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                                  EXHIBIT 10.1

                        FIFTH AMENDMENT TO LOAN AGREEMENT

     THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into
this the 27th day of June, 1997 by and between SOFAMOR DANEK GROUP, INC., an
Indiana corporation (the "Borrower") and SUNTRUST BANK, NASHVILLE, N.A., a
national banking association (the "Lender").

                                    RECITALS:

     A. Borrower and Lender previously entered into that certain loan agreement
dated as of October 14, 1994 (as amended from time to time, the "Loan
Agreement"), in connection with a certain credit facility from Lender to
Borrower in the original principal amount of up to $40,000,000. Borrower and
Lender amended the Loan Agreement pursuant to an Amendment to Loan Agreement
effective June 30, 1995. Borrower and Lender further amended the Loan Agreement
pursuant to a Second Amendment to Loan Agreement and First Amendment to
Revolving Credit Optional Term Note dated October 11, 1995. Borrower and Lender
further amended the Loan Agreement pursuant to a Third Amendment to Loan
Agreement dated August 1, 1996. Borrower and Lender further amended the Loan
Agreement pursuant to a Fourth Amendment to Loan Agreement dated January 31,
1997.

     B. In connection with the execution of the Loan Agreement, the Borrower
executed that certain Revolving Credit and Optional Term Note (as amended from
time to time, the "Note") in the original principal amount of $40,000,000. The
Note was amended pursuant to the Second Amendment to Loan Agreement and First
Amendment to Revolving Credit and Optional Term Note dated October 11, 1995. The
Note was further amended pursuant to the Second Amendment to Revolving Credit
and Optional Term Note dated August 1, 1996. The Note was further amended
pursuant to a Third Amendment to Revolving Credit and Optional Term Note dated
January 31, 1997.

     C. Concurrently herewith the Borrower and Lender have amended the Note
pursuant to a Fourth Amendment to Revolving Credit and Optional Term Note dated
as of the date hereof.

     D. Borrower and Lender have agreed to make certain amendments to the Loan
Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties agree as follows:

1.   Section 1 of the Loan Agreement concerning "Definitions," is amended as
     follows:

     The term "Maximum Amount" is deleted and the following is substituted in
     lieu thereof to increase the principal amount available under the Loan
     Agreement to $78,000,000:


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               "Maximum Amount" means the principal amount of $78,000,000, which
          is the maximum principal amount that may be outstanding at any time
          under the Loan.

     The term "Note" is deleted and the following is substituted in lieu
     thereof, with the Exhibit A to the Loan Agreement amended according to the
     Fourth Amendment to Revolving Credit and Optional Term Note and to increase
     the principal amount thereof to $78,000,000:

               "Note" means that certain Promissory Note in the form set forth
          in Exhibit A hereto in the principal amount of up to $78,000,000,
          including all amendments, extensions, increases and restatements
          thereto and thereof, and all replacements and substitute notes
          therefor.

2.   Section 2.01 of the Loan Agreement concerning the "Revolving Credit Loan,"
     is amended by deleting the reference therein to $60,000,000 and the term
     "$78,000,000" is substituted in lieu thereof.

3.   Section 7.12 of the Loan Agreement concerning "Financial Covenants" is
     amended to the extent that the increased borrowings evidenced by this
     Amendment shall not cause such covenants to be violated.

4.   Borrower and Lender agree that Borrower's option to convert all or a
     portion of revolving credit advances under the Loan Agreement to a Term
     Loan (under Section 2.02 of the Loan Agreement) may not be exercised until
     August 1, 1997.

5.   Terms not defined herein shall have the meanings ascribed to such terms in
     the Loan Agreement.

6.   Except as amended herein, all other terms, provisions, agreements,
     covenants, representations and warranties in the Loan Agreement shall
     remain in full force and effect, and Borrower hereby reaffirms all of its
     duties, obligations, covenants, agreements, representations and warranties
     in the Loan Agreement, as amended.

7.   Borrower represents, warrants and covenants that no Event of Default has
     occurred and is continuing under the Loan Agreement and that no event has
     occurred or other condition exists that would relieve Borrower of any of
     its obligations to the Lender under the Loan Agreement, as amended.

8.   This Amendment shall be governed by Tennessee law.

9.   Borrower represents that the execution and performance of this Amendment
     have been duly authorized by all necessary and appropriate corporate
     action.



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10.  This Amendment may be executed in multiple counterparts.

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


LENDER:                                     BORROWER:

SUNTRUST BANK, NASHVILLE, N.A.              SOFAMOR DANEK GROUP, INC.


By:  /s/ Bryan W. Ford                      By:  /s/ Laurence Y. Fairey
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Title: Vice President                       Title: Executive Vice President
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