M042118570379 Rep 0110013546

Case 19-12122-KG Doc 81 Filed 10/01/19 Page 1 of 33
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
FOREVER 21, INC., et al.,1 ) Case No. 19-12122 (KG)
)
Debtors. ) (Joint Administration Requested)
)
DEBTORS’ MOTION SEEKING ENTRY OF AN

ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO
THE CONSULTING AGREEMENT, (II) APPROVING PROCEDURES
FOR STORE CLOSING SALES, AND (III) GRANTING RELATED RELIEF
The above-captioned debtors and debtors in possession (collectively, the “Debtors”)2
respectfully state as follows in support of this motion (this “Motion”):
Relief Requested
1. The Debtors seek entry of an order, substantially in the form attached hereto as
Exhibit A (the “Order”): (a) authorizing the Debtors to enter into that certain consulting agreement
dated as of September 30, 2019 (the “Consulting Agreement”) by and between Forever 21, Inc.
and the contractual joint venture comprised of Gordon Brothers Retail Partners, LLC and Hilco
Merchant Resources, LLC (the “Consultant”), a copy of which is attached as Annex 1 to
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Forever 21, Inc. (4795); Alameda Holdings, LLC (2379); Forever 21 International Holdings,
Inc. (4904); Forever 21 Logistics, LLC (1956); Forever 21 Real Estate Holdings, LLC (4224); Forever 21 Retail,
Inc. (7150); Innovative Brand Partners, LLC (7248); and Riley Rose, LLC (6928). The location of the Debtors’
service address is: 3880 N. Mission Road, Los Angeles, California 90031.
2
A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’
chapter 11 cases, are set forth in greater detail in the Declaration of Jonathan Goulding, Chief Restructuring
Officer of Forever 21, Inc., in Support of Chapter 11 Petitions and First Day Motions (the “First Day
Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of
title 11 of the United States Code (the “Bankruptcy Code”), on September 29, 2019 (the “Petition Date”).
Capitalized terms used but not otherwise defined in this Motion shall have the meanings given to them in the First
Day Declaration.
KE 63545759
Exhibit A; (b) authorizing, but not directing, the Debtors to close the stores listed on Annex 2 to
Exhibit A (collectively, the “Designated Closing Stores”), in accordance with the terms of the
store closing procedures attached as Annex 3 to Exhibit A (the “Store Closing Procedures”), and
any sales provided for therein to be free and clear of all liens, claims, and encumbrances
(the “Sales”); (c) authorizing the Debtors to close additional stores at a later date or dates
(collectively, the “Supplemental Closing Stores,” if any, and, together with the Designated Closing
Stores, the “Closing Stores”), in accordance with the terms of the Store Closing Procedures; and
(d) granting related relief. As of the Petition Date, the Debtors do not anticipate closing all of
the Designated Closing Stores or any Supplemental Closing Stores. To the extent the Debtors
determine in their business judgment that it is in the best interests of their estates to close stores in
addition to the Closing Stores, they shall close such stores in accordance with the terms of the
Order and the Store Closing Procedures. In addition, the Debtors request that the Court schedule
a hearing within approximately 30 days after the commencement of these chapter 11 cases to
consider entry of the Order.
Jurisdiction and Venue
2. The United States Bankruptcy Court for the District of Delaware (the “Court”) has
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
February 29, 2012. The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules
of Bankruptcy Procedure (the “Bankruptcy Rules”) and 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”), to the entry of an order by the Court in connection with this Motion
to the extent that it is later determined that the Court, absent consent of the parties, cannot enter
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orders or judgments in connection herewith consistent with Article III of the United States
Constitution.
3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4. The statutory bases for the relief requested herein are sections 105, 363, 365,
and 554 of the Bankruptcy Code, Bankruptcy Rules 2002, 6003, and 6004, and Local
Rule 9013-1(m).
Background
5. The Debtors are a specialty fashion retailer of women’s and men’s apparel and
accessories. As of the Petition Date, the Debtors operate 549 stores across the United States,
and 251 stores are operated internationally by non-Debtor affiliates. Of the 251 international
stores, 181 are owned and operated exclusively by the non-Debtor affiliates, 54 are franchises, and
16 are operated as joint ventures. The Debtors also maintain a substantial online presence, with
their e-commerce platform accounting for approximately 16 percent of all sales. In addition to the
534 stores operated under the Forever 21 brand, the Debtors formed a beauty and wellness brand,
Riley Rose, in 2017, which operates 15 stores in the United States.
6. On the Petition Date, each of the Debtors filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code. The Debtors have also filed a motion requesting joint
administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). The Debtors are
operating their business and managing their properties as debtors in possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee
or examiner has been made in these chapter 11 cases and no official committees have been
appointed or designated.
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The Store Closings
7. As of the Petition Date, the Debtors operate 549 retail stores in 45 states, Guam,
and Puerto Rico. Like many retailers, the Debtors have struggled to support their outsized store
footprint as consumers increasingly purchase clothing and other goods online. However, in
contrast to other retailers who sought chapter 11 relief to facilitate nationwide store closures to the
detriment of their landlords, the Debtors expect to be able to solicit the postpetition support of their
landlords in order to craft a consensual solution to an industrywide problem. The Store Closing
Procedures are a necessary tool for the Debtors to reinvigorate their strong underlying business
and allow for a reorganized business unburdened by under-performing operations.
8. In deciding which stores to shed, the Debtors’ management team and advisors
conducted an extensive store-by-store performance analysis of all existing stores to evaluate,
among other factors, historical and recent store profitability, historical and recent sales trends,
occupancy costs, the geographic market in which each store is located, the mall in which each store
is located, the potential to negotiate rent reductions with the applicable landlords, and specific
operational circumstances related to each store’s performance (the “Performance Evaluation”).
9. After conducting the Performance Evaluation, the Debtors’ management team and
advisors determined it may be appropriate to close and wind down or conduct other similarly
themed sales (“Store Closings”) for up to 178 underperforming brick-and-mortar store locations.
Pursuant to the Order, the Debtors seek to commence the Sales for the Designated Closing Stores
no later than October 31, 2019 and expect such Sales and Store Closings to be completed and the
properties vacated by December 31, 2019. To the extent the Debtors determine to close any
Supplemental Closing Stores, such related Sales may continue into 2020. While the expected total
proceeds from the Sales will depend on the number of Designated Closing Stores that are
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ultimately closed, Debtors estimate that the total inventory cost in these store locations is
approximately $80 million as of the Petition Date.
10. For the avoidance of doubt, the Debtors do not anticipate closing all 178 store
locations listed on Annex 2. As the Debtors negotiate rent concessions and other operational
improvements with the applicable landlords, the Debtors expect that it will be in the Debtors’ best
interest not to conduct Store Closings at certain locations. If the Debtors determine to keep such
store locations open, the Debtors will remove these store locations from Annex 2 and file an
amended Annex 2 prior to the Court’s hearing on this Motion.
11. Concurrently, the Debtors, with the assistance of RCS Real Estate Advisors and
Alvarez & Marsal North America, LLC, the Debtors’ restructuring advisor, began lease
modification negotiations with the Debtors’ landlords for certain rent concessions and cure cost
reductions with respect to certain leases associated with the Designated Closing Stores
(the “Lease Negotiations”), with the goal of improving the financial performance of the Debtors’
remaining store base. These Lease Negotiations are ongoing, and the Debtors’ ability to negotiate
more favorable lease terms and rent reductions will drive the determination of whether or not to
close additional stores. Where the Debtors are unable to obtain sufficient relief in the Lease
Negotiations concerning stores that are on the cusp of failing to meet certain performance
standards, such stores will close as part of the Store Closings (which may begin simultaneously or
on a rolling basis, depending on the relative timing the various Lease Negotiations conclude).
12. The Debtors selected and engaged the Consultant to (a) assist the Debtors in their
preparation for and management of the myriad steps required to effectuate the Store Closings in
an orderly and efficient manner; (b) advise and assist the Debtors in their sale of their store
inventory, together with certain inventory located in the Debtors’ distribution centers that the
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Debtors will transfer to the Closing Stores (collectively, the “Merchandise”), certain furniture,
fixtures, and equipment located at the Closing Stores (the “FF&E”), and, subject to the Debtors’
consent, the “Additional Consultant Goods” (together with the FF&E and the Merchandise,
the “Store Closure Assets”); and (c) advise and assist the Debtors in their preparation of the stores
for turnover to the applicable landlords on the terms set forth in the Consulting Agreement. Based
on the Consultant’s excellent reputation and experience in conducting store closings on an
expedited timeline, the Debtors’ management, in consultation with the Debtors’ advisors,
determined that retaining the Consultant to assist with the Store Closings and Sales provided the
best and most effective path forward.
13. The Store Closings are a critical component of the Debtors’ go-forward business
plan, and entry into the Consulting Agreement will allow the Debtors to conduct the Sales and
Store Closings in an efficient, controlled manner that is integral to maximizing value for the
Debtors’ estates. The relief requested in this Motion will permit the Debtors to commence the
Sales and Store Closings in a timely manner and will establish fair and uniform store closing
procedures to assist the Debtors and their creditors through the Debtors’ transition to a smaller,
more profitable enterprise.
I. The Consulting Agreement.
14. Pursuant to the Consulting Agreement and subject to the Court’s approval, the
Consultant will serve as the exclusive consultant to the Debtors in connection with the Sales.
Entering into the Consulting Agreement will allow the Debtors to utilize the logistical capabilities,
experience, and resources of the Consultant in performing large-scale liquidations in a format that
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allows the Debtors to retain control over the sale process. A summary of the salient terms of the
Consulting Agreement is set forth below.3
TERM CONSULTING AGREEMENT
Services Provided Pre-Sale Services In order to assist the Debtors in preparing the Stores for the Sale, and
by Consultant allocating inventory from its distribution centers to the Closing Locations, during the
period between the date of execution of the Consulting Agreement and the Sale
Commencement Date, the Consultant shall consult with the Debtors with respect to the
merchandising of the Closing Locations and other matters in preparation for the Sale (the
“Pre-Sale Services”), including providing merchandising to maximize gross margin and
minimize sales deterioration. Consulting Agreement, Section 2.2(xii).
Consulting Services During the Sale Term. During the Sale Term, the Consultant shall
provide the following services to the Debtors: to the conduct of the Sale: (i) provide
qualified Supervisors to supervise and assist the Debtors in the conduct of the Sale. To
the extent that the Debtors exercise the Removed Store Election and/or the Additional
Closing Location Election, the number of Supervisors provided by the Consultant shall
adjust upwards or downwards, as the case may be, as mutually agreed by the Debtors and
the Consultant; (ii) provide the Debtors with such oversight, supervision and guidance
with respect to the conduct of the Sale and the liquidation and disposal of the Merchandise
and FF&E from the Closing Locations as may be required to maximize Gross Sales; (iv)
recommend and implement appropriate point of purchase, point of sale and external
advertising to effectively sell the Merchandise during the Sale Term, consistent with the
theme of the Sale and the Sale Guidelines, it being understood that the Sale will be
advertised as a “Total Inventory Blowout”, “Store Closing”, “Everything Must Go,”
“Everything on Sale” or similar handles throughout the term of the Sale; (v) advise the
Debtors as to discounting of Merchandise, appropriate staffing levels for the Closing
Locations, and appropriate deferred compensation and incentive programs for Store
Employees; (vi) oversee the display of Merchandise in the Closing Locations; (vii) assist
the Debtors in the formulation and implementation of a loss prevention security program
designed to protect the Merchandise from theft or other shortages; (viii) assist the Debtors
with accounting functions for the Closing Locations, including evaluation of sales of
Merchandise by category, sales reporting and monitoring of expenses, in each case using
the Debtors’ infrastructure; (ix) recommend and implement the transfer and balancing of
Merchandise between and among the Closing Locations to maximize results during the
Sale; (x) participate in weekly calls with representatives of the Debtors and Lender Agent;
and (xi) provide such other related services deemed necessary or prudent by the Debtors
(in consultation with Lender Agent) and as mutually agreed by the Consultant under the
circumstances giving rise to the Sale. Consulting Agreement, Sections 2.2(i) through
Section 2.2(xi).
Term of Sale The Sale shall commence at the Closing Locations on or about the first business day after
entry of the Order, but in no event later than October 31, 2019 (the “Sale Commencement
Date”), other than with respect to Additional Designated Closing Locations, in which case
as to each such location, the Sale Commencement shall be the date set forth in the
Additional Sale Supplement for such location. The Sale at the Closing Location shall
conclude not later than December 31, 2019 (the “Sale Termination Date”), except with
3
The following summary chart is for the convenience of the Court and parties in interest. To the extent there is
any conflict between this summary and the Consulting Agreement, the Consulting Agreement shall govern in all
respects.
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respect to the Additional Designated Closing Locations, in which as the Sale shall
terminate no later than the last date in the calendar month in which the sixtieth (60th) day
following the applicable Sale Commencement date for such Additional Designated
Closing Location; provided, that the Debtors and the Consultant can mutually agree on an
earlier Sale Termination Date. Consulting Agreement, Section 1, Definitions.
Closing Locations Annexed to the Consulting Agreement as Exhibit A is a list of 178 Stores that the Debtors’
have earmarked for Closure; provided however, the Debtors reserved the right (i) to
designate, prior to October 25, 2019 (or such other date as the Debtors and the Consultant
mutually agree) of the 178 Stores to be excluded from the Sale; and (ii) at any time during
the Sale Term, designated additional stores for closure upon filing and service of one or
more Additional Store Supplements; provided however, the aggregate number of Closing
Locations, including any Additional Designated Closing Locations, shall not exceed 276
unless the Consultant consents. Consulting Agreement, Sections 6.1 and 6.2.
Merchandise All Merchandise located in the Closing Stores (including any inventory located in any
Included in the Sale Supplemental Closing Stores once identified), together with any additional clearance or
other Debtor owned inventory that the Debtors, following consultation with the Consultant
in connection with the Pre-Sale Services being provided by Consultant, elect to transfer to
the Closing Stores and include in the Sale.
Compensation for Pre-Sale Services Fee. The Debtors shall pay Consultant a fee equal to $20,000 per week
Consultant and (“Pre-Sale Fee”) from execution of the Consulting Agreement through the Sale
Special Purpose Commencement Date, which fee shall be due and payable on Wednesday for the week
Payment prior. In addition to the Pre-Sale Fee, the Debtors shall reimburse Consultant for any
expenses to be incurred in connection with the Pre-Sale Services in accordance with the
budget attached to the Consulting Agreement as Exhibit C (the “Pre-Sale Budget”) up to
the aggregate amount set forth therein, which expenses shall be reimbursed to Consultant
in addition to any Consultant Incurred Expenses and the Budget. Prompty following the
execution of the Agreement, the Company shall obtain Bankruptcy Court approval to fund,
and shall thereafter promptly fund, to Consultant $75,000 (the “Special Purpose
Payment”) which shall be held by Consultant until the Final Settlement (defined below).
The Debtors shall not be entitled to apply the Special Purpose Payment to, or otherwise
offset any portion of the Special Purpose Payment against, any weekly reimbursement,
payment of fees, or other amount owing to Consultant under the Consulting Agreement
prior to the Final Settlement. Without limiting any of Consultant’s other rights, Consultant
may apply the Special Purpose Payment to any unpaid obligation owing by the Debtors to
Consultant under the Consulting Agreement. Any portion of the Special Purpose Payment
not used to pay amounts contemplated by the Consulting Agreement shall be returned to
the Debtors within three days following the Final Settlement. Consulting Agreement,
Section 3.2(c).
Base Consulting Fee. In consideration of Consultant’s provision of the Services provided

for under the Consulting Agreement, the Debtors shall pay to Consultant, from Gross
Sales, a consulting fee in an amount equal to one and one-half percent (1.50%) of the
Gross Sales at all of the Closing Locations (including any Additional Designated Closing
Location(s) following exercise of the Additional Store Election (each as defined below))
(the “Base Consulting Fee”). Consulting Agreement, Section 3.2(a).
Discretionary Fee Enhancement. In consideration of Consultant achieving results that are

satisfactory to the Debtors, Consultant may, at its option, request that the Debtors approve
an enhancement of the Base Consulting Fee in an amount up to one-half percent (0.50%)
of the Gross Sales at all of the Closing Locations based on overall performance and
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performance in transitioning customers to the Debtors’ ongoing stores and on-line

platform, which enhancement shall be subject to the exclusive discretion of the Debtors,
following consultation with the Lender Agent. Consulting Agreement, Section 3.2(a).
FF&E Disposition Fee. In addition to the consulting Services provided for herein with
respect to the sale of Merchandise, with respect to furniture, fixtures and equipment owned
by the Debtors and located at the Closing Locations (collectively, the “FF&E”), Consultant
shall sell the FF&E in the Closing Locations for the Debtors’ benefit. Consultant shall
advertise in the context of advertising for the Sale that items of FF&E at Closing Locations
are available for sale, and shall contact and solicit known purchasers and dealers of
furniture and trade fixtures. In consideration of providing such services, Consultant shall
retain 15.0% of the gross receipts (net only of applicable sales taxes) from all sales or other
dispositions of FF&E (the “FF&E Fee”). In addition, the Debtors shall reimburse
Consultant for Consultant’s reasonable and documented out–of-pocket expenses incurred
in connection with the sale or other disposition of the FF&E pursuant to a budget
established by mutual agreement of the Debtors, the Consultant and the Lender Agent (the
“FF&E Budget”). Consulting Agreement, Section 3.3(a).
Payment of With regard to the payment of all fees and expense reimbursements due to the Consultant
Consultant’s Fees (collectively, the “Consultant’s Fees and Expenses”), the Consulting Agreement requires
that the Order, shall provide that, among other things, (A) the payment of all Consultant
Fees and Expenses: (i) is approved without further order of the Court; (ii) shall be free and
clear of all liens, claims and encumbrances, (iii) shall be made on a weekly basis without
further order of the Bankruptcy Court and otherwise in accordance with the Consulting
Agreement; and (B) the Consultant’s Fees and Expenses will be protected on terms and
conditions reasonably acceptable to each of the Consultant, the agent under the Debtors’
proposed debtor in possession ABL financing facility, and the agent under the Debtors’
proposed debtor in possession term loan facility. Consulting Agreement, Section 10.8.
Consultant’s The Debtors shall maintain throughout the Sale Term, (i) insurance with respect to the
Insurance Merchandise at the Closing Locations and any storage facility in amounts and on such
Obligations terms and conditions as are consistent with the Debtors’ ordinary course operations and
(ii) casualty and liability insurance policies (including, but not limited to, product liability,
comprehensive public liability insurance and auto liability insurance) covering injuries to
persons and property in or in connection with the operation of the Closing Locations, and
shall cause Consultant to be listed as an additional insured with respect to all such policies,
and as loss payee for the property insurance. The Debtors shall be responsible for the
payment of all deductibles, self-insurance and other amounts payable in connection with
any claim asserted under such policies, except for any claims arising directly from the
negligence or willful misconduct of Consultant, or its employees, representatives, agents
or Supervisors. Consulting Agreement, Section 10.1.
Agent’s Insurance Consultant shall maintain, throughout the Sale Term, liability insurance policies
Obligations (including, but not limited to, comprehensive general liability and auto liability insurance)
covering injuries to persons and property in or in connection with Consultant’s provision
of Services at the Closing Locations, and shall cause the Debtors to be named an additional
insured with respect to such policies. Consulting Agreement, Section 10.2.
Notwithstanding any other provision of the Consulting Agreement, the Debtors and the
Consultant agree that the Debtors shall bear all responsibility for liability claims (product
liability and otherwise) of customers, employees and other persons arising from events
occurring at the Closing Locations before, during and after the Sale Term, except to the
extent any such claim arises from the negligence, willful misconduct, or unlawful acts of
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the Consultant or any Supervisor engaged by Consultant under the terms of the Consulting
Agreement. Consulting Agreement, Section 10.2.
Indemnification by The Consultant shall indemnify and hold the Debtors and its affiliates, and their respective
Agent officers, directors, employees, agents, lenders and independent contractors (collectively,
the “Debtors Indemnified Parties”), harmless from and against all claims, demands,
penalties, losses, liability or damage, including, without limitation, reasonable attorneys’
fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i)
Consultant’s material breach or material failure of or failure to comply with any of its
agreements, covenants, representations or warranties contained herein or in any written
agreement entered into in connection herewith; (ii) any harassment or any other unlawful,
tortious or otherwise actionable treatment of any employees or agents of the Debtors
(including, without limitation, any Store Employees) by Consultant or any of Consultant’s
representatives (including, without limitation, any Supervisor); (iii) any claims by any
party engaged by Consultant as an employee or independent contractor (including, without
limitation, any Supervisor) arising out of such employment or engagement; except where
due to the negligence or willful misconduct of the Debtors or the Debtors Indemnified
Parties or from a breach of the terms hereof by the Debtors; and (iv) the negligence or
willful misconduct of Consultant or any of its officers, directors, employees, agents or
representatives, or any Supervisor. Consulting Agreement, Section 8.2.
Indemnification by The Debtors shall indemnify and hold the Consultant and its affiliates, and their respective
Merchant officers, directors, employees, agents and independent contractors (collectively,
“Consultant Indemnified Parties”), harmless from and against all claims, demands,
penalties, losses, liability or damage, including, without limitation, reasonable attorneys'
fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i)
the Debtors’ material breach or material failure of or failure to comply with any of its
agreements, covenants, representations or warranties contained herein or in any written
agreement entered into in connection herewith; (ii) any failure of the Debtors to pay to its
employees any wages, salaries or benefits due to such employees during the Sale Term;
(iii) any consumer warranty or products liability claims relating to any Merchandise; (iv)
any liability or other claims asserted by customers, any of the Debtors’ employees, or any
other person against any Consultant Indemnified Party (including, without limitation,
claims by employees arising under collective bargaining agreements, worker's
compensation or under the WARN Act); except where due to the negligence or willful
misconduct of Consultant or from a breach of the terms hereof by Consultant; (v) any
harassment or any other unlawful, tortious or otherwise actionable treatment of any
employees, agents, or representatives of Consultant (including, without limitation, any
Supervisors) by the Debtors or any of the Debtors’ employees, agents, or representatives
(including, without limitation, any the Debtors employees); and (vi) the negligence or
willful misconduct of the Debtors or any of its officers, directors, employees, agents or
representatives. Consulting Agreement, Section 10.7.
Miscellaneous Subject to prior consent of the Debtors’, Consultant shall have the right to syndicate and
partner with additional entities to serve as “Consultant” under the Consulting Agreement
and as to any similar agreements, including with respect to Company’s Canadian affiliate.
Consulting Agreement, Section 10.8.
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II. The Store Closing Procedures.
15. The Debtors seek approval of streamlined procedures (i.e., the Store Closing
Procedures) to sell the Store Closure Assets, in each case free and clear of liens, claims, and
encumbrances. The Debtors also seek approval of the Store Closing Procedures to provide
newspapers and other advertising media in which the Sales may be advertised with comfort that
the Debtors are conducting the Sales in compliance with applicable law and with the Court’s
approval. The Debtors seek approval of the Store Closing Procedures in light of the need to
commence the Sales and Store Closures associated with the Designated Closing Stores during the
approaching traditionally high-volume season.
16. The Debtors have determined, in the exercise of their business judgment and in
consultation with their advisors, that the Store Closing Procedures will provide the best, most
efficient, and most organized means of selling the Store Closure Assets to maximize their value to
the estates. The Debtors estimate that the Designated Closing Stores will take until approximately
December 31, 2019, and, depending on the number of Supplemental Closing Stores (if any), the
Store Closings may continue into 2020.
III. Liquidation Sale Laws and Dispute Resolution Procedures.
17. Certain states in which the Debtors operate stores have or may have licensing or
other requirements governing the conduct of store closing, liquidation, or other inventory clearance
sales, including, without limitation, state and local laws, statutes, rules, regulations, and ordinances
(the “Liquidation Sale Laws”). Liquidation Sale Laws may establish licensing, permitting, or
bonding requirements, waiting periods, time limits, and bulk sale restrictions and augmentation
limitations that would otherwise apply to the Store Closings. Such requirements likely would
hamper the Debtors’ ability to maximize value in selling their inventory. Subject to the Court’s
approval, the Debtors intend to conduct the Store Closings in accordance with the Store Closing
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Procedures and, to the extent such procedures conflict with the Liquidation Sale Laws,
the Store Closing Procedures shall control.
18. To facilitate the orderly resolution of any disputes between the Debtors and any
Governmental Units (as defined in section 101(27) of the Bankruptcy Code) arising due to the
Store Closing Procedures and the alleged applicability of any Liquidation Sale Laws, the Debtors
respectfully request that the Court authorize the Debtors to implement the following dispute
resolution procedures (the “Dispute Resolution Procedures”), on a final basis:
a. Provided that the Sales are conducted in accordance with the terms of the
Order and the Store Closing Procedures, and in light of the provisions in the
laws of many Governmental Units (as defined in the Bankruptcy Code) that
exempt court-ordered sales from their provisions, the Debtors and the
Consultant will be presumed to be in compliance with any Liquidation Sale
Laws and are authorized to conduct the Sales in accordance with the terms
of the Order and the Store Closing Procedures without the necessity of
further showing compliance with any such Liquidation Sale Laws.
b. Within five (5) business days after entry of the Order, the Debtors will serve
by email, facsimile, or first-class mail, copies of the Order, the Consulting
Agreement, and the Store Closing Procedures on the following: (i) the
landlords for the Closing Stores; (ii) the Attorney General’s office for each
state in which the Sales are being held; (iii) the county consumer protection
agency or similar agency for each county in which the Sales are being held;
and (iv) the division of consumer protection for each state in which the Sales
are being held (collectively, the “Dispute Notice Parties”).
c. With respect to any Supplemental Closing Stores, within five (5) business
days after filing any list of Supplemental Closing Stores (each,
a “Supplemental Closing Store List”) with the Court, the Debtors will serve
by email, facsimile, or first-class mail, copies of the Order, the Consulting
Agreement, the Store Closing Procedures, and the Supplemental Closing
Store List on the Dispute Notice Parties.
d. To the extent that there is a dispute arising from or relating to the Sales, the
Order, the Consulting Agreement, or the Store Closing Procedures, which
dispute relates to any Liquidation Sale Laws (a “Reserved Dispute”), the
Court shall retain exclusive jurisdiction to resolve the Reserved Dispute.
Any time within ten days following entry of the Order or service of any
Supplemental Closing Store List, as applicable, any Governmental Unit
may assert that a Reserved Dispute exists by sending a notice (the “Dispute
Notice”) explaining the nature of the dispute to: (i) the Debtors, 3880 N.
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Mission Road, Los Angeles, California 90031, Attn: Scott Hampton

