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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : In re: : Chapter 11 : 1 Case No. 20-13076 (BLS) FHC HOLDINGS CORPORATION, et al., : : Debtors. : Jointly Administered : : Re: D.I. 45, 295, 384 ------x TWENTY-FIRST OMNIBUS ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION WITH SALE ORDER AND GRANTING RELATED RELIEF

Upon consideration of the Motion of Debtors for Entry of Orders (I)(A) Approving Bidding

Procedures for Sale of Substantially All of the Debtors’ Assets, (B) Approving Stalking Horse Bid

Protections, (C) Scheduling Auction for, and Hearing to Approve, Sale of Substantially All of the

Debtors’ Assets, (D) Approving Form and Manner of Notices of Sale, Auction and Sale Hearing,

(E) Approving Assumption and Assignment Procedures and (F) Granting Related Relief and

(II)(A) Approving Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens,

Claims, Interests and Encumbrances, (B) Approving Assumption and Assignment of Executory

Contracts and Unexpired Leases and (C) Granting Related Relief [D.I. 45] (the “Motion”)2 filed by FHC Holdings Corporation (f/k/a Francesca’s Holdings Corporation) and its affiliated debtors

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. 2 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to them in the Sale Order or the Purchase Agreement, as applicable.

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and debtors in possession (collectively, the “Debtors”); and the Court having entered the Order

(A) Approving the Purchase Agreement; (B) Authorizing the Sale of Substantially All of the

Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; (C) Authorizing

the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (D)

Granting Related Relief [D.I. 384] (the “Sale Order”); and the Sale Order and the Purchase

Agreement having contemplated and approved the subsequent submission, under certification of

counsel, of applicable orders approving the assumption and assignment of certain executory

contracts and unexpired leases under certain circumstances; and the Court having jurisdiction over

this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference

from the United States District Court for the District of Delaware dated as of February 29, 2012;

and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)

and that the Court may enter an order consistent with Article III of the United States Constitution;

and the Court having found that venue of this proceeding is proper pursuant to 28 U.S.C. § 1408

and 1409; and the Court having found that the statutory basis for the relief granted in this order

(this “Omnibus Assumption and Assignment Order”) are (i) sections 105, 363, 365, 503, and

541 of title 11 of the United States Code (the “Bankruptcy Code”), (ii) rules 2002, 4001, 6004,

6006, 9007, 9008, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and (iii) Local Rules 2002-1 and 6004-1; and the Court having found that entry of this

Omnibus Assumption and Assignment Order, submitted under certification of counsel, is appropriate under the terms of the Sale Order and the Purchase Agreement, and no other or further notice is required; and after due deliberation thereon and for good cause having been shown, the

Court finds that the entry of this Omnibus Assumption and Assignment Order and granting the relief set forth herein is consistent with the Sale Order and is in the best interests of the Debtors,

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their estates, their creditors, and all other parties in interest.

IT IS HEREBY FOUND AND DETERMINED THAT:

A. Assumed Contracts and Assumed Leases. Each of the Retained Contracts set forth

on Schedule 1 attached hereto (as amended, collectively, the “Assumed Contracts and Assumed

Leases”) has been designated by the Acquisition Buyer (as contemplated by Section 1.5(a) of the

Purchase Agreement) as an “Assumed Contract” or “Assumed Lease” (as applicable and as defined in the Purchase Agreement), subject to the Master Agreement Regarding Modification of Existing

Leases entered into by and between , L.P., on behalf of itself, its parent, subsidiaries and affiliates, as “Landlord”, and Francesca’s Operations, Inc., as “Tenant”, as assignee of Francesca’s Collections, Inc. (collectively, the “Amendment”) to be assumed by the

Debtors and assigned to Acquisition Buyer’s affiliate, Francesca’s Operations, Inc. (“Assignee”),

in accordance with the Sale Order, the Purchase Agreement and this Omnibus Assumption and

Assignment Order.

