del. 2003)

(noting retroactive rejection was permitted to the date of the motion or the date the premises was

surrendered).

15. When principles of equity so dictate, courts may permit retroactive rejection

to the date on which the counterparty to the lease was given definitive notice of the debtor’s intent

to reject. See In re KDA Grp., Inc., 574 B.R. 556, 560-61(Bankr. W.D. Pa. Sept. 20, 2017)

(“[M]any courts within the Third Circuit have adopted the notion that a lease may be retroactively rejected when principles of equity so dictate.”); In re Fleming Cos. Inc., 304 B.R. at 96 (“[T]o

grant nunc pro tunc rejection, the Debtors must have stated an unequivocal intent to reject the leases.”). Courts in this jurisdiction have previously considered the question of retroactive rejection of unexpired leases. See In re Namco Cybertainment, Inc., No. 98-00173 (PJW) (Bankr.

D. Del. Feb. 6, 1998). In Namco, the court permitted retroactive rejection on the conditions that

(a) the property (and the keys thereto) subject to a lease were surrendered with an unequivocal statement of abandonment to the landlord or lessor, (b) the motion was filed and served on the

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landlord or lessor, (c) the official committee consented to the relief requested in the motion, and

(d) the debtor acknowledged that it would not have the right to withdraw the motion prior to the hearing.

16. Here, the balance of equities favors rejection of the Rejected Leases nunc

pro tunc to the Petition Date. Without such relief, the Debtors will potentially incur unnecessary

administrative expenses related to the Rejected Leases—agreements that provide no benefit to the

Debtors’ estates. The Debtors vacated and surrendered control of the Rejected Locations to the

applicable lease counterparties prior to the Petition Date. Further, the counterparties to the Rejected

Leases will not be unduly prejudiced if the rejection is deemed effective as of the Petition Date.

Contemporaneously with the filing of this motion, the Debtors will cause notice of this motion to

be served on the lease counterparties, thereby allowing each party sufficient opportunity to respond

accordingly. The Debtors have sought the relief requested at the earliest possible moment in these

chapter 11 cases and do not seek to reject the Rejected Leases effective nunc pro tunc to the

Petition Date due to any undue delay on their own part.

17. Courts in this District have approved relief similar to that requested herein.4

In light of the foregoing facts and circumstances, the Debtors respectfully submit that nunc pro tunc rejection of the Rejected Leases is supported by the equities of these chapter 11 cases, that rejection of the Rejected Leases is supported by their sound business judgment and that rejection is necessary, prudent, and in the best interests of the Debtors’ estates, creditors, and stakeholders.

4 See, e.g., BL Restrs. Holding, LLC, No. 20-10156 (MFW) (Bankr. D. Del. Feb. 28, 2020) (authorizing rejection of unexpired leases effective nunc pro tunc to the petition date); In re Quicksilver Res. Inc., No. 15-10585 (LSS) (Bankr. D. Del. Apr. 15, 2015) (authorizing rejection of executory contracts effective as of specified dates); In re QCE Fin. LLC, No. 14-10543 (PJW) (Bankr. D. Del. Apr. 9, 2014) (authorizing rejection of unexpired leases effective nunc pro tunc to the petition date); In re Longview Power, LLC, No. 13-12211 (BLS) (Bankr. D. Del. Feb. 26, 2014) (authorizing rejection of unexpired leases effective nunc pro tunc to prior notice date); In re Prommis Holdings, LLC, No. 13-10551 (BLS) (Bankr. D. Del. June 14, 2013) (same).

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C. Abandonment of Personal Property Should be Approved

18. Section 554(a) of the Bankruptcy Code provides that “[a]fter notice and a

hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that

is of inconsequential value and benefit to the estate.” 11 U.S.C. § 554(a); see also Hanover Ins.

Co. v. Tyco Indus., Inc., 500 F.2d 654, 657 (3d Cir. 1974) (“[A trustee] may abandon his claim to

any asset, including a cause of action, he deems less than valuable than the cost of asserting that

claim.”); In re Contract Research Solutions, Inc., No. 12-11004 (KJC), 2013 WL 1910286, at *4

(Bankr. D. Del. May 1, 2013) (“[A debtor] need only demonstrate that [it] has exercised sound

business judgment in making the determination to abandon.”) (citations omitted). The right to

abandon property is virtually unfettered, unless (a) abandonment of the property will contravene laws designed to protect public health and safety or (b) abandonment of the property poses an imminent threat to the public’s welfare. See In re Midlantic Nat’l Bank, 474 U.S. 494, 501 (1986).

Neither of these limitations is relevant under the facts and circumstances presented here.

19. Although the Debtors vacated the Rejected Locations before the Petition

Date and believe that they have removed all of their significant owned personal property assets

located at the Rejected Locations, a minimal amount of the Debtors’ personal property may

remain. To the extent that any Abandoned Property remains at the Rejected Locations, the Debtors submit that such property is inconsequential to their estates and/or removal or storage of such property exceeds its value and is burdensome to their estates. As a result, the Debtors have determined in their business judgment that abandonment of the Abandoned Property is necessary and in the best interests of the Debtors’ estates, creditors, and stakeholders. Therefore, to the extent that any Abandoned Property remains at the Rejected Locations, the Debtors seek authority to immediately abandon such assets.

20. Courts in this District and elsewhere have previously approved similar relief

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in other chapter 11 cases involving retail debtors.5

D. Waiver of Bankruptcy Rule 6006(f)

21. Bankruptcy Rule 6006(f) establishes requirements for a motion to reject

multiple executory contracts or unexpired leases that are not between the same parties. Bankruptcy

Rule 6006(f) states, in part, that such a motion shall:

1) state in a conspicuous place that parties receiving the omnibus motion should locate their names and their contracts or leases listed in the motion;

2) list parties alphabetically and identify the corresponding contract or lease;

3) specify the terms, including the curing of defaults, for each requested assumption or assignment;

4) specify the terms, including the identity of each assignee and the adequate assurance of future performance by each assignee, for each requested assignment;

5) be numbered consecutively with other omnibus motions to assume, assign, or reject executory contracts or unexpired leases; and

6) be limited to no more than 100 executory contracts or unexpired leases.

22. By the motion, the Debtors have satisfied the applicable requirements of

Bankruptcy Rule 6006(f)(1)-(5), but exceed the numerosity requirement of Bankruptcy Rule

6006(f)(6). The motion seeks to reject approximately 137 Rejected Leases. The Debtors submit

that a waiver of the numerosity requirement of Bankruptcy Rule 6006(f)(6) is appropriate and

5 See, e.g., In re Sports Auth. Holdings, Inc., No. 16-10527 (MFW) (Bankr. D. Del. May 3, 2016) (authorizing the debtors to abandon any unremoved or unsold furniture, fixtures, and equipment at a closing store); In re Am. Apparel, Inc., No 15-12055 (BLS) (Bankr. D. Del. Nov. 20, 2015) (authorizing the debtors to dispose of or abandon property of their estates left in stores after the completion of store closing sales); In re RadioShack Corp., No. 15-10197 (KJC) (Bankr. D. Del. Feb. 20, 2015) (authorizing the debtors to abandon all unsold assets located at any of the closing stores); In re Great Atl. & Pac. Tea Co., Inc., No. 15-23007 (RDD) (Bankr. S.D.N.Y. Jan. 22, 2016) (authorizing the debtors to abandon furniture, fixtures, and equipment as of a retroactive rejection date); In re Metropark USA, Inc., No. 11-22866 (RDD) (Bankr. S.D.N.Y. May 5, 2011) (authorizing the debtor to reject a lease and abandon certain furniture, fixtures, and equipment on the leased premises).

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justified in this case. First, because the Debtors have already ceased operations at the Rejected

Locations, the Debtors have no use of any of the Rejected Leases, and must immediately reject the

Rejected Leases effective as of the Petition Date to prevent any accrual of administrative claims.

