In the United States Bankruptcy Court for the District of Delaware

Case 20-13076-BLS Doc 733 Filed 05/22/21 Page 1 of 4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

------x : In re: : Chapter 11 : FHC HOLDINGS CORPORATION, et al.,1 : Case No. 20-13076 (BLS) : Debtors. : Jointly Administered : ------x

CERTIFICATION OF COUNSEL CONCERNING STIPULATION AND AGREED ORDER BETWEEN THE DEBTORS AND THE BROOKFIELD CLAIMANTS

The undersigned hereby certifies as follows:

1. On December 3, 2020 (the “Petition Date”), FHC Holdings Corporation and its affiliated debtors and debtors in possession (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, §§ 101-1532 (the

“Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the

“Court”). The Debtors’ chapter 11 cases are being jointly administered pursuant to rule 1015(b) of the Federal Rules of Bankruptcy Procedure and rule 1015-1 of the Local Rules of Bankruptcy

Practice and Procedure of the United States Bankruptcy Court for the District of Delaware.

2. Prior to the Petition Date, the Debtors and Brookfield Properties Retail, Inc. on behalf of Pioneer Place, LLC; Saint Louis Galleria LLC; Southwest Plaza LLC; GGP Staten

Island Mall, LLC; Stonestown Shopping Center, L.P.; Baltimore Center Associates LP; Water

Tower LLC; Augusta Mall LLC; FC-QIC Ballston Common Retail JV LLC; Bellis Fair Mall,

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are FHC Holdings Corporation (f/k/a Francesca’s Holdings Corporation) (4704), FHC LLC (f/k/a Francesca’s LLC) (2500), FHC Collections, Inc. (f/k/a Francesca’s Collections, Inc.) (4665), and FHC Services Corporation (f/k/a Francesca’s Services Corporation) (5988). The address of the legacy Debtors’ corporate headquarters is 8760 Clay Road, Houston, TX 77080. The address for correspondence related to the Debtors is c/o Saccullo Business Consulting, LLC, 27 Crimson King Drive, Bear, DE 19701. RLF1 25338649v.1 Case 20-13076-BLS Doc 733 Filed 05/22/21 Page 2 of 4

LLC; Jordan Creek Town Center, LLC; Mizner Park Venture, LLC; Newpark Mall LP; Westcoast

Estates; and GGP-Northridge Fashion Center LP (collectively, the “Claimants”2) were party to

15 non-residential real property leases for certain of the Debtors’ boutiques that were closed by the Debtors prior to the Petition Date (collectively, the “Leases”).

3. Prior to the Petition Date, the Debtors terminated two of the Leases associated with the Debtors’ former boutiques located at Pioneer Place, 700 SW 5th Avenue, Portland, OR 97204 and Bellis Fair, One Bellis Fair Parkway, Bellingham, WA 98226 (together, the “Terminated

Leases”).

4. On January 4, 2021, the Court entered the First Omnibus Order (I) Authorizing (A)

Rejection of Certain Unexpired Leases of Nonresidential Real Property Nunc Pro Tunc to the

Rejection 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 [D.I.

260], which approved the rejection, of among others, the remaining 13 Leases as of the Petition

Date (collectively, the “Rejected Leases”).

5. On February 17, 2021, the Court entered the Order (I) Establishing Deadlines and

Procedures for Filing Proofs of Claim and Request for Payment of Postpetition Administrative

Claims; (II) Approving the Form and Manner of Notices Thereof; and (III) Granting Related

Relief [D.I. 471], which, among other things, established the general deadline to file proofs of claim in the Debtors’ chapter 11 cases as March 25, 2021.

6. On March 17, 2021, the Claimants filed 15 proofs of claim asserting claims for prepetition rent and rejection damages related to the Terminated Leases and the Rejected Leases

(collectively, the “Proofs of Claim”). Each of the Proofs of Claim asserted by the Claimants

2 Together the Debtors and the Claimants are the “Parties”.

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indicated that all or part of the claim was entitled to administrative priority under section

507(a)(2) of the Bankruptcy Code.

