FIFTH FIFTH AMENDMENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Fifth Amendment") is made and dated as of September 30, 1999 among SUNRISE MEDICAL,...

FIFTH



FIFTH AMENDMENT AND WAIVER TO
THIRD AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FIFTH AMENDMENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this "Fifth Amendment") is made and dated as of
September 30, 1999 among SUNRISE MEDICAL, INC., a Delaware corporation (the
"Borrower"), the subsidiaries of the Borrower signatory hereto as
"Subsidiary Borrowers" or "Guarantors", the lenders (the
"Lenders") party hereto, and BANK OF AMERICA, N.A., as Agent (the
"Agent") and amends that certain Third Amended and Restated Credit
Agreement dated as of August 28, 1997 among the parties hereto, as amended
by a First Amendment and Waiver to Third Amended and Restated Credit Agreement
dated as of February 18, 1998, a Second Amendment to Third Amended and Restated
Credit Agreement dated as of August 26, 1998, a Third Amendment to Third
Amended and Restated Credit Agreement dated as of April 28, 1999 and a
Fourth Amendment and Waiver to Third Amended and Restated Credit Agreement (the
"Fourth Amendment") dated as of August 25, 1999 (together with this Fifth
Amendment, the "Agreement").
RECITALS
A.	The Borrower has previously advised the Agent and the Lenders that
it may have been in default of Section 7.09 of the Agreement as of July 2, 1999.
Pursuant to the Fourth Amendment, the Lenders granted a waiver of any Event of
Default arising therefrom through September 30, 1999.
B.	The Borrower has sold certain assets and desires to apply the net
proceeds thereof to repay the Obligations and in connection therewith desires to
permanently reduce the Commitments, and has delivered to the Agent a written
offer to do so.  By the execution and delivery of this Agreement, all of the
Lenders hereby accept such offer, and agree that the reduction of the
Commitments shall apply to the Amortization Amount occurring on the Fifth
Amendment Effective Date.
C.	Further, the Borrower has advised the Lenders that it may elect to sell
certain other assets or enter into transactions to issue additional Indebtedness
and/or equity, and wishes to use the net cash proceeds as provided herein.  The
Lenders are willing to permit Borrower and its Subsidiaries to make certain
additional Dispositions, to issue additional Indebtedness and/or equity on the
terms set forth in this Agreement.
D.	Subject to the terms and provisions hereof, the Agent and the Lenders
have agreed to make permanent their waiver of any Event of Default arising from
any violation of Section 7.09 of the Agreement as of July 2, 1999 and the Agent,
the Lenders and the Loan Parties have agreed to amend the Agreement in certain
respects, all on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as
follows:
1.	Terms.  All terms used herein shall have the same meanings as in
the Agreement unless otherwise defined herein.  All references to the Agreement
shall mean the Agreement as hereby amended.
2.	Amendments to Agreement.  The Loan Parties, the Lenders and the
Agent hereby agree that the Agreement is amended as follows:
2.1.	Correction of Name.  To reflect the change of the name of Bank
of America National Trust and Savings Association to Bank of America, National
Association, the name "Bank of America National Trust and Savings Association,"
which appears in the introductory paragraph of the Agreement, the definitions of
the terms "Agent," "Agent's Office," "Bank of America," and "Collateral Agent"
in Section 1.01 of the Agreement, and in various other Loan Documents, is
replaced with the name "Bank of America, National Association."
2.2.	Amendments to Section 1.1.
(a)	The terms "Absolute Rate," "Absolute Rate Auction," "Absolute Rate
Bid Advance," "Bid Advance," "Bid Advance Note," "Bid Borrowing," "Competitive
Bid," "Competitive Bid Request," "Designated Bidder," "Eurocurrency Auction,"
"Eurocurrency Rate Bid Advance," "Eurocurrency Rate Bid Margin," "Invitation for
Competitive Bids", "Permitted Acquisitions" and "Security Agreement" which are
defined in Section 1.01 of the Agreement, and all references to any such terms
in the Agreement or any other Loan Document, are hereby deleted.


(b)	The definitions of "Advance," "Alternative Currency Sublimit,"
"Amortization Amount," "Amortization Date," "Applicable Margin,"
"Collateralization Date," "Consolidated EBITDA," "Consolidated Tangible Net
Worth," "Current Maturities of Long Term Debt," "Default Rate," "Loan
Documents," "Notes" and "Permitted Accounts Receivable Financing" in Section
1.01 of the Agreement are amended and restated in their entirety as follows:
"Advance" means a Committed Advance, including a Term Loan Advance, a
Revolving Loan Advance or a Swingline Advance.
"Alternative Currency Sublimit" means $25,000,000.
"Amortization Amount" means, subject to Section 2.10(b), (i) for
the Amortization Dates occurring on the Fifth Amendment Closing Date and,
conditionally, on October 9, 2000, $10,000,000; and (ii) for the
Amortization Dates occurring on January 3, April 3, and July 7, 2000,
$15,000,000, and (iii) for the Amortization Date occurring on
January 14, 2001, the principal amount of any outstanding Revolving
Loans.
"Amortization Date" means, subject to Section 2.10(b), each of
(i) the Fifth Amendment Closing Date; (ii) January 3, 2000;
(iii) April 3, 2000; (iv) July 7, 2000;(v) if and only
if the Leverage Ratio as of June 30, 2000 exceeds 3.25 to 1.00 (as the same
may be adjusted pursuant to Section 7.20), October 9, 2000; and
(vi) January 14, 2001.


"Applicable Margin" means,


(a)	with respect to each Eurocurrency Rate Advance which is a Term Loan
Advance, 4.50% per annum;
(b)	with respect to Eurocurrency Rate Advance which is a Revolving Loan
Advance, 5.25% per annum;
(c)	with respect to the Standby Letter of Credit fees referred to in
Section 3.05(a), 5.25% per annum;
(d)	with respect to each Base Rate Advance that is a Term Loan Advance,
3.25% per annum; and
(e)	with respect to each Base Rate Revolving Loan Advance, 4.00% per
annum;
(f)	with respect to the commitment fee referred to in Section 2.03(c),
1.00% per annum.
From August 25, 1999 until the Fifth Amendment Closing Date, the
Applicable Margin for (i) all Eurocurrency Rate Advances shall be 5.25%, (ii)
all Base Rate Advances shall be 4.00% and (iii) the commitment fee shall be
1.00%, and all retroactive interest and fees (including letter of credit fees)
for such period shall be paid on the date when the next payment of interest is
otherwise due hereunder.  If, at the close of any Business Day, the Term Loan
Collateral Agent shall be holding any Cash Collateral, the interest rate
otherwise payable shall be increased by 2.00% on outstanding Revolving Loans in
a principal amount equal to the principal amount of such Cash Collateral.
"Collateralization Date" means the forty-fifth day after the Borrower
obtains actual knowledge of any Default or Event of Default.
"Consolidated EBITDA" means, for any period for the Borrower and its
Subsidiaries, an amount equal to the sum of (a) Consolidated Net Income, (b)
Interest Charges, (c) the amount of taxes, based on or measured by income, used
or included in the determination of Consolidated Net Income and (d) the amount
of depreciation and amortization expense deducted in determining Consolidated
Net Income, all determined in conformity with Generally Accepted Accounting
Principles.
"Consolidated Tangible Net Worth" means, as of any date of
determination, Shareholders' Equity of the Borrower and its Subsidiaries on that
date, excluding the cumulative translation adjustment reported for each
applicable Fiscal Quarter, commencing with the Fiscal Quarter ending July 2,
1999, minus the Adjusted Dollar Equivalent of any Intangible Assets of
Borrower and its Subsidiaries on that date.
"Current Maturities of Long-Term Debt" means, as of any date of
determination, all payments of principal due under the terms of any long-term
Indebtedness within 12 calendar months after such date, determined in accordance
with Generally Accepted Accounting Principles as reported in the Borrower's SEC
filing for the period of determination (but excluding the current portion of the
Obligations).  For the avoidance of doubt, the current portion of the
Obligations is excluded from the calculation of the Debt Coverage Ratio for the
Fiscal Quarter ended July 2, 1999.
"Default Rate" means, the Base Rate plus the Applicable Margin for
Base Rate Revolving Loans plus 2%.
"Loan Documents" means, collectively, this Agreement, the Notes, the
Swing Line Documents, any Collateral Documents, the Letters of Credit, any
Election to Participate, any Notice of Borrowing, any Request for Letter of
Credit, any Request for Extension, any Term Loan Collateral Documents, and any
other agreements of any type or nature heretofore or hereafter executed and
delivered by any Loan Party or any of its Affiliates in favor of the Lenders in
any way relating to or in furtherance of this Agreement in each case either as
originally executed or as the same may be from time to time supplemented,
modified, amended, restated, or extended.
"Notes" means the Committed Advance Notes, including the Committed
Advance Notes (Term Loan).
"Permitted Accounts Receivable Transaction" means (I) a sale of all or
substantially all of the assets of SunMed Finance Inc. or (II) a sale or
discount of accounts receivable or installment sale contracts owned by SunMed
Finance Inc. from time to time after the Fifth Amendment Closing Date;
provided, however, that in connection with any such financing
arrangement (a) there is no recourse to any seller of such accounts receivable
or any other Affiliate of the Borrower other than such limited recourse as
Borrower determines in good faith is reasonable given market standards for
transactions of a similar type, taking into account such factors as historical
bad debt loss expenses and obligor concentration levels; (b) no negative pledge
or Lien is created on any accounts receivables not actually sold or discounted;
and (c) after giving effect thereto, the Borrower is in compliance with Section
6.21.
"Security Agreement" means the Pledge, Security, Collateral Agency and
Intercreditor Agreement substantially in the form of Exhibit O hereto, as
amended to reflect the Term Loan Security Agreement (or as otherwise agreed to
by the Majority Lenders or, if required pursuant to Section 11.02, all Lenders),
either as originally executed or as it may from time to time be supplemented,
modified, amended, extended or supplanted.


