8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 15, 2007

Enesco Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Illinois	001-09267	04-1864170
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
225 Windsor Drive, Itasca, Illinois		60143
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 630-875-5300

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03 Bankruptcy or Receivership.

On February 15, 2007, the United States Bankruptcy Court overseeing the Company's Chapter 11 bankruptcy proceedings approved the sale of substantially all the assets of Enesco Group, Inc. (the "Company") to an affiliate of Tinicum Capital Partners II, L.P. ("Tinicum") as further described in Item 2.01 below

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 15, 2007, the Company completed the sale of substantially all of its assets to EGI Acquisition, LLC (to be known as Enesco, LLC, the "Purchaser"), a privately held company affiliated with Tinicum. The sale was made pursuant to the terms of the previously announced Asset Purchase Agreement, as amended, among the Company, certain subsidiaries of the Company named therein, and Purchaser, following the approval of the United States Bankruptcy Court overseeing the Company’s Chapter 11 bankruptcy proceedings.

The consideration paid for the Company's business, operations and assets consisted of the forgiveness of all amounts due under the Company's senior secured debtor-in-possession financing facility and certain other obligations owed to Tinicum and its affiliates, the assumption of certain Company liabilities, and the establishment of a $700,000 cash wind-down fund.

The Company expects to file a plan of liquidation with the U.S. Bankruptcy Court that will provide for the payment of the Company's bankruptcy-related expenses, the distribution of any residual funds to the remaining creditors and the dissolution of the Company. It is expected that any dissolution will result in the cancellation of the Company's common stock without any distribution to the Company's stockholders.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the closing of the sale of the Company's assets to EGI Acquisition, LLC, all executive officers of the Company effectively resigned from the Company except Marie Meisenbach Graul, the Company's Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Asset Purchase Agreement, dated as January 21, 2007, among the Company,
certain subsidiaries of the Company named therein, and EGI Acquisition,
LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 25, 2007).
10.2 Amendment No. 1 to Asset Purchase Agreement among the Company, certain
subsidiaries of the Company named therein, and EGI Acquisition, LLC.
99.1 Bankruptcy Court Order, dated February 15, 2007, approving sale of assets.
99.2 Press release of the Company dated February 15, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Enesco Group, Inc.
February 21, 2007	By:	/s/ Marie Meisenbach Graul
		Name: Marie Meisenbach Graul
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Asset Purchase Agreement, dated as January 21, 2007, among the Company, certain subsidiaries of the Company named therein, and EGI Acquisition, LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2007).
10.2	Amendment No. 1 to Asset Purchase Agreement among the Company, certain subsidiaries of the Company named therein, and EGI Acquisition, LLC.
99.1	Bankruptcy Court Order, dated February 15, 2007, approving sale of assets.
99.2	Press release of the Company dated February 15, 2007.

EX-10.1

Exhibit 10.1

[Page Intentionally Left Blank]

Exhibit 10.2

AMENDMENT NO. 1 TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT, dated as of February 13, 2007 (this “Amendment”), is made and entered into by and among Enesco Group, Inc., an Illinois corporation (“Parent”), Gregg Manufacturing, Inc., California corporation (together with Parent, the “Sellers”), and EGI Acquisition, LLC, a Delaware corporation (the “Purchaser”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

WHEREAS, the Sellers and the Purchaser have entered into that certain Asset Purchase Agreement, dated as of January 21, 2007 (as amended by this Amendment, the “Purchase Agreement”), which contemplates that the Sellers will, and will cause their respective Subsidiaries to, sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser will purchase from such Persons, all of such Persons’ rights, title and interests in and to, the Purchased Assets, and the Purchaser will assume and agree to pay, perform and discharge the Assumed Liabilities, in each case, upon the terms and subject to the conditions set forth in the Purchase Agreement; and

WHEREAS, the Sellers and the Purchaser desire to amend the Purchase Agreement as set forth below;

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

AMENDMENT TO PURCHASE AGREEMENT

Section 1.1 Amendment of Section 1.1. The definition of “Permitted Exceptions” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“Permitted Exceptions” means: (i) with respect to real property (a) all easements, rights of way and encumbrances of record disclosed in policies of title insurance that have been disclosed to Purchaser prior to the date hereof and (b) zoning, entitlement and other land use and environmental regulations by any Governmental Body, provided that such regulations have not been violated by existing usage of improvements; provided, however, that in the case of this clause (i) none of the foregoing, individually or in the aggregate, detract from the value or current use of the applicable Real Property (hereinafter defined), require the removal, alteration or loss of any improvement located thereon (including, without limitation, paved parking areas) or materially interfere with the use of the affected asset or Real Property as the Business is currently conducted, provided that, if any of the foregoing encumbrances include mortgages or like encumbrances on the landlord’s interest in any Leased Real Property, the tenant receives a non-disturbance agreement reasonably satisfactory to it, providing inter alia, that the mortgagee shall not disturb the tenant’s occupancy or other rights in the event of foreclosure (unless the tenant is in default past applicable notice and cure periods under the related Lease); (ii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business for sums not yet due and payable; (iii) title of a lessor under a capital or operating lease; (iv) any other Liens that will be discharged in full prior to Closing in connection with the Sale Order or any other actions of the Bankruptcy Court; and (v) the Liens described in Schedule 1.1(d) hereto.”

Section 1.2 Amendment of Section 2.1(q). Section 2.1(q) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“any and all residual amounts of or reversionary interests in each of the L/C Collateral (as such term is defined in the Order approving the DIP Financing Agreement) and the Prepetition Indemnity Amount (as such term is defined in the Order approving the DIP Financing Agreement), provided however, that the Purchased Assets shall not include any residual amounts of or reversionary interests in the Prepetition Indemnity Amount to be released to Sellers that shall constitute part of the Wind-down Fund (as defined below) in accordance with paragraph 34 of Exhibit A of that certain Final Order Authorizing Debtors To (A) Incur Postpetition Debt, (B) Grant Liens and Provide Security and Other Relief to Wells Fargo Foothill, Inc., as Agent, and (C) Grant Adequate Protection to the Prepetition Agent and Prepetition Lenders, dated February 12, 2007; and”

Section 1.3 Amendment of Section 2.1. Section 2.1 of the Purchase Agreement is hereby amended by adding the following after Section 2.1(r):

"(s) any and all rights of the Sellers under that certain pay-off letter dated January 23, 2007 issued by Bank of America and LaSalle Bank National Association, including, without limitation, the right to receive certain lien terminations and releases against certain assets of the Sellers and certain release documentation related thereto, as more fully described therein.”