To the extent a waiver of Bankruptcy Rule 6006(f)(6) is not provided, the Debtors would

needlessly expend further resources simply to prepare and file additional omnibus rejection

motions. Second, the Debtors have already vacated each of the Rejected Locations in advance of

filing this motion. Finally, contemporaneously with the filing of this motion, the Debtors will cause notice of this motion to be served on the counterparties to the Rejected Leases, thereby allowing each party sufficient opportunity to respond accordingly. Accordingly, the Debtors do not anticipate any prejudice to counterparties to the Rejected Leases merely because the number of

Rejected Leases exceeds 100.

E. Interim Relief Is Necessary to Avoid Immediate and Irreparable Harm

23. Under Bankruptcy Rule 6003, the Court may grant a motion to “use . . . property of the estate, including a motion to pay all or part of a claim that arose before the filing of the petition” within 21 days after the chapter 11 case’s commencement to the extent “relief is necessary to avoid immediate and irreparable harm.” Fed. R. Bankr. P. 6003. Here, the relief requested is necessary to avoid immediate and irreparable harm to the Debtors and their estates, as

set forth in the Clarke Declaration, and relief on an interim basis is therefore appropriate under

Bankruptcy Rule 6003, if applicable.

24. The urgency of the relief requested justifies immediate relief.6 To ensure

the relief requested is implemented immediately, the Debtors request that the Court waive the

6 In addition, the Debtors have filed this motion seeking entry of the Interim Order in light of the recent decision by the Supreme Court of the United States regarding courts’ authority to fashion nunc pro tunc relief. Roman Catholic Archdiocese of San Juan, Puerto Rico v. Acevedo Feliciano, 140 S.Ct. 696, 700-01 (2020) (citations omitted).

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notice requirements under Bankruptcy Rule 6004(a), if applicable, and the 14-day stay of an order

authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h).

RESERVATION OF RIGHTS

25. Nothing contained in this motion is an admission of the validity of any claim

against the Debtors, a waiver of the Debtors’ or any other party’s rights to dispute any claim, or

an approval or assumption of any agreement, contract, or lease under section 365 of the

Bankruptcy Code. The Debtors expressly reserve their rights to contest any claims related to the

Rejected Leases.

NOTICE

26. The Debtors will provide notice of this motion by facsimile, e-mail,

overnight delivery, or hand delivery to: (i) the Office of the United States Trustee for the District

of Delaware; (ii) the holders of the 30 largest unsecured claims against the Debtors on a

consolidated basis; (iii) all agents under the Debtors’ prepetition debt instruments; (iv) counsel to the agents under the Debtors’ prepetition debt instruments; (v) the Internal Revenue Service;

(vi) the Securities and Exchange Commission; (vii) the counterparties to the Rejected Leases listed in Exhibit 1 of the Interim Order; and (viii) any other party entitled to receive notice pursuant to

Local Rule 9013-1(m). Following the hearing, a copy of this motion and any order entered with

respect to it will be served on the foregoing parties and all parties having filed requests for notice

in these chapter 11 cases. A copy of this motion is also available on the Debtors’ case website at

https://cases.stretto.com/francescas.

27. As this motion is seeking “first day” relief, notice of this motion and any

order entered hereon will be served on all parties required by Local Rule 9013-1(m). Due to the

urgency of the relief requested, the Debtors submit that no other or further notice is necessary.

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NO PRIOR MOTION

28. The Debtors have not made any prior motion for the relief sought in this motion to this Court or any other.

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WHEREFORE, the Debtors respectfully request entry of an interim and a final order

granting the relief requested in its entirety and any other relief as is just and proper.

Dated: December 4, 2020 Wilmington, Delaware /s/ Jason M. Madron RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Jason M. Madron (No. 4431) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701

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O’MELVENY & MYERS LLP Maria DiConza (pro hac vice admission pending) Joseph Zujkowski (pro hac vice admission pending) Diana M. Perez (pro hac vice admission pending) Times Square Tower Seven Times Square New York, New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061

Proposed Attorneys for the Debtors and Debtors in Possession

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Exhibit A

Proposed Interim Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : Chapter 11 In re: :

: Case No. 20-13076 (___) FRANCESCA’S HOLDINGS CORPORATION, : et al.,1 : Joint Administration Requested : Debtors. :

------x

FIRST OMNIBUS INTERIM ORDER (I) AUTHORIZING (A) REJECTION OF CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY NUNC PRO TUNC TO THE PETITION DATE AND (B) ABANDONMENT OF DE MINIMIS PROPERTY IN CONNECTION THEREWITH, (II) GRANTING A LIMITED WAIVER OF BANKRUPTCY RULE 6006(f)(6), AND (III) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of Francesca’s Holdings Corporation (“FHC”)

and its affiliated debtors and debtors in possession (collectively, the “Debtors”) for entry of an

order (this “Interim Order”) (i) authorizing the Debtors to (a) reject certain unexpired leases of

nonresidential real property nunc pro tunc to the Petition Date and (b) abandon de minimis property

in connection therewith, (ii) granting a limited waiver of the numerosity requirement of

Bankruptcy Rule 6006(f)(6), and (iii) granting certain related relief, all as more fully set forth in

the Motion; and due and sufficient notice of the Motion having been provided under the particular

circumstances, and it appearing that no other or further notice need be provided; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28

U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States

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District Court for the District of Delaware dated as of February 29, 2012; and consideration of the

Motion and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b)(2); and venue being proper before this Court under 28 U.S.C. §§ 1408 and 1409; and a hearing having been held to consider the relief requested in the Motion on an interim basis (the “Hearing”); and upon the Clarke Declaration and the record of the Hearing; and the Court having found and determined the relief requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors and their estates, as contemplated by Bankruptcy Rule 6003, and such relief is in the best interests of the Debtors, their estates and creditors, and any parties in interest; and the legal and factual bases set forth in the Motion and at the Hearing having established just cause for the relief granted herein; and after due deliberation thereon and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is GRANTED on an interim basis as set forth herein. For the avoidance of doubt, the entry of this Interim Order shall be without prejudice to the rights of any landlord or other counterparty to the Rejected Leases to raise at the Final Hearing (as defined below) any objection that it may have with respect to the relief requested in the Motion; provided that the rights of the Debtors are likewise reserved with regards to any such objection.

2. The final hearing (the “Final Hearing”) on the Motion will be held on

, 2020, at___:___ [a/p].m. (Eastern Standard Time). Any objections or responses to entry

of a final order on the Motion must be filed on or before 4:00 p.m. (Eastern Standard Time) on

, 2020, and served on the following parties: (i) the Office of the United States Trustee for

the District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207,

Wilmington, Delaware 19801 (Attn: Linda Casey, Esq. ([email protected]));

(ii) O’Melveny & Myers LLP, Times Square Tower, Seven Times Square, New York, New York

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10036 (Attn: Maria DiConza, Esq. ([email protected]) and Diana Perez, Esq.

([email protected])), proposed co-counsel for the Debtors; (iii) Richards, Layton & Finger, P.A.,

One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins,

Esq. ([email protected]), Michael J. Merchant, Esq. ([email protected]), and Jason M. Madron,

Esq. ([email protected])), proposed co-counsel for the Debtors; and (iv) counsel for the DIP Agent,

Greenberg Traurig LLP, (A) 1007 North Orange Street, Suite 1200, Wilmington, DE 19801 (Attn:

Dennis A. Meloro, Esq. ([email protected])), and (B) MetLife Building, 200 Park Avenue,

New York, NY 10166 (Attn: Leo Muchnik, Esq. ([email protected])). In the event no

objections to entry of a final order on the Motion are timely received, this Court may enter such

final order without need for the Final Hearing.

3. Pursuant to section 365 of the Bankruptcy Code, the Rejected Leases

identified on Exhibit 1 attached hereto, including, to the extent applicable, any subleases and

amendments related thereto, are hereby rejected effective nunc pro tunc to the Petition Date. The counterparties to the Rejected Leases are permitted to take whatever steps they deem appropriate to market and re-let the Rejected Locations upon the entry of this Interim Order.

4. Consistent with the limitations of section 362 of the Bankruptcy Code, and any other applicable law, counterparties to the Rejected Leases are prohibited from setting off or otherwise utilizing any amounts deposited by the Debtors with any of the counterparties to the

Rejected Leases as a security deposit or pursuant to another similar arrangement, or owed to the

Debtors by any of the counterparties under the Rejected Leases or other agreements between the same parties, without further order of this Court.

