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                                                                    EXHIBIT 10-D


                       SIXTH AMENDMENT TO LOAN AGREEMENT

         This SIXTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of September 6, 1995, by and among FOXMEYER HEALTH CORPORATION
(f/k/a National Intergroup, Inc.) ("Borrower"), a Delaware corporation, the
Banks identified on the signature pages hereof ("Banks") and BANQUE PARIBAS, a
bank organized under the laws of the Republic of France, as Agent for Banks
("Agent").

                                   RECITALS:

         a.               Pursuant to that certain Loan Agreement dated as of
                 January 13, 1994, by and among Borrower, Banks and Agent, as
                 amended by that certain (i) First Amendment to Loan Agreement
                 dated as of January 13, 1994, (ii) Second Amendment to Loan
                 Agreement dated as of September 6, 1994, (iii) Third Amendment
                 Agreement dated as of October 12, 1994, (iv) Fourth Amendment
                 to Loan Agreement dated as of December 19, 1994 and (v) Fifth
                 Amendment to Loan Agreement dated as of March 22, 1995 (as the
                 same may be further amended, renewed, extended, restated or
                 otherwise modified from time to time, the "Agreement"), Banks
                 agreed to provide to Borrower a revolving credit and letter of
                 credit facility in the maximum aggregate principal amount of
                 $15,000,000.

         b.               The indebtedness of Borrower to the Banks pursuant to
                 the Agreement is evidenced by (i) a Promissory Note dated
                 February 22, 1994, in the maximum original principal amount of
                 $10,000,000 made by Borrower and payable to the order of
                 Banque Paribas, and (ii) a Promissory Note dated February 22,
                 1994, in the maximum original principal amount of $5,000,000
                 made by Borrower and payable to the order of Credit Lyonnais
                 New York Branch (as amended, renewed, extended, restated,
                 replaced or supplemented from time to time, whether by one or
                 more other promissory notes or otherwise and whether payable
                 to the Banks identified above or their successors or assigns,
                 the "Notes").

         c.               Effective as of October 12, 1994, Borrower changed
                 its name from "National Intergroup, Inc." to "FoxMeyer Health
                 Corporation."

         d.               The Obligations (as such term is defined in the
                 Agreement) are secured by security interests evidenced and
                 created by that certain Amended and
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                 Restated Pledge and Security Agreement dated as of October 12,
                 1994, by and between Borrower and Agent (the "Original
                 Security Agreement") as amended by that certain First
                 Amendment to Amended and Restated Pledge and Security
                 Agreement dated as of March 22, 1995 (as the same may be
                 further amended, renewed, extended, restated or otherwise
                 modified from time to time, the "Security Agreement")
                 presently covering, in part, 150 shares of common stock of
                 FoxMeyer Corporation ("FoxMeyer"), which shares of common
                 stock of FoxMeyer, as a result of a reduction from 28,200,000
                 to 1,000 in the number of shares of common stock that FoxMeyer
                 is authorized to issue, were issued on or about March 17,
                 1995, in replacement of the 4,000,000 shares of FoxMeyer owned
                 by Borrower and pledged to Agent pursuant to the Original
                 Security Agreement.

         e.               Borrower desires to engage in certain other
                 transactions and, in connection therewith, Borrower, Agent and
                 Banks now desire to further amend the Agreement as herein set
                 forth.

                                  AGREEMENTS:

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

                 i.               Terms Defined.  Unless otherwise defined in
                          this Amendment, each capitalized term used in this
                          Amendment has the meaning given to such term in the
                          Agreement (as amended by this Amendment).

                 ii.              Amendments to Section 1.2 of the Agreement.
                          (a) Effective as of the date hereof, the following
                          new term and the definition thereof are hereby added
                          toSection 1.2 of the Agreement, which term shall
                          appear in alphabetical order:

                 "'Credit Lyonnais Loan' means the loan in the original
         principal amount of $20,000,000 made by Credit Lyonnais New York
         Branch to Borrower in accordance with the Credit  Lyonnais Loan
         Agreement."