Section 1.4 Amendment of Section 2.1(m). Section 2.1(m) of the Purchase Agreement is hereby amended by adding the words “or Assumed Liabilities” at the end thereof .

Section 1.5 Amendment of Section 2.3. Section 2.3 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

"Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, solely the Assumed Liabilities, subject to all objections, claims, counterclaims, rights of setoff or recoupment, and other defenses of the Sellers. “Assumed Liabilities” shall mean only the following liabilities (other than the Excluded Liabilities):

(a) all Liabilities arising under the Assumed Contracts;

(b) solely to the extent provided in Section 9.1, the Liabilities arising out of the Foreign Benefit Plans; and

(c) each of the following Liabilities solely to the extent such Liabilities constitute current liabilities:

(i) all accrued payroll obligations of Transferred Employees (including vacation accruals, but excluding any severance or other obligations arising from the termination of employment of any employees of the Business, the Sellers or the Foreign Subsidiaries);

(ii) other than Intercompany Payables or the Pre-Petition Liabilities, all accounts payable incurred in the Ordinary Course of Business after the Petition Date (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); and

(iii) all obligations arising from advances received from customers of the Business;

(d) the Pre-Petition Liabilities set forth on Schedule 2.3(d) of the Sellers Disclosure Schedule; provided that the Purchaser shall only be obligated to assume and timely perform and discharge in accordance with their respective terms, such Pre-Petition Liabilities which, in the aggregate as of a date certain as agreed to by the Sellers and the Purchaser, as certified by the Sellers as of such date, are not greater than (x) $18,100,000 (the "Threshold”) plus (y) ten percent (10%) of the Threshold; provided further, to the extent such Pre-Petition Liabilities, in the aggregate exceed the Threshold plus 10%, Purchaser, in its sole discretion, may remove certain Pre-Petition Liabilities from Schedule 2.3(d) upon three days notice to the creditor who is so removed and shall determine those Pre-Petition Liabilities and corresponding amounts to assume and discharge which, in the aggregate, equal an amount not greater than the Threshold plus 10%; and

(e) a success fee in an amount no more than 1.5% of the Aggregate Consideration (as defined below) minus $75,000 payable on behalf of the Sellers to Mesirow Financial Services Inc.”

Section 1.6 Amendment of Section 2.6. Section 2.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

” Purchaser’s Election Right. Notwithstanding anything to the contrary in this Agreement, Purchaser shall have the right, without any further adjustment to the Purchase Price, to add any Contract that is an executory contract or unexpired lease to Schedule 2.6, thereby making such Contract an Assumed Contract, by written notice delivered to Sellers at any time during the period from and after the date hereof until the later (A) of the Closing Date and (B) the fifth Business Day after receiving notice from any Seller that such Seller intends to reject such Contract.”

Section 1.7 Amendment of Section 3.1. Section 3.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“The aggregate consideration for the Purchased Assets (the “Aggregate Consideration”) shall be (a) an amount in cash equal to the principal amount plus interest, fees and any other expenses of the DIP Note outstanding as of the Closing Date (the “Purchase Price”), (b) the assumption of the Assumed Liabilities, (c) forgiveness of any and all Pre-Petition Liabilities of the Sellers owed to Affiliates of the Purchaser, including without limitation a certain deposit in the amount of $100,000 funded by an Affiliate of the Purchaser for the benefit of Parent prior to the date hereof and (d) $700,000.00 in respect of administration expenses incurred by Sellers in the Bankruptcy Case, as adjusted by Section 2.1(q) (the “Wind-down Fund”). To the extent the Purchase Price shall exceed the aggregate of (i) the amount set forth in the Payoff Letters and (ii) the Wind-down Fund, such excess shall be returned to Purchaser. On the Closing Date, Parent shall deliver to Purchaser a certificate from an authorized executive officer of each of Parent and the DIP Lender which states the principal amount plus interest, fees and any other expenses of the DIP Note outstanding as of the Closing Date. Purchaser shall have the right to rely unconditionally and conclusively on such certificate in determining the Purchase Price and shall be obligated to fund only such amount. To the extent that it is determined that the Purchase Price paid is greater than amounts owed or owing under the DIP Amount, the excess, if any, shall immediately be returned to the Purchaser. Notwithstanding anything to the contrary in this Section 3.1, if and to the extent Purchaser or any of its Affiliates shall become a DIP Lender or otherwise assume the rights of a DIP Lender under the DIP Note, in lieu of paying cash in satisfaction of the Purchase Price, Purchaser or its Affiliates, as applicable, shall be entitled to cancel all or any portion of the DIP Note held by Purchaser or such Affiliates, and together with the other components of Aggregate Consideration set forth in this Section 3.1 of the Purchase Agreement such cancellation shall constitute the Purchase Price, for purposes of Section 3.1(a).”

Section 1.8 Amendment of Section 3.2. Section 3.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“On the terms and subject to the conditions set forth herein, at the Closing, in consideration for the sale of the Purchased Assets, Purchaser shall (i) pay, on behalf of Sellers and in full satisfaction of their obligations under the DIP Note, the Purchase Price to the DIP Lender; provided that in lieu of paying cash in satisfaction of the Purchase Price, Purchaser or its Affiliates, as applicable, shall be entitled to cancel all or any portion of the DIP Note held by Purchaser or such Affiliates and (ii) assume the Assumed Liabilities. The Purchase Price payable at Closing, if at all, shall be paid by Purchaser to the DIP Lender by wire transfer of immediately available funds into an account designated by the DIP Lender at least two Business Days prior to the Closing Date.”

Section 1.9 Amendment of Section 4.1. Section 4.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“The closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (collectively, the “Closing”) shall take place at the offices of Schulte Roth & Zabel LLP located at 919 Third Avenue, New York, New York (or at such other place as the Parties may designate in writing) at 10:00 a.m. (New York City time) on the date that the Sale Order is entered on the docket of the Bankruptcy Court or such other date agreed to by Purchaser, in its sole discretion; provided that such date agreed to by Purchaser in its sole discretion does not in and of itself give rise to Purchaser’s right to terminate this Agreement in accordance with Section 4.4. The date on which the Closing shall be held is referred to in this Agreement as the “Closing Date.” The Closing shall be deemed to have occurred at 11:59:59 p.m. (New York City time) on the Closing Date.”

Section 1.10 Amendment of Section 7.2. Section 7.2 of the Purchase Agreement is hereby amended by replacing the reference to “February 13, 2007” therein with “February 15, 2007.”

