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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ------X : Chapter 11 in Re:

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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ------X : Chapter 11 in Re: Case 20-13076-BLS Doc 260 Filed 01/04/21 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : Chapter 11 In re: : : Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS CORPORATION, : et al.,1 : Jointly Administered : Debtors. : Re: D.I. 10 ------------------------------------------------------------ x 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 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 “Order”) (i) authorizing the Debtors to (a) reject certain unexpired leases of nonresidential real property nunc pro tunc to the Rejection Date (as defined below) 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 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 have the meanings used in the Motion. RLF1 24553635v.1 Case 20-13076-BLS Doc 260 Filed 01/04/21 Page 2 of 6 Reference from the United States 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 a hearing having been scheduled and, to the extent necessary, held to consider the relief requested in the Motion (the “Hearing”); and upon the Clarke Declaration and the record of the Hearing (if any was held) 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 Hearing (if any was held) having established just cause for the relief granted herein; and any objections to the relief requested herein having been resolved as set forth herein or withdrawn; 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 hereto, including, to the extent applicable, any subleases and amendments related thereto, are hereby rejected effective nunc pro tunc as of the date of rejection set forth on Exhibit 1 (the “Rejection 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 2 RLF1 24553635v.1 Case 20-13076-BLS Doc 260 Filed 01/04/21 Page 3 of 6 Debtors by any of the counterparties under the Rejected Leases or other agreements between the same parties, without further order of this Court. 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 Rejection Date, and the counterparties to the Rejected Leases may dispose of the Abandoned Property on and after the Rejection Date in their sole and absolute discretion without liability to the Debtors or any third party, provided, however, the Debtors shall not abandon (i) any property (including electronic property) that contains personally identifiable information of any individual and (ii) any business records that may be necessary for the prosecution of these chapter 11 cases, and for which the Debtors do not have duplicates. 5. From the proceeds of the sale of any of the Debtors’ assets or closing of any store located in the state of Texas and in the jurisdictions of the Local Texas Tax Authorities3 (as set forth on Exhibit 2 attached hereto), the claim amount (as set forth on Exhibit 2) (the “2020 3 The Local Texas Tax Authorities include: The County of Denton, the City of Denton, the City of Lewisville, Denton Independent School District, the County of Brazos, the City of College Station, College Station Independent School District, the County of Bell, the City of Killeen, Killeen Independent School District, Central Texas College, Bell County WCID #6, Clearwater Underground Water Conservation District, the County of Hays, the City of San Marcos, York Creek Water Improvement District, the City of Waco, Waco Independent School District, the County of Taylor, the City of Abilene, Abilene Independent School District, the County of Williamson, the City of Round Rock, the City of Austin, Round Rock Independent School District, Austin Community College, Taylor County Central Appraisal District, Bell County Tax Appraisal District, Allen, Allen Independent School District, Bexar County, Cypress-Fairbanks Independent School District, Dallas County, Fort Bend County, Frisco, Galveston County, Gregg County, Harris County, Hidalgo County, Lewisville Independent School District, the City of McAllen, McLennan County, Montgomery County, Northwest Independent School District, Nueces County, San Marcos Consolidated Independent School District, Smith County, Tarrant County, Victoria County, Lubbock Central Appraisal District, Potter County Tax Office, Brazoria County Tax Office, Fort Bend Independent School District, Fort Bend County LID #02, Willow Fork Drainage District, Cinco Municipal Utility District #12, Galveston County Municipal Utility District #54, Dickinson Independent School District, Humble Independent School District, Harris County Municipal Utility District #358, Harris County WCID #155, Klein Independent School District, Harris County Municipal Utility District #468, Clear Creek Independent School District, City of Houston, Harris County WCID #116, Spring Branch Independent School District, Woodlands Metro Center Municipal Utility District, Woodlands Road Utility District 1, Mercedes Independent School District, City of Mercedes, Tyler Independent School District, Plano Independent School District, Frisco Independent School District, City of Garland, Garland Independent School District, City of Highland Village, Arlington Independent School District, Crowley Independent School District, City of Grapevine, Grapevine-Colleyville Independent School District, Wichita County Tax Office, and Collin County Tax Assessor/Collector. 3 RLF1 24553635v.1 Case 20-13076-BLS Doc 260 Filed 01/04/21 Page 4 of 6 Claim Amount”), plus an amount equal to the 2020 Claim Amount for any store open after January 1, 2021 and for which the Local Texas Tax Authorities’ 2021 tax claims have not been assumed by the purchaser of the Debtors’ assets, shall be set aside by the Debtors in a segregated account (the “Tax Account”) as adequate protection for the secured claims of the Local Texas Tax Authorities or paid to the Local Texas Tax Authorities prior to the distribution of any proceeds to any other creditor. The liens asserted by the Local Texas Tax Authorities (the “Tax Liens”) shall attach to the Tax Account to the same extent and with the same priority as the liens the Local Texas Tax Authorities assert against such assets of the Debtors. The Tax Account shall be maintained solely for the purpose of providing adequate protection for the Tax Liens prior to the distribution of any proceeds to any other creditor and shall constitute neither the allowance of the claims of the Local Texas Tax Authorities, nor a floor or cap on the amounts the Local Texas Tax Authorities may be entitled to receive. All parties' rights to object to the priority, validity, amount, and extent of any claims and Tax Liens asserted by the Local Texas Tax Authorities are fully preserved. Funds in the Tax Account may be distributed upon agreement between the Local Texas Tax Authorities and the Debtors, with the consent of the DIP Agent, or by subsequent order of the Court, duly noticed to the Local Texas Tax Authorities, and the DIP Agent. 6. Nothing in the Motion or 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, 4 RLF1 24553635v.1 Case 20-13076-BLS Doc 260 Filed 01/04/21 Page 5 of 6 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.
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