ANNEX I

                                U.S. $275,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT,

                           dated as of March 17, 1999
       (amending and restating the Amended and Restated Credit Agreement,
                        dated as of September 11, 1998),

                                      among

                                  DUANE READE,
                                as the Borrower,

                                DUANE READE INC.
                  (formerly known as Duane Reade Holding Corp.)
                                       and
                                   DRI I INC.
                      (formerly known as Duane Reade Inc.),
                            as the Parent Guarantors,

                         VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders,

                           DLJ CAPITAL FUNDING, INC.,
                    as the Syndication Agent for the Lenders,

                              FLEET NATIONAL BANK,
                  as the Administrative Agent for the Lenders,

                                       and

              CREDIT LYONNAIS NEW YORK BRANCH, as the Documentation
                             Agent for the Lenders.

                                 LEAD ARRANGER:
               DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 17,
1999, is made among DUANE READE, a New York general partnership (the
"Borrower"), DUANE READE INC. (formerly known as Duane Reade Holding Corp.), a
Delaware corporation ("Holdings"), DRI I INC. (formerly known as Duane Reade
Inc.), a Delaware corporation ("DRI I" and, together with Holdings,
collectively, the "Parent Guarantors"), the various financial institutions as
are or may become parties hereto (collectively, the "Lenders"), DLJ CAPITAL
FUNDING, INC. ("DLJ"), as syndication agent (in such capacity, the "Syndication
Agent") for the Lenders, FLEET NATIONAL BANK ("Fleet"), as administrative agent
(in such capacity, the "Administrative Agent") for the Lenders and CREDIT
LYONNAIS NEW YORK BRANCH ("Credit Lyonnais"), as the documentation agent (in
such capacity, the "Documentation Agent") for the Lenders.

                              W I T N E S S E T H:

      WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as
of September 11, 1998 (together with all Loan Documents (as defined therein), in
each case as amended prior to the date hereof, the "Existing Credit Agreement"),
among the Borrower, the Parent Guarantors, the various financial institutions
party thereto (collectively, the "Existing Lenders"), the Syndication Agent, the
Administrative Agent and the Documentation Agent, the Existing Lenders made and
were committed to make Credit Extensions to the Borrower on the terms and
conditions set forth therein;

      WHEREAS, the Borrower and the Parent Guarantors have requested that the
Existing Credit Agreement be amended and restated in its entirety to become
effective and binding on the Borrower and the Parent Guarantors pursuant to the
terms of this Agreement and the Amendment Agreement, and the Lenders (including
the Existing Lenders) have agreed (subject to the terms of this Agreement and
the Amendment Agreement) to amend and restate the Existing Credit Agreement in
its entirety to read as set forth in this Agreement, and it has been agreed by
the parties to the Existing Credit Agreement that (a) the commitments which the
Existing Lenders have agreed to extend to the Borrower under the Existing Credit
Agreement shall be extended or advanced upon the amended and restated terms and
conditions contained in this Agreement and the Amendment Agreement, and (b) any
outstanding credit extensions made and other Obligations outstanding under the
Existing Credit Agreement shall be governed by and deemed to be outstanding
under the amended and restated terms and conditions contained in this Agreement
and the Amendment Agreement, with the intent that the terms of this Agreement
shall supersede the terms of the Existing Credit Agreement (which shall
hereafter have no further effect upon the parties thereto, other than for
accrued fees and expenses and other obligations arising under those provisions
which by their terms survive the termination of the Existing Credit

<PAGE>

Agreement); provided, that any Rate Protection Agreements (as defined in the
Existing Credit Agreement) with any one or more Existing Lenders (or their
respective Affiliates) shall continue unamended and in full force and effect;

      WHEREAS, Holdings and the Borrower refinanced (the "Refinancing") their
then outstanding Indebtedness, and in connection with such Refinancing, Daboco
Inc., a New York corporation, a Wholly-owned Subsidiary of Holdings and a
general partner of the Borrower ("Daboco"), merged with and into Holdings (the
"Merger"), with Holdings being the surviving corporation of the Merger;

      WHEREAS, approximately $320,550,000 was required to consummate the
Refinancing including fees and expenses related to the Original Transaction (as
defined below), which Holdings and the Borrower raised through:

            (a) the issuance by Holdings of 9 1/4% senior subordinated notes due
      2008 (the "Senior Subordinated Notes") for gross cash proceeds of at least
      $80,000,000;

            (b) the issuance and sale by Holdings of approximately 6,700,000
      shares of its common stock in an initial public offering (the "IPO") for
      gross cash proceeds of at least $110,550,000; and

            (c) Borrowings of approximately $130,000,000 which were comprised of
      (i) Existing Term A Loans in a principal amount of $50,000,000 and (ii)
      Existing Term B Loans in a principal amount of $80,000,000 which loans
      shall continue to remain outstanding hereunder in accordance with the
      terms hereof (including such terms relating to the amortization thereof
      (including Section 3.1.1));

      WHEREAS, such proceeds were used:

            (a) to defease and redeem Holdings' $123,368,000 aggregate principal
      amount at maturity (approximately $100,100,000 Accreted Value) of then
      outstanding 15% Senior Subordinated Zero Coupon Notes due 2004 (the
      "Holdings Subordinated Notes");

            (b) to defease and redeem the Borrower's $89,893,000 aggregate
      principal amount of then outstanding 12% Senior Notes due September 15,
      2002, Series B (the "Senior Notes");

            (c) to refinance approximately $90,000,000 of Indebtedness then
      outstanding under the Borrower's existing senior credit facilities,
      evidenced by that certain credit agreement, dated as of September 30, 1997
      (as amended, supplemented, amended and restated or otherwise modified
      prior to the Closing Date, the "September 1997 Credit Agreement"), among
      the Borrower, Holdings, Daboco, DRI I, the lenders parties thereto,


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<PAGE>

      DLJ, as the syndication agent, Fleet, as the administrative agent, and
      Credit Lyonnais New York Branch, as the documentation agent; and

            (d) to pay accrued interest, prepayment premiums and reasonable fees
      and expenses associated with the Refinancing, the Merger, the issuance of
      the Senior Subordinated Notes, the IPO, the financing contemplated under
      the February 1998 Credit Agreement and all other transactions related
      thereto (collectively, the "Original Transaction") of approximately
      $32,000,000;

      WHEREAS, in connection with certain purchases of inventory, the Borrower
made Borrowings of August 1998 Term C Loans on August 14, 1998 in a principal
amount of $10,000,000 which loans shall continue to remain outstanding hereunder
in accordance with the terms hereof (including such terms relating to the
amortization thereof (including Section 3.1.1));

      WHEREAS, pursuant to an Asset Purchase Agreement, dated August 4, 1998
(the "Asset Purchase Agreement"), among the Borrower (as successor to Holdings
thereunder by an assignment dated as of September 10, 1998 between Holdings and
the Borrower), Rock Bottom Stores, Inc., a Delaware corporation ("Rock Bottom")
and Connrak Distributors, Inc., a Delaware corporation ("Connrak"; and, together
with Rock Bottom, the "Sellers"), the Borrower acquired (the "Rock Bottom
Acquisition"; and together with the financings contemplated hereunder and all
other transactions related thereto, collectively, the "Rock Bottom Transaction";
and together with the Original Transaction, collectively, the "Transaction")
substantially all of the assets (and certain liabilities related thereto) and
properties used by the Sellers in their retail health, beauty aid and drug store
business in various locations throughout the greater New York City area;

      WHEREAS, in connection with the Rock Bottom Transaction, the Borrower made
Borrowings of September 1998 Term C Loans on September 11, 1998 in a principal
amount of $70,000,000 which loans shall continue to remain outstanding hereunder
in accordance with the terms hereof (including such terms relating to the
amortization thereof (including Section 3.1.1));

      WHEREAS, in connection with the ongoing working capital and general
corporate needs of the Borrower, the Borrower desires to obtain or continue the
following financing facilities from the Lenders:

            (a) an Additional Term C Loan Commitment pursuant to which
      Borrowings of Additional Term C Loans will be made to the Borrower on the
      Amendment Effective Date in a maximum, original principal amount of
      $25,000,000 (the "New Transaction");

            (b) a Revolving Loan Commitment (to include availability for
      Revolving Loans, Swing Line Loans and Letters of Credit) pursuant to which
      Borrowings of Revolving Loans, in a maximum aggregate outstanding
      principal amount (together with the aggregate outstanding amount of all
      Swing Line Loans and Letter of Credit Outstandings)


                                      -4-
<PAGE>

      not to exceed $30,000,000 are and will continue to be made to the Borrower
      from time to time on and subsequent to the Amendment Effective Date but
      prior to the Revolving Loan Commitment Termination Date;

            (c) a Letter of Credit Commitment pursuant to which the Issuer does
      and will continue to issue Letters of Credit for the account of the
      Borrower from time to time on and subsequent to the Amendment Effective
      Date but prior to the Revolving Loan Commitment Termination Date in a
      maximum aggregate Stated Amount at any one time outstanding not to exceed
      $10,000,000 (provided, that the aggregate outstanding amount of all
      Revolving Loans, Swing Line Loans and Letter of Credit Outstandings at any
      time shall not exceed the then existing Revolving Loan Commitment Amount);
      and

            (d) a Swing Line Loan Commitment pursuant to which Borrowings of
      Swing Line Loans in an aggregate outstanding principal amount not to
      exceed $5,000,000 were and will continue to be made to the Borrower on and
      from time to time subsequent to the Amendment Effective Date but prior to
      the Revolving Loan Commitment Termination Date (provided, that the
      aggregate outstanding amount of all Swing Line Loans, Revolving Loans and
      Letter of Credit Outstandings at any time shall not exceed the then
      existing Revolving Loan Commitment Amount);

with the proceeds of the Credit Extensions to be used for the purposes set forth
in Section 7.1.9; and

      WHEREAS, the Lenders and the Issuer are willing, on the terms and subject
to the conditions set forth in the Amendment Agreement (including Article III
thereof) and hereinafter set forth (including Article V), to so amend and
restate the Existing Credit Agreement and to extend the Commitments and make the
Loans described herein to the Borrower and issue (or participate in) Letters of
Credit for the account of the Borrower;

      NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

      "Accreted Value" is defined in the indenture relating to the Holdings
Subordinated Notes 


                                      -5-
<PAGE>

and entered into by and between Holdings and The Connecticut National Bank, as
trustee thereunder, as in effect on the Closing Date.

      "Additional Term C Loan Commitment" is defined in Section 2.1.1.

      "Additional Term C Loan Commitment Amount" means $25,000,000.

      "Additional Term C Loans" is defined in Section 2.1.1.

      "Additional Term C Note" means a promissory note of the Borrower payable
to the order of any Lender, in the form of Exhibit A-6 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to time
in accordance with the terms hereof and thereof), evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from outstanding
Additional Term C Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

      "Administrative Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor Administrative
Agent pursuant to Section 10.4.

      "Administrative Agent's Fee Letter" means the confidential fee letter,
dated as of March 17, 1999, between the Borrower and the Administrative Agent
which supersedes the confidential fee letter, dated as of September 11, 1998,
between the Borrower and the Administrative Agent.

      "Affected Lender" is defined in Section 4.10.

      "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners, or (b)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

      "Agent" means, as the context may require, the Administrative Agent and/or
the Syndication Agent.

      "Agreement" means, on any date, the Existing Credit Agreement as amended
and restated as of the Amendment Effective Date as the same may thereafter from
time to time be further amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

      "Alternate Base Rate" means, for any day and with respect to all Base Rate
Loans, the 


                                      -6-
<PAGE>

higher of: (a) 0.50% per annum above the Federal Funds Rate most recently
determined by the Administrative Agent; and (b) the rate of interest in effect
for such day as most recently publicly announced or established by the
Administrative Agent in Boston, Massachusetts, as its "prime rate." (The "prime
rate" is a rate set by the Administrative Agent based upon various factors
including the Administrative Agent's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced rate.) Any change
in the reference rate established or announced by the Administrative Agent shall
take effect at the opening of business on the day of such establishment or
announcement.

      "Amendment Effective Date" means the date all closing conditions set forth
in Section 3.1 of the Amendment Agreement are satisfied.

      "Amendment Agreement" means the Amendment Agreement, dated as of March 17,
1999, among the Borrower, the Parent Guarantors, the Lenders party thereto, the
Documentation Agent and the Agents.

      "Amendment Effective Date Certificate" means the amendment effective date
certificate executed and delivered by Holdings pursuant to the terms of the
Amendment Agreement, substantially in the form of Exhibit D hereto.

      "Applicable Commitment Fee" means, (a) for each day from September 1998
Closing Date through (but excluding) the date upon which the Compliance
Certificate for the second full Fiscal Quarter following September 1998 Closing
Date is delivered or required to be delivered by Holdings to the Administrative
Agent pursuant to clause (d) of Section 7.1.1, a fee which shall accrue at a
rate of 1/2 of 1% per annum, and (b) for each day thereafter, a fee which shall
accrue at the applicable rate per annum set forth below under the column
entitled "Applicable Commitment Fee", determined by reference to the Leverage
Ratio as in effect for the Fiscal Quarter last ended as of such time of
determination:

                                                   Applicable
            Leverage Ratio                       Commitment Fee
            --------------                       --------------
     greater than or equal to 3.5                    0.500%
             less than 3.5                           0.375%

With respect to any time of determining the Applicable Commitment Fee, the
Leverage Ratio used to compute the Applicable Commitment Fee shall be equal to
the Leverage Ratio set forth in the Compliance Certificate most recently
delivered by Holdings to the Administrative Agent, as of such time of
determination pursuant to clause (d) of Section 7.1.1. Changes in the Applicable
Commitment Fee resulting from a change in the Leverage Ratio shall become
effective upon delivery by Holdings to the Administrative Agent of a new
Compliance


                                      -7-
<PAGE>

Certificate pursuant to clause (d) of Section 7.1.1. If Holdings fails to
deliver a Compliance Certificate within the number of days required pursuant to
clause (d) of Section 7.1.1, the Applicable Commitment Fee from and including
the first day after the date on which such Compliance Certificate was required
to be delivered through (but excluding) the date Holdings actually delivers to
the Administrative Agent an appropriately completed Compliance Certificate shall
conclusively equal the highest Applicable Commitment Fee set forth above.

      "Applicable Margin" means at all times during the applicable periods set
forth below,

            (a) from the Amendment Effective Date through (but excluding) the
      date upon which the Compliance Certificate for the second full Fiscal
      Quarter following the Amendment Effective Date is delivered by Holdings to
      the Administrative Agent pursuant to clause (d) of Section 7.1.1, with
      respect to the unpaid principal amount of each Additional Term C Loan
      maintained as a (i) Base Rate Loan, 2.25% per annum and (ii) LIBO Rate
      Loan, 3.25% per annum;

            (b) from October 8, 1998 through (but excluding) the date upon which
      the Compliance Certificate for the second full Fiscal Quarter following
      the September 1998 Closing Date is delivered by Holdings to the
      Administrative Agent pursuant to clause (d) of Section 7.1.1, with respect
      to the unpaid principal amount of each Existing Term C Loan maintained as
      a (i) Base Rate Loan, 2.25% per annum and (ii) LIBO Rate Loan, 3.25% per
      annum;

            (c) from the September 1998 Closing Date through (but excluding) the
      date upon which the Compliance Certificate for the second full Fiscal
      Quarter following the September 1998 Closing Date is delivered by Holdings
      to the Administrative Agent pursuant to clause (d) of Section 7.1.1, with
      respect to the unpaid principal amount of (i) each Term B Loan maintained
      as a (A) Base Rate Loan, 2.00% per annum and (B) LIBO Rate Loan, 3.00% per
      annum, (ii) each Swing Line Loan (each of which shall be borrowed and
      maintained only as a Base Rate Loan), 1.75% per annum, and (iii) each Term
      A Loan and each Revolving Loan maintained as (A) a Base Rate Loan, 1.75%
      per annum and (B) a LIBO Rate Loan, 2.75% per annum; and

            (d) (i) at all times from and after the date of such delivery of the
      Compliance Certificate described in clause (c) above, with respect to the
      unpaid principal amount of (A) each Swing Line Loan (each of which shall
      be borrowed and maintained only as a Base Rate Loan) and each Term A Loan
      and each Revolving Loan maintained as a Base Rate Loan, by reference to
      the Leverage Ratio and at the applicable percentage per annum set forth
      below under the column entitled "Applicable Margin for Term A Loans,
      Revolving Loans and Swing Line Loans maintained as Base Rate Loans"; (B)
      each Term A Loan and each Revolving Loan maintained as a LIBO Rate Loan,
      by reference to the Leverage Ratio and at the applicable percentage per
      annum set forth below under the column entitled "Applicable Margin for
      Term A Loans and Revolving Loans Maintained

                                      -8-
<PAGE>

      as LIBO Rate Loans"; (C) each Term B Loan maintained as a Base Rate Loan
      by reference to the Leverage Ratio and at the applicable percentage per
      annum set forth below under the column entitled "Applicable Margin for
      Term B Loans maintained as Base Rate Loans"; (D) each Term B Loan
      maintained as a LIBO Rate Loan, by reference to the Leverage Ratio and at
      the applicable percentage per annum set forth below under the column
      entitled "Applicable Margin for Term B Loans maintained as LIBO Rate
      Loans"; (D) each Existing Term C Loan maintained as a Base Rate Loan by
      reference to the Leverage Ratio and at the applicable percentage per annum
      set forth below under the column entitled "Applicable Margin for Term C
      Loans maintained as Base Rate Loans"; and (F) each Existing Term C Loan
      maintained as a LIBO Rate Loan, by reference to the Leverage Ratio and at
      the applicable percentage per annum set forth below under the column
      entitled "Applicable Margin for Term C Loans maintained as LIBO Rate
      Loans" and (ii) at all times from and after the date of such delivery of
      the Compliance Certificate described in clause (a) above, with respect to
      the unpaid principal amount of (A) each Additional Term C Loan maintained
      as a Base Rate Loan by reference to the Leverage Ratio and at the
      applicable percentage per annum set forth below under the column entitled
      "Applicable Margin for Term C Loans maintained as Base Rate Loans"; and
      (B) each Additional Term C Loan maintained as a LIBO Rate Loan, by
      reference to the Leverage Ratio and at the applicable percentage per annum
      set forth below under the column entitled "Applicable Margin for Term C
      Loans maintained as LIBO Rate Loans":