Section 1.11 Amendment of Section 10.1. Section 10.1 of the Purchase Agreement is hereby amended by adding the following after Section 10.1(g):

"(h) the Bankruptcy Court shall have entered the Sale Order no later than February 15, 2007 in form and substance reasonably acceptable to Purchaser, and the Sale Order shall have become a Final Order.”

Section 1.12 Amendment of Section 10.3(b). Section 10.3(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

” (b) the Bankruptcy Court shall have entered the Sale Order no later than February 15;”

ARTICLE II.

AMENDMENT OF DISCLOSURE SCHEDULE

Section 2.1 Amendment of Schedules. The Sellers Disclosure Schedule is hereby amended and restated in its entirety as set forth on Exhibit A attached hereto, and each such amended Schedule of the Sellers Disclosure Schedule shall be deemed for all purposes to have been delivered as of the date of the Purchase Agreement.

ARTICLE III.

ASSIGNMENT; POST-CLOSING ACCESS

Section 3.1 Assignment. Pursuant to Section 12.8 of the Purchase Agreement, Purchaser may assign any or all of its rights and obligations under the Purchase Agreement, without the consent of any Parties thereto, to any one or more of its Affiliates. Prior to Closing, Purchaser will provide the Sellers with a schedule (the “Purchase Breakdown Schedule”) that specifies (a) the names of the Affiliates to whom Purchaser intends to assign a portion of its rights and corresponding obligations, (b) which of the Purchased Assets the Purchaser and each such Affiliate will acquire and (c) the portion of the Aggregate Consideration the Purchaser and each such Affiliate will pay. The Purchaser and the Affiliates listed on the Purchase Breakdown Schedule will pay the Aggregate Consideration and will acquire all the Purchased Assets. The Sellers hereby agree and acknowledge their obligation to transfer the Purchased Assets to Purchaser and such Affiliates of Purchaser as identified on such Schedule and to accept as payment the portion of the Aggregate Consideration set forth opposite such Purchased Asset’s identity, on such Schedule.

Section 3.2 Post-Closing Access to Records. Purchaser agrees that the Sellers, the unsecured creditors committee, or their authorized representatives (or any subsequently appointed trustee) (collectively, the “Estate”), shall be expressly granted access to the Sellers’ books, records and former key employees to the extent still employed by the Purchaser following the Closing, at no charge to the Estate, in order to conduct any investigation of claims or liens, or winddown activities necessary, at such reasonable times during normal business hours and upon prior, reasonable notification so as not to disrupt, in Purchaser’s sole discretion, Purchaser’s operation of the business.

ARTICLE IV.

MISCELLANEOUS

Section 4.1 No Waiver. Nothing in this Amendment shall constitute a waiver by the Sellers or the Purchaser of any breach or default on the part of any party to the Purchase Agreement.

Section 4.2 Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the Bankruptcy Code and to the extent not consistent with the Bankruptcy Code, the internal laws of the State of New York applicable to contracts made and performed in such State (without regard to principles of conflicts of laws).

Section 4.3 Entire Agreement. This Amendment together with the Purchase Agreement (together with the Schedules, Exhibits and other agreements referenced therein), constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

Section 4.4 Effect. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the representations, warranties, terms, conditions, obligations, covenants or agreements contained in the Purchase Agreement, all of which shall continue in full force and effect in accordance with their respective terms. For the avoidance of doubt, except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not constitute a reaffirmation, remaking, withdrawal or modification as of the date of this Amendment of any of the representations, warranties or covenants of any party hereto.

Section 4.5 Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto caused this Amendment No. 1 to Asset Purchase Agreement to be duly executed as of the date first above written.

PURCHASER

EGI ACQUISITION, LLC

By: /s/ Seth M. Hendon
Name: Seth M. Hendon
Title: Vice President

SELLERS:

ENESCO GROUP, INC.

By: /s/ Marie Meisenbach Graul
Name: Marie Meisenbach Graul
Title: Executive Vice President and
Chief Financial Officer

GREGG MANUFACTURING, INC.

By: /s/ Charles Eugene Sanders
Name: Charles Eugene Sanders
Title: Secretary and Treasurer

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS

(EASTERN DIVISION)

x : In re:	Chapter 11
: ENESCO GROUP, INC., et al.1,:	Case No. 07-00565 Hon. A. Benjamin Goldgar
:
Debtors.: :	(Jointly Administered)
x	Re: Docket No. 40

ORDER UNDER 11 U.S.C. §§  105(a), 363, 365, AND 1146(a) AND FED. R. BANKR. P. 2002,
6004, 6006, AND 9014 (I) APPROVING ASSET PURCHASE AGREEMENT WITH EGI ACQUISITION,
LLC., (II) AUTHORIZING (A) SALE OF SUBSTANTIALLY ALL ASSETS OF SELLERS FREE AND
CLEAR OF LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES, (B) ASSUMPTION AND ASSIGNMENT
OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND

(C) ASSUMPTION OF CERTAIN LIABILITIES, AND

(III) GRANTING RELATED RELIEF

Upon the motion, dated January 18, 2007 (the “Motion”),² of the above-captioned debtors and debtors-in-possession (collectively, the “Debtors” ), requesting, among other things, entry of an order (the “Sale Order”) under 11 U.S.C. §§ 105, 363, 365 and 1146(a) and Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) (A) authorizing and approving the sale (the “Sale”) of substantially all of the assets of Debtors Enesco Group, Inc. and Gregg Gift Manufacturing, Inc. (collectively, the “Sellers”), including the stock of certain non-debtor subsidiaries (collectively, the “Acquired Assets”), free and clear of all liens, claims, interests and encumbrances (other than Permitted Exceptions and Assumed Liabilities), pursuant to the Asset Purchase Agreement (the “Agreement”), dated as of January 21, 2007, as amended by Amendment No. 1 to Asset Purchase Agreement, dated as of February [13], 2007, by and among the Sellers, and EGI Acquisition, LLC (the “Purchaser”); (B) authorizing and approving the assumption and assignment of certain executory contracts and unexpired leases pursuant to the Agreement (the “Assumed Contracts”); (C) authorizing the Purchaser’s assumption of certain liabilities of the Sellers (the “Assumed Liabilities”); (D) determining that such Sale is exempt from any stamp, transfer, recording or similar tax; and (E) granting related relief; and

