IN THE UNITED STATES BANKRUPTCY COURT FOR THE ......ATTACHED THERETO TO DETERMINE WHETHER THE MOTION AFFECTS THEIR LEASE(S). Case 20-13076 Doc 10 Filed 12/04/20 Page 1 of 14 2 RLF1

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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In re: FRANCESCA’S HOLDINGS CORPORATION, et al.,1

Debtors.

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Chapter 11

Case No. 20-13076 (___)

Joint Administration Requested

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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

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.

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 DETERMINE WHETHER THE MOTION AFFECTS THEIR LEASE(S).

Case 20-13076 Doc 10 Filed 12/04/20 Page 1 of 14

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(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.

[Remainder of page intentionally left blank.]


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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 - and - 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

Case 20-13076 Doc 10-1 Filed 12/04/20 Page 1 of 21

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Debtors.

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Chapter 11

Case No. 20-13076 (___)


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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

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 Interim Order have the meanings used in the Motion.


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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


4 RLF1 24406143v.1

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).


5 RLF1 24406143v.1

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.


RLF1 24406143v.1

Exhibit 1

Rejected Leases

COUNTERPARTY-LANDLORD

AND ADDRESS DEBTOR PROPERTY ADDRESS

REJECTION DATE

1. Regency Centers, L.P. 3700 Buffalo Speedway Suite 560 Attention to: Property Management Houston, TX 77098

FCI Woodway Village 1391 South Voss Road Houston, TX 77057

Nunc pro tunc to the Petition Date

2. CPUS Mockingbird, LP 200 Park Avenue Suite 2001 c/o CBRE Global Investors, LLC New York, NY 10166

FCI Mockingbird Station 5307 E Mockingbird Ln 105 Dallas, TX 75206


3. BRE Throne Preston Park LLC 450 Lexington Avenue 13th Floor Attention to: General Counsel Care of: Brixmor Property Group New York, NY 10170

FCI Preston Park 1900 Preston Rd. 203 Plano, TX 75093


4. Wilson Canal Place II, LLC 535 Madison Avenue 6th Floor Attn: Mark Tutun c/o O'Connor Property Management LLC New York, NY 10022

FCI Canal Place 333 Canal St New Orleans, LA 70130


5. Andre and Elke Parra 2145 N. Bissell Attention to: Charles D. Mangum Chicago, IL 66014

FCI 2012 N Halsted Ave 2012 N Halsted Ave Chicago, IL 60614


6. Khedr Belmont Shores LLC 1242 Third Street Promenade Suite 206 Santa Monica, CA 90401

FCI East 2nd Street 5257 E 2nd St Long Beach, CA 90803


7. Prisa Arbor Lakes LLC 180 North Stetson Ave. Suite 3275 Attention to: Legal Department Care of: Prudential Real Estate Investors Chicago, IL 60601

FCI The Shoppes at Arbor Lakes 12121 Elm Creek Blvd N Maple Grove, MN 55369


8. G&I VII Retail Carriage LLC 220 East 42nd Street 27th Floor Attention to: John Kopans New York, NY 10017

FCI The Avenue @ Carriage Crossing 4610 Merchant's Park Cir 557 Collierville, TN 38017


9. Hart TC I-III, LLC 2200 Magnolia Street South Suite 101 Attention to: General Counsel Care of: Bayer Properties, L.L.C. Birmingham, AL 35205

FCI The Pinnacle at Turkey Creek 11347 Parkside Ave Knoxville, TN 37934



2 RLF1 24406143v.1



REJECTION DATE

10. Allied Development of Alabama 84 Modular Ave Commack, NY 11725

FCI Eastern Shore Centre 30500 State Hwy 181 313 Spanish Fort, AL 36527


11. Southlands TC LLC 20 South Clark Street Suite 3000 Attn: Mr. Marc R. Wilkow, President Care Of: M & J Wilkow Properties, LLC Chicago, IL 60603

FCI Southlands SC 6235 S Main St 108 Aurora, CO 80016


12. Inland National Real Estate Services, LLC 2901 Butterfield Road Bldg. 75018 Attention to: Director of Property Management Oak Brook, IL 60523