([email protected]); (ii) proposed counsel to the Debtors,
Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York
10022, Attn: Joshua A. Sussberg, P.C. ([email protected]) and
Aparna Yenamandra ([email protected]) and Kirkland &
Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Anup
Sathy, P.C. ([email protected]); (iii) proposed co-counsel to the
Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th
Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801),
Attn: Laura Davis Jones ([email protected]), James E. O’Neill
(jo’[email protected]), and Timothy P. Cairns ([email protected]);
(iv) proposed special counsel to the Debtors, Montgomery McCracken
Walker & Rhoads, 437 Madison Avenue, New York, NY 10022, Attn:
Maura I. Russell; (v) co-counsel to the Consultant, Riemer & Braunstein
LLP, Times Square Tower, Seven Times Square, Suite 2506, New York,
New York 10036, Attn: Steven E. Fox ([email protected]);
(vi) co-counsel to the Consultant, Pepper Hamilton, LLP, Hercules Plaza,
Suite 5100, 1313 N. Market Street, P.O. Box 1709, Wilmington, Delaware
19899-1709, Attn: Douglas Herrmann ([email protected]);
(vii) the United States Trustee, 844 King Street, Suite 2207, Lockbox 35,
Wilmington, Delaware 19801, Attn: Juliet M. Sarkessian
([email protected]); (viii) counsel to any statutory committee
appointed in these chapter 11 cases; (iv) counsel to the administrative agent
under the Debtors’ prepetition revolving credit facility and the Debtors’
proposed debtor in possession ABL financing facility, Morgan, Lewis &
Bockius LLP, One Federal Street, Boston, Massachusetts 02110, Attn: Julia
Frost-Davies ([email protected]) and Christopher L.
Carter ([email protected]) and Richards, Layton &
Finger, PA, One Rodney Square, 920 North King St., Wilmington,
Delaware 19801, Attn: Mark D. Collins ([email protected]); and (x) counsel
to the administrative agent under the Debtors’ proposed debtor in
possession term loan facility, Schulte Roth & Zabel LLP, 919 Third
Avenue, New York, New York 10022, Attn: Adam C. Harris
([email protected]), Frederic L. Ragucci ([email protected]),
and Marc B. Friess ([email protected]). If the Debtors, the Consultant,
and the Governmental Unit are unable to resolve the Reserved Dispute
within 15 days after service of the Dispute Notice, the Governmental Unit
may file a motion with the Court requesting that the Court resolve the
Reserved Dispute (a “Dispute Resolution Motion”).
e. In the event that a Dispute Resolution Motion is filed, nothing in the Order
shall preclude the Debtors, a landlord, or any other interested party from
asserting (i) that the provisions of any Liquidation Sale Laws are preempted
by the Bankruptcy Code, or (ii) that neither the terms of the Order nor the
conduct of the Debtors pursuant to the Order violates such Liquidation Sale
Laws. Filing a Dispute Resolution Motion as set forth herein shall not be
deemed to affect the finality of the Order or to limit or interfere with the
13
Debtors’ or the Consultant’s ability to conduct or to continue to conduct the

Sales pursuant to the Order, absent further order of the Court. Upon the
entry of the Order, the Court grants authority for the Debtors and the
Consultant to conduct the Sales pursuant to the terms of the Order, the
Consulting Agreement, and/or the Store Closing Procedures and to take all
actions reasonably related thereto or arising in connection therewith. The
Governmental Unit will be entitled to assert any jurisdictional, procedural,
or substantive arguments it wishes with respect to the requirements of its
Liquidation Sale Laws or the lack of any preemption of such Liquidation
Sale Laws by the Bankruptcy Code. Nothing in the Order will constitute a
ruling with respect to any issues to be raised in any Dispute Resolution
Motion.
f. If, at any time, a dispute arises between the Debtors and/or the Consultant
and a Governmental Unit as to whether a particular law is a Liquidation Sale
Law, and subject to any provisions contained in the Order related to the
Liquidation Sale Laws, then any party to that dispute may utilize the
provisions of subparagraphs (d) and (e) above by serving a notice to the
other party and proceeding thereunder in accordance with those
subparagraphs. Any determination with respect to whether a particular law
is a Liquidation Sale Law shall be made de novo.
IV. Fast Pay Laws.
19. Many states in which the Debtors operate have laws and regulations that require the
Debtors to pay an employee substantially contemporaneously with his or her termination
(the “Fast Pay Laws” and, together with the Liquidation Sale Laws, the “Applicable State Laws”).
These laws often require payment to occur immediately or within a period of only a few days from
the date such employee is terminated.
20. The nature of the Store Closings contemplated by this Motion will result in a
substantial number of employees being terminated at or near the end of the Store Closings. To be
clear, the Debtors intend to pay their terminated employees as expeditiously as possible, under
normal payment procedures, and pursuant to applicable Court order.4 However, the Debtors’
4
The Debtors are seeking such relief pursuant to the Debtors’ Motion Seeking Entry of Interim and Final Orders
(I) Authorizing, but Not Directing, the Debtors to (A) Pay Prepetition Employee Wages, Salaries, Other
Compensation, and Reimbursable Employee Expenses and (B) Continue Employee Benefits Programs and
(II) Granting Related Relief, filed contemporaneously herewith.
14
payroll systems will simply be unable to process the payroll information associated with these
terminations in a manner that will be compliant with the Fast Pay Laws. Under ordinary
circumstances, the Debtors’ payroll department is able to coordinate delivery of final checks to
coincide with an employee’s final day of work where required by state law. This process requires
the Debtors’ payroll department to calculate individual termination payments, prepare each
termination payment check, obtain authorization for each such check, and then prepare each such
check for mailing. Given the number of employees who will likely be terminated in connection
with the Store Closings, this process easily could take several days, making compliance with the
Fast Pay Laws burdensome to the Debtors’ estates, if not impossible.
V. Lease Restrictions.
21. The Debtors also respectfully request a waiver of any contractual restrictions that
could otherwise inhibit or prevent the Debtors from maximizing value for creditors through the
Store Closings and Sales. In certain cases, the contemplated Store Closings and Sales may be
inconsistent with certain provisions of leases, subleases, or other documents with respect to the
premises in which the Debtors operate, including, without limitation, reciprocal easement
agreements, agreements containing covenants, conditions, and restrictions (including, without
limitation, “go dark” provisions and landlord recapture rights), or other similar documents or
provisions. Such restrictions would also hamper the Debtors’ ability to maximize value in selling
their inventory.
22. The Debtors also request that no entity, including, without limitation, utilities,
landlords, shopping center managers and personnel, creditors, and all persons acting for or on their
behalf shall interfere with or otherwise impede the conduct of the Store Closings, the Sales, or
institute any action against the Debtors in any court (other than this Court) or before any
administrative body that in any way directly or indirectly interferes with, obstructs, or otherwise
15
impedes the conduct of the Store Closings, the Sales, or the advertising and promotion
(including through the posting of signs) of the Sales.
Basis for Relief
I. The Court Should Authorize the Debtors’ Entry into the Consulting Agreement.
23. The Debtors seek to enter into the Consulting Agreements pursuant to
section 363(b)(1) of the Bankruptcy Code, which provides that a debtor, “after notice and a
hearing, may use, sell, or lease, other than in the ordinary course of business, property of the
estate . . . .” 11 U.S.C.§ 363(b). Although section 363(b) does not specify a standard for
determining when it is appropriate for a court to authorize the use, sale, or lease of property of the
estate, courts have required that such use, sale, or lease be based upon the sound business judgment
of the debtor. See, e.g., Myers v. Martin (In re Martin), 91 F.3d 389, 395 (3d Cir. 1996) (citation
omitted); In re Abbotts Dairies, Inc., 788 F.2d 143, 147–48 (3d Cir. 1986) (implicitly adopting the
“sound business judgment” test of Lionel Corp., and requiring good faith); Comm. of Equity Sec.
Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070–71 (2d Cir. 1983); In re Del. &
Hudson Ry., Co., 124 B.R. 169, 175–76 (D. Del. 1991) (concluding that the Third Circuit adopted
the “sound business judgment” test in the Abbotts Dairies decision).
24. “The business judgment rule ‘is a presumption that in making a business decision
the directors of a corporation acted on an informed basis, in good faith and in the honest belief that
the action taken was in the best interest of the company.’” In re Integrated Res., Inc., 147
B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985)).
Specifically, to determine whether the business judgment standard is met, a court need only
“examine whether a reasonable business person would make a similar decision under similar
circumstances.” In re Exide Techs., 340 B.R. 222, 239 (Bankr. D. Del. 2006), vacated on other
grounds 607 F.3d 957 (3d Cir. 2010); see also In re Curlew Valley Assocs., 14 B.R. 506, 513–14
16
(Bankr. D. Utah 1981) (noting that courts should not second guess a debtor’s business decision
when that decision involves “a business judgment made in good faith, upon a reasonable basis,
and within the scope of [the debtor’s] authority under the [Bankruptcy] Code”).
25. Here, the Debtors have exercised their sound business judgment in determining to
enter into the Consulting Agreement. In consultation with its advisors, the Debtors have
determined that continuing to operate the Closing Stores, without the concessions the Debtors are
attempting to obtain through the Lease Negotiations, the Closing Stores are a burden to these
estates, and the Store Closure Assets should be liquidated for the benefit of the Debtors’ estates
and their creditors. Prior to the Petition Date, the Debtors retained the services of Montgomery
McCracken Walker & Rhoads LLP (“MMW&R”). MMW&R reached out to seven (7) of the
national liquidation firms, to solicit proposals from such firms to serve as a consultant to the
Debtors in connection with the Debtors conduct of the Sales. With the consent of the Debtors,
certain of the liquidation firms formed contractual joint ventures, and the process culminated in
the Debtors receiving three (3) proposals. Ultimately, after reviewing the proposals and consulting
with their advisors, the Debtors selected the Consultant, and the terms set forth in the Consulting
Agreement as providing the best alternative for the conduct of the Store Closings and Sales. The
terms of the Consulting Agreement are the result of a reasonable due diligence and solicitation
process, are the product of arm’s-length bargaining, and in the Debtors’ business judgment provide
the Debtors with the necessary flexibility to effectuate the Store Closings and Sales, while at the
same time pursue the Lease Negotiations.
26. The Consultant has extensive expertise in conducting liquidation sales and can
provide the Debtors with the requisite guidance and assistance in the implementation of the Store
Closings and Sales in an efficient and cost effective manner. While the Debtors will retain control
17
and all decision making authority with respect to the Closing Stores, the Sales, and the Debtors’
employees at the Closing Stores, approval of the Consulting Consulting Agreement will enable the
Debtors to utilize the skills and resources of the Consultant to effectively and efficiently conduct
the Store Closing and Sales for the benefit of all stakeholders. Given the potential number of
Closing Stores and overall impact of the Lease Negotiations on the Designated Closing Stores list,
the terms of the Consulting Agreement accommodate and satisfy the Debtors’ need to be fluid and
flexible as the Lease Negotiations unfold.
II. The Debtors Have a Valid Business Justification for the Sales.
27. Section 363(b)(1) of the Bankruptcy Code, which governs asset sales outside of a
debtor’s ordinary course of business, provides that “the trustee, after notice and a hearing, may
use, sell, or lease, other than in the ordinary course of business, property of the estate.”
11 U.S.C. § 363(b)(1). When selling assets outside of the ordinary course of business, a debtor
must articulate a valid business justification to obtain court approval. See, e.g., Myers v. Martin
(In re Martin), 91 F.3d 389, 395 (3d Cir. 1996) (citation omitted); In re Abbotts Dairies, Inc., 788
F.2d 143, 147–48 (3d Cir. 1986) (implicitly adopting the “sound business judgment” test of Lionel
Corp., and requiring good faith); Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel
Corp.), 722 F.2d 1063, 1070–71 (2d Cir. 1983); In re Del. & Hudson Ry., Co., 124 B.R. 169, 175–
76 (D. Del. 1991) (concluding that the Third Circuit adopted the “sound business judgment” test
in the Abbotts Dairies decision). When a debtor demonstrates a valid business justification for a
decision, a strong presumption arises “that in making [the] business decision the directors of a
corporation acted on an informed basis, in good faith and in the honest belief that the action taken
was in the best interests of the company.” Official Comm. of Subordinated Bondholders v.
Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1990) (holding that
18
the Delaware business judgment rule has “vitality by analogy” in Chapter 11, especially where the
debtor is a Delaware corporation) (quotations omitted).
28. Store closing or liquidation sales are a routine occurrence in chapter 11 cases
involving retail debtors. See, e.g., In re Ames Dept. Stores, 136 B.R. 357, 359 (Bankr.
S.D.N.Y. 1992) (noting that liquidation sales are an important part of “overriding federal policy
requiring [a] Debtor to maximize estate assets”). As such, bankruptcy courts in this jurisdiction
have approved similar store closing sales. See, e.g., In re Avenue Stores, LLC, No. 19-11842 (LSS)
(Bankr. D. Del. Sept. 13, 2019); In re Charming Charlie Holdings, Inc., No. 19-11534 (CSS)
(Bankr. D. Del. August 14, 2019); In re Z Gallerie, LLC, No. 19-10488 (LSS) (Bankr. D. Del.
Apr. 9, 2019); In re Heritage Home Group, LLC, No. 18-11736 (KG) (Bankr. D. Del. Sept. 28,
2018); In re Charming Charlie Holdings Inc., No. 17-12906 (CSS) (Bankr. D. Del. Jan. 10, 2018);
In re Coldwater Creek, No. 14-10867 (BLS) (Bankr. D. Del. May 7, 2014).5
29. Sufficient business justification exists to approve the proposed Sales under
section 363(b)(1). The Debtors, with the assistance of their advisors, have determined that the
Sales represent the best alternative to maximize recoveries to the Debtors’ estates with respect to
the Store Closure Assets and provide the Debtors with much-needed liquidity while optimizing
their remaining fleet of Stores. There are meaningful amounts of Merchandise, in the aggregate,
that will be monetized most efficiently and quickly through an orderly process conducted in
consultation with an experienced liquidation firm. Further, delay in commencing the Sales would
diminish the recovery tied to monetization of the Store Closure Assets for several important
reasons. Many of the Closing Stores fail to generate positive cash flow and therefore are a
5
Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion.
Copies of these orders are available upon request to the Debtors’ proposed counsel.
19
significant drain on liquidity. As such, the Debtors will realize an immediate benefit in terms of
financial liquidity upon the sale of the Store Closure Assets and the termination of operations at
the Closing Stores. Further, uninterrupted and orderly Sales will allow the Debtors to timely reject
leases associated with the Closing Stores and, therefore, avoid the accrual of unnecessary
administrative expenses for rent and related costs.6
III. The Court Should Approve the Sale of the Store Closure Assets Free and Clear of all
Liens, Encumbrances, and Other Interests Under Bankruptcy Code Section 363(f) of
the Bankruptcy Code.
30. The Debtors request approval to sell the Store Closure Assets on a final “as is”
basis, free and clear of any and all liens, claims, and encumbrances in accordance with
section 363(f) of the Bankruptcy Code. A debtor in possession may sell property under
sections 363(b) and 363(f) of the Bankruptcy Code “free and clear of any interest in such property
of an entity other than the estate” if any one of the following conditions is satisfied: (a) applicable
non-bankruptcy law permits sale of such property free and clear of such interest; (b) such entity
consents; (c) such interest is a lien and the price at which such property is to be sold is greater than
the aggregate value of all liens on such property; (d) such interest is in bona fide dispute; or
(e) such entity could be compelled, in a legal or equitable proceeding, to accept a money
satisfaction of such interest. 11 U.S.C. § 363(f); see also Citicorp Homeowners Servs., Inc. v.
Elliot (In re Elliot), 94 B.R. 343, 345 (E.D. Pa. 1988) (noting that since section 363(f) is written
in the disjunctive, the court may approve a sale free and clear if any one subsection is met).
Moreover, the Third Circuit has indicated that a debtor possesses broad authority to sell assets free
and clear of liens. See In re TWA Inc., 322 F.3d 283, 289 (3d Cir. 2003).
6
Contemporaneously herewith, the Debtors filed the Debtors’ Omnibus Motion Seeking Entry of an Order
(I) Authorizing (A) The Rejection of Certain Unexpired Leases and (B) the Abandonment of Certain Personal
Property, Each Effective Nunc Pro Tunc to the Petition Date and (II) Granting Related Relief.
20
31. Although the term “any interest” is not defined in the Bankruptcy Code, the
Third Circuit has noted that the trend in modern cases is toward “a broader interpretation which
includes other obligations that may flow from ownership of the property.” Folger Adam Sec., Inc.
v. DeMatteis/MacGregor, JV, 209 F.3d 252, 258–59 (3d Cir. 2000). As the Fourth Circuit held in
In re Leckie Smokeless Coal Co., the scope of section 363(f) is not limited to in rem interests in a
debtor’s assets. 99 F.3d 573, 581–82 (4th Cir. 1996) (cited with approval by the Third Circuit in
Folger Adam). Thus, a debtor can sell its assets under section 363(f) “free and clear of successor
liability that otherwise would have arisen under federal statute.” Folger Adam, 209 F.3d at 258.
32. With respect to any other party asserting a lien, claim, or encumbrance against the
Store Closure Assets, the Debtors anticipate that they will be able to satisfy one or more of the
conditions set forth in section 363(f). In connection with the sale of the Store Closure Assets, the
Debtors propose that any liens, claims, and encumbrances asserted against the Store Closure Assets
be transferred to and attach to the amounts earned by the Debtors under the Sales with the same
force, effect, and priority as such liens currently have on the Store Closure Assets.
IV. The Court Should Waive Compliance with Applicable State Laws and Approve the
Dispute Resolution Procedures.
33. The Debtors’ ability to conduct the Sales in accordance with the Store Closing
Procedures and without strict compliance with all Applicable State Laws is critical to the Sales’
success. Although the Debtors intend to comply with state and local health and safety laws and
consumer protection laws in conducting the Sales, many Liquidation Sale Laws require special
and cumbersome licenses, waiting periods, time limits, and other procedures for store closing,
liquidation, or similar sales. Additionally, compliance with Fast Pay Laws would require the
Debtors to pay terminated employees within a timeframe that would be detrimental to the conduct
of these chapter 11 cases, if not impossible.
21
34. To eliminate the time, delay, and expense associated with the administrative
procedures necessary to comply with the Applicable State Laws, the Debtors propose the Store
Closing Procedures as a way to streamline the administrative burdens on their estates while still
adequately protecting the broad and varied interests of both landlords and applicable governmental
agencies charged with enforcing any Liquidation Sale Laws that may apply to the Store Closings.
As such, the Debtors believe the Store Closing Procedures mitigate any concerns that their
landlords or governmental agencies may raise with respect to the Store Closings and, therefore,
the requested relief is in compliance with any applicable Liquidation Sale Laws.
35. The Debtors submit that there is strong support for granting them the authority to
not comply with the Liquidation Sale Laws. First, it is generally accepted that many state statutes
and regulations provide that, if a liquidation or bankruptcy sale is court-authorized, a company
need not comply with the Liquidation Sale Laws. See, e.g., Ark. Code Ann. § 4-74-103
(exempting from the provisions of the chapter sales pursuant to any court order); Fla. Stat. Ann.
559.25(2) (same); Ga. Code Ann. § 10-1-393(b)(24)(C)(iv) (same); 815 ILCS 350/3 (same); La.
Rev. Stat. Ann. § 51:43(1) (same); N.Y. Gen. Bus. Law § 584(a) (same); Or. Rev. Stat. Ann.
§ 646A.100(2)(b) (“‘Going out of business sale’ does not include a sale conducted by a bankruptcy
trustee.”); Tex. Bus. & Com. Code Ann. § 17.91(3) (exempting from subchapter sales conducted
pursuant to court order). Second, pursuant to section 105(a) of the Bankruptcy Code, the Court
has the authority to permit the Store Closings to proceed notwithstanding contrary Applicable State
Laws as it is essential to the continued operation of the Debtors’ business. Third, this Court will
be able to supervise the Store Closings because the Debtors and their assets are subject to this
Court’s exclusive jurisdiction. See 28 U.S.C. § 1334. As such, creditors and the public interest
22
are adequately protected by notice of this Motion and the ongoing jurisdiction and supervision of
the Court.
36. Further, bankruptcy courts have consistently recognized, with limited exception,
that federal bankruptcy law preempts state and local laws that contravene the underlying policies
of the Bankruptcy Code. See Belculfine v. Aloe (In re Shenango Group. Inc.), 186 B.R. 623, 628
(Bankr. W.D. Pa. 1995) (“Trustees and debtors-in-possession have unique fiduciary and legal
obligations pursuant to the bankruptcy code. . . . [A] state statute [] cannot place burdens on [a
debtor] where the result would contradict the priorities established by the federal bankruptcy
code.”), aff’d, 112 F.3d 633 (3d Cir. 1997).
37. Courts in some jurisdictions have found that preemption of state law is not
appropriate if the laws deal with public health and safety. See Baker & Drake. Inc. v. Pub. Serv.
Comm’n of Nev. (In re Baker & Drake. Inc.), 35 F.3d 1348, 1353–54 (9th Cir. 1994) (holding that
Bankruptcy Code did not preempt state law prohibiting taxicab leasing that was promulgated in
part as public safety measure). However, preemption is appropriate where, as is the case here, the
only state laws involved concern economic regulation rather than the protection of public health
and safety. See In re Baker & Drake. Inc., 35 F.3d at 1353 (finding that “federal bankruptcy
preemption is more likely . . . where a state statute is concerned with economic regulation rather
than with protecting the public health and safety”).
38. Under the circumstances of these chapter 11 cases, enforcing the strict requirements
of the Liquidation Sale Laws would undermine the fundamental purpose of section 363(b) of the
Bankruptcy Code by placing constraints on the Debtors’ ability to maximize estate assets for the
benefit of creditors. Accordingly, authorizing the Sales without the delays and burdens associated
with obtaining various state and local licenses, observing state and local waiting periods or time
23
limits, and/or satisfying any additional requirements with respect to advertising and similar items
is necessary and appropriate. The Debtors do not seek a general waiver of all state and local law
requirements, but only those that apply specifically to retail liquidation sales. Indeed, the requested
waiver is narrowly tailored to facilitate the successful consummation of the Sales. Moreover, the
Debtors will comply with applicable state and local public health and safety laws, and applicable
tax, labor, employment, environmental, and consumer protection laws, including consumer laws
regulating deceptive practices and false advertising. Finally, the Dispute Resolution Procedures
provide an ordered means for resolving any disputes arising between the Debtors and/or the
Consultant and any Governmental Units with respect to the applicability of any Liquidation Sale
Laws and should therefore be approved.
39. Further, this Court has recognized that the Bankruptcy Code preempts certain state
laws and have granted relief similar to that requested herein. See, e.g., In re Z Gallerie, LLC, No.
19-10488 (LSS) (Bank. D. Del. Apr. 9, 2019) (ordering that “[n]either the Debtors nor any of their
officers, employees, or agents shall be required to obtain the approval of any third party, including,
without limitation, any Governmental Unit”); In re Charming Charlie Holdings Inc., No. 17-12906
(CSS) (Bankr. D. Del. Jan. 10, 2018) (authorizing debtors to conduct store closing sales under the
terms of the order and holding that “no further approval, license, or permit of any Governmental
Unit shall be required”); In re Coldwater Creek, No. 14-10867 (BLS) (Bankr. D. Del. May 7,
2014) (stating that debtors were authorized to conduct store closing sales under the terms of the
order “without the necessity of further showing compliance” with liquidation laws); In re
Boscov’s, No. 08-11637 (KG) (Bankr. D. Del. Aug. 15, 2008) (ordering that “[g]overnmental units
shall not fine, assess or otherwise penalize Debtors or Consultant (or any of the landlords of the
Closing Stores) for conducting or advertising the Sales in a manner inconsistent with Liquidation
24
Sales Laws, provided that the Sales are conducted and advertised in compliance with this Order”);
In re Goody’s Family Clothing, Inc., No. 08-11133 (CSS) (Bankr. D. Del. June 13, 2008) (ordering
that the “Store Closing Sales at the Closing Stores shall be conducted by the Debtors and the Store
Closing Consultant without the necessity of compliance with any federal, state or local statute or
ordinance, lease provision or licensing requirement affecting store closing, ‘going out of business’,
liquidation or auction sales, or affecting advertising, including signs, banners, and posting of
signage, other than Safety Laws and General Laws”).
40. Courts in this jurisdiction have also granted similar relief from Fast Pay Laws in
other bankruptcy cases under similar circumstances. See, e.g., In re Z Gallerie, LLC, No. 19-10488
(LSS) (Bankr. D. Del. Mar. 15, 2018) (granting relief from federal, state, or local laws including
any “fast pay laws” in connection with store closing sales); In re Charming Charlie Holdings, Inc.,
No. 17-12906 (CSS) (Bankr. D. Del. Dec. 13, 2017) (same); In re Golfsmith Int’l Holdings, Inc.,
No. 16-12033 (Bankr. D. Del. Oct. 13, 2016) (same); In re Vestis Retail Grp, LLC, No. 16-10971
(LSS) (Bankr. D. Del. May 16, 2016) (same); In re Hancock Fabrics, No. 16-10296 (BLS) (Bankr.
D. Del. Feb. 25, 2016) (same).
V. The Court Should Waive Compliance with any Restriction in the Leases.
41. Certain of the Debtors’ leases governing the premises of the stores subject to any
Sales may contain provisions purporting to restrict or prohibit the Debtors from conducting store
closing, liquidation, or similar sales. Such provisions have been held to be unenforceable in
chapter 11 cases as they constitute an impermissible restraint on a debtor’s ability to properly
administer its reorganization case and maximize the value of its assets under section 363 of the
Bankruptcy Code. See Ames Dep’t Stores, 136 B.R. at 359 (deciding that enforcement of such
lease restrictions would “contravene overriding federal policy requiring debtor to maximize estate
assets. . . .”); In re R. H. Macv and Co., Inc., 170 B.R. 69, 73–74 (Bankr. S.D.N.Y. 1994) (holding
25
that the lessor could not recover damages for breach of a covenant to remain open throughout the
lease term, because the debtor had a duty to maximize the value to the estate and the debtor fulfilled
this obligation by holding a store closing sale and closing the store); In re Tobago Bay Trading
Co., 112 B.R. 463, 467–68 (Bankr. N.D. Ga. 1990) (finding that a debtor’s efforts to reorganize
would be significantly impaired to the detriment of creditors if lease provisions prohibiting a
debtor from liquidating its inventory were enforced); In re Lisbon Shops, Inc., 24 B.R. 693, 695
(Bankr. E.D. Mo. 1982) (holding restrictive lease provision unenforceable in chapter 11 case
where debtor sought to conduct a liquidation sale).
42. This Court has held that restrictive lease provisions affecting store liquidation sales
in chapter 11 cases are unenforceable. See, e.g., In re Z Gallerie, LLC, No. 19-10488 (LSS)
(Bankr. D. Del. Mar. 15, 2018) (ordering that store closing sales be conducted without the further
need for compliance with, among other things, lease provisions); In re Charming Charlie
Holdings, Inc., No. 17-12906 (CSS) (Bankr. D. Del. Dec. 13, 2017) (same) In re Coldwater Creek,
No. 14-10867 (BLS) (Bankr. D. Del. May 7, 2014) (same); In re Boscov’s, No. 08-11637 (KG)
(Bankr. D. Del. Aug. 15, 2008) (same); In re Goody’s Family Clothing, Inc., No. 08-11133 (CSS)
(Bankr. D. Del. June 13, 2008) (same).
43. Thus, to the extent that such provisions or restrictions exist in any of the leases of
the stores subject to the Store Closings, the Debtors request that the Court authorize the Debtors
and or the Consultant to conduct the Sales and Store Closings without reference to any such
restrictive provisions or interference by any landlords or other persons affected, directly or
indirectly, by the Sales.
26
VI. The Court Should Approve the Abandonment of Certain Property in Connection
with any Liquidation Sales.
44. After notice and a hearing, a debtor “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)
(stating that a trustee “may abandon his claim to any asset, including a cause of action, he deems
less valuable than the cost of asserting that claim”).
45. The Debtors are seeking to sell all FF&E remaining in the Closing Stores.
However, the Debtors may determine that the costs associated with holding or selling certain
property or FF&E exceeds the proceeds that will be realized upon its sale or that such property is
not sellable at all. In such event, the property would be of inconsequential value and benefit to the
estates and/or may be burdensome to retain.
46. To maximize the value of the Debtors’ assets and to minimize the costs to the
estates, the Debtors respectfully request authority to abandon any of their remaining FF&E or other
property located at any of the Closing Stores without incurring liability to any person or entity.
The Debtors further request that the landlord of each Closing Store with any abandoned FF&E or
other property be authorized to dispose of such property without liability to any third parties.
47. Notwithstanding the foregoing, the Debtors will utilize all commercially reasonable
efforts to remove or cause to be removed any confidential or personal identifying information
(which means information that, alone or in conjunction with other information, identifies an
individual, including, but not limited to, an individual’s name, social security number, date of birth,
government-issued identification number, account number, and credit or debit card number) in any
of the Debtors’ hardware, software, computers, or cash registers or similar equipment that are to
be sold or abandoned.
27
VII. The Court Should Approve the Procedures Relating to the Supplemental Closing
Stores.
48. The Debtors request that the Store Closing Procedures and the Order apply to any
Supplemental Closing Stores. To provide landlords and other parties in interest with information
regarding the ultimate disposition of the Closing Stores, to the extent that the Debtors seek to
conduct the Sales at any Supplemental Closing Store, the Debtors will file a Supplemental Closing
Store List with the Court and serve a notice of their intent to conduct the Sales at the Supplemental
Closing Stores on the applicable landlords (the “Supplemental Closing Store Landlords”) and
interested parties, including the (a) the U.S. Trustee for the District of Delaware; (b) the holders
of the 50 largest unsecured claims against the Debtors (on a consolidated basis); (c) counsel to the
DIP ABL Agent and the Prepetition ABL Agent; (d) counsel to the DIP Term Loan Agent;
(e) co-counsel to the Consultant; (f) the United States Attorney’s Office for the District of
Delaware; (g) the Internal Revenue Service; (h) the state attorneys general for all states in which
the Debtors conduct business; (i) counsel to certain majority equity holders for Debtor Forever 21,
Inc.; (j) Dispute Notice Parties; and (k) any party that requests service pursuant to Bankruptcy
Rule 2002 by email (to the extent available to the Debtors) or overnight mail. With respect to
Supplemental Closing Store Landlords, the Debtors will mail such notice to the notice address set
forth in the lease for such Supplemental Closing Store (or, if none, at the last known address
available to the Debtors) and to their counsel, if known.
49. The Debtors propose that the Supplemental Closing Store Landlords (each of whom
will have already been served with this Motion and the Order) and any interested parties have
seven days after service of the applicable Supplemental Closing Store List to object to the
application of the Order to their Stores. If no timely objections are filed with respect to the
application of the Order to an Additional Closing Store, then the Debtors should be authorized,
28
pursuant to sections 105(a) and 363(b) and (f) of the Bankruptcy Code, to proceed with conducting
the Sales at the Additional Closing Store in accordance with the Order, the Store Closing
Procedures, and the Consulting Agreement. If any objections are filed with respect to the
application of the Order to an Additional Closing Store, and such objections are not resolved, the
objections and the application of the Order to the Supplemental Closing Store will be considered
by the Court at the next regularly scheduled omnibus hearing, subject to the rights of any party to
seek relief on an emergency basis on shortened notice, to the extent necessary so that the Debtors
can move promptly to maximize value and minimize expenses for the benefit of their creditors and
stakeholders. See In re Charming Charlie Holdings, Inc., No. 17-12906 (CSS) (Bankr. D. Del.
Jan. 13, 2017) (approving procedures on an interim basis); In re rue21, inc., No. 17-22045 (Bankr.
W.D. Pa. May 18, 2017) (approving similar procedures for supplemental stores on an interim
basis); In re APP Winddown, LLC (f/k/a American Apparel, LLC), No. 16-12551 (Bankr. D. Del.
Dec. 19, 2016) (approving similar procedures for supplemental stores on a final basis); In re
Golfsmith Int’l Holdings, Inc., No. 16-12033 (LSS) (Bankr. D. Del. Oct. 13, 2016) (same); In re
Orchard Supply Hardware Stores Corp., No. 13-11565 (CSS) (Bankr. D. Del. June 28, 2013)
(same).
VIII. The Court Should Find that Any Sale of the Store Closure Assets Does Not Require
the Appointment of a Consumer Privacy Ombudsman.
50. Section 363(b)(1) of the Bankruptcy Code provides that a debtor may not sell or
release personally identifiable information about individuals unless such sale or lease is consistent
with its policies or upon appointment of a consumer privacy ombudsman pursuant to section 332
of the Bankruptcy Code. The Debtors will not be selling or releasing personally identifiable
information in the course of the Sales, although the Debtors request that the Consultant will be
29
authorized to distribute emails and promotional materials to the Debtors’ customers. Therefore,
appointment of a consumer privacy ombudsman is unnecessary.
The Requirements of Bankruptcy Rule 6003 Are Satisfied
51. Bankruptcy Rule 6003 empowers a court to grant relief within the first 21 days after
the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable harm.”
Fed. R. Bankr. P 6003. For the reasons discussed above, authorizing the Debtors to enter into the
Consulting Agreement, approving store closing or similar themed sales in accordance with the
Store Closing Procedures, and granting the other relief requested herein is integral to the Debtors’
ability to transition their operations into these chapter 11 cases smoothly. Failure to receive such
authorization and other relief during the first 21 days of these chapter 11 cases would severely
disrupt the Debtors’ operations at this critical juncture. For the reasons discussed herein, the relief
requested is necessary in order for the Debtors to operate their business in the ordinary course,
preserve the going concern value of the Debtors’ operations and, maximize the value of their
estates for the benefit of all stakeholders. Accordingly, the Debtors submit that they have satisfied
the “immediate and irreparable harm” standard of Bankruptcy Rule 6003 to support granting the
relief requested herein.
Reservation of Rights
52. Nothing contained in this Motion or any actions taken by the Debtors pursuant to
relief granted in the Order is intended or shall be construed as: (a) an admission as to the validity,
priority, or amount of any particular claim against a Debtor entity; (b) a waiver of the Debtors’ or
any other party in interest’s rights to dispute any particular claim on any grounds; (c) a promise or
requirement to pay any particular claim; (d) an implication or admission that any particular claim
is of a type specified or defined in this Motion or any order granting the relief requested by this
Motion; (e) a request or authorization to assume any agreement, contract, or lease pursuant to
30
section 365 of the Bankruptcy Code; (f) a waiver or limitation of the Debtors’ or any other party
in interest’s rights under the Bankruptcy Code or any other applicable law; or (g) a concession by
the Debtors or any other party in interest that any liens (contractual, common law, statutory, or
otherwise) satisfied pursuant to this Motion are valid and the Debtors and all other parties in
interest expressly reserve their rights to contest the extent, validity, or perfection, or to seek
avoidance of all such liens. If the Court grants the relief sought herein, any payment made pursuant
to the Court’s Order is not intended and should not be construed as an admission as to the validity,
priority, or amount of any particular claim or a waiver of the Debtors’ or any other party in
interest’s right to subsequently dispute such claim.
Waiver of Bankruptcy Rule 6004(a) and 6004(h)
53. To implement the foregoing successfully, the Debtors request that the Court enter
an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a) and
that the Debtors have established cause to exclude such relief from the 14-day stay period under
Bankruptcy Rule 6004(h).
Notice
54. The Debtors will provide notice of this Motion to: (a) the U.S. Trustee for the
District of Delaware; (b) the holders of the 50 largest unsecured claims against the Debtors (on a
consolidated basis); (c) the administrative agent under the Debtors’ prepetition revolving credit
facility and the Debtors’ proposed debtor in possession ABL financing facility and counsel thereto;
(d) the administrative agent under the Debtors’ proposed debtor in possession term loan facility
and counsel thereto; (e) counsel to certain of the Debtors’ landlords; (f) the United States
Attorney’s Office for the District of Delaware; (g) the Internal Revenue Service; (h) the state
attorneys general for all states in which the Debtors conduct business; (i) counsel to certain
majority equity holders for Debtor Forever 21, Inc.; (j) the landlords of the Closing Stores; and
31
(k) any party that requests service pursuant to Bankruptcy Rule 2002. The Debtors submit that, in
light of the nature of the relief requested, no other or further notice need be given.
No Prior Request
55. No prior request for the relief sought in this Motion has been made to this or any
other court.
32
WHEREFORE, the Debtors respectfully request entry of the Order, substantially in the
forms attached hereto as Exhibit A, (a) granting the relief requested herein and (b) granting such
other relief as is just and proper.
Dated: October 1, 2019 /s/ Laura Davis Jones

Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436)
James E. O’Neill (DE Bar No. 4042)
Timothy P. Cairns (DE Bar No. 4228)
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: [email protected]
[email protected]
[email protected]
-and-
Joshua A. Sussberg, P.C. (admitted pro hac vice)

Aparna Yenamandra (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
-and-
Anup Sathy, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Proposed Co-Counsel for the Debtors and Debtors in

Possession
Case 19-12122-KG Doc 81-1 Filed 10/01/19 Page 1 of 75
Exhibit A
Proposed Order
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
FOREVER 21, INC., et al.,1 ) Case No. 19-12122 (KG)
)
Debtors. ) (Joint Administration Requested)
)
) Re: Docket No. _____
ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO

THE CONSULTING AGREEMENT, (II) APPROVING PROCEDURES
FOR STORE CLOSING SALES, AND (III) GRANTING RELATED RELIEF
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for entry of an order (this “Order”) (a) authorizing the Debtors to
enter into the Consulting Agreement, attached hereto as Annex 1, (b) authorizing and approving
the Store Closing Procedures, attached hereto as Annex 3, with such sales to be free and clear of
all liens, claims and encumbrances, (c) authorizing the Debtors to conduct the Store Closings, and
(d) granting related relief, all as more fully set forth in the Motion; and upon the First Day
Declaration and the Store Closing Declaration; and this 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 February 29, 2012; and this Court
having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that this Court
may enter an Order consistent with Article III of the United States Constitution; and this Court
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Forever 21, Inc. (4795); Alameda Holdings, LLC (2379); Forever 21 International Holdings,
Inc. (4904); Forever 21 Logistics, LLC (1956); Forever 21 Real Estate Holdings, LLC (4224); Forever 21 Retail,
Inc. (7150); Innovative Brand Partners, LLC (7248); and Riley Rose, LLC (6928). The location of the Debtors’
service address is: 3880 N. Mission Road, Los Angeles, California 90031.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
having found that venue of this proceeding and the Motion in this district is proper pursuant
to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion
and opportunity for a hearing on the Motion were appropriate under the circumstances and no other
notice need be provided, as set forth herein; and this Court having reviewed the Motion and having
heard the statements in support of the relief requested therein at a hearing before this Court
(the “Hearing”); and this Court having determined that the legal and factual bases set forth in the
Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the
proceedings had before this Court; and after due deliberation and sufficient cause appearing
therefor, it is HEREBY FOUND AND DETERMINED THAT:3
1. The Debtors have advanced sound business reasons for seeking to enter into the
Consulting Agreement and adopt the Store Closing Procedures as set forth in the Motion and at
the Hearing and entering into the Consulting Agreement is a reasonable exercise of the Debtors’
business judgment and in the best interests of the Debtors and their estates.
2. The conduct of the Sales in accordance with the Store Closing Procedures will
provide an efficient means for the Debtors to dispose of the Store Closure Assets.
3. The Consulting Agreement was negotiated, proposed, and entered into by the
Consultant and the Debtors without collusion, in good faith, and from arm’s-length bargaining
positions.
4. Entry into the Consulting Agreement is a sound exercise of the Debtors’ business
judgment.
3
Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of
fact where appropriate. See Fed. R. Bankr. P. 7052.
2
5. The relief set forth herein is necessary to avoid immediate and irreparable harm to
the Debtors and their estates, and the Debtors have demonstrated good, sufficient, and sound
business purposes and justifications for the relief approved herein.
6. The Store Closings and Sales are in the best interest of the Debtors’ estates.
7. The Debtors have represented that they are neither selling nor leasing personally
identifiable information pursuant to the Motion, although the Consultant will be authorized to
distribute emails and promotional materials to the Debtors’ customers.
8. The Consultant submitted a declaration identifying the Consultant’s connections to
certain creditors and parties in interest in these cases [Docket No. ____ ].
9. The entry of this Order is in the best interests of the Debtors and their estates,
creditors, and interest holders and all other parties in interest herein; and now therefore
IT IS HEREBY ORDERED THAT:
10. The Motion is granted on a final basis as provided herein.
11. The Debtors are authorized and empowered to take any and all further actions as
may be reasonably necessary or appropriate to give effect to this Order.
12. To the extent of any conflict between this Order, the Store Closing Procedures, and
the Consulting Agreement, the terms of this Order shall control over all other documents and the
Store Closing Procedures shall control over the Consulting Agreement.
13. Notwithstanding Bankruptcy Rule 6004(h), this Order shall take effect immediately
upon its entry.
I. Authority to Enter into the Consulting Agreement.
14. Entry into the Consulting Agreement by the Debtors pursuant to section 363(b)(1)
of the Bankruptcy Code is approved on a final basis. The Debtors are authorized to act and perform
in accordance with the terms of the Consulting Agreement, including making payments required
3
by the Consulting Agreement to the Consultant, without the need for any application of the
Consultant or a further order of the Court.
15. With respect to reasonable and documented costs and expenses incurred by the
Consultant pursuant to the Consulting Agreement and fees due to the Consultant on account of
services provided from the Petition Date through the date of entry of this Order, the Consultant
shall be entitled to and shall receive reimbursement of such reasonable and documented costs and
expenses incurred and fees earned pursuant to the Consulting Agreement without the need for any
further application to or approval of the Court and/or compliance with any fee guidelines
established by the Office of the United States Trustee. All such payments of fees and
reimbursement of expenses shall be free and clear of any and all encumbrances.
16. Notwithstanding anything to the contrary in the Consulting Agreement, the Debtors
and their estates shall not indemnify the Consultant except as may be provided in the
Consulting Agreement.
II. Authority to Engage in Sales and Conduct Store Closings.
17. The Debtors are authorized, pursuant to sections 105(a) and 363(b)(1) of the
Bankruptcy Code, but not directed, to immediately conduct Sales at the Closing Stores in
accordance with this Order, the Store Closing Procedures, and the Consulting Agreement, as may
be modified by a Side Letter (as defined below) between the Debtors and/or the Consultant and
the landlords at the closing locations.
18. The Store Closing Procedures are approved in their entirety.
19. The Debtors are authorized, but not directed, to discontinue operations at the
Closing Stores in accordance with this Order and the Store Closing Procedures.
20. All entities that are presently in possession of some or all of the Merchandise or
FF&E in which the Debtors hold an interest that are or may be subject to the Consulting Agreement
4
or this Order hereby are directed to surrender possession of such Merchandise or FF&E to the
Debtors or the Consultant.
21. Neither the Debtors nor the Consultant nor any of their officers, employees, or
Consultants shall be required to obtain the approval of any third party, including, without
limitation, any Governmental Unit (as defined in Bankruptcy Code section 101(27)) or landlord,
to conduct the Sales and to take the related actions authorized herein.
III. Conduct of the Sales.
22. All newspapers and other advertising media in which the Sales may be advertised
and all landlords are directed to accept this Order as binding authority so as to authorize the
Debtors and the Consultant to conduct the Sales and the sale of Merchandise, FF&E, and
Additional Consultant Goods pursuant to the Consulting Agreement, including, without limitation,
to conduct and advertise the sale of the Merchandise, FF&E, and Additional Consultant Goods in
the manner contemplated by and in accordance with this Order, the Store Closing Procedures, and
the Consulting Agreement.
23. The Debtors and Consultant are hereby authorized to take such actions as may be
necessary and appropriate to implement the Consulting Agreement and to conduct the Store
Closings without necessity of further order of this Court as provided in this Order, the Consulting
Agreement, or the Store Closing Procedures, including, but not limited to, advertising the sale as
a “store closing sale,” “sale on everything,” “everything must go,” or similar-themed sales through
the posting of signs (including the use of exterior banners at non-enclosed mall closing locations,
and at enclosed mall closing locations to the extent the applicable closing location entrance does
not require entry into the enclosed mall common area), use of signwalkers and street signage;
provided, however, that only Debtor-approved terminology will be used at each Closing Store in
connection with the Sales.

5
24. Notwithstanding anything herein to the contrary, and in view of the importance of
the use of sign-walkers, banners, and other advertising to the sale of the Merchandise, FF&E, and
Additional Consultant Goods, to the extent that disputes arise during the course of such sale
regarding laws regulating the use of sign-walkers, banners or other advertising and the Debtors
and the Consultant are unable to resolve the matter consensually, any party may request an
immediate telephonic hearing with this Court pursuant to these provisions. Such hearing will, to
the extent practicable, be scheduled initially within two (2) business days of such request. This
scheduling shall not be deemed to preclude additional hearings for the presentation of evidence or
arguments as necessary.
25. The Consultant is hereby authorized to include in the Sales Additional Consultant
Goods in accordance with the terms and provisions of the Consulting Agreement.
26. All transactions relating to the Additional Consultant Goods are, shall be construed
as, and are acknowledged by the Debtors to be a true consignment from Consultant to the Debtors
under Article 9 of the Uniform Commercial Code in effect in the State of Delaware (the “UCC”).
Consultant is hereby granted a first priority security interest in (i) the Additional Consultant Goods
and (ii) the Additional Consultant Goods proceeds, which security interest shall be deemed
perfected on an final basis pursuant to this Order without the requirement of filing UCC financing
statements or providing notifications to any prior secured parties (provided that Consultant is
hereby authorized to deliver any notices and file any financing statements and amendments thereof
under the applicable UCC identifying Consultant’s interest in the Additional Consultant Goods
(and any proceeds from the sale thereof) as consigned goods thereunder and the Debtors as the
consignee therefor, and Consultant’s security interest in such Additional Consultant Goods and
Additional Consultant Goods proceeds). As part of each weekly reconciliation, the Debtors shall
6
turnover all proceeds from the sale of Additional Consultant Goods to the Consultant, net of any
fee payable to the Debtors pursuant to the Consulting Agreement.
27. Except as expressly provided in the Consulting Agreement, the sale of the
Merchandise, FF&E, and Additional Consultant Goods shall be conducted by the Debtors and the
Consultant notwithstanding any restrictive provision of any lease, sublease, restrictive covenant,
or other agreement relative to occupancy affecting or purporting to restrict the conduct of the Store
Closings or the Sales (including the sale of the Merchandise, FF&E, and Additional Consultant
Goods) and the rejection of leases, abandonment of assets, or “going dark” provisions, and such
provisions shall not be enforceable in conjunction with the Sales or the Store Closings. Breach of
any such provisions in these chapter 11 cases in conjunction with the Store Closings or the Sales
shall not constitute a default under a lease or provide a basis to terminate the lease; provided that
the Store Closings and Sales are conducted in accordance with the terms of this Order and the
Store Closing Procedures. The Consultant and landlords of the Closing Stores are authorized to
enter into agreements (“Side Letters”) between themselves modifying the Store Closing
Procedures and, for the avoidance of doubt, the terms of the applicable Sales, without further order
of the Court, and such Side Letters shall be binding as among the Consultant and any such
landlords. In the event of any conflict between the Store Closing Procedures, this Order, and any
Side Letter, the terms of such Side Letter shall control.
28. Except as expressly provided for herein or in the Store Closing Procedures, and
except with respect to any Governmental Unit (as to which paragraphs 40 and 41 shall apply), no
person or entity, including, but not limited to, any landlord, licensor, service provider, utility, or
creditor, shall take any action to directly or indirectly prevent, interfere with, or otherwise hinder
consummation of the Sales or the sale of Merchandise, FF&E, and Additional Consultant Goods,
7
or the advertising and promotion (including the posting of signs and exterior banners or the use of
signwalkers) of such Sales, and all such parties and persons of every nature and description,
including, but not limited to, any landlord, licensor, service provider, utility, and creditor and all
those acting for or on behalf of such parties, are prohibited and enjoined from (a) interfering in
any way with, obstructing, or otherwise impeding, the conduct of the Sales and/or the Store
Closings, and/or (b) instituting any action or proceeding in any court (other than this Court) or
administrative body seeking an order or judgment against, among others, the Debtors, the
Consultant, or the landlords at the Closing Stores that might in any way directly or indirectly
obstruct or otherwise interfere with or adversely affect the conduct of the Sales or other liquidation
sales at the Closing Stores and/or seek to recover damages for breach(es) of covenants or
provisions in any lease, sublease, license, or contract based upon any relief authorized herein.
29. In accordance with and subject to the terms and conditions of the Consulting
Agreement, the Consultant shall have the right to use the Stores and all related Store services,
furniture, fixtures, equipment, and other assets of the Debtors for the purpose of conducting the
Sales, free of any interference from any entity or person, subject to compliance with the Store
Closing Procedures and this Order.
30. During the Sale Term, the Debtors shall be authorized to accept the Debtors’
validly-issued gift certificates and gift cards that were issued by the Debtors prior to the Sale
Commencement Date (as defined in the Consulting Agreement), in accordance with the Debtors’
gift certificate and gift card policies and procedures as they existed on the Petition Date, and accept
returns of Merchandise sold by the Debtors prior to the Sale Commencement Date; provided that
such return is otherwise in compliance with the Debtors’ return policies in effect as of the date
8
such item was purchased and the customer is not repurchasing the same item so as to take
advantage of the sale price being offered by the Debtors in the Sales.
31. All sales of Store Closure Assets shall be “as is” and final. Returns related to the
purchase of Store Closure Assets shall not be accepted at stores that are not participating in the
Sales. However, as to the Closing Stores, all state and federal laws relating to implied warranties
for latent defects shall be complied with and are not superseded by the sale of said goods or the
use of the terms “as is” or “final sales.”
32. The Consultant shall not be liable for sales taxes except as expressly provided in
the Consulting Agreement and the payment of any and all sales taxes is the responsibility of the
Debtors. The Debtors are directed to remit all taxes arising from the Sales to the applicable
Governmental Units as and when due, provided that in the case of a bona fide dispute the Debtors
are only directed to pay such taxes upon the resolution of the dispute, if and to the extent that the
dispute is decided in favor of the applicable Governmental Unit. For the avoidance of doubt, sales
taxes collected and held in trust by the Debtors shall not be used to pay any creditor or any other
party, other than the applicable Governmental Unit for which the sales taxes are collected. The
Consultant shall collect, remit to the Debtors, and account for sales taxes as and to the extent
provided in the Consulting Agreement. This Order does not enjoin, suspend, or restrain the
assessment, levy, or collection of any tax under state law and does not constitute a declaratory
judgment with respect to any party’s liability for taxes under state law.
33. Pursuant to section 363(f) of the Bankruptcy Code, the Consultant, on behalf of the
Debtors, is authorized to sell Store Closure Assets free and clear of any and all liens, claims,
encumbrances, and other interests as provided for herein because in each case, one or more of the
standards set forth in section 363(f)(1)–(5) has been satisfied; provided, however, that any such
9
liens, claims, encumbrances, and other interests shall attach to the proceeds of the sale of the Store
Closure Assets with the same validity, in the amount, with the same priority as, and to the same
extent that any such liens, claims, and encumbrances have with respect to the Store Closure Assets,
subject to any claims and defenses that the Debtors may possess with respect thereto and the
Consultant’s fees and expenses (as provided in the Consulting Agreement).
34. To the extent that the Debtors propose to sell or abandon FF&E that may contain
personal and/or confidential information about the Debtors’ employees and/or customers
(the “Confidential Information”), the Debtors shall remove the Confidential Information from such
items of FF&E before such sale or abandonment.
35. The Debtors are authorized and empowered to transfer Merchandise, FF&E, and
Additional Consultant Goods among, and into, the Closing Stores. The Debtors are further
authorized to sell the FF&E and abandon the same, in each case, as provided for and in accordance
with the terms of the Consulting Agreement and this Order, including, but not limited to, Closing
Store signage.
36. Notwithstanding this or any other provision of this Order, nothing shall prevent or
be construed to prevent the Consultant (individually, as part of a joint venture, or otherwise) or
any of its affiliates from providing additional services to and/or bidding on the Debtors’ assets not
subject to the Consulting Agreement pursuant to an Consulting Agreement or otherwise
(“Additional Assets”). The Consultant (individually, as part of a joint venture, or otherwise) or
any of its affiliates are hereby authorized to bid on, guarantee, or otherwise acquire such Additional
Assets, or offer to provide additional services, notwithstanding anything to the contrary in the
Bankruptcy Code or other applicable law, provided that such services guarantee, transaction, or
acquisition is approved by separate order of this Court.
10
IV. Procedures Relating to Supplemental Closing Stores.
37. To the extent that the Debtors seek to conduct the Sales at any Supplemental
Closing Store, the Store Closing Procedures and this Order shall apply to the Supplemental Closing
Stores.
38. At least seven days prior to commencing the Sales at any Supplemental Closing
Store, the Debtors will consult with the DIP ABL Agent and the DIP Term Loan Agent and file a
list of such Supplemental Closing Stores with this Court (each, a “Supplemental Closing Store
List”) and serve a notice of their intent to conduct the Sales at the Supplemental Closing Stores on
the applicable landlords (the “Supplemental Closing Store Landlords”) and interested parties,
including (a) the U.S. Trustee for the District of Delaware; (b) the holders of the 50 largest
unsecured claims against the Debtors (on a consolidated basis); (c) counsel to the DIP ABL Agent
and the Prepetition ABL Agent; (d) counsel to the DIP Term Loan Agent; (e) co-counsel to the
Consultant; (f) the United States Attorney’s Office for the District of Delaware; (g) the Internal
Revenue Service; (h) the state attorneys general for all states in which the Debtors conduct
business; (i) counsel to certain majority equity holders for Debtor Forever 21, Inc.; (j) the Dispute
Notice Parties; and (k) any party that requests service pursuant to Bankruptcy Rule 2002, by email
(to the extent available to the Debtors) or overnight mail. With respect to Supplemental Closing
Store Landlords, the Debtors will mail such notice to the notice address set forth in the lease for
such Supplemental Closing Store (or, if none, at the last known address available to the Debtors)
and to counsel thereto, if known.
39. The Supplemental Closing Store Landlords and any interested parties shall have
seven days after service of the applicable Supplemental Closing Store List to object to the
application of this Order. If no timely objections are filed with respect to the application of this
Order to a Supplemental Closing Store, the Debtors are authorized, pursuant to sections 105(a),
11
and 363(b) and (f) of the Bankruptcy Code, to proceed with conducting the Sales at the
Supplemental Closing Store in accordance with this Order, the Store Closing Procedures, and the
Consulting Agreement. If any objections are filed with respect to the application of this Order to
a Supplemental Closing Store and such objections are not resolved, the objections and the
application of this Order to the Supplemental Closing Store will be considered by the Court at the
next regularly scheduled omnibus hearing, subject to the rights of any party to seek relief on an
emergency basis on shortened notice, to the extent necessary.
V. Dispute Resolution Procedures with Governmental Units.
40. Nothing in this Order, the Consulting Agreement, or the Store Closing Procedures,
releases, nullifies, or enjoins the enforcement of any liability to a governmental unit under
environmental laws or regulations (or any associated liabilities for penalties, damages, cost
recovery, or injunctive relief) to which any entity would be subject as the owner, lessor, lessee, or
operator of the property after the date of entry of this Order. Nothing contained in this Order, the
Consulting Agreement, or the Store Closing Procedures shall in any way
(a) diminish the obligation of any entity to comply with environmental laws or (b) diminish the
obligations of the Debtors to comply with environmental laws consistent with its rights and
obligations as debtor in possession under the Bankruptcy Code. The Store Closings and the Sales
shall not be exempt from laws of general applicability, including, without limitation, public health
and safety, criminal, tax, labor, employment, environmental, antitrust, fair competition, traffic, and
consumer protection laws, including consumer laws regulating deceptive practices and false
advertising (collectively, “General Laws”). Nothing in this Order, the Consulting Agreement, or
the Store Closing Procedures, shall alter or affect obligations to comply with all applicable federal
safety laws and regulations. Nothing in this Order shall be deemed to bar any Governmental Unit
(as such term is defined in section 101(47) of the Bankruptcy Code) from enforcing General Laws,
12
subject to the Debtors’ rights to assert in that forum or before this Court that any such laws are not
in fact General Laws or that such enforcement is impermissible under the Bankruptcy Code or this
Order. Notwithstanding any other provision in this Order, no party waives any rights to argue any
position with respect to whether the conduct was in compliance with this Order and/or any
applicable law, or that enforcement of such applicable law is preempted by the Bankruptcy Code.
Nothing in this Order shall be deemed to have made any rulings on any such issues.
41. To the extent that the sale of Merchandise, FF&E, or Additional Consultant Goods
is subject to any Liquidation Sale Laws, including any federal, state or local statute, ordinance, or
rule, or licensing requirement directed at regulating “going out of business,” “store closing,”
similar inventory liquidation sales, or bulk sale laws, laws restricting safe, professional and non-
deceptive, customary advertising such as signs, banners, posting of signage, and use of sign-
walkers solely in connection with the sale and including ordinances establishing license or permit
requirements, waiting periods, time limits, or bulk sale restrictions that would otherwise apply
solely to the sale of the Merchandise, FF&E, or Additional Consultant Goods, the Dispute
Resolution Procedures in this section shall apply:
a. Provided that the Sales are conducted in accordance with the terms of the
Order and the Store Closing Procedures, and in light of the provisions in the
laws of many Governmental Units (as defined in the Bankruptcy Code) that
exempt court-ordered sales from their provisions, the Debtors and the
Consultant will be presumed to be in compliance with any Liquidation Sale
Laws and are authorized to conduct the Sales in accordance with the terms
of the Order and the Store Closing Procedures without the necessity of
further showing compliance with any such Liquidation Sale Laws.
b. Within five (5) business days after entry of the Order, the Debtors shall have
served by email, facsimile, or first-class mail, copies of the Order, the
Consulting Agreement, and the Store Closing Procedures on the following:
(i) the landlords for the Closing Stores; (ii) the Attorney General’s office
for each state in which the Sales are being held; (iii) the county consumer
protection agency or similar agency for each county in which the Sales are
being held; and (iv) the division of consumer protection for each state in
which the Sales are being held (collectively, the “Dispute Notice Parties”).
13
c. With respect to any Supplemental Stores, within five (5) business days after
filing any Supplemental Closing Store List with the Court, the Debtors will
serve by email, facsimile, or first-class mail, copies of the Order, the
Consulting Agreement, the Store Closing Procedures, and the Supplemental
Closing Store List on the Dispute Notice Parties.
d. To the extent that there is a dispute arising from or relating to the Sales, the
Order, the Consulting Agreement, or the Store Closing Procedures, which
dispute relates to any Liquidation Sale Laws (a “Reserved Dispute”), the
Court shall retain exclusive jurisdiction to resolve the Reserved Dispute.
Any time within ten days following entry or service of any Supplemental
Closing Store List, as applicable, any Governmental Unit may assert that a
Reserved Dispute exists by sending a notice (the “Dispute Notice”)
explaining the nature of the dispute to: (i) the Debtors, 3880 N. Mission
Road, Los Angeles, California 90031, Attn: Scott Hampton
([email protected]); (ii) proposed counsel to the Debtors,
Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York
10022, Attn: Joshua A. Sussberg, P.C. ([email protected]) and
Aparna Yenamandra ([email protected]) and Kirkland &
Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Anup
Sathy, P.C. ([email protected]); (iii) proposed co-counsel to the
Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th
Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801),
Attn: Laura Davis Jones ([email protected]), James E. O’Neill
(jo’[email protected]), and Timothy P. Cairns ([email protected]);
(iv) proposed special counsel to the Debtors, Montgomery McCracken
Walker & Rhoads, 437 Madison Avenue, New York, NY 10022, Attn:
Maura I. Russell; (v) co-counsel to the Consultant, Riemer & Braunstein
LLP, Times Square Tower, Seven Times Square, Suite 2506, New York,
New York 10036, Attn: Steven E. Fox ([email protected]);
(vi) co-counsel to the Consultant, Pepper Hamilton, LLP, Hercules Plaza,
Suite 5100, 1313 N. Market Street, P.O. Box 1709, Wilmington, Delaware
19899-1709, Attn: Douglas Herrmann ([email protected]);
(vii) the United States Trustee, 844 King Street, Suite 2207, Lockbox 35,
Wilmington, Delaware 19801, Attn: Juliet M. Sarkessian
([email protected]); (viii) counsel to any statutory committee
appointed in these chapter 11 cases; (iv) counsel to the administrative agent
under the Debtors’ prepetition revolving credit facility and the Debtors’
proposed debtor in possession ABL financing facility, Morgan, Lewis &
Bockius LLP, One Federal Street, Boston, Massachusetts 02110, Attn: Julia
Frost-Davies ([email protected]) and Christopher L.
Carter ([email protected]) and Richards, Layton &
Finger, PA, One Rodney Square, 920 North King St., Wilmington,
Delaware 19801, Attn: Mark D. Collins ([email protected]); and (x) counsel
to the administrative agent under the Debtors’ proposed debtor in
possession term loan facility, Schulte Roth & Zabel LLP, 919 Third
Avenue, New York, New York 10022, Attn: Adam C. Harris
14
([email protected]), Frederic L. Ragucci ([email protected]),

