Exhibit 2.1
TERMINATION AGREEMENT
This TERMINATION AGREEMENT is made and entered
into as of the 29th day of September, 2008 by and among LEARNING
CURVE BRANDS, INC., a Delaware corporation ("LCB"),
RC2 AUSTRALIA PTY. LTD., an entity organized under the laws of
Australia ("RC2 Australia"), RACING CHAMPIONS INTERNATIONAL
LIMITED, an entity organized under the laws of the United Kingdom
("RC2 UK"), LEARNING CURVE MEXICO, S. DE R.L. DE C.V., an entity
organized under the laws of Mexico ("LC Mexico"), RC2 LIMITED, an
entity organized under the laws of Hong Kong ("RCL") and RC2 (ASIA)
LIMITED, an entity organized under the laws of Hong Kong ("RC2
Asia", together with LCB, RC2 Australia, RC2 UK, LC Mexico and RCL,
the "Purchaser") and PUBLICATIONS INTERNATIONAL, LTD., an Illinois
corporation ("PIL"), PIL, L.L.C., an Illinois limited liability
company ("LLC"), JRS DISTRIBUTION CO., an Illinois corporation
("JRS"), PUBLICATIONS INTERNATIONAL LIMITED PARTNERSHIP, an entity
organized under the laws of Australia ("PIL Australia"),
PUBLICATIONS INTERNATIONAL, LTD. L.P., an entity organized under
the laws of the United Kingdom ("PIL UK") and PUBLICATIONS
INTERNATIONAL, LTD. S DE R.L. DE C.V., an entity organized under
the laws of Mexico ("PIL Mexico" and together with PIL, LLC, JRS,
PIL Australia and PIL UK, the "Seller").
RECITALS
A. The Purchaser and Seller are
parties to a certain Asset Purchase Agreement dated June 20, 2008,
as amended (the "Purchase Agreement").
B. The Purchaser
and Seller desire and intend to terminate the Purchase Agreement in
its entirety. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement.
AGREEMENTS
In consideration of the recitals, mutual
agreements, and valuable consideration contained in the Purchase
Agreement and herein, Purchaser and Seller hereby agree as
follows:
1. Purchase Agreement Termination
. Pursuant to Section 15(a) of the Purchase Agreement,
the Purchase Agreement shall t