FCI Midtowne 207 N University Ave 180 Little Rock, AR 72205


13. L&B DEPP Inwood Village, L.P. 5730 W. Lovers Lane Suite 326 Attention to: Property Manager Care of: Institutional Property Managers, Inc. Dallas, TX 75209

FCI Inwood Village 5330 West Lover's Lane 112 Dallas, TX 75209


14. Madison Marquette BELL TOWER SHOPS, LLC 670 Water Street, SW Attention to: Chief Financial Officer Washington, DC 20024

FCI The Bell Tower SC 13499 US 41 SE Fort Myers, FL 33907


15. 3333, L.L.C. 1219 Antonine Street Care of: Keith Adler New Orleans, LA 70115

FCI 3333 Magazine Street 3333 Magazine Street New Orleans, LA 70115


16. Renaissance at Colony Park, LLC 125 S. Congress Street Suite 1800 Attention to: Andrew Mattiace Jackson, MS 39201

FCI Renaissance at Colony Park 1000 Highland Colony Pkwy 1012 Ridgeland, MS 39157


17. Mizner Park LLC 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Chicago, IL 60654

FCI Mizner Park SC 322 Plaza Real Boca Raton, FL 33432


18. Sy Casa Paloma LLC 150 Pelican Way Suite 300 Attention to: Linda Lucas Care of: SyWest Development LLC San Rafael, CA 94901

FCI Casa Paloma 7131 West Ray Road 26 Chandler, AZ 85226



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REJECTION DATE

19. CITYPLACE RETAIL, L.L.C. 60 Columbus Circle 19th Floor Care of: Related Urban Management Company New York, NY 10023

FCI Rosemary Square 701 S Rosemary Ave 157 West Palm Beach, FL 33401


20. SAINT LOUIS GALLERIA 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: SAINT LOUIS GALLERIA L.L.C. Chicago, IL 60654

FCI Saint Louis Galleria 1155 St. Louis Galleria 1162 Saint Louis, MO 63117


21. CPT Peachtree Forum I, LLC 2200 Magnolia Ave. South Suite 101 Attention to: General Counsel Care of: Bayer Properties, L.L.C. Birmingham, AL 35205

FCI The Forum on Peachtree Parkway 5165 Peachtree Pkwy 235 Norcross, GA 30092


22. ABQ Uptown, LLC 225 W. Washington St. Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI ABQ Uptown 2261 Q Street Albuquerque, NM 87110


23. Bayshore Shopping Center Property Owner LLC 8144 Walnut Hill Lane Suite 1200 Care of: Cypress Equities Managed Services, L.P. Dallas, TX 75231

FCI Bayshore Town Center 5709 N Centerpark Way Glendale, WI 53217


24. Avenues Mall, LLC 225 West Washington Street Care of: M.S. Management Associates, Inc. Indianapolis, IN 46204

FCI The Avenues 10300 Southside Blvd. 1490B Jacksonville, FL 32256


25. KEYSTONE PROPERTY HOLDING CORP. 535 Madison Ave 6th Floor c/o O'Connor Partners New York, NY 10022

FCI Galleria at Fort Lauderdale 2414 E. Sunrise Blvd. Fort Lauderdale, FL 33304


26. SRMF Town Square Owner LLC 1 East Wacker Drive Suite 3110 Attention to: George Manojlovic Care of: Fairbourne Properties. LLC Chicago, IL 60601

FCI Town Square Las Vegas 6593 Las Vegas Blvd South 167 Las Vegas, NV 89119



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REJECTION DATE

27. Westcoast Estates 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: Northbrook Court Chicago, IL 60654

FCI Northbrook Court 2171 Northbrook Court Northbrook, IL 60062


28. FEDERAL REALTY INVESTMENT TRUST 909 Rose Avenue Suite 200 Attention to: Legal Department North Bethesda, MD 20852

FCI Barracks Road Shopping Center 1127A Emmet St. Charlottesville, VA 22903


29. Stonestown Shopping Center, L.P. 350 N. Orleans St. Suite 300 Attention to: Attn: Law/Lease Administration Department Care of: Stonestown Galleria Chicago, IL 60654

