Exhibit 10.25


 


May 1, 2020


 


Francesca’s Collections, Inc.


8760 Clay Road, Suite 100


Houston, Texas 77080


Attention: Cindy Thomassee


E-Mail: [*]


Facsimile No: 713-863-0098


 


		Re:	Term
Loan Credit Agreement, dated as of August 13, 2019 (as it may be amended or otherwise modified from time to time, the “Credit
Agreement”), among Francesca’s Holdings Corporation, a Delaware corporation (“FHC”),
the other Loan Parties party thereto, the Lenders party thereto, and Tiger Finance, LLC, a Delaware limited liability company,
as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, all terms used herein
which are defined in the Credit Agreement shall have the meaning assigned to such terms in the Credit Agreement.



 


Ladies and
Gentlemen:


 


1.             Borrower
Request. The Borrowers have advised the Administrative Agent and the Lenders that the opinion to be delivered by Ernst
 & Young LLP (the “Auditor”) with respect to the audited financial statements of FHC and its consolidated
Subsidiaries for the fiscal year ending February 1, 2020 (collectively with the related audit opinion of the Auditor, the “2020
Audited Financial Statements”) will contain a “going concern” opinion or like qualification as a result of
FHC and its consolidated subsidiaries’ liquidity position for the next twelve months, which shall cause the Borrowers to
fail to comply with Section 5.01(a) of the Credit Agreement (the “Going Concern Default”). The Borrowers have
also advised the Administrative Agent that due to conditions relating to the COVID-19 crisis in the United States, the Loan Parties
are not paying rent on their leased locations for the months of April, May and June, 2020, which is a failure of the Loan Parties
to perform their respective obligations under certain material agreements to which they are a party and a breach of clause (ii)
of Section 5.07 of the Credit Agreement (such non-payment of rent, the “Rent Default”, and together with the
Going Concern Default, the “Specified Defaults”). The Borrowers have requested that the Administrative Agent
enter into this letter agreement (this “Letter Agreement”) to waive any Default or Event of Default pursuant
to clause (e) of Article 7 of the Credit Agreement solely as a result of the Specified Defaults.


 


2.             Limited
Waiver. In reliance on the representations by the Loan Parties contained in this Letter Agreement, the Administrative Agent
and the Lenders hereby agree to waive any Default or Event of Default pursuant to clause (e) of Article 7 of the Credit Agreement
as a result of the Specified Defaults solely to the extent provided herein and so long as each of the following conditions are
satisfied (each of the following, a “Specified Condition”, and, collectively, the “Specified Conditions”):


 


(a)           the
Loan Parties deliver a draft of the 2020 Audited Financial Statements to the extent they are able to do so under any agreement
between the applicable Loan Parties and the Auditor and the final 2020 Audited Financial Statements to the Administrative Agent
and the Lenders, which in each case comply with the applicable provisions of the Credit Agreement other than with respect to the
Going Concern Default;


 


(b)           notwithstanding
anything to the contrary set forth in the Credit Agreement and the other Loan Documents, the Borrowers deliver a Borrowing Base
Certificate (setting forth the Term Loan Borrowing Base, the Revolving Borrowing Base, Combined Borrowing Base and Combined Borrowing
Base Availability) and supporting information, including without limitation, a 13-week cash flow forecast and a report showing
Qualified Cash and Liquidity, in each case of the Loan Parties and their Subsidiaries, in connection therewith, together with any
additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request on or before the third
Business Day of each calendar week (commencing with the first such date to occur hereafter), as of the period then ended, and continues
to do so until the Borrowers have had three fiscal months during which (1) Liquidity on each day during such period is greater
than or equal to $15,000,000 and (2) sales revenue for such period are greater than or equal to 85% of the amount set forth in
the Sales Plan for such period;


 


(c)           each
Borrowing Base Certificate delivered by the Borrowers referred to in the preceding paragraph 2(b) shall include the Specified Borrowing
Base Reserve (as defined in the Revolver Waiver (as hereinafter defined) until such time as the Specified Borrowing Base Reserve
is eliminated or removed by the Revolving Agent; and


 





     


     


    

 


(d)           the
Borrowers agree to not make any Borrowing Request under and as defined in the Revolver Loan Agreement unless its Qualified Cash
after giving effect to such Borrowing Request and the use of proceeds thereof shall be less than $3,000,000 or the Administrative
Agent and the Revolver Agent otherwise agree.


 


It is understood that
the Loan Parties’ failure to comply with any of the Specified Conditions set forth in this Section 2 shall constitute
an immediate Event of Default under Article 7 of the Credit Agreement.


 


Notwithstanding anything
herein to the contrary, the waiver of the Rent Default is solely as a result of the Loan Parties’ non-payment of rent on
the Loan Parties’ leased locations for the months of April, May and June, 2020 and no any other month and such waiver shall
not prevent the Administrative Agent or the Lenders from exercising any right or remedy available to it or otherwise taking action
under the Loan Documents in the event that the landlord commences an enforcement action (including, without limitation, any lock
out or other self-help remedies commenced by a Loan Party’s landlord) against a Loan Party in respect of such liabilities
or the Rent Default.


 


Except as expressly provided
herein, nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of the Borrowers or any
of the other Loan Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other
Loan Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan
Document. The Administrative Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments
with respect to the Credit Agreement or any other Loan Document, and the parties hereto agree that the waiver provided herein shall
constitute a one-time limited waiver and shall not constitute a course of dealing among the parties or waive, affect or diminish
any right of the Administrative Agent and the Lenders to demand strict compliance with the Credit Agreement and the other Loan
Documents.