and Marc B. Friess ([email protected]). If the Debtors, the Consultant,
and the Governmental Unit are unable to resolve the Reserved Dispute
within 15 days after service of the Dispute Notice, the Governmental Unit
may file a motion with the Court requesting that the Court resolve the
Reserved Dispute (a “Dispute Resolution Motion”).
e. In the event that a Dispute Resolution Motion is filed, nothing in the Order
shall preclude the Debtors, a landlord, or any other interested party from
asserting (i) that the provisions of any Liquidation Sale Laws are preempted
by the Bankruptcy Code, or (ii) that neither the terms of the Order nor the
conduct of the Debtors pursuant to the Order violates such Liquidation Sale
Laws. Filing a Dispute Resolution Motion as set forth herein shall not be
deemed to affect the finality of the Order or to limit or interfere with the
Debtors’ or the Consultant’s ability to conduct or to continue to conduct the
Sales pursuant to the Order, absent further order of the Court. Upon the
entry of the Order, the Court grants authority for the Debtors and the
Consultant to conduct the Sales pursuant to the terms of the Order, the
Consulting Agreement, and/or the Store Closing Procedures and to take all
actions reasonably related thereto or arising in connection therewith. The
Governmental Unit will be entitled to assert any jurisdictional, procedural,
or substantive arguments it wishes with respect to the requirements of its
Liquidation Sale Laws or the lack of any preemption of such Liquidation
Sale Laws by the Bankruptcy Code. Nothing in the Order will constitute a
ruling with respect to any issues to be raised in any Dispute Resolution
Motion.
f. If, at any time, a dispute arises between the Debtors and/or the Consultant
and a Governmental Unit as to whether a particular law is a Liquidation Sale
Law, and subject to any provisions contained in the Order related to the
Liquidation Sale Laws, then any party to that dispute may utilize the
provisions of subparagraphs (c) and (d) above by serving a notice to the
other party and proceeding thereunder in accordance with those paragraphs.
Any determination with respect to whether a particular law is a Liquidation
Sale Law shall be made de novo.
42. Subject to paragraphs 40 and 41 above, each and every federal, state, or local
agency, departmental unit, or Governmental Unit with regulatory authority over the Sales, and all
newspapers and other advertising media in which the Sales are advertised shall consider this Order
as binding authority that no further approval, license, or permit of any Governmental Unit shall be
required, nor shall the Debtors or the Consultant be required to post any bond to conduct the Sales.
15
VI. Other Provisions.
43. The Consultant shall not be liable for any claims against the Debtors, and the
Debtors shall not be liable for any claims against Consultant, in each case, other than as expressly
provided for in the Consulting Agreement.
44. The Debtors shall not be required to comply with any state or local law requiring
that the Debtors pay an employee substantially contemporaneously with his or her termination;
provided that the Debtors shall pay any accrued wages to each terminated employee as
expeditiously as possible and in no event later than the later of (a) such employee’s next regularly
scheduled payday or (b) 5 business days following the termination date for such employee.
45. Within thirty (30) days of the conclusion of the Store Closing Sales process, the
Debtors shall file a summary report of such process that will include (i) the stores closed, (ii) gross
revenue from Store Closure Assets sold, and (iii) gross revenue from FF&E sold.
46. On a confidential basis and for professionals’ “eyes only” and upon the written
(including email) request of the U.S. Trustee, the DIP ABL Agent, the DIP Term Loan Agent, or
a committee of unsecured creditors, if any, the Debtors shall provide such requesting party, if any,
with copies of periodic reports concerning the Sales that are prepared by the Debtors, their
professionals or the Consultant, provided that the foregoing shall not require the Debtors, their
professionals, or the Consultant to prepare or undertake to prepare any additional or new reporting
not otherwise being prepared by the Debtors, their professionals, or the Consultant in connection
with the Sales.
47. Notwithstanding the relief granted in this Order and any actions taken pursuant to
such relief, nothing in this Order shall be deemed: (a) an admission as to the validity, priority, or
amount of any particular claim against a Debtor entity; (b) a waiver of the Debtors’ or any other
party in interest’s right to dispute any particular claim on any grounds; (c) a promise or requirement
16
to pay any particular claim; (d) an implication or admission that any particular claim is of a type
specified or defined in this Order or the Motion; (e) a request or authorization to assume any
agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) a waiver or
limitation of the Debtors’ or any other party in interest’s rights under the Bankruptcy Code or any
other applicable law; or (g) a concession by the Debtors or any other party in interest that any liens
(contractual, common law, statutory, or otherwise) satisfied pursuant to this Order are valid and
the Debtors and all other parties in interest expressly reserve their rights to contest the extent,
validity, or perfection or to seek avoidance of all such liens. Any payment made pursuant to this
Order should not be construed as an admission as to the validity, priority, or amount of any
particular claim or a waiver of the Debtors’ or any other party in interest’s rights to subsequently
dispute such claim.
48. Notwithstanding anything to the contrary contained herein, any payments made or
to be made by the Debtors pursuant to the Consulting Agreement or under this Order, and any
authorization contained in this Order, shall be in compliance with, and shall be subject to, any
order approving the Debtors’ postpetition financing facilities and/or use of cash collateral, and the
documentation in respect of any such postpetition financing facilities.4
49. 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) and the Local Rules are satisfied
by such notice.
4
Section 10.8 of the Consulting Agreement, requires that the parties negotiate language providing for the protection
of the Consultant’s Fees and Expenses on terms and conditions reasonably acceptable to each of the Consultant,
the agent under the Debtors’ proposed debtor in possession ABL financing facility, and the agent under the
Debtors’ proposed debtor in possession term loan facility. Such agreed upon language to be inserted here.
Consultant reserves all rights pending agreement on satisfactory language.
17
50. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order
are immediately effective and enforceable upon its entry.
51. The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Order in accordance with the Motion.
52. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Order or the Consulting
Agreement, including, but not limited to, (a) any claim or issue relating to any efforts by any party
or person to prohibit, restrict or in any way limit banner and sign-walker advertising, including
with respect to any allegations that such advertising is not being conducted in a safe, professional,
and non-deceptive manner, (b) any claim of the Debtors, the landlords and/or the Consultant for
protection from interference with the Store Closings or Sales, (c) any other disputes related to the
Store Closings or Sales, and (d) protect the Debtors and/or the Consultant against any assertions
of any liens, claims, encumbrances, and other interests. No such parties or person shall take any
action against the Debtors, the Consultant, the landlords, the Store Closings, or the Sales until this
Court has resolved such dispute. This Court shall hear the request of such parties or persons with
respect to any such disputes on an expedited basis, as may be appropriate under the circumstances.
Dated: __________, 2019

Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
18
Annex 1
Consulting Agreement
CONSULTING AGREEMENT
This Consulting Agreement, dated as of September 30, 2019 (this “Agreement”) is made
by and between FOREVER 21, INC. and certain of its U.S. affiliates identified on Exhibit “ A”
annexed hereto (collectively, the “Company”) and a contractual joint venture comprised of
GORDON BROTHERS RETAIL PARTNERS, EEC and HIECO MERCHANT RESOURCES,
EEC, each a limited liability company organized under the laws of the state of Delaware, with a
principal place of business located at 800 Boylston Street, 27'*’ Floor, Boston, MA 02199 and 5
Revere Drive, Suite 206, Northbrook, IE 60062, respectively (together, the “Consultant”).
RECITALS:
WHEREAS, the Company desires to retain Consultant to provide consulting services to

Company with respect to the disposition of the Merchandise and FF&E (each as defined below)
and related products and services, in the context of a “Store Closing Sale”, “Total Inventory
Blowout’”, “Everything Must Go,” “Everything On Sale” and similar themed sale (the “Sale”)
(but not as “going out of business” sales, or where prohibited by the Underlying Store Lease or
applicable state or local law until such time as the Approval Order (as defined below) is entered.
as Store Closing” sales) at (i) some or all of the Company’s retail store locations identified on
Exhibit A attached hereto (each individually, a “Store”, and collectively, the “Stores”; and (ii)
certain other Company’s retail store locations of the Company (collectively, the “Additional
Stores”) only to the extent designated by the Company as an Additional Designated Closing
Location, following designation thereof in accordance with Section 6.1 hereof (each such
Additional Designated Closing Locations, once designated, together with the Stores, a “Closing
Location” and collectively, the “Closing Locations”).
WHEREAS, the Company commenced a Chapter 11 Proceeding in the United States

Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”) on September 29, 2019;
WHEREAS, Consultant is willing to serve as the Company’s consultant for the purpose
of providing such consulting services, upon the terms and conditions and in the manner set forth
in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions
For the purposes of this Agreement, the terms listed below shall have the respective
meanings indicated:
“Central Services” shall mean those eentral administrative services provided by Company
that are necessary or appropriate for the conduct and support of the Sale, including, but not
limited to, use and/or access to Company’s: (i) inventory control system, (ii) payroll system, (iii)
accounting system, (iv) office facilities (including use of reasonably sized offices located at
Company’s central office facility to effect the Sale), (v) central administrative serviees and
personnel to process and perform sales audit, banking, aecounting, sale and expense
reconciliation, and other normal course administrative services customarily provided to or for the
benefit of operating the Closing Locations, (vi) no less than twice weekly email messages
targeted to the customers of the Closing Locations, which email messages will be designed by
Consultant (and approved by Company) and sent by Company or Company’s existing service
provider and (vii) such other central office services reasonably necessary or appropriate for the
Sale.
“Consultant Incun-ed Expenses” shall mean the aggregate amount of (i) Supervisor Costs;
(ii) advertising expenses (including direct media costs, agency fees and production costs)
(collectively, “Advertising Costs”), and interior and exterior signage and sign walkers (“Signage
Costs”) used in connection with the Sale; (iii) reasonable and documented travel expenses for
members of Consultant’s team (excluding Supervisors) in an aggregate amount not to exceed
$10,000; (iv) Consultant’s reasonable and documented general legal fees incurred in connection
with the negotiation of this Agreement in an aggregate amount not to exceed $25,000; provided,
however, in addition to, and not as part of, such capped amount. Company shall also reimburse
Consultant for its reasonable and documented legal fees and expenses incurred in connection
with negotiating any “side letters” with landlords of the Stores; and (v) certain miscellaneous
expenses, in each case in accordance with the budget of Consultant Incurred Expenses attached
hereto as Exhibit B (the “Budget”).
“Gross Sales” shall mean the sum of all proceeds derived from the sale of Merchandise
during the Sale Term (excluding amounts paid for sales, excise, or gross receipts taxes); plus (i)
all proceeds of fire, flood or other insurance covering the Merchandise, and (ii) the amount of
any gift cards or merchandise credits redeemed at the Closing Locations during the Sale Term;
provided, however, that it is expressly understood and agreed, that Gross Sales shall not include
sales (i) made by or on behalf of Company prior to the Sale Commencement Date or after the
Sale Termination Date, regardless of when the applicable Merchandise is delivered to or picked
up by the customer(s); and (ii) at Additional Stores until such time as they become Additional
Designated Closing Locations, and the Sale commences at such location, pursuant to Section 6.1
hereof.
“Lender Agenf’ shall mean JP Morgan Chase Bank, N.A., as administrative agent and
collateral agent for itself and the other Lenders.
“Lenders” means those lenders under that certain Credit Agreement, dated as of March 7,
2017 (as amended, restated, supplemented or otherwise modified from time to time and in effect
on the date hereof), by and among, among others, the Company, such lenders and the Lender
Agent.
“Merchandise” shall mean all inventory that is owned by Company and actually sold in
the Closing Locations during the Sale Term, the aggregate amount of which shall be determined
using the gross rings inventory taking method, which may include inventory that (i) is located at,
or in transit to the Closing Location as of the applicable Sale Commencement Date with respect
to each such Closing Location; and/or (ii) is located at the Company’s distribution centers and is
earmarked for sale in the Closing Locations by the Company prior to the Sale Commencement
Date as mutually agreed with Consultant; provided, however, the Company and the Consultant
2
agree that “Merchandise” shall expressly exclude: (1) goods which belong to sublessees,
licensees or concessionaires of Company; (2) goods held by the Company on memo or
consignment, unless otherwise agreed to by Company (in consultation with Lender Agent) and
Consultant; (3) FF&E; (4) Additional Consultant Goods; and (5) goods sold in the Additional
Stores until such time as they become Additional Designated Closing Locations, and the Sale
commences at such location, pursuant to Section 6.1 hereof.
“Sale Commencement Date” shall mean the first day following entry of the Approval
Order of the Bankruptcy Court approving this Agreement, but in no event later than October 31,
2019, except with respect an Additional Designated Closing Location, in which case the Sale
Commencement Date shall be the first day following the Company’s designation of such
Additional Store as an Additional Designated Closing Location and expiration of the notice
period, if any, associated with such Additional Store Supplement, as provided in Section 6.1
below, unless otherwise mutually agreed between Company and Consultant.
“Sale Expenses” shall mean all expenses incurred in connection with and attributable to
the Sale and the operation of the Stores during the Sale Term (including without limitation all
Consultant Incurred Expenses and all other store-level and corporate expenses associated with
the Sale such as payroll and occupancy).
“Sale Guidelines” shall mean the Sale Guidelines mutually agreed by Company and
Consultant and annexed to the Store Closing Motion which shall serve as the guidelines under
which the Sale shall be conducted.
“Sale Term” shall mean with respect to each Closing Location, the period of time
beginning with the Sale Commencement Date and ending on the Sale Termination Date.
“Sale Termination Date” shall mean a date no later than December 31, 2019 (unless
extended upon mutual agreement of Company and Consultant; or such earlier termination date(s)
as determined by the Company and the Consultant; except with respect to an Additional
Designated Closing Location, in which case, the Sale Termination Date shall be a date mutually
agreed between Company and Consultant, which in any event shall be no later than the last date
fixed by the Bankruptcy Court for the Company to assume or reject the lease for such Additional
Designated Closing Location.
“Services” shall mean the services to be performed by Consultant pursuant to Section 2.2
of this Agreement.
“Store Employees” shall mean those employees of the Company retained by Company to
conduct the Sale following consultation with Consultant; provided however that Company shall
exercise commercially reasonable best efforts to ensure that there are sufficient Store Employees
to reasonably conduct the Sale (as to number, and sales and management quality, with reference
to Company’s historic practices and periods); provided, further that in the event Company
nevertheless is unable to ensure that there are sufficient Store Employees to reasonably conduct
the Sale (as to number, and sales and management quality, with reference to Company’s historic
practices and periods). Company shall not be deemed in breach of this Agreement and
Consultant shall reasonably and equitably increase the Budget (with the consent of Lender
3
Agent) to reflect the Consultant’s need to obtain qualified temporary employees and/or
additional supervisors to adequately staff the Closing Locations.
“Sunervisorts)” shall mean the individual(s) whom Consultant shall engage to provide
Services in the Closing Locations to Company in connection with the Sale in accordance with
Section 2.3 below.
“Supervisor Costs” shall mean the following customary costs and expenses incurred by
Consultant with respect to Supervisors in accordance with the Budget,: (i) the weekly
compensation paid during the Sale Term per Supervisor (which in each case represents
Consultant’s actual costs); (ii) reasonable and documented travel expenses of the Supervisors
between Closing Locations during the Sale Term, and to and from the Closing Locations at the
commencement and conclusion of the Sale (and reasonable travel to and from the Supervisors’
homes during the Sale Term as is typical and customary in the liquidation industry); and (iii)
Supervisor deferred compensation.
“Underlying Store Leases” shall mean all leases, occupancy agreements, reciprocal
easement, license, or similar agreements pursuant to which Company has the right to occupy or
utilize the Closing Locations.
2. Consulting Services
2.1 Company hereby retains Consultant and Consultant hereby agrees to serve as the
exclusive independent consultant to the Company in connection with the conduct of the Sale as
set forth herein. With respect to the Sale, Consultant shall serve as the sole and exclusive
consultant to the Company relative to the conduct of the Sale at the Closing Locations
throughout the Sale Term.
2.2 On the terms and conditions set forth herein, commencing as of the Sale
Commencement Date, the Consultant shall provide the Company with the following Services
with respect to the conduct of the Sale:
(i) provision of approximately [__] qualified Supervisors to supervise and

assist Company in its conduct of the Sale as further described in Section 2.3 below, including
such lead, regional, financial, and field Supervisors as needed and agreed pursuant to the
following sentence to assist Company in conducting the Sale and oversee the Sale process. All
Supervisors shall have industry-specific experience conducting “Store Closing”, Total
Inventory Blowouf’, “Everything on Sale”, or similarly themed sales and shall act in a
professional manner; provided that the determination of the number of Supervisors supplied for
the Sale shall be determined jointly by the Company and the Consultant;
(ii) provide the Company with such oversight, supervision and guidance with
respect to the conduct of the Sale and the liquidation and disposal of the Merchandise and FF&E
from the Closing Locations as may be required to maximize Gross Sales;
(iv) recommend and implement appropriate point of purchase, point of sale

and external advertising to effectively sell the Merchandise during the Sale Term, consistent with
the theme of the Sale and the Sale Guidelines, it being understood that the Sale will be advertised
4
59 u
as a “Total Inventory Blowout”, “Store Closing”, “Everything Must Go, Everything on Sale
or similar handles throughout the term of the Sale;
(V) advise the Company as to appropriate discounting of Merchandise,

appropriate staffing levels for the Closing Locations, and appropriate deferred compensation and
incentive programs for Store Employees;
(vi) oversee the display of Merchandise in the Closing Locations;
(vii) assist Company in the formulation and implementation of a loss

prevention security program designed to protect the Merchandise from theft or other shortages;
(viii) assist Company with accounting functions for the Closing Locations,
including evaluation of sales of Merchandise by category, sales reporting and monitoring of
expenses, in each case using Company’s infrastructure;
(ix) recommend and implement the transfer and balancing of Merchandise

between and among the Closing Locations to maximize results during the Sale;
(X) participate in weekly calls with representatives of the Company and

