**Exhibit** **10.19**





**Second
      Amendment to Amended and Restated Credit Agreement**





This
      Second Amendment to Amended and Restated Credit Agreement (herein, the *"Amendment"* )
      is
      entered into as of November 18, 2005 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 Required Lenders increase the amount of
      indebtedness permitted under Section 8.7(g) of the Credit Agreement, increase
      the basket of liens permitted under Section 8.8(h) of the Credit Agreement,
      increase the amount of investments, loans and advances permitted under Section
      8.9(j) of the Credit Agreement and make certain other amendments to the Credit
      Agreement, and the Required Lenders are willing to do so under the terms and
      conditions set forth in this Amendment.





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





Section1.
            Amendments.





Subject
      to the satisfaction of the conditions precedent set forth in Section 2 below,
      the Credit Agreement shall be and hereby is amended as follows:





1.1. The
      first
      sentence of Section 1.9(b)(i) of the Credit Agreement shall be amended and
      restated in its entirety to read as follows:





"If
      the
      Company or any Subsidiary shall at any time or from time to time make or agree
      to make a Disposition or shall suffer an Event of Loss resulting in Net Cash
      Proceeds in excess of $10,000,000 individually or on a cumulative basis in
      any
      fiscal year of the Borrowers, then (x) the Company shall promptly notify the
      Administrative Agent of such proposed Disposition or Event of Loss (including
      the amount of the estimated Net Cash Proceeds to be received by such Person
      in
      respect thereof) and (y) promptly upon receipt by such Person of such Net Cash
      Proceeds in excess of $10,000,000 from such Disposition or Event of Loss, the
      Company shall cause such Person to prepay the Term Loans (or all outstanding





Loans
      and
      L/C Obligations if an Event of Default exists) in an aggregate amount equal
      to
      100% of the amount of all such Net Cash Proceeds in excess of $10,000,000; *provided* that in
      the case of each Disposition or Event of Loss, if the Company states in its
      notice of such event that such Person intends to reinvest, within 360 days
      of
      the applicable Disposition or Event of Loss, the Net Cash Proceeds thereof
      in
      assets similar to the assets which were subject to such Disposition or Event
      of
      Loss, then so long as no Default or Event of Default then exists, such Person
      shall not be required to make a mandatory prepayment under this Section in
      respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are
      actually reinvested in such similar assets with such 360-day
      period."





1.2. Section
      8.7(g) of the Credit Agreement shall be amended and restated in its entirety
      to
      read as follows:





"(g) Indebtedness
      for Borrowed Money and other contingent obligations other than those which
      are
      permitted by the foregoing subsections (a) through (f) *provided* such
      Indebtedness and other contingent obligations do not exceed $15,000,000 at
      any
      time outstanding for the Company and its Subsidiaries in the
      aggregate."





1.3. Section
      8.8(h) of the Credit Agreement shall be amended and restated in its entirety
      to
      read as follows:





"(h) Liens
      other than those permitted by any of the foregoing subsections (a) through
      (g) *provided* such
      Liens do not extend to any Collateral and *provided
      further* that
      such Liens secure obligations not exceeding $15,000,000 in the aggregate for
      the
      Company and its Subsidiaries."





1.4. Section
      8.9(j) of the Credit Agreement shall be amended and restated in its entirety
      to
      read as follows:





"(j) other
      investments, loans, and advances in addition to those otherwise permitted by
      this Section *provided* that
      such investments, loans and advances do not exceed $2,000,000 individually
      or
      $5,000,000 in the aggregate at any one time outstanding."





1.5. Section
      8.10(f) of the Credit Agreement shall be amended and restated in its entirety
      to
      read as follows:


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"(f) the
      sale,
      transfer, lease or other disposition of Property of any Credit Party or any
      Subsidiary (including any disposition of Property as part of a sale and
      leaseback transaction) aggregating for the Credit Parties and their Subsidiaries
      not more than $10,000,000 during any fiscal year of the Credit Parties and
      not
      more than $25,000,000 from and after November 18, 2005."





Section
                2.
            Conditions
                Precedent.





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





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





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





Section
                3.
            Representations.





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.





Section
                4.
            Miscellaneous.





4.1. Except
      as
      specifically amended herein, the Credit Agreement shall continue in full force
      and effect 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.





4.2. This
      Amendment may be executed in any number of counterparts, and by the different
      parties on different counterpart signature pages, all of which taken 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 .]


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This
      Second Amendment 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 Limited








By /s/
      Curtis W.
      Stoelting


Name:
      Curtis W. Stoelting


Title:
      Chief Executive Officer of RC2


Brands,
      RC2S and LCI, President of TFY


and
      Director of RCWL


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





Harris
      N.A. ,
      in its
      individual capacity and as


Administrative
      Agent




By /s/
      Patrick
      McDonnell


Name Patrick
      McDonnell


Title Managing
      Director





National
      City Bank of the Midwest




By /s/
      Jennifer L.
      Kofod


Its Senior Vice
      President





U.S.
      Bank
      National Association





By /s/
      Jason C.
      Nadler


Its Vice
      President





LaSalle
      Bank National Association





By /s/
      Michael F.
      Perry


Its Vice
      President





Fifth
      Third Bank (Chicago) ,
      a
      Michigan


Banking
      Corporation





By /s/
      Kim
      Puszczewicz


Its Vice
      President





The
      Northern Trust Company




By /s/
      Kanika
      Agarwal


Its Commercial
      Banking Officer


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Associated
      Bank, N.A.





By /s/
      Thomas E.
      O'Hare


Its Executive
      Vice President





Charter
      One Bank N.A.





By /s/
      William A. Almond,
      III


Its Vice
      President




M&I
      Marshall & Ilsley Bank





By /s/
      Ronald
      Carey


Its Vice
      President





By /s/
      Daniel A.
      Defret


Its Vice
      President






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