(c)	Definitions of the terms "Cash Collateral", "Committed Advance Note
(Term Loan)," "Consolidated Excess Cash Flow," "Fifth Amendment," "Fifth
Amendment Closing Date," "Revolving Loan Advance," "Revolving Loan Commitment,"
"Term Loan Commitment," "Term Loan Advance," "Term Loan Collateral," "Term Loan
Cash Collateral Account," "Term Loan Collateral Agent," "Term Loan Collateral
Documents," "Term Loan Eligible Collateral," "Term Loan Note," "Term Loan
Secured Parties," and "Term Loan Security Agreement" are hereby added to
Section 1.01 of the Agreement, to read in their entirety as
follows:


"Cash Collateral" means all cash that is held by the Term Loan
Collateral Agent in the Term Loan Cash Collateral Account.
"Committed Advance Note" ("Term Loan") means each promissory note,
substantially in the form of Exhibit P, executed and delivered by the
Borrower to a Lender pursuant to Section 2.14(b) to evidence such Lender's
Term Loan Advance.
"Consolidated Excess Cash Flow" means, for the Borrower and its
consolidated Subsidiaries for each of the six month periods ending on
March 31, 2000 and September 29, 2000, the excess, if any, of the sum
of Consolidated EBITDA for such period plus non-cash extraordinary losses during
such period minus Capital Expenditures during such period plus the Net Cash
Proceeds from the sale of assets during such period minus cash taxes paid or
payable during such period minus any scheduled principal, interest or capital
lease payments during such period minus payments of principal of the Revolving
Loan Advances during such period (but only to the extent such payments result in
permanent Commitment reductions) or the Term Loan minus amounts deposited into
the Term Loan Cash Collateral Account during such period plus any decrease (or
minus any increase) in the Borrower's working capital from October 1, 1999, in
the case of the first of such periods or March 31, 2000, in the case of the
second of such periods.
"Fifth Amendment" means the Fifth Amendment and Waiver to Third
Amended and Restated Credit Agreement, dated as of September 30, 1999.
"Fifth Amendment Closing Date" means September 30, 1999.
"Net Cash Proceeds means, with respect to any Disposition, an amount
equal to the difference of (a) the aggregate amount of the considerations
(valued at the fair market value of such consideration at the time of the
consummation of such Disposition as determined by the Board of Directors of the
Borrower in good faith) paid by the transferee in respect of such Disposition
minus (b) all ordinary and reasonable out-of-pocket costs and expenses actually
incurred by the transferor in connection with such Disposition and all
Indebtedness secured by the property so disposed of and required by its terms to
be paid in connection with the consummation of such Disposition and minus (c)
any provision for taxes in respect thereof made in accordance with Generally
Accepted Accounting Principles.
"Revolving Loan Advance" means each Committed Advance made by a Lender
pursuant to Section 2.01(a)(ii).
"Revolving Loan Commitment" means for each Lender, its agreement,
subject to the terms and conditions of the Agreement, to make Revolving Loan
Advances pursuant to Section 2.01(a)(ii) and to participate in Letters of Credit
pursuant to Article III.
"Term Loan" has the meaning ascribed thereto in Section
2.01(a)(i).
"Term Loan Advance" has the meaning ascribed thereto in Section
2.01(a)(i).
"Term Loan Cash Collateral Account" means a cash collateral account
established by the Term Loan Collateral Agent for the benefit of the Term Loan
Secured Parties and securing the Term Loans.
"Term Loan Collateral" has the meaning ascribed thereto in Section
4.04(b).
"Term Loan Collateral Agent" means Bank of America, National
Association, in its capacity as collateral agent under the Term Loan Security
Agreement.
"Term Loan Collateral Documents" means the Term Loan Security
Agreement, any agreement with respect to the Term Loan Cash Collateral Account
and any other similar agreements made by any Loan Party in favor of the Term
Loan Secured Parties now or hereafter delivered to the Term Loan Collateral
Agent for the benefit of the Term Loan Secured Parties granting Liens on the
Term Loan Collateral pursuant to or in connection with the Term Loan Advances,
and any financing statements (or comparable documents) now or hereafter filed in
accordance with the Uniform Commercial Code (or comparable law) as executed by a
Loan Party as debtor in favor of the Term Loan Collateral Agent for the benefit
of the Term Loan Secured Parties, all in form and substance satisfactory to the
Term Loan Collateral Agent, and any amendments, supplements, modifications,
renewals, replacements, consolidations, substitutions and extensions of any of
the foregoing.
"Term Loan Commitment" means for each Lender, its agreement, subject
to the terms and conditions of the Agreement, to make a Term Loan Advance in an
amount equal to such Lender's Pro Rata Share of $40,000,000.
"Term Loan Eligible Collateral" means the accounts receivable of the
Loan Parties less all discounts and returns and, without duplication,
such reserves as required to be established under the Borrower's accounts
receivable reserve policy as in effect on the Fifth Amendment Closing Date.
"Term Loan Note" means each Committed Advance Note (Term Loan).
"Term Loan Secured Parties" has the meaning ascribed to "Secured
Parties" in the Term Loan Security Agreement.
"Term Loan Security Agreement" means the Security Agreement
substantially in the form of Exhibit Q hereto, either as originally
executed or as it may from time to time be supplemented, modified, amended,
extended, or supplanted.