<TABLE>
<CAPTION>
                         Applicable
                         Margin for
                       Term A Loans,        Applicable
                      Revolving Loans       Margin for         Applicable       Applicable          Applicable         Applicable
                            and          Term A Loans and      Margin for       Margin for       Margin for Term   Margin for Term C
                      Swing Line Loans   Revolving Loans      Term B Loans     Term B Loans          C Loans             Loans
                       maintained as      maintained as      maintained as     maintained as      maintained as      maintained as
  Leverage Ratio      Base Rate Loans    LIBO Rate Loans    Base Rate Loans   LIBO Rate Loans    Base Rate Loans    LIBO Rate Loans
  --------------      ---------------    ---------------    ---------------   ---------------    ---------------    ---------------
<S>                        <C>                <C>                <C>               <C>                <C>                <C>  
      > 5.00               1.75%              2.75%              2.00%             3.00%              2.25%              3.25%
<=5.00 and >= 4.00         1.50%              2.50%              1.75%             2.75%              2.00%              3.00%
<=4.00 and >= 3.50         1.00%              2.00%              1.75%             2.75%              2.00%              3.00%
<=3.50 and >= 3.00         0.50%              1.50%              1.75%             2.75%              2.00%              3.00%
      <=3.00               0.25%              1.25%              1.75%             2.75%              2.00%              3.00%
</TABLE>

      The Leverage Ratio used to compute the Applicable Margin for Swing Line
      Loans, Term A Loans, Term B Loans, Term C Loans and Revolving Loans shall
      be equal to the Leverage Ratio set forth in the Compliance Certificate
      most recently delivered by Holdings to the Administrative Agent pursuant
      to clause (d) of Section 7.1.1. Changes in the Applicable Margin for such
      Loans resulting from a change in the Leverage Ratio shall become effective
      upon delivery by Holdings to the Administrative Agent of a new Compliance
      Certificate pursuant to clause (d) of Section 7.1.1. If Holdings fails to
      deliver a Compliance Certificate within the number of days required
      pursuant to clause (d) of Section 7.1.1, the Applicable Margin for Swing
      Line Loans, Term A Loans, Term B Loans, Term C Loans and Revolving Loans
      from and including the first day after the date on which such Compliance
      Certificate was required to be delivered through (but 


                                      -9-
<PAGE>

      excluding) the date Holdings delivers to the Administrative Agent an
      appropriately completed Compliance Certificate shall conclusively equal
      the highest Applicable Margin for Swing Line Loans, Term A Loans, Term B
      Loans, Term C Loans and Revolving Loans of the same type set forth above.

      "Arranger" means Donaldson, Lufkin & Jenrette Securities Corporation, a
Delaware corporation.

      "Asset Purchase Agreement" is defined in the seventh recital.

      "Assigned Amount" is defined in Section 11.11.1.

      "Assignee Lender" is defined in Section 11.11.1.

      "Assignor Lender" is defined in Section 11.11.1.

      "August 1998 Term C Loans" means the Term C Loans (as defined in the
February 1998 Credit Agreement) held by the Lenders under the February 1998
Credit Agreement which have been designated as August 1998 Term C Loans
hereunder pursuant to Section 2.3.3.

      "August 1998 Term C Note" means a promissory note of the Borrower payable
to the order of any Lender, in the form of Exhibit A-4 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to time
in accordance with the terms hereof and thereof), evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from outstanding August
1998 Term C Loans, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.

      "Authorized Officer" means, relative to any Obligor, those of its officers
whose signatures and incumbency shall have been certified to the Administrative
Agent and the Lenders pursuant to Section 3.1.2 of the Amendment Agreement.

      "Base Financial Statements" is defined in clause (a) of Section 3.1.6 of
the Amendment Agreement.

      "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

      "Borrower" is defined in the preamble.

      "Borrower Defeasement/Redemption Documents" means the notices and
documentation pursuant to which the Borrower deposited at least $99,017,468.05
in an irrevocable trust for the purpose of defeasing the Senior Notes and
concurrently issued redemption notices pursuant to 


                                      -10-
<PAGE>

which the Borrower redeemed all such Senior Notes no later than March 16, 1998,
at a redemption price of no more than 104.5% of the principal amount thereof.

      "Borrower Partnership Agreement" means the Second Amended and Restated
Agreement of Partnership of Duane Reade, dated as of September 25, 1992, between
Daboco and DRI I, as in effect on the Closing Date and as amended or otherwise
modified from time to time in accordance with the terms hereof and thereof.

      "Borrower Pledge Agreement" means the Pledge Agreement, executed and
delivered by the Borrower pursuant to the September 1998 Amendment Agreement (a
conformed copy of which is attached hereto as Exhibit G-2), as amended,
supplemented, amended and restated or otherwise modified from time to time.

      "Borrower Security Agreement" means the Amended and Restated Security
Agreement, executed and delivered by the Borrower pursuant to the September 1998
Amendment Agreement (a conformed copy of which is attached hereto as Exhibit
F-2), as amended, supplemented, amended and restated or otherwise modified from
time to time.

      "Borrowing" means Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by the relevant Lenders on the same
Business Day and pursuant to the same Borrowing Request in accordance with
Section 2.1.

      "Borrowing Request" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit B-1
hereto.

      "Business Day" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in New York
City or Boston, Massachusetts and, with respect to Borrowings of, interest rate
determinations with respect to, Interest Periods with respect to, payments of
principal and interest in respect of, conversions of Base Rate Loans into, and
continuations of LIBO Rate Loans as, LIBO Rate Loans, on which dealings in
Dollars are carried on in the London interbank market.

      "Capital Expenditures" means, with respect to any Person, for any period,
the sum (without duplication) of (a) the aggregate amount of all expenditures of
such Person and its Subsidiaries for fixed or capital assets made during such
period which, in accordance with GAAP, would be classified as capital
expenditures, and (b) the aggregate amount of all Capitalized Lease Liabilities
incurred during such period by such Person and its Subsidiaries.

      "Capital Stock" means, with respect to any Person, (a) any and all shares,
interests, participations, rights or other equivalents of or interests in
(however designated) corporate or capital stock, including shares of preferred
or preference stock of such Person, (b) all partnership interests (whether
general or limited) in such Person, (c) all membership interests or limited


                                      -11-
<PAGE>

liability company interests in such Person, and (d) all other equity or
ownership interests in such Person of any other type.

      "Capitalized Lease Liabilities" means (without duplication) all monetary
obligations of Holdings or any of its Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as capitalized
leases, and, for purposes of this Agreement and each other Loan Document, the
amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP, and the stated maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be terminated by the lessee without payment
of a penalty.

      "Cash Equivalent Investment" means, at any time:

            (a) any evidence of Indebtedness, maturing not more than one year
      after such time, issued directly, or guaranteed, by the United States of
      America or any agency thereof;

            (b) commercial paper, maturing not more than nine months from the
      date of issue, which is issued by (i) a corporation (other than an
      Affiliate of any Obligor) organized under the laws of any state of the
      United States or of the District of Columbia and rated at least A-l by S&P
      or P-l by Moody's, or (ii) any Lender (or its holding company);

            (c) any time deposit, certificate of deposit or banker's acceptance,
      maturing not more than one year after such time, maintained with or issued
      by either (i) a commercial banking institution (including U.S. branches of
      foreign banking institutions) that is a member of the Federal Reserve
      System and has a combined capital and surplus and undivided profits of not
      less than $500,000,000, or (ii) any Lender;

            (d) short-term tax-exempt securities rated not lower than MIG-1/1+
      by either Moody's or S&P with provisions for liquidity or maturity
      accommodations of 183 days or less;

            (e) repurchase agreements which (i) are entered into with any entity
      referred to in clause (b) or (c) above or any other financial institution
      whose unsecured long-term debt (or the unsecured long-term debt of whose
      holding company) is rated at least A- or better by S&P or Baa1 or better
      by Moody's and maturing not more than one year after such time, (ii) are
      secured by a fully perfected security interest in securities of the type
      referred to in clauses (a) through (c) above and (iii) have a market value
      at the time of such repurchase agreement is entered into of not less than
      100% of the repurchase obligation of such counterparty entity with whom
      such repurchase agreement has been entered into; 


                                      -12-
<PAGE>

      or

            (f) shares of investment companies that are registered under the
      Investment Company Act of 1940, as amended and invest solely in one or
      more of the types of securities described in clauses (a) through (d)
      above.

      "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower, any Parent Guarantor or any of
their respective Subsidiaries.

      "Casualty Proceeds" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received by the Borrower, any
Parent Guarantor or any of their respective Subsidiaries in connection
therewith, but excluding any proceeds or awards required to be paid to a
creditor (other than the Lenders) which holds a first-priority Lien permitted by
Section 7.2.3 on the property which is the subject of such Casualty Event.

      "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

      "Change in Control" means

            (a) (i) the failure of Holdings or DRI I to be a general partner of
      the Borrower, or (ii) the failure of Holdings or DRI I at any time to own,
      free and clear of all Liens (other than the Liens granted in favor of the
      Administrative Agent for the benefit of the Secured Parties under the Loan
      Documents) and encumbrances, all right, title and interest in 100% of the
      partnership interests of the Borrower;

            (b) the failure of Holdings at any time to own, free and clear of
      all Liens (other than the Liens granted in favor of the Administrative
      Agent for the benefit of the Secured Parties under the Loan Documents) and
      encumbrances, all right, title and interest in 100% of the Capital Stock
      of DRI I on a fully diluted basis;

            (c) a "person" or "group" (within the meaning of Sections 13(d) and
      14(d)(2) of the Exchange Act) (other than the DLJMB Entities and their
      controlled Affiliates) (i) becomes the "beneficial owner" (as defined in
      Rule 13d-3 under the Exchange Act) of more than 35% of the total then
      outstanding voting power of the Voting Stock of Holdings or (ii) has the
      right or the ability by voting right, contract or otherwise to direct or
      control, directly or indirectly, the management or policies of Holdings;

            (d) during any period of twenty-four months, individuals who at the
      beginning of 


                                      -13-
<PAGE>

      such period constituted the board of directors of Holdings (together with
      any new directors whose election or appointment by such board of
      directors, or whose nomination for election by the shareholders of
      Holdings, as the case may be, was approved by a vote of 662/3% of the
      directors then still in office who were either directors at the beginning
      of such period or whose election or nomination for election was previously
      so approved) cease for any reason to constitute a majority of the board of
      directors then in office; or

            (e) any "Change of Control" as such term is defined in the Senior
      Subordinated Note Indenture.

      "Closing Date" means February 13, 1998, the date the initial Credit
Extensions were made under the February 1998 Credit Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commitment" means, as the context may require, (a) a Lender's Additional
Term C Loan Commitment, Revolving Loan Commitment and/or Letter of Credit
Commitment and/or (b) the Swing Line Lender's Swing Line Loan Commitment.

      "Commitment Amount" means, as the context may require, the Additional Term
C Loan Commitment Amount, the Revolving Loan Commitment Amount, the Letter of
Credit Commitment Amount and/or the Swing Line Loan Commitment Amount.

      "Commitment Termination Event" means (a) the occurrence of any Event of
Default described in clauses (a) through (d) of Section 8.1.9, or (b) the
occurrence and continuance of any other Event of Default and either (i) the
declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii)
in the absence of such declaration, the giving of notice to the Borrower by the
Administrative Agent, acting at the direction of the Required Lenders, that the
Commitments have been terminated.

      "Compliance Certificate" means a certificate duly completed and executed
by the chief financial or accounting Authorized Officer of Holdings,
substantially in the form of Exhibit E hereto.

      "Connrak" is defined in the seventh recital.

      "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon 


                                      -14-
<PAGE>

the shares of any other Person. The amount of any Person's obligation under any
Contingent Liability shall (subject to any limitation set forth therein) be
deemed to be the outstanding principal amount of the debt, obligation or other
liability guaranteed thereby.

      "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

      "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with Holdings, are treated as
a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA, or for purposes of Section 412 of the Code, Section 414(m) or Section
414(o) of the Code.

      "Credit Extension" means, as the context may require, (a) the making of a
Loan by a Lender and/or (b) the issuance of any Letter of Credit, or the
extension of any Stated Expiry Date of any previously issued Letter of Credit,
by the Issuer.

      "Credit Extension Request" means, as the context may require, any
Borrowing Request and/or Issuance Request.

      "Credit Lyonnais" is defined in the preamble.

      "Daboco" is defined in the third recital.

      "Debt" means (without duplication) the aggregate amount of all
Indebtedness of Holdings and its Subsidiaries that is of the type referred to in
clauses (a), (b), (c) and (f) of the definition of "Indebtedness" and any
Contingent Liability in respect of such Indebtedness.

      "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would, unless cured or waived,
constitute an Event of Default.

      "Defeasement/Redemption Documents" means the Holdings
Defeasement/Redemption Documents and the Borrower Defeasement/Redemption
Documents.

      "Disbursement" is defined in Section 2.6.2.

      "Disbursement Date" is defined in Section 2.6.2.

      "Disbursement Due Date" is defined in Section 2.6.2.

      "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it 


                                      -15-
<PAGE>

may be amended, supplemented or otherwise modified from time to time by the
Borrower with the written consent of the Required Lenders.

      "DLJ" is defined in the preamble.

      "DLJMB Entities" means DLJMB Funding II, Inc., DLJ Merchant Banking
Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Diversified
Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ First ESC L.L.C., DLJ
Offshore Partners II, C.V., DLJ EAB Partners, L.P., DLJ Millennium Partners,
L.P., DLJ Millennium-A Partners, L.P. and UK Investment Plan 1997 Partners.

      "Documentation Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor Documentation
Agent pursuant to Section 10.4.

      "Dollar" and the symbol "$" mean lawful money of the United States.

      "DRI I" is defined in the preamble.

      "EBITDA" means, for any applicable period, the sum (without duplication)
for Holdings and its Subsidiaries on a consolidated basis of

            (a) Net Income,

plus

            (b) the amount deducted in determining Net Income representing
      non-cash charges, including depreciation, amortization and deferred rent,

plus

            (c) the amount deducted in determining Net Income representing
      income taxes (whether actually paid or deferred),

plus

            (d) the amount deducted in determining Net Income representing
      Interest Expense,

plus

            (e) the amount deducted in determining Net Income representing
      extraordinary or 


                                      -16-
<PAGE>

      non-recurring expenses,

minus

            (f) an amount equal to the amount of all extraordinary or
      non-recurring non-cash credits included in determining Net Income.

      "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to public health and safety and
protection of the environment.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Event of Default" is defined in Section 8.1.

      "Excess Cash Flow" means, for any applicable period, the excess (if any),
of

            (a) EBITDA for such applicable period;

over

            (b) the sum (without duplication) (for such applicable period) of

                  (i) the cash portion of Interest Expense (net of interest
            income) for such applicable period;

      plus

                  (ii) scheduled payments and optional and mandatory
            prepayments, to the extent actually made, of the principal amount of
            the Term Loans or any other term Debt (including the principal
            component of payments in respect of Capitalized Lease Liabilities
            but excluding scheduled payments and optional and mandatory
            prepayments of (A) Indebtedness evidenced by the Holdings
            Subordinated Notes and the Senior Notes and (B) the Term Loans (as
            defined in the September 1997 Credit Agreement)) and mandatory
            prepayments of the principal amount of the Revolving Loans pursuant
            to clause (f) of Section 3.1.1 in connection with a permanent
            reduction of the Revolving Loan Commitment Amount, in each case for
            such applicable period;

      plus

                  (iii) all federal, state and foreign income taxes paid or
            payable by Holdings and its Subsidiaries during such applicable
            period;


                                      -17-
<PAGE>

      plus

                  (iv) Capital Expenditures of the Borrower and its Subsidiaries
            actually made during such applicable period pursuant to clause (a)
            of Section 7.2.7 (excluding Capital Expenditures of the Borrower and
            its Subsidiaries constituting Capitalized Lease Liabilities and by
            way of the incurrence of Indebtedness permitted pursuant to clause
            (e) of Section 7.2.2 to a vendor of any assets permitted to be
            acquired pursuant to Section 7.2.7 to finance the acquisition of
            such assets);

      plus

                  (v) Investments permitted and actually made, in cash, pursuant
            to clauses (d) and (i) of Section 7.2.5 during such applicable
            period;

      plus

                  (vi) the amount of the net increase (or minus a net decrease)
            of current assets, other than cash and Cash Equivalent Investments,
            over current liabilities of Holdings and its Subsidiaries for such
            applicable period;

      minus

                  (vii) the amount of tax refunds received by Holdings and its
            Subsidiaries during such applicable period.

      "Existing Credit Agreement" is defined in the first recital.

      "Existing Mortgage" means the mortgage, dated as of the Original Closing
Date and executed and delivered pursuant to Section 5.1.7 of the February 1998
Credit Agreement.

      "Existing Revolving Loans" means the Revolving Loans as defined in the
September 1998 Credit Agreement.

      "Existing Term A Loans" means the Term A Loans as defined in the September
1998 Credit Agreement.

      "Existing Term B Loans" means the Term B Loans as defined in the September
1998 Credit Agreement.

      "Existing Term C Loans" means, collectively, the August 1998 Term C Loans
and the 


                                      -18-
<PAGE>

September 1998 Term C Loans.

      "February 1998 Credit Agreement" means the Credit Agreement, dated as of
February 13, 1998 (together with all Loan Documents (as defined therein), in
each case as amended prior to the September 1998 Closing Date), among the
Borrower, the Parent Guarantors, the various financial institutions party
thereto, the Syndication Agent, the Administrative Agent and the Documentation
Agent.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to (a) the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or (b) if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.

      "Fee Letter" means the confidential fee letter, dated March 17, 1999,
between the Borrower and the Syndication Agent, which fee letter supersedes the
confidential fee letter, dated September 11, 1998, between such parties.

      "Fiscal Quarter" means any fiscal quarter of a Fiscal Year, which fiscal
quarters shall end on the last Saturday of each March, June, September or
December of such Fiscal Year.

      "Fiscal Year" means any period of twelve consecutive months ending on the
last Saturday of December of any calendar year.

      "Fixed Charge Coverage Ratio" means, at the end of any Fiscal Quarter, the
ratio computed for the period consisting of such Fiscal Quarter and each of the
three immediately prior Fiscal Quarters of

            (a) EBITDA for all such Fiscal Quarters

to

            (b) the sum (without duplication) of

                  (i) Capital Expenditures of Holdings and its Subsidiaries
            actually made during all such Fiscal Quarters pursuant to clause (a)
            of Section 7.2.7 (excluding Capital Expenditures of Holdings and its
            Subsidiaries constituting Capitalized Lease Liabilities and by way
            of the incurrence of Indebtedness permitted pursuant to clause (e)
            of Section 7.2.2 to a vendor of any assets permitted to be acquired
            pursuant to Section 7.2.7 to finance the acquisition of such
            assets);


                                      -19-
<PAGE>

      plus

                  (ii) the cash portion of Interest Expense (net of cash
            interest income) for all such Fiscal Quarters;

      plus

                  (iii) all scheduled payments of principal of the Term Loans
            and other term Debt (including the principal component of payments
            in respect of any Capitalized Lease Liabilities) during all such
            Fiscal Quarters;

      plus

                  (iv) all federal, state and foreign income taxes paid or
            payable by Holdings and its Subsidiaries during such applicable
            period;

      plus

                  (v) Restricted Payments of the types described in clause (e)
            of Section 7.2.6 made during such applicable period.

      "Fleet" is defined in the preamble.

      "Foreign Subsidiary" means any Subsidiary of the Borrower (a) which is
organized under the laws of any jurisdiction outside of the United States of
America, (b) which conducts the major portion of its business outside of the
United States of America and (c) all or substantially all of the property and
assets of which are located outside of the United States of America.

      "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

      "GAAP" is defined in Section 1.4.

      "Guarantees" means, as the context may require, the Parent Guaranty and/or
the Subsidiary Guaranty.

      "Guarantors" means, collectively, the Parent Guarantors and the Subsidiary
Guarantors, if any.

      "Hazardous Material" means


                                      -20-
<PAGE>

            (a) any "hazardous substance", as defined by CERCLA;

            (b) any "hazardous waste", as defined by the Resource Conservation
      and Recovery Act, as amended;

            (c)  any petroleum product; or

            (d) any pollutant or contaminant or hazardous, dangerous or toxic
      chemical, material or substance within the meaning of any other applicable
      federal, state or local law, regulation, ordinance or requirement
      (including consent decrees and administrative orders) relating to or
      imposing liability or standards of conduct concerning any hazardous, toxic
      or dangerous waste, substance or material, all as amended or hereafter
      amended.

      "Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.

      "herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

      "Holdings" is defined in the preamble.

      "Holdings Defeasement/Redemption Documents" means the notices and
documentation pursuant to which Holdings deposited at least $106,427,535.00 in
an irrevocable trust for the purpose of defeasing the Holdings Subordinated
Notes and concurrently issued redemption notices pursuant to which Holdings
redeemed all such Holdings Subordinated Notes no later than March 16, 1998, at a
redemption price of no more than 107.5% of the Accreted Value thereof.

      "Holdings Pledge Agreement" means the Amended and Restated Pledge
Agreement executed and delivered by Holdings pursuant to Section 3.1.7 of the
September 1998 Amendment Agreement (a conformed copy of which is attached hereto
as Exhibit G-1), as amended, supplemented, amended and restated or otherwise
modified from time to time.

      "Holdings Subordinated Notes" is defined in clause (a) of the fifth
recital.

      "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification
(a) which is of a "going concern" or similar nature, 


                                      -21-
<PAGE>

(b) which relates to the limited scope of examination of matters relevant to
such financial statement, or (c) which relates to the treatment or
classification of any item in such financial statement and which, as a condition
to its removal, would require an adjustment to such item the effect of which
would be to cause such Obligor to be in default of any of its obligations under
Section 7.2.4.

      "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

      "Indebtedness" of any Person means (without duplication):

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments;

            (b) all obligations, contingent or otherwise, relative to the face
      amount of all letters of credit, whether or not drawn, and banker's
      acceptances issued for the account of such Person;

            (c) all obligations of such Person as lessee under leases which have
      been or should be, in accordance with GAAP, recorded as Capitalized Lease
      Liabilities;

            (d) all other items which, in accordance with GAAP, would be
      included as liabilities on the liability side of the balance sheet of such
      Person as of the date at which Indebtedness is to be determined;

            (e) net liabilities of such Person under all Hedging Obligations;

            (f) whether or not so included as liabilities in accordance with
      GAAP, all obligations of such Person to pay the deferred purchase price of
      property or services, and indebtedness (excluding prepaid interest
      thereon) secured by a Lien on property owned or being purchased by such
      Person (including indebtedness arising under conditional sales or other
      title retention agreements), whether or not such indebtedness shall have
      been assumed by such Person or is limited in recourse; provided, however,
      that, to the extent such Indebtedness is limited in recourse to the assets
      securing such Indebtedness, the amount of such Indebtedness shall be
      limited to the fair market value of such assets;

            (g) Redeemable Capital Stock; and

            (h) all Contingent Liabilities of such Person in respect of any of
      the foregoing.


                                      -22-
<PAGE>

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer (to the extent such Person is liable for
such Indebtedness).

      "Indemnified Liabilities" is defined in Section 11.4.

      "Indemnified Parties" is defined in Section 11.4.

      "Interest Coverage Ratio" means, at the end of any Fiscal Quarter, the
ratio computed for the period consisting of such Fiscal Quarter and each of the
three immediately prior Fiscal Quarters of:

            (a) EBITDA (for all such Fiscal Quarters)

to

            (b) the cash portion of Interest Expense (for all such Fiscal
      Quarters).

      "Interest Expense" means, for any applicable period, the aggregate
consolidated interest expense of Holdings and its Subsidiaries for such
applicable period, as determined in accordance with GAAP, including the portion
of any payments made in respect of Capitalized Lease Liabilities allocable to
interest expense.

      "Interest Period" means, as to any LIBO Rate Loan, the period commencing
on the Borrowing date of such Loan or on the date on which the Loan is converted
into or continued as a LIBO Rate Loan, and ending on the date one, two, three or
six months thereafter as selected by the Borrower in its Borrowing Request or
its Conversion/Continuation Notice; provided, however that:

            (a) if any Interest Period would otherwise end on a day that is not
      a Business Day, that Interest Period shall be extended to the following
      Business Day unless the result of such extension would be to carry such
      Interest Period into another calendar month, in which event such Interest
      Period shall end on the immediately preceding Business Day;

            (b) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period;

            (c) no Interest Period for any Loan shall extend beyond the Stated
      Maturity Date for such Loan;


                                      -23-
<PAGE>

            (d) no Interest Period applicable to a Term Loan or any portion
      thereof shall extend beyond any date upon which is due any scheduled
      principal payment in respect of the Term Loans unless the aggregate
      principal amount of Term Loans represented by Base Rate Loans, or by LIBO
      Rate Loans having Interest Periods that will expire on or before such
      date, equals or exceeds the amount of such principal payment; and

            (e) there shall be no more than five Interest Periods in effect at
      any one time.

      "Investment" means, relative to any Person, (a) any loan or advance made
by such Person to any other Person (excluding commission, travel and similar
advances to officers, directors and employees (or individuals acting in similar
capacities) made in the ordinary course of business), and (b) any ownership or
similar interest held by such Person in any other Person. The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon (and without adjustment by reason of the
financial condition of such other Person) and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such property at
the time of such transfer or exchange.

      "IPO" is defined in clause (b) of the fourth recital.

      "Issuance Request" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit B-2 hereto.

      "Issuer" means Fleet, in its capacity as issuer of Letters of Credit and
any Lender as may be designated by the Borrower (and consented to by the Agents
and such Lender, such consent by the Agents not to be unreasonably withheld), in
its capacity as issuer of Letters of Credit.

      "Lender Assignment Agreement" means a Lender Assignment Agreement,
substantially in the form of Exhibit J hereto.

      "Lenders" is defined in the preamble.

      "Letter of Credit" is defined in Section 2.1.3.

      "Letter of Credit Commitment" means, with respect to the Issuer, the
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.3 and,
with respect to each of the other Lenders that has a Revolving Loan Commitment,
the obligation of each such Lender to participate in such Letters of Credit
pursuant to Section 2.6.1.

      "Letter of Credit Commitment Amount" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.


                                      -24-
<PAGE>

      "Letter of Credit Outstandings" means, on any date, an amount equal to the
sum of

            (a) the then aggregate amount which is undrawn and available under
      all issued and outstanding Letters of Credit,

plus

            (b) the then aggregate amount of all unpaid and outstanding
      Reimbursement Obligations in respect of such Letters of Credit.

      "Leverage Ratio" means, at the end of any Fiscal Quarter, the ratio of

            (a) total Debt of Holdings and its Subsidiaries on a consolidated
      basis outstanding at such time;

to

            (b) EBITDA for the period of four consecutive Fiscal Quarters ended
      on such date.

      "LIBO Rate" means, relative to any Interest Period for LIBO Rate Loans,
the interest rate per annum for deposits in Dollars, if any, for a period equal
to the relevant Interest Period which appears on Telerate Page 3750 at
approximately 11:00 a.m., London time, prior to the commencement of such
Interest Period. If such a rate does not appear on Telerate Page 3750, the LIBO
Rate shall be the rate of interest per annum determined by the Administrative
Agent to be the arithmetic mean (rounded upward to the next 1/16th of 1%) of the
rates of interest per annum at which dollar deposits in the approximate amount
of the Loan to be made or continued as, or converted into, a LIBO Rate Loan by
the Administrative Agent and having a maturity comparable to such Interest
Period would be offered to the Administrative Agent in the London interbank
market at its request at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

      "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

      "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, the rate of interest per annum (rounded upwards to the next 1/16th of
1%) determined by the Administrative Agent as follows:


                                      -25-
<PAGE>

    LIBO Rate                    LIBO Rate
     (Reserve       =
    Adjusted)
                       ------------------------------
                       1.00 - LIBOR Reserve Percentage

      The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be adjusted automatically as to all LIBO Rate Loans then outstanding
as of the effective date of any change in the LIBOR Reserve Percentage.

      "LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such on Schedule II hereto or designated in the Lender Assignment
Agreement pursuant to which such Lender became a Lender hereunder or such other
office of a Lender as shall be so designated from time to time by notice from
such Lender to the Borrower and the Administrative Agent, which shall be making
or maintaining LIBO Rate Loans of such Lender hereunder.

      "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO
Rate Loans, the percentage (expressed as a decimal, rounded upward to the next
1/16th of 1%) in effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the F.R.S. Board for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

      "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or any other priority or preferential treatment
of any kind or nature whatsoever that has the practical effect of creating a
security interest in property.

      "Loan" means, as the context may require, a Revolving Loan, a Term Loan
and/or a Swing Line Loan, of any type.

      "Loan Document" means this Agreement, the Amendment Agreement, the Notes,
the Letters of Credit, each Rate Protection Agreement, each Borrowing Request,
each Issuance Request, the Fee Letter, each Pledge Agreement, the Subsidiary
Guaranty, each Mortgage (upon execution and delivery thereof), each Security
Agreement and each other agreement, document or instrument delivered in
connection with this Agreement or any other Loan Document, whether or not
specifically mentioned herein or therein.

      "Material Adverse Effect" means (a) a material adverse effect on the
business, assets, debt service capacity, tax position, environmental liability,
financial condition, operations, 


                                      -26-
<PAGE>

properties or prospects of the Borrower and its Subsidiaries, taken as a whole,
or Holdings and its Subsidiaries, taken as a whole, (b) a material impairment of
the ability of the Borrower or any other Obligor to perform its respective
material obligations under the Loan Documents to which it is or will be a party,
or (c) an impairment of the validity or enforceability of, or a material
impairment of the rights, remedies or benefits available to the Issuer, the
Agents, the Documentation Agent, the Arranger or the Lenders under this
Agreement or any other Loan Document.

      "Material Documents" means the Merger Documents, the Senior Subordinated
Note Documents, the Recapitalization Agreement, the Defeasement/Redemption
Documents, the Rapid Remit Program Documents, the Rock Bottom Acquisition
Documents and the Borrower Partnership Agreement, each as amended or otherwise
modified from time to time in accordance with the terms thereof and hereof.

      "Merger" is defined in the third recital.

      "Merger Documents" means the Agreement and Plan of Merger, dated as of
February 2, 1998, between Holdings and Daboco and the Certificate of Merger of
Daboco Inc. into Duane Reade Inc. referred to therein, in each case as in effect
on the Closing Date and as the same may be amended or otherwise modified from
time to time thereafter in accordance with the terms hereof and thereof.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means, collectively, the Existing Mortgage and each Mortgage or
Deed of Trust executed and delivered pursuant to the terms of this Agreement
(including Section 7.1.8(b)), in form and substance reasonably satisfactory to
the Agents.

      "Net Debt Proceeds" means, with respect to the incurrence, sale or
issuance by the Borrower, any Parent Guarantor or any of their respective
Subsidiaries of any Debt (other than Debt permitted by Section 7.2.2 as in
effect on the date hereof), the excess of:

            (a) the gross cash proceeds received by the Borrower, any Parent
      Guarantor or any of their respective Subsidiaries from such incurrence,
      sale or issuance,

over

            (b) all reasonable and customary underwriting commissions and legal,
      investment banking, brokerage and accounting and other professional fees,
      sales commissions and disbursements and all other reasonable fees,
      expenses and charges, in each case actually incurred in connection with
      such incurrence, sale or issuance.


                                      -27-
<PAGE>

      "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of the Borrower, any Parent Guarantor or any of
their respective Subsidiaries (other than sales permitted pursuant to clause
(a), (b) or (c) of Section 7.2.9), the excess of

            (a) the gross cash proceeds received by the Borrower, any Parent
      Guarantor or any of their respective Subsidiaries from any such sale,
      transfer or other disposition and any cash payments received in respect of
      promissory notes or other non-cash consideration delivered to the
      Borrower, such Parent Guarantor or such Subsidiary in respect thereof,

less

            (b) the sum (without duplication) of (i) all reasonable and
      customary fees and expenses with respect to legal, investment banking,
      brokerage, accounting and other professional fees, sales commissions and
      disbursements and all other reasonable fees, expenses and charges, in each
      case actually incurred in connection with such sale, transfer or other
      disposition, (ii) all taxes and other governmental costs and expenses
      actually paid or estimated by Holdings (in good faith) to be payable in
      cash in connection with such sale, transfer or other disposition, and
      (iii) payments made by the Borrower, any Parent Guarantor or any of their
      respective Subsidiaries to retire Indebtedness (other than the Credit
      Extensions) of the Borrower, such Parent Guarantor or such Subsidiary
      where payment of such Indebtedness is required in connection with such
      sale, transfer or other disposition;

provided, however, that if, after the payment of all taxes with respect to such
sale, transfer or other disposition, the amount of estimated taxes, if any,
pursuant to clause (b)(ii) above exceeded the tax amount actually paid in cash
in respect of such sale, transfer or other disposition, the aggregate amount of
such excess shall, at such time, constitute Net Disposition Proceeds.

      "Net Equity Proceeds" means with respect to the sale or issuance by the
Borrower, any Parent Guarantor or any of their respective Subsidiaries to any
Person, whether pursuant to a public or private offering, of any of its Capital
Stock or any warrants or options with respect to its Capital Stock or the
exercise of any such warrants or options after the Closing Date (other than
pursuant to any subscription agreement, incentive plan or similar arrangement
with any officer, employee or director of the Borrower, such Parent Guarantor or
such Subsidiary), the excess of:

            (a) the gross cash proceeds received by the Borrower, such Parent
      Guarantor or such Subsidiary from such sale, exercise or issuance,

over


                                      -28-
<PAGE>

            (b) all reasonable and customary underwriting commissions and legal,
      investment banking, brokerage, accounting and other professional fees,
      sales commissions and disbursements and all other reasonable fees,
      expenses and charges, in each case actually incurred in connection with
      such sale, exercise or issuance.

      "Net Income" means, for any period, the net income of Holdings and its
Subsidiaries for such period on a consolidated basis, excluding extraordinary
and non-recurring gains and extraordinary losses incurred in connection with the
Transaction.

      "Net Worth" means the consolidated net worth of Holdings and its
Subsidiaries.

      "New Transaction" is defined in clause (a) of the ninth recital.

      "Note" means, as the context may require, a Revolving Note, a Term Note, a
Swing Line Note and/or a Registered Note.

      "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement, any Rate Protection Agreement, the Notes, each Letter of Credit and
each other Loan Document.

      "Obligor" means the Borrower or any other Person (other than any Agent,
the Documentation Agent, the Arranger, the Issuer or any Lender) obligated under
any Loan Document.

      "Organic Document" means, relative to any Obligor, its partnership
agreement, its certificate of incorporation, its by-laws and all shareholder or
equity holder agreements, voting trusts and similar arrangements to which such
Obligor is a party or which is applicable to any of its Capital Stock, its
partnership agreement and all other arrangements relating to the control or
management of such entity.

