Exhibit 10.54 Sixth Amendment & Consent

Exhibit 10.54

     WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing Bank have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein.

     WHEREAS, the Company has informed the Administrative Agent that it intends to enter into or cause Subsidiaries to enter into one or more sale and lease-back transactions with respect to machinery and equipment and real property owned by the Company or such Subsidiaries on the date hereof (the “Proposed Transactions”) and to apply the Net Proceeds from the Proposed Transactions to prepay Term Borrowings in accordance with Section 2.11(c) of the Credit Agreement.

     WHEREAS, the Company has requested that the Required Lenders amend certain provisions of the Credit Agreement to permit the Proposed Transactions and authorize and direct the Collateral Agent to (i) release from the lien of the Security Documents the assets proposed to be transferred in connection with the Proposed Transactions and (ii) subordinate the lien of the Security Documents in relation to any lien granted on cash or cash equivalents or on machinery and equipment (or a combination thereof) as credit support in connection with the Proposed Transactions, all as set forth in this Amendment, and the Lenders whose signatures appear below, constituting the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

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

     SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The following new defined terms are added to Section 1.01 of the Credit Agreement in its proper alphabetical position:

     SECTION 2. Amendment of Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of the definition of “Capital Expenditures”:

     SECTION 3. Amendment of Article VI of the Credit Agreement. (a) Amendment of Section 6.01(h). Section 6.01(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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     (b)  Amendment of Section 6.02(h). Section 6.02(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (c)  Amendment of Section 6.03. Section 6.03 of the Credit Agreement is hereby amended by deleting the figure “$25,000,000” and substituting in lieu thereof the figure “$75,000,000”. The Company agrees that the Net Proceeds of all sale and lease-back transactions permitted under Section 6.03 will be applied to prepay Term Loans pursuant to Section 2.11(c), without giving effect to the proviso therein.

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     SECTION 4. Consent and Certain Agreements. (a) The undersigned Lenders hereby authorize and direct the Collateral Agent to execute and deliver any and all documents that it may deem necessary or desirable in accordance with the terms of this Amendment to effect (i) the release from the lien of the Security Documents of any assets transferred in the Proposed Transactions and (ii) the subordination of the lien of the Security Documents in relation to any lien granted on cash or cash equivalents or on machinery and equipment provided as credit support in connection with the Proposed Transactions.

     (b)  The undersigned Lenders hereby consent to the issuance of Letters of Credit as credit support in connection with the Proposed Transactions; provided, that the Company’s reimbursement obligations in connection with any Letters of Credit issued for such purpose in connection with any Subsequent Sale and Lease-back Transaction will at all times be collateralized with cash or cash equivalents in an amount not less than the aggregate undrawn amount of such Letters of Credit under arrangements satisfactory to the Administrative Agent.

     (c)  The undersigned Lenders hereby consent to the Company’s guarantee of the obligations of Subsidiaries in connection with the Proposed Transactions and agree that any such guarantee will be deemed to be permitted under Section 6.05 of the Credit Agreement.

     (d)  The undersigned Lenders and the Company agree that (i) notwithstanding anything in the Credit Agreement, the Net Proceeds of the Initial Sale and Lease-back Transaction shall not be reduced by any cash or cash equivalents securing obligations in connection with such sale and lease-back transaction, or securing reimbursement obligations in connection with Letters of Credit issued to secure such obligations, in each case as contemplated by Section 6.02(h) (collectively, “Pledged Cash”), and (ii) the Net Proceeds of each Subsequent Sale and Lease-back Transaction will be net of any Pledged Cash; provided, that if the obligations secured by any Pledged Cash shall be discharged or terminated and as a result such Pledged Cash shall be released, then such Pledged Cash shall be deemed to be Net Proceeds and shall be promptly applied to prepay Term Loans under Section 2.11(c).

     SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Company and each Borrowing Subsidiary represents and warrants to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the Amendment Effective Date (defined below):

     (a)  After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date.

     (b)  After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

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     (c)  The execution, delivery and performance by each of the Borrowers of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of each of the Borrowers, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 6. Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction of the following conditions (the date on which all such conditions shall have been satisfied being called the “Amendment Effective Date”):

     (a)  The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company, each Subsidiary Guarantor listed below and the Required Lenders.

     (b)  To the extent invoiced, the Administrative Agent shall have been reimbursed for all its reasonable out of pocket expenses, including the reasonable fees, charges and disbursements of its counsel, related to this Amendment or to the Credit Agreement.

     (c)  Each Lender executing this Amendment prior to 12:00 noon on Thursday, December 26, 2002 shall have received an amendment fee in an amount equal to 0.10% of such Lender’s outstanding Term and Revolving Loans and unused Commitments under the Credit Agreement.

     SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute an Amendment of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or an amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

     SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of

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which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

     SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 10. Expenses. The Company agrees to pay the reasonable out of pocket expenses incurred by the Administrative Agent in connection with the preparation of this Amendment, including the reasonable fees, disbursements and other charges of its counsel.

     SECTION 11. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

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