EXHIBIT 10-X

                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT



          THIS  FIRST  AMENDMENT  TO  CREDIT  AGREEMENT  is made and dated as of
September 30, 1999 (the "First Amendment") among BERGEN BRUNSWIG DRUG COMPANY, a
California  corporation  (the  "Borrower"  or "Bergen  Drug"),  BERGEN  BRUNSWIG
CORPORATION,  a New Jersey  corporation  (the  "Parent"),  PHARMERICA,  INC.,  a
Delaware corporation  ("PharMerica";  PharMerica, the Parent and Bergen Drug are
collectively  called the  "Borrowers"),  the  Lenders  party to the  Amended and
Restated  Credit  Agreement  referred to below,  and BANK OF  AMERICA,  NATIONAL
ASSOCIATION,  a  national  banking  association,  as  Administrative  Agent (the
"Agent"),  and amends that certain Credit  Agreement  dated as of April 23, 1999
(as amended or modified from time to time, the "Credit Agreement").

                                    RECITALS

          WHEREAS,  the  Borrowers  have  requested the Agent and the Lenders to
amend the Credit Agreement to provide that up to $300,000,000 of receivables may
be sold  in a  Permitted  Receivables  Transaction  (as  defined  in the  Credit
Agreement),  and the Agent and the Required Lenders are willing to do so, on the
terms and conditions specified 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
Credit Agreement unless otherwise  defined herein.  All references to the Credit
Agreement shall mean the Credit Agreement as hereby amended.

          2.  Amendment.  The Borrowers,  the Agent and the Lenders hereby agree
that the definition of the term "Permitted Receivables  Transaction" in Schedule
I to the Credit  Agreement shall be amended and restated to read in its entirety
as follows:

               "Permitted  Receivables  Transaction"  means any agreement of the
     Parent  or  any of its  Subsidiaries  providing  for  sales,  transfers  or
     conveyances of up to  $300,000,000  of  receivables  purporting to be sales
     (and considered sales under GAAP).

          3.  Representations  and Warranties.  The Borrowers each represent and
warrant to the Agent and the Lenders  that,  on and as of the date hereof and as
of the date the  conditions  set  forth in  Section 4  hereof  shall  have  been
satisfied, and after giving effect to this First Amendment:

<PAGE>

          3.1 Authorization.  The execution, delivery and performance by each of
the Borrowers of this First  Amendment has been duly authorized by all necessary
corporate  action  by each of  them,  and this  First  Amendment  has been  duly
executed and delivered by the Borrowers.

          3.2 Binding  Obligation.  This First Amendment  constitutes the legal,
valid and binding obligations of the Borrowers, enforceable against each of them
respectively in accordance with its terms.

          3.3 No Legal Obstacle to First Amendment. The execution,  delivery and
performance  of  this  First  Amendment  will  not  (a) contravene  the  Organic
Documents of any of the Borrowers;  (b) constitute a breach or default under any
contractual  restriction  or  violate  or  contravene  any  law or  governmental
regulation or court decree or order binding on or affecting any of the Borrowers
which  individually or in the aggregate does or could  reasonably be expected to
have a Materially  Adverse Effect;  or (c) result in, or require the creation or
imposition  of,  any  Lien  on  any  Borrower's   properties.   No  approval  or
authorization of any  governmental  authority or regulatory body or other Person
is required to permit the execution, delivery or performance by the Borrowers of
this First Amendment, or the transactions contemplated hereby.

          3.4 Incorporation of Certain Representations.  The representations and
warranties of the Borrowers set forth in Article VI of the Credit  Agreement are
true and correct in all  respects on and as of the date hereof as though made on
and as of the  date  hereof,  except  as to such  representations  made as of an
earlier specified date.

          3.5  Default.  No  Default  or Event of Default  has  occurred  and is
continuing.

          4.  Conditions,   Effectiveness.   The  effectiveness  of  this  First
Amendment  shall be  subject  to the  compliance  by the  Borrowers  with  their
agreements herein contained, and the following:

          4.1  Counterparts.  The delivery to the Agent of  counterparts of this
First Amendment executed by the Borrowers, the Required Lenders and the Agent.