5. The Debtors are authorized to abandon the Abandoned Property, if any, that may be located on the Rejected Locations effective nunc pro tunc to the Petition Date, and the

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counterparties to the Rejected Leases may dispose of the Abandoned Property on and after the

Petition Date in their sole and absolute discretion without liability to the Debtors or any third party.

6. Nothing in the Motion or this Interim Order or the relief granted herein

(including any actions taken or payments made by the Debtors) is to be construed as (i) an admission of the validity of any claim against the Debtors; (ii) an admission with respect to the validity, extent, or perfection of any lien; (iii) a waiver of the Debtors’ rights or those of any party in interest to dispute, contest, setoff, or recoup any claim, or assert any related rights, claims, or defenses; (iv) a waiver of the Debtors’ rights or those of any party in interest over the validity, extent, perfection, or possible avoidance of any lien; or (v) an approval or assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy Code.

7. Notwithstanding anything to the contrary in this Interim Order, any payment made or authorization hereunder shall be subject to the applicable budget and cash collateral authorization requirements imposed on the Debtors under the terms of any order of this

Court approving the debtor-in-possession financing facility and use of cash collateral.

8. Nothing herein shall prejudice the rights of the Debtors to argue that any of the Rejected Leases terminated prior to the Petition Date; that any claim for damages arising from the prospective rejection of the Rejected Leases is limited to the remedies available under any applicable termination provision of such lease; or that any such claim is an obligation of a third party and not that of the Debtors or their estates.

9. The numerosity requirements of Bankruptcy Rule 6006(f)(6) are waived for the Motion, and the rejection of the Rejected Leases authorized by this Interim Order complies with the requirements of Bankruptcy Rule 6006(f).

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10. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied because

the relief set forth in this Interim Order is necessary to avoid immediate and irreparable harm.

11. The requirements set forth in Bankruptcy Rule 6004(a) are hereby waived.

12. Notwithstanding the applicability of Bankruptcy Rule 6004(h), the terms and conditions of this Interim Order are immediately effective and enforceable upon its entry.

13. The Debtors are authorized and empowered to take all actions necessary or

appropriate to implement the relief granted in this Interim Order.

14. Any proofs of claim for damages in connection with the rejection of the

Rejected Leases, if any, shall be filed on or before the later of (a) the claims bar date to be

established by the Court in these chapter 11 cases, if any, and (b) 30 days after entry of a final

order.

15. This Court retains jurisdiction over all matters arising from or related to the

implementation or interpretation of this Interim Order.

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Exhibit 1

Rejected Leases

COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 1. Regency Centers, L.P. FCI Woodway Village Nunc pro tunc to 3700 Buffalo Speedway Suite 560 1391 South Voss Road the Petition Date Attention to: Property Management Houston, TX 77057 Houston, TX 77098 2. CPUS Mockingbird, LP FCI Mockingbird Station Nunc pro tunc to 200 Park Avenue Suite 2001 5307 E Mockingbird Ln the Petition Date c/o CBRE Global Investors, LLC 105 New York, NY 10166 Dallas, TX 75206 3. BRE Throne Preston Park LLC FCI Preston Park Nunc pro tunc to 450 Lexington Avenue 13th Floor 1900 Preston Rd. 203 the Petition Date Attention to: General Counsel Plano, TX 75093 Care of: Brixmor Property Group New York, NY 10170 4. Wilson Canal Place II, LLC FCI Canal Place Nunc pro tunc to 535 Madison Avenue 6th Floor 333 Canal St the Petition Date Attn: Mark Tutun New Orleans, LA 70130 c/o O'Connor Property Management LLC New York, NY 10022 5. Andre and Elke Parra FCI 2012 N Halsted Ave Nunc pro tunc to 2145 N. Bissell 2012 N Halsted Ave the Petition Date Attention to: Charles D. Mangum Chicago, IL 60614 Chicago, IL 66014 6. Khedr Belmont Shores LLC FCI East 2nd Street Nunc pro tunc to 1242 Third Street Promenade 5257 E 2nd St the Petition Date Suite 206 Long Beach, CA 90803 Santa Monica, CA 90401 7. Prisa Arbor Lakes LLC FCI The Shoppes at Arbor Nunc pro tunc to 180 North Stetson Ave. Suite 3275 Lakes the Petition Date Attention to: Legal Department 12121 Elm Creek Blvd N Care of: Prudential Real Estate Investors Maple Grove, MN 55369 Chicago, IL 60601 8. G&I VII Retail Carriage LLC FCI The Avenue @ Carriage Nunc pro tunc to 220 East 42nd Street 27th Floor Crossing the Petition Date Attention to: John Kopans 4610 Merchant's Park Cir New York, NY 10017 557 Collierville, TN 38017 9. Hart TC I-III, LLC FCI The Pinnacle at Turkey Nunc pro tunc to 2200 Magnolia Street South Suite 101 Creek the Petition Date Attention to: General Counsel 11347 Parkside Ave Care of: Bayer Properties, L.L.C. Knoxville, TN 37934 Birmingham, AL 35205

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 10. Allied Development of Alabama FCI Eastern Shore Centre Nunc pro tunc to 84 Modular Ave 30500 State Hwy 181 313 the Petition Date Commack, NY 11725 Spanish Fort, AL 36527 11. Southlands TC LLC FCI Southlands SC Nunc pro tunc to 20 South Clark Street Suite 3000 6235 S Main St 108 the Petition Date Attn: Mr. Marc R. Wilkow, President Aurora, CO 80016 Care Of: M & J Wilkow Properties, LLC Chicago, IL 60603 12. Inland National Real Estate Services, FCI Midtowne Nunc pro tunc to LLC 207 N University Ave 180 the Petition Date 2901 Butterfield Road Bldg. 75018 Little Rock, AR 72205 Attention to: Director of Property Management Oak Brook, IL 60523 13. L&B DEPP Inwood Village, L.P. FCI Inwood Village Nunc pro tunc to 5730 W. Lovers Lane Suite 326 5330 West Lover's Lane the Petition Date Attention to: Property Manager 112 Care of: Institutional Property Dallas, TX 75209 Managers, Inc. Dallas, TX 75209 14. Madison Marquette BELL TOWER FCI The Bell Tower SC Nunc pro tunc to SHOPS, LLC 13499 US 41 SE the Petition Date 670 Water Street, SW Fort Myers, FL 33907 Attention to: Chief Financial Officer Washington, DC 20024 15. 3333, L.L.C. FCI 3333 Magazine Street Nunc pro tunc to 1219 Antonine Street 3333 Magazine Street the Petition Date Care of: Keith Adler New Orleans, LA 70115 New Orleans, LA 70115 16. Renaissance at Colony Park, LLC FCI Renaissance at Colony Nunc pro tunc to 125 S. Congress Street Suite 1800 Park the Petition Date Attention to: Andrew Mattiace 1000 Highland Colony Jackson, MS 39201 Pkwy 1012 Ridgeland, MS 39157 17. Mizner Park LLC FCI Mizner Park SC Nunc pro tunc to 350 N. Orleans St. Suite 300 322 Plaza Real the Petition Date Attention to: Law/Lease Administration Boca Raton, FL 33432 Department Chicago, IL 60654 18. Sy Casa Paloma LLC FCI Casa Paloma Nunc pro tunc to 150 Pelican Way Suite 300 7131 West Ray Road 26 the Petition Date Attention to: Linda Lucas Chandler, AZ 85226 Care of: SyWest Development LLC San Rafael, CA 94901