FCI Stonestown Galleria 3251 20th Avenue San Francisco, CA 94132


30. JORDAN CREEK TOWN CENTER, LLC 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: Jordan Creek Town Center Chicago, IL 60654

FCI Jordan Creek Town Center 101 Jordan Creek Pkwy 11172 West Des Moines, IA 50266


31. WATER TOWER LLC 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: WATER TOWER PLACE Chicago, IL 60654

FCI Water Tower Place 835 N Michigan Avenue Chicago, IL 60611


32. WEST TOWN MALL, LLC 225 West Washington Street Care of: M.S. Management Associates INC. Indianapolis, IN 46204

FCI West Town Mall 7600 Kingston Pike 1544 A Knoxville, TN 37932


33. WEA Southcenter LLC 2049 Century Park East 41st Floor Attention to: Legal Department Los Angeles, CA 90067

FCI Southcenter 611 Southcenter Mall Seattle, WA 98188


34. MALL AT MIAMI INTERNATIONAL, LLC 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Miami International Mall 1455 Northwest 107th Avenue 144 Doral, FL 33172



5 RLF1 24406143v.1



REJECTION DATE

35. CIRCLE CENTRE MALL LLC 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Circle Centre Mall 49 West Maryland Street E-16 Indianapolis, IN 46204


36. Baltimore Center Associates Limited Partnership 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: The Gallery at Harborplace Chicago, IL 60654

FCI The Gallery at Harborplace 200 East Pratt Street Baltimore, MD 21202


37. RB-3 ASSOCIATES 7978 Cooper Creek Blvd. Suite 100 University Park, FL 34201

FCI The Orchard 4005 North Buffalo Road Orchard Park, NY 14127


38. GGP Staten Island Mall, LLC 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: Staten Island Mall - Phase II Chicago, IL 60654

FCI Staten Island Mall 2655 Richmond Avenue Staten Island, NY 10314


39. CORAL-CS/LTD. ASSOCIATES 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Coral Square 9469 W. Atlantic Blvd. 9097 A Coral Springs, FL 33071


40. MALL AT SOLOMON POND, LLC 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Solomon Pond Mall 601 Donald J Lynch Boulevard N247 Marlborough, MA 1752


41. FLORIDA MALL ASSOCIATES, LTD. 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Florida Mall 8001 S. Orange Blossom Trail 356 Orlando, FL 32809


42. Blackhawk CenterCal, LLC c/o Ramanujan Group, LLC 520 Newport Center Drive Suite 480 Newport Beach, CA 92660

FCI Blackhawk Plaza 3400 Blackhawk Plaza Cir Danville, CA 94506


43. RIVERSIDE SQUARE LIMITED PARTNERSHIP 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI The Shops at Riverside One Riverside Square 240 Hackensack, NJ 7601



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REJECTION DATE

44. St. Claim Square SPE, LLC c/o CBL & Associates Management, Inc. CBL Center, Ste 500 2030 Hamilton Place Blvd Chattanooga, TN 37421-6000

FCI St. Clair Square 151 St. Clair Square Fairview Heights, IL 62208


45. Mainplace Shoppingtown, LLC 2800 N. Main Street Suite 775 Santa Ana, CA 92705

FCI Westfield Mainplace 2800 N. Main Street 348 Santa Ana, CA 92705


46. CBL/Monroeville, L.P. 2030 Hamilton Place Blvd. CBL Center - Suite 500 Chattanooga, TN 37421

FCI Monroeville Mall 225 A Monroeville Mall Monroeville, PA 15146


47. BRIARWOOD LLC 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Briarwood 264 Briarwood Circle G-106 Ann Arbor, MI 48108


48. SOUTHDALE LIMITED PARTNERSHIP 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Southdale Center 10 Southdale Center 1750 Edina, MN 55435


49. CBL & Associates Management, Inc. CBL Center, Ste 500 2030 Hamilton Place Blvd Chattanooga, TN 37421-6000

FCI South County Mall 18 South County Centerway Saint Louis, MO 63129


50. MacArthur Shopping Center LLC 200 East Long Lake Road P.O. Box 200 Bloomfield Hills, MI 48303

FCI MacArthur Center 300 Monticello Avenue 285 Norfolk, VA 23510


51. Eklecco Newco LLC c/o Pyramid Management Group, LLC The Clinton Exchange 4 Clinton Square Attention to: General Counsel Syracuse, NY 13202