The Court having entered an order on January 22, 2007 (the “Bidding Procedures Order”) pursuant to which the Court, among other things, approved (i) the Sellers’ proposed bidding procedures, (ii) the form and manner of notice of the Sale, (iii) the Termination Fee, and (iv) the form and manner of notice of the assumption and assignment of the Assumed Contracts; and

A hearing on the Motion having been held on February 15, 2007 (the “Sale Hearing”) at which time all interested parties were offered an opportunity to be heard with respect to the Motion; and the Court having reviewed and considered (i) the Motion and attachments thereto, (ii) all objections and comments relating to the Sale or to the assumption and assignment of the Assumed Contracts, (iii) the arguments of counsel made, and the evidence proffered or adduced, at the Sale Hearing; and it appearing that the relief requested in the Motion is in the best interests of the Sellers, their estates and creditors and other parties in interest; and upon the record of the Sale Hearing and these cases; and after due deliberation thereon; and good cause appearing therefore, it is hereby

FOUND AND DETERMINED THAT:

A. This Court has jurisdiction to hear and determine the Motion pursuant to 28 U.S.C. §§ 157 and 1334 and this matter is a core proceeding under 28 U.S.C. §§  157(b)(2)(A) and (N). Venue of these cases and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409.

B. The statutory predicates for the relief requested herein are sections 105(a), 363(b), (f), (m) and (n), 365 and 1146(a) of the Bankruptcy Code, and Bankruptcy Rules 2002, 6004, 6006 and 9014.

C. As evidenced by the affidavits of service filed with the Court, proper, timely, adequate and sufficient notice of the Motion, the Agreement (without schedules and exhibits), the Bidding Procedures Order, the Bidding Procedures, the Auction, the Sale Hearing and the assumption and assignment of the Assumed Contracts has been provided in accordance with sections 102(1), 363 and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 6006 and the Bidding Procedures Order. Also, as evidenced by the affidavits of publication filed with the Court, the Auction and Sale Notice was published once each in The New York Times (national edition) and The Chicago Tribune in accordance with Bankruptcy Rules 2002(l) and 9008. Such notice was good and sufficient, and appropriate under the particular circumstances and no other or further notice of the Motion or the Sale Hearing is or shall be required.

D. A reasonable opportunity to object or be heard with respect to the Sale and the relief granted by this Sale Order has been afforded to all interested persons and entities, including: (i) the unsecured creditors’ committee appointed in the Sellers’ chapter 11 cases; (ii) the Ad Hoc Committee of Equity Security Holders; (iii) all federal, state and local regulatory or taxing authorities or recording offices which have a reasonably known interest in the relief requested by the Motion, including but not limited to all such taxing authorities or recording offices in the jurisdictions in which the Sellers have offices or other facilities or in which any of the Acquired Assets are located; (iv) all parties having expressed within the past six (6) months a bona fide interest in acquiring the Acquired Assets; (v) all entities (or counsel therefore) known to have asserted any lien, claim, encumbrance, right of refusal, or other interest in or upon the Sellers or the Acquired Assets; (vi) the United States Attorney’s Office; (vii) the Internal Revenue Service; (viii) the Securities and Exchange Commission; (ix) all non-Debtor counterparties (collectively, the “Counterparties” and each a “Counterparty”) to the Assumed Contracts; (x) all entities who had filed a notice of appearance and request for service of papers in the Debtors’ chapter 11 cases pursuant to Bankruptcy Rule 2002 as of the date of such notice; and (xi) the United States Trustee for the Northern District of Chicago.

E. The Sellers have demonstrated both (i) good, sufficient, and sound business purpose and justification and (ii) compelling circumstances for the Sale pursuant to Section 363(b) of the Bankruptcy Code prior to, and outside of, a plan of reorganization in that, among other things:

(1) The Sellers currently are unable to continue to finance their working capital requirements. The cash provided by the Sellers’ operating activities is inadequate to enable the Sellers to meet capital expenditure requirements necessary to maintain and expand their operations in the ordinary course of business.

(2) The Sellers’ scarce financial resources are deteriorating and without additional working capital — which the Sellers have been unable to obtain other than in the form of debtor-in-possession financing from the Purchaser— they will be unable to continue to operate their businesses at current levels. This could lead to the inability to procure new customers, loss of existing customers, or even the discontinuation of some or all of the Sellers’ operations, to the extreme detriment of the Sellers’ customers, employees, and creditors. Accordingly, absent prompt approval and consummation of the Sale, the Sellers’ ability to realize a going concern value for the Acquired Assets will vanish promptly.

(3) If the Sale and related transactions were not approved and consummated promptly, the Sellers’ business could deteriorate to the point where the Purchaser could terminate the Agreement, thereby consigning the Sellers to either a disorganized liquidation that would achieve far less value for their estates than the transactions contemplated by the Agreement or, perhaps, a sale involving a significantly reduced purchase price. More specifically, the obligation of the Purchaser to consummate the Sale is conditioned upon, among other things, there being no material breach of any of the Sellers’ representations and warranties, the Sellers having performed in all material respects all obligations under the Agreement, and there being no material adverse effect on the Acquired Assets being purchased. Additionally, the Sellers have covenanted that they will conduct their business in the ordinary course consistent with the past practice, and will use reasonable best efforts to preserve and maintain the Acquired Assets. Given the Sellers’ liquidity constraints, there is a significant risk that the Sellers cannot maintain their operations at current levels for any length of time. The cessation of, or even a drastic reduction in, the Sellers’ operations could result in a material adverse effect permitting termination of the Agreement pursuant to Section 4.4(i) thereof.

(4) The Sellers have provided notice of the Sale in accordance with the Bidding Procedures Order, including publication of a notice of the Sale in The Chicago Tribune and the New York Times (National Edition). Following the Sellers’, together with their investment bankers’, extensive prepetition marketing efforts and their postpetition continuation of such efforts and compliance with the Bidding Procedures Order, the Sale to the Purchaser represents the highest and best offer obtained for the Acquired Assets, both in terms of the economic value of the offer and the certainty of prompt consummation of the transaction.

(5) A sale of the Acquired Assets at this time to this Purchaser pursuant to 11 U.S.C. § 363(b) is the only viable alternative for preserving and capturing the value of the Acquired Assets and ensuring the continuation of the Sellers’ Business, and will result in the highest possible purchase price for the Acquired Assets. The Sellers cannot continue to operate the Business for the time required to confirm and consummate a plan of reorganization without risking an immediate and material decline in the value of the Acquired Assets. Thus, the only way to preserve and maximize the value of the Acquired Assets is to consummate the Sale and sell the Acquired Assets under section 363(b) of the Bankruptcy Code.