2.3.	Amendments to Section 2.01. Subsection (a) of Section 2
of the Agreement is hereby amended as follows:


(a)	Section 2.01 of the Agreement is amended and restated in its
entirety as follows:
(a)	Committed Advances.  Each Lender severally agrees on the terms
and conditions hereinafter set forth, to make Committed Advances to the Borrower
and the Subsidiary Borrowers as follows:
(i)	a single Advance in Dollars (each a "Term Loan Advance" and,
collectively, the "Term Loan") on the Fifth Amendment Closing Date in an
amount not to exceed such Lender's Pro Rata Share of the Term Loan Commitment.
The Obligations of the Borrower under the Term Loan shall be secured by the Term
Loan Collateral.  Term Loan Advances which are repaid or prepaid in whole or in
part by the Borrower may not be reborrowed; and
(ii)	from time to time on any Business Day from the date hereof to the
Final Maturity Date, Advances in an aggregate amount (determined in Dollars) not
to exceed at any time outstanding the Dollar amount of such Lender's Revolving
Loan Commitment; provided, however, that such Lender shall not be
obligated to make any Revolving Loan Advance if, after giving effect to such
Revolving Loan Advance and the other Revolving Loan Advances to be made by the
other Lenders as part of the same Committed Borrowing, (x) the Facility Usage
would exceed the Total Commitment or (y) in the event such Borrowing is
being made by a Subsidiary Borrower, the aggregate amount of outstanding
Advances to such Subsidiary Borrower shall exceed such Subsidiary Borrower's
Subsidiary Borrowing Sublimit; provided, further, that such Lender
shall not be obligated to make any Committed Advance in an Alternative Currency
if, after giving effect to such Revolving Loan Advance and the other Revolving
Loan Advances to be made by the other Lenders as part of the same Committed
Borrowing, the then outstanding aggregate principal amount (determined in
Dollars) of all Committed Advances denominated in Alternative Currencies shall
exceed the Alternative Currency Sublimit.  Within the limits of each Lender's
Commitment and subject to the terms and provisions hereof, the Borrowers may
from time to time borrow under this Section 2.01(a)(ii), prepay pursuant to
Section 2.12, and reborrow under this Section 2.01(a)(ii).
(iii)	Each Committed Borrowing under Section 2.01(a)(ii) shall (A) be in
an aggregate amount not less than $1,000,000 in the case of Base Rate Advances,
$1,000,000 in the case of Eurocurrency Rate Committed Advances denominated in
Dollars and $1,500,000 in the case of Eurocurrency Rate Committed Advances
denominated in an Alternative Currency, (B) be in an integral multiple of
$100,000 in the case of Base Rate Advances and $500,000 in the case of each
other type of Advance, and (C) consist of Committed Advances of the same
Interest Type made in the same currency on the same Business Day by the Lenders
ratably according to their respective Commitments, subject,
however, to the provisions of Section 2.02(c).
(b)	Subsection (e) of Section 2.02 of the Agreement is amended and
restated in its entirety as follows:
(e)	Nature of Lender's Obligations.  The failure of any
Lender to make the Term Loan Advance to be made by it shall relieve all other
Lenders of their respective obligations to make a Term Loan Advance, and there
shall be no Term Loan and the Loan Parties shall not be required to deliver the
Term Loan Collateral Documents.  Notwithstanding the foregoing, the failure of
any Lender to make any Committed Advance, other than the Term Loan Advance, to
be made by it as part of any Committed Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Committed Advance on the
date of such Committed Borrowing.  In no event shall any Lender be responsible
for the failure of any other Lender to make the Committed Advance to be made by
such other Lender on the date of any Committed Borrowing.


2.4.	Amendment to Section 2.03.  Subsection (f) of Section 2.03 of
the Agreement is hereby deleted in its entirety.
2.5.	Amendment to Section 2.07.  Section 2.07 of the Agreement is
hereby amended and restated in its entirety as follows:
2.07	[Reserved.]
2.6.	Amendment to Section 2.08.  Section 2.08 of the Agreement is
hereby amended and restated in its entirety as follows:
2.08	[Reserved.]
2.7.	Amendment to Section 2.10.  Section 2.10 of the Agreement is
amended and restated in its entirety as follows:
2.10	Reduction of Commitments.


(a)	Voluntary Reductions.  Sunrise shall have the right, upon written
notice to the Agent not later than 10:00 A.M. (San Francisco Time) on the fifth
Business Day prior thereto, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders; provided,
however, that each partial reduction shall be in the amount of $1,000,000
or any multiple of $1,000,000 in excess thereof.  All reductions pursuant to
this Section 2.10(a) shall be applied first, to the Commitment reductions
scheduled pursuant to Section 2.10(b), in direct order of payment, and
thereafter to reduce the Term Loan Commitments.
(b)	Scheduled Reductions.  The Total Commitment shall automatically
and permanently reduce on each Amortization Date by an amount equal to the
Amortization Amount (except to the extent the Total Commitments were previously
or concurrently reduced under this Section 2.10).  Unless all Lenders shall
otherwise agree, any such reduction of the Total Commitment shall be made first
to the Revolving Loan Commitment until such Commitment shall be reduced to zero
and thereafter to the Term Loan Commitment.  The Total Commitment shall be
reduced to zero on the Final Maturity Date.  On each such Amortization Date, the
Borrower shall repay the Advances and/or cash collateralize Letters of Credit to
the extent that the Facility Usage exceeds the Commitments as so reduced.  All
such repayments shall, except as to Base Rate Advances, be made together with
accrued interest to the date of such repayment on the principal amount so
repaid, together with any amounts payable under Section 2.20.








[Reserved].






(d)	Other Voluntary Commitment Reductions.  If the  Borrower has
delivered to the Agent notice that it elects to use Cash Collateral from the
Term Loan Cash Collateral Account to reduce the Commitments and prepay the
Obligations in such amount, and if any offer by the Borrower to the Agent to
repay the Obligations and reduce the Commitments is accepted (such offer to be
deemed accepted unless all of the Lenders affirmatively vote to reject such
offer), all such reductions of the Commitments pursuant to this
Section 2.10(d) shall be applied first, to the next Commitment reduction
scheduled pursuant to Section 2.10(b), second, to the ratable payment of
the Commitment reductions due on or before July 7, 2000 pursuant to
Section 2.10(b), third, to reduce all remaining Commitments that are not
secured by the Term Loan Security Agreement, and finally, to the extent that
such reductions exceed the amount of such unsecured Commitments, to reduce the
Commitments that are secured by the Term Loan Security Agreement.
(e)	Consolidated Excess Cash Flow Recapture.  On
July 7, 2000, the Borrower shall reduce the Commitments by an amount equal
to seventy-five percent (75%) of the Consolidated Excess Cash Flow for the six-
month period ended March 31, 2000, and on January 14, 2001, the Borrower
shall reduce the Commitments by an amount equal to seventy-five percent (75%) of
the Consolidated Excess Cash Flow for the six-month period ended
September 29, 2000.  Each payment of Consolidated Excess Cash Flow shall be
applied, first, to pay the Amortization Amounts due on such Amortization Date
and any excess shall be deposited in the Term Loan Cash Collateral
Account.


2.8.	Amendments to Section 2.11.  Section 2.11 of the
Agreement is amended and restated in its entirety as follows:
2.11	Adjustments.


(a)	Alternative Currency Exchange Rate Fluctuations.  If the Dollar
equivalent of the aggregate outstanding principal amount of all Committed
Advances denominated in Alternative Currencies exceeds the Alternative Currency
Sublimit, the Borrower shall, as of the last day of each Interest Period with
respect to an Alternative Currency which ends thereafter, deposit funds in the
Term Loan Cash Collateral Account in an amount equal to the lesser of (i) the
amount by which the Dollar equivalent of outstanding Alternative Currencies
exceeds the Alternative Currency Sublimit on the last day of such Interest
Period and (ii) the Dollar equivalent of the Advance with respect to which such
Interest Period is expiring.
(b)	Term Loan Eligible Collateral Adjustment.  Within 5
Business Days after the Borrower obtains actual knowledge that the ratio of the
amount of Term Loan Eligible Collateral to the outstanding principal amount of
Term Loan Advances is less than 1.5 to 1, the Borrower shall deposit funds in
the Term Loan Cash Collateral Account to the extent necessary to meet the
foregoing ratio, together with (i) accrued interest to the date of such payment
on the principal amounts deposited and (ii) any additional amount for which
the Borrower shall then be obligated to pay pursuant to Section 2.20.  The
Borrower shall have the right to elect to use funds on deposit in the Term Loan
Cash Collateral Account to prepay the Term Loan in order to achieve compliance
with this Section, and upon such election and payment, all such prepayments
shall be applied first to Base Rate Term Loan Advances then outstanding, and
then to Eurocurrency Rate Term Loan Advances with the shortest Interest Periods
remaining.


2.9.	Amendment to Section 2.14(a).  Subsection (a) of Section 2.14
is hereby amended and restated as follows:


(a)	Each of the Revolving Loan Advances and the Term Loan Advance made by
each of the Lenders shall be evidenced by one or more loan accounts or records
maintained by such Lender in the ordinary course of business.  The loan accounts
or records maintained by the Agent and each Lender shall be conclusive absent
manifest error of the amount of each of the Revolving Loan Advances and the Term
Loan Advances made by each of the Lenders to the Borrowers and the interest and
payments thereon.  Any failure so to record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrowers hereunder to
pay any amount owing with respect thereto.