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 19. CITYPLACE RETAIL, L.L.C. FCI Rosemary Square Nunc pro tunc to 60 Columbus Circle 19th Floor 701 S Rosemary Ave 157 the Petition Date Care of: Related Urban Management West Palm Beach, FL Company 33401 New York, NY 10023 20. SAINT LOUIS GALLERIA FCI Saint Louis Galleria Nunc pro tunc to 350 N. Orleans St. Suite 300 1155 St. Louis Galleria the Petition Date Attention to: Law/Lease Administration 1162 Department Saint Louis, MO 63117 Care of: SAINT LOUIS GALLERIA L.L.C. Chicago, IL 60654 21. CPT Peachtree Forum I, LLC FCI The Forum on Peachtree Nunc pro tunc to 2200 Magnolia Ave. South Suite 101 Parkway the Petition Date Attention to: General Counsel 5165 Peachtree Pkwy 235 Care of: Bayer Properties, L.L.C. Norcross, GA 30092 Birmingham, AL 35205 22. ABQ Uptown, LLC FCI ABQ Uptown Nunc pro tunc to 225 W. Washington St. 2261 Q Street the Petition Date Care of: M.S. Management Associates Albuquerque, NM 87110 Inc. Indianapolis, IN 46204 23. Bayshore Shopping Center Property FCI Bayshore Town Center Nunc pro tunc to Owner LLC 5709 N Centerpark Way the Petition Date 8144 Walnut Hill Lane Suite 1200 Glendale, WI 53217 Care of: Cypress Equities Managed Services, L.P. Dallas, TX 75231 24. Avenues Mall, LLC FCI The Avenues Nunc pro tunc to 225 West Washington Street 10300 Southside Blvd. the Petition Date Care of: M.S. Management Associates, 1490B Inc. Jacksonville, FL 32256 Indianapolis, IN 46204 25. KEYSTONE PROPERTY HOLDING FCI Galleria at Fort Nunc pro tunc to CORP. Lauderdale the Petition Date 535 Madison Ave 6th Floor 2414 E. Sunrise Blvd. c/o O'Connor Partners Fort Lauderdale, FL New York, NY 10022 33304 26. SRMF Town Square Owner LLC FCI Town Square Las Vegas Nunc pro tunc to 1 East Wacker Drive Suite 3110 6593 Las Vegas Blvd the Petition Date Attention to: George Manojlovic South 167 Care of: Fairbourne Properties. LLC Las Vegas, NV 89119 Chicago, IL 60601

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 27. Westcoast Estates FCI Northbrook Court Nunc pro tunc to 350 N. Orleans St. Suite 300 2171 Northbrook Court the Petition Date Attention to: Law/Lease Administration Northbrook, IL 60062 Department Care of: Northbrook Court Chicago, IL 60654 28. FEDERAL REALTY INVESTMENT FCI Barracks Road Shopping Nunc pro tunc to TRUST Center the Petition Date 909 Rose Avenue Suite 200 1127A Emmet St. Attention to: Legal Department Charlottesville, VA 22903 North Bethesda, MD 20852 29. Stonestown Shopping Center, L.P. FCI Stonestown Galleria Nunc pro tunc to 350 N. Orleans St. Suite 300 3251 20th Avenue the Petition Date Attention to: Attn: Law/Lease San Francisco, CA 94132 Administration Department Care of: Stonestown Galleria Chicago, IL 60654 30. JORDAN CREEK TOWN CENTER, FCI Jordan Creek Town Nunc pro tunc to LLC Center the Petition Date 350 N. Orleans St. Suite 300 101 Jordan Creek Pkwy Attention to: Law/Lease Administration 11172 Department West Des Moines, IA Care of: Jordan Creek Town Center 50266 Chicago, IL 60654 31. WATER TOWER LLC FCI Water Tower Place Nunc pro tunc to 350 N. Orleans St. Suite 300 835 N Michigan Avenue the Petition Date Attention to: Law/Lease Administration Chicago, IL 60611 Department Care of: WATER TOWER PLACE Chicago, IL 60654 32. WEST TOWN MALL, LLC FCI West Town Mall Nunc pro tunc to 225 West Washington Street 7600 Kingston Pike 1544 the Petition Date Care of: M.S. Management Associates A INC. Knoxville, TN 37932 Indianapolis, IN 46204 33. WEA Southcenter LLC FCI Southcenter Nunc pro tunc to 2049 Century Park East 41st Floor 611 Southcenter Mall the Petition Date Attention to: Legal Department Seattle, WA 98188 Los Angeles, CA 90067 34. MALL AT MIAMI FCI Miami International Mall Nunc pro tunc to INTERNATIONAL, LLC 1455 Northwest 107th the Petition Date 225 West Washington Street Avenue 144 Care of: M.S. Management Associates Doral, FL 33172 Inc. Indianapolis, IN 46204

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 35. CIRCLE CENTRE MALL LLC FCI Circle Centre Mall Nunc pro tunc to 225 West Washington Street 49 West Maryland Street the Petition Date Care of: M.S. Management Associates E-16 Inc. Indianapolis, IN 46204 Indianapolis, IN 46204 36. Baltimore Center Associates Limited FCI The Gallery at Nunc pro tunc to Partnership Harborplace the Petition Date 350 N. Orleans St. Suite 300 200 East Pratt Street Attention to: Law/Lease Administration Baltimore, MD 21202 Department Care of: The Gallery at Harborplace Chicago, IL 60654 37. RB-3 ASSOCIATES FCI The Orchard Nunc pro tunc to 7978 Cooper Creek Blvd. Suite 100 4005 North Buffalo Road the Petition Date University Park, FL 34201 Orchard Park, NY 14127 38. GGP Staten Island Mall, LLC FCI Staten Island Mall Nunc pro tunc to 350 N. Orleans St. Suite 300 2655 Richmond Avenue the Petition Date Attention to: Law/Lease Administration Staten Island, NY 10314 Department Care of: Staten Island Mall - Phase II Chicago, IL 60654 39. CORAL-CS/LTD. ASSOCIATES FCI Coral Square Nunc pro tunc to 225 West Washington Street 9469 W. Atlantic Blvd. the Petition Date Care of: M.S. Management Associates 9097 A Inc. Coral Springs, FL 33071 Indianapolis, IN 46204 40. MALL AT SOLOMON POND, LLC FCI Solomon Pond Mall Nunc pro tunc to 225 West Washington Street 601 Donald J Lynch the Petition Date Care of: M.S. Management Associates Boulevard N247 Inc. Marlborough, MA 1752 Indianapolis, IN 46204 41. FLORIDA MALL ASSOCIATES, FCI Florida Mall Nunc pro tunc to LTD. 8001 S. Orange Blossom the Petition Date 225 West Washington Street Trail 356 Care of: M.S. Management Associates Orlando, FL 32809 Inc. Indianapolis, IN 46204 42. Blackhawk CenterCal, LLC FCI Blackhawk Plaza Nunc pro tunc to c/o Ramanujan Group, LLC 3400 Blackhawk Plaza Cir the Petition Date 520 Newport Center Drive Suite 480 Danville, CA 94506 Newport Beach, CA 92660 43. RIVERSIDE SQUARE LIMITED FCI The Shops at Riverside Nunc pro tunc to PARTNERSHIP One Riverside Square 240 the Petition Date 225 West Washington Street Hackensack, NJ 7601 Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 44. St. Claim Square SPE, LLC FCI St. Clair Square Nunc pro tunc to c/o CBL & Associates Management, 151 St. Clair Square the Petition Date Inc. Fairview Heights, IL CBL Center, Ste 500 62208 2030 Hamilton Place Blvd Chattanooga, TN 37421-6000 45. Mainplace Shoppingtown, LLC FCI Westfield Mainplace Nunc pro tunc to 2800 N. Main Street Suite 775 2800 N. Main Street 348 the Petition Date Santa Ana, CA 92705 Santa Ana, CA 92705 46. CBL/Monroeville, L.P. FCI Monroeville Mall Nunc pro tunc to 2030 Hamilton Place Blvd. CBL Center 225 A Monroeville Mall the Petition Date - Suite 500 Monroeville, PA 15146 Chattanooga, TN 37421 47. BRIARWOOD LLC FCI Briarwood Nunc pro tunc to 225 West Washington Street 264 Briarwood Circle G- the Petition Date Care of: M.S. Management Associates 106 Inc. Ann Arbor, MI 48108 Indianapolis, IN 46204 48. SOUTHDALE LIMITED FCI Southdale Center Nunc pro tunc to PARTNERSHIP 10 Southdale Center 1750 the Petition Date 225 West Washington Street Edina, MN 55435 Care of: M.S. Management Associates Inc. Indianapolis, IN 46204 49. CBL & Associates Management, Inc. FCI South County Mall Nunc pro tunc to CBL Center, Ste 500 18 South County the Petition Date 2030 Hamilton Place Blvd Centerway Chattanooga, TN 37421-6000 Saint Louis, MO 63129 50. MacArthur Shopping Center LLC FCI MacArthur Center Nunc pro tunc to 200 East Long Lake Road P.O. Box 200 300 Monticello Avenue the Petition Date Bloomfield Hills, MI 48303 285 Norfolk, VA 23510 51. Eklecco Newco LLC FCI Palisades Center Nunc pro tunc to c/o Pyramid Management Group, LLC 2671 Palisades Center the Petition Date The Clinton Exchange 4 Clinton Square Drive Attention to: General Counsel West Nyack, NY 10994 Syracuse, NY 13202 52. S.F. Centre Limited Partnership FCI San Francisco Centre Nunc pro tunc to 11601 Wilshire Blvd. 11th Floor 865 Market Street 212 the Petition Date Los Angeles, CA 90025 San Francisco, CA 94103 53. TUTTLE CROSSING ASSOCIATES II FCI Tuttle Crossing Nunc pro tunc to LLC 5043 Tuttle Crossing the Petition Date 225 West Washington Street Boulevard 163 Care of: M.S. Management Associates Dublin, OH 43016 Inc. Indianapolis, IN 46204