FCI Palisades Center 2671 Palisades Center Drive West Nyack, NY 10994


52. S.F. Centre Limited Partnership 11601 Wilshire Blvd. 11th Floor Los Angeles, CA 90025

FCI San Francisco Centre 865 Market Street 212 San Francisco, CA 94103


53. TUTTLE CROSSING ASSOCIATES II LLC 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Tuttle Crossing 5043 Tuttle Crossing Boulevard 163 Dublin, OH 43016



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REJECTION DATE

54. Hawthorn, L.P. 8750 N. Central Expressway Suite 1740 Attn to: Chief Operating Officer c/o Centennial Real Estate Dallas, TX 75231

FCI Hawthorne 122 Hawthorn Center 405 Vernon Hills, IL 60061


55. Augusta Mall, LLC 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: Augusta Mall Chicago, IL 60654

FCI Augusta Mall 3450 Wrightsboro Road Augusta, GA 30909


56. US Bank 3000 Charleston Town Center Attention to: Frank Salucci, Senior Real Estate Manager Care of: CBRE, Inc. Charleston, WV 25389

FCI Charleston Town Center 3000 Charleston Town Center 1019 Charleston, WV 25389


57. Simon Property Group, L.P. 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI College Mall 2894 East 3rd Street Bloomington, IN 47401


58. Mayflower Emerald Square, LLC 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Emerald Square 999 South Washington Street North Attleboro, MA 2760


59. Lincoln Plaza Center, L.P. 225 West Washington Street Care of: Kravco Simon Company Indianapolis, IN 46204

FCI Oxford Valley Mall 2300 East Lincoln Highway Langhorne, PA 19047


60. PR EXTON SQUARE PROPERTY, L.P. One Commerce Square 2005 Market Street, Suite 1000 Attention: General Counsel c/o PREIT Services, LLC Philadelphia, PA 19103

FCI Exton Square Mall 260 Exton Square Parkway Exton, PA 19341


61. Kamil Property Management, LLC 216 N. Lee St. Alexandria, VA 22314

FCI 631 King Street 631 King Street Alexandria, VA 22314


62. Midland Park Mall, L.P. 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Midland Park Mall 4511 North Midkiff Road Midland, TX 79705



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REJECTION DATE

63. Livingston Mall Venture 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Livingston Mall 112 Eisenhower Parkway 1015 B Livingston, NJ 7039


64. MALL AT GREAT LAKES, LLC 180 East Broad Street Attention to: General Counsel Care of: WP Glimcher Columbus, OH 43215

FCI Great Lakes Mall 7850 Mentor Avenue Mentor, OH 44060


65. The Shops at Northcreek, LLC 200 Fillmore St. Suite 400 Denver, CO 80206

FCI E. 2nd Street 2800 E. 2nd Ave 106 Denver, CO 80206


66. Peoria New Mall, LLC 5201 W War Memorial Dr Peoria, IL 61615

FCI Shoppes at Grand Prairie 5201 W. War Memorial Drive Peoria, IL 61615


67. SRP Property Management, LLC 11601 Wilshire Blvd. 11th Floor Los Angeles, CA 90025

FCI Franklin Park 5001 Monroe Street Toledo, OH 43623


68. Macerich Fresno Limited Partnership 401 Wilshire Boulevard, Suite 700 P.O. Box 2172 Attn to: Legal Department Santa Monica, CA 90407

FCI Fresno Fashion Fair 685 e. Shaw Avenue Fresno, CA 93710


69. Elwood 522 Hartz, LLC 500 La Gonda Way Suite 295 Attention to: Bradley N. Blake Danville, CA 94526

FCI 522 Hartz Avenue 522 Hartz Ave A Danville, CA 94526


70. MS Management Associates Inc. 225 West Washington Street Care of: Mall at Northshore, LLC Indianapolis, IN 46204

FCI Northshore Mall 210 Andover St Peabody, MA 1960


71. CEP Town & Country Investors LLC 855 El Camino Real #333 Attention to: General Manager c/o Management Office Palo Alto, CA 94301