F. The Sale reflects the exercise of the Sellers’ sound business judgment. Approval of the Agreement and the consummation of the Sale contemplated thereby are in the best interests of the Sellers, their estates, their creditors, and all other parties in interest.

G. As evidenced by the Sellers’ extensive marketing efforts, the consideration provided by the Purchaser for the Acquired Assets pursuant to, and the other terms of, the Agreement (i) are fair and reasonable, (ii) are the highest or otherwise best offer for the Acquired Assets, (iii) will provide a greater recovery to the Sellers’ estates than would be provided by any other practical available alternative, and (iv) constitute reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, possession, or the District of Columbia.

H. Subject only to entry of this Sale Order, the Sellers have (i) full corporate or other appropriate power and authority to execute the Agreement and all other documents contemplated thereby, and the Sale has been duly and validly authorized by all necessary corporate or other appropriate action of the Sellers, (ii) all of the corporate or other appropriate power and authority necessary to consummate the transactions contemplated by the Agreement, (iii) taken all corporate or other appropriate action necessary to authorize and approve the Agreement and the consummation of the Sale by such Sellers, and no consents or approvals, other than those expressly provided for in the Agreement, are required for the Sellers to consummate such transactions.

I. The transfer of the Acquired Assets by the Sellers to the Purchaser: (i) is or will be a legal, valid and effective transfer of the Acquired Assets, (ii) vests or will vest Purchaser with good title to the Acquired Assets free and clear of (a) all liens, interests, and encumbrances, and (b) all debts arising under or out of, in connection with, or in any way relating to, any acts of Sellers, claims (as defined in section 101(5) of the Bankruptcy Code), rights or causes of action (whether in law or in equity, including, but not limited to, any rights or causes of action based on theories of transferee or successor liability under any law, statute, rule, or regulation of the United States, any state, territory, or possession thereof, or the District of Columbia), obligations, demands, guaranties, rights, contractual commitments, restrictions, interests and matters of any kind or nature whatsoever, whether arising prior to or subsequent to the commencement of these cases, and whether imposed by agreement, understanding, law, equity or otherwise, except the Assumed Liabilities and Permitted Exceptions.

J. All persons having liens, claims, interests or encumbrances of any kind or nature whatsoever against, on, or in any Seller or the Acquired Assets shall be forever barred, estopped and permanently enjoined from pursuing such claims or asserting such liens, interests or encumbrances against the Purchaser, any of its assets, property, successors or assigns, or the Acquired Assets, other than with regard to the Permitted Exceptions and Assumed Liabilities.

K. The Purchaser would not have entered into the Agreement and would not consummate the Sale contemplated thereby if the sale of the Acquired Assets, the assignment of the Assumed Contacts to the Purchaser, and the assumption of the Assumed Liabilities by the Purchaser, were not free and clear of all liens, claims, interests and encumbrances, other than with regard to the Permitted Exceptions and Assumed Liabilities, or if the Purchaser would, or in the future could, be liable for any liens, claims, interests, or encumbrances, including, without limitation, the Excluded Liabilities.

L. Other than with regard to the Permitted Exceptions and Assumed Liabilities, the Sellers may sell the Acquired Assets free and clear of all liens, claims, interests and encumbrances because, in each case, one or more of the standards set forth in section 363(f)(1 )-(5) and 365(f) of the Bankruptcy Code have been satisfied. Those (i) holders of liens, claims, interests and/or encumbrances and (ii) Counterparties to Assumed Contracts who did not object or who withdrew their objections to the Sale, entry of this Sale Order, and/or the assumption and assignment of any Assumed Contract are deemed to have consented pursuant to sections 105 and 363(f)(2) of the Bankruptcy Code. Those (i) holders of liens, claims, interests, and/or encumbrances and (ii) Counterparties to Assumed Contracts who did object, but fall within one or more of the other subsections of 11 U.S.C. §§  363 or 365, are adequately protected by being paid or by having their claims, if any, attach to the proceeds of the Sale ultimately attributable to the property against or in which they claim liens, in the same order of priority that existed prior to the Sale and subject to all objections, counterclaims, recoupments, setoffs, and other defenses of the Sellers’ estates.

M. The Sellers have demonstrated that it is an exercise of their sound business judgment to assume and assign the Assumed Contracts to the Purchaser in connection with the consummation of the Sale, and the assumption and assignment of the Assumed Contracts is in the best interests of the Sellers, their estates, and their creditors. The Assumed Contracts being assigned to, and the liabilities thereunder being assumed by, the Purchaser are an integral part of the Sale and, accordingly, such assumption and assignment of the Assumed Contracts and the post-Closing Date liabilities thereunder are reasonable and enhance the value of the Sellers’ estates.

N. The Purchaser has (i) cured or has provided adequate assurance of prompt cure of any default existing prior to the Closing Date under any of the Assumed Contracts within the meaning of 11 U.S.C. § 365(b)(1)(A), (ii) provided compensation or adequate assurance of compensation to any party other than the Sellers for any actual pecuniary loss to such party resulting from a default prior to the Closing Date under any of the Assumed Contracts, within the meaning of 11 U.S.C. § 365(b)(1)(B), and (iii) provided adequate assurance of its future performance of and under the Assumed Contracts following the Closing Date within the meaning of 11 U.S.C. § 365(b)(l)(C).

O. The terms and conditions of the Agreement are fair and reasonable and were negotiated in good faith and at arms-length and without collusion. The Purchaser is not affiliated with any of the Sellers, is not an “insider” as that term is defined in Section 101(31) of the Bankruptcy Code, and is a purchaser in good faith of the Acquired Assets and, thus, is entitled to the protections afforded a good faith purchaser by section 363(m) of the Bankruptcy Code. Neither the Sellers nor the Purchaser has engaged in any conduct that would cause or permit the Agreement and the transactions contemplated thereby to be avoided under section 363(n) of the Bankruptcy Code.

P. There are no common incorporators, executive officers, directors or material stockholders or material members between the Sellers and the Purchaser; the Sale does not and will not constitute a “de facto merger” or consolidation or a mere continuation or substantial continuation of the Sellers’ business; and the purpose and intent of the Purchaser is not to avoid the Sellers’ liabilities or assist the Sellers in avoiding their liabilities. Accordingly, the transfer of the Acquired Assets to the Purchaser and assumption and assignment to, and assumption by the Purchaser of, the Assumed Contracts and Assumed Liabilities will not subject the Purchaser to any liability with respect to the operation of the Acquired Assets prior to the Closing or by reason of such transfer under the laws of the United States, any state, territory, or possession thereof, or the District of Columbia, based, in whole or in part, directly or indirectly, on any theory of law or equity, including, without limitation, any theory of equitable subordination or successor or transferee liability.