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 54. Hawthorn, L.P. FCI Hawthorne Nunc pro tunc to 8750 N. Central Expressway Suite 1740 122 Hawthorn Center 405 the Petition Date Attn to: Chief Operating Officer Vernon Hills, IL 60061 c/o Centennial Real Estate Dallas, TX 75231 55. Augusta Mall, LLC FCI Augusta Mall Nunc pro tunc to 350 N. Orleans St. Suite 300 3450 Wrightsboro Road the Petition Date Attention to: Law/Lease Administration Augusta, GA 30909 Department Care of: Augusta Mall Chicago, IL 60654 56. US Bank FCI Charleston Town Center Nunc pro tunc to 3000 Charleston Town Center 3000 Charleston Town the Petition Date Attention to: Frank Salucci, Senior Real Center 1019 Estate Manager Charleston, WV 25389 Care of: CBRE, Inc. Charleston, WV 25389 57. Simon Property Group, L.P. FCI College Mall Nunc pro tunc to 225 West Washington Street 2894 East 3rd Street the Petition Date Care of: M.S. Management Associates Bloomington, IN 47401 Inc. Indianapolis, IN 46204 58. Mayflower Emerald Square, LLC FCI Emerald Square Nunc pro tunc to 225 West Washington Street 999 South Washington the Petition Date Care of: M.S. Management Associates Street Inc. North Attleboro, MA Indianapolis, IN 46204 2760 59. Lincoln Plaza Center, L.P. FCI Oxford Valley Mall Nunc pro tunc to 225 West Washington Street 2300 East Lincoln the Petition Date Care of: Kravco Simon Company Highway Indianapolis, IN 46204 Langhorne, PA 19047 60. PR EXTON SQUARE PROPERTY, FCI Exton Square Mall Nunc pro tunc to L.P. 260 Exton Square the Petition Date One Commerce Square 2005 Market Parkway Street, Suite 1000 Exton, PA 19341 Attention: General Counsel c/o PREIT Services, LLC Philadelphia, PA 19103 61. Kamil Property Management, LLC FCI 631 King Street Nunc pro tunc to 216 N. Lee St. 631 King Street the Petition Date Alexandria, VA 22314 Alexandria, VA 22314 62. Midland Park Mall, L.P. FCI Midland Park Mall Nunc pro tunc to 225 West Washington Street 4511 North Midkiff Road the Petition Date Care of: M.S. Management Associates Midland, TX 79705 Inc. Indianapolis, IN 46204

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 63. Livingston Mall Venture FCI Livingston Mall Nunc pro tunc to 225 West Washington Street 112 Eisenhower Parkway the Petition Date Care of: M.S. Management Associates 1015 B Inc. Livingston, NJ 7039 Indianapolis, IN 46204 64. MALL AT GREAT LAKES, LLC FCI Great Lakes Mall Nunc pro tunc to 180 East Broad Street Attention to: 7850 Mentor Avenue the Petition Date General Counsel Mentor, OH 44060 Care of: WP Glimcher Columbus, OH 43215 65. The Shops at Northcreek, LLC FCI E. 2nd Street Nunc pro tunc to 200 Fillmore St. Suite 400 2800 E. 2nd Ave 106 the Petition Date Denver, CO 80206 Denver, CO 80206 66. Peoria New Mall, LLC FCI Shoppes at Grand Prairie Nunc pro tunc to 5201 W War Memorial Dr 5201 W. War Memorial the Petition Date Peoria, IL 61615 Drive Peoria, IL 61615 67. SRP Property Management, LLC FCI Franklin Park Nunc pro tunc to 11601 Wilshire Blvd. 11th Floor 5001 Monroe Street the Petition Date Los Angeles, CA 90025 Toledo, OH 43623 68. Macerich Fresno Limited Partnership FCI Fresno Fashion Fair Nunc pro tunc to 401 Wilshire Boulevard, Suite 700 P.O. 685 e. Shaw Avenue the Petition Date Box 2172 Fresno, CA 93710 Attn to: Legal Department Santa Monica, CA 90407 69. Elwood 522 Hartz, LLC FCI 522 Hartz Avenue Nunc pro tunc to 500 La Gonda Way Suite 295 522 Hartz Ave A the Petition Date Attention to: Bradley N. Blake Danville, CA 94526 Danville, CA 94526 70. MS Management Associates Inc. FCI Northshore Mall Nunc pro tunc to 225 West Washington Street 210 Andover St the Petition Date Care of: Mall at Northshore, LLC Peabody, MA 1960 Indianapolis, IN 46204 71. CEP Town & Country Investors LLC FCI Town and Country Nunc pro tunc to 855 El Camino Real #333 Shopping Center the Petition Date Attention to: General Manager 855 El Camino Real c/o Management Office Palo Alto, CA 94301 Palo Alto, CA 94301 72. BRVC Owner, LLC FCI Burr Ridge Nunc pro tunc to 14400 South John Humphrey Dr., Ste 580 Village Center Drive the Petition Date 200 Burr Ridge, IL 60527 c/o Edwards Realty Company Orland Park IL 60462 73. Cross Creek Mall SPE, L.P. FCI Cross Creek Mall Nunc pro tunc to 2030 Hamilton Place Blvd. CBL Center 715 Cross Creek Mall the Petition Date - Suite 500 Fayetteville, NC 28303 Chattanooga, TN 37421