FCI Town and Country Shopping Center 855 El Camino Real Palo Alto, CA 94301


72. BRVC Owner, LLC 14400 South John Humphrey Dr., Ste 200 c/o Edwards Realty Company Orland Park IL 60462

FCI Burr Ridge 580 Village Center Drive Burr Ridge, IL 60527


73. Cross Creek Mall SPE, L.P. 2030 Hamilton Place Blvd. CBL Center - Suite 500 Chattanooga, TN 37421

FCI Cross Creek Mall 715 Cross Creek Mall Fayetteville, NC 28303



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REJECTION DATE

74. Auburn Mall, LLC c/o Hull Storey Retail Group, LLC 1190 Interstate Parkway Attention to: James M. Hull Care of: Legal Department Augusta, GA 30909

FCI Village Mall 1627 Opelika Road 26 Auburn, AL 36830


75. Southern Park Mall, LLC 180 East Broad Street Attention to: General Counsel Care of: WP Glimcher Columbus, OH 43215

FCI Southern Park Mall 7401 Market Street Youngstown, OH 44512


76. Meriden Realty LLC 150 Great Neck Road Suite 304 c/o Namco Realty LLC Great Neck, NY 11021

FCI Meriden Mall 470 Lewis Ave 72 Meriden, CT 6451


77. Westland South Shore Mall, L.P. 2049 Century Park East 41st Floor Los Angeles, CA 90067

FCI South Shore Mall 1701 Sunrise Hwy M70 Bay Shore, NY 11706


78. Lindale Mall, LLC 180 East Broad St. Columbus, OH 43215

FCI Lindale 4444 First Ave. Cedar Rapids, IA 52402


79. Cherryvale Mall, LLC 2030 Hamilton Place Blvd. CBL Center - Suite 500 Chattanooga, TN 37421

FCI Cherryvale Mall 7200 Harrison Ave 5F28 Rockford, IL 61112


80. Broward Mall LLC 2049 Century Park East 41st Floor Los Angeles, CA 90067

FCI Broward Mall 8000 W. Broward Blvd. 1707 Plantation, FL 33388


81. Seminole Mall Realty Holding, LLC 1010 Northern Boulevard Suite 212 c/o Kohan Retail Investment Group Great Neck, NY 11021

FCI Seminole Town Center 132 Towne Center Circle Sanford, FL 32771


82. Streets of Tanasbourne, LLC 19350 NW Emma Way c/o Jones Lang LaSalle Americas, Inc. Hillsboro, OR 97124

FCI Streets of Tanasbourne 2095 NE Allie Ave Hillsboro, OR 97124


83. Trenholm Plaza (E&A), LLC 1221 Main Street Suite 1000 Attn to: Legal Department c/o Edens Limited Partnership Columbia, SC 29201

FCI Trenholm Plaza 4848 Forest Drive Columbia, SC 29206


84. Mayflowe Square One, LLC 225 West Washington St. c/o M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Square One Mall 1201 Broadway Saugus, MA 1906



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REJECTION DATE

85. Dover Mall, LLC 225 West Washington St. c/o M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Dover Mall 1365 N. Dupont Hwy. Dover, DE 19901


86. Southern Hills Mall 8080 Park Lane Suite 800 Care of: CBRE, Inc. Dallas, TX 75231

FCI Southern Hills Mall 4400 Sergeant Rd. Sioux City, IA 51106


87. Moorestown Mall LLC 200 South Broad St. The Bellevue, Third Floor Attn to: Director, Legal c/o PREIT Services, LLC Philadelphia, PA 19102