B. Assumption and Assignment of Contracts. With respect to the Assumed Contracts

and Assumed Leases, the Debtors and Assignee have, to the extent necessary, satisfied the

requirements of section 365 of the Bankruptcy Code, including, without limitation, sections

365(b)(1)(A), 365(b)(1)(B), and 365(f) of the Bankruptcy Code, in connection with the Sale and

the assumption and assignment of the Assumed Contracts and Assumed Leases, and Assignee has

demonstrated adequate assurance of future performance with respect to the Assumed Contracts

and Assumed Leases pursuant to section 365(b)(1)(C) of the Bankruptcy Code, and the assumption

and assignment of the Assumed Contracts and Assumed Leases pursuant to the terms of this

Omnibus Assumption and Assignment Order is integral to the Purchase Agreement and is in the

best interests of the Debtors, their estates, their creditors, and other parties in interest, and

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represents the exercise of sound and prudent business judgment by the Debtors.

C. Cure Payments and Adequate Assurance. Pursuant to the Bankruptcy Code, the

Assumed Contracts and Assumed Leases are assignable notwithstanding any provisions contained

therein to the contrary or providing for the termination thereof upon assignment or the insolvency

or commencement of the Bankruptcy Case. The Debtors and Assignee, on behalf of the Debtors,

have provided for payment of appropriate or agreed upon Cure Amounts and/or other payments or

actions required for the Debtors to assume and assign the Assumed Contracts and Assumed Leases

to Assignee as set forth herein or as may be set forth in the Amendment.

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED

THAT:

1. The relief requested in the Motion with respect to the assumption and assignment

of the Assumed Contracts and Assumed Leases is GRANTED to the extent set forth herein.

2. Objections Overruled. All objections raised by any non-Debtor Counterparty to the

Assumed Contracts and Assumed Leases that have not been withdrawn, waived, or settled, and all reservations of rights included therein, are overruled and denied on the merits with prejudice with respect to such non-Debtor Counterparty.

3. Prior Findings and Conclusions Incorporated. The Court’s findings of fact and

conclusions of law set forth in the Sale Order are incorporated herein by reference.

4. Authorization for Assumption and Assignment of Assumed Contracts and

Assumed Leases. Except as otherwise provided herein, the Debtors are hereby authorized, in

accordance with sections 105(a) and 365 of the Bankruptcy Code, to assume and assign the

Assumed Contracts and Assumed Leases to Assignee free and clear of all Liens-Claims-

Encumbrances-Interests, and to execute and deliver to Assignee such documents or other

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instruments as may be reasonably necessary to assign and transfer the Assumed Contracts and

Assumed Leases to Assignee, as provided in the Purchase Agreement, the Sale Order and this

Omnibus Assumption and Assignment Order.

5. Consent to Assumption and Assignment. All non-Debtor Counterparties to each

Assumed Contract or Assumed Lease shall be deemed to have consented to such assignment under

section 365(c)(1) of the Bankruptcy Code, section 365(e)(2) of the Bankruptcy Code, or otherwise,

and Assignee shall enjoy all of the rights and benefits under each such Assumed Contract or

Assumed Lease as of the applicable effective date of assumption and assignment without the

necessity of obtaining such Person’s written consent to the assumption or assignment of such

Assumed Contract or Assumed Lease.

6. Effective Date of Assumption and Assignment. Pursuant to this Omnibus

Assumption and Assignment Order, the Assumed Contracts and Assumed Leases shall be assumed

by the Debtors and assigned to Assignee effective as of the date that this Omnibus Assumption and Assignment Order is entered.