          4.2  Resolutions,  etc. The Agent shall have received from each of the
Borrowers  a  certificate,  dated as of the date  hereof,  of its  Secretary  or
Assistant Secretary as to:

               (a)  resolutions of its Board of Directors then in full force and
     effect  authorizing  the  execution,   delivery  and  performance  of  this
     Agreement and each other Credit Document to be executed by it; and

<PAGE>

               (b) the  incumbency  and  signatures  of  those  of its  officers
     authorized  to act with  respect to this  Agreement  and each other  Credit
     Document executed by it,

upon which  certificate  each Lender may  conclusively  rely until it shall have
received a further  certificate  of the  Secretary or an Assistant  Secretary of
each of the Borrowers canceling or amending such prior certificate.

          4.3 Other  Evidence.  The delivery to the Agent of such other evidence
with respect to the Borrowers or any other person as the Agent or any Lender may
reasonably  request in connection  with this First  Amendment and the compliance
with the conditions set forth herein.

          5. Miscellaneous.

          5.1  Effectiveness  of the Credit  Agreement and the Notes.  Except as
hereby expressly amended,  the Credit Agreement,  the Notes and the other Credit
Documents  shall each remain in full force and effect,  and are hereby  ratified
and confirmed in all respects on and as of the date hereof.

          5.2 Waivers.  This First  Amendment  is limited  solely to the matters
expressly  set forth  herein and is  specific in time and in intent and does not
constitute,  nor should it be  construed  as, a waiver or amendment of any other
term or condition, right, power or privilege under the Credit Agreement or under
any agreement,  contract,  indenture,  document or instrument mentioned therein;
nor does it  preclude  or  prejudice  any  rights  of the  Agent or the  Lenders
thereunder, or any exercise thereof or the exercise of any other right, power or
privilege,  nor shall it require  any of the  Lenders to agree to an  amendment,
waiver or consent for a similar transaction on a future occasion,  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 Credit
Agreement,  constitute a waiver of any other right, power,  privilege or default
of the same or of any other term or provision.

          5.3  Counterparts.  This First 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 First  Amendment shall not become
effective  until the  Borrowers,  the Agent and the Required  Lenders shall have
signed a copy  hereof,  the same shall have been  delivered to the Agent and the
conditions set forth in Section 5 hereof shall have been satisfied.

          5.4  Governing  Law.  This First  Amendment  shall be  governed by and
construed in accordance with the laws of the State of New York.

<PAGE>

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

                                             BERGEN BRUNSWIG DRUG COMPANY


                                             By:  /s/ Eric J. Schmitt
                                             Name:  Eric J. Schmitt
                                             Title: V.P. Finance & Treasurer



                                             BERGEN BRUNSWIG CORPORATION


                                             By:  /s/ Eric J. Schmitt
                                             Name:  Eric J. Schmitt
                                             Title: V.P. Finance & Treasurer



                                             PHARMERICA, INC.


                                             By:  /s/ Eric J. Schmitt
                                             Name:  Eric J. Schmitt
                                             Title: V.P. Finance & Treasurer



                                             BANK OF AMERICA,
                                             NATIONAL ASSOCIATION,
                                             as Administrative Agent


                                             By:/s/Gina Meador
                                             Name:Gina Meador
                                             Title:Vice President


                                             By: /s/Vanessa Sheh Meyer
                                             Name:Vanessa Sheh Meyer
                                             Title:Managing Director

<PAGE>

                                             BANK OF AMERICA,
                                             NATIONAL ASSOCIATION


                                             By:
                                             Name:
                                             Title:


                                             THE CHASE MANHATTAN BANK


                                             By:/s/Dawn Lee Lum
                                             Name:Dawn Lee Lum
                                             Title:Vice President



                                             WACHOVIA BANK, N.A.


                                             By:/s/Eero Maki
                                             Name:Eero Maki
                                             Title:Vice President



                                             ABN AMRO BANK N.V.