FCI Moorestown Mall 400 Route 38 Space 1315 Moorestown, NJ 8057


88. Fox Valley Mall LLC 8750 N. Central Expressway Suite 1740 Dallas, TX 75231

FCI Fox Valley 195 Fox Valley Center Drive Aurora, IL 60504


89. SOCM I LLC 130 Vantis Suite 200 Attention to: Legal Department Care of: Shea Properties Aliso Viego, CA 92656

FCI The Collection at River Park 591 Town Center Drive 3060 Oxnard, CA 93036


90. Genesee Mall Realty LLC 3341 South Lindon Road Flint, MI 48507

FCI Genessee Valley Mall 3341 South Linden Rd 1005 Flint, MI 48507


91. Mid Rivers Mall CMBS, LLC 2030 Hamilton Place Boulevard CBL Center, Suite 500 Chattanooga, TN 37421

FCI Mid Rivers Mall 1240 Mid Rivers Mall Saint Peters, MO 63376


92. Arbor Place II, LLC 2030 Hamilton Place Boulevard CBL Center, Suite 500 Chattanooga, TN 37421

FCI Arbor Place Mall 6700 Douglas Blvd 2085 Douglasville, GA 30135


93. Belmar Mainstreet Holdings I, LLC 7337 W. Alaska Drive Suite 200 Attention to: Lary Herkal Lakewood, CO 80226

FCI Belmar 386 South Teller Street Lakewood, CO 80226


94. Sherman Oaks Fashion Associates, LP 2049 Century Park East 41st Floor Los Angeles, CA 90067

FCI Fashion Square Mall 14006 Riverside Dr 211 Sherman Oaks, CA 91423


95. EMI Santa Rosa Limited Partnership 225 West Washington Street Care of: M.S. Management Associates Inc. Indianapolis, IN 46204

FCI Santa Rosa Plaza 1071 Santa Rosa Plaza 2009C Santa Rosa, CA 95401



11 RLF1 24406143v.1



REJECTION DATE

96. Orange Park Mall, LLC 180 East Broad Street Attention to: General Counsel Care of: Washington Prime Group Columbus, OH 43215

FCI Orange Park Mall 1910 Wells Road H22A Orange Park, FL 32073


97. Weed-Sheffield, LLC 710 Robert York Ave Unit D c/o CRM Properties Group. Ltd Deerfield, IL 60015

FCI 1001 W. North Ave 1001 W. North Ave Chicago, IL 60642


98. 1143 Connecticut LLC 1200 New Hampshire Ave, NW Suite 555 Attention to: Richard F. Levin, Esq. Washington, DC 20036

FCI 1143 Connecticut Ave NW 1143 Connecticut Ave NW Washington, DC 20036


99. Duesenberg Investment Company, LLC 1800 Avenue of the Stars Suite 1400 Attention to: President Care of: Topa Management Company Los Angeles, CA 90067

FCI 1027 Westwood Blvd 1027 Westwood Blvd Los Angeles, CA 90024


100. 152 Montague Street CC LLC c/o The Clearstone Group 2365 Nostrand Ave., 2nd Fl Brooklyn, NY 11210

FCI 152 Montague Street 152 Montague Street Brooklyn, NY 11201


101. RPI TURTLE CREEK MALL, LLC c/o CBL & Associates Management, Inc. CBL Center, Ste 500 2030 Hamilton Place Blvd Chattanooga, TN 37421-6000

FCI Frontier Mall 1400 Dell Range Blvd. 21 Cheyenne, WY 82009


102. Sangertown Square L.L.C. Four Clinton Square The Clinton Exchange Attention to: Management Division Syracuse, NY 13202

FCI Sangertown Square 1 Sangertown Square E-11 New Hartford, NY 13413


103. Crystal Run Newco LLC The Clinton Exchange 4 Clinton Square Attention to: General Counsel Syracuse, NY 13202

FCI The Galleria at Crystal Run 1 N Galleria Dr. C-217 Middletown, NY 10941


104. Honey Creek Investments, LLC 4218 NE 2nd Ave. Attention to: General Counsel c/o Out of the Box Holdings, LLC Miami, FL 33137

FCI Honey Creek Mall 3401 South US Hwy 41 E-4 Terre Haute, IN 47802


105. Southlake Indiana LLC 2109 Southlake Mall Attention to: General Manager Merrillville, IN 46410

FCI Southlake Mall 2109 Southlake Mall CL344 Merrillville, IN 46410



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REJECTION DATE

106. Southwest Plaza L.L.C. 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Care of: Southwest Plaza Chicago, IL 60654

