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                                                                   EXHIBIT 10.54


                        NINTH AMENDMENT TO SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT
                       (RECEIVABLES AND INVENTORY); WAIVER

      This Ninth Amendment to Second Amended and Restated Credit Agreement
(Receivables and Inventory); Waiver (this "Amendment") is entered into as of
November 18, 1997, among Bank of America National Trust and Savings Association
("Bank") and GT Bicycles California, Inc. ("GTBC"), Riteway Products East, Inc.
("East"), Riteway Products North Central, Inc. ("North Central"), Rite-Way
Distributors Central, Inc. ("Central"), Rite-Way Distributors, Inc.
("Distributors"), GT and Bicycles, Inc. ("GT"). GTBC, East, North Central,
Central, and Distributors are sometimes hereinafter referred to collectively as
"Borrowers" and individually as a "Borrower."

                                    RECITALS

      A. Bank, Borrowers, and GT are parties to that certain Second Amended and
Restated Credit Agreement (Receivables and Inventory) dated as of August 12,
1996, as modified by amendments dated September 15, 1996, October 15, 1996,
October 31, 1996, February 13, 1997, March 14, 1997, August 15, 1997, September
11, 1997, and October 23, 1997 (as amended, the "Credit Agreement").

      B. The parties hereto now desire to amend the Credit Agreement on the
terms and conditions set forth below.

                                    AGREEMENT

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings ascribed to them in the Credit Agreement.

      2. Amendments. The Credit Agreement shall be amended as follows:

            (a) In Paragraph 8.5, the figure "0.55" is amended to read "0.45."

            (b) Except as hereby amended, all of the terms and conditions of the
Credit Agreement shall remain in full force and effect.

      3. Waiver. Bank hereby waives Borrowers' noncompliance with Paragraph 8.5
of the Credit Agreement for the fiscal quarter ended September 30, 1997. This
waiver is specific in time and in intent and does not constitute, nor should it
be construed as, a 


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waiver of any other right, power or privilege under the Credit Agreement, or
under any agreement, or instrument mentioned in the Credit Agreement, or as a
waiver of any other default of the same or of any other term or provision of the
Credit Agreement.

      4. Representations and Warranties. Borrowers represent and warrant to Bank
that: (i) after giving effect to the waiver in Paragraph 3 above, no Event of
Default under Credit Agreement and no event which, with notice or lapse of time
or both, would become an Event of Default has occurred and is continuing; (ii)
after giving effect to the waiver in Paragraph 3 above, Borrowers'
representations and warranties made under the Credit Agreement are true as of
the date hereof; (iii) the making and performance by Borrowers of this Amendment
have been duly authorized by all necessary corporate action; (iv) no consent,
approval, authorization, permit, or license is required in connection with the
making or performance of this Amendment.

      5. Conditions. This Amendment will not become effective until Bank has
received the following:

            (a) An original of this Amendment, executed by Borrowers and Bank.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

BANK OF AMERICA NATIONAL                  GT BICYCLES CALIFORNIA, INC.
TRUST AND SAVINGS ASSOCIATION             RITEWAY PRODUCTS EAST, INC.
                                          RITEWAY PRODUCTS NORTH
                                            CENTRAL, INC.
By: /s/ E.M. Amendt                       RITE-WAY DISTRIBUTORS
    ---------------------------------       CENTRAL, INC.
        E.M. Amendt                       RITE-WAY DISTRIBUTORS, INC.
        Vice President                    GT BICYCLES, INC.

                                          By: /s/ Michael Haynes 
                                              --------------------------------
                                                  Michael Haynes
                                                  President


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