                                             By: /s/Paul K. Stimpel
                                             Name:Paul K. Stimpel
                                             Title:Group Vice President


                                             By: /s/Shikha Rehman
                                             Name:Shikha Rehman
                                             Title:Vice President


                                             BANK OF MONTREAL


                                             By:
                                             Name:
                                             Title:

<PAGE>

                                             FIRST UNION NATIONAL BANK


                                             By:/s/Anthony D. Braxton
                                             Name:Anthony D. Braxton
                                             Title:Vice President



                                             BANCA NAZIONALE DEL
                                             LAVORO S.p.A. - NEW YORK
                                             BRANCH


                                             By:
                                             Name:
                                             Title:



                                             BANCA POPULAR DE PUERTO RICO


                                             By:
                                             Name:
                                             Title:



                                             BANK OF HAWAII


                                             By: /s/Scott R. Nahme
                                             Name:Scott R. Nahme
                                             Title:Vice President



                                             THE BANK OF NEW YORK


                                             By:/s/Rebecca K. Levine
                                             Name:Rebecca K. Levina
                                             Title:Vice President

<PAGE>

                                             THE BANK OF NOVA SCOTIA


                                             By: /s/R.P. Reynolds
                                             Name:R.P. Reynolds
                                             Title:Relationship Manager



                                             FLEET NATIONAL BANK


                                             By:
                                             Name:
                                             Title:



                                             MELLON BANK, N.A.


                                             By:
                                             Name:
                                             Title:



                                             NATIONAL CITY BANK OF PENNSYLVANIA


                                             By:
                                             Name:
                                             Title:

<PAGE>

                                             THE NORTHERN TRUST COMPANY


                                             By:/s/ David J. Mitchell
                                             Name:David J. Mitchell
                                             Title:Vice President



                                             SUNTRUST BANK, CENTRAL
                                             FLORIDA, N.A.


                                             By:/s/Richard A. Anderson, Jr.
                                             Name:Richard A. Anderson, Jr.
                                             Title:Vice President



                                             WELLS FARGO BANK, N.A.


                                             By:/s/Donald A. Hartmann
                                             Name:Donald A. Hartmann
                                             Title:Sr. Vice President


                                             By:/s/Catherine M. Wallace
                                             Name:Catherine M. Wallace
                                             Title:Vice President


                                             THE FIFTH THIRD BANK


                                             By:/s/Megan S. Heisel
                                             Name:Megan S. Heisel
                                             Title:Asst. Cashier



                                             BANCA DI ROMA-SAN FRANCISCO


                                             By:/s/Richard G. Dietz
                                             Name:Richard G. Dietz
                                             Title:


                                             By:/s/Thomas C. Woodruff
                                             Name:Thomas C. Woodruff
                                             Title:

<PAGE>

                                             VIA BANQUE


                                             By:
                                             Name:
                                             Title:

<PAGE>


                               SECOND AMENDMENT TO
                                CREDIT AGREEMENT


          THIS  SECOND  AMENDMENT  TO CREDIT  AGREEMENT  is made and dated as of
December 13, 1999 (the "Second Amendment") among BERGEN BRUNSWIG DRUG COMPANY, a
California  corporation  ("Bergen  Drug"),  BERGEN BRUNSWIG  CORPORATION,  a New
Jersey  corporation  (the "Parent"),  PHARMERICA,  INC., a Delaware  corporation
("PharMerica";  PharMerica,  the Parent and Bergen Drug are collectively  called
the "Borrowers"),  the Lenders party to the Credit Agreement  referred to below,
and BANK OF AMERICA,  NATIONAL ASSOCIATION,  a national banking association,  as
Administrative  Agent (the "Agent"),  and amends that certain  Credit  Agreement
dated as of April 23, 1999, as amended by that certain First Amendment to Credit
Agreement dated as of September 30, 1999 (as so amended or modified from time to
time, the "Credit Agreement").

                                    RECITALS

          WHEREAS,  the  Borrowers  have  requested the Agent and the Lenders to
amend the Credit  Agreement,  and the Agent and the Required Lenders are willing
to do so, on the terms and conditions specified 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
Credit Agreement unless otherwise  defined herein.  All references to the Credit
Agreement shall mean the Credit Agreement as hereby amended.

          2. Amendment. The Borrowers, the Agent and the Lenders hereby agree as
follows:

          2.1. Amendments to Schedule I.

               (a) The definition of the term "EBIT" in Schedule I to the Credit
     Agreement shall be amended and restated to read in its entirety as follows:

               "EBIT" means, for any period, consolidated earnings of the Parent
     and its Subsidiaries for such period before interest and taxes  (including,
     without limitation and without duplication, all interest paid by the Parent
     under  its  subordinated  debt  securities  issued  to the  Trusts  and all
     payments by the Parent of dividends and  distributions  with respect to the
     Guaranteed  Preferred  Securities),  before up to  $93,000,000  of  certain

<PAGE>

     non-cash  charges  taken  by the  Borrower  in its  Fiscal  Quarter  ending
     September 30,  1998,  before up to $53,700,000  of one-time,  non-recurring
     charges taken in its Fiscal Quarter ending September 30, 1999 in connection
     with the  write-down  of  certain  accounts  receivable,  and  before up to
     $50,000,000  of   extraordinary,   non-cash  charges  in  any  Fiscal  Year
     thereafter associated with acquisitions.