7. Upon review of the Proofs of Claim, the Debtors identified that each of the Proofs of Claim were not entitled to administrative priority under section 507(a)(2) of the Bankruptcy

Code as the Proofs of Claim assert claims for prepetition rent and rejection damages related to the termination and/or rejection of the Leases. Moreover, the Claimants have acknowledged that the

Proofs of Claim are not entitled to administrative priority under section 507(a)(2) of the

Bankruptcy Code.

8. As a result of the foregoing, the Parties have determined that it is in each of their own best interest to stipulate to the reclassification of the Proofs of Claim. In that regard, subject to this Court’s approval, the Parties have entered into that certain Stipulation and Agreed Order

Between the Debtors and the Brookfield Claimants, dated May 20, 2021 (the “Stipulation and

Order”). A copy of the Stipulation and Order is attached hereto as Exhibit 1. Subject to entry by this Court, the Stipulation and Order will reclassify the Proofs of Claim as non-priority general unsecured claims while fully reserving all of the Debtors’ rights with respect to the Proofs of

Claim. The Debtors believe that the approval and entry of the Stipulation and Order is in the best interests of the Debtors, their estates, their creditors, and other parties-in-interest in the Debtors’ chapter 11 cases. A copy of the Stipulation and Order has been circulated to the Office of the

United States Trustee for the District of Delaware, counsel to the Official Committee of

Unsecured Creditors, and the Parties, and each of the parties to whom the Stipulation and Order was circulated has indicated that it has no objection to the entry of the Stipulation and Order.

WHEREFORE, the Debtors respectfully request that the Court enter the Stipulation and

Order, substantially in the form attached hereto as Exhibit 1, at its earliest convenience.

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Dated: May 22, 2021 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

Attorneys for the Debtors and Debtors in Possession

4 RLF1 25338649v.1 Case 20-13076-BLS Doc 733-1 Filed 05/22/21 Page 1 of 9

Exhibit 1

Stipulation and Order

RLF1 25338649v.1 Case 20-13076-BLS Doc 733-1 Filed 05/22/21 Page 2 of 9

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

------x : In re: : Chapter 11 : FHC HOLDINGS CORPORATION, et al.,1 : Case No. 20-13076 (BLS) : Debtors. : Jointly Administered : ------x

STIPULATION AND AGREED ORDER BETWEEN THE DEBTORS AND THE BROOKFIELD CLAIMANTS

This stipulation and agreed order (this “Stipulation”) is made as of May 20, 2021,

by and between FHC Holdings Corporation and its affiliated debtors and debtors in possession

(collectively, the “Debtors”) and Brookfield Properties Retail, Inc. on behalf of Pioneer Place,

LLC; Saint Louis Galleria LLC; Southwest Plaza LLC; GGP Staten Island Mall, LLC; Stonestown

Shopping Center, L.P.; Baltimore Center Associates LP; Water Tower LLC; Augusta Mall LLC;

FC-QIC Ballston Common Retail JV LLC; Bellis Fair Mall, LLC; Jordan Creek Town Center,

LLC; Mizner Park Venture, LLC; Newpark Mall LP; Westcoast Estates; and GGP-Northridge

Fashion Center LP (collectively, the “Claimants”). The parties hereto are individually referred to

in this Stipulation as a “Party” and together referred to as “Parties.”

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RECITALS

WHEREAS, on December 3, 2020, each of the Debtors filed a voluntary petition

for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the

United States Bankruptcy Court for the District of Delaware (the “Court”), thereby commencing

the above-captioned chapter 11 cases (the “Chapter 11 Cases”).

WHEREAS, prior to the Petition Date, the Debtors and the Claimants were party

to 15 non-residential real property leases for certain of the Debtors’ boutiques that were closed by

the Debtors prior to the Petition Date (collectively, the “Leases”).