FCI Southwest Plaza 8501 W Bowles Ave. 2205 Littleton, CO 80123


107. HAP Property Owner, L.P. 410 Peachtree Parkway Suite 4165 Care of: Core Property MGMT, LLC Cumming, GA 30041

FCI Hamburg Pavilion 2308 Sir Barton Way 130 Lexington, KY 40509


108. Highland Court Oxford, LLC 2088 Old Taylor Road Attention to: David B. Blackburn Oxford, MS 38655

FCI Highland Court 1801 W. Jackson Avenue A-104 Oxford, MS 38655


109. Starbuck Capital II, L.L.C. and Ox Pond Capital, L.L.C. 1519 N. State Parkway #3 Chicago, IL 60610

FCI 5301 N. Clark 5301 N. Clark St. Chicago, IL 60640


110. Jefferson Mall CMBS, LLC 2030 Hamilton Place Blvd. CBL Center, Suite 500 Chattanooga, TN 37421

FCI Jefferson Mall 4801 Outer Loop C558 Louisville, KY 40219


111. Newpark Mall, LP 1114 Avenue of the Americas Suite 2800 Attention to: General Counsel New York, NY 10036

FCI Newpark Mall 2086 NewPark Mall 2041 Newark, CA 94560


112. MFC Beavercreek, LLC 180 East Broad St. 21st Floor c/o Washington Prime Group Columbus, OH 43215

FCI Mall at Fairfield Commons 2727 Fairfield Commons E271 Beavercreek, OH 45431


113. Providence Retail LLC 4700 Wilshire Blvd. Attention to: General Counsel Care of: CIM Investment Advisors, LLC Los Angeles, CA 90010

FCI Providence Marketplace 401 S. Mt. Juliet Rd. 565 Mount Juliet, TN 37122


114. Gregory T. Maloney, Receiver - Kitsap Mall 6365 Halcyon Way Ste. 970 Attention to: Retail Documents c/o Jones Lang LaSalle Americas, Inc. Alpharetta, GA 30005

FCI Kitsap Mall 10315 Silverdale Way A06 Silverdale, WA 98383


115. PR Patrick Henry LLC 200 South Broad Street The Bellevue, Third Floor Attention to: Director, Legal Care of: PREIT Services, LLC Philadelphia, PA 19102

FCI Patrick Henry Mall 12300 Jefferson Ave. 807 Newport News, VA 23602



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REJECTION DATE

116. Weingarten Realty Investors Attention to: General Counsel 2600 Citadel Plaza Drive Houston, TX 77008

FCI River Oaks Shopping Center 2022 West Gray Houston, TX 77019


117. TM Northlake Mall, L.P. One East Wacker Drive Suite 3700 Care of: Starwood Retail Partners, LLC Chicago, IL 60601

FCI Northlake Mall 6801 Northlake Mall Dr. 262 Charlotte, NC 28216


118. KRE BROADWAY OWNER, LLC 100 N. Pacific Coast Highway Suite 1925 Attention to: Managing Principal El Segundo, CA 90245

FCI Broadway Mall 358 Broadway Mall 482 Hicksville, NY 11801


119. The Hawthorne Buildings, LLC 642 State Street Suite F Attention to: Jill A. Severson Madison, WI 53703

FCI 644 State Street 644 State Street Madison, WI 53703


120. Carolina Square Project LP 191 Peachtree St. Suite 500 Attn: Corporate Secretary c/o Cousin Properties Incorporated Atlanta, GA 30303

FCI Carolina Square 133 W. Franklin St. 130 Chapel Hill, NC 27516


121. The Carafo Northwest Partnership 5577 Youngstown-Warren Road Niles, OH 44446

FCI South Hill Mall 3500 S. Meridian St. 245 Puyallup, WA 98373


122. Century City Mall, LLC 2049 Century Park East 41st Floor Attention to: Legal Department Los Angeles, CA 90067

FCI Century City 10250 Santa Monica Blvd. 2890 Los Angeles, CA 90067


123. Lincoln Park Hotel Propco LLC 1290 Avenue of the Americas Suite 914 Attn: General Counsel c/o Garrison Investment Group LP New York, NY 10104