          (b) The definition of the term "Permitted Receivables  Transaction" in
Schedule I to the Credit  Agreement shall be amended and restated to read in its
entirety as follows:

               "Permitted  Receivables  Transaction"  means (i) any agreement of
     the Parent or any of its  Subsidiaries  providing  for sales,  transfers or
     conveyances  of  receivables  purporting  to be sales that do not  provide,
     directly or indirectly, for recourse against the seller of such receivables
     (or against any of such  seller's  Affiliates)  by way of a guaranty or any
     other  support  arrangement,  with  respect to the  collectibility  of such
     receivables  (based on the  financial  condition  or  circumstances  of the
     obligor  thereunder),  other than such  limited  recourse as is  reasonable
     given market  standards for  transactions  of a similar  type,  taking into
     account such factors as  historical  bad debt loss  experience  and obligor
     concentration levels;  provided,  that the sum of the net investment of the
     ultimate  purchaser  in such  receivables  and the  amount of  Indebtedness
     outstanding   under  clause  (ii)  hereof  does  not  at  any  time  exceed
     $400,000,000  or (ii)  any  credit  facility  of the  Parent  or any of its
     Subsidiaries  that  is  secured  by  receivables  of  the  Parent  and  its
     Subsidiaries  and  the  proceeds  thereof;  provided,  that  the sum of the
     aggregate  principal  amount of the  Indebtedness  so  secured  and the net
     investment of the ultimate  purchaser  under clause (i) hereof shall not at
     any time exceed  $400,000,000 and provided,  further that the maturity date
     of any such credit facility shall not extend beyond January 31, 2000.

          2.2.  Amendments to Section 7.2.1.  Clause (h) of Section 7.2.1 of the
Credit  Agreement  is hereby  amended and  restated  to read in its  entirety as
follows:

               (h) Indebtedness    in    respect   of  any Permitted Receivables
     Transaction;

          2.3.  Amendments to Section 7.2.3.  Clause (c) of Section 7.2.3 of the
Credit  Agreement  is hereby  amended and  restated  to read in its  entirety as
follows:

          (c) its Interest  Coverage Ratio on the last day of any Fiscal Quarter
set forth below to be less than the ratio set forth opposite such date:

                  Date                                Ratio
         December 31, 1999                           2.25:1.0
         March 31, 2000                              2.10:1.0
         June 30, 2000 and thereafter                3.0:1.0

<PAGE>

          3.  Representations  and Warranties.  The Borrowers each represent and
warrant to the Agent and the Lenders  that,  on and as of the date hereof and as
of the date the  conditions  set  forth in  Section 4  hereof  shall  have  been
satisfied, and after giving effect to this Second Amendment:

          3.1. Authorization. The execution, delivery and performance by each of
the Borrowers of this Second Amendment has been duly authorized by all necessary
corporate  action  by each of them,  and this  Second  Amendment  has been  duly
executed and delivered by the Borrowers.

          3.2. Binding Obligation.  This Second Amendment constitutes the legal,
valid and binding obligations of the Borrowers, enforceable against each of them
respectively in accordance with its terms.

          3.3. No Legal Obstacle to Second  Amendment.  The execution,  delivery
and  performance of this Second  Amendment will not  (a) contravene  the Organic
Documents of any of the Borrowers;  (b) constitute a breach or default under any
contractual  restriction  or  violate  or  contravene  any  law or  governmental
regulation or court decree or order binding on or affecting any of the Borrowers
which  individually or in the aggregate does or could  reasonably be expected to
have a Materially  Adverse Effect;  or (c) result in, or require the creation or
imposition  of,  any  Lien  on  any  Borrower's   properties.   No  approval  or
authorization of any  governmental  authority or regulatory body or other Person
is required to permit the execution, delivery or performance by the Borrowers of
this Second Amendment, or the transactions contemplated hereby.