      "Original Transaction" is defined in clause (d) of the fifth recital.

      "Paid Visit" is defined in Section 7.1.5.

      "Parent Guarantors" is defined in the preamble.

      "Parent Guaranty" means the Obligations of the Parent Guarantors under
Article IX.

      "Participant" is defined in Section 11.11.2.

      "Partnership Security Agreement" means the Amended and Restated Security
Agreement executed and delivered by an Authorized Officer of each of Holdings
and DRI I pursuant to 


                                      -29-
<PAGE>

Section 3.1.8 of the September 1998 Amendment Agreement (a conformed copy of
which is attached hereto as Exhibit F-1), as amended, supplemented, amended and
restated or otherwise modified from time to time.

      "PBGC" means the Pension Benefit Guaranty Corporation and any successor
entity.

      "Pension Plan" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which Holdings or any
corporation, trade or business that is, along with Holdings, a member of a
Controlled Group, has or within the prior six years has had any liability,
including any liability by reason of having been a substantial employer within
the meaning of section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under section
4069 of ERISA.

      "Percentage" means, relative to any Lender, the applicable percentage
relating to Term A Loans, Term B Loans, August 1998 Term C Loans, September 1998
Term C Loans, Additional Term C Loans or Revolving Loans, as the case may be, as
set forth opposite its name on Schedule II hereto under the applicable column
heading or set forth in Lender Assignment Agreement(s) under the applicable
column heading, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to Section 11.11. A Lender shall not have any
Commitment to make Additional Term C Loans or Revolving Loans (as the case may
be) if its percentage under the applicable column heading on Schedule II is
zero. As used herein, "Percentage" as it relates to a Lender's Percentage of
Letter of Credit Outstandings or Swing Line Loans shall be equal to such
Lender's Percentage of Revolving Loans.

      "Perfection Certificate" means the Perfection Certificate executed and
delivered by an Authorized Officer of each Obligor that is a party to a Security
Agreement pursuant to Section 7.1.7, substantially in the form of Exhibit I
hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

      "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

      "Pharmaceutical Laws" means Federal, state and local laws, rules or
regulations, codes, orders, decrees, judgments or injunctions issued,
promulgated, approved or entered, relating to dispensing, storing or
distributing prescription medicines or products, including laws, rules or
regulations relating to the qualifications of Persons employed to do the same.

      "Pharmacy Fund" means Pharmacy Fund Receivables, Inc., a New York
corporation, and any successor thereto.


                                      -30-
<PAGE>

      "Plan" means any Pension Plan or Welfare Plan.

      "Pledge Agreement" means, as the context may require, the Holdings Pledge
Agreement, the Borrower Pledge Agreement and/or the Subsidiary Pledge Agreement.

      "Prescription Receivables" is defined in clause (b) of Section 7.2.9.

      "Pro Forma Balance Sheets" is defined in Section 3.1.6 of the Amendment
Agreement.

      "Property Waiver" means, with respect to premises leased by an Obligor, a
waiver and release in favor of the Agents for the benefit of the Lenders
relating to any liens the lessor of such premises may have with respect to the
assets of such Obligor located on or at such premises, in form and substance
reasonably satisfactory to the Agents.

      "Quarterly Payment Date" means the fifteenth day of each February, May,
August and November, or, if any such day is not a Business Day, the next
succeeding Business Day.

      "Rapid Remit Program" shall mean the program pursuant to which
Prescription Receivables are sold by the Borrower to Pharmacy Fund for cash
pursuant to the Rapid Remit Program Documents.

      "Rapid Remit Program Documents" shall mean (a) the Purchase Agreement,
dated as of March 10, 1997, between the Borrower and Pharmacy Fund and each
other document or agreement entered into in connection therewith, in each case
as in effect on the Closing Date and as the same may be amended or otherwise
modified from time to time thereafter in accordance with the terms hereof and
thereof, and (b) each of the other documents and agreements entered into in
connection therewith after the Closing Date in form and substance satisfactory
to the Syndication Agent, and as each such other document and agreement may be
amended or otherwise modified from time to time thereafter in accordance with
the terms hereof and thereof.

      "Rate Protection Agreement" means, collectively, any interest rate swap,
cap, collar or similar agreement entered into by the Borrower in respect of the
Loans pursuant to the terms of this Agreement under which the counterparty to
such agreement is (or at the time such Rate Protection Agreement was entered
into, was) a Lender or an Affiliate of a Lender.

      "Real Property" means, with respect to any Person, all of the right, title
and interest of such Person in and to lands, improvements and fixtures,
including all of the rights, title and interest of such Person as Lessee or
licensee in, to and under leases or licenses of land, improvements and fixtures.

      "Recapitalization Agreement" shall mean the Recapitalization Agreement,
dated as of 


                                      -31-
<PAGE>

June 18, 1997, among the DLJMB Entities and the stockholders parties thereto and
Holdings and each other document or agreement entered into in connection
therewith, in each case as in effect on the Closing Date and as the same may be
amended or otherwise modified from time to time thereafter in accordance with
the terms hereof and thereof.

      "Redeemable Capital Stock" means, with respect to any Person, any class of
Capital Stock of such Person or any of its Subsidiaries which, either by its
terms, by the terms of any security into which it is convertible or exchangeable
or otherwise, (a) is or upon the happening of an event or passage of time would
be required to be redeemed on or prior to the first anniversary of the Stated
Maturity Date for the Term C Loans, (b) is redeemable at the option of the
holder thereof at any time prior to such anniversary or (c) is convertible into
or exchangeable for debt securities of such Person or any of its Subsidiaries at
any time prior to such anniversary; provided, however, that for purposes of
clauses (a) and (b) of this definition, any issuances of equity interests or the
right to directly or indirectly acquire any equity interests of such Person
pursuant to any director or employee stock option or similar plan of such Person
shall be deemed not to be Redeemable Capital Stock.

      "Refinancing" is defined in the third recital.

      "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

      "Register" is defined in clause (b) of Section 2.7.

      "Registered Note" means a promissory note of the Borrower payable to the
order of any Lender, in the form of Exhibit A-7 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time in accordance
with the terms hereof and thereof), evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Term A Loans, Term B Loans,
Term C Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

      "Reimbursement Obligation" is defined in Section 2.6.3.

      "Reinstatement Date" is defined in Section 4.1.

      "Related Fund" means, with respect to any Lender that is a fund that
invests in loans, any other fund that invests in loans and is managed by the
same investment advisor or investment manager as such Lender.

      "Release" means a "release", as such term is defined in CERCLA.

      "Replacement Lender" is defined in Section 4.10.

      "Replacement Notice" is defined in Section 4.10.


                                      -32-
<PAGE>

      "Required Lenders" means, at any time, Lenders holding greater than 50% of
(a) the Total Exposure Amount or (b) if the Revolving Loan Commitments shall
have been terminated or expired for purposes of acceleration pursuant to Section
8.3, the then outstanding Loans and Letter of Credit Outstandings.

      "Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to
time.

      "Restricted Payments" is defined in Section 7.2.6.

      "Revolving Loan" is defined in clause (a) of Section 2.1.2 and shall
include the Existing Revolving Loans held by the Lenders under the Existing
Credit Agreement which have been designated as Revolving Loans hereunder
pursuant to Section 2.3.3.

      "Revolving Loan Commitment" is defined in clause (a) of Section 2.1.2.

      "Revolving Loan Commitment Amount" means, on any date, $40,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Revolving Loan Commitment Termination Date" and "Commitment Termination
Date" mean the earliest of (a) February 15, 2004, (b) the date on which the
Revolving Loan Commitment Amount is terminated in full or reduced to zero
pursuant to Section 2.2, and (c) the date on which any Commitment Termination
Event occurs.

      "Revolving Note" means a promissory note of the Borrower payable to any
Lender, substantially in the form of Exhibit A-1 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time in accordance
with the terms hereof and thereof), evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Revolving Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

      "Rock Bottom" is defined in the seventh recital.

      "Rock Bottom Acquisition" is defined in the seventh recital.

      "Rock Bottom Acquisition Documents" means the Asset Purchase Agreement,
all schedules and exhibits thereto and each other agreement, document or
instrument delivered in connection therewith.

      "Rock Bottom Subsidiaries" means Connrak, RB Lindenhurst Corp., a Delaware
corporation, and RB Yonkers Corp., a Delaware corporation.


                                      -33-
<PAGE>

      "Rock Bottom Transaction" is defined in the seventh recital.

      "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc.

      "Sale and Leaseback Transaction" is defined in Section 7.2.14.

      "Secured Parties" means the Lenders, the Issuer, the Agents, the
Documentation Agent, each counterparty to a Rate Protection Agreement that is
(or at the time such Rate Protection Agreement was entered into, was) a Lender
or an Affiliate thereof and in each case, each of their respective successors,
transferees and assigns.

      "Security Agreement" means, as the context may require, the Partnership
Security Agreement, the Borrower Security Agreement and/or the Subsidiary
Security Agreement.

      "Sellers" is defined in the seventh recital.

      "Senior Notes" is defined in clause (b) of the fifth recital.

      "Senior Subordinated Note Documents" means the Senior Subordinated Note
Indenture, the Senior Subordinated Notes Guarantee and the Senior Subordinated
Notes, in each case as in effect on the Closing Date and as the same may be
amended or otherwise modified from time to time thereafter in accordance with
the terms hereof and thereof.

      "Senior Subordinated Note Indenture" means that certain indenture among
Holdings and the Borrower and DRI I, as subsidiary guarantors, and State Street
Bank and Trust Company of Connecticut, N.A., as Trustee, as in effect on the
Closing Date and as the same may be amended or otherwise modified from time to
time thereafter in accordance with the terms hereof and thereof.

      "Senior Subordinated Notes" is defined in clause (a) of the fourth
recital.

      "Senior Subordinated Notes Guarantee" means the joint and several
guarantees of the Borrower, DRI I and each other Subsidiary of Holdings in favor
of the holders of the Senior Subordinated Notes as set forth in Article 11 of
the Senior Subordinated Note Indenture and each Subsidiary Guarantee delivered
substantially in the form of Exhibit B to such indenture and, in each case,
subject to the Subordination provisions of Article 12 of such indenture and as
in effect on the Closing Date and as the same may be amended or otherwise
modified from time to time thereafter in accordance with the terms hereof and
thereof.

      "September 1997 Credit Agreement" is defined in clause (c) of the fifth
recital.

      "September 1998 Amendment Agreement" means the Amendment Agreement, dated
as 


                                      -34-
<PAGE>

of September 11, 1998, among the Borrower, the Parent Guarantors, the financial
institutions party thereto, the Documentation Agent and the Agents.

      "September 1998 Closing Date" means September 11, 1998, the date the
Borrowings of September 1998 Term C Loans were made under the Existing Credit
Agreement.

      "September 1998 Term C Loans" means the Additional Term C Loans (as
defined in the Existing Credit Agreement) held by the Lenders under the Existing
Credit Agreement which have been designated as September 1998 Term C Loans
hereunder pursuant to Section 2.3.3.

      "September 1998 Term C Note" means a promissory note of the Borrower
payable to the order of any Lender, in the form of Exhibit A-5 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to time
in accordance with the terms hereof and thereof), evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from outstanding September
1998 Term C Loans, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.

      "Solvency Certificate" means, as the context may require, a Solvency
Certificate to be executed and delivered by the chief financial or accounting
Authorized Officer of Holdings, substantially in the form of Exhibit L-1 hereto
and/or a Solvency Certificate to be executed and delivered by the chief
financial or accounting Authorized Officer of the Borrower, substantially in the
form of Exhibit L-2 hereto.

      "Solvent" means, with respect to any Person and its Subsidiaries on a
particular date, that on such date (a) the fair value of the property of such
Person and its Subsidiaries on a consolidated basis is greater than the total
amount of liabilities, including contingent liabilities, of such Person and its
Subsidiaries on a consolidated basis, (b) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such
Person and its Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay as such debts and liabilities mature,
and (d) such Person and its Subsidiaries on a consolidated basis is not engaged
in business or a transaction, and such Person and its Subsidiaries on a
consolidated basis is not about to engage in business or a transaction, for
which the property of such Person and its Subsidiaries on a consolidated basis
would constitute an unreasonably small capital. The amount of Contingent
Liabilities at any time shall be computed as the amount that, in light of all
the facts and circumstances existing at such time, can reasonably be expected to
become an actual or matured liability.

      "Stated Amount" of each Letter of Credit means the total amount available
to be drawn under such Letter of Credit upon the issuance thereof.


                                      -35-
<PAGE>

      "Stated Expiry Date" is defined in Section 2.6.

      "Stated Maturity Date" means (a) in the case of any Revolving Loan or any
Term A Loan, February 15, 2004, (b) in the case of any Term B Loan, February 15,
2005 and (c) in the case of any Term C Loan, February 15, 2006.

      "Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
Capital Stock (or other ownership interest) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time Capital
Stock (or other ownership interests) of any other class or classes of such
entity shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person.

      "Subsidiary Guarantor" means any Subsidiary of the Borrower that, pursuant
to Section 7.1.7, executes and delivers a Subsidiary Guaranty or a supplement to
a Subsidiary Guaranty.

      "Subsidiary Guaranty" means the Guaranty executed and delivered by an
Authorized Officer of a Subsidiary Guarantor pursuant to Section 7.1.7,
substantially in the form of Exhibit H hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Subsidiary Pledge Agreement" means the Pledge Agreement executed and
delivered by an Authorized Officer of each Subsidiary of the Borrower that is
not a Foreign Subsidiary pursuant to Section 7.1.7, substantially in the form of
Exhibit G-3 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

      "Subsidiary Security Agreement" means the Security Agreement executed and
delivered by an Authorized Officer of each Subsidiary of the Borrower that is
not a Foreign Subsidiary pursuant to Section 7.1.7, substantially in the form of
Exhibit F-3 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

      "Subject Property" is defined Section 7.1.8.

      "Swing Line Lender" means Fleet, in its capacity as Swing Line Lender
hereunder.

      "Swing Line Loan" is defined in clause (b) of Section 2.1.2.

      "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.2.


                                      -36-
<PAGE>

      "Swing Line Loan Commitment Amount" means, on any date, $5,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Swing Line Note" means a promissory note of the Borrower payable to the
Swing Line Lender, in the form of Exhibit A-8 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

      "Syndication Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor Syndication
Agent pursuant to Section 10.4.

      "Taxes" is defined in Section 4.6.

      "Telerate Page 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on the service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association interest settlement rates for Dollar deposits).

      "Term A Loans" means the Existing Term A Loans held by the Lenders under
the Existing Credit Agreement which have been designated as Term A Loans
hereunder pursuant to Section 2.3.3.

      "Term A Note" means a promissory note of the Borrower payable to the order
of any Lender, in the form of Exhibit A-2 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time in accordance with the
terms hereof and thereof), evidencing the aggregate Indebtedness of the Borrower
to such Lender resulting from outstanding Term A Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

      "Term B Loans" means the Existing Term B Loans held by the Lenders under
the Existing Credit Agreement which have been designated as Term B Loans
hereunder pursuant to Section 2.3.3.

      "Term B Note" means a promissory note of the Borrower payable to the order
of any Lender, in the form of Exhibit A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time in accordance with the
terms hereof and thereof), evidencing the aggregate Indebtedness of the Borrower
to such Lender resulting from outstanding Term B Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

      "Term C Loans" means, as the context may require, an Existing Term C Loan,
and/or an 


                                      -37-
<PAGE>

Additional Term C Loan.

      "Term Loan" means, as the context may require, a Term A Loan, a Term B
Loan and/or a Term C Loan.

      "Term Note" means, as the context may require, a Term A Note, a Term B
Note, an August 1998 Term C Note, a September 1998 Term C Note and/or an
Additional Term C Note.

      "Total Exposure Amount" means, on any date of determination, the then
outstanding principal amount of all Term Loans, the Revolving Loan Commitment
Amount then in effect and the Additional Term C Loan Commitment Amount then in
effect.

      "Tranche" means, as the context may require, the Loans constituting Term A
Loans, Term B Loans, Term C Loans, Revolving Loans and/or Swing Line Loans.

      "Transaction" is defined in the seventh recital.

      "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York.

      "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

      "Valuation Amount" means, with respect to any real property, the greater
of the fair market value or the purchase price of such real property.

      "Waiver" means an agreement in favor of the Agents for the benefit of the
Lenders in form and substance reasonably satisfactory to the Agents.

      "Welfare Plan" means a "welfare plan", as such term is defined in section
3(1) of ERISA, and to which the Borrower has any liability.

      "Wholly-owned Subsidiary" shall mean, with respect to any Person, any
Subsidiary of such Person all of the Capital Stock (and all rights and options
to purchase such Capital Stock) of which, other than directors' qualifying
shares, are owned, beneficially and of record, by such Person and/or one or more
wholly-owned Subsidiaries of such Person.

      SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such 


                                      -38-
<PAGE>

meanings when used in the Disclosure Schedule and in each other Loan Document,
notice and other communication delivered from time to time in connection with
this Agreement or any other Loan Document.

      SECTION 1.3. Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

      SECTION 1.4. Accounting and Financial Determinations. (a) Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder (including under Section 7.2.4) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall be prepared in
accordance, and in a manner consistent, with those generally accepted accounting
principles ("GAAP"), as in effect on December 28, 1996 and as used to prepare
the audited consolidated financial statements of Holdings and its Subsidiaries
for the Fiscal Year ending on such date and, unless otherwise expressly provided
herein, shall be computed or determined on a consolidated basis and without
duplication.

