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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ------X : in Re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No

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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ------X : in Re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No Case 20-13076-BLS Doc 472 Filed 02/17/21 Page 1 of 5 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. : : Re: D.I. 404 ------------------------------------------------------------ x ORDER (I) AUTHORIZING DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY, (B) ABANDON DE MINIMIS PERSONAL PROPERTY IN CONNECTION THEREWITH, AND (II) GRANTING RELATED RELIEF Pursuant to and in accordance with the Order (I) Approving (A) Procedures for Rejecting Unexpired Leases of Nonresidential Real Property, (B) Abandonment of De Minimis Personal Property in Connection Therewith, and (II) Granting Related Relief [D.I. 255] (the “Lease Rejection Procedures Order”)2 entered in the above-captioned chapter 11 cases; and the Debtors having property filed with this Court and served on the Notice Parties a notice [D.I. 404] (the “Rejection Notice”) of their intent to reject certain unexpired leases specified on Annex A hereto (the “Specified Leases”) in accordance with the terms of the Lease Rejection Procedures Order; and such notice having been adequate and appropriate under the circumstances; and it appearing that no other or further notice need be provided; and no timely objections having been filed to the Rejection Notice; and the Court having found that the relief requested is in the 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. 2 Capitalized terms used, but not defined, in this Order shall have the meanings used in the Lease Rejection Procedures Order. RLF1 24801576v.1 Case 20-13076-BLS Doc 472 Filed 02/17/21 Page 2 of 5 best interests of the Debtors’ estates, their creditors and other parties in interest; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Specified Leases set forth on Annex A are hereby rejected as set forth herein, effective as of the latest to occur of the following: (i) the date specified in the Rejection Notice; or (ii) the date on which the Debtors surrender possession of the store subject to the relevant Specified Lease to the Lease Counterparty by notifying the affected Lease Counterparty in writing thereof and (A) have turned over the store keys, key codes, and security codes, if any, to the Lease Counterparty or (B) have notified the affected Lease Counterparty in writing that the store keys, key codes, and security codes, if any, are not available and that the Lease Counterparty may re-key the store. (the “Rejection Date”). 2. The Debtors are authorized, but not directed, to abandon any de minimis Personal Property, including inventory, furniture, fixtures, equipment, and/or other material at the leased premises as of the Rejection Date; provided that the Debtors are prohibited from abandoning, and must remove at their expense, any (i) hazardous (as such term is defined in federal, state, or local law, rule, regulation, or ordinance) materials, (ii) “personally identifiable information” (as such term is defined in section 101(41A) of the Bankruptcy Code), or (iii) business records that are necessary to conduct these chapter 11 proceedings and are not available elsewhere, at any premises subject to a nonresidential real property lease or sublease. Any and all Personal Property remaining at the leased premises as of the applicable Rejection Date shall be deemed abandoned upon the Rejection Date without further notice or order of the Court, free and clear of all liens, claims, interests, or other encumbrances. Any Lease Counterparty or other designee shall be free to use or dispose of any such items without further notice or liability RLF1 24801576v.1 Case 20-13076-BLS Doc 472 Filed 02/17/21 Page 3 of 5 to any party. The right of any Lease Counterparty, if any, to file a claim for the costs of disposal of such property is fully reserved, as is the right of all parties in interest to object to such claim. 3. With respect to any personal property that is leased to the Debtors by a third party or owned by a third party, such third party shall contact the Debtors and remove or cause to be removed such personal property from the leased premises prior to the Rejection Date. For the avoidance of doubt, if any such personal property remains on the leased premises after the Rejection Date the Lease Counterparty may use or dispose of any and all such property. 4. If a Lease Counterparty or any other entity wishes to assert a claim with respect to the rejection of a Specified Lease, such party must do so on or before the later of (i) the deadline for filing proofs of claims established by the Court in these chapter 11 cases or (ii) 30 days after the date of entry of this Order. If a proof of claim is not timely filed, you will be forever barred from asserting a claim for damages arising from the rejection of the applicable Specified Lease(s). Proofs of claim and instructions for submission may be obtained on the website of the Debtors’ noticing and claims agent at https://cases.stretto.com/francescas/. 5. Nothing in this 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. RLF1 24801576v.1 Case 20-13076-BLS Doc 472 Filed 02/17/21 Page 4 of 5 6. Consistent with the limitations of section 362 of the Bankruptcy Code, and any other applicable law, counterparties to the Specified Leases are prohibited from setting off or otherwise utilizing any amounts deposited by the Debtors with any of the counterparties to the Specified Leases as a security deposit or pursuant to another similar arrangement, or owed to the Debtors by any of the counterparties under the Specified Leases or other agreements between the same parties, without further order of this Court. 7. Notwithstanding anything to the contrary in this 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. Notwithstanding entry of this Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by any party. 9. The Debtors do not waive any claims that they may have against any Lease Counterparty, whether or not such claims arise under, are related to the prospective rejection of, or are independent of the applicable unexpired lease(s) of nonresidential real property. 10. Nothing herein shall prejudice the rights of the Debtors to argue that any unexpired lease of nonresidential real property terminated prior to the Petition Date; that any claim for damages arising from the prospective rejection of such a lease 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. 11. The Debtors are authorized and empowered to take all actions necessary or appropriate to implement the relief granted in this Order. RLF1 24801576v.1 Case 20-13076-BLS Doc 472 Filed 02/17/21 Page 5 of 5 12. This Court retains jurisdiction over all matters arising from or related to the implementation or interpretation of this Order. Dated: February 17th, 2021 Wilmington, BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE Delaware RLF1 24801576v.1 Case 20-13076-BLS Doc 472-1 Filed 02/17/21 Page 1 of 9 Annex A Specified Leases to Be Rejected COUNTERPARTY- REJECTION # COUNTERPARTY-LANDLORD ADDRESS DEBTOR PROPERTY ADDRESS LANDLORD DATE 1 2-26 State Street c/o Newburyport Manager, LLC, New England FCI 16 State Street January 29, 2021 Nominee Trust Development Newburyport, MA 19500 One Wells Avenue Newton, MA 02459 2 2547 Brindle Drive Real c/o Metro Commercial Management Services, Inc. FCI The Shoppes at Susquehanna January 29, 2021 Estate, LLC 307 Fellowship Road Suite 300 Marketplace Mount Laurel, NJ 08054 2617 Brindle Drive C2 Attn: Elaine Maneval, Property Manager Harrisburg, PA 17110 3 ABT Owner 1, L.P. c/o Starwood Retail Property Management, LLC FCI The Arboretum of South Barrington January 29, 2021 One East Wacker Dr 100 West Higgins Road Chicago, IL 60601 South Barrington, IL 60010 4 Aspen GRF2, LLC 973 Lomas Santa Fe Drive FCI Aspen Grove January 29, 2021 Solana Beach, CA 92075 7301 S Santa Fe Dr 420-B Littleton, CO 80120 5 Beachwood Place Mall, c/o Beachwood Place FCI Beachwood Place January 29, 2021 LLC 350 N. Orleans St. Suite 300 26300 Cedar Rd 1115 Chicago, IL 60654 Beachwood, OH 44122 Attn: Law/Lease Administration Department 6 Birch Run Outlets II c/o Simon Premium Outlets FCI Birch Run Premium Outlets January 29, 2021 L.L.C.
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