 


3.             Amendments
to the Credit Agreement. To induce the Administrative Agent and Lenders to enter into this Letter Agreement, each of the Loan
Parties, the Administrative Agent and the Lenders hereby agrees that the Credit Agreement shall be amended as of the date hereof
as follows:


 


(a)           Section
5.06(a) of the Credit Agreement shall be amended and restated in its entirety to read in full as follows:


 


(a)           in any calendar
year, the Administrative Agent may conduct up to two field examinations at the Borrowers’ expense.


 


(b)           Section 5.12(a)
of the Credit Agreement shall be amended and restated in its entirety to read in full as follows:


 


(a)           in any calendar
year, the Administrative Agent may conduct up to two Inventory appraisals at the Borrowers’ expense.


 


4.             Representations
and Warranties; Ratifications and Affirmations of the Loan Parties. To induce the Administrative Agent and the Lenders to enter
into this Letter Agreement, each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders
as follows:


 


(a)           After
giving effect to this Letter Agreement, each representation and warranty of each of the Loan Parties contained in the Credit Agreement
and the other Loan Documents is true and correct in all material respects on and as of the date hereof, except (i) to the extent
any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof,
such representations and warranties are true and correct in all material respects as of such specified earlier date, and (ii) to
the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse
Effect, such representation and warranty (as so qualified) is true and correct in all respects.


 


(b)           After
giving effect to this Letter Agreement, no Event of Default exists.


 






     


     


    

 


(c)           The
execution, delivery and performance by each Loan Party of this Letter Agreement: (a) are within such Loan Party’s
limited liability company, limited partnership or corporate power, as applicable, (b) have been duly authorized by all necessary
limited liability company, limited partnership or corporate action, as applicable, (c) require no action by or in respect of, or
filing with, any governmental body, agency or official, except such as have been obtained or made and are in full force and effect
and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (d) do not violate any Requirement of
Law applicable to such Loan Party or any of its Subsidiaries, (e) do not constitute a default under any material agreement binding
upon the Loan Parties, except such as, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, and (f) will not result in the creation or imposition of any Lien upon any of the assets of the Loan Parties except
for Permitted Encumbrances and Liens created pursuant to the Loan Documents.


 


(d)           This
Letter Agreement constitutes the valid and binding obligation of the Loan Parties enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


Each of the Loan Parties
hereby expressly (x) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is
a party and (y) acknowledges the validity, enforceability and binding effect against such Loan Party of the Credit Agreement and
each other Loan Document to which such Loan Party is a party, in each case, as amended or otherwise modified hereby


 


5.             Conditions
Precedent. The effectiveness of this Letter Agreement is subject to the Administrative Agent’s receipt of (a) executed
counterparts of this Letter Agreement from each Loan Party, (b) an executed copy of a letter agreement in form and substance reasonably
satisfactory to the Administrative Agent from the requisite Revolver Agent and Revolver Lenders under the Revolver Loan Agreement
waiving the Specified Defaults and any related default or event of default under the Revolver Loan Agreement as a result thereof
(the “Revolver Waiver”) and (c) a consent fee of $25,000 paid by the Borrowers for the account of the Administrative
Agent.


 


6.             Miscellaneous.
The parties hereto hereby agree that (a) this Letter Agreement may be executed in counterparts, and all parties need not execute
the same counterpart; however, no party shall be bound by this Letter Agreement until a counterpart hereof has been executed by
each of the Loan Parties, the Administrative Agent and the Lenders; by fax or other electronic transmission (e.g., “.pdf”)
shall be effective as originals, (b) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS
SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES AND THAT THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, (c) this Letter Agreement constitutes a “Loan Document” under and
as defined in Section 1.01 of the Credit Agreement, and (d) this Letter Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.


 


Please evidence your
agreement to each of the provisions of this Letter Agreement by executing a counterpart hereof where indicated and returning a
fully executed counterpart.


 


[Signature Pages Follow]


 






     


     


    

 





	THE BORROWERS:	FRANCESCA’S SERVICES CORPORATION
	 	 
	 	By: 	/s/ Andrew Clarke	 
	 	Name: Andrew Clarke
	 	Title:   President and Chief Executive Officer
	 	 
	 	 
	 	FRANCESCA’S COLLECTIONS, INC.
	 	 
	 	By: 	/s/ Andrew Clarke	 
	 	Name: Andrew Clarke
	 	Title:   President and Chief Executive Officer
	 	 
	 	
	OTHER LOAN PARTIES:	FRANCESCA’S HOLDINGS CORPORATION
	 	 
	 	By:	/s/ Andrew Clarke	 
	 	Name: Andrew Clarke
	 	Title:   President and Chief Executive Officer
	 	 
	 	 
	 	FRANCESCA’S LLC
	 	 
	 	By: 	/s/ Andrew Clarke	 
	 	Name: Andrew Clarke
	 	Title:   President and Chief Executive Officer


 


 


 


[Signature
Page to Letter Agreement – Francesca’s] 






     


     


    




 


	ADMINISTRATIVE AGENT:	tiger finance, llc
	 	 
	 	By: 	/s/ Robert DeAngelis	 
	 	Name: Robert DeAngelis
	 	Title: Executive Managing Director 


 


 


 


[Signature
Page to Letter Agreement – Francesca’s]






     


     


    

 





	LENDER:	tiger finance, llc
	 	 
	 	By: 	/s/ Robert DeAngelis	 
	 	Name: Robert DeAngelis
	 	Title: Executive Managing Director   


 


 


 





[Signature
Page to Letter Agreement – Francesca’s]