          3.4. Incorporation of Certain Representations. The representations and
warranties of the Borrowers set forth in Article VI of the Credit  Agreement are
true and correct in all  respects on and as of the date hereof as though made on
and as of the  date  hereof,  except  as to such  representations  made as of an
earlier specified date.

          3.5.  Default.  No  Default or Event of Default  has  occurred  and is
continuing.

          4.  Conditions,   Effectiveness.  The  effectiveness  of  this  Second
Amendment  shall be  subject  to the  compliance  by the  Borrowers  with  their
agreements herein contained, and the following:

          4.1.  Counterparts.  The delivery to the Agent of counterparts of this
Second Amendment executed by the Borrowers, the Required Lenders and the Agent.

<PAGE>

          4.2. Resolutions,  etc. The Agent shall have received from each of the
Borrowers  a  certificate,  dated as of the date  hereof,  of its  Secretary  or
Assistant Secretary as to:

               (a)  resolutions of its Board of Directors then in full force and
     effect  authorizing  the  execution,   delivery  and  performance  of  this
     Agreement and each other Credit Document to be executed by it; and

               (b) the  incumbency  and  signatures  of  those  of its  officers
     authorized  to act with  respect to this  Agreement  and each other  Credit
     Document executed by it,

upon which  certificate  each Lender may  conclusively  rely until it shall have
received a further  certificate  of the  Secretary or an Assistant  Secretary of
each of the Borrowers canceling or amending such prior certificate.

          4.3. Amendment Fees. Payment to the Agent, for the pro rata benefit of
each Lender  approving  this Second  Amendment  on or before 3:00 p.m.,  Eastern
Standard Time, on  December 13,  1999, of an amendment fee in an amount equal to
 .35% of the aggregate  amount of the  Commitments  held by the Lenders that have
executed and delivered  this Second  Amendment by such time;  and payment of all
other fees and expenses of the Agent in  connection  with this Second  Amendment
(including,  without  limitation,  the fees and  expenses  of the counsel to the
Agent).

          4.4. Other Evidence.  The delivery to the Agent of such other evidence
with respect to the Borrowers or any other person as the Agent or any Lender may
reasonably  request in connection with this Second  Amendment and the compliance
with the conditions set forth herein.

          5. Miscellaneous.

          5.1.  Effectiveness of the Credit  Agreement and the Notes.  Except as
hereby expressly amended,  the Credit Agreement,  the Notes and the other Credit
Documents  shall each remain in full force and effect,  and are hereby  ratified
and confirmed in all respects on and as of the date hereof.

          5.2.  Waivers.  This Second Amendment is limited solely to the matters
expressly  set forth  herein and is  specific in time and in intent and does not
constitute,  nor should it be  construed  as, a waiver or amendment of any other
term or condition, right, power or privilege under the Credit Agreement or under
any agreement,  contract,  indenture,  document or instrument mentioned therein;
nor does it  preclude  or  prejudice  any  rights  of the  Agent or the  Lenders
thereunder, or any exercise thereof or the exercise of any other right, power or
privilege,  nor shall it require  any of the  Lenders to agree to an  amendment,
waiver or consent for a similar transaction on a future occasion,  nor shall any

<PAGE>

future waiver of any right, power, privilege or default hereunder,  or under any
agreement,  contract,  indenture, document or instrument mentioned in the Credit
Agreement,  constitute a waiver of any other right, power,  privilege or default
of the same or of any other term or provision.

          5.3. Counterparts. This Second 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 Second Amendment shall not become
effective  until the  Borrowers,  the Agent and the Required  Lenders shall have
signed a copy  hereof,  the same shall have been  delivered to the Agent and the
conditions set forth in Section 5 hereof shall have been satisfied.

          5.4.  Governing  Law. This Second  Amendment  shall be governed by and
construed in accordance with the laws of the State of New York.

<PAGE>

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

                                                BERGEN BRUNSWIG DRUG COMPANY


                                                By: /s/ Eric J. Schmitt
                                                Name: Eric J. Schmitt
                                                Title: Vice President Finance &
                                                       Treasurer



                                                BERGEN BRUNSWIG CORPORATION


                                                By: /s/ Eric J. Schmitt
                                                Name: Eric J. Schmitt
                                                Title: Vice President Finance &
                                                       Treasurer



                                                PHARMERICA, INC.