2.10.	Amendment to Section 2.15(e).  Section 2.15(e) is hereby
amended and restated in its entirety as follows:


(e)	Amounts received by the Agent for application to amounts due and
payable to the Agent, the Lenders or the Issuing Lender shall be applied, if not
specified by the applicable Borrower or if received (i) in connection with the
reduction of the Commitments or (ii) after the occurrence and continuance of an
Event of Default, to amounts due and payable as follows: first, to any
amounts due and payable under Section 11.03, second, to the ratable
payment of any accrued interest or fees that are then due and payable,
third, to the payment of the outstanding Swing Line Advances,
fourth, to the ratable payment of the outstanding Base Rate Advances
under the Revolving Loan Commitment, fifth, to the ratable payment of
other outstanding Advances under the Revolving Loan Commitment in the order of
nearest expiring Interest Periods, sixth, to cash collateralize Letter of
Credit Liability, together with, in the case of payment of Eurocurrency Rate
Advances, any additional amount for which the Borrowers shall be obligated in
respect of the payment of Eurocurrency Rate Advances pursuant to
Section 2.20, seventh, to the ratable payment of the outstanding
Base Rate Advances that are Term Loan Advances, and eighth to the ratable
payment of all other outstanding Term Loan Advances in the order of nearest
expiring Interest Periods.  Any cash collateralization of Letter of Credit
Liability pursuant to this Section 2.15(e) shall be effected by
documentation prepared by the Issuing Lender having terms consistent with those
in documentation customarily employed by the Issuing Lender for purposes of
establishing and maintaining cash collateral for letters of credit issued by the
Issuing Lender.  Payments for reimbursement of amounts drawn under any Letter of
Credit shall be applied as set forth in Section 3.04(c).


2.11.	Amendment to Section 2.21.	Section 2.21 is hereby
amended and restated in its entirety as follows:
2.21	Use of Proceeds.


(a)	The Borrower shall use the proceeds of the Term Loan Advances to repay
or prepay Revolving Loan Advances outstanding immediately prior to the Fifth
Amendment Closing Date so that, following the application of the Term Loan
Proceeds, the outstanding principal balance of the Revolving Loans does not
exceed $70,000,000.
(b)	The Borrowers shall use the proceeds of all other Advances to continue
the Borrowers' outstanding obligations under the Existing Credit Agreement and
for the general working capital needs of the Borrowers and for other general
corporate purposes of the Borrowers.
(c)	The Borrowers shall not, directly or indirectly, use any portion of
any Advance proceeds (i) knowingly to purchase Ineligible Securities from a
Section 20 Subsidiary during any period in which such Section 20
Subsidiary makes a market in such Ineligible Securities, (ii) knowingly to
purchase during the underwriting or placement period Ineligible Securities being
underwritten or privately placed by a Section 20 Subsidiary, or
(iii) to make payments of principal or interest on Ineligible Securities
underwritten or privately placed by a Section 20 Subsidiary and issued by
or for the benefit of the Borrowers or any Affiliate of the Borrower.  As used
in this Section, "Section 20 Subsidiary" means the Subsidiary of the bank
holding company controlling any Lender, which Subsidiary has been granted
authority by the Federal Reserve Board to underwrite and deal in certain
Ineligible Securities; and "Ineligible Securities" means securities which may
not be underwritten or dealt in by member banks of the Federal Reserve System
under Section 16 of the Banking Act of 1933 (as U.S.C.   24, Seventh),
as amended.


2.12.	Amendment to Section 4.04.  Section 4.04 is hereby added to
Section 4 of the Agreement, reading in its entirety as follows:
4.04.	Additional Conditions to Term Loan Advances.  The obligations
of the Lenders to, on the Fifth Amendment Closing Date, make the Term Loan
Advances, are subject to the following conditions precedent, all of which are in
addition to the other conditions provided in this Section 4 and each of
which shall be satisfied prior to or on the Fifth Amendment Closing
Date:


(a)	The Agent shall have received all of the following in form and
substance reasonably satisfactory to the Agent and legal counsel for the Agent
(unless otherwise specified or unless the Agent otherwise agrees):
(i)	executed counterparts of the Fifth Amendment signed by the Borrower,
the Guarantors, the Agent and all Lenders, sufficient in number for distribution
to the Borrower, the Agent and each Lender; and
(ii)	with respect to each Guarantor: (A) a certificate, signed by the
Secretary or an Assistant Secretary of the Guarantor dated as of the Fifth
Amendment Closing Date certifying that Guarantor has taken all corporate action
necessary to authorize and has duly authorized delivery of the consent to the
Fifth Amendment, and (B) a certificate, signed by the Secretary or an
Assistant Secretary of the Borrower dated as of the Fifth Amendment Closing
Date, as to the incumbency of the person or persons authorized to execute and
deliver such consent.
(b)	The Term Loan Collateral Agent shall have received all of the
following in form and substance reasonably satisfactory to the Term Loan,
Collateral Agent and legal counsel for the Term Loan Collateral Agent (unless
otherwise specified, or unless the Collateral Agent otherwise agrees):
(1)	executed counterparts of the Term Loan Security Agreement executed by
the Borrower, each Domestic Subsidiary, the Required Secured Parties (as defined
in the Term Loan Security Agreement), the Term Loan Collateral Agent and the
Agent, which Term Loan Security Agreement shall grant to the Term Loan
Collateral Agent on behalf of the Term Loan Secured Parties a security interest
in substantially all the domestic accounts receivable of the Borrower and the
Domestic Subsidiaries (the "Term Loan Collateral");
(2)	such financing statements on Form UCC-1 executed by the Borrower and
the Domestic Subsidiaries with respect to the Term Loan Security Agreement as
the Term Loan Collateral Agent may request;
(3)	a favorable opinion of counsel to the Borrower and the Domestic
Subsidiaries confirming, among other things, that (a) the Term Loan Secured
Parties' security interest in the Term Loan Collateral is duly perfected (or
will be perfected upon filing of the financing statements delivered to the Term
Loan Collateral Agent), (b) each Loan Party's obligations under the Term
Loan Collateral Documents to which it is a party are legal, valid, binding and
enforceable against such Loan Party, (c) the execution, delivery and
performance of the Term Loan Collateral Documents by each Loan Party will not
violate any law, decree, or judgment, and (d) except for the filing of a
financing statement with respect to Term Loan Collateral covered by Division 9
of the Uniform Commercial Code, no government approvals, consents,
registrations, or filings, are required by any Loan Party; provided that
such opinion shall be subject to such modifications as are acceptable to the
Term Loan Collateral Agent in its sole discretion; and
(4)	such other assurances, certificates, documents, consents or opinions
as the Term Loan Collateral Agent may reasonably require.


2.13.	Amendment to Section 5.19.  Section 5.19 of the
Agreement is hereby amended and restated in its entirety as follows:
5.19	Security Interests.


(a)	The Term Loan Security Agreement creates a valid first priority
security interest in the Term Loan Collateral(subject only to Permitted
Encumbrances, Liens permitted under 7.06 and to such qualifications and
exceptions as are contained in the Uniform Commercial Code with respect to the
priority of security interests perfected by means other than the filing of a
financing statement or with respect to the creation of security interests in
Property to which Division 9 of the Uniform Commercial Code does not
apply), securing the Term Loan and all action necessary to perfect the security
interests so created, other than filing of the UCC-1 financing statements
delivered to the Term Loan Collateral Agent pursuant to Section 6.17 with
the appropriate Governmental Agency have been taken and completed.
(b)	During the Collateralization Period, the Security Agreement will
create a valid second priority security interest, pari passu with the
Noteholders, in the Term Loan Collateral, and a valid first priority security
interest, pari passu with the Noteholders in substantially all inventory of the
Borrower and the Domestic Subsidiaries, the capital stock of all Domestic
Subsidiaries and 60% of the capital stock of all Material Foreign Subsidiaries
securing the Obligations (subject only to Permitted Encumbrances, Liens
permitted under Sections 7.06 and to such qualifications and exceptions as
are contained in the Uniform Commercial Code with respect to the priority of
security interests perfected by means other than the filing of a financing
statement or with respect to the creation of security interests in Property to
which Division 9 of the Uniform Commercial Code does not apply), and all
action necessary to perfect the security interests so created, other than filing
of the UCC-1 financing statements delivered to the Collateral Agent pursuant to
Section 6.12 with the appropriate Governmental Agency have been taken and
completed.