Q. The Sellers cannot confirm and consummate a Chapter 11 plan absent a sale of the Acquired Assets. The Sale thus is a sale in contemplation of a plan and, accordingly, a transfer pursuant to section 1146(a) of the Bankruptcy Code that shall not be taxed under any law imposing a stamp, transfer, recording, sales, excise, or similar tax, as and to the extent provided in this Sale Order.

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

General Provisions

1. The Motion is granted in its entirety, as further described herein.

2. All parties in interest have had the opportunity to object to the relief requested in the Sale Motion and to the extent that objections to the Sale Motion or the relief requested therein have not been withdrawn, waived, settled, or continued (specifically Docket Nos. 147 and 160), such objections and all reservations of rights included therein are overruled on the merits. Those parties who did not object, or who withdrew their objections, to the Sale Motion are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.

Approval of the Agreement

3. The terms and conditions of the Agreement, including, without limitation, all Exhibits and Schedules thereto, and the Sale contemplated thereby, are hereby authorized and approved in all respects, pursuant to sections 105(a), 363(b) and 365(f) of the Bankruptcy Code.

4. Pursuant to sections 105(a), 363(b),(f),(m) and (n) and 365(f) of the Bankruptcy Code, and subject to the other provisions of this Sale Order, the Sellers are hereby authorized, directed and empowered to (a) fully perform under, consummate and implement the terms of the Agreement together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Agreement and the Sale contemplated thereby, and (b) take all further actions as may reasonably be requested by the Purchaser for the purpose of assigning, transferring, granting, conveying and conferring to the Purchaser, or reducing to possession any or all of the Acquired Assets or Assumed Liabilities, or as may be necessary or appropriate to the performance of the Sellers’ obligations as contemplated by the Agreement, without any further corporate action or orders of this Court. The Sellers’ obligations under the Agreement shall constitute or be deemed to give rise to administrative expenses of the Sellers’ estates under sections 503(b) and 507(a)(i) of the Bankruptcy Code.

5. Nothing contained in any chapter 11 plan confirmed in these cases or the confirmation order confirming any such chapter 11 plan shall conflict with or derogate from the provisions of the Agreement or this Sale Order, and to the extent of any conflict or derogation between this Sale Order or the Agreement and such future plan or order, the terms of this Sale Order and the Agreement shall control to the extent of such conflict or derogation.

Transfer of Acquired Assets

6. Pursuant to sections 105(a), 363(f) and 365(f) of the Bankruptcy Code, upon the closing of the Agreement, the Acquired Assets shall be transferred to the Purchaser free and clear of all liens, claims, interests and encumbrances, except for the Assumed Liabilities and Permitted Exceptions, with such liens, claims, interests and encumbrances to attach to the proceeds of the Sale in the order of their priority, with the same validity, force and effect which they now have as against the Acquired Assets.

7. Except with regard to Permitted Exceptions and Assumed Liabilities, all persons and entities, including, but not limited to, the Debtors, all debt security holders, equity security holders, governmental, tax and regulatory authorities, lenders, parties to or beneficiaries under any benefit plan, trade and other creditors, asserting or having a lien, claim, interest, or encumbrance of any kind or nature whatsoever against, on, or in any of the Sellers or the Acquired Assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated), arising under or out of, in connection with, or in any way relating to, the Sellers, the Acquired Assets, the operation of the Sellers’ businesses prior to the Closing Date or the transfer of the Acquired Assets to the Purchaser, shall forever be barred, estopped, and permanently enjoined from asserting, prosecuting or otherwise pursuing such lien, claim, interest, or encumbrance against the Purchaser, any of its assets, property, successors or assigns, or the Acquired Assets.

8. The transfer of the Acquired Assets to the Purchaser shall be a legal, valid, and effective transfer of the Acquired Assets, authorized pursuant to the Bankruptcy Code, and shall vest the Purchaser with all right, title, and interest of the Sellers in and to the Acquired Assets free and clear of all liens, claims, interests, and encumbrances (other than the Permitted Exceptions and Assumed Liabilities).

9. If any person or entity that has filed financing statements, mortgages, mechanic’s liens, lis pendens, or other documents or agreements evidencing liens, claims, interests, or encumbrances on or in the Sellers or the Acquired Assets shall not have delivered to the Sellers prior to the Closing Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all liens, claims, interests, or encumbrances that the person or entity has with respect to the Sellers or the Acquired Assets or otherwise, then only with regard to Acquired Assets that are purchased by the Purchaser pursuant to the Agreement and this Sale Order, (a) the Sellers are hereby authorized and directed to execute and file such statements, instruments, releases and other documents on behalf of the person or entity with respect to the Acquired Assets and (b) the Purchaser is hereby authorized to file, register, or otherwise record a certified copy of this Sale Order, which, once filed, registered or otherwise recorded, shall constitute conclusive evidence of the release of all liens, claims, interests, or encumbrances on or in the Acquired Assets of any kind or nature whatsoever (other than the Permitted Exceptions and Assumed Liabilities).

Assumption and Assignment of Assumed Contracts

10. Pursuant to 11 U.S.C. §§ 105(a), 363 and 365, subject to and conditioned upon the Closing of the Sale and on the terms set forth in and as limited by the Agreement, the Bidding Procedures Order and herein, the Sellers’ assumption and assignment of the Assumed Contracts to the Purchaser, and the Purchaser’s assumption of such Assumed Contracts are hereby approved, and the requirements of 11 U.S.C. § 365 with respect to the Assumed Contracts are determined to have been satisfied. Accordingly, the Sellers are hereby authorized and directed in accordance with 11 U.S.C. §§  105(a), 363 and 365 and the Agreement to (a) assume and assign to the Purchaser, effective upon the Closing of the Sale, the Assumed Contracts free and clear of all liens, claims, interests and encumbrances, other than with regard to the Permitted Exceptions and Assumed Liabilities, (b) assign to the Purchaser, effective upon the Closing of the Sale, the Assumed Liabilities, which the Purchaser shall assume subject to all objections, claims, counterclaims, rights of setoff or recoupment, and other defenses of the Sellers with respect to such Assumed Liabilities, and (c) execute and deliver to the Purchaser such documents or other instruments as may be necessary to assign and transfer the Assumed Contracts and the Assumed Liabilities to the Purchaser and such assumptions and assignments shall be deemed to have occurred on the Closing Dale without further order of the Court.

11. The Assumed Contracts shall be transferred to, and remain in full force and effect for the benefit of the Purchaser and the relevant Counterparties to the Assumed Contracts. The Assumed Contracts shall be assigned to Purchaser, in accordance with their respective terms, notwithstanding any provision in any Assumed Contract or in any applicable law (including those of the type described in sections 365(b)(l) and (f) of the Bankruptcy Code) that prohibits, restricts, or conditions in any way such assignment or transfer, including, without limitation, change of control, payment or liabilities triggered by the sale of the Acquired Assets or any portion thereof, or use and going dark restrictions. In addition, pursuant to section 365(k) of the Bankruptcy Code, the Sellers shall be relieved from any further liability for any post-Closing breach of any such Assumed Contracts. Each Counterparty to an Assumed Contract shall be forever barred from asserting any claims arising on or before the date of this Sale Order against the Sellers, the Purchaser or its affiliates, or property of any of them, with respect to such Assumed Contract, and, absent any defaults by the Purchaser subsequent to the date hereof, each such Counterparty is hereby directed to perform all of its obligations under the Assumed Contract.

12. At Closing, or as promptly as practicable thereafter, and in accordance with the Agreement, the Purchaser shall deliver to the Counterparties to the Assumed Contracts, an amount of cash equal to the applicable Cure Costs thereunder as determined by the Bankruptcy Court pursuant to the procedures and limitations established by the Bidding Procedures Order.

13. Except with respect to objections to any cure amounts determined by the Sellers (the "Cure Objections”) that remain unresolved as of the Sale Hearing (the “Unresolved Cure Objections”), the cure amounts required to be paid under 11 U.S.C. § 365 shall be fixed at the amounts listed in the attached Exhibit A (as may have been revised by agreement among the Sellers and the Counterparty to any such Assumed Contract) subject to adjustment for any amounts already paid by the Sellers to a Counterparty in respect of amounts listed in the Assumption and Assignment Notice or on the attached Exhibit A.

14. The Sellers and Purchaser are authorized, but not directed, to enter into agreements (each an “Assignment Agreement”) with Counterparties with respect to the terms of assignment, including without limitation, adequate assurance of future performance and the appropriate Cure Cost or payment of other arrearages, applicable to such Counterparties’ Assumed Contract without further Court approval. Notwithstanding anything else in this Sale Order to the contrary, with respect to the Assumed Contracts, the appropriate Cure Cost or other arrearages and any additional adequate assurance commitment from the Purchaser set forth in an Assignment Agreement shall be binding. Each Assignment Agreement is incorporated herein by reference.

15. Nothing in this Sale Order, the Motion, or in any notice or any other document is or shall be deemed an admission by the Sellers that any Assumed Contract is an executory contract or unexpired lease or must be assumed and assigned pursuant to the Agreement or in order to consummate the Sale.

16. Each Counterparty to an Assumed Contract hereby is forever barred, estopped, and permanently enjoined from asserting against the Sellers or the Purchaser, or the property of any of them, any default existing as of the date of the Sale Hearing if such default was not raised or asserted prior to or at the Sale Hearing.

17. The failure of the Sellers or the Purchaser to enforce at any time one or more terms or conditions of any Assumed Contract shall not be a waiver of such terms or conditions, or of the Sellers’ and Purchaser’s rights to enforce every term and condition of such Assumed Contract.

18. Nothing in this Sale Order, the Motion, or in any notice or any other document shall prejudice the rights of the Sellers and the Purchaser to file additional motions seeking assumption and assignment of additional contracts or unexpired leases upon appropriate notice to the counterparties to each additional contract or unexpired lease placed upon any such supplemental list.

19. Notwithstanding anything to the contrary in this Order, at any time prior to the Closing Date and upon agreement with the Purchaser, the Sellers may remove any executory contract or unexpired lease from the list of Assumed Contracts irrespective of whether a Counterparty to such executory contract or unexpired lease received a notice of Sellers’ intent to assume and assign and/or an Assumption and Assignment Notice (as defined in the Bidding Procedures Order) (the "Removed Assumed Contracts”). Such removals shall be effective upon the Sellers’ filing of the list or lists of Removed Assumed Contracts with the Court. The Sellers shall promptly provide notice of such removal(s) to the Counterparties to such Removed Assumed Contracts. The assumption, rejection or assignment of such Removed Assumed Contracts shall be the subject of a separate motion and/or further order of the Court.

Additional Provisions

20. The transfer of the Acquired Assets pursuant to the Sale is a transfer pursuant to section 1146(a) of the Bankruptcy Code, and accordingly shall not be taxed under any law imposing a stamp, transfer, recording, sales, excise, or similar tax.

21. The consideration provided by the Purchaser for the Acquired Assets under the Agreement (a) is and shall be deemed to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, possession, or the District of Columbia and (b) is fair and reasonable, and neither the consideration nor the Agreement may be avoided or voided under section 363(n) or any other provision of the Bankruptcy Code or applicable non-bankruptcy law.

22. On the Closing Date of the Sale, each of the Sellers’ creditors is authorized and directed to execute such documents and take all other actions as may be reasonably necessary to release its liens, claims interests or encumbrances on or in the Acquired Assets, if any, as the same may have been recorded or may otherwise exist.

23. This Sale Order shall be effective immediately and shall be binding upon and shall govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the Acquired Assets. Each such person, entity, governmental agency, department, or official is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Agreement.

24. This Court retains jurisdiction to (a) enforce and implement the terms and provisions of the Agreement, all amendments thereto, any waivers and consents thereunder, and of each of the agreements, documents and instruments executed in connection therewith; (b) resolve any disputes, controversies or claims arising out of or relating to the Agreement; (c) interpret, implement and enforce the provisions of this Sale Order, and (d) protect the Purchaser against any Excluded Liabilities or any liens, claims, interests, or encumbrances on or in the Acquired Assets, all of which shall attach to the proceeds of the Sale.

25. In the absence of a stay pending appeal of this Sale Order, if the Purchaser consummates the Sale at any time after entry of this Sale Order, then with respect to the Sale, including any assumption and assignment of any Assumed Contracts that are assumed and assigned pursuant to this Sale Order, the Purchaser shall be entitled to the protections of section 363(m) of the Bankruptcy Code if this Sale Order or any authorization contained herein is reversed or modified on appeal.