7. Cure Amounts. The mutually agreed Cure Amount for each Assumed Contract and

Assumed Lease as set forth on Schedule 1 attached hereto, if any, shall be paid by the Debtors in

full, final, and complete satisfaction of any and all obligations that the Debtors have to pay any

Cure Amounts or other claims for the payment of December rent, including Stub Rent (as defined

in the DIP Order), on account of the Assumed Contract and Assumed Leases. The payment of any

Cure Amount in the amount listed on Schedule 1 attached hereto, or the fact that the Cure Amount

is $0.00, shall be deemed to be in full satisfaction of and cure all defaults (as that concept is

contemplated by section 365 of the Bankruptcy Code) under each Assumed Contract and Assumed

Lease necessary to effectuate the assumption by the Debtors and the assignment to Assignee of

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each such Assumed Contract or Assumed Lease pursuant to section 365 of the Bankruptcy Code, and, upon payment of the Cure Amounts in accordance with this Omnibus Assumption and

Assignment Order, such Assumed Contracts and Assumed Leases shall be deemed to be in full force and effect, free of default for such purposes. The Cure Amounts listed on Schedule 1 attached hereto have been and shall be deemed to be finally determined, and each non-Debtor

Counterparty to an Assumed Contract and Assumed Lease shall be prohibited, barred, and estopped from challenging, objecting to, or denying the validity and finality of the Cure Amount at any time. Upon the payment of the applicable Cure Amount, each non-Debtor Counterparty to an Assumed Contract or Assumed Lease is forever prohibited, barred, and estopped from asserting against the Debtors, Acquisition Buyer and its Affiliates (including Assignee), or their successors or assigns, or the property of any of them, any default existing as of the entry of this Omnibus

Assumption and Assignment Order; provided, however, that the Debtors shall remain liable solely to the extent of any available insurance coverage with respect to third-party claims asserted in connection with the Debtors’ use and occupancy of the premises subject to such Assumed Lease with regard to events that occurred prior to the effective date of assumption and assignment to

Assignee.

8. Notwithstanding anything to the contrary in the Motion, the Purchase Agreement, the Sale Order, or this Omnibus Assumption and Assignment Order to the contrary, from and after the assumption and assignment to Assignee of such Assumed Contract or Assumed Lease in accordance with this Omnibus Assumption and Assignment Order, Assignee shall comply with the terms of each Assumed Contract and Assumed Lease in its entirety (as may be modified in any agreement with the applicable non-Debtor Counterparty to such Assumed Contract or Assumed

Lease), including, without limitation, in the case of each Assumed Contract or Assumed Lease,

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any indemnification obligations expressly contained in such Assumed Contract or Assumed Lease

(including with respect to third party claims asserted in connection with the Debtors’ use and occupancy of the premises subject to such Assumed Lease with regard to events that occurred before the effective date of assumption and assignment to Assignee but that were not known to the applicable non-Debtor Counterparty as of such date) and any accrued rent, common area maintenance, insurance, taxes, or similar charges billed expressly contained in such Assumed

Lease (as may be modified in any agreement with the applicable non-Debtor Counterparty to such

Assumed Lease) that will come due after the effective date of assumption and assignment to

Assignee of such Assumed Lease, as applicable, regardless of when accrued.

9. Assumption and Assignment Order Binds Successors. The terms of this Omnibus

Assumption and Assignment Order shall be binding in all respects upon: (a) the Acquisition Buyer,

its Affiliates, and its successors and assigns, including, without limitation, Assignee; (b) Agent

and its Affiliates; (c) the Debtors and their Affiliates; (d) successors of the Debtors, including,

without limitation, any trustee or examiner appointed in any Bankruptcy Case or upon a conversion

of any Bankruptcy Case to proceedings under chapter 7 of the Bankruptcy Code; (e) all known

and unknown creditors of, and holders of equity interests in, the Debtors, including, without

limitation, any holders of Liens-Claims-Encumbrances-Interests; (f) all non-Debtor Counterparties

to the Assumed Contracts and Assumed Leases; (g) governmental units (as defined in section

101(27) of the Bankruptcy Code); and (h) all other parties in interest in the Bankruptcy Case and

their successors and assigns. This Omnibus Assumption and Assignment Order shall survive any

dismissal of the Bankruptcy Case notwithstanding section 349 of the Bankruptcy Code.

10. Order Is Effective Immediately. Notwithstanding the provisions of Bankruptcy

Rule 6006(d), this Omnibus Assumption and Assignment Order shall be effective immediately

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upon entry.

11. Jurisdiction. The Court retains jurisdiction over all matters arising from or related to the implementation or interpretation of this Omnibus Assumption and Assignment Order.