WHEREAS, prior to the Petition Date, the Debtors terminated two of the Leases

associated with the Debtors’ former boutiques located at Pioneer Place, 700 SW 5th Avenue,

Portland, OR 97204 and Bellis Fair, One Bellis Fair Parkway, Bellingham, WA 98226 (together,

the “Terminated Leases”).

WHEREAS, on January 4, 2021, the Court entered the First Omnibus Order

(I) Authorizing (A) Rejection of Certain Unexpired Leases of Nonresidential Real Property Nunc

Pro Tunc to the Rejection 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 [D.I. 260], which approved the rejection, of among others, the remaining 13 Leases

as of the Petition Date (collectively, the “Rejected Leases”).

WHEREAS, on February 17, 2021, the Court entered the Order (I) Establishing

Deadlines and Procedures for Filing Proofs of Claim and Request for Payment of Postpetition

Administrative Claims; (II) Approving the Form and Manner of Notices Thereof; and (III)

Granting Related Relief [D.I. 471], which, among other things, established the general deadline to

file proofs of claim in the Chapter 11 Cases as March 25, 2021.

2 RLF1 25354605v.1 Case 20-13076-BLS Doc 733-1 Filed 05/22/21 Page 4 of 9

WHEREAS, on March 17, 2021, the Claimants filed 15 proofs of claim, as

reflected on the attached Exhibit A, asserting claims for prepetition rent and rejection damages

related to the Terminated Leases and the Rejected Leases (collectively, the “Proofs of Claim”).

Each of the Proofs of Claim asserted by the Claimants indicated that all or part of the claim was entitled to administrative priority under section 507(a)(2) of the Bankruptcy Code.

WHEREAS, upon review of the Proofs of Claim, the Debtors identified that each of the Proofs of Claim were not entitled to administrative priority under section 507(a)(2) of the

Bankruptcy Code as the Proofs of Claim assert claims for prepetition rent and rejection damages related to the termination and/or rejection of the Leases.

WHEREAS, the Claimants have acknowledged that the Proofs of Claim are not entitled to administrative priority under section 507(a)(2) of the Bankruptcy Code.

WHEREAS, the Parties have determined that it is in each of their own best interest

to enter into this Stipulation to memorialize their agreement with respect to reclassifying the Proofs

of Claim as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, which are

incorporated into this Stipulation, the Parties hereby agree and stipulate, subject to the Court’s

approval, as follows:

1. The Proofs of Claim are hereby reclassified as general unsecured claims, as

indicated in the columns titled “Modified Claim Class” and “Modified Claim Amount” in the

attached Exhibit A.

2. The rights of the Debtors to (i) file any objections to any of the Proofs of Claim

listed in Exhibit A on any ground, (ii) seek expungement or reduction of any of the Proofs of

3 RLF1 25354605v.1 Case 20-13076-BLS Doc 733-1 Filed 05/22/21 Page 5 of 9

Claim to the extent all or a portion of such claim has been paid, and (iii) settle any of the Proofs

of Claim for less than the asserted amount are fully preserved.

3. Nothing in this Stipulation or the relief granted thereby (including any actions taken

by the Debtors) is to be construed as (i) an admission of the validity of any claim against any of

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, and the Parties hereby reserve all of their rights in connection

with the above.

4. This Stipulation constitutes the complete express agreement of the Parties with

respect to the subject matter hereof and no material modification or amendment to this Stipulation shall be valid unless it is in writing and signed by the Parties. This Stipulation shall remain binding on the Parties hereto and all of their successors and assignees, including, but not limited to, any trustee appointed in these cases under chapter 11 or chapter 7 of the Bankruptcy Code.

5. Each person who executes this Stipulation represents that he or she is duly authorized to do so on behalf of the respective Party hereto and that each such Party has full knowledge and has consented to this Stipulation.

6. This Stipulation shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the choice of law principles of the State of Delaware. For purposes of construing this Stipulation, none of the Parties shall be deemed to have been the drafter of this Stipulation.

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7. This Stipulation may be executed in counterparts, any of which may be transmitted

by facsimile or electronic mail, and each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

8. This Stipulation is subject to approval of the Court, and the Debtors shall submit this Stipulation to the Court for approval under a certification of counsel.