         (b)     Effective as of the date hereof, the following new term and
the definition thereof  are hereby added to Section 1.2 of the Agreement, which
term shall appear in alphabetical order:




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                 "'Credit Lyonnais Loan Agreement' means that certain Credit
         Agreement dated as of September 6, 1995, by and between Borrower and
         Credit Lyonnais New York Branch."

         (c)     Effective as of the date hereof, clause (h) of the definition
of the term "Permitted Liens" in Section 1.2 of the Agreement is hereby amended
and restated to read in its entirety as follows:

                 "(h) Liens affecting up to 160 shares of FoxMeyer Stock, other
         than the Collateral, securing the FoxMeyer/NII Loan Facility, and
         Liens affecting up to 17 shares of FoxMeyer Stock, other than the
         Collateral;".

         (d)     Effective as of the date hereof, clause (i) of the definition
of the term "Permitted Liens" in Section 1.2 of the Agreement is hereby amended
and restated to read in its entirety as follows:

                 "(i) Liens affecting (A) Borrower's interest in the PMLLC and
         (B) the lesser of (i) up to 300 shares of FoxMeyer Stock, other than
         the Collateral, or (ii) the number of issued and outstanding shares of
         FoxMeyer Stock which are not and are not required to be pledged as
         Collateral in accordance with Section 3.1(a), in each case (i.e., as
         to each ofclauses (A) and (B) preceding) securing the Credit Lyonnais
         Loan, provided, however, that the number of such shares of FoxMeyer
         Stock so pledged as security for the Credit Lyonnais Loan shall be the
         minimum number of such shares as determined in accordance with
         Sections 2.4 and 4.1(a) of the Credit Lyonnais Loan Agreement;".

         (e)     Effective as of the date hereof, clause (l) of the definition
of the term "Permitted Liens" in Section 1.2 of the Agreement is hereby amended
and restated to read in its entirety as follows:

                 "(l) Liens affecting Margin Stock, other than the Collateral,
         owned by Borrower securing the Credit Lyonnais Loan or other
         Indebtedness permitted in accordance withSection 6.2(a);".

         (f)     Effective as of the date hereof, the following new term and
the definition thereof are hereby added to Section 1.2 of the Agreement, which
term shall appear in alphabetical order:





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                 "'PMLLC' means Hamilton Morgan L.L.C. (f/k/a Robert Haft
         Group/Phar-Mor L.L.C.), a Delaware limited liability company."

         (g)     Effective as of the date hereof, the following new term and
the definition thereof are hereby added to Section 1.2 of the Agreement, which
term shall appear in alphabetical order:

                 "'PMLLC Agreement' means the Amended and Restated Limited
         Liability Company Agreement of Robert Haft Group/Phar-Mor L.L.C. dated
         May 5, 1995, by and among Robert M. Haft, Mary Z. Haft and Borrower."

                 iii.             Amendment to Section 6.2(a) of the Agreement.
                          Effective as of the date hereof, Section 6.2(a) of
                          the Credit Agreement is hereby amended and restated
                          to read in its entirety as follows:

                 "(a)     Limitation on Indebtedness.  Any Indebtedness for
         borrowed money incurred by Borrower, other than Indebtedness arising
         under this Agreement, shall either be (i) unsecured or (ii) secured
         only by Permitted Liens referred to in clauses (a), (g), (h), (i),
         (j), (k) or (l) of the definition of such term.  The aggregate of all
         Funded Debt, exclusive of (A) the Indebtedness evidenced by the Notes,
         (B) the Indebtedness of Borrower pursuant to the FoxMeyer/NII Loan
         Facility not to exceed $30,000,000, (C) the Indebtedness of Borrower
         pursuant to the Riverside Loan, (D) the Weirton Liabilities, (E) the
         Indebtedness of Borrower incurred in connection with investments by
         any Real Estate Partnership to the extent that such Indebtedness is
         wholly nonrecourse to Borrower and (F) the Indebtedness of Borrower
         pursuant to the Credit Lyonnais Loan Agreement not to exceed
         $20,000,000, shall not exceed $20,000,000 at any time outstanding."

                 iv.              Amendment to Section 6.2(c) of the Agreement.
                          Effective as of the date hereof, subclause (B) of
                          clause (iii) of Section 6.2(c) of the Agreement is
                          hereby amended and restated to read in its entirety
                          as follows:

                 "(B) the aggregate amount of such purchases (1) during the
         term of this Agreement does not exceed $41,000,000 and (2) after
         September 6, 1995, does not relate to more than 562,700 shares of
         common stock of Borrower,".