FCI 654 West Diversey 654 West Diversey Chicago, IL 60614


124. Santa Fe Mall Property Owner LLC 112 Northern Concourse Attention to: Legal Department Care of: Spinoso Real Estate Group North Syracuse, NY 13212

FCI Santa Fe Place 4250 Cerrillos Road 1128 Santa Fe, NM 87507


125. GGP Northridge Fashion Center, LP 350 N. Orleans St. Suite 300 Attention to: Law/Lease Administration Department Care of: Northridge Fashion Center Chicago, IL 60654

FCI Northridge Fashion Center 9301 Tampa Ave. 169 Northridge, CA 91324



14 RLF1 24406143v.1



REJECTION DATE

126. FC Ballston Common, LLC 350 N. Orleans St. Suite 300 Chicago, IL 60654

FCI Ballston Quarter 4238 Wilson Boulevard 2140 Arlington, VA 22203


127. VF Mall LLC 2049 Century Park East 41st Floor Attention to: Legal Department Los Angeles, CA 90067

FCI Valley Fair 2855 Stevens Creek Blvd. 2224 Santa Clara, CA 95050


128. Southglenn Property Holdings, LLC 5750 DTC Parkway Suite 210 Attention to: Lease Administration Greenwood Village, CO 80111

FCI The Streets at SouthGlenn 6851 S. Gaylord B2-242 Centennial, CO 80122


129. RPAI San Antonio Huebner Oaks Limited Partnership 2021 Spring Road Suite 200 Attention to: SVP/Director of National Retail Leasing Services Care of: RPAI Southwest Management LLC Oak Brook, IL 60523

FCI Huebner Oaks 11745 I-10 West 727 San Antonio, TX 78230


130. MALL AT POTOMAC MILLS, LLC 225 West Washington Street Care of: M.S. Management Associates, Inc. Indianapolis, IN 46204

FCI Potomac Mills 2700 Potomac Mills Circle 908 Woodbridge, VA 22192


131. Tucson Premium Outlets, LLC 60 Columbia Road Bldg. B, 3rd Floor Care of: Simon Premium Outlets Morristown, NJ 07960

FCI Tucson Premium Outlets 6401 West Marana Center Blvd 832 Tucson, AZ 85742


132. Arundel Mills Limited Partnership 225 West Management Associates, Inc. Indianapolis, IN 46204

FCI Arundel Mills 7000 Arundel Mills Circle 465 Hanover, MD 21076


133. Northwood PL A L.P. 575 Fifth Avenue 23rd Floor Attention to: Brian Crittendon Care of: Northwood Investors New York, NY 10017

FCI Shops at Park Lane 8080 Park Lane Bldg A, Suite 135 Dallas, TX 75231


134. Glimcher Supermall Venture, LLC 180 E. Broad Street Floor 20 Columbus, OH 43215

FCI The Outlet Collection Seattle 1101 Outlet Collection Way 1133 Auburn, WA 98001


135. OBI Asset Holding CO, LLC 2100 W. 7th Street Attention to: Ms. Keri Kirrane Fort Worth, TX 76107

FCI The Outlets at Corpus Christi Bay 1223 Terry Shamsie Blvd. 411 Robstown, TX 78380



15 RLF1 24406143v.1



REJECTION DATE

136. St. George Outlet Development LLC 150 Myrtle Avenue 2nd Floor Attention to: Mr. Donald Capoccia Brooklyn, NY 11201

FCI Empire Outlets 35 B Richmond Terrace 214 Staten Island, NY 10301


137. Mercedes Premium Outlets, L.P. 225 West Washington Street Care of: Simon Premium Outlets Indianapolis, IN 46204

FCI Rio Grande Valley Premium Outlets 5001 E. Expressway 83 830 Mercedes, TX 78570



RLF1 24406143v.1

Exhibit B

Proposed Final Order


RLF1 24406143v.1


------------------------------------------------------------ x


Debtors.

:::::::

Chapter 11

Case No. 20-13076 (___)


------------------------------------------------------------ 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

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 Final Order have the meanings used in the Motion.


2 RLF1 24406143v.1

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.


3 RLF1 24406143v.1

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

(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.

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.


4 RLF1 24406143v.1

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.