9. The terms and conditions of this Stipulation shall be immediately effective and enforceable upon approval by the Court.

10. The Parties agree that the Court shall retain jurisdiction to resolve any dispute

arising from or related to this Stipulation.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF and in agreement herewith, the Parties have executed and delivered this Stipulation as of the date first set forth above.

/s/ Jason M. Madron /s/ Julie Minnick Bowden RICHARDS, LAYTON & FINGER, P.A. BROOKFIELD PROPERTIES RETAIL, Mark D. Collins (No. 2981) INC. Michael J. Merchant (No. 3854) Julie Minnick Bowden Jason M. Madron (No. 4431) 350 N. Orleans Street, Suite 300 One Rodney Square Chicago, Illinois 60654-1607 920 North King Street Telephone: (312) 960-2707 Wilmington, Delaware 19801 Facsimile: (312) 442-6374 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Representative for Claimants

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O’MELVENY & MYERS LLP Maria J. 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

Attorneys for the Debtors and Debtors in Possession

IT IS SO ORDERED:

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EXHIBIT A

RLF1 25354605v.1 Case 20-13076-BLS Doc 733-1 Filed 05/22/21 Page 9 of 9

FHC Holdings Corporation Misclassified Claims

Claim Claim Asserted Asserted Claim Modified Modified Creditor Name Debtor Number Date Filed Claim Class Amount Claim Class Claim Amount FHC Collections, Unsecured Pioneer Place, LLC 713 03/17/2021 Inc. Administrative Priority $4,635.36 Unsecured $4,635.36 FHC Collections, Unsecured Saint Louis Galleria 741 03/17/2021 Inc. Administrative Priority $169,153.32 Unsecured $169,153.32 FHC Collections, Unsecured Southwest Plaza LLC 743 03/17/2021 Inc. Administrative Priority $138,993.35 Unsecured $138,993.35 FHC Collections, Unsecured GGP Staten Island Mall, LLC 744 03/17/2021 Inc. Administrative Priority $129,815.25 Unsecured $129,815.25 Stonestown Shopping Center, FHC Collections, Unsecured 745 03/17/2021 L.P. Inc. Administrative Priority $103,813.42 Unsecured $103,813.42 FHC Collections, Unsecured $54,624.11 Baltimore Center Associates LP 748 03/17/2021 Inc. Administrative Priority $379.39 Unsecured $55,003.50 FHC Collections, Unsecured Water Tower LLC 751 03/17/2021 Inc. Administrative Priority $283,255.37 Unsecured $283,255.37 FHC Collections, Unsecured AUGUSTA MALL LLC 753 03/17/2021 Inc. Administrative Priority $201,415.47 Unsecured $201,415.47 FC-QIC BALLSTON FHC Collections, Unsecured 754 03/17/2021 COMMON RETAIL JV LLC Inc. Administrative Priority $163,728.96 Unsecured $163,728.96 FHC Collections, Unsecured Bellis Fair Mall, LLC 756 03/17/2021 Inc. Administrative Priority $492.82 Unsecured $492.82 FHC Collections, Unsecured Jordan Creek Town Center, LLC 760 03/17/2021 Inc. Administrative Priority $76,685.34 Unsecured $76,685.34 FHC Collections, Unsecured Mizner Park Venture, LLC 762 03/17/2021 Inc. Administrative Priority $210,062.90 Unsecured $210,062.90 FHC Collections, Unsecured NEWPARK MALL LP 763 03/17/2021 Inc. Administrative Priority $123,584.07 Unsecured $123,584.07 FHC Collections, Unsecured $85,171.74 WESTCOAST ESTATES 764 03/17/2021 Inc. Administrative Priority $148.71 Unsecured $85,320.45 GGP-NORTHRIDGE FHC Collections, Unsecured 765 03/17/2021 FASHION CENTER LP Inc. Administrative Priority $135,202.36 Unsecured $135,202.36

RLF1 25354605v.1