0.1.	Amendments to Section 6.
(a)	Subsection (o) is hereby deleted and replaced with the
following:


(o)	On the Fifth Amendment Closing Date, and thereafter on or before the
fifth Business Day of each successive fiscal month, the Borrower shall deliver
to the Agent a written report, detailing the progress that the Borrower has made
in disposing of its assets, including inquiries received from potential
purchasers, sales under negotiation, and sales closed.  Each such report shall
be certified by a Senior Officer of the Borrower as complete, true and correct
in all material respects to the best knowledge of such Senior Officer.
(b)	Subsection (p) hereby is added to Section 6.01 of the
Agreement to read as follows:
(p)	As soon as practicable, and in any event within 30 days after the end
of each fiscal month, a report demonstrating the Borrower's compliance with the
covenants contained in Section 6.21 of the Agreement as of the end of such
fiscal month, substantially in the form annexed hereto as Exhibit R or in
such other form as may be approved by the Majority Lenders.  Such report shall
be certified by a Senior Officer of the Borrower as true and correct in all
material respects to the best knowledge of such Senior Officer.
(c)	Section 6.07 is hereby amended by adding the following sentence
immediately prior to the end thereof:
Upon reasonable notice, but in any event not less than three Business Days,
at any mutually agreeable times during regular business hours (but not so as to
materially interfere with the business of Borrower and its Subsidiaries or more
than three times in any Fiscal Year), at the expense of the Borrower (which
shall not exceed $50,000 in any Fiscal Year), permit the Agent, or any
authorized employee, agent or representative thereof reasonably acceptable to
Borrower, to examine, audit and make copies and abstracts from the records and
books of account concerning accounts receivable and installment sales contracts
of the Borrower and its Subsidiaries and to discuss such information with any of
their respective officers, key employees, accountants, customers and
vendors.


(d)	Section 6.12(d) is deleted in its entirety and replaced with the
following:


(d)	If all Revolving Loan Advances are paid in full and all Revolving Loan
Commitments terminated prior to the Collateralization Date, the Collateral
Documents Escrow shall be terminated in accordance with the terms thereof and
all documents deposited therein returned to the Borrower.
(e)	Section 6.17 of the Agreement is hereby amended and restated in
its entirety to read as follows:


6.17	Notice to Noteholders.  Within 10 days after obtaining actual
knowledge of any Default or Event of Default that has not been waived by the
Majority Lenders, the Borrower shall initiate negotiations with the Noteholders
with respect to the intercreditor agreement required by the Security
Agreement.
(f)	Section 6.19 hereby is added to the Agreement to read as
follows:
6.19	Additional Term Loan Collateral.  If, while any Term Loan
Advances are outstanding, the Borrower or any Domestic Subsidiary of Borrower
creates or otherwise acquires any Domestic Subsidiary, then the Borrower shall
promptly:


(a)	cause any such Domestic Subsidiary to execute and deliver an
instrument of joinder to the Term Loan Security Agreement, together with such
financing statements on Form UCC-1 executed by such Domestic Subsidiary as
the Term Loan Collateral Agent may reasonably request;
(b)	deliver or cause to be delivered, to the extent not previously
delivered to the Term Loan Collateral Agent, documents of the type specified in
Section 4.01(a)(2) through (6) with respect to any Loan Party executing and
delivering any Loan Documents; and
(c)	deliver or cause to be delivered an opinion of the type referred to in
Section 4.03(d) with respect to any Loan Party executing and delivering any
Loan Documents and the security interests then being granted.


(g)	Section 6.20 hereby is added to the Agreement to read as
follows:
6.20	Further Assurances re Term Loan Collateral.  From time to time
while any Term Loan Advances are outstanding, promptly upon request by the Term
Loan Collateral Agent, the Borrower shall do, cause, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register, any and all
such further acts, deeds, conveyances, security agreements, financing statements
and continuations thereof, termination statements, notices of assignment,
transfers, certificates, assurances and other instruments as the Term Loan
Collateral Agent may reasonably require from time to time in order (a) to
carry out more effectively the purposes of this Agreement or any other Loan
Document, (b) to subject to the Liens created by any of the Term Loan
Collateral Documents any of the property, rights or interests covered by any of
the Collateral Documents, (c) to perfect and maintain the validity,
effectiveness and priority of any of the Term Loan Collateral Documents and the
Liens intended to be created thereby, and (d) to better assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Term Loan Secured
Parties the rights granted or now or hereafter intended to be granted to the
Term Loan Secured Parties under the Term Loan Collateral Documents or under any
other document executed in connection therewith.  On or before October 10, 1999,
the Borrower shall deliver to the Term Loan Collateral Agent a security
agreement, in form and substance satisfactory to the Term Loan Collateral Agent,
in respect of the Term Loan Cash Collateral.








(h)	Section 6.21 hereby is added to the Agreement to read as
follows:








6.21	Term Loan Eligible Collateral.  The Borrower shall assure that
the ratio of the amount of the Term Loan Eligible Collateral to the amount of
Term Loan Advances as of the end of any fiscal month is not less than 1.50 to
1.0.  Within 5 business days of obtaining actual knowledge that the ratio is
less than that required by this Section, the Borrower shall deposit funds in the
Term Loan Cash Collateral Account in accordance with Section 2.11 of the
Agreement.
(i)	Section 6.22 is hereby added to the Agreement to read as follows:
6.22	Additional Equity Issuances.  If the Borrower or any of its
Subsidiaries issues any equity securities after the Fifth Amendment Closing
Date, the Net Cash Proceeds thereof shall be deposited in the Term Loan Cash
Collateral Account.
0.2.	Amendments to Section 7.  Section 7 of the Agreement is hereby
amended as follows:


(a)	Subsection (b) of Section 7.01 is hereby amended and restated in its
entirety as follows:
(b)	Dispositions of assets after the Fifth Amendment Closing Date in which
the aggregate net book value of which, when added to the aggregate net book
value of assets disposed of pursuant to Sections 7.01(c)and(e), does not exceed
in the aggregate for the Borrower and all Subsidiaries the maximum amount which,
under the note purchase agreement dated as of October 1, 1997 by and among
the Borrower and the Noteholders (the "Note Purchase Agreement") can be
disposed of without payment of any net proceeds to the Noteholders, if the
Borrower deposits or causes to be deposited in the Term Loan Cash Collateral
Account the Net Cash Proceeds of such Disposition; provided,
however, that during the Collateralization Period, the amount of any such
deposit shall be decreased by an amount equal to any net proceeds of Collateral
Dispositions that have been delivered to the Noteholders or withheld by the
Collateral Agent pursuant to the Security Agreement.
(b)	Subsection (c) of Section 7.01 is hereby amended and restated in its
entirety as follows:
(c)	In connection with a Permitted Accounts Receivable Transaction, the
aggregate net book value of which, when added to the aggregate net book value of
assets disposed of pursuant to Sections 7.01(b)and(e), does not exceed in the
aggregate for the Borrower and all Subsidiaries the maximum amount which, under
the Note Purchase Agreement can be disposed of without payment of any net cash
proceeds to the Noteholders, if the Borrower deposits or causes to be deposited
in the Term Loan Cash Collateral Account the Net Cash Proceeds of any Permitted
Accounts Receivable Transaction described in clause (I) of the definition of
Permitted Accounts Receivable Transaction consummated after the Fifth Amendment
Effective Date; provided, however, that during the
Collateralization Period, the amount of any such deposit shall be decreased by
an amount equal to any net proceeds of Collateral Dispositions that have been
delivered to the Noteholders or withheld by the Collateral Agent pursuant to the
Security Agreement.
(c)	Subsection (e) of Section 7.01 is hereby amended and restated in its
entirety as follows:
(e)	In connection with sale and leaseback transactions after the Fifth
Amendment Closing Date permitted by Section 7.06(e),disposition of assets, the
aggregate net book value of which, when added to the aggregate net book value of
assets disposed of pursuant to Sections 7.01(b)and(c), does not exceed in the
aggregate for the Borrower and all Subsidiaries the maximum amount which, under
the Note Purchase Agreement can be disposed of without payment of any net
proceeds to the Noteholders, if the Borrower deposits or causes to be deposited
in the Term Loan Cash Collateral Account the Net Cash Proceeds of such
Disposition; provided, however, that during the Collateralization
Period, the amount of any such deposit shall be decreased by an amount equal to
any net proceeds of Collateral Dispositions that have been delivered to the
Noteholders or withheld by the Collateral Agent pursuant to the Security
Agreement.
(d)	Section 7.03(e) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
(e)	[Reserved.]
(e)	There shall be added to Section 7.03 of the Credit Agreement a new
clause (f) reading in its entirety as follows:
(f)	Investments consisting of minority equity investments obtained or
retained, or Indebtedness, preferred stock or convertible Indebtedness obtained,
by the Borrower or a Subsidiary in connection with a Disposition permitted under
Section 7.01 hereof and approved by the Majority Lenders, such approval not to
be unreasonably withheld or delayed.
(f)	Subsection (e) of Section 7.06 of the Agreement is hereby amended and
restated in its entirety as follows:
(e)	Sale and leaseback transactions which, together with operating leases
permitted by Section 7.17(b), do not exceed in the aggregate $15,000,000 in
payment obligations in any Fiscal Year, and Liens and Negative Pledges solely on
assets and the proceeds thereof that are the subject of such transactions, if
the Borrower deposits or causes to be deposited in the Term Loan Cash Collateral
Account the Net Cash Proceeds to the extent required by Section 7.01(e) of the
Agreement.
(g)	Subsection (f) of Section 7.06 of the Agreement is hereby amended and
restated in its entirety as follows:
(f)	Negative Pledges in favor of lenders providing financing permitted
under Section 7.07(f) if the Borrower deposits or causes to be deposited in
the Term Loan Cash Collateral Account the Net Cash Proceeds of any such
Indebtedness; provided, however, that during the Collateralization
Period, the amount of any such deposit shall be decreased by an amount equal to
any net proceeds of Collateral Dispositions that have been delivered to the
Noteholders or withheld by the Collateral Agent pursuant to the Security
Agreement.


(h)	The following subsection (k) is added to Section 7.06:


(k)	Liens created by the Collateral Documents.
(i)	Subsection (f) of Section 7.07 of the Agreement is hereby amended and
restated in its entirety as follows:
(f)	Consolidated Funded Indebtedness consisting of either Indebtedness
incurred in the ordinary course of business or Subordinated Debt, the creation,
incurrence, assumption or existence of which would not cause the Leverage Ratio
to exceed the maximum Leverage Ratio permitted under Section 7.09 after giving
effect to such Indebtedness on a pro forma basis as of the date of the most
recently delivered Compliance Certificate, if all Net Cash Proceeds of such
financing after the Fifth Amendment Closing Date (other than any Indebtedness
incurred in the ordinary course of business and not in excess of $10,000,000 at
any time outstanding) shall be deposited in the Term Loan Cash Collateral
Account; provided, however, that during the Collateralization
Period, the amount of any such deposit shall be decreased by an amount equal to
any net proceeds of Collateral Dispositions that have been delivered to the
Noteholders or withheld by the Collateral Agent pursuant to the Security
Agreement.
(j)	Section 7.09 of the Agreement is amended and restated in its entirety
as follows:


7.09	Leverage Ratio.  Permit the Leverage Ratio, as of the end of
any Fiscal Quarter, to exceed the following ratio:


Fiscal Quarter Ending			Maximum Ratio


First Quarter 2000				4.6 to 1
Second Quarter 2000				4.6 to 1
Third Quarter 2000				4.6 to 1
Fourth Quarter 2000				3.75 to 1
First Quarter 2001				3.50 to 1
Second Quarter 2001				3.50 to 1
Third Quarter 2001				3.25 to 1


For purposes of calculating the Leverage Ratio, the special charge of
$5,993,000 incurred in the fourth Fiscal Quarter of 1999 will be added back to
Consolidated EBITDA.
(k)	Section 7.10 of the Agreement is amended and restated in its entirety
as follows:


7.10	Minimum Consolidated Tangible Net Worth.  Permit at the end of
any Fiscal Quarter Consolidated Tangible Net Worth to be less than (a) -
$13,627,000 plus (b) 50% of Consolidated Net Income for each Fiscal
Quarter ending after July 2, 1999 (not to be reduced by any losses
incurred) plus (c) 50% of the net proceeds from the issuance of any
equity securities of the Borrower after July 2, 1999.


(l)	Section 7.11 of the Agreement is amended and restated in its entirety
as follows:


7.11	Debt Coverage Ratio.  Permit the Debt Coverage Ratio, as of
the end of any Fiscal Quarter, to be less than the following ratio:
Fiscal Quarter Ending			Minimum Ratio
First Quarter 2000				1.15 to 1
Second Quarter 2000				1.15 to 1
Third Quarter 2000				1.15 to 1
Fourth Quarter 2000				1.15 to 1
First Quarter 2001				1.15 to 1
Second Quarter 2001				1.25 to 1
Third Quarter 2001				1.25 to 1


For purposes of calculating the Debt Coverage Ratio, the special charge of
$3,596,000 (net of taxes) incurred in the fourth Fiscal Quarter of 1999 will be
added back to Adjusted Cash Flow.
(m)	Section 7.12(d) of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
(d)	Guaranties by any of Borrower's Subsidiaries of any Indebtedness of
Borrowers permitted under Section 7.07(f).
(n)	Section 7.12(f) of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
(f)	other Contingent Obligations not incurred in the ordinary course of
business (including without limitation, recourse liability pursuant to any
Permitted Accounts Receivable Transaction); provided that the maximum aggregate
liability of the Borrower and its Subsidiaries in respect of all such Contingent
Obligations shall in no time exceed $10,000,000 outstanding; and
(o)	Section 7.14(a) of the Credit Agreement is hereby amended and restated
in its entirety as follows:
(a)	[Reserved]
(p)	Section 7.16 of the Credit Agreement is hereby amended by adding the
following proviso immediately prior to the end thereof:
except to the extent that ownership of less than 80% results from a
Disposition otherwise permitted by Section 7.01 hereof or the issuance of equity
securities if Net Cash Proceeds are deposited in the Term Loan Cash Collateral
Account.
(q)	Subsection 7.17(b) is deleted in its entirety and replaced with the
following:
(b)	additional operating leases entered into by the Borrower and its
Subsidiaries after June 27, 1996 in the ordinary course of business which,
together with sale and leaseback transactions permitted by Section 7.06(e), do
not exceed $15,000,000 in aggregate payment obligations in any Fiscal Year, and
Liens in connection therewith.
(r)	Section 7.19 is hereby added to Section 7 of the Agreement, to
read in its entirety as follows:
7.19 Minimum Consolidated EBITDA.  Permit cumulative Consolidated
EBITDA for the corresponding period set forth below ending on the last day of
any Fiscal Quarter set forth below, to be less than the corresponding amount set
forth below:


Fiscal Quarter Ending			Consolidated EBITDA
First Quarter 2000 (1 quarter)			$10,000,000
Second Quarter 2000 (2 quarters)		$22,500,000
Third Quarter 2000 (3 quarters)		$37,000,000
Fourth Quarter 2000 (4 quarters)		$53,000,000
First Quarter 2001 (4 quarter)			$59,000,000
Second Quarter 2001 (4 quarters)		$58,000,000
Third Quarter 2001 (4 quarters)		$62,000,000


(s)	Section 7.20 is hereby added to Section 7 of the Agreement, to
read in its entirety as follows:


7.20	Adjustments to Financial Covenants and Collateral Release
Conditions.  The financial covenants set forth in Sections 7.09, 7.10,
7.11, and 7.19 and the Collateral Release Conditions shall be adjusted, upon the
consummation by the Borrower of any material asset disposition permitted by
Section 7.01(b) or 7.01(c) or sale and leaseback permitted by
Section 7.06(e) of the Agreement, by the Borrower and the Agent, acting
with the approval of the Majority Lenders, to give pro forma
effect to such transactions on the projections and assumptions used to establish
such covenants.