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 74. Auburn Mall, LLC FCI Village Mall Nunc pro tunc to c/o Hull Storey Retail Group, LLC 1627 Opelika Road 26 the Petition Date 1190 Interstate Parkway Auburn, AL 36830 Attention to: James M. Hull Care of: Legal Department Augusta, GA 30909 75. Southern Park Mall, LLC FCI Southern Park Mall Nunc pro tunc to 180 East Broad Street 7401 Market Street the Petition Date Attention to: General Counsel Youngstown, OH 44512 Care of: WP Glimcher Columbus, OH 43215 76. Meriden Realty LLC FCI Meriden Mall Nunc pro tunc to 150 Great Neck Road Suite 304 470 Lewis Ave 72 the Petition Date c/o Namco Realty LLC Meriden, CT 6451 Great Neck, NY 11021 77. Westland South Shore Mall, L.P. FCI South Shore Mall Nunc pro tunc to 2049 Century Park East 41st Floor 1701 Sunrise Hwy M70 the Petition Date Los Angeles, CA 90067 Bay Shore, NY 11706 78. Lindale Mall, LLC FCI Lindale Nunc pro tunc to 180 East Broad St. 4444 First Ave. the Petition Date Columbus, OH 43215 Cedar Rapids, IA 52402 79. Cherryvale Mall, LLC FCI Cherryvale Mall Nunc pro tunc to 2030 Hamilton Place Blvd. CBL Center 7200 Harrison Ave 5F28 the Petition Date - Suite 500 Rockford, IL 61112 Chattanooga, TN 37421 80. Broward Mall LLC FCI Broward Mall Nunc pro tunc to 2049 Century Park East 41st Floor 8000 W. Broward Blvd. the Petition Date Los Angeles, CA 90067 1707 Plantation, FL 33388 81. Seminole Mall Realty Holding, LLC FCI Seminole Town Center Nunc pro tunc to 1010 Northern Boulevard Suite 212 132 Towne Center Circle the Petition Date c/o Kohan Retail Investment Group Sanford, FL 32771 Great Neck, NY 11021 82. Streets of Tanasbourne, LLC FCI Streets of Tanasbourne Nunc pro tunc to 19350 NW Emma Way 2095 NE Allie Ave the Petition Date c/o Jones Lang LaSalle Americas, Inc. Hillsboro, OR 97124 Hillsboro, OR 97124 83. Trenholm Plaza (E&A), LLC FCI Trenholm Plaza Nunc pro tunc to 1221 Main Street Suite 1000 4848 Forest Drive the Petition Date Attn to: Legal Department Columbia, SC 29206 c/o Edens Limited Partnership Columbia, SC 29201 84. Mayflowe Square One, LLC FCI Square One Mall Nunc pro tunc to 225 West Washington St. 1201 Broadway the Petition Date c/o M.S. Management Associates Inc. Saugus, MA 1906 Indianapolis, IN 46204

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 85. Dover Mall, LLC FCI Dover Mall Nunc pro tunc to 225 West Washington St. 1365 N. Dupont Hwy. the Petition Date c/o M.S. Management Associates Inc. Dover, DE 19901 Indianapolis, IN 46204 86. Southern Hills Mall FCI Southern Hills Mall Nunc pro tunc to 8080 Park Lane Suite 800 4400 Sergeant Rd. the Petition Date Care of: CBRE, Inc. Sioux City, IA 51106 Dallas, TX 75231 87. Moorestown Mall LLC FCI Moorestown Mall Nunc pro tunc to 200 South Broad St. The Bellevue, 400 Route 38 Space 1315 the Petition Date Third Floor Moorestown, NJ 8057 Attn to: Director, Legal c/o PREIT Services, LLC Philadelphia, PA 19102 88. Fox Valley Mall LLC FCI Fox Valley Nunc pro tunc to 8750 N. Central Expressway Suite 1740 195 Fox Valley Center the Petition Date Dallas, TX 75231 Drive Aurora, IL 60504 89. SOCM I LLC FCI The Collection at River Nunc pro tunc to 130 Vantis Suite 200 Park the Petition Date Attention to: Legal Department 591 Town Center Drive Care of: Shea Properties 3060 Aliso Viego, CA 92656 Oxnard, CA 93036 90. Genesee Mall Realty LLC FCI Genessee Valley Mall Nunc pro tunc to 3341 South Lindon Road 3341 South Linden Rd the Petition Date Flint, MI 48507 1005 Flint, MI 48507 91. Mid Rivers Mall CMBS, LLC FCI Mid Rivers Mall Nunc pro tunc to 2030 Hamilton Place Boulevard CBL 1240 Mid Rivers Mall the Petition Date Center, Suite 500 Saint Peters, MO 63376 Chattanooga, TN 37421 92. Arbor Place II, LLC FCI Arbor Place Mall Nunc pro tunc to 2030 Hamilton Place Boulevard CBL 6700 Douglas Blvd 2085 the Petition Date Center, Suite 500 Douglasville, GA 30135 Chattanooga, TN 37421 93. Belmar Mainstreet Holdings I, LLC FCI Belmar Nunc pro tunc to 7337 W. Alaska Drive Suite 200 386 South Teller Street the Petition Date Attention to: Lary Herkal Lakewood, CO 80226 Lakewood, CO 80226 94. Sherman Oaks Fashion Associates, LP FCI Fashion Square Mall Nunc pro tunc to 2049 Century Park East 41st Floor 14006 Riverside Dr 211 the Petition Date Los Angeles, CA 90067 Sherman Oaks, CA 91423 95. EMI Santa Rosa Limited Partnership FCI Santa Rosa Plaza Nunc pro tunc to 225 West Washington Street 1071 Santa Rosa Plaza the Petition Date Care of: M.S. Management Associates 2009C Inc. Santa Rosa, CA 95401 Indianapolis, IN 46204

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 96. Orange Park Mall, LLC FCI Orange Park Mall Nunc pro tunc to 180 East Broad Street 1910 Wells Road H22A the Petition Date Attention to: General Counsel Orange Park, FL 32073 Care of: Washington Prime Group Columbus, OH 43215 97. Weed-Sheffield, LLC FCI 1001 W. North Ave Nunc pro tunc to 710 Robert York Ave Unit D 1001 W. North Ave the Petition Date c/o CRM Properties Group. Ltd Chicago, IL 60642 Deerfield, IL 60015 98. 1143 Connecticut LLC FCI 1143 Connecticut Ave Nunc pro tunc to 1200 New Hampshire Ave, NW Suite NW the Petition Date 555 1143 Connecticut Ave Attention to: Richard F. Levin, Esq. NW Washington, DC 20036 Washington, DC 20036 99. Duesenberg Investment Company, LLC FCI 1027 Westwood Blvd Nunc pro tunc to 1800 Avenue of the Stars Suite 1400 1027 Westwood Blvd the Petition Date Attention to: President Los Angeles, CA 90024 Care of: Topa Management Company Los Angeles, CA 90067 100. 152 Montague Street CC LLC FCI 152 Montague Street Nunc pro tunc to c/o The Clearstone Group 152 Montague Street the Petition Date 2365 Nostrand Ave., 2nd Fl Brooklyn, NY 11201 Brooklyn, NY 11210 101. RPI TURTLE CREEK MALL, LLC FCI Frontier Mall Nunc pro tunc to c/o CBL & Associates Management, 1400 Dell Range Blvd. 21 the Petition Date Inc. Cheyenne, WY 82009 CBL Center, Ste 500 2030 Hamilton Place Blvd Chattanooga, TN 37421-6000 102. Sangertown Square L.L.C. FCI Sangertown Square Nunc pro tunc to Four Clinton Square The Clinton 1 Sangertown Square E- the Petition Date Exchange 11 Attention to: Management Division New Hartford, NY 13413 Syracuse, NY 13202 103. Crystal Run Newco LLC FCI The Galleria at Crystal Nunc pro tunc to The Clinton Exchange 4 Clinton Square Run the Petition Date Attention to: General Counsel 1 N Galleria Dr. C-217 Syracuse, NY 13202 Middletown, NY 10941 104. Honey Creek Investments, LLC FCI Honey Creek Mall Nunc pro tunc to 4218 NE 2nd Ave. 3401 South US Hwy 41 the Petition Date Attention to: General Counsel E-4 c/o Out of the Box Holdings, LLC Terre Haute, IN 47802 Miami, FL 33137 105. Southlake Indiana LLC FCI Southlake Mall Nunc pro tunc to 2109 Southlake Mall 2109 Southlake Mall the Petition Date Attention to: General Manager CL344 Merrillville, IN 46410 Merrillville, IN 46410

11 RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 33 of 42

COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 106. Southwest Plaza L.L.C. FCI Southwest Plaza Nunc pro tunc to 350 N. Orleans St. Suite 300 8501 W Bowles Ave. the Petition Date Attention to: Law/Lease Administration 2205 Care of: Southwest Plaza Littleton, CO 80123 Chicago, IL 60654 107. HAP Property Owner, L.P. FCI Hamburg Pavilion Nunc pro tunc to 410 Peachtree Parkway Suite 4165 2308 Sir Barton Way 130 the Petition Date Care of: Core Property MGMT, LLC Lexington, KY 40509 Cumming, GA 30041 108. Highland Court Oxford, LLC FCI Highland Court Nunc pro tunc to 2088 Old Taylor Road 1801 W. Jackson Avenue the Petition Date Attention to: David B. Blackburn A-104 Oxford, MS 38655 Oxford, MS 38655 109. Starbuck Capital II, L.L.C. and Ox Pond FCI 5301 N. Clark Nunc pro tunc to Capital, L.L.C. 5301 N. Clark St. the Petition Date 1519 N. State Parkway #3 Chicago, IL 60640 Chicago, IL 60610 110. Jefferson Mall CMBS, LLC FCI Jefferson Mall Nunc pro tunc to 2030 Hamilton Place Blvd. CBL Center, 4801 Outer Loop C558 the Petition Date Suite 500 Louisville, KY 40219 Chattanooga, TN 37421 111. Newpark Mall, LP FCI Newpark Mall Nunc pro tunc to 1114 Avenue of the Americas Suite 2086 NewPark Mall 2041 the Petition Date 2800 Newark, CA 94560 Attention to: General Counsel New York, NY 10036 112. MFC Beavercreek, LLC FCI Mall at Fairfield Nunc pro tunc to 180 East Broad St. 21st Floor Commons the Petition Date c/o Washington Prime Group 2727 Fairfield Commons Columbus, OH 43215 E271 Beavercreek, OH 45431 113. Providence Retail LLC FCI Providence Marketplace Nunc pro tunc to 4700 Wilshire Blvd. 401 S. Mt. Juliet Rd. 565 the Petition Date Attention to: General Counsel Mount Juliet, TN 37122 Care of: CIM Investment Advisors, LLC Los Angeles, CA 90010 114. Gregory T. Maloney, Receiver - Kitsap FCI Kitsap Mall Nunc pro tunc to Mall 10315 Silverdale Way the Petition Date 6365 Halcyon Way Ste. 970 A06 Attention to: Retail Documents Silverdale, WA 98383 c/o Jones Lang LaSalle Americas, Inc. Alpharetta, GA 30005 115. PR Patrick Henry LLC FCI Patrick Henry Mall Nunc pro tunc to 200 South Broad Street The Bellevue, 12300 Jefferson Ave. 807 the Petition Date Third Floor Newport News, VA 23602 Attention to: Director, Legal Care of: PREIT Services, LLC Philadelphia, PA 19102

12 RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 34 of 42

COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 116. Weingarten Realty Investors FCI River Oaks Shopping Nunc pro tunc to Attention to: General Counsel Center the Petition Date 2600 Citadel Plaza Drive 2022 West Gray Houston, TX 77008 Houston, TX 77019 117. TM Northlake Mall, L.P. FCI Northlake Mall Nunc pro tunc to One East Wacker Drive Suite 3700 6801 Northlake Mall Dr. the Petition Date Care of: Starwood Retail Partners, LLC 262 Chicago, IL 60601 Charlotte, NC 28216 118. KRE BROADWAY OWNER, LLC FCI Broadway Mall Nunc pro tunc to 100 N. Pacific Coast Highway Suite 358 Broadway Mall 482 the Petition Date 1925 Hicksville, NY 11801 Attention to: Managing Principal El Segundo, CA 90245 119. The Hawthorne Buildings, LLC FCI 644 State Street Nunc pro tunc to 642 State Street Suite F 644 State Street the Petition Date Attention to: Jill A. Severson Madison, WI 53703 Madison, WI 53703 120. Carolina Square Project LP FCI Carolina Square Nunc pro tunc to 191 Peachtree St. Suite 500 133 W. Franklin St. 130 the Petition Date Attn: Corporate Secretary Chapel Hill, NC 27516 c/o Cousin Properties Incorporated Atlanta, GA 30303 121. The Carafo Northwest Partnership FCI South Hill Mall Nunc pro tunc to 5577 Youngstown-Warren Road 3500 S. Meridian St. 245 the Petition Date Niles, OH 44446 Puyallup, WA 98373 122. Century City Mall, LLC FCI Century City Nunc pro tunc to 2049 Century Park East 41st Floor 10250 Santa Monica Blvd. the Petition Date Attention to: Legal Department 2890 Los Angeles, CA 90067 Los Angeles, CA 90067 123. Lincoln Park Hotel Propco LLC FCI 654 West Diversey Nunc pro tunc to 1290 Avenue of the Americas Suite 914 654 West Diversey the Petition Date Attn: General Counsel Chicago, IL 60614 c/o Garrison Investment Group LP New York, NY 10104 124. Santa Fe Mall Property Owner LLC FCI Santa Fe Place Nunc pro tunc to 112 Northern Concourse 4250 Cerrillos Road 1128 the Petition Date Attention to: Legal Department Santa Fe, NM 87507 Care of: Spinoso Real Estate Group North Syracuse, NY 13212 125. GGP Northridge Fashion Center, LP FCI Northridge Fashion Center Nunc pro tunc to 350 N. Orleans St. Suite 300 9301 Tampa Ave. 169 the Petition Date Attention to: Law/Lease Administration Northridge, CA 91324 Department Care of: Northridge Fashion Center Chicago, IL 60654

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COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 126. FC Ballston Common, LLC FCI Ballston Quarter Nunc pro tunc to 350 N. Orleans St. Suite 300 4238 Wilson Boulevard the Petition Date Chicago, IL 60654 2140 Arlington, VA 22203 127. VF Mall LLC FCI Valley Fair Nunc pro tunc to 2049 Century Park East 41st Floor 2855 Stevens Creek Blvd. the Petition Date Attention to: Legal Department 2224 Los Angeles, CA 90067 Santa Clara, CA 95050 128. Southglenn Property Holdings, LLC FCI The Streets at SouthGlenn Nunc pro tunc to 5750 DTC Parkway Suite 210 6851 S. Gaylord B2-242 the Petition Date Attention to: Lease Administration Centennial, CO 80122 Greenwood Village, CO 80111 129. RPAI San Antonio Huebner Oaks FCI Huebner Oaks Nunc pro tunc to Limited Partnership 11745 I-10 West 727 the Petition Date 2021 Spring Road Suite 200 San Antonio, TX 78230 Attention to: SVP/Director of National Retail Leasing Services Care of: RPAI Southwest Management LLC Oak Brook, IL 60523 130. MALL AT POTOMAC MILLS, LLC FCI Potomac Mills Nunc pro tunc to 225 West Washington Street 2700 Potomac Mills the Petition Date Care of: M.S. Management Associates, Circle 908 Inc. Woodbridge, VA 22192 Indianapolis, IN 46204 131. Tucson Premium Outlets, LLC FCI Tucson Premium Outlets Nunc pro tunc to 60 Columbia Road Bldg. B, 3rd Floor 6401 West Marana Center the Petition Date Care of: Simon Premium Outlets Blvd 832 Morristown, NJ 07960 Tucson, AZ 85742 132. Arundel Mills Limited Partnership FCI Arundel Mills Nunc pro tunc to 225 West Management Associates, Inc. 7000 Arundel Mills Circle the Petition Date Indianapolis, IN 46204 465 Hanover, MD 21076 133. Northwood PL A L.P. FCI Shops at Park Lane Nunc pro tunc to 575 Fifth Avenue 23rd Floor 8080 Park Lane Bldg A, the Petition Date Attention to: Brian Crittendon Suite 135 Care of: Northwood Investors Dallas, TX 75231 New York, NY 10017 134. Glimcher Supermall Venture, LLC FCI The Outlet Collection Nunc pro tunc to 180 E. Broad Street Floor 20 Seattle the Petition Date Columbus, OH 43215 1101 Outlet Collection Way 1133 Auburn, WA 98001 135. OBI Asset Holding CO, LLC FCI The Outlets at Corpus Nunc pro tunc to 2100 W. 7th Street Christi Bay the Petition Date Attention to: Ms. Keri Kirrane 1223 Terry Shamsie Blvd. Fort Worth, TX 76107 411 Robstown, TX 78380

