**Exhibit
      10.1**








**FOURTH
      AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT
      AGREEMENT**





This
      Fourth Amendment and Waiver to Amended and Restated Credit Agreement (herein,
      the "Amendment") is entered into as of September 29, 2006 by and among RC2
      Brands, Inc. ("RC2 Brands"), RC2 South, Inc. ("RC2S"), Learning Curve
      International, Inc. ("LCI"), The First Years Inc. ("TFY"), Racing Champions
      Worldwide Limited ("RCWL"; RC2 Brands, RC2S, LCI, TFY, and RCWL being referred
      to herein collectively as the "Borrowers"), Harris N.A., as Administrative
      Agent, and the Lenders party hereto.




**PRELIMINARY
      STATEMENTS**




A.           The
      Borrowers, the Lenders and the Administrative Agent entered into an Amended
      and
      Restated Credit Agreement dated as of September 15, 2004 as heretofore
      amended (the "Credit Agreement").  All capitalized terms used herein
      without definition shall have the same meanings herein as such terms have in
      the
      Credit Agreement.




B.           The
      Borrowers have requested that the Lenders (i) permit the Company to sell all
      of
      the issued and outstanding capital stock of RC2S along with certain properties
      and assets of RC2 Brands used in connection with sports die-cast products
      portion of RC2S' business (the "RC2S Sale"), (ii) release Green's Racing
      Souvenirs, Inc., a subsidiary of RC2S ("Green's"), as a Guarantor and (iii)
      waive Sections 8.1 and 8.11 of the Credit Agreement with respect to the RC2S
      Sale, and the Lenders are willing to do so under the terms and conditions set
      forth herein.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto agree as follows:




SECTION
      1.                              WAIVERS.




Subject
      to the satisfaction of the conditions precedent set forth in Section 3 below,
      the Lenders hereby waive Sections 8.1 and 8.11 of the Credit Agreement to the
      extent necessary to allow the consummation of the RC2S Sale and the
      Administrative Agent to release any Liens covering any Collateral sold in
      connection with the RC2S Sale and deliver to RC2S or its designee appropriate
      lien release documents (including, without limitation, Uniform Commercial Code
      financing statement terminations and amendments).  The foregoing
      waivers are limited to the matters expressly stated herein.  By
      accepting this Waiver, the Borrowers acknowledge and confirm that they remain
      obligated to comply with the terms of the Credit Agreement (including, without
      limitation, Sections 1.9, 8.1 and 8.11 thereof).







SECTION
      2.                               
AMENDMENTS.




2.1.           Upon
      the effectiveness of this Amendment, Schedule 6.2 to the Credit Agreement shall
      be amended and restated in its entirety to read as set forth on Annex A attached
      hereto.




2.2           Upon
      the effectiveness of this Amendment, (a) RC2S shall cease to be a Borrower
      under
      the Credit Agreement and Green's shall be released as a Guarantor, (b) all
      references to RC2S and Green's in the Credit Agreement and the other Loan
      Documents shall be deleted and (c) RC2S and Green's shall have no rights or
      obligations under the Loan Documents.




SECTION
      3.                               CONDITIONS
      PRECEDENT.




The
      effectiveness of this Amendment is subject to the satisfaction of all of the
      following conditions precedent:




3.1           The
      Borrowers and the Lenders shall have executed and delivered this
      Amendment.




3.2           All
      conditions precedent to the RC2S Sale have been satisfied and the Borrowers
      shall have provided to the Administrative Agent an executed copy of the Purchase
      Agreement related thereto.




3.3           Legal
      matters incident to the execution and delivery of this Amendment shall be
      satisfactory to the Administrative Agent and its counsel.




SECTION
      4.                               REPRESENTATIONS.




4.1.           In
      order to induce the Lenders to execute and deliver this Amendment, the Borrowers
      hereby represent to the Lenders that, as of the date hereof, the representations
      and warranties set forth in Section 6 of the Credit Agreement are and shall
      be
      and remain true and correct (except that the representations contained in
      Section 6.5 shall be deemed to refer to the most recent financial statements
      of
      the Company delivered to the Lenders) and the Borrowers are in compliance with
      the terms and conditions of the Credit Agreement and no Default or Event of
      Default has occurred and is continuing under the Credit Agreement or shall
      result after giving effect to this Amendment.




4.2.           Specifically
      with respect to the RC2S Sale, the Borrowers represent to the Lenders that
      the
      RC2S Sale does not violate the $10,000,000 annual limitation set forth in
      Section 8.10(f) of the Credit Agreement for the current fiscal year and does
      not
      violate the $25,000,000 aggregate limitation set forth in Section 8.10(f) of
      the
      Credit Agreement for the period from and after November 18,
      2005.  Additionally, the Borrowers represent that pursuant to the
      terms of Section 1.9(b)(i) of the Credit Agreement, no prepayment is required
      in
      connection with the RC2S Sale.




2


SECTION
      5.                               MISCELLANEOUS.




5.1.           Except
      as specifically amended herein, the Credit Agreement shall continue in full
      force and affect in accordance with its original terms.  Reference to
      this specific Amendment need not be made in the Credit Agreement, the Notes,
      or
      any other instrument or document executed in connection therewith, or in any
      certificate, letter or communication issued or made pursuant to or with respect
      to the Credit Agreement, any reference in any of such items to the Credit
      Agreement being sufficient to refer to the Credit Agreement as amended
      hereby.




5.2.           This
      Amendment may be executed in any number of counterparts, and by the different
      parties on different counterpart signature pages, all of which together shall
      constitute one and the same agreement.  Any of the parties hereto may
      execute this Amendment by signing any such counterpart and each of such
      counterparts shall for all purposes be deemed to be an
      original.   This Amendment shall be governed by the internal laws
      of the State of Illinois.




[SIGNATURE
      PAGES FOLLOW.]




3


This
      Fourth Amendment and Waiver to Amended and Restated Credit Agreement is entered
      into as of the date and year first above written.






RC2
                    BRANDS, INC.
                  RC2
                    SOUTH, INC.
                  LEARNING
                    CURVE INTERNATIONAL, INC.
                  THE
                    FIRST YEARS INC., a Massachusetts corporation
                  RACING
                    CHAMPIONS WORLDWIDE LIMITEDBy:
              /s/  Curtis
                W. StoeltingName:  Curtis
                W. StoeltingTitle :   Chief
                Executive Officer of RC2 Brands,RC2S
                and LCI, President of TFY and Director of RCWL




4


Accepted
      and agreed to as of the date and year first above written.




HARRIS
                N.A., in its individual capacity
              and
                as Administrative AgentBy:
            /s/  Patrick
              McDonnellName:
               Patrick McDonnellTitle :  Managing
              Director




NATIONAL
                CITY BANKBy:
            /s/  Jennifer
                L. KofodIts:  Senior
                Vice President




LASALLE
                  BANK NATIONAL ASSOCIATIONBy:
              /s/ Michael
                F. PerryIts:  First
                  Vice President


FIFTH
                  THIRD BANK (CHICAGO), a Michigan Banking
                  CorporationBy:
              /s/ Kim
                PuszczewiczIts:  Vice
                  President


THE
                  NORTHERN TRUST COMPANYBy:
              /s/ Kanika
                AgarwalIts:  Commercial
                  Banking Officer


ASSOCIATED
                  BANK, N.A.By:
              /s/ Daniel
                HolzhauerIts:  Vice
                  President


CHARTER
                      ONE BANK N.A.By:Its:
 5