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                 v.               Amendment to Section 6.2(d).  Effective as of
                          the date hereof, Section 6.2(d) of the Agreement is
                          hereby amended and restated to read in its entirety
                          as follows:

                 "(d)     Acquisitions.  Neither Borrower, any Subsidiary of
         Borrower (other than FoxMeyer and Ben Franklin) nor any group of which
         Borrower or such Subsidiary is a member shall become the beneficial
         owner of Securities representing five percent or more of the combined
         voting power of the then-outstanding voting securities of an issuing
         entity, other than currently existing Subsidiaries of Borrower, that
         has a class of Securities registered with the SEC pursuant to Section
         12 of the Exchange Act; provided, however, that (i) in accordance with
         that certain waiver letter dated March 7, 1994, executed by Banks (the
         March 7, 1994 Waiver Letter'), Borrower may acquire voting Securities
         of SysteMed, Inc. subject to continued satisfaction of the conditions
         specified in the March 7, 1994 Waiver Letter, (ii) in accordance with
         that certain waiver letter dated June 10, 1994, executed by Banks (the
         June 10, 1994 Waiver Letter'), Borrower may acquire the 'Convertible
         Debenture' and the 'UNSI Conversion Shares' subject to continued
         satisfaction of the conditions specified in the June 10, 1994 Waiver
         Letter, (iii) in accordance with the PMLLC Agreement and the
         Subscription Agreement executed by Borrower during May 1995 and
         accepted by PMLLC, Borrower may acquire a 69.80% limited liability
         company interest in PMLLC for $29,000,000 in cash, (iv) in accordance
         with that certain Stock Purchase Agreement dated April 21, 1995, by
         and among PMLLC and certain secured creditors of Phar-Mor, Inc.
         ("PM"), PMLLC may acquire 3,750,000 shares of common stock of PM for
         $30,000,000 in cash, which number of such shares constitutes
         approximately 31% of the common capital stock of PM, and (v)
         substantially in accordance with the terms set forth in that certain
         letter dated July 19, 1995, from Borrower to Agent, Borrower may, in
         consideration of its making a $500,000 short-term, convertible secured
         bridge loan to CST Entertainment, Inc. ('CST'), acquire warrants to
         purchase 750,000 shares of common stock of CST, which number of such
         shares, when combined with the potential number of shares into which
         the bridge loan may convert, may represent up to approximately 6.25%
         of the total number of shares of capital stock of CST issued and
         outstanding.  For purposes of thisSection 6.2(d), the term 'group'
         shall mean as defined in Rule 13d-5 promulgated under the Exchange Act
         and the term 'beneficial owner' shall mean as defined in Rule 13d-3
         promulgated under the Exchange Act."





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                 vi.              Amendments relating to Distribution of Ben
                          Franklin Shares.  In connection with the anticipated
                          distribution to the holders of Borrower's common
                          stock of approximately 50% of the total number of
                          shares of common stock of Ben Franklin issued and
                          outstanding, effective as of the date hereof:

         (a)     the reference to "December 31, 1994" contained in clause (vii)
of Section 6.2(c) is hereby amended to mean "December 31, 1995";

         (b)     clause (ii) of Section 6.2(g) is hereby amended and restated
to read in its entirety as follows:

                 "(ii) sell, transfer, assign, encumber or otherwise dispose
         of, or create or allow to be created or to otherwise exist, any Lien
         upon, any of its other Assets (i.e., Assets other than Collateral or
         capital stock of FoxMeyer) except for Permitted Liens, sales of such
         other assets for full and fair consideration made in the ordinary
         course of business or otherwise consistent with prudent business
         practices, sales of capital stock of Consolidated Subsidiaries other
         than FoxMeyer for full and fair consideration and distribution of
         shares of common stock of Ben Franklin by Borrower to the shareholders
         of Borrower in accordance with clause (vii) of Section 6.2(c)";