                                                By: /s/ Milan A. Sawdei
                                                Name: Milan A. Sawdei
                                                Title: Executive Vice President



                                                BANK OF AMERICA, NATIONAL
                                                ASSOCIATION, as Administrative
                                                Agent


                                                By: /s/ Gina Meador
                                                Name: Gina Meador
                                                Title: Vice President

<PAGE>


                                                BANK OF AMERICA, NATIONAL
                                                ASSOCIATION


                                                By: /s/ Vanessa Shen Meyer
                                                Name: Vanessa Shen Meyer
                                                Title: Managing Director


                                                THE CHASE MANHATTAN BANK


                                                By: /s/ Dawn Lee Lun
                                                Name: Dawn Lee Lun
                                                Title: Vice Presaident



                                                WACHOVIA BANK, N.A.


                                                By: /s/ Jessica S. Wright
                                                Name: Jessica S. Wright
                                                Title: Vice President



                                                ABN AMRO BANK N.V.


                                   By: /s/ Paul K. Stimpel      /s/ Shika Rehman
                                   Name: Paul K. Stimpel        Shika Rehman
                                   Title: Group Vice Pres.      Vice Pres.


<PAGE>
                                                BANK OF MONTREAL


                                                By: /s/ Michael B. Joyce
                                                Name: Michael B. Joyce
                                                Title: Managing Director



                                                FIRST UNION NATIONAL BANK


                                                By: /s/ Mark B. Felker
                                                Name: Mark B. Felker
                                                Title: Senior Vioe President


                                                BANCA NAZIONALE DEL LAVORO
                                                S.P.A. - NEW YORK BRANCH


                            By: /s/ Roberto Mancone       /s/ Leonardo Valentini
                            Name: Roberto Mancone         Leonardo Valentini
                            Title: Senior Loan Officer    First Vice President



                                                BANCA POPULAR DE PUERTO RICO


                                                By: /s/ Maria Fuentes
                                                Name: Maria Fuentes
                                                Title: Senior Vice President


<PAGE>

                                                 BANK OF HAWAII


                                                 By: /s/Scott R. Nahme
                                                 Name: Scott R. Nahme
                                                 Title: Vice President



                                                 THE BANK OF NEW YORK


                                                  By:  /s/ Rebecca K. Levine
                                                  Name: Rebecca K. Levine
                                                  Title: Vice President



                                                  THE BANK OF NOVA SCOTIA


                                                  By:
                                                  Name:
                                                  Title:

                                                  FLEET NATIONAL BANK


                                                  By: /s/ Carol Paige Castle
                                                  Name: Carol Paige Castle
                                                  Title: Senior Vice President

<PAGE>

                                                  MELLON BANK, N.A.


                                                  By: /s/  L. C. Ivey
                                                  Name: L. C. Ivey
                                                  Title: Vice President



                                                  NATIONAL CITY BANK OF
                                                  PENNSYLVANIA


                                                  By: /s/  David G. Arampa
                                                  Name: David G. Arampa
                                                  Title: Vice President and
                                                         Regional Manager



                                                  THE NORTHERN TRUST COMPANY


                                                  By: /s/ David J. Mitchell
                                                  Name: David J. Mitchell
                                                  Title: Vice President


                                                  SUNTRUST BANK, CENTRAL
                                                  FLORIDA, N.A.


                                                  By: /s/ John A. Fields
                                                  Name: John A. Fields
                                                  Title: Vice President


<PAGE>

                                                  WELLS FARGO BANK, N.A.


                                By: /s/ Catherine Wallace     /s/ Frieda Youlios
                                Name: Catherine Wallace       Frieda Youlios
                                Title: Vice President         Vice President


                                                   THE FIFTH THIRD BANK


                                                   By: /s/ Megan Heisel
                                                   Name: Megan Heisel
                                                   Title: Assistant Cashier



                                             BANCA DI ROMA-SAN FRANCISCO


                                 By: /s/ Frances Barolo   /s/ Thomas C. Woodruff
                                 Name:  Frances Barolo    Thomas C. Woodruff
                                 Title:



                                                VIA BANQUE


                                       By: /s/ C. Prot       /s/ J.F. Vitte
                                       Name: C. Prot         J.F. Vitte
                                       Title: