(a)         The definition of "Consolidated Cash Interest Expense" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated Cash Interest Expense" means, for any period, the excess of (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations and including all distributions in respect of the Trust Preferred) of the Company and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of the Company or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, (iii) all discount, interest, fees, premiums and other charges in respect of all Securitizations for such period, plus (iv)  any cash payments made during such period in respect of obligations referred to in clause (b)(B) below that were amortized or accrued in a previous period, minus (b) the sum, to the extent included in such consolidated interest expense for such period, of (A) non-cash amounts attributable to amortization of financing costs paid in a previous period, (B) non-cash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period, and (C)  all fees incurred on or prior to the Effective Date in respect of the financing hereunder and all expenses incurred in connection with the closing hereunder on the Effective Date. In the event that the Company or any Subsidiary shall have completed an acquisition or disposition of any material Person, division or business unit since the beginning of the relevant period, Consolidated Cash Interest Expense shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period. For periods including fiscal quarters ending prior to the Effective Date, Consolidated Cash Interest Expense for such periods shall be deemed to be the amounts set forth on Schedule 1.01, as adjusted to give pro forma effect to any acquisition or disposition that occurred since the beginning of the relevant period by an increase or decrease, as appropriate, in Consolidated Cash Interest Expense equal to the actual amount attributable to the Person or assets acquired or disposed of.".

                (b)         The definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any special one-time or extraordinary non-cash charges for such period (except that such add back for charges against the receivables of PharMerica and Stadtlander Operating Company, L.L.C., and their subsidiaries for the quarter ended September 30, 1999, shall be limited to $40,596,000), and (v) any LIFO adjustment (if negative to earnings) or charge for such period, and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, any extraordinary gains for such period and any LIFO adjustment (if positive to earnings) or credit, all determined on a consolidated basis in accordance with GAAP; provided that there shall be added back to Consolidated EBITDA $66,700,000 of the provision for accounts receivable reported in the Company's financial statements for its fourth fiscal quarter of 2000. In the event that the Company or any Subsidiary shall have completed an acquisition or disposition of any material Person, division or business unit since the beginning of the relevant period, Consolidated EBITDA shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period. For periods including fiscal quarters ending prior to the Effective Date, Consolidated EBITDA for such periods shall be deemed to be the amounts set forth on Schedule 1.01, as adjusted to give pro forma effect to any acquisition or disposition that occurred since the beginning of the relevant period by an increase or decrease, as appropriate, in Consolidated EBITDA equal to the actual amount attributable to the Person or assets acquired or disposed of.".

                (c)         The definition of "Consolidated EBITDAR" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated EBITDAR" means, for any period, Consolidated EBITDA for such period plus rental payments in respect of real property, delivery equipment and pharmacy equipment of the Company and the Subsidiaries for such period (other than under capital leases), determined on a consolidated basis in accordance with GAAP. For periods including fiscal quarters ending prior to the Effective Date, Consolidated EBITDAR shall be deemed to be the amounts set forth on Schedule 1.01, as adjusted to give pro forma effect to any acquisition or disposition that occurred since the beginning of the relevant period by an increase or decrease, as appropriate, in Consolidated EBITDAR equal to the actual amount attributable to the Person or assets acquired or disposed of.".

                (d)         The definition of "Consolidated Net Worth" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated Net Worth" means, on any date, consolidated shareholders' equity of the Company and the Subsidiaries shown on the consolidated balance sheet of the Company and the Subsidiaries as of such date in accordance with GAAP; provided that (i) up to an aggregate amount of $525,000,000 of charges against goodwill associated with PharMerica reported in Company's financial statements for its fourth fiscal quarter of 2000 may be added back in the calculation of Consolidated Net Worth and (ii) to the extent deducted in determining Consolidated Net Worth, up to an aggregate amount of $66,700,000 of the provision for accounts receivable may be added back in calculating Consolidated Net Worth.".

                (e)         The definition of "Permitted Investments" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Permitted Investments" means:

                (a)         direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

                (b)         investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's (within which there may be sub-categories or gradations indicating relative standing), and investments in master notes that are rated (or that have been issued by an issuer that is rated with respect to a class of short-term debt obligations, or any security within that class, that is comparable in priority and security with said master note) by S&P or Moody's in the highest rating categories for short-term debt obligations (within which there may be sub-categories or gradations indicating relative standing);

                (c)         investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

                (d)         fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above (or subsidiaries or Affiliates of such financial institutions); and

                (e)         money market funds.".

                (f)         Section 6.05 of the Credit Agreement is hereby amended by inserting the following language at the end thereof:

"Notwithstanding the foregoing limitation, the Company may sell one or more Subsidiaries or all or any portion of the assets of such Subsidiaries for consideration not less than the fair market value thereof in a transaction (an " Excluded Transaction") in which less than 90% of the consideration consists of cash, provided that (i) the Subsidiary, business unit or assets being sold in each Excluded Transaction do not contribute in excess of $1,000,000 per year in EBITDA to the Company and (ii) the net book value of the assets being sold is less than $10,000,000 per Excluded Transaction; provided further that the aggregate net book value of the assets sold in all transactions effected in reliance on this sentence shall not exceed $40,000,000. Any Equity Interests received pursuant to the previous sentence shall be treated as a Permitted Investment (and shall not be subject to the limitations set forth in Sections 6.04(k) and (l)), provided that such Equity Interests are pledged to the Collateral Agent for the benefit of the Secured Parties as collateral for the payment and performance of the obligations of the Borrowers under this Agreement.".