         (c)     at such time as Borrower no longer owns 50% or more of the
issued and outstanding shares of capital stock of Ben Franklin, the definition
of the term "Major Subsidiaries" in Section 1.2 is amended to delete reference
therein to "Ben Franklin"; and

         (d)     at such time as Borrower no longer owns 50% or more of the
issued and outstanding shares of capital stock of Ben Franklin, Sections 6.3(e)
and 6.3(g) are amended to delete references therein to "Ben Franklin".

                 vii.             Amendment to Section 8.1 of the Agreement.
                          Effective as of the date hereof, a new Section 8.1(o)
                          is hereby added to the Agreement as an additional
                          Event of Default, which Section 8.1(o) shall read in
                          its entirety as follows:

                 "(o)     Credit Lyonnais Default.  The occurrence of a Default
         as such term is defined in the Credit Lyonnais Loan Agreement."


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                 viii.            Effect of this Amendment.  The Loan Documents
                          (including, without limitation, the Agreement as
                          amended by this Amendment) shall remain in full force
                          and effect except that any reference in any Loan
                          Documents to the Agreement shall be deemed to refer
                          the Agreement as amended by this Amendment.

                 ix.              Conditions Precedent.  The effectiveness of
                          this Amendment is subject to the satisfaction of the
                          following conditions precedent:

         (a)     Agent shall have received all of the following, each dated
(unless otherwise indicated) the date of this Amendment, in form and substance
satisfactory to Agent:

                      (i)         Borrower Resolutions.  Resolutions of the
         Board of Directors of Borrower certified by its Secretary or an
         Assistant Secretary which authorize the execution, delivery and
         performance by Borrower of this Amendment and the other Loan Documents
         to which Borrower is or is to be a party hereunder;

                      (ii)        Opinion of Counsel.  A favorable opinion of
         legal counsel to Borrower as to (A) the authorization, execution and
         delivery of this Amendment and (B) such other matters as Agent may
         reasonably request, in form and substance satisfactory to Agent;

                    (iii)         Additional Information.  Agent shall have
         received such additional documents, instruments and information as
         Agent or its legal counsel, Jenkens & Gilchrist, a Professional
         Corporation, may request; and

                    (iv)        Amendment Fee.  An amendment fee in the amount
         of $50,000.

         (b)     The representations and warranties contained herein and in all
other Loan Documents, as amended hereby, shall be true and correct as of the
date hereof as if made on the date hereof;

         (c)     No Event of Default shall have occurred and be continuing and
no event or condition shall have occurred that with the giving of notice or
lapse of time or both would be an Event of Default; and

         (d)     All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all other agreements,
documents, instruments executed and/or





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delivered pursuant hereto and all legal matters incident thereto, shall be
satisfactory to Agent and its legal counsel, Jenkens & Gilchrist, a
Professional Corporation.

                 x.               Representations and Warranties.  Borrower
                          hereby represents and warrants to Agent and Banks
                          that, as of the date of and after giving effect to
                          this Amendment, (a) all representations and
                          warranties set forth in the Agreement are true and
                          correct as if made again on and as of such date
                          (except to the extent that such representations and
                          warranties were expressly, in the Agreement, made
                          only in reference to a specific date), (b) no Default
                          or Event of Default has occurred and is continuing,
                          and (c) the Agreement, the Notes, the Security
                          Documents and the other Loan Documents (as amended by
                          this Amendment) are and remain legal, valid, binding
                          and enforceable obligations of Borrower.

                 xi.              Phar-Mor Write-Down.  Reference is made to
                          the definition of "EBITDA" in Section 1.2 of the
                          Agreement and, more specifically, to clause (a) of
                          such definition which reads as follows:  "(a) income
                          (or deficit) before provision for income taxes for
                          such period (excluding (i) extraordinary gains and
                          losses and (ii) to the extent not already deducted,
                          income attributable to minority interests in
                          subsidiaries for such period) . . .".  Borrower and
                          Banks hereby agree that, for purposes of calculating
                          EBITDA for the fiscal year ended March 31, 1995, the
                          $28,767,000 charge to income as a result of a
                          write-down of FoxMeyer's pre-bankruptcy Phar-Mor
                          receivable and associated costs to administer the
                          claim shall be deemed an extraordinary loss and shall
                          therefore be excluded for purposes of calculating
                          EBITDA under the Agreement during such period.