(t)	Section 7.21 is hereby added to Section 7 of the Agreement, to read in
its entirety as follows:


7.21	Maximum Receivables.  Permit the aggregate book value of all
accounts receivable and installment sales contracts held by SunMed Finance Inc.
at any time to exceed $49,000,000 minus any account receivables and
installment sales contracts sold pursuant to a Permitted Accounts Receivables
Transaction.
0.3.	Amendments to Section 8.


(a)	Section 8.01(a) of the Credit Agreement is amended and
restated in its entirety as follows:
(a)	Each Guarantor, jointly and severally, unconditionally and irrevocably
guaranties the due and punctual payment and performance of the Obligations,
including, without limitation, Obligations in respect of the Term Loan, any Term
Loan Note, and the Term Loan Security Agreement (including in each case interest
accruing on and after the filing of any petition in bankruptcy or of
reorganization of the obligor whether or not post filing interest is allowed in
such proceeding).  Each Guarantor further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
it (except as may be otherwise required herein), and it will remain bound upon
this guaranty notwithstanding any extension or renewal of any
Obligation.


(b)	The following Section 8.05 is added to the Credit Agreement:
8.05	Release of Guaranties.  If all or substantially all of the
assets of a Guarantor or all of the stock of a Guarantor are transferred in a
Disposition permitted hereunder Borrower shall deliver written notice thereof to
the Agent, and then the Guaranty of such Guarantor shall be automatically
released and of no further force and effect, and the Term Loan Collateral Agent
shall release the Liens on the Term Loan Collateral of such Guarantor.
0.4.	Amendments to Section 9.01.


(a)	Subsection (a) to Section 9.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
(a)	any Loan Party fails to pay any principal on any Obligation on the
date when due; or
(b)	Subsection (h) to Section 9.01 of the Credit Agreement is hereby
amended to insert the following at the beginning of such subsection:
"subject to Section 8.05 hereof,"
(c)	Subsection (n) to Section 9.01 of the Agreement is hereby amended and
restated in its entirety as follows:
(n)	any provision of any Term Loan Collateral Document shall after its
delivery pursuant to this Agreement for any reason fail to or cease to be valid
and binding on or enforceable against any Loan Party, or any Loan Party shall so
state in writing or bring an action to limit its obligations or liabilities
thereunder; or
(d)	Subsection (o) is hereby added to Section 9.01 of the Agreement to
read in its entirety as follows:
(o)	any Term Loan Collateral Document after its delivery pursuant to this
Agreement shall for any reason (other than pursuant to the terms hereof or
thereof) fail to or cease to create a valid security interest in the Term Loan
Collateral purported to be covered thereby or such security interest shall for
any reason fail to or cease to be a perfected and first priority security
interest (subject only to the matters permitted by Section 5.19).


0.5.	Amendment to Section 10.10.  Section 10.10 of the Agreement is
hereby amended and restated in its entirety as follows:
10.10	Collateral Matters.


(a)	The Term Loan Collateral Agent, on behalf of all of the Term Loan
Secured Parties, shall hold all items of any Term Loan Collateral or interests
therein received or held by the Term Loan Collateral Agent in accordance with
the Term Loan Collateral Documents and shall act, or refrain from acting with
respect to the Term Loan Collateral in accordance therewith.  The Term Loan
Collateral Agent is further authorized and directed to release funds from the
Term Loan Collateral Cash Account if Borrower delivers notice to the Agent that
it elects to reduce the Commitments and to repay the Obligations in such amount
or if Borrower offers in writing to the Agent to repay the Obligations and to
reduce the Commitments in accordance with the provisions hereof with the funds
so released and if the Agent accepts such offer.  The Borrower shall have the
right to obtain the release of funds from such Term Loan Cash Collateral Account
if it elects to use such cash collateral for such purposes.
(b)	During the Collateralization Period, the Collateral Agent, on behalf
of all the Secured Parties, shall hold all items of any Collateral or interests
therein (subject to Section 10.10(a)) received or held by the Collateral Agent
in accordance with the Collateral Documents and shall act, or refrain from
acting with respect to the Collateral in accordance therewith.


0.6.	Amendment to Section 11.01.  Section 11.01 of the Agreement is
hereby amended and restated in its entirety as follows:
11.01	Cumulative Remedies; No Waiver.  The rights, powers,
privileges and remedies of the Agent or any Lender provided herein or in any
Note or other Loan Document are cumulative and not exclusive of any right,
power, privilege or remedy provided by law or equity.  No failure or delay on
the part of the Agent or any Lender in exercising any right, power, privilege or
remedy may be, or may be deemed to be, a waiver thereof; nor may any single or
partial exercise of any right, power, or remedy preclude any other or further
exercise of any other right, power, privilege or remedy.  The terms and
conditions of Sections 4.01, 4.02 and 4.04 hereof are inserted for the sole
benefit of the Lenders and the Agent may (with the approval of the Majority
Lender) waive them in whole or in part with or without terms or conditions in
respect of any Advance or Letter of Credit, without prejudicing the Lenders'
rights to assert them in whole or in part in respect of any other Advance or
Letter of Credit.
0.7.	Amendments to Section 11.02.  Subsection (g) and the last
paragraph of Section 11.02 of the Agreement are hereby amended and restated in
their entirety as follows:


(g)	to release any material portion of the Collateral or the Term Loan
Collateral (except as otherwise expressly provided in any Loan Document).
Any amendment, modification, supplement, termination, waiver, or consent
pursuant to this Section 11.02 shall apply equally to, and shall be binding
upon, all the Lenders and the Agent.  The Agent must consent to any amendment,
waiver or consent affecting the rights or duties of the Agent under any Loan
Document, the Collateral Agent must consent to any amendment, waiver or consent
affecting the rights or duties of the Collateral Agent under any Loan Document,
the Term Loan Collateral Agent must consent to any amendment, waiver or consent
affecting the rights or duties of the Term Loan Collateral Agent under any Loan
Document, and the Borrower must consent to any amendment, modification or waiver
of the last sentence of Section 10.10(a).


0.8.	Amendments to Section 11.14.  There shall be added to the end
of Section 11.14 of the Agreement a new sentence reading in its entirety as
follows:


"Notwithstanding anything to the contrary herein, in no event shall the Cash
Collateral secure the Revolving Loans and neither the Agent nor any Loan Party
may exercise any right of set off or banker's lien against the Cash Collateral
for application to any Indebtedness other than the Term Loans."


0.9.	Amendments to Schedule 1.01(b).  Schedule 1.01(b) of the
Credit Agreement is hereby amended and restated in its entirety to read as set
forth on Schedule 1.01(b) hereof.
10	Waivers.  (a) By their execution hereof, the Lenders hereby
waive any Defaults or Events of Default arising from the failure of the Borrower
to be in compliance with Section 7.09 of the Agreement for the Fiscal Quarter
ending July 2, 1999.


(b)	In consideration of Lenders' waiver of any Defaults or Events of
Default and certain other good and valuable consideration, the Borrower hereby
expressly acknowledges and agrees that neither it nor any Guarantor has any
setoffs, counterclaims, adjustments, recoupments, defenses, claims or actions of
any character, whether contingent, non-contingent, liquidated, unliquidated,
fixed, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, known or unknown, against any Lender or the Agent or any grounds or
cause for reduction, modification or subordination of the Obligations under the
Loan Documents or any liens or security interests of any Lender or the Agent.
To the extent the Borrower or any Guarantor may possess any such setoffs,
counterclaims, adjustments, recoupments, claims, actions, grounds or causes, the
Borrower and each Guarantor hereby waive, and hereby release each Lender and the
Agent from, any and all such setoffs, counterclaims, adjustments, recoupments,
claims, actions, grounds and causes, such waiver and release being with full
knowledge and understanding of the circumstances and effects of such waiver and
release and after having consulted counsel with respect thereto.