                (a)         This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

                (b)         Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

                (c)         After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

BERGEN BRUNSWIG CORPORATION,

by

/s/

Eric Schmitt

Name:

Eric Schmitt

Title:

VP, Corporate Treasurer

BERGEN BRUNSWIG DRUG COMPANY,

by

/s/

Eric Schmitt

Name:

Eric Schmitt

Title:

VP, Corporate Treasurer

PHARMERICA, INC.,

by

/s/

Eric Schmitt

Name:

Eric Schmitt

Title:

VP, Corporate Treasurer

THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Collateral Agent and Issuing Bank,

by

/s/

Bruce Borden

Name:

Bruce Borden

Title:

Vice President

AMSOUTH BANK,

by

/s/

Kevin R. Rogers

Name:

Kevin R. Rogers

Title:

Attorney-In-Fact

BANK ONE, N.A.

by

/s/

Stephanie A. Mack

Name:

Stephanie A. Mack

Title:

Commercial Banking Officer

THE BANK OF NOVA SCOTIA,

by

/s/

R.P. Reynolds

Name:

R.P. Reynolds

Title:

Director

THE CIT GROUP/BUSINESS CREDIT, INC.,

by

/s/

Patrick Lee

Name:

Patrick Lee

Title:

Vice President

CITIZENS BUSINESS CREDIT COMPANY,
a division of Citizens Leasing Corp.,

by

/s/

Vincent P. O' Leary

Name:

Vincent P. O' Leary

Title:

Senior Vice President

COMERICA BANK,

by

/s/

David Weismiller

Name:

David Weismiller

Title:

Corporate Banking Officer

BANKERS TRUST COMPANY,

by

/s/

Mary Jo Jolly

Name:

Mary Jo Jolly

Title:

Assistant Vice President

DIME COMMERICAL CORP.,

by

/s/

Dan Bueno

Name:

Dan Bueno

Title:

Assistant Treasurer

FLEET NATIONAL BANK,

by

/s/

Carol P. Castle

Name:

Carol P. Castle

Title:

Senior Vice President

FOOTHILL INCOME TRUST, L.P.,

by

/s/

M.P. Sadilek

Name:

M.P. Sadilek

Title:

Senior Vice President

FOOTHILL INCOME TRUST II, L.P.,

by

/s/

M.E. Stearns

Name:

M.E. Stearns

Title:

Managing Member of FIT II

GP, LLC, its general partner

FOOTHILL CAPITAL CORPORATION,

by

/s/

M.P. Sadilek

Name:

M.P. Sadilek

Title:

Senior Vice President

GMAC COMMERCIAL CREDIT LLC

by

/s/

Sam Cirelli

Name:

Sam Cirelli

Title:

Executive Vice President

HELLER FINANCIAL, INC.,

by

/s/

Albert J. Forzano

Name:

Albert J. Forzano

Title:

Vice President

IBJ WHITEHALL BUSINESS CREDIT CORPORATION

by

/s/

Edward A. Jesser

Name:

Edward A. Jesser

Title:

Senior Vice President

LASALLE BUSINESS CREDIT, INC.,

by

/s/

Michael Richmond

Name:

Michael Richmond

Title:

Senior Vice President

MELLON BANK, N.A.,

by

/s/

Timothy K. Turner

Name:

Timothy K. Turner

Title:

Senior Vice President

NATEXIS BANQUE,

by

/s/

Gary Kania

Name:

Gary Kania

Title:

Vice President

by

/s/

Frank H. Madden, Jr.

Name:

Frank H. Madden, Jr.

Title:

Vice President & Group Manager

NATIONAL CITY BANK OF PENNSYLVANIA,

by

/s/

David G. Hammon

Name:

David G. Hammon

Title:

Vice President

ORIX BUSINESS CREDIT, INC.,

by

/s/

Michael J. Cox

Name:

Michael J. Cox

Title:

Senior Vice President

PNC BUSINESS CREDIT,

by

/s/

Thomas Stoltz

Name:

Thomas Stoltz

Title:

Vice President

JACKSON NATIONAL LIFE
INSURANCE COMPANY, INC.
By: PPM Finance, Inc. as its Attorney-in-Fact

by

/s/

Michael Molenda

Name:

Michael Molenda

Title:

Vice President

THE PROVIDENT BANK,

by

/s/

Jose V. Garde

Name:

Jose V. Garde

Title:

Vice President

SIEMENS FINANCIAL SERVICES, INC.,

by

/s/

Frank Amodio

Name:

Frank Amodio

Title:

Vice President - Credit

TRANSAMERICA BUSINESS CREDIT
CORPORATION

by

/s/

Perry Vavoules

Name:

Perry Vavoules

Title:

Senior Vice President

WACHOVIA BANK, N.A.

by

/s/

Eero H. Maki

Name:

Eero H. Maki

Title:

Vice President

BOEING CAPITAL CORPORATION,

by

/s/

Daniel O. Anderson

Name:

Daniel O. Anderson

Title:

Vice President

JOHN HANCOCK LIFE INSURANCE COMPANY

by

/s/

Stephen J. Blewitt

Name:

Stephen J. Blewitt

Title:

Managing Director

JOHN HANCOCK VARIABLE LIFE
INSURANCE COMPANY,

by

/s/

Stephen J. Blewitt

Name:

Stephen J. Blewitt

Title:

Authorized Signatory

INVESTORS PARTNER LIFE
INSURANCE COMPANY,

by

/s/

Stephen J. Blewitt

Name:

Stephen J. Blewitt

Title:

Authorized Signatory

TEXTRON FINANCIAL CORPORATION,

by

/s/

Stuart

Name:

Stuart

Title:

Managing Director