26. The failure specifically to include any particular provisions of the Agreement in this Sale Order shall not diminish or impair the efficacy of such provisions, it being the intent of the Court that the Agreement be authorized and approved in its entirety.

27. Any agreements authorized by this Sale Order, including the Agreement and any related agreements, documents or other instruments may be entered into, modified, amended or supplemented by the parties thereto in accordance with the terms thereof without further order of the Court, provided that any such modification, amendment or supplement has no material adverse effect on the Sellers’ estates or creditors.

28. The terms and provisions of the Agreement, together with the terms and provisions of this Sale Order, shall be binding in all respects upon the Sellers, the Purchaser, and their respective affiliates, successors and assigns, including, without limitation, any trustee, responsible person, estate administrator, representative or similar person (a “Responsible Person”) appointed for or in connection with the Sellers’ estates or affairs in these cases or in any subsequent case under the Bankruptcy Code involving any Seller, and any affected third parties including, but not limited to, (i) all Counterparties to the Assumed Contracts that are assumed and assigned pursuant to this Sale Order; (ii) all creditors with respect to the Assumed Liabilities to be assumed by the Purchaser pursuant to the Agreement (other than Excluded Liabilities and Permitted Exceptions), and (iii) all persons asserting a claim against or interest in the Sellers’ estates or any of the Acquired Assets to be sold to the Purchaser pursuant to the Agreement. Without limiting the generality of the foregoing, any entity providing financing to the Purchaser shall be entitled to enforce the provisions of this Sale Order with respect to the release of any liens, claims, interests or encumbrances against, on, or in the Acquired Assets.

29. All entities that are presently, or on the Closing Date may be, in possession of some or all of the Acquired Assets are hereby directed to surrender possession of the Acquired Assets to the Purchaser on the Closing Date.

30. Notwithstanding anything to the contrary contained in Bankruptcy Rules 6004(h) and 6006(d), this Sale Order shall not be stayed for 10 days after its entry, but rather, shall be effective and enforceable immediately upon its entry, and the Purchaser and the Sellers are authorized to take all actions and enter into any and all agreements that they deem necessary or appropriate with respect to the Sale as authorized by this Sale Order, provided that such action or agreement is consistent with the relief authorized herein.

31. Except to the extent the Purchaser assumes the Assumed Liabilities pursuant to the Agreement, neither the purchase of the Acquired Assets by the Purchaser or its affiliates, nor the subsequent use by the Purchaser or its affiliates of any of the Acquired Assets previously operated by the Sellers, will cause the Purchaser or any of its affiliates to be deemed a successor in any respect to the Sellers’ businesses within the meaning of any foreign, state or local revenue, pension, ERISA, tax, labor or environment law, rule or regulation (including, without limitation, filing requirements under any such laws, rules or regulations) or under any products liability law or doctrine with respect to Sellers’ liability under such law, rule or regulation or doctrine.

32. No bulk sales law or any similar law of any state or other jurisdiction shall apply in any way to the transactions authorized herein.

33. The provisions of this Sale Order are nonseverable and mutually dependent.

Dated: February 15, 2007

Chicago, Illinois

/s/ A. Benjamin Goldgar

Honorable A. Benjamin Goldgar

United States Bankruptcy Judge

¹The Debtors are the following entities: Enesco Group Inc., Enesco International Limited, and Gregg Gift Manufacturing, Inc.

²Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion or Agreement (as hereinafter defined), as applicable.

Exhibit 99.2

For Immediate Release

Contact: Donna Shaults
Enesco Group, Inc.
630-875-5464
dshaults@enesco.com

ENESCO AND TINICUM CAPITAL PARTNERS ANNOUNCE COMPLETION OF ASSET SALE

ITASCA, Ill. – February 15, 2007 –Enesco Group, Inc. (“Enesco”), a global leader in the giftware, and home and garden décor industries, and EGI Acquisition, LLC (to be known as “Enesco, LLC”), an affiliate of Tinicum Capital Partners II, L.P. (“Tinicum”), a private investment partnership, today announced the completion of the purchase by EGI of substantially all of the assets of Enesco and the assumption of certain of Enesco’s unsecured liabilities. Completion of the purchase followed a hearing earlier in the day at which the United States Bankruptcy Court overseeing Enesco’s Chapter 11 case approved the transaction.

The purchase price for Enesco’s business, operations and assets included Enesco, LLC’s forgiveness of all amounts due under Enesco’s senior secured debtor-in-possession financing facility and certain other obligations owed to Tinicum and its affiliates, the assumption of certain of Enesco’s liabilities, and the establishment of a $700,000 wind-down fund for Enesco’s use in its Chapter 11 bankruptcy case.

“This day marks the beginning of a new day and a new era for Enesco,” commented Basil Elliott, President and CEO of Enesco, LLC. “On behalf of all our employees around the globe, we are very excited to begin a new chapter in our history, one that focuses on growing our business and our brands profitably, while providing our retail customers the quality service they demand. We are confident that with our new partnership with Tinicum and with our dedicated employees, we are poised for growth and will once again become the leader within the giftware industry.”

Terence M. O’Toole, co-managing partner of Tinicum added, “We are very pleased that we have completed this transaction. We share Enesco’s vision of growth and look forward to working with the management team to unlock the full potential of this business. We are excited to realize the vision that Tinicum and Enesco have for both the future of the business and the gift industry. We are confident that together we will create a higher standard for best-quality products, design excellence and superior customer service.”

Enesco intends to file a plan of liquidation with the Bankruptcy Court in the near future, which will provide for the payment of Enesco’s bankruptcy-related expenses, the distribution of any residual funds to remaining creditors and dissolution of the former entity. Enesco does not anticipate that there will be any distribution to its shareholders.

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About Enesco, LLC.

Enesco, LLC is a global leader in the giftware, and home and garden décor industries. Serving approximately 44,000 customers worldwide, Enesco distributes products to a wide variety of specialty card and gift retailers, home décor boutiques, as well as mass-market chains and direct mail retailers. With subsidiaries in the United Kingdom, France and Canada, Enesco serves markets operating in Europe, the Americas Canada, Australia and Asia. Enesco’s product lines include some of the world’s most recognizable brands, including Heartwood Creek^® by Jim Shore, Foundations^®, Pooh & Friends^®, Walt Disney Classics Collections^®, Disney Traditions^™, Disney^®, Border Fine Arts^™, Cherished Teddies^®, Halcyon Days^®, and Lilliput Lane^™, among others. Further information is available on Enesco’s web site at www.enesco.com.

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