                 xii.             GOVERNING LAW.  THIS AMENDMENT AND THE OTHER
                          LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN
                          ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND
                          APPLICABLE U.S. FEDERAL LAWS.

                 xiii.            Counterparts.  This Amendment may be executed
                          in any number of counterparts, all of which when
                          taken together shall constitute one agreement, and
                          any of the parties hereto may execute this Amendment
                          by signing any such counterpart.





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                 xiv.             NO ORAL AGREEMENTS.  THIS AMENDMENT, TOGETHER
                          WITH THE AGREEMENT AND THE OTHER LOAN DOCUMENTS AS
                          WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN AND
                          AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED
                          BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
                          ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
                          UNWRITTEN ORAL AGREEMENTS BETWEEN (A) BORROWER AND
                          (B) AGENT OR ANY BANK.

                 xv.              Agreement Remains in Effect; No Waiver.
                          Except as expressly provided herein, all terms and
                          provisions of the Loan Documents shall remain
                          unchanged and in full force and effect and are hereby
                          ratified and confirmed.  No waiver by Agent or any
                          Bank of any Default or Event of Default shall be
                          deemed to be a waiver of any other Default or Event
                          of Default.  No delay or omission by Agent or any
                          Bank in exercising any power, right or remedy shall
                          impair such power, right or remedy or be construed as
                          a waiver thereof or an acquiescence therein, and no
                          single or partial exercise of any such power, right
                          or remedy shall preclude other or further exercise
                          thereof or the exercise of any other power, right or
                          remedy under the Agreement, the Loan Documents or
                          otherwise.

                 xvi.             Payment of Costs, Fees and Expenses.
                          Borrower shall promptly pay any and all costs, fees
                          and expenses paid or incurred by Agent incident to
                          this Amendment (including, without limitation, the
                          fees and expenses of counsel to Agent).  Concurrently
                          herewith, Borrower shall pay to Agent, for the pro
                          rata benefit of Banks, an amendment fee of $50,000.





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         IN WITNESS WHEREOF, Borrower, Agent and Banks have caused this
Amendment to be executed and delivered by their duly authorized officers
effective as of the date first above written.


                                        BORROWER:
                                         
                                        
                                        FOXMEYER HEALTH CORPORATION,
                                         (f/k/a National Intergroup, Inc.)
                                        
                                        
                                        By:                                    
                                            -----------------------------------
                                        Name:                                  
                                              ---------------------------------
                                        Title:                                 
                                               --------------------------------
                                        
                                        
                                        AGENT:
                                        
                                        
                                        BANQUE PARIBAS, as Agent for Banks
                                        
                                        
                                        By:                                    
                                            -----------------------------------
                                        Name:                                  
                                              ---------------------------------
                                        Title:                                 
                                               --------------------------------
                                        
                                        
                                        
                                        By:                                    
                                            -----------------------------------
                                        Name:                                  
                                              ---------------------------------
                                        Title:                                 
                                               --------------------------------


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                                        BANKS:
                                         
                                        
                                        BANQUE PARIBAS
                                        
                                        
                                        By:                                    
                                            -----------------------------------
                                        Name:                                  
                                              ---------------------------------
                                        Title:                                 
                                               --------------------------------
                                        
                                        
                                        
                                        By:                                    
                                            -----------------------------------
                                        Name:                                  
                                              ---------------------------------
                                        Title:                                 
                                               --------------------------------
                                        
                                        
                                        CREDIT LYONNAIS NEW YORK BRANCH
                                        
                                        
                                        By:                                    
                                            -----------------------------------
                                        Name:                                  
                                              ---------------------------------
                                        Title:                                 
                                               --------------------------------


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