EXHIBIT 10-W


                               FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT



         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT is made
and dated as of September 30, 1999 (the "Fifth 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 Agent (the "Agent"), and amends
that certain  Amended and Restated  Credit  Agreement  dated as of September 30,
1994, as amended by that certain First  Amendment to Amended and Restated Credit
Agreement  dated as of February 27, 1995,  by that certain  Second  Amendment to
Amended  and  Restated  Credit  Agreement  dated as of March 15,  1996,  by that
certain Third  Amendment to Amended and Restated  Credit  Agreement  dated as of
October 23, 1998 and by that  certain  Fourth  Amendment to Amended and Restated
Credit Agreement dated as of April 23, 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 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).

<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 Fifth Amendment:

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

                  3.2 Binding Obligation.  This Fifth 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  Fifth  Amendment.  The  execution,
delivery and  performance  of this Fifth  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 Fifth 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 Fifth 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 Fifth  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:

<PAGE>

                  (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 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 Fifth  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 Fifth  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 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 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.

<PAGE>

                  5.4 Governing Law. This Fifth  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 Fifth 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 Agent


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

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


                                                BANK OF AMERICA,
                                                NATIONAL ASSOCIATION


                                                By:
                                                Name:
                                                Title:


                                                THE CHASE MANHATTAN BANK


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


                                                PNC BANK, N.A.


                                                By:
                                                Name:
                                                Title:


                                                WACHOVIA BANK, N.A.


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


<PAGE>


                                                THE BANK OF NEW YORK


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


                                                FIRST UNION NATIONAL BANK


                                                By: /s/Anthony D. Braxton
                                                Name:Anthony D. Braxton
                                                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


                                               TORONTO DOMINION (TEXAS), INC.


                                               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



                                               ABN-AMRO BANK, N.V.,
                                               LOS ANGELES BRANCH


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


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


                                               CIBC INC.


                                               By:
                                               Name:
                                               Title:



<PAGE>


                                               UNION BANK OF CALIFORNIA


                                               By: /s/J. Scott Jessup
                                               Name: J. Scott Jessup
                                               Title:Vice President


                                               BANCA DI ROMA


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


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


                                               MELLON BANK


                                               By:
                                               Name:
                                               Title:


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


                                               By:
                                               Name:
                                               Title:

<PAGE>


                               SIXTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT



          THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT is made
and dated as of December 13,  1999 (the "Sixth 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  Amended and
Restated  Credit  Agreement  referred  to below,  and BANK OF AMERICA,  N.A.,  a
national banking  association,  as Agent (the "Agent"),  and amends that certain
Amended and Restated Credit Agreement dated as of September 30, 1994, as amended
by that certain First Amendment to Amended and Restated  Credit  Agreement dated
as of  February 27,  1995,  by that  certain  Second  Amendment  to Amended  and
Restated  Credit  Agreement  dated as of March 15,  1996,  by that certain Third
Amendment to Amended and Restated Credit Agreement dated as of October 23, 1998,
by that certain Fourth  Amendment to Amended and Restated Credit Agreement dated
as of April 23, 1999 and by that certain Fifth Amendment to Amended and Restated
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:

<PAGE>

          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  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:

<PAGE>

          (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

          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 Sixth Amendment:

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

               3.2.  Binding  Obligation.  This Sixth 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  Sixth  Amendment.  The  execution,
delivery and  performance of this Sixth  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 Sixth Amendment, or the transactions contemplated hereby.

               3.4. Incorporation of Certain Representations. Except for various
class action lawsuits that have been filed against the Parent as a result of the
acquisitions of PharMerica and Stadtlander,  the  representations and warranties
of the Borrowers  set forth in  Article VI of the Credit  Agreement are true and

<PAGE>

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  Sixth
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 Sixth  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:

               (1)  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

               (2) 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 Sixth  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 Sixth  Amendment by such time; and payment
of all other  fees and  expenses  of the  Agent in  connection  with this  Sixth
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 Sixth  Amendment and the
compliance with the conditions set forth herein.

               5. Miscellaneous.

<PAGE>

               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 Sixth  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 Sixth  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 Sixth 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 Sixth 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  Sixth
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



                                             BANK OF AMERICA, N.A., as Agent


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



                                             BANK OF AMERICA, N.A.


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


<PAGE>

                                             THE CHASE MANHATTAN BANK


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



                                             PNC BANK, N.A.


                                             By:
                                             Name:
                                             Title:



                                             WACHOVIA BANK, N.A.


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




                                             THE BANK OF NEW YORK


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



<PAGE>

                                             FIRST UNION NATIONAL BANK


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



                                             WELLS FARGO BANK, N.A.


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


<PAGE>

                                             TORONTO DOMINION (TEXAS), INC.


                                             By: /s/ Anne C. Favoriti
                                             Name: Anne C. Favoriti
                                             Title: Vice President



                                             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



                                             ABN-AMRO BANK, N.V.,
                                             LOS ANGELES BRANCH


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


<PAGE>

                                             CIBC INC.


                                             By: /s/ Gerald Girardi
                                             Name: Gerald Girardi
                                             Title: Executive Director
                                                    CIBC World Markets Corp.,
                                                    as agent

                                             UNION BANK OF CALIFORNIA


                                             By: /s/ J. Scott Jessup
                                             Name: J. Scott Jessup
                                             Title: Vice President



                                             BANCA DI ROMA


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


                                             MELLON BANK, N.A.


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