Lender Agent;
(xi) provide such other related services deemed necessary or prudent by the
Company (in consultation with Lender Agent) and as mutually agreed by the Consultant under
the circumstances giving rise to the Sale; and
(xii) At Company’s election, from and after execution of this Agreement until
the Sale Commencement Date, consult with Company with respect to the merchandising of the
Closing Locations and other matters in preparation for the Sale (the “Pre-Sale Services”),
including providing merchandising to maximize gross margin and minimize sales deterioration.
2.3 (a) In connection with the Sale, Consultant shall directly or indirectly retain
and engage the Supervisors. The Supervisors are engaged by Consultant as independent
contractors and are not and shall not be deemed to be employees or agents of Company in any
manner whatsoever; nor do the Supervisors have any relationship with Company by virtue of this
Agreement or otherwise which creates any liability or responsibility on behalf of Company for
the Supervisors, except with respect to indemnification pursuant to Section 10.7 hereof During
the Sale Term, the Supervisors shall perform Services during normal Closing Location operating
hours and for the period of time prior to the Closing Locations’ opening and subsequent to the
Closing Locations’ closing, as required in coimection with the Sale, in Consultant’s discretion.
(b) In consideration of Consultant’s engagement of the Supervisors, Company

agrees to reimburse Consultant, as a Sale Expense, for the actual Supervisor Costs paid by
Consultant for services rendered by the Supervisors during the Sale Term. Company shall
reimburse Consultant for all Supervisor Costs weekly, based upon invoices or other
documentation reasonably satisfactory to Company (in consultation with the Lender Agent).
Company shall not be obligated to pay Supervisor Costs and/or Supervisor deferred
compensation that have not been included in, or provided for, in the Budget.
5
2.4 Title to all Merchandise shall remain with Company at all times during the Sale
Term until such Merchandise is sold. Although Consultant shall undertake its obligations under
this Agreement in a manner designed to achieve the desired results of the Sale and to maximize
the benefits to Company, Company expressly acknowledges that Consultant is not guaranteeing
the results of the Sale or insuring the Merchandise. All sales of Merchandise in the Closing
Locations shall be made on behalf of Company. Company further agrees that responsibility for
the handling of any goods, inventory or other merchandise held by Company and located in the
Closing Locations under any consignment, sale or return, or other similar agreement shall lie
exclusively with Company, and Consultant shall have no responsibility with respect thereto.
3. Expenses; Consultant’s Fees
3.1 Sale Expenses. The Company shall be responsible for all Sale Expenses
(including without limitation, all Consultant Incurred Expenses) except solely for any
specifically enumerated Consultant Incurred Expenses that exceed the aggregate budgeted
amount for such Consultant Incurred Expenses set forth on the budget (the “Budget”) annexed
hereto and made a part hereof as Exhibit B (which Budget shall only be modified by mutual
agreement of the Company, the Consultant and the Lender Agent); provided, that it being
understood as between Consultant and the Company that the Budget has been prepared with the
understanding that the Company shall be responsible to either advance to Consultant, or pay
directly to the relevant vendor, all amounts incurred in respect to Sale-related signage expenses.
In connection with the Sale and subject to the limitations set forth in the Budget as to Consultant
Incurred Expenses, the Company shall be responsible for the payment of all expenses incurred in
connection with the Sale, including without limitation all Sale Expenses (and Consultant shall
not be responsible for any such expenses except as expressly provided for in Section 10.1
below). Consultant Incurred Expenses shall not exceed the aggregate amount of Consultant
Incurred Expenses set forth on the Budget without the prior written consent of the Company and
Lender Agent. The Company shall reimburse Consultant for any reasonable and documented
Consultant Incurred Expense on a weekly basis in connection with the weekly Sale reconciliation
provided for in Section 4.1 hereof upon presentation of invoices and statements for such
expenses, which reimbursement or payment shall be in addition to any Base Consulting Fee, any
Pre-Sale Fee or associated expenses, and/or FF&E Fee or FF&E Expenses (each as defined
below) earned and payable hereunder.
3.2 Consultant’s Compensation.
(a) Base Consulting Fee. In consideration of Consultant’s provision of the

Services provided for hereunder. Company shall pay to Consultant, from Gross Sales, a
consulting fee in an amount equal to one and one-half percent (1.50%) of the Gross Sales at all
of the Closing Locations (including any Additional Designated Closing Location(s) following
exercise of the Additional Store Election (each as defined below))(the “Base Consulting Fee”).
(b) Discretionary Fee Enhancement. In consideration of Consultant achieving

results that are satisfactory to the Company, Consultant may, at its option, request that the
Company approve an enhancement of the Base Consulting Fee in an amount up to one-half
percent (0.50%) of the Gross Sales at all of the Closing Locations based on overall performance
and performance in transitioning customers to Company’s ongoing stores and on-line platform.
6
which enhancement shall be subject to the exclusive discretion of the Company, following
consultation with the Lender Agent.
(c) Pre-Sale Services: In the event Company elects to receive Pre-Sale

Services, Company shall pay Consultant a fee equal to $20,000 per week (“Pre-Sale Fee”) from
execution of this Agreement through the Sale Commencement Date, which fee shall be due and
payable on Wednesday for the week prior. In addition to the Pre-Sale Fee, the Company shall
reimburse Consultant for any expenses to be incurred in connection with the Pre-Sale Services in
accordance with a budget to be mutually agreed upon by the Company and the Consultant (the
“Pre-Sale Budget”) up to the aggregate amount set forth therein, which expenses shall be
reimbursed to Consultant in addition to any Consultant Incurred Expenses and the Budget.
Promptly following the execution of the Agreement, the Company shall obtain Bankruptcy Court
approval to fund, and shall thereafter promptly fund, to Consultant $75,000 (the “Special
Purpose Paymenf’) which shall be held by Consultant until the Final Settlement (defined below).
The Company shall not be entitled to apply the Special Purpose Payment to, or otherwise offset
any portion of the Special Purpose Payment against, any weekly reimbursement, payment of
fees, or other amount owing to Consultant under this Agreement prior to the Final Settlement.
Without limiting any of Consultant’s other rights. Consultant may apply the Special Purpose
Payment to any unpaid obligation owing by Company to Consultant under this Agreement. Any
portion of the Special Purpose Payment not used to pay amounts contemplated by this
Agreement shall be returned to Company within three days following the Final Settlement.
(c) For purposes of calculating Gross Sales, the Company shall keep (i) a
strict count of gross register receipts less applicable sales taxes, and (ii) cash reports of sales
within each Closing Location. Register receipts shall show for each item sold the retail price (as
reflected on Company’s books and records) for such item, and the markdown or other discount
granted by Consultant in connection with such sale. The Company shall make all such records
and reports available to Consultant and the Lender Agent during regular business hours upon
reasonable notice.
3.3 Fixtures Disposition, (a) In addition to the consulting Services provided for
herein with respect to the sale of Merchandise, with respect to furniture, fixtures and equipment
owned by Company and located at the Closing Locations (collectively, the “FF&E”), Consultant
shall sell the FF&E in the Closing Locations for Company’s benefit. Consultant shall advertise in
the context of advertising for the Sale that items of FF&E at Closing Locations are available for
sale, and shall contact and solicit known purchasers and dealers of furniture and trade fixtures.
In consideration of providing such services. Consultant shall retain 15.0% of the gross receipts
(net only of applicable sales taxes) from all sales or other dispositions of FF&E (the “FF&E
Fee”). In addition. Company shall reimburse Consultant for Consultant’s reasonable and
documented out-of-pocket expenses incurred in connection with the sale or other disposition of
the FF&E pursuant to a budget established by mutual agreement of the Company, the Consultant
and the Lender Agent (the “FF&E Budgef’).
(b) Consultant shall have no liability to Company or any third party for its failure to
sell any or all of the FF&E, and shall have the right to abandon such unsold FF&E at the Closing
Locations on the applicable Sale Termination Date, provided that such abandonment shall be
done in a neat and orderly fashion.
7
4. Sale Proceeds; Weekly Settlement
4.1 The Company shall collect all proceeds of from the sale of Merchandise and
FF&E (including all Gross Sales) and deposit the same in deposit accounts established by
Company for the deposit thereof consistent with Company’s existing cash management system
(which may be Company’s existing Store-level deposit accounts) (the “Sale Accounts”). The
Company shall, upon request, deliver to Consultant and Lender Agent account statements and
such other information relating sale of Merchandise and FF&E (including the Gross Sales and
the Sale Accounts) reasonably requested by Consultant or Lender Agent. On Wednesday of each
week, commencing on the first Wednesday following the Sale Commencement Date, the
Company (in consultation with the Lender Agent) and the Consultant shall reconcile the results
of the Sale for the prior week, including, without limitation. Gross Sales, sales of FF&E,
Consultant Incurred Expenses, FF&E sale-related expenses, and all fees payable hereunder,
including the Base Consulting Fee, the Pre-Sale Fee, if any, and the FF&E Fee, if any. The
Company shall promptly pay all amounts due to Consultant for the previous week (subject to the
limitations set forth in the Budget, the Pre-Sale Budget, and the FF&E Budget, as applicable).
4.2 No later than fourteen (14) business days following the end of the Sale Term, the
Company (in consultation with the Lender Agent) and the Consultant shall complete a Final
Settlement and settlement of all amounts contemplated by this Agreement (“Final Settlement”),
including, without limitation, the determination and payment of any further fees due Consultant
and all reimbursements and payments contemplated hereby (subject to the limitations set forth in
the Budget, the Pre-Sale Budget, and the FF&E Budget).
5. Closing Location Employees
5.1 The Company and the Consultant shall cooperate to retain the employees of the
Company (including Store Employees), as designated by Consultant from time-to-time, to be
utilized to conduct the Sale at the Closing Locations during the Sale Term. Such employees
shall remain employees of the Company, and Consultant shall have no liability to such
employees (including, without limitation, all the Store Employees and any of Company’s other
current or former employees) of any kind or nature whatsoever, including, without limitation,
with respect to severance pay, termination pay, vacation pay, pay in lieu of reasonable notice of
termination, WARN Act payments, or any other costs, expenses, obligations, or liabilities arising
from Company’s or Company’s employment or termination of such employees prior to, during,
and subsequent to the Sale Term. Other than advising Company that Consultant no longer
desires to utilize the services of any employee in connection with the Sale, Consultant shall not
have the right to change the terms of employment of any employees.
6. Designation of Closing Locations.
6.1 At any time prior to the Sale Termination Date, or thereafter with the mutual
consent of the Consultant, the Company shall have the right to designate one or more Additional
Stores as a Closing Location for inclusion in the Sale (hereinafter, the “Additional Store
Election”: and upon exercise of the Additional Store Election in the manner provided herein,
each such Additional Store a “Additional Designated Closing Location”, and collectively the
“Additional Designated Closing Locations”): provided however, the aggregate number of
8
Closing Locations, including any Additional Designated Closing Locations, shall not exceed 276
unless the Consultant consents. The exercise hy the Company of the Additional Store Election
as to any Additional Designated Closing Location(s) shall be made by the Company, in its
discretion (following consultation with the Lender Agent), by the filing of a written supplement
with the Banki-uptey Court (any sueh supplement, a “Additional Store Supplement”) and
contemporaneous delivery of same to Consultant and service upon any affected lessor of an
Additional Designated Closing Location(s). Each Additional Store Supplement shall identify the
affected Additional Designated Closing Location(s) and provide notice of any applieable
objection deadline with regard to the conduct of the Sale at such Additional Designated Closing
Location(s). Any such Additional Designated Closing Locations included in the Sale shall be
deemed to be Closing Locations hereunder, effective upon expiration of the notice period set
forth in such Additional Store Supplement and occurrence of the Sale Commencement Date at
such Additional Designated Closing Location(s). Upon the Company’s exercise of the
Additional Store Election with respect to an Additional Designated Closing Location(s): (i) the
Company and the Consultant shall mutually agree upon the appropriate adjustments to the
Budget and the FF&E Budget to account for the inclusion of the Additional Designated Closing
Locations in the Sale.
6.2 The Company shall have the right to remove any Stores from Exhibit A (the
“Store Removal Election”), which election shall be exereised no later than October 25, 2019,
unless otherwise agreed between the Company and the Consultant, by providing written notice to
the Consultant of its election to excluded certain of the Stores from the Sale (each a “Removed
Store” and collectively, the “Removed Stores”). Once a Store is designated as a Removed
Stores, it shall be excluded from the Sale, and the Company and the Consultant shall mutually
agree upon the appropriate adjustments to the Budget and the FF&E Budget to account for the
exclusion of such Removed Store(s) from the Sale; provided however, notwithstanding the
designation of a location as a Removed Store, the Company reserves the right to, at a later date,
designate such location as an Additional Designated Closing Locations, subject to the limitations
set forth in Section 6.1 above.
7. Representations And Warranties
7.1 Representations And Warranties Of Consultant: Each party comprising the

Consultant hereby represents, warrants and covenants in favor of Company as follows:
(a) Consultant has taken all necessary action required to authorize the
execution, performance and delivery of this agreement, and to eonsummate the transactions
contemplated hereby.
(b) Upon execution by the parties hereto, this Agreement is a valid and
binding obligation of Consultant enforceable in accordance with its terms.
(c) No action or proceeding has been instituted or, to Consultant’s knowledge,

threatened, affecting the consummation of this Agreement or the transactions contemplated
herein.
9
(d) Consultant will comply with and act in accordance with any and all
applicable state and local laws, rules and regulations and other legal obligations of all
governmental authorities and the terms/restrictions of the Underlying Store Leases, except as
otherwise provided in the Approval Order or in any other order of the Bankruptcy Court.
7.2 Representations And Warranties Of Company: The Company hereby represents,

warrants and covenants in favor of Consultant as follows:
(a) Company has taken all necessary action required to authorize its
execution, performance and delivery of this Agreement, and to consummate the transactions
contemplated hereby.
(b) Upon execution by the parties hereto, this Agreement is a valid and
binding obligation of the Company enforceable in accordance with its terms, subject only to any
applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally and
the availability of equitable remedies.
(c) No action or proceeding has been instituted or, to Company’s knowledge,

threatened, affecting the consummation of this Agreement or the transactions contemplated
herein.
(d) Company has maintained its pricing files in the ordinary course of
business, and prices charged to the public for goods are the same in all material respects as set
forth in such pricing files for the periods indicated therein, and all pricing files, reeords, and
information received by Consultant are true and accurate in all material respects.
8. Affirmative Duties Of Consultant
8.1 To the extent necessary, and except as provided in the Approval Order,
Consultant shall assist Company in obtaining all required permits and governmental consents
required in order to conduet the Sale, and shall ensure that the Sale is conducted in accordance
with all applicable laws, regulations and ordinances.
8.2 The Consultant shall indemnify and hold Company and its affiliates, and their
respective officers, directors, employees, agents, lenders and independent contractors
(collectively, “Company Indemnified Parties”), harmless from and against all claims, demands,
penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees
and expenses, directly or indirectly asserted against, resulting from, or related to:
(0 Consultant’s material breach or material failure of or failure to comply

with any of its agreements, covenants, representations or warranties contained herein or in any
written agreement entered into in connection herewith;
(ii) any harassment or any other unlawful, tortious or otherwise actionable

treatment of any employees or agents of Company (including, without limitation, any Store
Employees) by Consultant or any of Consultant’s representatives (including, without limitation,
any Supervisor);
10
(iii) any claims by any party engaged by Consultant as an employee or

independent contractor (including, without limitation, any Supervisor) arising out of such
employment or engagement; except where due to the negligence or willful misconduct of
Company or Company Indemnified Parties or from a breach of the terms hereof by Company;
and
(iv) the negligence or willful misconduct of Consultant or any of its officers,

directors, employees, agents or representatives, or any Supervisor.
8.3 In connection with the Sale, and subject to compliance with applicable law (or if
and when applicable, the Approval Order) and consent of the Company, Consultant shall have
the right, at Consultant’s sole cost and expense, to supplement the Merchandise in the Sale with
additional goods procured by Consultant which are of like kind, and no lesser quality to the
Merchandise in the Sale (“Additional Consultant Goods”). The Additional Consultant Goods
shall be purchased by Consultant as part of the Sale, and delivered to the Closing Locations at
Consultant’s sole expense (including labor, freight and insurance relative to shipping such
Additional Consultant Goods to the Closing Locations). Sales of Additional Consultant Goods
shall be run through Company’s cash register systems; provided, however, that Consultant shall
mark the Additional Consultant Goods using either a “dummy” SKU or department number, or
in such other manner so as to distinguish the sale of Additional Consultant Goods from the sale
of Merchandise. Consultant and Company shall also eooperate so as to ensure that the
Additional Consultant Goods are marked in such a way that a reasonable eonsumer could
identify the Additional Consultant Goods as non-Company goods. Additionally, Consultant
shall provide signage in the Closing Locations notifying customers that the Additional
Consultant Goods have been included in the Sale. Absent Company’s written consent, and
Consultant’s agreement to reimburse Company for any associated expenses. Consultant shall not
use Company’s distribution centers for any Additional Consultant Goods.
(B) Consultant shall pay to Company an amount equal to five percent (5.0%) of the
gross proceeds (excluding sales taxes) from the sale of the Additional Consultant Goods (the
“Additional Consultant Goods Fee”), and Consultant shall retain all remaining amounts from the
sale of the Additional Consultant Goods. Consultant shall pay Company its Additional
Consultant Goods Fee in connection with the Final Settlement with respect to sales of Additional
Consultant Goods sold by Consultant during the Sale Term (or at such other mutually agreed
upon time).
(C) Consultant and Company intend that the transactions relating to the Additional
Consultant Goods are, and shall be construed as, a true consignment from Consultant to
Company in all respeets and not a eonsignment for security purposes. Subject solely to
Consultant’s obligations to pay to Company the Additional Consultant Goods Fee, at all times
and for all purposes the Additional Consultant Goods and their proceeds shall be the exclusive
property of Consultant, and no other person or entity shall have any claim against any of the
Additional Consultant Goods or their proceeds. The Additional Consultant Goods shall at all
times remain subject to the exclusive control of Consultant.
(D) Company shall, at Consultant’s sole cost and expense, insure the Additional
Consultant Goods and, if required, promptly file any proofs of loss with regard to same with
11
Company’s insurers. Consultant shall be responsible for payment of any deductible (but only in
relation to the Additional Consultant Goods) under any such insurance in the event of any
casualty affecting the Additional Consultant Goods.
(E) Company acknowledges that the Additional Consultant Goods shall be consigned
to Company as a true consignment under Article 9 of the Uniform Commercial Code (the
“UCC”). Consultant is hereby granted a first priority security interest in and lien upon (i) the
Additional Consultant Goods and (ii) the Additional Consultant Goods proceeds less the
Additional Consultant Goods Fee, and Consultant is hereby authorized to file UCC financing
statements and provide notifications to any prior secured parties.
9. Bankruptcy Matters
This Agreement shall be subject to the Company obtaining the Approval Order of the
Bankruptcy Court having jurisdiction over the Company’s bankruptcy proceedings, in form and
substance reasonably satisfactory to Consultant, granting the relief requested in the Store
Closing Motion, as further provided in Section 10.8 hereof
10. Affirmative Duties Of Company
10.1 Company shall be solely liable for, and shall pay when due (except as provided in
this section 10.10.1) the following: (i) all Store-level operating expenses, Central Service
expenses, and related expenses (including, without limitation, Sale Expenses and FF&E sale-
related expenses, but excluding (x) Consultant Incurred Expenses in excess of the amounts set
forth in the Budget (unless otherwise agreed to by Company and Lender Agent in writing) and
(y) FF&E expenses in excess of the amounts set forth on the FF&E Budget (unless otherwise
agreed to by Company and Lender Agent in writing), which are necessary to conduct, or incurred
in the conduct of, the Sale or Company’s businesses, including, without limitation, all taxes,
costs, expenses, accounts payable and other liabilities relating to the Sale, the Closing Locations,
Store Employees, any other agents and representatives of Company, and/or Company’s
businesses; and (ii) Consultant’s fees payable hereunder, including the Base Consulting Fee, Pre-
Sale Fee, if any, and the FF&E Fee; provided; however, that. Consultant shall be solely
responsible to fund any Consultant Incurred Expenses in excess of the aggregate amount of such
costs as reflected on the Budget, and any FF&E expenses in excess of the aggregate amount set
forth on the FF&E Budget; provided, further, that Consultant shall be solely responsible for all
Supervisor Costs (subject to reimbursement by the Company in accordance with Section 2.3 as
Consultant Incurred Expenses).
10.2 Company shall prepare and process all reporting forms, certificates, reports and
other documentation required in conneetion with the payment of all applicable taxes to the
appropriate taxing authorities; and Company shall pay the same when due. Consultant shall
provide all assistance reasonably required or requested by Company in eonnection with the
preparation and processing of any such reporting forms, certifieates, reports and other
documentation required in connection with the payment of all applicable taxes to the appropriate
taxing authorities.
12
10.3 Without limiting any other term or provision of this Agreement, during the Sale
Term, Company shall provide Consultant, with (i) Central Services; (ii) employees at the Closing
Locations necessary or appropriate to implement and conduct the Sale, and (iii) peaceful use and
occupancy of, and reasonable access (including reasonable before and after hours access and
normal utilities/phone service) to, the Closing Locations and Company’s corporate offices for the
purpose of preparing for, conducting, and completing the Sale as contemplated hereby.
10.4 The Company and the Consultant shall honor gift cards and merchandise credits
at the Closing Locations in accordance with store-level operation procedures to be mutually
agreed upon between Company, the Lender Agent, and the Consultant. No gift cards shall be
sold from the Closing Locations during the Sale Term.
10.5 Company shall collect all sales, excise, or gross receipts taxes and shall be solely
responsible for reporting and paying the same to the appropriate taxing authorities in accordance
with applicable law; provided that Consultant shall provide all assistance reasonably required or
requested by Company in connection with the preparation and processing of any such reports,
forms, certificates, and other documentation required in connection with the payment of all
applicable taxes to the appropriate taxing authorities.
10.6 During the first thirty (30) days after entry of the Approval Order, and subject to
the entry thereof, the Company and the Consultant shall accept returns of inventory (“Returned
Merchandise”) sold and delivered to customers prior to the Sale Commencement Date in a
manner consistent with Company’s customary practices and policies in effect on the Sale
Commencement Date. All customer requests for cash refunds or merchandise credits with regard
to sales completed prior to the Sale Commencement Date shall be processed exclusively through
Company’s point of sale system. All Returned Merchandise, to the extent it is not defective,
shall be included as Merchandise. No returns shall be accepted or allowed following the thirtieth
(30*) day of the Sale Term.
10.7 Company shall indemnify and hold the Consultant and its affiliates, and their
respective officers, directors, employees, agents and independent contractors (collectively,
“Consultant Indemnified Parties”), harmless from and against all claims, demands, penalties,
losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses,
directly or indirectly asserted against, resulting from, or related to:
(i) Company’s material breach or material failure of or failure to comply with

any of its agreements, covenants, representations or warranties contained herein or in any written
agreement entered into in connection herewith;
(ii) any failure of Company to pay to its employees any wages, salaries or
benefits due to such employees during the Sale Term;
(iii) any consumer warranty or products liability claims relating to any

Merchandise;
(iv) any liability or other claims asserted by customers, any of Company’s

employees, or any other person against any Consultant Indemnified Party (including, without
13
limitation, claims by employees arising under collective bargaining agreements, worker's

compensation or under the WARN Act); except where due to the negligenee or willful
misconduct of Consultant or from a breach of the terms hereof by Consultant;
(V) any harassment or any other unlawful, tortious or otherwise actionable

treatment of any employees, agents, or representatives of Consultant (including, without
limitation, any Supervisors) by Company or any of Company’s employees, agents, or
representatives (including, without limitation, any Company employees); and
(vi) the negligence or willful misconduet of Company or any of its officers,

direetors, employees, agents or representatives.
10.8 No later than two days after the later of (i) execution of this Agreement and (ii)
the filing of the Bankruptcy Case, the Company shall file a motion (the “Store Closing Motion”)
seeking entry of an order of the Bankruptcy Court pursuant to sections 363(b) and 365 of the
United States Bankruptcy Code (and not pursuant to sections 327, 328, 330, or 331 thereof) with
terms acceptable to both Company and Consultant, among other things: (a) approving this
Agreement, (b) approving the Company’s retention and employment of Consultant to perform
the services contemplated by this Agreement, (c) authorizing Company’s conduct of the Sale,
without necessity to comply with state and local laws, rules and regulations, including, but not
limited to, licensing requirements, purporting to restrict the conduct of the Sale (but subject to
conduct of the Sale in accordance with the Sale Guidelines), (d) approving the Sale Guidelines,
(e) authorizing Company’s conduct of the Sale notwithstanding any restrictive provisions in any
Underlying Store Leases or occupancy agreement that purport to preclude or restrict the conduct
of the Sale at the Closing Locations or the necessity of obtaining any third party consents, (f)
authorizing Company’s payment of any earned Base Consulting Fee, Pre-Sale Fee, if any, and/or
FF&E Fee, if any, to Consultant, and further authorizing Company’s reimbursement to
Consultant of any Consultant Incurred Expenses or other amounts that may be advanced by
Consultant on Company’s behalf, (g) providing that the payment of all fees and reimbursement
of expenses hereunder to Consultant is approved without further order of the court and shall be
free and elear of all liens, claims and encumbrances, (h) all such payments of fees and
reimbursement of expenses shall be made on a weekly basis without further order of the
Bankruptcy Court and otherwise in accordance with this Agreement, (i) providing for the
protection of the Consultant’s Fees and Expenses on terms and conditions reasonably acceptable
to each of the Consultant, the agent under the Debtors’ proposed debtor in possession ABL
financing facility, and the agent under the Debtors’ proposed debtor in possession term loan
facility, and (j) such other terms and provisions as may be necessary or appropriate to facilitate
the conduct of the Sale (the “Approval Order”). The Company shall exercise reasonable best
efforts to have the Approval Order entered on or prior to October 30, 2019. In the event the
Approval Order is not entered by the Bankruptcy Court or does not include the terms and
conditions contained herein, (1) Company shall reimburse Consultant for any Consultant
Incurred Expenses incurred in connection with the Sale through and including the day
immediately after denial of such motion by the Bankruptcy Court; and (2) Consultant may, in its
sole discretion, elect to terminate this Agreement. From and after entry of the Approval Order,
Consultant shall conduct the Sale in accordance with the terms of the Approval Order in all
material respects. Further, subject to prior consent of the Company, Consultant shall have the
right to syndicate and partner with additional entities to serve as “Consultant” hereunder as to
14
this Agreement and as to any similar agreements, including with respect to Company’s Canadian
affiliate. The Bankruptcy Court shall have exclusive jurisdiction to resolve any issues arising
under this Agreement. In such event, any legal action, suit or proceeding arising in connection
with this Agreement shall be submitted to the exclusive jurisdiction of the Bankruptcy Court
having jurisdiction over Company, and each Party hereby waives any defenses or objections
based on lack of jurisdiction, improper venue, and/or forum non conveniens.
10. Insurance; Risk of Loss
10.1 Company shall maintain throughout the Sale Term, (i) insurance with respect to
the Merchandise at the Closing Locations and any storage facility in amounts and on such terms
and conditions as are consistent with Company’s ordinary course operations and (ii) casualty and
liability insurance policies (including, but not limited to, product liability, comprehensive public
liability insurance and auto liability insurance) covering injuries to persons and property in or in
connection with the operation of the Closing Locations, and shall cause Consultant to be listed as
an additional insured with respect to all such policies, and as loss payee for the property
insurance. Company shall be responsible for the payment of all deductibles, self-insurance and
other amounts payable in connection with any claim asserted under such policies, except for any
claims arising directly from the negligence or willful misconduct of Consultant, or its employees,
representatives, agents or Supervisors.
10.2 Consultant shall maintain, throughout the Sale Term, liability insurance policies
(including, but not limited to, comprehensive general liability and auto liability insurance)
covering injuries to persons and property in or in connection with Consultant’s provision of
Services at the Closing Locations, and shall cause Company to be named an additional insured
with respect to such policies.
10.3 Notwithstanding any other provision of this Agreement, the Company and the
Consultant agree that Company shall bear all responsibility for liability claims (product liability
and otherwise) of customers, employees and other persons arising from events occurring at the
Closing Locations before, during and after the Sale Term, except to the extent any such claim
arises from the negligenee, willful misconduct, or unlawful acts of the Consultant or any
Supervisor engaged by Consultant under the terms of this Agreement.
11. Miscellaneous
11.1 Any notice or other communication under this Agreement shall be in writing and
may be delivered personally or sent by facsimile or by prepaid registered or certified mail,
addressed as follows:
(i) In the case of Consultant:
15
GORDON BROTHERS RETAIL PARTNERS, EEC

Prudential Tower
800 Boylston Street
Boston, MA02119
Attn: Mackenzie Shea
Tel: 617.422.6519
Email: nishea@,gordonbrothers.com
HILCO MERCHANT RESOURCES, EEC

5 Revere Drive, Suite 206
Northbrook, IL 60062
Attention: Ian S. Fredericks
Tel: (847)418-2075
Fax: (847) 897-0859
Email: [email protected]
(ii) In the case of Company:
Forever 21, Inc.

3880 N. Mission Road
Los Angeles, CA 90031
Attn: Brad Sell
Email: brad.s@,forever21 .com
With copies to:

New York, NY 10022
Attn: Aparna Yenamandra
Ciara Foster
Email: aparna.venamendra@,kirkland.coni
[email protected]
MONTGOMERY MCCRACKEN WALKER & RHOADS, LLP

437 Madison Avenue - 24''^ Floor
New York, NY 10022
Attn: Maura 1. Russell
Email: mrussell@,mmwr.com
16
11.2 Governing Law. This Agreement shall be governed by and interpreted in

accordanee with the internal laws of the State of Delaware, without referenee to any conflict of
laws provisions.
11.3 Severability. In the event any term or provision contained within this Agreement
shall be deemed illegal or unenforceable, then such offending term or provision shall be
considered deleted from this Agreement and the remaining terms shall continue to be in full
force and effect.
11.4 Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect of the subject matter hereof and supersedes all prior negotiations and
understandings, and can only be modified by a writing signed by the Company (with the consent
of the Lender Agent) and the Consultant.
11.5 Assignment. Neither Company nor Consultant shall assign this Agreement
without the express written consent of the other. This Agreement shall inure to the benefit of,
and be binding upon, the parties and their respective successors and permitted assigns. The
Lender Agent and the Lenders shall be third party beneficiaries of this Agreement.
11.6 Counterparts. This Agreement may be executed in several counterparts, each of

which when so executed shall be deemed to be an original and such counterparts, together, shall
constitute one and the same instrument. Delivery by facsimile of this Agreement or an executed
counterpart hereof shall be deemed a good and valid execution and delivery hereof or thereof
11.7 Independent Contractor. Nothing contained herein shall be deemed to create any
relationship between the Company and the Consultant other than that of an independent
contractor. It is stipulated that the parties are not partners or joint venturers.
11.8 Termination. This Agreement shall terminate upon the completion and approval
of the Final Settlement (as provided in Section 4.2 above); provided, however, that either party
may terminate this Agreement in the event that the other commits a material breach or material
failure of its obligations hereunder. If either party seeks to terminate this Agreement by reason
of a claim of a material breach or material failure, such party shall provide the other party with
not less than five (5) days’ prior written notice stating with specificity the nature of the claimed
material breach or material failure, and the party receiving such notice shall have five (5)
business days in which to cure such material breach or material failure, failing which this
Agreement shall be deemed terminated. In the event this Agreement is terminated by Consultant
on account of a material breach or material failure by Company, Consultant shall be entitled to
be paid any Base Consulting Fee, any Pre-Sale Fee, if any, and the FF&E Fee earned and
accrued through the date of termination, together with reimbursement of any Consultant Incurred
Expenses or FF&E sale-related expenses incurred in conformity with the Budget and FF&E
Budget, respectively, through the date of such termination.
11.9 Confidentiality. All information of a business nature relating to the pricing, sales,
promotions, marketing, assets, liabilities or other business affairs of Company, its customers,
parent, subsidiary or other affiliated entities in relation to the Sale shall be subject to the existing
confidentiality agreement between the Company and Consultant.
17
11.10 Force Maieure. If any casualty or act of God, war, or terrorism prevents or
substantially inhibits the eonduct of business in the ordinary course at any Closing Location(s),
then the subject location(s) and the remaining Merchandise located thereat shall be eliminated
from the Sale and considered to be deleted from this Agreement as of the date of such event, and
Consultant and shall have no further rights or obligations hereunder with respect thereto;
provided, however, that the proceeds of any insurance attributable to Merchandise or proceeds
from business interruption insurance shall eonstitute proceeds of the Sale hereunder for purposes
of calculating Gross Sales and the Base Consulting Fee.
[SIGNATURES APPEAR ON NEXT PAGE]
18
IN WITNESS WHEREOF, the Company and the Consultant have executed this
Agreement or caused this Agreement to be executed by their respective officers thereunto duly
authorized as of the date first written above.
FOREVER 21, INC.

On Behalf Of Itself and Its
Affiliates Identified On Exhibit “A
By:
Name:
Its:
GORDON BROTHERS RETAIL PARTNERS, LLC
Name:
-and-
HILCO MERCHANT RESOURCES, LLC
By:,
Name:
Its:
Exhibits
Exhibit A-Stores
Exhibit B-Budget of Consultant Incurred Expenses
2546076,1
19
IN WITNESS WHEREOF, the Company and the Consultant have executed this
Agreement or caused this Agreement to be executed by their respective officers thereunto duly
authorized as of the date first written above.
FOREVER 21, INC.

On Behalf Of Itself and Its
Affiliates Identified On Exhibit “A”
By:
Name:
Its:
GORDON BROTHERS RETAIL PARTNERS, LLC
By:
Name:
Its:
-and-
HILCO MERCHANT RESOURCES, LLC
By:
Name: Sarah Baker
Its: VP & AGC, Managing Member
Exhibits
Exhibit A-Stores
Exhibit B-Budget of Consultant Incurred Expenses
2546076.1
19
EXHIBIT A
Exhibit A
List of Company Affiliates
Forever 21, Inc.

Alameda Holdings, LLC
Forever 21 International Holdings, Inc.
Forever 21 Logistics, LLC
Forever 21 Real Estate Holdings, LLC
Forever 21 Retail, Inc.
Innovative Brand Partners, LLC
Riley Rose, LLC
EXHIBIT 1A
EXHIBIT 1A
Forever 21
Store Closing List
Store # Store Name Counterparty Name Counterparty Address Debtor Counterparty Contract Description Store Address
271 Soho Allied Partners 568 Broadway, New York, NY Forever 21 Retail, Inc. Store Lease 568 Broadway, New York, NY
10012 10012
3533 Del Monte Shopping Ctr American Assets Trust 1500 Del Monte Center, Forever 21 Retail, Inc. Store Lease 1500 Del Monte, Monterey,
Monterey, CA 93940 CA 93940
356 Lincoln Park Arcadia Realty for 865 West 865 West North Avenue LLC, Forever 21 Retail, Inc. Store Lease 865 W. North Ave., Chicago, IL
North Avenue LLC White Plains, NY 10605 60642
677 Kildeer Village Square (F21 Bond Companies One Bowerman Drive, Forever 21 Retail, Inc. Store Lease 20393 N. Rand Road, Ste 126,
RED) Beaverton, OR 97005-6453 Kildeer, IL 60074
2133 PALLADIO BROADSTONE LAND, LLC 340 Palladio Parkway, Suite Forever 21 Retail, Inc. Store Lease 410 Palladio Pkwy., Space
521, Folsom, CA 95630-8574 1941, Folsom, CA 95630
5101 Altamonte Springs Mall Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 451 E Altamonte Drive #2329,
Chicago, IL 60654 Altamonte Springs, FL 32701
5102 Towson Town Center Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 825 Dulaney Valley rd., Space
Chicago, IL 60654 #3025, Towson, MD 21204
5104 Mayfair Mall Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 2500 Mayfair Road #0208,
Chicago, IL 60654 Wauwatosa, WI 53226
5105 Pembroke Pines Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 11401 Pines Blvd , Pembroke,
Chicago, IL 60654 FL 33026
5106 Stonebriar Centre Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 2601 Preston Road, Space
Chicago, IL 60654 #2148, Frisco, TX 75034
5108 Glendale Galleria Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 100 W. Broadway Ste E005,
Chicago, IL 60654 Glendale, CA 91210
5109 Water Tower Place Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 835 N Michigan Avenue,
Chicago, IL 60654 Chicago, IL 60611
5110 Kenwood Center Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 7875 Montgomery Rd, #2435,
Chicago, IL 60654 Cincinnati, OH 45236
651 Huntington Mall (F21 RED) Cafaro Company 2445 Belmont Avenue, Forever 21 Retail, Inc. Store Lease 500 Mall Rd. Suite 603,
Youngstown , OH 44504 Barboursville, WV 25504
155 Eastwood Mall Cafaro Company 2445 Belmont Avenue, Forever 21 Retail, Inc. Store Lease 5555 Youngstown Warren
Youngstown, OH 44504 Road, Suite #412, Niles, OH
738 The Americana at Brand Caruso 1114 Avenue of the Americas, Forever 21 Retail, Inc. Store Lease 44446 Way,
899 Americana
New York, NY 11036 Glendale, CA 91210
EXHIBIT 1A
Forever 21
Store Closing List
341 West Towne Mall CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 229 West Towne Mall #E16,
Suite 500, Chattanooga, TN Madison, WI 53719
633 Juban Crossing (F21 RED) CBL 37421Place Blvd.,
2030 Hamilton Forever 21 Retail, Inc. Store Lease 27853 Juban Rd., Denham
Suite 500, Chattanooga, TN Springs, LA 70726
372 Cool Springs Galleria CBL 37421Place Blvd.,
2030 Hamilton Forever 21 Retail, Inc. Store Lease 1800 Galleria Blvd, Ste #2520,
Suite 500, Chattanooga, TN Franklin, TN 37067
365 Mall of Acadiana CBL 37421Place Blvd.,
2030 Hamilton Forever 21 Retail, Inc. Store Lease 5725 Johnston St, Space #D-
Suite 500, Chattanooga, TN 164, Lafayette, LA 70503
331 Cross Creek Mall CBL 37421Place Blvd.,
2030 Hamilton Forever 21 Retail, Inc. Store Lease 425 Cross Creek Mall #TA-04,
Suite 500, Chattanooga, TN Fayetteville, NC 28303
770 West County Center CBL 37421Place Blvd.,
2030 Hamilton Forever 21 Retail, Inc. Store Lease 9 West County Center, Des
Suite 500, Chattanooga, TN Peres, MO 63131
277 Monroeville Mall CBL 37421Place Blvd.,
2030 Hamilton Forever 21 Retail, Inc. Store Lease 266 Monroeville Mall, Suite
Suite 500, Chattanooga, TN 226, Monroeville, PA 15146
434 The River at Rancho Mirage CBRE 37421 , Irvine , CA
2601 Main Street Forever 21 Retail, Inc. Store Lease 71800 Highway 111 Suite
92614 #B19, Rancho Mirage, CA
3520 Chico Mall Centenial 900 Michigan Avenue, Forever 21 Retail, Inc. Store Lease 92270
1960 East 20th St., Chico, CA
Chicago, IL 60611 95928
640 Trails At Silverdale (F21 RED) Center Cal 1600 East Franklin Avenue, El Forever 21 Retail, Inc. Store Lease 11467 Pacific Crest Place NW,
Segundo, CA 90245 Suite C100, Silverdale, WA
649 Valley Mall (F21 RED) Center Cal 1600 East Franklin Avenue , El Forever 21 Retail, Inc. Store Lease 2529 Main98383
Street, Ste. 128,
Segundo , CA 90245 Union Gap, WA 98903
729 Hollywood & Highland CIM 4700 Wilshire Blvd., Los Forever 21 Retail, Inc. Store Lease 6801 Hollywood Blvd. #1C-
Angeles, CA 90010 134, Los Angeles, CA 90028
667 Mariposa Mall (F21 RED) CommPros, Inc. 1401 Quail Street, Newport Forever 21 Retail, Inc. Store Lease 250 West Maripose Road,
Beach, CA 92660 Nogales, AZ 85621
2175 TANGER OUTLETS FOLEY COROC/RIVIERA L . L.C . 3200 Northline Avenue, Forever 21 Retail, Inc. Store Lease 2601 S McKenzie St, Foley, AL
Greensboro, NC 27408 36535
620 490 FULTON STREET (F21 Crown 60 East 42"d Street, New York, Forever 21 Retail, Inc. Store Lease 490 Fulton Street, Brooklyn,
RED) NY 10017 NY 11201
798 Regency Square Cushman and Wakefield 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 1404 N. Parham Rd. #1124A,
Bloomfield Hills, MI 48303- Richmond, VA 23229
0200
EXHIBIT 1A
Forever 21
Store Closing List
629 Crossroads Center (F21 RED) DDR 3300 Enterprise Parkway, Forever 21 Retail, Inc. Store Lease 15140 Crossroads Parkway,
Beachwood, OH 44122 Gulfport, MS 39503
654 Ka Makana Alii (F21 RED) DeBartolo Development 841 Bishop Street, Suite 1070, Forever 21 Retail, Inc. Store Lease 91-5431 Kapolei Parkway, Ste.
Honolulu, HI 96813 712, Kapolei, HI 96707
663 The Plant (F21 RED) Decron Properties 6222 Wilshire Boulevard , Los Forever 21 Retail, Inc. Store Lease 7888-2 Van Nuys Blvd., Van
Angeles, CA 90048 Nuys, CA 91402
199 The Shops @ Tanforan (Exp- Forest City 3600 Birch Street, Newport Forever 21 Retail, Inc. Store Lease 1150 El Camino Real Ste 348,
Full Remodel) Beach, CA 92660 San Bruno, CA 94066
2172 THE SUMMIT G&I Vll RENO OPERATING LLC 2222 Arlington Avenue, Forever 21 Retail, Inc. Store Lease 13925 S. Virginia Street, Reno,
Birmingham, AL 35205 NV 89511
103 Denver Pavillions Gart Properties 299 Milwaukee Street, Forever 21 Retail, Inc. Store Lease 500 16th St Ste 178, Denver,
Denver, CO 80206 CO 80202
655 Ellsworth Place (F21 RED) GBT 9010 Overlook Boulevard, Forever 21 Retail, Inc. Store Lease 8661 Colesville Rd., Silver
Brentwood, TN 37027 Spring, MD 20910
688 Glade Parks (F21 RED) Glade Lifestyle, LLC 6723 Weaver Road, Rockford, Forever 21 Retail, Inc. Store Lease 1210 Chisholm Trail, Ste. 100,
IL 61114 Euless, TX 76039
6010 2 Stockton Street (SF, CA) Invesco 909 Montgomery Street, Suite Forever 21 Retail, Inc. Store Lease 2 Stockton Street, San
200, San Francisco, CA 94133 Francisco, CA 94102
625 LIBERTY CENTER JLL 7100 Foundry Row, Suite 204, Forever 21 Retail, Inc. Store Lease 7530 Bales St. Space A-130,
Liberty Township, OH , OH Liberty Township, OH 45069
51 Kaahumanu Center JLL 45069 Blvd., 3rd
4401 W. Kennedy Forever 21 Retail, Inc. Store Lease 275 W. Kaahumanu Ave.,
Floor, Tampa, FL 33609 #1034, Kahului, HI 96732
669 Mall De Las Aguilas (F21 RED) JLL 3344 Peachtree Road, Suite Forever 21 Retail, Inc. Store Lease 455 Farm-to-Market Rd. 375,
1200, Atlanta, GA 30326 Eagle Pass, TX 78852
489 Westgate Mall (F21 RED) JLL 124 Johnson Ferry Road, NE, Forever 21 Retail, Inc. Store Lease 7701 West Interstate 40, Ste.
Atlanta, GA 30328 542, Amarillo, TX 79121
647 Woodbury Centre (F21 RED) Kimco Realty 132 Begin, Tel Aviv Jaffa, 0 Forever 21 Retail, Inc. Store Lease 37 Centre Drive, Unit 010,
67011 Central Valley, NY 10917
3512 Anaheim Plaza Kimco Realty 75 Southgate Avenue, Daly Forever 21 Retail, Inc. Store Lease 500 N. Euclid Street, Anaheim,
City, CA 94015 CA 92801
439 Hamilton Mall Kravco Company 234 Mall Boulevard, King of Forever 21 Retail, Inc. Store Lease 4403 Black Horse Pike, Mays
Prussia, PA 19406-2954 Landing, NJ 08330
EXHIBIT 1A
Forever 21
Store Closing List
3530 Danbury Fair Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 7 Backus Ave. #M100,
Suite 100, Pittsford, NY 14534 Danbury, CT 06810
419 Eastland Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 800 N. Green River Road,
Suite 100, Pittsford, NY 14534 Space #318A, Evansville, IN
776 Flatiron Crossing Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 51 West Flat47715
Iron Crossing Dr.,
Suite 100, Pittsford, NY 14534 #ANC04, Broomfield, CO
481 Fashion Outlets of Niagara Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 1965 Fashion 80021
Blvd. Suite 238,
Falls Suite 100, Pittsford, NY 14534 Niagara Falls, NY 14304
3513 Arrowhead Towne Center Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 7650 West Arrowhead Towne
Suite 100, Pittsford, NY 14534 Center, Glendale, AZ 85308
3518 Vintage Faire Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 3401 Dale Rd., #200,
Suite 100, Pittsford, NY 14534 Modesto, CA 95356
3510 Lakewood Center Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 326 Lakewood Center Mall,
Suite 100, Pittsford, NY 14534 Lakewood, CA 90712
3515 Inland Center Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 200 Inland Dr., San
Suite 100, Pittsford, NY 14534 Bernardino, CA 92408
342 Scottsdale Fashion Square Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 7014 E. Camelback Rd.,
Suite 100, Pittsford, NY 14534 #2433, Scottsdale, AZ 85251
2174 MACOMB MALL Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 32233 Gratiot Ave, Roseville,
Suite 100, Pittsford, NY 14534 MI 48066
435 Atlas Park Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 80-40 Cooper Ave., Suite #4-
Suite 100, Pittsford, NY 14534 002, Glendale, NY 11385
797 The Oaks Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 350 W. Hillcrest Drive,
Suite 100, Pittsford, NY 14534 Thousand Oaks, CA 91360
375 Deptford Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 1750 Deptford Center Rd,
Suite 100, Pittsford, NY 14534 Space #2111, Deptford
785 Kings Plaza Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease Township,
5301 NJ 08096
Kings Plaza #210,
Suite 100, Pittsford, NY 14534 Brooklyn, NY 11234
213 Valley River Center Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 222 Valley River Center,
Suite 100, Pittsford, NY 14534 Eugene, OR 97401
266 Pacific View Ventura Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 3301 - 1 E Main St. #1260,
Suite 100, Pittsford, NY 14534 Ventura, CA 93003
EXHIBIT 1A
Forever 21
Store Closing List
348 Northgate Mall MerloneGeier Partners 5800 Northgate Drive , San Forever 21 Retail, Inc. Store Lease 5800 Northgate Mall #043,
Rafael , CA 94903 San Rafael, CA 94903
5118 Mall of America MOAC MALL HOLDINGS LLC 2131 Lindau LN, Bloomington, Forever 21 Retail, Inc. Store Lease 238 South Avenue #S230 ,
MN 55425 Bloomington, MN 55245
632 449 Washington Street Mosbacher Properties 18 E 48th Street, 19th Floor, Forever 21 Retail, Inc. Store Lease 459 Washington Street,
New York, NY 10017 Boston, MA 02108
2147 OUTLETS OF DES MOINES NED ALTOONA LLC 75 Park Plaza, Boston, MA Forever 21 Retail, Inc. Store Lease 801 Bass Pro Drive NW, Space
02116 #120, Altoona, IA 50009
601 Asheville Outlets New England Development PO Box 603145, Charlotte, NC Forever 21 Retail, Inc. Store Lease 800 Brevard Road, Ste. 824,
28260-3145 Asheville, NC 28806
2138 TANGER OCEAN CITY OCEAN CITY FACTORY 3200 Northline Avenue, Forever 21 Retail, Inc. Store Lease 12741 Ocean Gateway, Ocean
OUTLETS I , LC Greensboro, NC 27408 City, Ocean City, MD 21842
2101 South Bay Center (F21 RED) Other 21 Custom House Street, Forever 21 Retail, Inc. Store Lease 21-39 District Avenue # 39,
Boston, MA 02110 Boston, MA 02125
376 601 Pine Street Other - Colliers International 5910 North Central Forever 21 Retail, Inc. Store Lease 601 Pine St., Seattle, WA
Expressway, Dallas, TX 75206 98101
488 Shops at Georgetown Park Other - JT Premier 888 Seventh Avenue, 44th Forever 21 Retail, Inc. Store Lease 3222 M Street, NW,
Georgetown Park Corp Floor, New York, NY 10019 Washington DC, DC 20007
474 10 South State Street Other - Madison Capital/ASB 225 W. Wacker, Chicago, IL Forever 21 Retail, Inc. Store Lease 10 South State Street,
Capital Mgmt 60606 Chicago, IL 60603
678 Shops At Perry Crossing (F21 Other - Metropolis Lifetstyle 2650 Thousand Oaks Blvd., Forever 21 Retail, Inc. Store Lease 2539 Perry Crossing Way, Ste.
RED) Center, LLC Memphis, TN 38118 100, Plainfield, IN 46168
600 Guam Premier Outlets Other - SPE, LLC 199 Chalan San Antonio Road Forever 21 Retail, Inc. Store Lease 199 Chalan San Antonio Suite
, Tamuning , GU 96913 200, Guam, Guam 96913
673 Hanover Commons (F21 RED) Other - Urban Edge 120 Route 4 East, Paramus, NJ Forever 21 Retail, Inc. Store Lease 200-240 Route 10 West Space
Properties 07652 6-9, East Hanover, NJ 07936
463 Millcreek Mall Other - Warner Management 2445 Belmont Avenue, Forever 21 Retail, Inc. Store Lease 5800 Peach St. Unit #450, Erie,
Youngstown, OH 44504-0186 PA 16565
382 701 Lincoln Road Other- Comras Company 450 Wagon Trail Avenue, Las Forever 21 Retail, Inc. Store Lease 701 Lincoln Road, Miami
Vegas, NV 89118 Beach, FL 33139
389 Bellevue Square Other- Kemper Development 575 Bellevue Square, Forever 21, Inc. Store Lease 248 Bellevue Square,
Bellevue, WA 98009 Bellevue, WA 98004
EXHIBIT 1A
Forever 21
Store Closing List
349 343 Newbury Street Other-343 Management, LLC 316 Newbury Street, No. 22, Forever 21 Retail, Inc. Store Lease 343 Newbury St., Boston, MA
Boston, MA 02115 02115
337 901 State St. Other-Aryana, LLC 901 State Street, Santa Forever 21 Retail, Inc. Store Lease 901 State Street, Santa
Barbara, CA 93101 Barbara, CA 93101
3536 Hamilton Place Other-BELK 280 I West Tyvola Road, Forever 21 Retail, Inc. Store Lease 2100 Hamilton Place Blvd.,
Charlotte, NC 28217-4500 Chattanooga, TN 37421
3516 Dimond Center Other-Dimond Center LLC 800 East Dimond Boulevard, Forever 21 Retail, Inc. Store Lease 800 E. Dimond Blvd. #199,
Anchorage, AK 99515 Anchorage, AK 99515
3009 Woodies Building Other-Douglas Development 3250 Van Ness Avenue, San Forever 21 Retail, Inc. Store Lease 1025 F Street NW, Suite #200,
Francisco, CA 94109 Washington, DC 20004
359 Royal Hawaiian Other-Festival Co's 567 South King Street, Forever 21 Retail, Inc. Store Lease 2301 Kalakaua Ave., Ste #209,
Honolulu, HI 96813 Honolulu, HI 96815
709 The Mall at Millenia Other-Forbes 100 Galleria Officentre , Forever 21 Retail, Inc. Store Lease 4200 Conroy Rd Ste #206,
Southfield , MI 48037-0667 Orlando, FL 32839
206 The Gardens Other-Forbes 100 Galleria Officentre, Suite Forever 21 Retail, Inc. Store Lease 3101 PGA Blvd., Suite C107,
427, Southfield, MI 48037- Palm Beach Gardens, FL
127 Geneva Commons Other-Mid-America Asset 13155 Noel 0667Road, Suite 500, Forever 21 Retail, Inc. Store Lease 122 Commons 33410
Dr, Geneva, IL
Management, Inc Dallas, TX 75240 60134
3538 Galleria at Tyler Other-Riverside Associates 600 Spring Street, Los Forever 21 Retail, Inc. Store Lease 3700 Galleria at Tyler Mall,
Angeles, CA 90014 Riverside, CA 92503
3001 Pasadena Other-St. John Land Company 136 El Camino Drive, Beverly Forever 21 Retail, Inc. Store Lease 35 N. De Lacey Ave.,
Hills, CA 90212 Pasadena, CA 91103
109 Stonecrest Other-Urban Retail PO Box 72219, Cleveland, OH Forever 21 Retail, Inc. Store Lease 2929 Turner Hill Road N.E
44192 #2460, Lithonia, GA 30038
3002 Yorktown Center Pacific Retail Capital 2029 Century Park East, Suite Forever 21 Retail, Inc. Store Lease 300 Yorktown Center,
800, Los Angeles, CA 90067- Lombard, IL 60148
3508 South Towne Center Pacific Retail Capital 2029 Century 2909
Park East, Suite Forever 21 Retail, Inc. Store Lease 10450 South State St., Suite
800, Los Angeles, CA 90067- #2300, Sandy, UT 84070
71 White Plains Galleria Pacific Retail Capital 2029 Century 2909
Park East, Suite Forever 21 Retail, Inc. Store Lease 100 Main St., Ste 221, White
800, Los Angeles, CA 90067- Plains, NY 10601
3524 Fresno Fashion Fair Pacific Retail Capital 2029 Century 2909
Park East, Suite Forever 21 Retail, Inc. Store Lease 755 East Shaw Ave., Fresno,
800, Los Angeles, CA 90067- CA 93710
2909
EXHIBIT 1A
Forever 21
Store Closing List
676 Santa Fe Place (F21 RED) Perkinscoie 112 Nortern Concourse, North Forever 21 Retail, Inc. Store Lease 4250 Cerrillos Rd. #1030,
Syracuse, NY 13212 Santa Fe, NM 87507
431 Plaza Del Caribe Plaza Del Cribe, S.E. PO Box 363268, San Juan, PR Forever 21 Retail, Inc. Store Lease 2050 Ponce By Pass Suire
00936-3268 #112, Ponce, PR 00717
2125 MAGNOLIA PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 2701 David H. McLeod Blvd.,
Philadelphia, PA 19102 Space #1316, Florence, SC
2126 PLYMOUTH MEETING PREIT 225 West Washington Street, Forever 21 Retail, Inc. Store Lease 29501
500 W. Germantown Pike,
Indianapolis, IN 46204-3438 Space 1355, Plymouth
795 Cherry Hill Mall PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 2000Meeting,
Route 38PA 19462
#1175, Cherry
Philadelphia, PA 19102 Hill, NJ 08002
122 Woodland Mall PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 3195 28th St. SE, Grand
Philadelphia, PA 19102 Rapids, MI 49512
172 Willow Grove Park PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 2500 Moreland Rd, Ste 2001,
Philadelphia, PA 19102 Willow Grove, PA 19090
482 1708 Chestnut Street PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 1708 Chestnut Street,
Philadelphia, PA 19102 Philadelphia, PA 19103
3007 Crossgates Mall Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease One Crossgates Mall Road,
NY 13202 #99x06, Albany, NY 12203
2114 Sangertown Square Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 8555 Seneca Turnpike, Space
NY 13202 # D06, New Hartford, NY
2117 Manassas Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 8300 Suoleu13413Road Space #031,
NY 13202 Manassa, VA 20109
336 Gallera at Crystal Run Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 1 Galleria Dr., Space #D207,
NY 13202 Middletown, NY 10941
92 Destiny USA Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 1 Destiny USA Drive Space
NY 13202 #99X01, Syracuse, NY 13204
754 The Shops @ Wiregrass QIC 600 Superior Avenue, Suite Forever 21 Retail, Inc. Store Lease 28210 Paseo Drive, Unit #190,
1500, Cleveland, OH 44114 Building No. Two, Wesley
19 The Galleria @ South Bay QIC 600 Superior Avenue, Suite Forever 21 Retail, Inc. Store Lease 1815Chapel, FL 33544
Hawthorne Blvd, Ste
1500, Cleveland, OH 44114 188, Redondo Beach, CA
2169 SUMMIT FAIR RED Summit Fair, LLC One East Washington Street, Forever 21 Retail, Inc. Store Lease 840 NW BLUE 90278
PARKWAY, K-
Phoenix, AZ 85004 101, LEE'S SUMMIT, MO
64086
EXHIBIT 1A
Forever 21
Store Closing List
157 Hillsdale Shopping Center Related Companies 60 31st Avenue, San Mateo, Forever 21, Inc. Store Lease 396 Hillsdale Shopping Center,
CA 94403-3497 San Mateo, CA 94403
608 Village at Cumberland Park Retail Connection 2525 McKinnon Street, Dallas, Forever 21 Retail, Inc. Store Lease 8934 S. Broadway Ave. Ste.
(F21 RED) TX 75201 448, Tyler, TX 75703
664 Central Texas Marketplace RPAI 15105 Collection Drive , Forever 21 Retail, Inc. Store Lease 2408 W Loop 340, Waco, TX
(F21 RED) Chicago, IL 60693 76711
5129 Roosevelt Field Simon Property Group 225 West Washington Street, Forever 21 Retail, Inc. Store Lease 630 Old Country Road # 2041
Indianapolis, IN 46204-3438 A, Garden City, NY 11530
423 Willow Bend Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 6121 W. Park Blvd, Ste B121 &
IL 60601 B214, Plano, TX 75093
125 Macarthur Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 300 Monticello Ave., Suite
IL 60601 #255, Norfolk, VA 23510
3010 Solano Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 1451 Gateway Blvd, Fairfield,
IL 60601 CA 94533
194 Northlake Mall Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 9801 Northlake Mall Drive
IL 60601 Space #201, Charlotte, NC
37 Parkway Plz Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 415 Parkway 28216
Plaza #357, El
IL 60601 Cajon, CA 92020
3503 Northridge Mall Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 400 Northridge Drive, Suite
IL 60601 #D01, Salinas, CA 93906
670 Lake Charles (F21 RED) Stirling Properties 10606 Coursey Boulevard, Forever 21 Retail, Inc. Store Lease 3401 Derek Dr., Lake Charles,
Baton Rouge, LA 70816 LA 70607
2131 TANGER PARK CITY Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 6699 N. Landmark Dr. Space
Greensboro, NC 27408 #L150, Park City, UT 84098
2129 TANGER JEFFERSONVILLE Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 8000 Factory Shops Blvd.
Greensboro, NC 27408 #845, Jeffersonville, OH 43128
2128 TANGER GRAND RAPIDS Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 350 84th St SW, #480, Byron
Greensboro, NC 27408 Center, MI 49315
448 Rehoboth III Outlet Center Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 36504 Seaside Outlet Drive,
Greensboro, NC 27408 Suite 1200, Rehoboth Beach,
645 Savannah Outlets Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 200 Tanger DEOutlets
19971 Blvd. Ste.
Greensboro, NC 27408 191, Pooler, GA 31322
EXHIBIT 1A
Forever 21
Store Closing List
2171 TANGER OUTLETS Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 4840 Tanger Outlet Blvd,
CHARLESTON Greensboro, NC 27408 North Charleston, SC 29418
2140 TANGER DEERPARK Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 152 The Arches Cir SUITE 924,
Greensboro, NC 27408 Deer Park, NY 11729
621 Foxwoods Outlets Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 455 Trolley Line Blvd. Suite
Greensboro, NC 27408 170, Mashantucket, CT 06338
2127 TANGER FORT WORTH Tanger 3200 Northline Ave, Suite 360, Forever 21 Retail, Inc. Store Lease 15829 North Freeway, #110,
Greensboro, NC 27408 Forth Worth, TX 76177
744 Fair Oaks Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 11750 Fair Oaks #H227,
Suite 300, Bloomfield Hills, MI Fairfax, VA 22033
706 Beverly Center Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 8500 Beverly Blvd., Ste 835,
Suite 300, Bloomfield Hills, MI Los Angeles, CA 90048
6003 Country Club Plaza Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 111 Nichols Road, Kansas City,
Suite 300, Bloomfield Hills, MI MO 64112
413 City Creek Center Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 51 S. Main St., Suite 162, Salt
Suite 300, Bloomfield Hills, MI Lake City, UT 84101
768 Stamford Town Center Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 100 Greyrock Place, Space #D-
Suite 300, Bloomfield Hills, MI 101 and #D-203, Stamford, CT
702 International Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 2223 North06901
Westshore Blvd
Suite 300, Bloomfield Hills, MI Suite 2000, Tampa , FL 33607
796 Twelve Oaks Mall Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 27434 Novi Road, Novi, MI
Suite 300, Bloomfield Hills, MI 48377
6006 Sun Valley Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 329 Sun Valley Mall, Suite
Suite 300, Bloomfield Hills, MI #121, Concord, CA 94520
66 Great Lakes Crossing Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 4160 Baldwin Road Space
Suite 300, Bloomfield Hills, MI #426, Auburn Hills, MI 48326
6013 Short Hills Taubman 48304-2324
200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 1200 Morris Turnpike, Space
Suite 300, Bloomfield Hills, MI D123, Short Hills, NJ 07078
17 Fashion Island The Irvine Company 48304-2324
401 Newport Center Drive, Forever 21 Retail, Inc. Store Lease 1101 Newport Center Drive,
Newport Beach, CA 92660 Newport Beach, CA 92660
692 Tustin Marketplace (F21 RED) The Irvine Company The Market Place (S20578) , Forever 21 Retail, Inc. Store Lease 2856 El Camino Real, Tustin,
Los Angeles, CA 90084-2567 CA 92782
EXHIBIT 1A
Forever 21
Store Closing List
624 Outlet Shops Of Grand River TORG 6200 Grand River Blvd. Easr, Forever 21 Retail, Inc. Store Lease 6200 Grand River Blvd., Suite
Suite 446, Leeds, AL 35094 646, Leeds, AL 35094
719 La Palmera Trademark Properties 5488 Padre Island Drive, Forever 21 Retail, Inc. Store Lease 5488 S. Padre Island Dr.,
Corpus Christi, TX 78411 Corpus Christi, TX 78411
368 Destin Commons Turnberry 19501 Biscayne Boulevard, Forever 21 Retail, Inc. Store Lease 4224 Legendary Dr., Suite #F-
Suite 400, Aventura, FL 33180 94, Destin, FL 32541
492 Oakdale Mall (F21 RED) Urban Edge 210 Route 4 East, Paramus, NJ Forever 21 Retail, Inc. Store Lease 601-635 Harry L Drive Ste. 41,
07652 Johnson City, NY 13790
307 Orchard Town Center Vestar Terminal Tower, 50 Public Forever 21 Retail, Inc. Store Lease 14694 Orchard Pkwy, #300,
Square, Cleveland, OH 44113 Westminster, CO 80023
254 The Legend at Village West Walton Street Capital 6263 N. Scottsdale Road, Forever 21 Retail, Inc. Store Lease 1817 Village West Parkway,
Scottsdale, AZ 85250 Suite #F101, Kansas City, KS
2106 Clay Terrace (F21 RED) Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 14550 Clay66111
Terrace Blvd.,
Indianapolis, IN 46204 Carmel, IN 46032
2107 OUTLET COLLECTION OF Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 1101 Outlet Collection Way,
SEATTLE Indianapolis, IN 46204 Space 319, Auburn, WA 98001
333 Jefferson Valley Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 650 Lee Blvd. #D118,
Indianapolis, IN 46204 Yorktown Heights, NY 10598
648 Forest Plaza (F21 RED) Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 6363 E State St. Space XF,
Indianapolis, IN 46204 Rockford, IL 61108
53 Pearlridge Shopping Center Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 98-1005 Moanalua Road, Ste
Indianapolis, IN 46204 #231, Aiea, HI 96701
293 Morgantown Mall Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 9311 Mall Rd, Morgantown,
Indianapolis, IN 46204 WV 26505
330 Brunswick Square Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 755 State Route 18 #190C,
Indianapolis, IN 46204 East Brunswick, NJ 08816
146 Dayton Mall Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 2700 Miamisburg-Centerville,
Indianapolis, IN 46204 Space # 300, Dayton, OH
314 Valencia Town Center Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 45459 Blvd. #139,
24201 W. Valencia
Haven, CT 06511 Valencia, CA 91355
3542 Santa Anita Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 400 South Baldwin Ave,
Haven, CT 06511 Arcadia, CA 91007
EXHIBIT 1A
Forever 21
Store Closing List
292 Sunrise Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1107 Sunrise Mall,
Haven, CT 06511 Massapequa, NY 11758
726 Old Orchard Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 4999 Old Orchard Center #J6,
Haven, CT 06511 Skokie, IL 60077
60 Meriden Square Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 470 Lewis Avenue, Space 50,
Haven, CT 06511 Meriden, CT 06450
792 Galleria @ Roseville Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1173 Galleria Blvd,. #P107,
Haven, CT 06511 Roseville, CA 95678
49 Oakridge Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 925 Blossom Hill Road, #X-15,
Haven, CT 06511 San Jose, CA 95123
695 Mission Valley Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1640 Camino Del Rio, San
Haven, CT 06511 Diego, CA 92108
61 Montgomery Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 7101 Democracy Blvd, Space
Haven, CT 06511 1252, Bethesda, MD 20817
238 Sherman Oaks Fashion Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 14006 Riverside Drive, Space
Square Haven, CT 06511 #244, Sherman Oaks, CA
38 University Town Center Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 91423
4545 La Jolla Village Drive
Haven, CT 06511 Suite #H10, San Diego, CA
751 Southcenter Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 92122 Mall,
836 Southcenter
Haven, CT 06511 Tukwila, WA 98188
614 World Trade Center Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 185 Greenwich St., Ste.
Haven, CT 06511 LL4435, New York, NY 10007
182 Wheaton Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 11160 Veirs Mills Road, Silver
Haven, CT 06511 Spring, MD 20902
5114 Southcenter Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 467 Southcenter Mall #1545,
5115 Westfield Culver City Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 6000 Sepulveda Blvd., Space
Haven, CT 06511 #1450, Culver City, CA 90230
5116 Westfield Topanga Plaza Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 6600 Topanga Canyon Blvd,
Haven, CT 06511 Space #60, Canoga Park, CA
5119 Garden State Plaza Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 91303
1 Garden State Plaza, Space
Haven, CT 06511 #1006, Los Angeles, CA 07652
EXHIBIT 1A
Forever 21
Store Closing List
644 The Mall At Greece Ridge Wilmorite 1265 Scottsville Road, Forever 21 Retail, Inc. Store Lease 208 Greece Ridge Center
(F21 RED) Rochester, NY 14624 Drive, Rochester, NY 14626
484 Tulare Outlet Center Woodmont Companies PO Box 731622, Dallas, TX Forever 21 Retail, Inc. Store Lease 1695 Rutherford Street, Space
75373-1622 A010, Tulare, CA 93274
EXHIBIT B
Annex 2
Designated Closing Stores