      (b) For purposes of calculating each of the Fixed Charge Coverage Ratio,
the Interest Coverage Ratio and the Leverage Ratio, each such ratio shall be
calculated giving pro forma effect to any acquisition, disposition, merger,
consolidation or discontinued operation (including any related financing
transaction) made by the Borrower or any of its Subsidiaries during the period
comprised of the Fiscal Quarters that are the subject of such calculation as if
such acquisition, disposition, merger, consolidation or discontinued operation
(including such related financing transaction) had been made at the beginning of
such period. Not in limitation of the immediately preceding sentence but in
furtherance thereof, for purposes of such calculation, EBITDA for such period
shall be calculated to (i) include the EBITDA (adjusted to exclude the cost of
any compensation, remuneration or other benefit paid or provided to any
employee, consultant, Affiliate or equity owner of the acquired entities to the
extent such costs are eliminated and not replaced and as determined in good
faith by the chief financial or accounting Authorized Officer of Holdings)
attributable to any business or assets acquired by the Borrower or any of its
Subsidiaries utilizing the actual revenues attributable to such business or
assets for such and the expenses that would have been attributable to such
business or assets had the Borrower acquired such business or assets at the
beginning of such period and (ii) exclude the EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations,
businesses and assets disposed of prior to the end of such period from such
calculation, in each case, as determined in good faith by the chief financial or
accounting Authorized Officer of Holdings.


                                      -39-
<PAGE>

                                   ARTICLE II

                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

      SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Sections 2.1.4 and 2.1.5) and the Amendment Agreement
(including Article III thereof),

            (a) each Lender severally agrees to make Loans (other than Swing
      Line Loans) pursuant to the Commitments and the Swing Line Lender agrees
      to make Swing Line Loans pursuant to the Swing Line Loan Commitment, in
      each case as described in this Section 2.1; and

            (b) the Issuer agrees that it will issue Letters of Credit pursuant
      to Section 2.1.3, and each other Lender that has a Revolving Loan
      Commitment severally agrees that it will purchase participation interests
      in such Letters of Credit pursuant to Section 2.6.1.

      SECTION 2.1.1. Additional Term C Loan Commitments. Subject to compliance
by the Borrower with the terms hereof (including Section 2.1.4, and 5.2) and the
terms of the Amendment Agreement (including Article III thereof), on (but solely
on) the Amendment Effective Date each Lender that has a Percentage in excess of
zero of the Additional Term C Loan Commitment Amount will make loans (relative
to such Lender, its "Additional Term C Loans") to the Borrower equal to such
Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of
Additional Term C Loans requested by the Borrower to be made on the Amendment
Effective Date (the commitment of each such Lender described in this Section
2.1.1 is herein referred to as its "Additional Term C Loan Commitment"). No
amounts paid or prepaid with respect to any Additional Term C Loans may be
reborrowed.

      SECTION 2.1.2. Revolving Loan Commitment and Swing Line Loan Commitment.
Subject to compliance by the Borrower with the terms hereof (including Section
2.1.4 and 5.2) and the Amendment Agreement (including Article III thereof), from
time to time on any Business Day prior to the Revolving Loan Commitment
Termination Date,

            (a) each Lender that has a Percentage in excess of zero of the
      Revolving Loan Commitment Amount will make loans (relative to such Lender,
      its "Revolving Loans") to the Borrower equal to such Lender's Percentage
      of the aggregate amount of the Borrowing or Borrowings of Revolving Loans
      requested by the Borrower to be made on such day. The Commitment of each
      Lender described in this clause (a) is herein referred to as its
      "Revolving Loan Commitment". On the terms and subject to the conditions
      hereof, the Borrower may from time to time borrow, prepay and reborrow
      Revolving Loans.


                                      -40-
<PAGE>

            (b) the Swing Line Lender will make loans (each a "Swing Line Loan")
      to the Borrower equal to the principal amount of the Swing Line Loan
      requested by the Borrower to be made on such day. The Commitment of the
      Swing Line Lender described in this clause (b) is herein referred to as
      its "Swing Line Loan Commitment". On the terms and subject to the
      conditions hereof, the Borrower may from time to time borrow, prepay and
      reborrow Swing Line Loans.

      SECTION 2.1.3. Letter of Credit Commitment. Subject to compliance by the
Borrower with the terms hereof (including Section 2.1.4 and 5.2) and the
Amendment Agreement (including Article III thereof), from time to time on any
Business Day prior to the Revolving Loan Commitment Termination Date, the Issuer
will (a) issue one or more standby or commercial letters of credit (each
referred to as a "Letter of Credit") for the account of the Borrower in the
Stated Amount requested by the Borrower on such day, or (b) extend the Stated
Expiry Date of an existing standby or commercial Letter of Credit previously
issued hereunder.

      SECTION 2.1.4. Lenders Not Permitted or Required to Make the Loans. No
Lender shall be permitted or required to, and the Borrower shall not request any
Lender to, make

            (a) any Additional Term C Loan if, after giving effect thereto, the
      aggregate original principal amount of all the Additional Term C Loans (i)
      of all Lenders would exceed the Additional Term C Loan Commitment Amount,
      or (ii) of such Lender would exceed such Lender's Percentage of the
      Additional Term C Loan Commitment Amount; or

            (b) any Revolving Loan if, after giving effect thereto, the
      aggregate outstanding principal amount of all the Revolving Loans (i) of
      all Lenders, together with all Letter of Credit Outstandings and the
      aggregate outstanding principal amount of all Swing Line Loans, would
      exceed the Revolving Loan Commitment Amount, or (ii) of such Lender (other
      than the Swing Line Lender), together with its Percentage of all Letter of
      Credit Outstandings, would exceed such Lender's Percentage of the
      Revolving Loan Commitment Amount; or

            (c) any Swing Line Loan if, after giving effect thereto, the
      aggregate outstanding principal amount of all Swing Line Loans (i) would
      exceed the Swing Line Loan Commitment Amount, or (ii) together with all
      Letter of Credit Outstandings and the aggregate outstanding principal
      amount of all Revolving Loans, would exceed the Revolving Loan Commitment
      Amount.

      SECTION 2.1.5. Issuer Not Permitted or Required to Issue Letters of
Credit. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit 


                                      -41-
<PAGE>

Outstandings would exceed the Letter of Credit Commitment Amount or (b) the sum
of the aggregate amount of all Letter of Credit Outstandings plus the aggregate
principal amount of all Revolving Loans and all Swing Line Loans then
outstanding would exceed the Revolving Loan Commitment Amount.

      SECTION 2.2. Reduction of the Commitment Amounts. The Commitment Amounts
are subject to reductions from time to time pursuant to this Section 2.2.

      SECTION 2.2.1. Optional. The Borrower may, from time to time on any
Business Day occurring after the time of the initial Credit Extension hereunder,
voluntarily reduce the Revolving Loan Commitment Amount; provided, however, that
all such reductions shall require at least three Business Days' prior notice to
the Administrative Agent and be permanent, and any partial reduction of any
Commitment Amount shall be in an aggregate amount of $5,000,000 or any larger
integral multiple of $1,000,000. Any such reduction of the Revolving Loan
Commitment Amount which reduces the Revolving Loan Commitment Amount below the
Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount
shall result in an automatic and corresponding reduction of the Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount, as the case may be,
to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as
so reduced, without any further action on the part of the Issuer or the Swing
Line Lender.

      SECTION 2.2.2. Mandatory. The Revolving Loan Commitment Amount shall,
without any further action, automatically and permanently be reduced

            (a) on the Revolving Loan Commitment Termination Date so that the
      Revolving Loan Commitment Amount equals $0; and

            (b) following the prepayment in full of the Term Loans, on the date
      the Term Loans would otherwise have been required to be prepaid pursuant
      to clause (b), (c), (d), (e) or (f) of Section 3.1.1, in an amount equal
      to the amount by which the Term Loans would otherwise have been required
      to be prepaid if any Term Loans had been outstanding. Any such reduction
      of the Revolving Loan Commitment Amount which reduces the Revolving Loan
      Commitment Amount below the Letter of Credit Commitment Amount or the
      Swing Line Loan Commitment Amount shall result in an automatic and
      corresponding permanent reduction of the Letter of Credit Commitment
      Amount or the Swing Line Loan Commitment Amount, as the case may be, to an
      aggregate amount not in excess of the Revolving Loan Commitment Amount, as
      so reduced, without any further action on the part of the Issuer or the
      Swing Line Lender.

      SECTION 2.3. Borrowing Procedures and Funding Maintenance. Loans (other
than Swing Line Loans) shall be made by the Lenders in accordance with Section
2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in accordance
with Section 2.3.2.


                                      -42-
<PAGE>

      SECTION 2.3.1. Additional Term C Loans and Revolving Loans. By delivering
a Borrowing Request to the Administrative Agent on or before 12:00 noon, New
York City time, on a Business Day, the Borrower may from time to time
irrevocably request, on not less than one Business Day's notice (in the case of
Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans)
nor more than five Business Days' notice (in the case of any Loans), that a
Borrowing be made, in the case of LIBO Rate Loans, in an aggregate amount of
$1,000,000 or any larger integral multiple of $500,000, and in the case of Base
Rate Loans, in an aggregate amount of $500,000 or any larger integral multiple
of $100,000, or, in either case, in the unused amount of the applicable
Commitment. No Borrowing Request shall be required, and the minimum aggregate
amounts specified under this Section 2.3.1 shall not apply, in the case of
Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing
Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed
Disbursements. On the terms and subject to the conditions of this Agreement,
each Borrowing shall be comprised of the type of Loans, and shall be made on the
Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New
York City time, on such Business Day each Lender shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify from time to time by notice to the
Lenders. To the extent funds are received from the Lenders, the Administrative
Agent shall make such funds available to the Borrower by wire transfer to the
accounts the Borrower shall have specified in its Borrowing Request. No Lender's
obligation to make any Loan shall be affected by any other Lender's failure to
make any Loan.

      SECTION 2.3.2. Swing Line Loans. (a) By telephonic notice, promptly
followed (within one Business Day) by the delivery of a confirming Borrowing
Request, to the Swing Line Lender and the Administrative Agent on or before
12:00 noon, New York City time, on the Business Day the proposed Swing Line Loan
is to be made, the Borrower may from time to time irrevocably request that a
Swing Line Loan be made by the Swing Line Lender in a minimum principal amount
of $100,000 or any larger integral multiple of $50,000. All Swing Line Loans
shall be made as Base Rate Loans and shall not be entitled to be converted into
LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by
the Swing Line Lender, by 5:00 p.m., New York City time, on the Business Day
telephonic notice is received by it as provided in this clause (a), to the
Borrower by wire transfer to the account the Borrower shall have specified in
its notice therefor.

      (b) If (i) any Swing Line Loan (A) shall be outstanding for more than four
Business Days or (B) is or will be outstanding on a date when the Borrower
requests that a Revolving Loan be made or (ii) any Default (other than a Default
of the nature set forth in Section 8.1.9) shall occur and be continuing, each
Lender with a Revolving Loan Commitment (other than the Swing Line Lender)
irrevocably agrees that it will, at the request of the Swing Line Lender and
upon notice from the Administrative Agent, make a Revolving Loan (which shall
initially be funded as a Base Rate Loan) in an amount equal to such Lender's
Percentage of the aggregate principal amount of all such Swing Line Loans then
outstanding (such outstanding Swing Line Loans 


                                      -43-
<PAGE>

hereinafter referred to as the "Refunded Swing Line Loans"); provided, that the
Swing Line Lender shall not request, and no Lender with a Revolving Loan
Commitment shall make, any Refunded Swing Line Loan if, after giving effect to
the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and
Revolving Loans made by such Lender, plus such Lender's Percentage of the
aggregate amount of all Letter of Credit Outstandings, would exceed such
Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or
before 11:00 a.m. (New York City time) on the first Business Day following
receipt by each Lender of a request to make Revolving Loans as provided in the
preceding sentence, each such Lender with a Revolving Loan Commitment shall
deposit in an account specified by the Swing Line Lender the amount so requested
in same day funds and such funds shall be applied by the Swing Line Lender to
repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make
the above referenced Revolving Loans, the Swing Line Lender shall be deemed to
have made, in consideration of the making of the Refunded Swing Line Loans, a
Revolving Loan in an amount equal to the Swing Line Lender's Percentage of the
aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or
deemed making, in the case of the Swing Line Lender) of any Revolving Loans
pursuant to this clause (b), the amount so funded shall become outstanding under
such Lender's Revolving Note and shall no longer be owed under the Swing Line
Note. All interest payable with respect to any Revolving Loans made (or deemed
made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be
appropriately adjusted to reflect the period of time during which the Swing Line
Lender had outstanding Swing Line Loans in respect of which such Revolving Loans
were made.

      (c) If, at any time prior to the making of Revolving Loans to replace any
outstanding Swing Line Loans pursuant to clause (b) above, any Default of the
nature of the nature set forth in Section 8.1.9 shall have occurred, each Lender
with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably
agrees that it will, at the request of the Swing Line Lender and upon notice
from the Administrative Agent, purchase an undivided participation interest in
all such Swing Line Loans in an amount equal to its Percentage of the aggregate
outstanding amount of such Swing Line Loans and transfer immediately to an
account identified by the Swing Line Lender, in immediately available funds, the
amount of its participation. The Swing Line Lender will deliver to each such
Lender, promptly following receipt of such funds, a participation certificate,
dated the date of receipt of such funds and in the amount of such Lender's
participation if requested to do so by such Lender.

      (d) The Borrower expressly agrees that, in respect of each Lender's funded
participation interest in any Swing Line Loan, such Lender shall be deemed to be
in privity of contract with the Borrower and have the same rights and remedies
against the Borrower under the Loan Documents as if such funded participation
interest in such Swing Line Loan were a Revolving Loan.

      (e) Each Lender's obligation (in the case of Lenders with a Revolving Loan
Commitment) to make Revolving Loans or purchase participation interests in Swing
Line Loans, 


                                      -44-
<PAGE>

as contemplated by clause (b) or (c) above, shall be absolute and unconditional
and without recourse to the Swing Line Lender and shall not be affected by any
circumstance, including (i) any set-off, counterclaim, recoupment, defense or
other right which such Revolving Lender may have against the Swing Line Lender,
the Borrower or any other Person for any reason whatsoever; (ii) the occurrence
or continuance of a Default, an Event of Default or a Material Adverse Effect;
(iii) the acceleration or maturity of any Loans or the termination of any
Commitment after the making of any Swing Line Loan; (iv) any breach of this
Agreement or any other Loan Document by the Borrower, any other Obligor or any
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

      SECTION 2.3.3. Existing Term A Loans, Existing Term B Loans, August 1998
Term C Loans and September 1998 Term C Loans. As of the Amendment Effective
Date, the Existing Term A Loans, the Existing Term B Loans, the August 1998 Term
C Loans originally made under the February 1998 Credit Agreement and continued
under the Existing Credit Agreement and the September 1998 Term C Loans
originally made under the Existing Credit Agreement shall continue to remain
outstanding hereunder as Term A Loans, Term B Loans, August 1998 Term C Loans
and September 1998 Term C Loans respectively, in each case, as if made hereunder
on the Amendment Effective Date.

      SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
noon, New York City time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than one Business Day's notice (in the case of a
conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice
(in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate
Loans into LIBO Rate Loans) nor more than five Business Days' notice (in the
case of any Loans) that all, or any portion (a) in a minimum amount of
$1,000,000 or any larger integral multiple of $500,000, be, in the case of Base
Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans,
continued as LIBO Rate Loans or (b) in a minimum amount of $500,000 or any
larger integral multiple of $100,000, be, in the case of LIBO Rate Loans,
converted into Base Rate Loans (in the absence of delivery of a
Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three
Business Days before the last day of the then current Interest Period with
respect thereto, such LIBO Rate Loan shall, on such last day, automatically
convert to a Base Rate Loan); provided, however, that (x) each such conversion
or continuation shall be pro rated among the applicable outstanding Loans of the
relevant Lenders, and (y) no portion of the outstanding principal amount of any
Loans may be continued as, or be converted into, LIBO Rate Loans when any
Default or Event of Default has occurred and is continuing.

      SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan, so long as such
action does not result in increased costs to the Borrower; 


                                      -45-
<PAGE>

provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have
been made and to be held by such Lender, and the obligation of the Borrower to
repay such LIBO Rate Loan shall nevertheless be to such Lender for the account
of such foreign branch, Affiliate or international banking facility; provided
further, however, that, except for purposes of determining whether any such
increased costs are payable by the Borrower, such Lender shall cause such
foreign branch, Affiliate or international banking facility to comply with the
applicable provisions of clause (b) of Section 4.6 with respect to such LIBO
Rate Loan. In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Section 4.1, 4.2, 4.3
or 4.4, it shall be conclusively assumed that each Lender elected to fund all
LIBO Rate Loans by purchasing Dollar deposits in its LIBOR Office's interbank
Eurodollar market.

      SECTION 2.6. Issuance Procedures. By delivering to the Administrative
Agent an Issuance Request on or before 12:00 noon, New York City time, on a
Business Day, the Borrower may, from time to time irrevocably request, on not
less than three nor more than ten Business Days' notice (or such shorter or
longer notice as may be acceptable to the Issuer), in the case of an initial
issuance of a Letter of Credit, and not less than three nor more than ten
Business Days' notice (unless a shorter or longer notice period is acceptable to
the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit,
in the case of a request for the extension of the Stated Expiry Date of a Letter
of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the
case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether
the account party on such Letter of Credit is the Borrower or a Subsidiary of
the Borrower) in such form as may be requested by the Borrower and approved by
the Issuer, for the purposes described in Section 7.1.9; provided, however, that
no extension of the Stated Expiry Date of an outstanding Letter of Credit may
provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving
Loan Commitment Termination Date and (ii) one year from the date of such
extension. Notwithstanding anything to the contrary contained herein or in any
separate application for any Letter of Credit, the Borrower hereby acknowledges
and agrees that it shall be obligated to reimburse the Issuer upon each
Disbursement paid under a Letter of Credit, and it shall be deemed to be the
obligor for purposes of each such Letter of Credit issued hereunder (whether the
account party on such Letter of Credit is the Borrower or a Subsidiary of the
Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall
promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall
by its terms be stated to expire on a date (its "Stated Expiry Date") no later
than the earlier to occur of (i) the Revolving Loan Commitment Termination Date
or (ii) one year from the date of its issuance. The Issuer will make available
to the beneficiary thereof the original of each Letter of Credit which it issues
hereunder.

      SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit issued by the Issuer pursuant hereto, and without further
action, each Lender (other than the Issuer) that has a Revolving Loan Commitment
shall be deemed to have irrevocably purchased from the Issuer, to the extent of
its Percentage in respect of Revolving Loans, and the 


                                      -46-
<PAGE>

Issuer shall be deemed to have irrevocably granted and sold to such Lender a
participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation and all rights with respect thereto),
and such Lender shall, to the extent of its Percentage in respect of Revolving
Loans, be responsible for reimbursing promptly (and in any event within one
Business Day) the Issuer for Reimbursement Obligations which have not been
reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such
Lender shall, to the extent of its Percentage in respect of Revolving Loans, be
entitled to receive a ratable portion of the Letter of Credit fees payable
pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest
payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To
the extent that any Lender has reimbursed the Issuer for a Disbursement as
required by this Section, such Lender shall be entitled to receive its ratable
portion of any amounts subsequently received (from the Borrower or otherwise) in
respect of such Disbursement.

      SECTION 2.6.2. Disbursements; Conversion to Revolving Loans. The Issuer
will notify the Borrower and the Administrative Agent promptly of the
presentment for payment of any drawing under any Letter of Credit issued by the
Issuer, together with notice of the date (the "Disbursement Date") such payment
shall be made (each such payment, a "Disbursement"). Subject to the terms and
provisions of such Letter of Credit and this Agreement, the Issuer shall make
such payment to the beneficiary (or its designee) of such Letter of Credit.
Prior to 12:00 noon, New York City time, on the first Business Day following the
Disbursement Date (the "Disbursement Due Date"), the Borrower will reimburse the
Administrative Agent, for the account of the Issuer, for all amounts which the
Issuer has disbursed under such Letter of Credit, together with interest thereon
at the rate per annum otherwise applicable to Revolving Loans (made as Base Rate
Loans) from and including the Disbursement Date to but excluding the
Disbursement Due Date and, thereafter (unless such Disbursement is converted
into a Revolving Loan made as a Base Rate Loan on the Disbursement Due Date), at
a rate per annum equal to the rate per annum then in effect with respect to
overdue Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2 for
the period from the Disbursement Due Date through the date of such
reimbursement; provided, however, that, if no Default shall have then occurred
and be continuing, unless the Borrower has notified the Administrative Agent no
later than one Business Day prior to the Disbursement Due Date that it will
reimburse the Issuer for the applicable Disbursement, then the amount of the
Disbursement shall be deemed to be a Borrowing of Revolving Loans constituting
Base Rate Loans and following the giving of notice thereof by the Administrative
Agent to the Lenders, each Lender with a Revolving Loan Commitment (other than
the Issuer) will deliver to the Issuer on the Disbursement Due Date immediately
available funds in an amount equal to such Lender's Percentage of such
Borrowing. Each conversion of Disbursement amounts into Revolving Loans shall
constitute a representation and warranty by the Borrower that on the date of the
making of such Revolving Loans all of the statements set forth in Section 5.2.1
are true and correct.

      SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the Borrower under Section 2.6.2 to reimburse the Issuer with
respect to each Disbursement 


                                      -47-
<PAGE>

(including interest thereon) not converted into a Revolving Loan made as a Base
Rate Loan pursuant to Section 2.6.2, and, upon the failure of the Borrower to
reimburse the Issuer and the giving of notice thereof by the Administrative
Agent to the Lenders, each Lender's (to the extent it has a Revolving Loan
Commitment) obligation under Section 2.6.1 to reimburse the Issuer or fund its
Percentage of any Disbursement converted into a Revolving Loan made as a Base
Rate Loan, shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrower or such Lender, as the case may be, may have or have had against the
Issuer or any such Lender, including any defense based upon the failure of any
Disbursement to conform to the terms of the applicable Letter of Credit (if, in
the Issuer's good faith opinion, such Disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such Letter of Credit; provided, however, that after paying in full
its Reimbursement Obligation hereunder, nothing herein shall adversely affect
the right of the Borrower or such Lender, as the case may be, to commence any
proceeding against the Issuer for any wrongful Disbursement made by the Issuer
under a Letter of Credit as a result of acts or omissions constituting gross
negligence or willful misconduct on the part of the Issuer.

      SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default of the type described in clauses (a)
through (d) of Section 8.1.9 or, with notice from the Administrative Agent
acting at the direction of the Required Lenders, upon the occurrence and during
the continuation of any other Event of Default,

            (a) an amount equal to that portion of all Letter of Credit
      Outstandings attributable to the then aggregate amount which is undrawn
      and available under all Letters of Credit issued and outstanding shall,
      without demand upon or notice to the Borrower or any other Person, be
      deemed to have been paid or disbursed by the Issuer under such Letters of
      Credit (notwithstanding that such amount may not in fact have been so paid
      or disbursed); and

            (b) upon notification by the Administrative Agent to the Borrower of
      its obligations under this Section, the Borrower shall be immediately
      obligated to reimburse the Issuer for the amount deemed to have been so
      paid or disbursed by the Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
Issuer. At such time as the Events of Default giving rise to the deemed
disbursements hereunder shall have been cured or waived, the Administrative
Agent shall return to the Borrower all amounts then on deposit with the
Administrative Agent pursuant to this Section, together with accrued interest at
the Federal Funds Rate, which have not been applied to the satisfaction of such
Obligations.

      SECTION 2.6.5. Nature of Reimbursement Obligations. The Borrower and, to
the 


                                      -48-
<PAGE>

extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment,
shall assume all risks of the acts, omissions or misuse of any Letter of Credit
by the beneficiary thereof. The Issuer (except to the extent of its own gross
negligence or willful misconduct) shall not be responsible for (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any Letter of
Credit or any document submitted by any party in connection with the application
for and issuance of a Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged,
(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or the proceeds thereof in
whole or in part, which may prove to be invalid or ineffective for any reason,
(iii) failure of the beneficiary to comply fully with conditions required in
order to demand payment under a Letter of Credit, (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, or (v) any loss or delay in the
transmission or otherwise of any document or draft required in order to make a
Disbursement under a Letter of Credit. None of the foregoing shall affect,
impair or prevent the vesting of any of the rights or powers granted to the
Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance
and extension and not in limitation or derogation of any of the foregoing, any
action taken or omitted to be taken by the Issuer in good faith (and not
constituting gross negligence or willful misconduct) shall be binding upon the
Borrower, each Obligor and each such Lender, and shall not put the Issuer under
any resulting liability to the Borrower, any Obligor or any such Lender, as the
case may be.

      SECTION 2.6.6. Indemnity. In addition to amounts payable as elsewhere
provided herein, the Borrower hereby agrees to protect, indemnify, pay and save
the Issuer harmless from and against any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses (including reasonable attorneys'
fees and allocated costs of internal counsel) which the Issuer may incur or be
subject to as a consequence, direct or indirect, of (a) the issuance of the
Letters of Credit, other than as a result of the gross negligence or wilful
misconduct of the Issuer as determined by a court of competent jurisdiction, or
(b) the failure of the Issuer to honor a drawing under any Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or governmental authority.

      SECTION 2.6.7. Borrower's Guaranty of Reimbursement Obligations under
Letters of Credit Issued for the Account of its Subsidiaries. The Borrower
agrees as follows in respect of the reimbursement obligations under Letters of
Credit issued for the account of its Subsidiaries:

      (a) The Borrower hereby absolutely, unconditionally and irrevocably

            (i) guarantees the full and punctual payment when due, whether at
      stated maturity, by required prepayment, declaration, acceleration, demand
      or otherwise, of all such reimbursement obligations now or hereafter
      existing, of each of its Subsidiaries (the "Account Parties") that is an
      account party to a Letter of Credit which arise out of, or are 


                                      -49-
<PAGE>

      incurred in connection with, such Letters of Credit, whether for
      principal, interest, fees, expenses or otherwise (including all such
      amounts which would become due but for the operation of the automatic stay
      under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
      ss.362(a), and the operation of Sections 502(b) and 506(b) of the United
      States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)), and

            (ii) indemnifies and holds harmless each Secured Party and each
      holder of a Note for any and all costs and expenses (including reasonable
      attorney's fees and expenses) incurred by such Secured Party or such
      holder, as the case may be, in enforcing any rights under the guaranty set
      forth in this Section 2.6.7.

The guaranty set forth in this Section 2.6.7 constitutes a guaranty of payment
when due and not of collection, and the Borrower specifically agrees that it
shall not be necessary or required that any Secured Party or any holder of any
Note exercise any right, assert any claim or demand or enforce any remedy
whatsoever against any Account Party or any other Obligor (or any other Person)
before or as a condition to the obligations of the Borrower under the guaranty
set forth in this Section 2.6.7 (such obligations hereinafter referred to as the
"Guaranteed Obligations").

      (b) The Borrower agrees that upon the occurrence of an Event of Default of
the nature set forth in clauses (a) through (d) of Section 8.1.9, at a time when
any of the Guaranteed Obligations of any Account Party may not then be due and
payable, then the Borrower agrees that it will pay to the Administrative Agent
for the account of the Secured Parties forthwith the full amount which would be
payable under the guaranty set forth in this Section 2.6.7 by the Borrower if
all such Guaranteed Obligations were then due and payable.

      (c) The guaranty set forth in this Section 2.6.7 shall in all respects be
a continuing, absolute, unconditional and irrevocable guaranty of payment, and
shall remain in full force and effect until all Guaranteed Obligations of the
Account Parties have been paid in full in cash, all Obligations of the Borrower
and each other Obligor hereunder have been paid in full in cash, all Letters of
Credit have been terminated or expired, all Rate Protection Agreements have been
terminated or expired and all Commitments shall have terminated. The Borrower
guarantees that the Guaranteed Obligations of the Account Parties will be paid
strictly in accordance with the terms of this Agreement and each other Loan
Document under which they arise, regardless of any law, regulation or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Secured Party or any holder of any Note with respect thereto. The
liability of the Borrower under the guaranty set forth in this Section 2.6.7
shall be absolute, unconditional and irrevocable irrespective of:

            (i) any lack of validity, legality or enforceability of this
      Agreement, any Note or any other Loan Document;

            (ii) the failure of any Secured Party or any holder of any Note


                                      -50-
<PAGE>

                  (A) to assert any claim or demand or to enforce any right or
            remedy against any Account Party, any other Obligor or any other
            Person (including any other guarantor (including the Borrower))
            under the provisions of this Agreement, any Note, any other Loan
            Document or otherwise, or

                  (B) to exercise any right or remedy against any other
            guarantor (including the Borrower) of, or collateral securing, any
            Guaranteed Obligations of any Account Party;

            (iii) any change in the time, manner or place of payment of, or in
      any other term of, all or any of the Guaranteed Obligations of any Account
      Party, or any other extension, compromise or renewal of any Guaranteed
      Obligation of any Account Party;

            (iv) any reduction, limitation, impairment or termination of any
      Guaranteed Obligations of any Account Party for any reason, including any
      claim of waiver, release, surrender, alteration or compromise, and shall
      not be subject to (and the Borrower hereby waives any right to or claim
      of) any defense or setoff, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality, nongenuineness,
      irregularity, compromise, unenforceability of, or any other event or
      occurrence affecting, any Guaranteed Obligations of any Account Party or
      otherwise;

            (v) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of this Agreement, any
      Note or any other Loan Document;

            (vi) any addition, exchange, release, surrender or non-perfection of
      any collateral, or any amendment to or waiver or release or addition of,
      or consent to departure from, any other guaranty, held by any Secured
      Party or any holder of any Note securing any of the Guaranteed Obligations
      of any Account Party; or

            (vii) any other circumstance which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, any Account
      Party any surety or any guarantor.

      (d) The Borrower agrees that the guaranty set forth in this Section 2.6.7
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Guaranteed Obligations is
rescinded or must otherwise be restored by any Secured Party or any holder of
any Note, upon the insolvency, bankruptcy or reorganization of any Account Party
or otherwise, all as though such payment had not been made.

      (e) The Borrower hereby waives promptness, diligence, notice of acceptance
and any other notice with respect to any of the Guaranteed Obligations of any
Account Party or any other Obligor and the guaranty set forth in this Section
2.6.7 and any requirement that the 


                                      -51-
<PAGE>

Administrative Agent, any other Secured Party or any holder of any Note protect,
secure, perfect or insure any security interest or Lien, or any property subject
thereto, or exhaust any right or take any action against any Account Party, any
other Obligor or any other Person (including any other guarantor) or entity or
any collateral securing the Guaranteed Obligations of any Account Party.

      (f) The Borrower agrees that it will not exercise any rights which it may
acquire by way of rights of subrogation under the guaranty set forth in this
Section 2.6.7, by any payment made under the guaranty set forth in this Section
2.6.7 or otherwise, until the prior payment in full in cash of all Guaranteed
Obligations of each Account Party, the prior payment in full in cash of all
Obligations of the Borrower, the termination or expiration of all Letters of
Credit, the termination or expiration of all Rate Protection Agreements and the
termination of all Commitments. Any amount paid to the Borrower on account of
any such subrogation rights prior to the payment in full in cash of all
Guaranteed Obligations of each Account Party shall be held in trust for the
benefit of the Secured Parties and each holder of a Note and shall immediately
be paid to the Administrative Agent for the benefit of the Secured Parties and
each holder of a Note and credited and applied against the Guaranteed
Obligations of each Account Party, whether matured or unmatured, in accordance
with the terms of this Agreement; provided, however, that if

            (i) the Borrower has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Guaranteed Obligations of any
      Account Party, and

            (ii) all Guaranteed Obligations of each Account Party have been paid
      in full in cash, all Obligations of the Borrower have been paid in full in
      cash, all Letters of Credit have been terminated or expired and all
      Commitments have been permanently terminated,

each Secured Party and each holder of a Note agrees that, at the Borrower's
request, the Administrative Agent, on behalf of the Secured Parties and the
holders of the Notes, will execute and deliver to the Borrower appropriate
documents (without recourse and without representation or warranty) necessary to
evidence the transfer by subrogation to the Borrower of an interest in the
Guaranteed Obligations of each Account Party resulting from such payment by the
Borrower. In furtherance of the foregoing, for so long as any Obligations
(including Guaranteed Obligations) or Commitments remain outstanding, the
Borrower shall refrain from taking any action or commencing any proceeding
against any Account Party(or its successors or assigns, whether in connection
with a bankruptcy proceeding or otherwise) to recover any amounts in the respect
of payments made under the guaranty set forth in this Section 2.6.7 to any
Secured Party or any holder of a Note.

      (g) The guaranty set forth in this Section 2.6.7 shall:

            (i) be binding upon the Borrower, and its successors, transferees
      and assigns; and


                                      -52-
<PAGE>

            (ii) inure to the benefit of and be enforceable by the
      Administrative Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (b), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document (including the guaranty set forth in this
Section 2.6.7) or otherwise, subject, however, to any contrary provisions in
such assignment or transfer, and to the provisions of Section 11.11 and Article
X.

      SECTION 2.6.8. Continued Letters of Credit. Notwithstanding anything to
the contrary herein, the Letters of Credit (as defined in the February 1998
Credit Agreement and the Existing Credit Agreement) shall be deemed to be
Letters of Credit issued hereunder by the Issuer on the Amendment Effective
Date.

      SECTION 2.7. Register; Notes.

            (a) Each Lender may maintain in accordance with its usual practice
      an account or accounts evidencing the Indebtedness of the Borrower to such
      Lender resulting from each Loan made by such Lender, including the amounts
      of principal and interest payable and paid to such Lender from time to
      time hereunder. In the case of a Lender that does not request, pursuant to
      clause (b)(ii) below, execution and delivery of a Note evidencing the
      Loans made by such Lender to the Borrower, such account or accounts shall,
      to the extent not inconsistent with the notations made by the
      Administrative Agent in the Register, be conclusive and binding on the
      Borrower absent manifest error; provided, however, that the failure of any
      Lender to maintain such account or accounts shall not limit or otherwise
      affect any Obligations of the Borrower or any other Obligor.

            (b)(i) The Borrower hereby designates the Administrative Agent to
      serve as the Borrower's agent, solely for the purpose of this clause (b),
      to maintain a register (the "Register") on which the Administrative Agent
      will record each Lender's Commitment, the Loans made by each Lender and
      each repayment in respect of the principal amount of the Loans of each
      Lender and annexed to which the Administrative Agent shall retain a copy
      of each Lender Assignment Agreement delivered to the Administrative Agent
      pursuant to Section 11.11.1. Failure to make any recordation, or any error
      in such recordation, shall not affect the Borrower's obligation in respect
      of such Loans. The entries in the Register shall be conclusive, in the
      absence of manifest error, and the Borrower, the Administrative Agent and
      the Lenders shall treat each Person in whose name a Loan (and as provided
      in clause (ii) the Note evidencing such Loan, if any) is registered as the
      owner thereof for all purposes of this Agreement, notwithstanding notice
      or any provision herein to the contrary. A Lender's Commitment and the
      Loans made 


                                      -53-
<PAGE>

      pursuant thereto may be assigned or otherwise transferred in whole or in
      part only by registration of such assignment or transfer in the Register.
      Any assignment or transfer of a Lender's Commitment or the Loans made
      pursuant thereto shall be registered in the Register only upon delivery to
      the Administrative Agent of a Lender Assignment Agreement duly executed by
      the assignor thereof and the compliance by the parties thereto with the
      other requirements of Section 11.11.1. No assignment or transfer of a
      Lender's Commitment or the Loans made pursuant thereto shall be effective
      unless such assignment or transfer shall have been recorded in the
      Register by the Administrative Agent as provided in this Section.

