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                                                                   Exhibit 10.1

                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is dated
this the 6th day of May, 1998 by and between SOFAMOR DANEK GROUP, INC., an
Indiana corporation ("Borrower") and SUNTRUST BANK, NASHVILLE, N.A., a national
banking association as agent (the "Agent") for the Lenders, as described and
defined below.

                                    RECITALS:

         A. Borrower, Agent and the Lenders are parties to a Credit Agreement
dated as of July 22, 1997 as amended by a First Amendment to Credit Agreement
dated December 22, 1998 (as amended or restated from time to time, the "Credit
Agreement").

         B. In connection with the Credit Agreement, Borrower, Agent, Lenders
and other parties, entered into certain other Loan Documents (as defined in the
Credit Agreement).

         C. SunTrust Bank, Nashville, N.A., Wachovia Bank of Georgia, N.A.,
Union Planters National Bank and Banque Nationale de Paris, Houston Agency,
presently constitute all the Lenders under the Credit Agreement.

         D. The Borrower and the Lenders desire to further amend the Credit
Agreement as hereinafter provided.

         E. Terms not defined herein shall have the meanings ascribed to such
terms in the Credit Agreement.

         F. Attached hereto as collective Exhibit A are the requisite consents
of the Lenders, consenting to this Amendment and to Agent's execution and
delivery of this Amendment on behalf of Lenders.

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

         1. Section 1.02 of the Credit Agreement concerning "Definitions" is
amended as follows:

         To add Italian Lira, Belgian Francs, Dutch Guilders, the South African
Rand and the Irish Punt, to the definition of "Foreign Currencies" or "Foreign
Currency" is deleted, and the following is substituted in lieu thereof:

                    "Foreign Currencies" or "Foreign Currency" means
               individually and collectively, as the context shall require, each
               of the following currencies, if offered and subject to
               availability to all Lenders; (i) Japanese Yen, French Francs,


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               Australian Dollars, Canadian Dollars, German Deutsche Marks,
               United Kingdom Pounds Sterling, Spanish Pesetas, Italian Lira,
               South African Rands, Belgian Francs, Dutch Guilders and Irish
               Punts; and (ii) at the option of all Lenders, any other currency
               which is freely transferable and convertible into United States
               Dollars; provided, however, no such other currency under
               subsection (ii) shall be included as a Foreign Currency unless
               (A) Borrower has submitted a written request to the Agent and
               Lenders that it be so included, and (B) Agent and all Lenders
               have agreed to such request.

         2. The last sentence of Section 2.05(c) of the Credit Agreement
prohibits more than one Foreign Currency Advance (except renewals of prior
Foreign Currency Advances) in each calendar month. In order to allow additional
Foreign Currency Advances, the last sentence of 2.05(c) is deleted and the
following is substituted in lieu thereof:

                    The Borrower may request only five (5) Foreign Currency
               Advances (excepting renewals of prior Foreign Currency Advances)
               in each calendar month; however, no more than six (6) Foreign
               Currency Advances may be outstanding at any time.

         3. The Loan Documents are hereby amended to the extent necessary to
conform to this Amendment. Except as specifically amended herein, the Credit
Agreement and the Loan Documents shall remain unamended and in full force and
effect.

         4. Borrower represents and warrants that the execution and terms of
this Amendment have been duly authorized by all necessary corporate action.

         5. This Amendment shall be governed by and construed in accordance with
the laws of the State of Tennessee.

         6. This Amendment may be executed in one or more counterparts, all of
which shall, taken together, constitute one original. The parties agree that
facsimile signatures shall be deemed to be and treated as original signatures of
such parties.






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         IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment to Credit Agreement as of the day and date first set forth above.

                                         SOFAMOR DANEK GROUP, INC.


                                         By:  /s/ J. Mark Merrill
                                              ---------------------------------

                                         Title:  Vice President and Treasurer
                                                 ------------------------------





                                         SUNTRUST BANK, NASHVILLE, N.A., as
                                         Agent for the Lenders


                                         By:  /s/ Bryan W. Ford
                                              ---------------------------------

                                         Title:  Vice President
                                                 ------------------------------





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