Forever 21
Store Closing List
271 Soho Allied Partners 568 Broadway, New York, NY Forever 21 Retail, Inc. Store Lease 568 Broadway, New York, NY
10012 10012
3533 Del Monte Shopping Ctr American Assets Trust 1500 Del Monte Center, Forever 21 Retail, Inc. Store Lease 1500 Del Monte, Monterey,
Monterey, CA 93940 CA 93940
356 Lincoln Park Arcadia Realty for 865 West 865 West North Avenue LLC, Forever 21 Retail, Inc. Store Lease 865 W. North Ave., Chicago,
North Avenue LLC White Plains, NY 10605 IL 60642
677 Kildeer Village Square (F21 Bond Companies One Bowerman Drive, Forever 21 Retail, Inc. Store Lease 20393 N. Rand Road, Ste 126,
RED) Beaverton, OR 97005-6453 Kildeer, IL 60074
2133 PALLADIO BROADSTONE LAND, LLC 340 Palladio Parkway, Suite Forever 21 Retail, Inc. Store Lease 410 Palladio Pkwy., Space
521, Folsom, CA 95630-8574 1941, Folsom, CA 95630
5101 Altamonte Springs Mall Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 451 E Altamonte Drive #2329,
Chicago, IL 60654 Altamonte Springs, FL 32701
5102 Towson Town Center Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 825 Dulaney Valley rd., Space
Chicago, IL 60654 #3025, Towson, MD 21204
5104 Mayfair Mall Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 2500 Mayfair Road #0208,
Chicago, IL 60654 Wauwatosa, WI 53226
5105 Pembroke Pines Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 11401 Pines Blvd ,
Chicago, IL 60654 Pembroke, FL 33026
5106 Stonebriar Centre Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 2601 Preston Road, Space
Chicago, IL 60654 #2148, Frisco, TX 75034
5108 Glendale Galleria Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 100 W. Broadway Ste E005,
Chicago, IL 60654 Glendale, CA 91210
5109 Water Tower Place Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 835 N Michigan Avenue,
Chicago, IL 60654 Chicago, IL 60611
5110 Kenwood Center Brookfield Retail 350 N Orleans St., Suite 300, Forever 21 Retail, Inc. Store Lease 7875 Montgomery Rd, #2435,
Chicago, IL 60654 Cincinnati, OH 45236
651 Huntington Mall (F21 RED) Cafaro Company 2445 Belmont Avenue, Forever 21 Retail, Inc. Store Lease 500 Mall Rd. Suite 603,
Youngstown , OH 44504 Barboursville, WV 25504
155 Eastwood Mall Cafaro Company 2445 Belmont Avenue, Forever 21 Retail, Inc. Store Lease 5555 Youngstown Warren
Youngstown, OH 44504 Road, Suite #412, Niles, OH
738 The Americana at Brand Caruso 1114 Avenue of the Americas, Forever 21 Retail, Inc. Store Lease 899 Americana Way,
New York, NY 11036 Glendale, CA 91210
Forever 21
Store Closing List
341 West Towne Mall CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 229 West Towne Mall #E16,
Suite 500, Chattanooga, TN Madison, WI 53719
633 Juban Crossing (F21 RED) CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 27853 Juban Rd., Denham
Suite 500, Chattanooga, TN Springs, LA 70726
372 Cool Springs Galleria CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 1800 Galleria Blvd, Ste #2520,
Suite 500, Chattanooga, TN Franklin, TN 37067
365 Mall of Acadiana CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 5725 Johnston St, Space #D-
Suite 500, Chattanooga, TN 164, Lafayette, LA 70503
331 Cross Creek Mall CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 425 Cross Creek Mall #TA-04,
Suite 500, Chattanooga, TN Fayetteville, NC 28303
770 West County Center CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 9 West County Center, Des
Suite 500, Chattanooga, TN Peres, MO 63131
277 Monroeville Mall CBL 2030 Hamilton Place Blvd., Forever 21 Retail, Inc. Store Lease 266 Monroeville Mall, Suite
Suite 500, Chattanooga, TN 226, Monroeville, PA 15146
434 The River at Rancho Mirage CBRE 2601 Main Street , Irvine , CA Forever 21 Retail, Inc. Store Lease 71800 Highway 111 Suite
92614 #B19, Rancho Mirage, CA
3520 Chico Mall Centenial 900 Michigan Avenue, Forever 21 Retail, Inc. Store Lease 1960 East 20th St., Chico, CA
Chicago, IL 60611 95928
640 Trails At Silverdale (F21 RED) Center Cal 1600 East Franklin Avenue, El Forever 21 Retail, Inc. Store Lease 11467 Pacific Crest Place NW,
Segundo, CA 90245 Suite C100, Silverdale, WA
649 Valley Mall (F21 RED) Center Cal 1600 East Franklin Avenue , El Forever 21 Retail, Inc. Store Lease 2529 Main Street, Ste. 128,
Segundo , CA 90245 Union Gap, WA 98903
729 Hollywood & Highland CIM 4700 Wilshire Blvd., Los Forever 21 Retail, Inc. Store Lease 6801 Hollywood Blvd. #1C-
Angeles, CA 90010 134, Los Angeles, CA 90028
667 Mariposa Mall (F21 RED) CommPros, Inc. 1401 Quail Street, Newport Forever 21 Retail, Inc. Store Lease 250 West Maripose Road,
Beach, CA 92660 Nogales, AZ 85621
2175 TANGER OUTLETS FOLEY COROC/RIVIERA L . L.C . 3200 Northline Avenue, Forever 21 Retail, Inc. Store Lease 2601 S McKenzie St, Foley, AL
Greensboro, NC 27408 36535
620 490 FULTON STREET (F21 Crown 60 East 42"d Street, New Forever 21 Retail, Inc. Store Lease 490 Fulton Street, Brooklyn,
RED) York, NY 10017 NY 11201
798 Regency Square Cushman and Wakefield 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 1404 N. Parham Rd. #1124A,
Bloomfield Hills, MI 48303- Richmond, VA 23229
Forever 21
Store Closing List
629 Crossroads Center (F21 RED) DDR 3300 Enterprise Parkway, Forever 21 Retail, Inc. Store Lease 15140 Crossroads Parkway,
Beachwood, OH 44122 Gulfport, MS 39503
654 Ka Makana Alii (F21 RED) DeBartolo Development 841 Bishop Street, Suite 1070, Forever 21 Retail, Inc. Store Lease 91-5431 Kapolei Parkway,
Honolulu, HI 96813 Ste. 712, Kapolei, HI 96707
663 The Plant (F21 RED) Decron Properties 6222 Wilshire Boulevard , Los Forever 21 Retail, Inc. Store Lease 7888-2 Van Nuys Blvd., Van
Angeles, CA 90048 Nuys, CA 91402
199 The Shops @ Tanforan (Exp- Forest City 3600 Birch Street, Newport Forever 21 Retail, Inc. Store Lease 1150 El Camino Real Ste 348,
Full Remodel) Beach, CA 92660 San Bruno, CA 94066
2172 THE SUMMIT G&I Vll RENO OPERATING 2222 Arlington Avenue, Forever 21 Retail, Inc. Store Lease 13925 S. Virginia Street,
LLC Birmingham, AL 35205 Reno, NV 89511
103 Denver Pavillions Gart Properties 299 Milwaukee Street, Forever 21 Retail, Inc. Store Lease 500 16th St Ste 178, Denver,
Denver, CO 80206 CO 80202
655 Ellsworth Place (F21 RED) GBT 9010 Overlook Boulevard, Forever 21 Retail, Inc. Store Lease 8661 Colesville Rd., Silver
Brentwood, TN 37027 Spring, MD 20910
688 Glade Parks (F21 RED) Glade Lifestyle, LLC 6723 Weaver Road, Rockford, Forever 21 Retail, Inc. Store Lease 1210 Chisholm Trail, Ste. 100,
IL 61114 Euless, TX 76039
6010 2 Stockton Street (SF, CA) Invesco 909 Montgomery Street, Forever 21 Retail, Inc. Store Lease 2 Stockton Street, San
Suite 200, San Francisco, CA Francisco, CA 94102
625 LIBERTY CENTER JLL 7100 Foundry Row, Suite 204, Forever 21 Retail, Inc. Store Lease 7530 Bales St. Space A-130,
Liberty Township, OH , OH Liberty Township, OH 45069
51 Kaahumanu Center JLL 4401 W. Kennedy Blvd., 3rd Forever 21 Retail, Inc. Store Lease 275 W. Kaahumanu Ave.,
Floor, Tampa, FL 33609 #1034, Kahului, HI 96732
669 Mall De Las Aguilas (F21 JLL 3344 Peachtree Road, Suite Forever 21 Retail, Inc. Store Lease 455 Farm-to-Market Rd. 375,
RED) 1200, Atlanta, GA 30326 Eagle Pass, TX 78852
489 Westgate Mall (F21 RED) JLL 124 Johnson Ferry Road, NE, Forever 21 Retail, Inc. Store Lease 7701 West Interstate 40, Ste.
Atlanta, GA 30328 542, Amarillo, TX 79121
647 Woodbury Centre (F21 RED) Kimco Realty 132 Begin, Tel Aviv Jaffa, 0 Forever 21 Retail, Inc. Store Lease 37 Centre Drive, Unit 010,
67011 Central Valley, NY 10917
3512 Anaheim Plaza Kimco Realty 75 Southgate Avenue, Daly Forever 21 Retail, Inc. Store Lease 500 N. Euclid Street,
City, CA 94015 Anaheim, CA 92801
439 Hamilton Mall Kravco Company 234 Mall Boulevard, King of Forever 21 Retail, Inc. Store Lease 4403 Black Horse Pike, Mays
Prussia, PA 19406-2954 Landing, NJ 08330
Forever 21
Store Closing List
3530 Danbury Fair Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 7 Backus Ave. #M100,
Suite 100, Pittsford, NY 14534 Danbury, CT 06810
419 Eastland Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 800 N. Green River Road,
Suite 100, Pittsford, NY 14534 Space #318A, Evansville, IN
776 Flatiron Crossing Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 51 West Flat Iron Crossing
Suite 100, Pittsford, NY 14534 Dr., #ANC04, Broomfield, CO
481 Fashion Outlets of Niagara Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 1965 Fashion Blvd. Suite 238,
Falls Suite 100, Pittsford, NY 14534 Niagara Falls, NY 14304
3513 Arrowhead Towne Center Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 7650 West Arrowhead Towne
Suite 100, Pittsford, NY 14534 Center, Glendale, AZ 85308
3518 Vintage Faire Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 3401 Dale Rd., #200,
Suite 100, Pittsford, NY 14534 Modesto, CA 95356
3510 Lakewood Center Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 326 Lakewood Center Mall,
Suite 100, Pittsford, NY 14534 Lakewood, CA 90712
3515 Inland Center Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 200 Inland Dr., San
Suite 100, Pittsford, NY 14534 Bernardino, CA 92408
342 Scottsdale Fashion Square Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 7014 E. Camelback Rd.,
Suite 100, Pittsford, NY 14534 #2433, Scottsdale, AZ 85251
2174 MACOMB MALL Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 32233 Gratiot Ave, Roseville,
Suite 100, Pittsford, NY 14534 MI 48066
435 Atlas Park Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 80-40 Cooper Ave., Suite #4-
Suite 100, Pittsford, NY 14534 002, Glendale, NY 11385
797 The Oaks Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 350 W. Hillcrest Drive,
Suite 100, Pittsford, NY 14534 Thousand Oaks, CA 91360
375 Deptford Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 1750 Deptford Center Rd,
Suite 100, Pittsford, NY 14534 Space #2111, Deptford
785 Kings Plaza Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 5301 Kings Plaza #210,
Suite 100, Pittsford, NY 14534 Brooklyn, NY 11234
213 Valley River Center Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 222 Valley River Center,
Suite 100, Pittsford, NY 14534 Eugene, OR 97401
266 Pacific View Ventura Mall Macerich 1162 Pittsford-Victor Road, Forever 21 Retail, Inc. Store Lease 3301 - 1 E Main St. #1260,
Suite 100, Pittsford, NY 14534 Ventura, CA 93003
Forever 21
Store Closing List
348 Northgate Mall MerloneGeier Partners 5800 Northgate Drive , San Forever 21 Retail, Inc. Store Lease 5800 Northgate Mall #043,
Rafael , CA 94903 San Rafael, CA 94903
5118 Mall of America MOAC MALL HOLDINGS LLC 2131 Lindau LN, Forever 21 Retail, Inc. Store Lease 238 South Avenue #S230 ,
Bloomington, MN 55425 Bloomington, MN 55245
632 449 Washington Street Mosbacher Properties 18 E 48th Street, 19th Floor, Forever 21 Retail, Inc. Store Lease 459 Washington Street,
New York, NY 10017 Boston, MA 02108
2147 OUTLETS OF DES MOINES NED ALTOONA LLC 75 Park Plaza, Boston, MA Forever 21 Retail, Inc. Store Lease 801 Bass Pro Drive NW, Space
02116 #120, Altoona, IA 50009
601 Asheville Outlets New England Development PO Box 603145, Charlotte, NC Forever 21 Retail, Inc. Store Lease 800 Brevard Road, Ste. 824,
28260-3145 Asheville, NC 28806
2138 TANGER OCEAN CITY OCEAN CITY FACTORY 3200 Northline Avenue, Forever 21 Retail, Inc. Store Lease 12741 Ocean Gateway,
OUTLETS I , LC Greensboro, NC 27408 Ocean City, Ocean City, MD
2101 South Bay Center (F21 RED) Other 21 Custom House Street, Forever 21 Retail, Inc. Store Lease 21-39 District Avenue # 39,
Boston, MA 02110 Boston, MA 02125
376 601 Pine Street Other - Colliers International 5910 North Central Forever 21 Retail, Inc. Store Lease 601 Pine St., Seattle, WA
Expressway, Dallas, TX 75206 98101
488 Shops at Georgetown Park Other - JT Premier 888 Seventh Avenue, 44th Forever 21 Retail, Inc. Store Lease 3222 M Street, NW,
Georgetown Park Corp Floor, New York, NY 10019 Washington DC, DC 20007
474 10 South State Street Other - Madison Capital/ASB 225 W. Wacker, Chicago, IL Forever 21 Retail, Inc. Store Lease 10 South State Street,
Capital Mgmt 60606 Chicago, IL 60603
678 Shops At Perry Crossing (F21 Other - Metropolis Lifetstyle 2650 Thousand Oaks Blvd., Forever 21 Retail, Inc. Store Lease 2539 Perry Crossing Way, Ste.
RED) Center, LLC Memphis, TN 38118 100, Plainfield, IN 46168
600 Guam Premier Outlets Other - SPE, LLC 199 Chalan San Antonio Road Forever 21 Retail, Inc. Store Lease 199 Chalan San Antonio Suite
, Tamuning , GU 96913 200, Guam, Guam 96913
673 Hanover Commons (F21 Other - Urban Edge 120 Route 4 East, Paramus, Forever 21 Retail, Inc. Store Lease 200-240 Route 10 West Space
RED) Properties NJ 07652 6-9, East Hanover, NJ 07936
463 Millcreek Mall Other - Warner Management 2445 Belmont Avenue, Forever 21 Retail, Inc. Store Lease 5800 Peach St. Unit #450,
Youngstown, OH 44504-0186 Erie, PA 16565
382 701 Lincoln Road Other- Comras Company 450 Wagon Trail Avenue, Las Forever 21 Retail, Inc. Store Lease 701 Lincoln Road, Miami
Vegas, NV 89118 Beach, FL 33139
389 Bellevue Square Other- Kemper Development 575 Bellevue Square, Forever 21, Inc. Store Lease 248 Bellevue Square,
Bellevue, WA 98009 Bellevue, WA 98004
Forever 21
Store Closing List
349 343 Newbury Street Other-343 Management, LLC 316 Newbury Street, No. 22, Forever 21 Retail, Inc. Store Lease 343 Newbury St., Boston, MA
Boston, MA 02115 02115
337 901 State St. Other-Aryana, LLC 901 State Street, Santa Forever 21 Retail, Inc. Store Lease 901 State Street, Santa
Barbara, CA 93101 Barbara, CA 93101
3536 Hamilton Place Other-BELK 280 I West Tyvola Road, Forever 21 Retail, Inc. Store Lease 2100 Hamilton Place Blvd.,
Charlotte, NC 28217-4500 Chattanooga, TN 37421
3516 Dimond Center Other-Dimond Center LLC 800 East Dimond Boulevard, Forever 21 Retail, Inc. Store Lease 800 E. Dimond Blvd. #199,
Anchorage, AK 99515 Anchorage, AK 99515
3009 Woodies Building Other-Douglas Development 3250 Van Ness Avenue, San Forever 21 Retail, Inc. Store Lease 1025 F Street NW, Suite #200,
Francisco, CA 94109 Washington, DC 20004
359 Royal Hawaiian Other-Festival Co's 567 South King Street, Forever 21 Retail, Inc. Store Lease 2301 Kalakaua Ave., Ste #209,
Honolulu, HI 96813 Honolulu, HI 96815
709 The Mall at Millenia Other-Forbes 100 Galleria Officentre , Forever 21 Retail, Inc. Store Lease 4200 Conroy Rd Ste #206,
Southfield , MI 48037-0667 Orlando, FL 32839
206 The Gardens Other-Forbes 100 Galleria Officentre, Suite Forever 21 Retail, Inc. Store Lease 3101 PGA Blvd., Suite C107,
427, Southfield, MI 48037- Palm Beach Gardens, FL
127 Geneva Commons Other-Mid-America Asset 13155 Noel Road, Suite 500, Forever 21 Retail, Inc. Store Lease 122 Commons Dr, Geneva, IL
Management, Inc Dallas, TX 75240 60134
3538 Galleria at Tyler Other-Riverside Associates 600 Spring Street, Los Forever 21 Retail, Inc. Store Lease 3700 Galleria at Tyler Mall,
Angeles, CA 90014 Riverside, CA 92503
3001 Pasadena Other-St. John Land 136 El Camino Drive, Beverly Forever 21 Retail, Inc. Store Lease 35 N. De Lacey Ave.,
Company Hills, CA 90212 Pasadena, CA 91103
109 Stonecrest Other-Urban Retail PO Box 72219, Cleveland, OH Forever 21 Retail, Inc. Store Lease 2929 Turner Hill Road N.E
44192 #2460, Lithonia, GA 30038
3002 Yorktown Center Pacific Retail Capital 2029 Century Park East, Suite Forever 21 Retail, Inc. Store Lease 300 Yorktown Center,
800, Los Angeles, CA 90067- Lombard, IL 60148
3508 South Towne Center Pacific Retail Capital 2029 Century Park East, Suite Forever 21 Retail, Inc. Store Lease 10450 South State St., Suite
800, Los Angeles, CA 90067- #2300, Sandy, UT 84070
71 White Plains Galleria Pacific Retail Capital 2029 Century Park East, Suite Forever 21 Retail, Inc. Store Lease 100 Main St., Ste 221, White
800, Los Angeles, CA 90067- Plains, NY 10601
3524 Fresno Fashion Fair Pacific Retail Capital 2029 Century Park East, Suite Forever 21 Retail, Inc. Store Lease 755 East Shaw Ave., Fresno,
800, Los Angeles, CA 90067- CA 93710
Forever 21
Store Closing List
676 Santa Fe Place (F21 RED) Perkinscoie 112 Nortern Concourse, Forever 21 Retail, Inc. Store Lease 4250 Cerrillos Rd. #1030,
North Syracuse, NY 13212 Santa Fe, NM 87507
431 Plaza Del Caribe Plaza Del Cribe, S.E. PO Box 363268, San Juan, PR Forever 21 Retail, Inc. Store Lease 2050 Ponce By Pass Suire
00936-3268 #112, Ponce, PR 00717
2125 MAGNOLIA PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 2701 David H. McLeod Blvd.,
Philadelphia, PA 19102 Space #1316, Florence, SC
2126 PLYMOUTH MEETING PREIT 225 West Washington Street, Forever 21 Retail, Inc. Store Lease 500 W. Germantown Pike,
Indianapolis, IN 46204-3438 Space 1355, Plymouth
795 Cherry Hill Mall PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 2000 Route 38 #1175, Cherry
Philadelphia, PA 19102 Hill, NJ 08002
122 Woodland Mall PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 3195 28th St. SE, Grand
Philadelphia, PA 19102 Rapids, MI 49512
172 Willow Grove Park PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 2500 Moreland Rd, Ste 2001,
Philadelphia, PA 19102 Willow Grove, PA 19090
482 1708 Chestnut Street PREIT 200 S. Broad Street, 3rd Floor, Forever 21 Retail, Inc. Store Lease 1708 Chestnut Street,
Philadelphia, PA 19102 Philadelphia, PA 19103
3007 Crossgates Mall Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease One Crossgates Mall Road,
NY 13202 #99x06, Albany, NY 12203
2114 Sangertown Square Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 8555 Seneca Turnpike, Space
NY 13202 # D06, New Hartford, NY
2117 Manassas Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 8300 Suoleu Road Space
NY 13202 #031, Manassa, VA 20109
336 Gallera at Crystal Run Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 1 Galleria Dr., Space #D207,
NY 13202 Middletown, NY 10941
92 Destiny USA Pyramid 4 Clinton Square, Syracuse , Forever 21 Retail, Inc. Store Lease 1 Destiny USA Drive Space
NY 13202 #99X01, Syracuse, NY 13204
754 The Shops @ Wiregrass QIC 600 Superior Avenue, Suite Forever 21 Retail, Inc. Store Lease 28210 Paseo Drive, Unit
1500, Cleveland, OH 44114 #190, Building No. Two,
19 The Galleria @ South Bay QIC 600 Superior Avenue, Suite Forever 21 Retail, Inc. Store Lease 1815 Hawthorne Blvd, Ste
1500, Cleveland, OH 44114 188, Redondo Beach, CA
2169 SUMMIT FAIR RED Summit Fair, LLC One East Washington Street, Forever 21 Retail, Inc. Store Lease 840 NW BLUE PARKWAY, K-
Phoenix, AZ 85004 101, LEE'S SUMMIT, MO
Forever 21
Store Closing List
157 Hillsdale Shopping Center Related Companies 60 31st Avenue, San Mateo, Forever 21, Inc. Store Lease 396 Hillsdale Shopping
CA 94403-3497 Center, San Mateo, CA 94403
608 Village at Cumberland Park Retail Connection 2525 McKinnon Street, Forever 21 Retail, Inc. Store Lease 8934 S. Broadway Ave. Ste.
(F21 RED) Dallas, TX 75201 448, Tyler, TX 75703
664 Central Texas Marketplace RPAI 15105 Collection Drive , Forever 21 Retail, Inc. Store Lease 2408 W Loop 340, Waco, TX
(F21 RED) Chicago, IL 60693 76711
5129 Roosevelt Field Simon Property Group 225 West Washington Street, Forever 21 Retail, Inc. Store Lease 630 Old Country Road # 2041
Indianapolis, IN 46204-3438 A, Garden City, NY 11530
423 Willow Bend Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 6121 W. Park Blvd, Ste B121
IL 60601 & B214, Plano, TX 75093
125 Macarthur Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 300 Monticello Ave., Suite
IL 60601 #255, Norfolk, VA 23510
3010 Solano Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 1451 Gateway Blvd, Fairfield,
IL 60601 CA 94533
194 Northlake Mall Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 9801 Northlake Mall Drive
IL 60601 Space #201, Charlotte, NC
37 Parkway Plz Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 415 Parkway Plaza #357, El
IL 60601 Cajon, CA 92020
3503 Northridge Mall Starwood Retail Partners 1 East Wacker Drive, Chicago, Forever 21 Retail, Inc. Store Lease 400 Northridge Drive, Suite
IL 60601 #D01, Salinas, CA 93906
670 Lake Charles (F21 RED) Stirling Properties 10606 Coursey Boulevard, Forever 21 Retail, Inc. Store Lease 3401 Derek Dr., Lake Charles,
Baton Rouge, LA 70816 LA 70607
2131 TANGER PARK CITY Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 6699 N. Landmark Dr. Space
360, Greensboro, NC 27408 #L150, Park City, UT 84098
2129 TANGER JEFFERSONVILLE Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 8000 Factory Shops Blvd.
360, Greensboro, NC 27408 #845, Jeffersonville, OH
2128 TANGER GRAND RAPIDS Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 350 84th St SW, #480, Byron
360, Greensboro, NC 27408 Center, MI 49315
448 Rehoboth III Outlet Center Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 36504 Seaside Outlet Drive,
360, Greensboro, NC 27408 Suite 1200, Rehoboth Beach,
645 Savannah Outlets Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 200 Tanger Outlets Blvd. Ste.
360, Greensboro, NC 27408 191, Pooler, GA 31322
Forever 21
Store Closing List
2171 TANGER OUTLETS Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 4840 Tanger Outlet Blvd,
CHARLESTON 360, Greensboro, NC 27408 North Charleston, SC 29418
2140 TANGER DEERPARK Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 152 The Arches Cir SUITE 924,
360, Greensboro, NC 27408 Deer Park, NY 11729
621 Foxwoods Outlets Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 455 Trolley Line Blvd. Suite
360, Greensboro, NC 27408 170, Mashantucket, CT 06338
2127 TANGER FORT WORTH Tanger 3200 Northline Ave, Suite Forever 21 Retail, Inc. Store Lease 15829 North Freeway, #110,
360, Greensboro, NC 27408 Forth Worth, TX 76177
744 Fair Oaks Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 11750 Fair Oaks #H227,
Suite 300, Bloomfield Hills, Fairfax, VA 22033
706 Beverly Center Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 8500 Beverly Blvd., Ste 835,
Suite 300, Bloomfield Hills, Los Angeles, CA 90048
6003 Country Club Plaza Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 111 Nichols Road, Kansas
Suite 300, Bloomfield Hills, City, MO 64112
413 City Creek Center Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 51 S. Main St., Suite 162, Salt
Suite 300, Bloomfield Hills, Lake City, UT 84101
768 Stamford Town Center Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 100 Greyrock Place, Space #D-
Suite 300, Bloomfield Hills, 101 and #D-203, Stamford, CT
702 International Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 2223 North Westshore Blvd
Suite 300, Bloomfield Hills, Suite 2000, Tampa , FL 33607
796 Twelve Oaks Mall Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 27434 Novi Road, Novi, MI
Suite 300, Bloomfield Hills, 48377
6006 Sun Valley Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 329 Sun Valley Mall, Suite
Suite 300, Bloomfield Hills, #121, Concord, CA 94520
66 Great Lakes Crossing Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 4160 Baldwin Road Space
Suite 300, Bloomfield Hills, #426, Auburn Hills, MI 48326
6013 Short Hills Taubman 200 East Long Lake Road, Forever 21 Retail, Inc. Store Lease 1200 Morris Turnpike, Space
Suite 300, Bloomfield Hills, D123, Short Hills, NJ 07078
17 Fashion Island The Irvine Company 401 Newport Center Drive, Forever 21 Retail, Inc. Store Lease 1101 Newport Center Drive,
Newport Beach, CA 92660 Newport Beach, CA 92660
692 Tustin Marketplace (F21 The Irvine Company The Market Place (S20578) , Forever 21 Retail, Inc. Store Lease 2856 El Camino Real, Tustin,
RED) Los Angeles, CA 90084-2567 CA 92782
Forever 21
Store Closing List
624 Outlet Shops Of Grand River TORG 6200 Grand River Blvd. Easr, Forever 21 Retail, Inc. Store Lease 6200 Grand River Blvd., Suite
Suite 446, Leeds, AL 35094 646, Leeds, AL 35094
719 La Palmera Trademark Properties 5488 Padre Island Drive, Forever 21 Retail, Inc. Store Lease 5488 S. Padre Island Dr.,
Corpus Christi, TX 78411 Corpus Christi, TX 78411
368 Destin Commons Turnberry 19501 Biscayne Boulevard, Forever 21 Retail, Inc. Store Lease 4224 Legendary Dr., Suite #F-
Suite 400, Aventura, FL 33180 94, Destin, FL 32541
492 Oakdale Mall (F21 RED) Urban Edge 210 Route 4 East, Paramus, Forever 21 Retail, Inc. Store Lease 601-635 Harry L Drive Ste. 41,
NJ 07652 Johnson City, NY 13790
307 Orchard Town Center Vestar Terminal Tower, 50 Public Forever 21 Retail, Inc. Store Lease 14694 Orchard Pkwy, #300,
Square, Cleveland, OH 44113 Westminster, CO 80023
254 The Legend at Village West Walton Street Capital 6263 N. Scottsdale Road, Forever 21 Retail, Inc. Store Lease 1817 Village West Parkway,
Scottsdale, AZ 85250 Suite #F101, Kansas City, KS
2106 Clay Terrace (F21 RED) Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 14550 Clay Terrace Blvd.,
Indianapolis, IN 46204 Carmel, IN 46032
2107 OUTLET COLLECTION OF Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 1101 Outlet Collection Way,
SEATTLE Indianapolis, IN 46204 Space 319, Auburn, WA
333 Jefferson Valley Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 650 Lee Blvd. #D118,
Indianapolis, IN 46204 Yorktown Heights, NY 10598
648 Forest Plaza (F21 RED) Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 6363 E State St. Space XF,
Indianapolis, IN 46204 Rockford, IL 61108
53 Pearlridge Shopping Center Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 98-1005 Moanalua Road, Ste
Indianapolis, IN 46204 #231, Aiea, HI 96701
293 Morgantown Mall Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 9311 Mall Rd, Morgantown,
Indianapolis, IN 46204 WV 26505
330 Brunswick Square Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 755 State Route 18 #190C,
Indianapolis, IN 46204 East Brunswick, NJ 08816
146 Dayton Mall Washington Prime Group 111 Monument Circle, Forever 21 Retail, Inc. Store Lease 2700 Miamisburg-Centerville,
Indianapolis, IN 46204 Space # 300, Dayton, OH
314 Valencia Town Center Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 24201 W. Valencia Blvd.
Haven, CT 06511 #139, Valencia, CA 91355
3542 Santa Anita Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 400 South Baldwin Ave,
Haven, CT 06511 Arcadia, CA 91007
Forever 21
Store Closing List
292 Sunrise Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1107 Sunrise Mall,
Haven, CT 06511 Massapequa, NY 11758
726 Old Orchard Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 4999 Old Orchard Center #J6,
Haven, CT 06511 Skokie, IL 60077
60 Meriden Square Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 470 Lewis Avenue, Space 50,
Haven, CT 06511 Meriden, CT 06450
792 Galleria @ Roseville Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1173 Galleria Blvd,. #P107,
Haven, CT 06511 Roseville, CA 95678
49 Oakridge Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 925 Blossom Hill Road, #X-15,
Haven, CT 06511 San Jose, CA 95123
695 Mission Valley Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1640 Camino Del Rio, San
Haven, CT 06511 Diego, CA 92108
61 Montgomery Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 7101 Democracy Blvd, Space
Haven, CT 06511 1252, Bethesda, MD 20817
238 Sherman Oaks Fashion Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 14006 Riverside Drive, Space
Square Haven, CT 06511 #244, Sherman Oaks, CA
38 University Town Center Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 4545 La Jolla Village Drive
Haven, CT 06511 Suite #H10, San Diego, CA
751 Southcenter Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 836 Southcenter Mall,
614 World Trade Center Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 185 Greenwich St., Ste.
Haven, CT 06511 LL4435, New York, NY 10007
182 Wheaton Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 11160 Veirs Mills Road, Silver
Haven, CT 06511 Spring, MD 20902
5114 Southcenter Mall Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 467 Southcenter Mall #1545,
5115 Westfield Culver City Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 6000 Sepulveda Blvd., Space
Haven, CT 06511 #1450, Culver City, CA 90230
5116 Westfield Topanga Plaza Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 6600 Topanga Canyon Blvd,
Haven, CT 06511 Space #60, Canoga Park, CA
5119 Garden State Plaza Westfield 545 Long Wharf Drive, New Forever 21 Retail, Inc. Store Lease 1 Garden State Plaza, Space
Haven, CT 06511 #1006, Los Angeles, CA 07652
Forever 21
Store Closing List
644 The Mall At Greece Ridge Wilmorite 1265 Scottsville Road, Forever 21 Retail, Inc. Store Lease 208 Greece Ridge Center
(F21 RED) Rochester, NY 14624 Drive, Rochester, NY 14626
484 Tulare Outlet Center Woodmont Companies PO Box 731622, Dallas, TX Forever 21 Retail, Inc. Store Lease 1695 Rutherford Street,
75373-1622 Space A010, Tulare, CA 93274
Annex 3
Store Closing Procedures