Dated: July 1st, 2021 BRENDAN L. SHANNON Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE

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Schedule 1

Assumed Contracts and Assumed Leases

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Landlord’s Property Property Name Tenant’s Store Cure Amount Number Number 0145 636 $13,480.38 0302 256 $10,604.80 0552 295 $8,816.93 0732 324 $8,250.53 1116 Fashion Ctr at Pentagon City 245 $14,766.19 1308 374 $6,286.69 1325 327 $9,682.45 1540 235 $12,019.56 2307 386 $6,270.58 2318 438 $7,964.71 2324 637 $6,764.86 2546 Mall 230 $14,446.23 3107 271 $13,160.85 3632 243 $16,509.41 4536 White Oaks Mall 323 $6,354.84 4645 Fashion Valley 212 $15,482.74 4666 169 $12,638.59 4670 Orland Square 286 $11,999.10 4674 310 $10,291.26 4693 St. Johns Town Center 1 605 $13,378.47 4696 289 $9,394.22 4781 505 $8,852.32 4812 270 $5,991.66 4822 Burlington Mall 551 $16,930.74 4825 168 $10,136.02 4832 242 $9,116.67 4835 161 $9,973.79 4838 170 $13,385.75 4839 Town Center at Boca Raton 275 $17,036.90 4841 225 $14,805.78 4852 308 $9,235.03 4919 241 $9,210.68 4927 The Mall of New Hampshire 409 $9,143.88 5037 670 $17,740.02 5054 University Park Village 7 $8,234.26 5207 2024 $10,320.43 5221 2048 $13,019.81 5243 228 $8,203.66 1 RLF1 25601242v.1

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Landlord’s Property Property Name Tenant’s Store Cure Amount Number Number 5248 121 $12,267.29 5255 216 $8,204.06 5261 Stoneridge 305 $11,488.39 5424 The Shops at Clearfork 671 $8,566.61 7603 120 $11,284.03 7604 264 $9,919.12 7605 SouthPark 125 $11,630.21 7607 126 $11,328.96 7621 Houston Galleria 653 $27,748.13 7703 King of Prussia The Plaza 518 $17,103.42 7710 Montgomery Mall 399 $7,569.77 7711/ 7712 / Lehigh 501 $11,849.29 Valley Electric 7845 Aurora Farms Premium Outlets 2092 $7,781.26 7848 Allen Premium Outlets 2067 $10,228.21 7850 Clinton Crossing Prem Outlets 2091 $11,934.71 7852 The Crossings Premium Outlets 2087 $7,852.20 7859 Jersey Shore Premium Outlet 2010 $13,540.63 7865 Leesburg Premium Outlets 2085 $10,867.53 7876 Philadelphia Premium Outlets 2027 $9,991.56 7878 Round Rock Premium Outlets 2073 $9,908.60 7889 Wrentham Village Prem Outlets 2082 $12,739.56 7909 Houston Premium Outlets 2001 $16,250.02 7924 Cincinnati Premium Outlets 2078 $9,139.91 7967 Grove City Premium Outlets 2090 $7,415.59 7976 Orlando Intl Prem Outlets 2069 $22,665.88 7979 Pleasant Prairie Prem Outlets 2086 $10,058.43 7982 San Marcos Premium Outlets 2003 $9,557.46 7985 Williamsburg Premium Outlets 2077 $8,023.22 8008 St. Louis Premium Outlets 2076 $8,705.41 8009 Silver Sands Prem Outlets I 2074 $8,602.90 8038 Gloucester Premium Outlets 2029 $9,718.79 8041 Charlotte Premium Outlets 2009 $8,828.16 8056 Twin Cities Premium Outlets 2013 $9,234.26 8063 2055 $9,401.57 8099 333 $6,981.67 8700 141 $8,226.05 9570 252 $9,182.04

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Landlord’s Property Property Name Tenant’s Store Cure Amount Number Number 9690 Tyrone Square 506 $7,916.78 9710 329 $8,648.38 9896 302 $7,356.93

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