14 RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 36 of 42

COUNTERPARTY-LANDLORD REJECTION DEBTOR PROPERTY ADDRESS AND ADDRESS DATE 136. St. George Outlet Development LLC FCI Empire Outlets Nunc pro tunc to 150 Myrtle Avenue 2nd Floor 35 B Richmond Terrace the Petition Date Attention to: Mr. Donald Capoccia 214 Brooklyn, NY 11201 Staten Island, NY 10301 137. Mercedes Premium Outlets, L.P. FCI Rio Grande Valley Nunc pro tunc to 225 West Washington Street Premium Outlets the Petition Date Care of: Simon Premium Outlets 5001 E. Expressway 83 Indianapolis, IN 46204 830 Mercedes, TX 78570

15 RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 37 of 42

Exhibit B

Proposed Final Order

RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 38 of 42

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : Chapter 11 In re: :

: Case No. 20-13076 (___) FRANCESCA’S HOLDINGS CORPORATION, : et al.,1 : Joint Administration Requested : Debtors. :

------x

FIRST OMNIBUS FINAL ORDER (I) AUTHORIZING (A) REJECTION OF CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY NUNC PRO TUNC TO THE PETITION DATE AND (B) ABANDONMENT OF DE MINIMIS PROPERTY IN CONNECTION THEREWITH, (II) GRANTING A LIMITED WAIVER OF BANKRUPTCY RULE 6006(f)(6), AND (III) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of Francesca’s Holdings Corporation (“FHC”)

and its affiliated debtors and debtors in possession (collectively, the “Debtors”) for entry of a final

order (this “Final Order”) (i) authorizing the Debtors to (a) reject certain unexpired leases of nonresidential real property nunc pro tunc to the Petition Date and (b) abandon de minimis property in connection therewith, (ii) granting a limited waiver of the numerosity requirement of

Bankruptcy Rule 6006(f)(6), and (iii) granting certain related relief, all as more fully set forth in the Motion; and due and sufficient notice of the Motion having been provided under the particular circumstances, and it appearing that no other or further notice need be provided; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28

U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States

RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 39 of 42

District Court for the District of Delaware dated as of February 29, 2012; and consideration of the

Motion and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b)(2); and this Court’s entry of a final order being consistent with Article III of the United States Constitution; and venue being proper before this Court under 28 U.S.C. §§ 1408 and 1409; and hearings having been held to consider the relief requested in the Motion on an interim basis and, if necessary, on a final basis (together, the “Hearings”); and the Court having entered an order granting the Motion on an interim basis; and upon the Clarke Declaration and the record of the Hearings and all the proceedings before the Court; and the Court having found and determined the relief requested in the Motion is in the best interests of the Debtors, their estates and creditors, and any parties in interest; and the legal and factual bases set forth in the Motion and at the Hearings having established just cause for the relief granted herein; and after due deliberation thereon and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. Pursuant to section 365 of the Bankruptcy Code, the Rejected Leases identified on Exhibit 1 attached to the Interim Order, including, to the extent applicable, any

subleases and amendments related thereto, are hereby rejected effective nunc pro tunc to the

Petition Date.

3. Consistent with the limitations of section 362 of the Bankruptcy Code, and

any other applicable law, counterparties to the Rejected Leases are prohibited from setting off or

otherwise utilizing any amounts deposited by the Debtors with any of the counterparties to the

Rejected Leases as a security deposit or pursuant to another similar arrangement, or owed to the

Debtors by any of the counterparties under the Rejected Leases or other agreements between the

same parties, without further order of this Court.

2 RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 40 of 42

4. The Debtors are authorized to abandon the Abandoned Property, if any, that

may be located on the Rejected Locations effective nunc pro tunc to the Petition Date, and the

counterparties to the Rejected Leases may dispose of the Abandoned Property on and after the

Petition Date in their sole and absolute discretion without liability to the Debtors or any third party.

5. Nothing in the Motion or this Final Order or the relief granted herein

6. Notwithstanding anything to the contrary in this Final Order, any payment made or authorization hereunder shall be subject to the applicable budget and cash collateral authorization requirements imposed on the Debtors under the terms of any order of this Court approving the debtor-in-possession financing facility and use of cash collateral.

7. Nothing herein shall prejudice the rights of the Debtors to argue that any of the Rejected Leases terminated prior to the Petition Date; that any claim for damages arising from the prospective rejection of the Rejected Leases is limited to the remedies available under any applicable termination provision of such lease; or that any such claim is an obligation of a third party and not that of the Debtors or their estates.

3 RLF1 24406143v.1 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 41 of 42

8. The numerosity requirements of Bankruptcy Rule 6006(f)(6) are waived for

the Motion, and the rejection of the Rejected Leases authorized by this Final Order complies with

the requirements of Bankruptcy Rule 6006(f).

9. Notice of the Motion as provided therein shall be deemed good and

sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by

such notice.

10. Notwithstanding the applicability of Bankruptcy Rule 6004(h), the terms and conditions of this Final Order are immediately effective and enforceable upon its entry.

11. The Debtors are authorized and empowered to take all actions necessary or

appropriate to implement the relief granted in this Final Order.

12. Any proofs of claim for damages in connection with the rejection of the

Rejected Leases, if any, shall be filed on or before the later of (a) the claims bar date to be

established by the Court in these chapter 11 cases, if any, and (b) 30 days after entry of this Final

Order.

13. This Court retains jurisdiction over all matters arising from or related to the

implementation or interpretation of this Final Order.

4 RLF1 24406143v.1 Internal CM/ECF Live Database Page 1 of 2 Case 20-13076-BLS Doc 108-1 Filed 12/09/20 Page 42 of 42

File a Motion:

20-13076 Francesca's Holdings Corporation Type: bk Chapter: 11 v Office: 1 (Delaware) Assets: y Case Flag: VerifDue, PlnDue, DsclsDue, SealedDoc(s)

U.S. Bankruptcy Court

District of Delaware

Notice of Electronic Filing

The following transaction was received from Jason M. Madron entered on 12/4/2020 at 1:22 AM EST and filed on 12/4/2020 Case Name: Francesca's Holdings Corporation Case Number: 20-13076 Document Number:10

Docket Text: Omnibus Motion to Reject Lease or Executory Contract //Debtors' Omnibus Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Reject Certain Unexpired Leases of Nonresidential Real Property Effective Nunc Pro Tunc to the Petition Date and (B) Abandon De Minimis Property in Connection Therewith, (II) Granting a Limited Waiver of Bankruptcy Rule 6006(f)(6), and (III) Granting Related Relief Filed by Francesca's Holdings Corporation. (Attachments: # (1) Exhibit A # (2) Exhibit B) (Madron, Jason)

The following document(s) are associated with this transaction:

Document description:Main Document Original filename:\\im-file\data\MLM\Fran - Motion.pdf Electronic document Stamp: [STAMP bkecfStamp_ID=983460418 [Date=12/4/2020] [FileNumber=16770100-0 ] [452d93c2fcd078be0ea3e8d7f4c02fa041fba3dc13ab433b77dd80cdf8ec0bec7cc a24713ab68fc99bc66857a1b311f5247327166c56f49c831f0d0e26ff3db2]] Document description:Exhibit A Original filename:\\im-file\data\MLM\Fran - Ex A.pdf Electronic document Stamp: [STAMP bkecfStamp_ID=983460418 [Date=12/4/2020] [FileNumber=16770100-1 ] [7d279a56b3a1e24ab706e892501e8a231c22ed8e812bc68902b272e81edc1e1fd6e 3771c6a34e10adbdcd2c8ef1f1c6e97d607a9861725b6a3df4175727ab369]] Document description:Exhibit B Original filename:\\im-file\data\MLM\Fran - Ex B.pdf Electronic document Stamp: [STAMP bkecfStamp_ID=983460418 [Date=12/4/2020] [FileNumber=16770100-2 ] [94ac94c6a5c492f0668144cce2159c3c68a6401f13838585555d744716182b0d529 1bbbdb6587763f9fb73bd49a8c3ec91a3dfe57eda3ab16df7658a2099d28d]]

20-13076 Notice will be electronically mailed to:

https://ecf.deb.uscourts.gov/cgi-bin/Dispatch.pl?824960650686038 12/4/2020