Store Closing Procedures1
1. The Store Closings will be conducted during normal business hours or such hours as
otherwise permitted by the applicable unexpired lease.
2. The Store Closings will be conducted in accordance with applicable state and local
“Blue Laws,” and, thus, where such a law is applicable, no Store Closings will be
conducted on Sunday unless the Debtors have been operating such stores on Sundays.
3. On “shopping center” property, neither the Debtors nor the Consultant shall distribute
handbills, leaflets, or other written materials to customers outside of any Stores’ premises,
unless permitted by the applicable lease or if distribution is customary in the “shopping
center” in which such Store is located; provided that the Debtors and the Consultant
may solicit customers in the Stores themselves. On “shopping center” property, neither
the Debtors nor the Consultant shall use any flashing lights or amplified sound to advertise
the Store Closings or solicit customers, except as permitted under the applicable lease or
agreed in writing by the landlord.
4. The Debtors and the Consultant shall have the right to use and sell the FF&E. The
Debtors and the Consultant may advertise the sale of the FF&E in a manner consistent
with these Store Closing Procedures. The purchasers of any FF&E sold during the Store
Closings shall be permitted to remove the FF&E either through the back or alternative
shipping areas at any time, or through other areas after Store business hours; provided that
the foregoing shall not apply to de minimis FF&E sales made whereby the item can be
carried out of the Store in a shopping bag.
5. The Debtors and the Consultant may abandon any FF&E not sold in the Sales at the Closing
Stores at the conclusion of the Sales, including, but not limited to, Closing Store signage.
Any abandoned FF&E left in a Closing Store after a lease is rejected shall be deemed
abandoned to the landlord, with the landlord having a right to dispose of the same as the
landlord chooses without any liability whatsoever on the part of the landlord to any party
and without waiver of any damage claims against the Debtors.
6. The Debtors and the Consultant may, but are not required to, advertise all of the Store
Closings as “store closing,” “sale on everything,” “everything must go,” or similarly
themed sales. The Debtors and the Consultant may also have a “countdown to closing”
sign prominently displayed in a manner consistent with these Store Closing Procedures.
7. The Debtors and the Consultant shall be permitted to utilize sign walkers, display,
hanging signs, and interior banners in connection with the Store Closings; provided that
such sign walkers, display, hanging signs, and interior banners shall be professionally
produced and hung in a professional manner. Neither the Debtors nor the Consultant shall
use neon or day-glo on its sign walkers, display, hanging signs, or interior banners if
1
Capitalized terms used but not defined in these Store Closing Procedures have the meanings given to them in the
Order to which these Store Closing Procedures are attached as Annex 3 or the Motion to which the is attached as
Exhibit A, as applicable.
prohibited by the applicable lease or applicable law. Furthermore, with respect to enclosed
mall locations, no exterior signs or signs in common areas of a mall shall be used unless
otherwise expressly permitted in these Store Closing Procedures. In addition, the Debtors
and the Consultant shall be permitted to utilize exterior banners at (a) non-enclosed mall
Stores and (b) enclosed mall Stores to the extent the entrance to the applicable Store does
not require entry into the enclosed mall common area; provided that such banners shall be
located or hung so as to make clear that the Store Closing is being conducted only at
the affected Store and shall not be wider than the storefront of the Store. In addition, the
Debtors shall be permitted to utilize sign walkers in a safe and professional manner.
Nothing contained in these Store Closing Procedures shall be construed to create or
impose upon the Debtors or the Consultant any additional restrictions not contained in the
applicable lease agreement.
8. Neither the Debtors nor the Consultant shall make any alterations to the storefront,
roof, or exterior walls of any Stores or shopping centers, or to interior or exterior store
lighting, except as authorized by the applicable lease. The hanging of in-Store signage
shall not constitute an alteration to a Store.
9. Affected landlords will have the ability to negotiate with the Debtors or, at the Debtors’
direction, the Consultant, any particular modifications to the Store Closing Procedures.
The Consultant, at the direction of the Debtors, and the landlord of any Store are authorized
to enter into Side Letters without further order of the Court, provided that such agreements
do not have a material adverse effect on the Debtors or their estates.
10. Conspicuous signs will be posted in each of the affected stores to the effect that all sales
are “final.”
11. The Debtors will keep store premises and surrounding areas clear and orderly, consistent
with past practices.
12. An unexpired nonresidential real property lease will not be deemed rejected by reason of a
Store Closing or the adoption of these Store Closing Procedures.
13. The rights of landlords against the Debtors for any damages to a Store shall be reserved in
accordance with the provisions of the applicable lease.
14. If and to the extent that the landlord of any Store contends that the Debtors or the
Consultant is in breach of or default under these Store Closing Procedures, such landlord
shall provide at least five (5) days’ written notice, served by email or overnight delivery,
on:
If to the Debtors:
3880 N. Mission Road

Los Angeles, California 90031
Attention: Scott Hampton
with copies (which shall not constitute notice) to:

2
Kirkland & Ellis LLP

New York, New York 10022
Attention: Aparna Yenamandra
Email address: [email protected]
and
Pachulski Stang Ziehl & Jones LLP,

919 North Market Street, 17th Floor,
P.O. Box 8705,
Wilmington, Delaware 19899-8705 (Courier 19801),
Attention: Laura Davis Jones
Email Address: [email protected]
and
Montgomery McCracken Walker & Rhoads,

437 Madison Avenue, New York, NY 10022,
Attention: Maura I. Russell
Email Address: [email protected]
If to Consultant:
Riemer & Braunstein LLP,

Times Square Tower, Seven Times Square, Suite 2506, New York, New York
10036,
Attention: Steven E. Fox
Email address: [email protected]
If the parties are unable to resolve the dispute, either the landlord or the Debtors shall have
the right to schedule a hearing before the Court on no less than five (5) days’ written
notice to the other party, served by email or overnight delivery.

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Case 19-12122-KG Doc 81 Filed 10/01/19 Page 1 of 33

IN THE UNITED STATES BANKRUPTCY COURT

DEBTORS’ MOTION SEEKING ENTRY OF AN

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)2

respectfully state as follows in support of this motion (this “Motion”):

Merchant Resources, LLC (the “Consultant”), a copy of which is attached as Annex 1 to

consider entry of the Order.

Jurisdiction and Venue

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

Riley Rose, in 2017, which operates 15 stores in the United States.

The Store Closings

and allow for a reorganized business unburdened by under-performing operations.

conducted an extensive store-by-store performance analysis of all existing stores to evaluate,

operational circumstances related to each store’s performance (the “Performance Evaluation”).

approximately $80 million as of the Petition Date.

amended Annex 2 prior to the Court’s hearing on this Motion.

on the Consultant’s excellent reputation and experience in conducting store closings on an

best and most effective path forward.

more profitable enterprise.

I. The Consulting Agreement.

Consulting Agreement is set forth below.3

TERM CONSULTING AGREEMENT

TERM CONSULTING AGREEMENT

Base Consulting Fee. In consideration of Consultant’s provision of the Services provided

Discretionary Fee Enhancement. In consideration of Consultant achieving results that are

TERM CONSULTING AGREEMENT

performance in transitioning customers to the Debtors’ ongoing stores and on-line

TERM CONSULTING AGREEMENT

II. The Store Closing Procedures.

approaching traditionally high-volume season.

Store Closings may continue into 2020.

III. Liquidation Sale Laws and Dispute Resolution Procedures.

the Store Closing Procedures shall control.

resolution procedures (the “Dispute Resolution Procedures”), on a final basis:

Mission Road, Los Angeles, California 90031, Attn: Scott Hampton

Debtors’ or the Consultant’s ability to conduct or to continue to conduct the

IV. Fast Pay Laws.

Debtors to pay an employee substantially contemporaneously with his or her termination

the date such employee is terminated.

Fast Pay Laws burdensome to the Debtors’ estates, if not impossible.

agreements, agreements containing covenants, conditions, and restrictions (including, without

(including through the posting of signs) of the Sales.

Basis for Relief

the “sound business judgment” test in the Abbotts Dairies decision).

same time pursue the Lease Negotiations.

flexible as the Lease Negotiations unfold.

debtor is a Delaware corporation) (quotations omitted).

In re Coldwater Creek, No. 14-10867 (BLS) (Bankr. D. Del. May 7, 2014).5

administrative expenses for rent and related costs.6

of these chapter 11 cases, if not impossible.

and regulations provide that, if a liquidation or bankruptcy sale is court-authorized, a company

code.”), aff’d, 112 F.3d 633 (3d Cir. 1997).

than with protecting the public health and safety”).

Laws and should therefore be approved.

signage, other than Safety Laws and General Laws”).

D. Del. Feb. 25, 2016) (same).

chapter 11 cases as they constitute an impermissible restraint on a debtor’s ability to properly

would be significantly impaired to the detriment of creditors if lease provisions prohibiting a