20	Representations and Warranties.  Each of the Loan Parties
jointly and severally represent and warrant to the Lenders and the Agent:
2.1.	Authorization.  The execution, delivery and performance of
this Fifth Amendment have been duly authorized by all necessary corporate action
by each of them and has been duly executed and delivered by each of them.
2.2.	Binding Obligation.  This Fifth Amendment is the legally valid
and binding obligation of each Loan Party, enforceable in accordance with its
terms against each of them respectively, except as such enforcement may be
limited by Debtor Relief Laws or equitable principles relating to the granting
of specific performance and other equitable remedies as a matter of judicial
discretion.
2.3.	No Legal Obstacle to Agreement.  Neither the execution of this
Fifth Amendment, the making by any Borrower of any borrowing under the
Agreement, nor the performance of the Agreement has constituted or resulted in
or will constitute or result in a breach of the provisions of any Contractual
Obligation to which any Loan Party is a party, or the violation of any
Requirement of Law, or result in the creation under any agreement or instrument
of any security interest, lien, charge, or encumbrance upon any of the assets of
any of them, except as contemplated hereby.  No approval or authorization of any
Governmental Agency is required by any Loan Party to permit the execution,
delivery or performance by any Loan Party of this Fifth Amendment, the
Agreement, or the transactions contemplated hereby or thereby, or the making of
any borrowing under the Agreement.
2.4.	Incorporation of Certain Representations.  The representations
and warranties set forth in Article 5 of the Agreement, as amended hereby and
after giving effect to all waivers herein, are true and correct in all material
respects on and as of the date hereof as though made on and as of the date
hereof except to the extent any such representation or warranty is expressly
stated to be made as of any other date.
2.5.	Default.  After giving effect to this Amendment, no default or
Event of Default under the Agreement has occurred and is continuing.
2.6.	No Material Adverse Effect.  Other than as disclosed to the
Agent and the Lenders prior to the date hereof, no event or circumstance has
occurred since January 1, 1999 which constitutes a Material Adverse Effect
after giving effect to this Fifth Amendment.
30	Conditions; Effectiveness.  The effectiveness of this Fifth
Amendment shall be subject to the compliance by the Borrower with its agreements
herein contained, and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent:
3.1.	Corporate Resolutions.  A copy of a resolution or resolutions
passed by the Board of Directors of the Borrower, certified by the Secretary or
an Assistant Secretary of the Borrower as being in full force and effect on the
date hereof, authorizing the amendments to the Agreement herein provided for and
the execution, delivery and performance of this Fifth Amendment and any note or
other instrument or agreement required hereunder.
3.2.	Authorized Signatories.  A certificate, signed by the
Secretary or an Assistant Secretary of the Borrower dated the date hereof, as to
the incumbency of the person or persons authorized to execute and deliver this
Fifth Amendment and any instrument or agreement required hereunder on behalf of
the Borrower.
3.3.	Opinion.  An opinion of outside counsel to the Borrower
stating to the effect that the execution and performance of this Fifth Amendment
does not constitute or result in a breach of the 7.09% Series A Senior Notes Due
October 28, 2004 or the 7.25% Series B Senior Notes Due October 28,
2007.
3.4.	Amendment Fee. An Amendment Fee for the account of each Lender
approving this Fifth Amendment prior to 5:00 p.m. (Los Angeles time) on
September 30, 1999, equal to .625% of such Lender's Commitment.
3.5.	Attorney's Fees.  Payment of all fees and expenses of the
Agent's outside and in-house counsel invoiced to the Borrower.
3.6.	Other Evidence.  Such other evidence with respect to the
Borrower or any other person as any Lender may reasonably request to establish
the consummation of the transactions contemplated hereby, the taking of all
corporate action in connection with this Fifth Amendment and the Agreement and
the compliance with the conditions set forth herein.
40	Miscellaneous.
4.1.	Effectiveness of the Agreement.  Except as hereby expressly
amended, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.
4.2.	Acknowledgment of Obligations.  The Borrower hereby (a)
confirms and agrees, on behalf of itself and each of its Subsidiaries, that it
and they are indebted to the Agent and the Lenders for all amounts due and owing
under the Agreement and the other Loan Documents without defense, offset or
counterclaim of any kind whatsoever and (b) reaffirms and admits, on behalf of
itself and each of its Subsidiaries, the validity and enforceability of the
Agreement and the other Loan Documents.
4.3.	Effectiveness of Agreement and Loan Documents.


(a)	Except as expressly amended hereby, the Loan Parties agree that
each provision of the Agreement and each provision of each other Loan Document
shall continue to be and shall remain, in full force and effect.  This Fifth
Amendment shall not be deemed or otherwise construed (a) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Agreement or any other Loan Document, (b) except as set forth herein, to be
a commitment or any other undertaking by the Lenders or any of them to engage in
any restructuring of any aspect of the Agreement or the Loan Documents, (c) to
constitute any obligation to further amend or otherwise modify the Agreement or
any Loan Document or (d) to prejudice any other right or rights which the Agent
or the Lenders may now have or may have in the future under or in connection
with the Agreement or the Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended or modified from time to
time.
(b)	This Fifth Amendment is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver of any other right, power or
privilege under the Agreement, or under any agreement, contract, indenture,
document or instrument mentioned in the Agreement; nor does it preclude any
exercise of such other right, power or privilege or the exercise of any other
right, power or privilege, nor shall any future waiver of any right, power,
privilege or default hereunder, or under any agreement, contract, indenture,
document or instrument mentioned in the Agreement, constitute a waiver of any
other default of the same or of any other term or provision.


4.4.	Counterparts.  This Fifth Amendment may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.  This Fifth Amendment shall
not become effective until each Loan Party, the counterparts, and the same shall
have been delivered to the Agent.
4.5.	Jurisdiction.  This Fifth Amendment, and any instrument or
agreement required hereunder, shall be governed by and construed under the laws
of the State of California.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Amendment to be duly executed and delivered as of the date first written
above.












BORROWER:
SUNRISE MEDICAL, INC.,
as Borrower and as a Guarantor
By:________________________________
Xxx X. Xxxxxx 
Senior Vice President and
Chief Financial Officer
GUARANTORS:
DYNAVOX SYSTEMS, INC.
SUNMED FINANCE INC.
SUNRISE MARIN HOLDINGS INC.
SUNRISE MEDICAL CCG INC.
SUNRISE MEDICAL HHG INC.
By:________________________________
Xxx X. Xxxxxx
Treasurer
BANK OF AMERICA, N.A., as Agent
By:________________________________
Name:______________________________
Title:_____________________________
BANK OF AMERICA, N.A., as a Lender
By:________________________________
Name:______________________________
Title:_____________________________













ABN AMRO BANK NV Los Angeles International Branch 
By:________________________________
Name:______________________________
Title:_____________________________

UNION BANK OF CALIFORNIA, N.A.
By:________________________________
Name:______________________________
Title:_____________________________

XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:________________________________
Name:______________________________
Title:_____________________________

DEUTSCHE BANK AG, New York Branch and/or Cayman Islands Branch
By:________________________________
Name:______________________________
Title:_____________________________
By:________________________________
Name:______________________________
Title:_____________________________

PNC BANK, NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_____________________________

SCHEDULE 1.01(b)
COMMITMENTS AND PRO RATA SHARES

Lender
 
Revolving
Commitment
 
Term 
Commitment
 
Pro Rata
Share 

 
Bank of America, N.A.
 
$29,909,090.90
  
$17,090,909.10
  
42.727272727%

 
ABN AMRO Bank N.V.
 
12,727,272.73
  
7,272,727.27
  
18.181818182%

 
Union Bank of California, N.A.
 
10,181,818.18
  
5,818,181.82
  
14.545454545%

 
Deutsche Bank AG
 
5,727,272.73
  
3,272,727.27
  
8.181818182%

 
Xxxxxx Guaranty Trust Company of New York
 
5,727,272.73
  
3,272,727.27
  
8.181818182%

 
PNC Bank, National Association
 
5,727,272.73
  
3,272,727.27
  
8.181818182%

 
TOTAL
 
$70,000,000.00
  
$40,000,000.00
  
100.000000000%