            (ii) The Borrower agrees that, upon the request to the
      Administrative Agent by any Lender, the Borrower will execute and deliver
      to such Lender, as applicable, a Revolving Note, a Term Note (or
      Registered Note) and/or a Swing Line Note evidencing the Loans made by
      such Lender. The Borrower hereby irrevocably authorizes each Lender to
      make (or cause to be made) appropriate notations on the grid attached to
      such Lender's Notes (or on any continuation of such grid), which
      notations, if made, shall evidence, inter alia, the date of, the
      outstanding principal amount of, and the interest rate and Interest Period
      applicable to the Loans evidenced thereby. Such notations shall, to the
      extent not inconsistent with the notations made by the Administrative
      Agent in the Register, be conclusive and binding on the Borrower absent
      manifest error; provided, however, that the failure of any Lender to make
      any such notations shall not limit or otherwise affect any Obligations of
      the Borrower or any other Obligor. The Loans evidenced by any Registered
      Note and interest thereon shall at all times (including after assignment
      pursuant to Section 11.11.1) be payable to the order of the payee named
      therein and its registered assigns. A Registered Note and the obligation
      evidenced thereby may be assigned or otherwise transferred in whole or in
      part only by registration of such assignment or transfer of such
      Registered Note and the obligation evidenced thereby in the Register (and
      each Registered Note shall expressly so provide). Any assignment or
      transfer of all or part of an obligation evidenced by a Registered Note
      shall be registered in the Register only upon surrender for registration
      of assignment or transfer of the Registered Note evidencing such
      obligation, accompanied by a Lender Assignment Agreement duly executed by
      the assignor thereof and the compliance by the parties thereto with the
      other requirements of Section 11.11.1, and thereupon, if requested by the
      assignee, one or more new Notes shall be issued to the designated assignee
      and the old Registered Note shall be returned by the Administrative Agent
      to the Borrower marked "exchanged". No assignment of a Registered Note and
      the obligation evidenced thereby shall be effective unless it shall have
      been recorded in the Register by the Administrative Agent as provided in
      this Section.

                                   ARTICLE III


                                      -54-
<PAGE>

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION 3.1. Repayments and Prepayments; Application.

      SECTION 3.1.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, the Borrower

            (a) may, from time to time on any Business Day, make a voluntary
      prepayment, in whole or in part, of the outstanding principal amount of
      any

                  (i) Loans (other than Swing Line Loans); provided, however,
            that

                        (A) any such prepayment of the Term Loans shall be made
                  pro rata among the Term Loans of the same type and, if
                  applicable, having the same Interest Period of all Lenders
                  that have made such Term Loans, and any such prepayment of
                  Revolving Loans shall be made pro rata among the Revolving
                  Loans of the same type and, if applicable, having the same
                  Interest Period of all Lenders that have made such Revolving
                  Loans;

                        (B) the Borrower shall comply with Section 4.4 in the
                  event that any LIBO Rate Loan is prepaid on any day other than
                  the last day of the Interest Period for such Loan;

                        (C) all such voluntary prepayments shall require at
                  least one Business Day's notice in the case of Base Rate
                  Loans, three Business Days' notice in the case of LIBO Rate
                  Loans, but no more than five Business Days' notice in the case
                  of any Loans, in each case in writing to the Administrative
                  Agent; and

                        (D) all such voluntary partial prepayments shall be, in
                  the case of LIBO Rate Loans, in an aggregate amount of
                  $1,000,000 or any larger integral multiple of $500,000, and,
                  in the case of Base Rate Loans, in an aggregate amount of
                  $500,000 or any larger integral multiple of $100,000, or, in
                  either case, in the aggregate principal amount of all Loans of
                  the applicable Tranche and type then outstanding; or

                  (ii) Swing Line Loans; provided, however, that

                        (A) all such voluntary prepayments shall require prior
                  telephonic notice to the Swing Line Lender on or before 12:00
                  noon, New York City time, on the day of such prepayment (such
                  notice to be confirmed in 


                                      -55-
<PAGE>

                  writing by the Borrower within 24 hours thereafter); and

                        (B) all such voluntary partial prepayments shall be in
                  an aggregate amount of $100,000 and an integral multiple of
                  $50,000 or in the aggregate principal amount of all Swing Line
                  Loans then outstanding;

            (b) shall, no later than five Business Days following the delivery
      by the Borrower of its annual audited financial reports required pursuant
      to clause (c) of Section 7.1.1 (beginning with the financial reports
      delivered in respect of the 1998 Fiscal Year), deliver to the
      Administrative Agent a calculation of the Excess Cash Flow for the Fiscal
      Year last ended and, no later than five Business Days following the
      delivery of such calculation, make a mandatory prepayment of the Term
      Loans in an amount equal to 75% of the Excess Cash Flow (if any) for such
      Fiscal Year, to be applied as set forth in Section 3.1.2;

            (c) shall, not later than one Business Day following the receipt of
      any Net Debt Proceeds by the Borrower, any Parent Guarantor or any of
      their respective Subsidiaries, deliver to the Administrative Agent a
      calculation of the amount of such Net Debt Proceeds and make a mandatory
      prepayment of the Term Loans in an amount equal to 100% of such Net Debt
      Proceeds to be applied as set forth in Section 3.1.2;

            (d) shall, concurrently with the receipt of any Net Equity Proceeds
      by the Borrower, any Parent Guarantor or any of their respective
      Subsidiaries, deliver to the Administrative Agent a calculation of the
      amount of such Net Equity Proceeds, and no later than five Business Days
      following the delivery of such calculation, make a mandatory prepayment of
      the Term Loans in an amount equal to 50% of such Net Equity Proceeds to be
      applied as set forth in Section 3.1.2;

            (e) shall, following the receipt by the Borrower, any Parent
      Guarantor or any of their respective Subsidiaries of any Casualty Proceeds
      in excess of $500,000 (individually or in the aggregate (when taken
      together with Net Disposition Proceeds) over the course of a Fiscal Year),
      deliver to the Administrative Agent a calculation of the amount of such
      Casualty Proceeds and make a mandatory prepayment of the Term Loans in an
      amount equal to 100% of such Casualty Proceeds within 60 days of the
      receipt thereof to be applied as set forth in Section 3.1.2; provided,
      however, that no mandatory prepayment on account of Casualty Proceeds
      shall be required under this clause if the Borrower informs the Agents in
      writing no later than 60 days following the occurrence of the Casualty
      Event resulting in such Casualty Proceeds of its, such Parent Guarantor's
      or such Subsidiary's good faith intention to apply such Casualty Proceeds
      to the rebuilding or replacement of the damaged, destroyed or condemned
      assets or property and the Borrower, such Parent Guarantor or such
      Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such
      assets or property within 365 days following the receipt of such Casualty
      Proceeds, with the amount of such Casualty Proceeds unused after such
      365-day period being applied to the Term Loans pursuant to Section 3.1.2;
      provided, further, 


                                      -56-
<PAGE>

      however, that (i) at any time when any Default or Event of Default shall
      have occurred and be continuing, all Casualty Proceeds (together with Net
      Disposition Proceeds not applied as provided in clause (f) below) shall be
      deposited in an account maintained with the Administrative Agent to pay
      for such rebuilding or replacement whenever no Default or Event of Default
      is then continuing or except as otherwise agreed to by the Agents for
      disbursement at the request of the Borrower, such Parent Guarantor or such
      Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds
      (together with Net Disposition Proceeds not applied as provided in clause
      (f) below) aggregating in excess of $1,000,000 have not yet been applied
      as described in the notice required above (or in accordance with clause
      (f) below), all such Casualty Proceeds and Net Disposition Proceeds shall
      be deposited in an account maintained with the Administrative Agent for
      disbursement at the request of the Borrower, such Parent Guarantor or such
      Subsidiary, as the case may be, to be used for the purpose(s) set forth in
      such written notice(s);

            (f) shall, following the receipt by the Borrower, any Parent
      Guarantor or any of their respective Subsidiaries of any Net Disposition
      Proceeds in excess of $500,000 (individually or in the aggregate (when
      taken together with Casualty Proceeds) over the course of a Fiscal Year),
      deliver to the Administrative Agent a calculation of the amount of such
      Net Disposition Proceeds and make a mandatory prepayment of the Term Loans
      in an amount equal to 100% of such Net Disposition Proceeds within one
      Business Day of the receipt thereof to be applied as set forth in Section
      3.1.2; provided, however, that no mandatory prepayment on account of Net
      Disposition Proceeds shall be required under this clause if the Borrower
      informs the Agents in writing no later than one Business Day following the
      receipt of such Net Disposition Proceeds of its, such Parent Guarantor's
      or such Subsidiary's good faith intention to apply such Net Disposition
      Proceeds to the replacement of the sold, conveyed or transferred assets or
      property and the Borrower, such Parent Guarantor or such Subsidiary in
      fact uses such Net Disposition Proceeds to replace such assets or property
      within 365 days following the receipt of such Net Disposition Proceeds,
      with the amount of such Net Disposition Proceeds unused after such 365-day
      period being applied to the Term Loans pursuant to Section 3.1.2;
      provided, further, however, that (i) at any time when any Default or Event
      of Default shall have occurred and be continuing, all Net Disposition
      Proceeds (together with Casualty Proceeds not applied as provided in
      clause (e) above) shall be deposited in an account maintained with the
      Administrative Agent to pay for such replacement whenever no Default or
      Event of Default is then continuing or except as otherwise agreed to by
      the Agents for disbursement at the request of the Borrower, such Parent
      Guarantor or such Subsidiary, as the case may be, or (ii) if all such Net
      Disposition Proceeds (together with Casualty Proceeds not applied as
      provided in clause (e) above) aggregating in excess of $1,000,000 have not
      yet been applied as described in the notice required above (or in
      accordance with clause (e) above), all such Net Disposition Proceeds and
      Casualty Proceeds shall be deposited in an account maintained with the
      Administrative Agent for disbursement at the request of the Borrower, such
      Parent Guarantor or such Subsidiary, as 


                                      -57-
<PAGE>

      the case may be, to be used for the purpose(s) set forth in such written
      notice(s);

            (g) shall, on each date when any reduction in the Revolving Loan
      Commitment Amount shall become effective, make a mandatory prepayment of
      Revolving Loans and Swing Line Loans and (if necessary) deposit with the
      Administrative Agent cash collateral for Letter of Credit Outstandings in
      an aggregate amount equal to the excess, if any, of the sum of (i) the
      aggregate outstanding principal amount of all Revolving Loans and Swing
      Line Loans and (ii) the aggregate amount of all Letter of Credit
      Outstandings over the Revolving Loan Commitment Amount as so reduced;

            (h) shall on each Quarterly Payment Date occurring during any period
      set forth below, make a scheduled repayment of the outstanding principal
      amount, if any, of Term A Loans in an amount equal to the amount set forth
      below opposite such period (in each case as such amounts may have
      otherwise been reduced pursuant to this Agreement):

                                                    Scheduled
              Period                           Principal Repayment
              ------                           -------------------

       May 15, 1999 through
        November 15, 1999                           $1,000,000
    February 15, 2000 through
        November 15, 2000                           $2,000,000
    February 15, 2001 through
        November 15, 2002                           $2,500,000
    February 15, 2003 through
        November 15, 2003                           $3,000,000
        February 15, 2004                           $5,250,000;

            (i) shall on each Quarterly Payment Date occurring during any period
      set forth below, make a scheduled repayment of the outstanding principal
      amount, if any, of Term B Loans in an amount equal to the amount set forth
      below opposite period (in each case as such amounts may have otherwise
      been reduced pursuant to this Agreement):

                                                    Scheduled
              Period                           Principal Repayment
              ------                           -------------------

       May 15, 1999 through
        February 15, 2004                             $200,000
       May 15, 2004 through
         February 15, 2005                         $18,800,000;

            (j) shall on each Quarterly Payment Date occurring during any period
      set forth below, make a scheduled repayment of the outstanding principal
      amount, if any, of 


                                      -58-
<PAGE>

      August 1998 Term C Loans in an amount equal to the amount set forth below
      opposite such period (in each case as such amounts may have otherwise been
      reduced pursuant to this Agreement):

                                                    Scheduled
              Period                           Principal Repayment
              ------                           -------------------

       May 15, 1999 through
        February 15, 2005                              $25,000
       May 15, 2005 through
         February 15, 2006                          $2,337,500;

            (k) shall on each Quarterly Payment Date occurring during any period
      set forth below, make a scheduled repayment of the outstanding principal
      amount, if any, of September 1998 Term C Loans in an amount equal to the
      amount set forth below opposite such period (in each case as such amounts
      may have otherwise been reduced pursuant to this Agreement):

                                                    Scheduled
              Period                           Principal Repayment
              ------                           -------------------

       May 15, 1999 through
        February 15, 2005                             $175,000
       May 15, 2005 through
         February 15, 2006                         $16,362,500;

            (l) shall on each Quarterly Payment Date occurring during any period
      set forth below, make a scheduled repayment of the outstanding principal
      amount, if any, of Additional Term C Loans in an amount equal to the
      amount set forth below opposite such period (in each case as such amounts
      may have otherwise been reduced pursuant to this Agreement):

                                                    Scheduled
              Period                           Principal Repayment
              ------                           -------------------

       May 15, 1999 through
        February 15, 2005                              $62,500
       May 15, 2005 through
         February 15, 2006                          $5,875,000;

            (m) shall, immediately upon the occurrence of the Stated Maturity
      Date of any Loans or Obligations, whether by way of acceleration pursuant
      to Section 8.2 or 8.3 or otherwise, repay all outstanding Loans and other
      Obligations, unless, pursuant to Section 8.3, only a portion of all Loans
      and other Obligations are so accelerated (in which case the portion so
      accelerated shall be so prepaid).


                                      -59-
<PAGE>

      Each prepayment of any Loans made pursuant to this Section shall be
without premium or penalty, except as may be required by Section 4.4. No
prepayment of principal of any Revolving Loans or Swing Line Loans pursuant to
clause (a) of this Section 3.1.1 shall cause a reduction in the Revolving Loan
Commitment Amount or the Swing Line Loan Commitment Amount, as the case may be.

      SECTION 3.1.2. Application. (a) Subject to clause (b) below, each
prepayment or repayment of principal of the Loans of any Tranche shall be
applied, to the extent of such prepayment or repayment, first, to the principal
amount thereof being maintained as Base Rate Loans, and second, to the principal
amount thereof being maintained as LIBO Rate Loans.

      (b) Each prepayment of Term Loans made pursuant to clauses (a), (b), (c),
(d), (e) and (f) of Section 3.1.1 shall be applied, on a pro rata basis, to the
outstanding principal amount of all remaining Term Loans and the remaining
scheduled quarterly amortization payments in respect thereof, until all such
Term Loans have been paid in full; provided, however, that in the case of any
such prepayment of Term B Loans or Term C Loans made pursuant to clause (b),
(c), (d), (e) and (f) of Section 3.1.1, any Lender that has Term B Loans or Term
C Loans may elect not to have such Loans prepaid by delivering a notice to the
Administrative Agent at least one Business Day prior to the date that such
prepayment is to be made in which notice such Lender shall decline to have such
Loans prepaid with the amounts set forth above, in which case the amounts that
would have been applied to a prepayment of such Lender's Term B Loans or Term C
Loans shall instead be applied to a prepayment of the principal amount (if any)
of all outstanding Term A Loans until all outstanding Term A Loans have been
prepaid in full, then applied to a prepayment of the principal amount (if any)
of all outstanding Swing Line Loans until all outstanding Swing Line Loans have
been prepaid in full and then applied to a prepayment of the principal amount
(if any) of all outstanding Revolving Loans until all outstanding Revolving
Loans have been prepaid in full, with the balance (if any) being returned by the
Administrative Agent to the Borrower. No prepayment of principal of any
Revolving Loans or Swing Line Loans pursuant to the proviso of the immediately
preceding sentence shall cause a reduction in the Revolving Loan Commitment
Amount or the Swing Line Loan Commitment Amount, as the case may be.

      SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of the Loans shall accrue and be payable in accordance with this Section
3.2.

      SECTION 3.2.1. Rates. Each Base Rate Loan shall accrue interest on the
unpaid principal amount thereof for each day from and including the day upon
which such Loan was made or converted to a Base Rate Loan to but excluding the
date such Loan is repaid or converted to a LIBO Rate Loan at a rate per annum
equal to the sum of the Alternate Base Rate for such day plus the Applicable
Margin for such Loan on such day. Each LIBO Rate Loan shall accrue interest on
the unpaid principal amount thereof for each day from and including the first
day of the Interest Period applicable thereto to but excluding the date such
Loan is repaid or 


                                      -60-
<PAGE>

converted to a Base Rate Loan at a rate per annum equal to the sum of the LIBO
Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin for
such Loan on such day.

      SECTION 3.2.2. Post-Maturity Rates. After the date any principal amount of
any Loan shall have become due and payable (whether on the applicable Stated
Maturity Date, upon acceleration or otherwise), or any other monetary Obligation
(other than overdue Reimbursement Obligations which shall bear interest as
provided in Section 2.6.2) of the Borrower shall have become due and payable,
the Borrower shall pay, but only to the extent permitted by law, interest (after
as well as before judgment) on such amounts at a rate per annum equal to (a) in
the case of any overdue principal of Loans, overdue interest thereon, overdue
commitment fees or other overdue amounts in respect of Loans or other
obligations (or the related Commitments) under a particular Tranche, the rate
that would otherwise be applicable to Base Rate Loans under such Tranche
pursuant to Section 3.2.1 plus 2% and (b) in the case of other overdue monetary
Obligations, the rate that would otherwise be applicable to Revolving Loans made
as Base Rate Loans plus 2%.

      SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

            (a) on the Stated Maturity Date therefor;

            (b) on the date of any payment or prepayment, in whole or in part,
      of principal outstanding on such Loan, to the extent of the unpaid
      interest accrued through such date on the principal so paid or prepaid;

            (c) with respect to Base Rate Loans, on each Quarterly Payment Date
      occurring after the Amendment Effective Date hereunder;

            (d) with respect to LIBO Rate Loans, on the last day of the
      applicable Interest Period (and, if such Interest Period shall exceed
      three months, at intervals of three months after the first day of such
      Interest Period);

            (e) with respect to the principal amount of any Base Rate Loans
      converted into LIBO Rate Loans on a day when interest would not otherwise
      have been payable pursuant to clause (c), on the date of such conversion;
      and

            (f) on that portion of any Loans the Stated Maturity Date of which
      is accelerated pursuant to Section 8.2 or 8.3, immediately upon such
      acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.


                                      -61-
<PAGE>

      SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in this
Section 3.3. All such fees shall be non-refundable.

      SECTION 3.3.1. Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender that has a Revolving Loan
Commitment, for each day during the period (including any portion thereof when
any of the Lenders' Revolving Loan Commitments are suspended by reason of the
Borrower's inability to satisfy any condition of Article V) commencing on the
Amendment Effective Date and continuing to but excluding the Revolving Loan
Commitment Termination Date, a commitment fee on such Lender's Percentage of the
unused portion of the Revolving Loan Commitment Amount, whether or not then
available, for such day at a rate per annum equal to the Applicable Commitment
Fee for such day. Such commitment fees shall be payable by the Borrower in
arrears on each Quarterly Payment Date, commencing with the first such day
following the Amendment Effective Date, and on the Revolving Loan Commitment
Termination Date. The making of Swing Line Loans by the Swing Line Lender shall
not constitute usage under the Revolving Loan Commitment for the purpose of
calculating the commitment fees to be paid by the Borrower to the Lenders (other
than the Swing Line Lender) pursuant to this Section 3.3.1.

      SECTION 3.3.2. Syndication Agent's, Administrative Agent's and Arranger's
Fees. The Borrower agrees to pay to each of the Syndication Agent, the
Administrative Agent and the Arranger for each such Person's own account, the
fees set forth in the Fee Letter and the Administrative Agent's Fee Letter in
accordance with their respective terms.

      SECTION 3.3.3. Letter of Credit Fee. The Borrower agrees to pay to

            (a) the Administrative Agent, for the pro rata account of the Issuer
      and each other Lender that has a Revolving Loan Commitment, a Letter of
      Credit fee for each day on which there shall be any Letters of Credit
      outstanding in an amount equal to the product of (i) a rate per annum
      equal to the then Applicable Margin for Revolving Loans maintained as LIBO
      Rate Loans multiplied by (ii) the Stated Amount of each such Letter of
      Credit; and

            (b) the Issuer (i) a Letter of Credit fronting fee for each day on
      which there shall be any Letters of Credit outstanding in an amount equal
      to 0.25% per annum on the Stated Amount of each such Letter of Credit, and
      (ii) from time to time promptly after demand, the normal issuance,
      presentation, amendment and other processing fees, and other standard
      administrative costs and charges of the Issuer relating to Letters of
      Credit as from time to time in effect.

Fees payable pursuant to this Section shall be payable quarterly in arrears on
each Quarterly Payment Date and on the Revolving Loan Commitment Termination
Date.


                                      -62-
<PAGE>

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

      SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, upon notice thereof to the Borrower and the Lenders,
be conclusive and binding on the Borrower) that the introduction of or any
change in or in the interpretation of any law makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for such
Lender to make, continue or maintain any Loan as, or to convert any Loan into, a
LIBO Rate Loan, the obligations of such Lender to make, continue, maintain or
convert any Loans as or to LIBO Rate Loans shall, upon such determination,
forthwith be suspended until such Lender shall notify the Administrative Agent
that the circumstances causing such suspension no longer exist (with the date of
such notice being the "Reinstatement Date"), and (a) all LIBO Rate Loans
previously made by such Lender shall automatically convert into Base Rate Loans
at the end of the then current Interest Periods with respect thereto or sooner,
if required by such law or assertion and (b) all Loans thereafter made by such
Lender and outstanding prior to the Reinstatement Date shall be made as Base
Rate Loans, with interest thereon being payable on the same date that interest
is payable with respect to the corresponding Borrowing of LIBO Rate Loans made
by Lenders not so affected.

      SECTION 4.2. Deposits Unavailable. If the Administrative Agent shall have
determined that (a) Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to the Administrative Agent in its relevant
market, or (b) by reason of circumstances affecting the Administrative Agent's
relevant market, adequate means do not exist for ascertaining the interest rate
applicable hereunder to LIBO Rate Loans, then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the obligations of all
Lenders under Sections 2.3 and 2.4 to make or continue any Loans as, or to
convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

      SECTION 4.3. Increased LIBO Rate Loan Costs, etc. The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the Borrower
directly to such Lender within five days of its receipt of such notice, and such
notice shall, in the absence of manifest error, be conclusive and binding on the


                                      -63-
<PAGE>

Borrower.

      SECTION 4.4. Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan)
as a result of (i) any conversion or repayment or prepayment of the principal
amount of any LIBO Rate Loans on a date other than the scheduled last day of the
Interest Period applicable thereto, whether pursuant to Section 3.1 or
otherwise, (ii) any Loans not being made as LIBO Rate Loans in accordance with
the Borrowing Request therefor, or (iii) any Loans not being continued as, or
converted into, LIBO Rate Loans in accordance with the Continuation/Conversion
Notice therefor, then, upon the written notice of such Lender to the Borrower
(with a copy to the Administrative Agent), the Borrower shall, within five days
of its receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

      SECTION 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority affects or would affect the amount of capital
required or expected to be maintained by any Lender, the Issuer or any Person
controlling such Lender or the Issuer, and such Lender or the Issuer determines
(in its sole and reasonable discretion) that the rate of return on its or such
controlling Person's capital as a consequence of its Commitments, participation
in, or the issuance or extension of, any Letter of Credit or any Loan made by
such Lender or the Issuer is reduced to a level below that which such Lender,
the Issuer or such controlling Person could have achieved but for the occurrence
of any such circumstance, then, in any such case upon notice from time to time
by such Lender or the Issuer to the Borrower, the Borrower shall immediately pay
directly to such Lender or the Issuer additional amounts sufficient to
compensate such Lender, the Issuer or such controlling Person for such reduction
in rate of return. A statement of such Lender or the Issuer as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower. In determining such amount, such Lender or the Issuer may use any
method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.

      SECTION 4.6. Taxes. (a) All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder (including
Reimbursement Obligations, fees and expenses) shall be made free and clear of
and without deduction for any present or future income, excise, stamp or
franchise taxes 


                                      -64-
<PAGE>

and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
other taxes imposed on or measured by any Agent's, the Documentation Agent's,
the Issuer's or any Lender's net income or receipts (such non-excluded items
being called "Taxes"). In the event that any withholding or deduction from any
payment to be made by the Borrower hereunder is required in respect of any Taxes
pursuant to any applicable law, rule or regulation, then the Borrower will (i)
pay directly to the relevant taxing authority the full amount required to be so
withheld or deducted, (ii) promptly forward to the Administrative Agent an
official receipt or other documentation satisfactory to the Administrative Agent
evidencing such payment to such authority, and (iii) pay to the Administrative
Agent for the account of such Agent, the Documentation Agent, the Issuer or such
Lender such additional amount or amounts as is necessary to ensure that the net
amount actually received by such Agent, the Documentation Agent, the Issuer or
such Lender will equal the full amount such Agent, the Documentation Agent, the
Issuer or such Lender would have received had no such withholding or deduction
been required.

      Moreover, if any Taxes are directly asserted against any Agent, the
Documentation Agent, the Issuer or any Lender with respect to any payment
received by such Agent, the Documentation Agent, the Issuer or such Lender
hereunder, such Agent, the Documentation Agent, the Issuer or such Lender may
pay such Taxes and the Borrower will promptly pay to such Person such additional
amounts (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Person after the payment of such taxes
(including any Taxes on such additional amount) shall equal the amount such
Person would have received had such Taxes not been asserted.

      If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section 4.6, a distribution hereunder by the
Administrative Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrower.

      (b) Upon the request of the Borrower or the Administrative Agent, each
Lender that is organized under the laws of a jurisdiction other than the United
States shall, on or prior to the due date of any payments under this Agreement
to such Lender, provide two or more (as the Borrower or the Administrative Agent
may reasonably request) United States Internal Revenue Service Forms 4224 or
Forms 1001 or, solely if such Lender is claiming exemption from United States
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", United States Internal Revenue Service Forms
W-8 and a certificate signed by a duly authorized officer of such Lender
representing that such Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code, or such other forms or documents (or successor forms
or documents), appropriately completed, as may be applicable to establish the
extent, if any, to which a payment to such Lender are exempt from withholding or
deduction of Taxes.


                                      -65-
<PAGE>

      SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by or on behalf of the Borrower pursuant to this
Agreement, the Notes or any other Loan Document shall be made by the Borrower to
the Administrative Agent for the pro rata account of the Lenders, the
Documentation Agent, the Agents or the Arranger, as applicable, entitled to
receive such payment. All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or counterclaim,
not later than 11:00 a.m., New York City time, on the date due, in same day or
immediately available funds, to such account as the Administrative Agent shall
specify from time to time by notice to the Borrower. Funds received after that
time shall be deemed to have been received by the Administrative Agent on the
next succeeding Business Day. The Administrative Agent shall promptly remit in
same day funds to each Lender, the Documentation Agent, each Agent or the
Arranger, as the case may be, its share, if any, of such payments received by
the Administrative Agent for the account of such Lender, the Documentation
Agent, such Agent or the Arranger, as the case may be. All interest and fees
shall be computed on the basis of the actual number of days (including the first
day but excluding the last day) occurring during the period for which such
interest or fee is payable over a year comprised of 360 days (or, in the case of
interest on a Base Rate Loan that is not calculated at the Federal Funds Rate,
365 days or, if appropriate, 366 days). Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by clause (a) of the definition of the term
"Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

      SECTION 4.8. Sharing of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan or Reimbursement Obligations (other than
pursuant to the terms of Sections 4.3, 4.4 and 4.5) in excess of its pro rata
share of payments then or therewith obtained by all Lenders entitled thereto,
such Lender shall purchase from the other Lenders such participations in the
Credit Extensions made by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
provided, however, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the purchase shall
be rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender's
ratable share (according to the proportion of (i) the amount of such selling
Lender's required repayment to the purchasing Lender in respect of such
recovery, to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any


                                      -66-
<PAGE>

Lender receives a secured claim in lieu of a setoff to which this Section
applies, such Lender shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Lenders entitled under this Section to share in the benefits of any recovery on
such secured claim.

      SECTION 4.9. Setoff. Each Lender shall, upon the occurrence of any Event
of Default described in clauses (a) through (d) of Section 8.1.9 or, with the
consent of the Required Lenders, upon the occurrence of any other Event of
Default, to the fullest extent permitted by law, have the right to appropriate
and apply to the payment of the Obligations then owing to it (whether or not
then due), and (as security for such Obligations) the Borrower hereby grants to
each Lender a continuing security interest in, any and all balances, credits,
deposits, accounts or moneys of the Borrower then or thereafter maintained with
or otherwise held by such Lender; provided, however, that any such appropriation
and application shall be subject to the provisions of Section 4.8. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such setoff and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff under applicable law
or otherwise) which such Lender may have.

      SECTION 4.10. Replacement of Lenders. Each Lender hereby severally agrees
as set forth in this Section. If any Lender (an "Affected Lender") makes demand
upon the Borrower for (or if the Borrower is otherwise required to pay) amounts
pursuant to Section 4.3, 4.5 or 4.6 and the payment of such additional amounts
are, and are likely to continue to be, more onerous in the reasonable judgment
of the Borrower than with respect to the other Lenders, the Borrower may, within
30 days of receipt by the Borrower of such demand or notice (or the occurrence
of such other event causing the Borrower to be required to pay such
compensation), as the case may be, give notice (a "Replacement Notice") in
writing to the Agents and such Affected Lender of its intention to replace such
Affected Lender with a financial institution (a "Replacement Lender") designated
in such Replacement Notice. If the Agents shall, in the exercise of their
reasonable discretion and within 30 days of their receipt of such Replacement
Notice, notify the Borrower and such Affected Lender in writing that the
designated financial institution is satisfactory to the Agents (such consent not
being required where the Replacement Lender is already a Lender), then such
Affected Lender shall, subject to the payment of any amounts due pursuant to
Section 4.4, assign, in accordance with Section 11.11.1, all of its Commitments,
Loans, Notes and other rights and obligations under this Agreement and all other
Loan Documents (including Reimbursement Obligations, if applicable) to such
designated financial institution; provided, however, that (i) such assignment
shall be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such designated
financial institution, (ii) the purchase price paid by such designated financial
institution shall be in the amount of such Affected Lender's Loans and its
Percentage of outstanding Reimbursement Obligations, together with all accrued
and unpaid interest and fees in respect thereof, plus all other amounts
(including the amounts demanded and unreimbursed 


                                      -67-
<PAGE>

under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder and
(iii) the Borrower shall pay to the Affected Lender and the Agents all
reasonable out-of-pocket expenses incurred by the Affected Lender and the Agents
in connection with such assignment and assumption (including the processing fees
described in Section 11.11.1). Upon the effective date of an assignment
described above, the Replacement Lender shall become a "Lender" for all purposes
under this Agreement and the other Loan Documents.

                                    ARTICLE V

                         CONDITIONS TO CREDIT EXTENSIONS

      SECTION 5.1. [INTENTIONALLY OMITTED].

      SECTION 5.2. All Credit Extensions. The obligation of each Lender and, if
applicable, the Issuer, to make any Credit Extension shall be subject to the
satisfaction of each of the conditions precedent set forth in this Section 5.2.

      SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension the following statements shall
be true and correct:

            (a) the representations and warranties set forth in Article VI
      (excluding, however, those contained in Section 6.7) and each other Loan
      Document shall, in each case, be true and correct with the same effect as
      if then made (unless stated to relate solely to an earlier date, in which
      case such representations and warranties shall be true and correct as of
      such earlier date);

            (b) except as disclosed by the Borrower or any Parent Guarantor to
      the Agents, the Documentation Agent and the Lenders pursuant to Section
      6.7

                  (i) no labor controversy, litigation, arbitration or
            governmental investigation or proceeding (including any relating to
            any Pharmaceutical Law) shall be pending or, to the knowledge of the
            Borrower or any Parent Guarantor, threatened against the Borrower,
            any Parent Guarantor or any of their respective Subsidiaries which
            could reasonably be expected to have a Material Adverse Effect or
            which purports to affect the legality, validity or enforceability of
            this Agreement, the Notes or any other Loan Document; and

                  (ii) no development shall have occurred in any labor
            controversy, litigation, arbitration or governmental investigation
            or proceeding (including any relating to any Pharmaceutical Law)
            disclosed pursuant to Section 6.7 which could reasonably be expected
            to have a Material Adverse Effect; and


                                      -68-
<PAGE>

            (c) no Default shall have then occurred and be continuing, and
      neither the Borrower, any Parent Guarantor nor any of their respective
      Subsidiaries are in material violation of any law or governmental
      regulation or court order or decree (including any Pharmaceutical Law).

      SECTION 5.2.2. Credit Extension Request. The Agents shall have received a
Borrowing Request if Loans are being requested, or an Issuance Request if a
Letter of Credit is being requested or extended. Each of the delivery of a
Borrowing Request or Issuance Request and the acceptance by the Borrower of
proceeds of any Credit Extension shall constitute a representation and warranty
by the Borrower that on the date of such Credit Extension (both immediately
before and after giving effect thereto and the application of the proceeds
thereof) the statements made in Section 5.2.1 are true and correct.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders, the Documentation Agent, the Issuer and
the Agents to enter into this Agreement and to make Credit Extensions hereunder,
each of the Borrower and each Parent Guarantor represents and warrants unto the
Agents, the Documentation Agent, the Issuer and each Lender as set forth in this
Article VI.

      SECTION 6.1. Organization, etc. Each of the Borrower, each Parent
Guarantor and each of their respective Subsidiaries (a) is a corporation or
partnership validly organized and existing and in good standing to the extent
required under the laws of the jurisdiction of its incorporation or formation,
is duly qualified to do business and is in good standing as a foreign
corporation or partnership to the extent required under the laws of each
jurisdiction where the nature of its business requires such qualification, and
(b) has full power and authority and holds all requisite material governmental
licenses, permits and other approvals to (i) enter into and perform its
Obligations under this Agreement, the Notes and each other Loan Document to
which it is a party and (ii) own and hold under lease its property and to
conduct its business substantially as currently conducted by it.

      SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each of the Borrower, each Parent Guarantor and each
of their respective Subsidiaries of this Agreement, the Notes and each other
Loan Document executed or to be executed by it are within the Borrower's and
each such Obligor's corporate or partnership powers, have been duly authorized
by all necessary corporate or partnership action, and do not (i) contravene the
Borrower's or any such Obligor's Organic Documents, (ii) contravene any
contractual restriction, law or governmental regulation or court decree or order
binding on or 


                                      -69-
<PAGE>

affecting the Borrower or any such Obligor, or (iii) result in, or require the
creation or imposition of, any Lien on any of the Borrower's or any other
Obligor's properties, except pursuant to the terms of a Loan Document.

      SECTION 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due execution,
delivery or performance by any of the Borrower, any Parent Guarantor or any of
their respective Subsidiaries of this Agreement, the Notes or any other Loan
Document to which it is a party, except as have been duly obtained or made and
are in full force and effect. None of the Borrower, any Parent Guarantor or any
of their respective Subsidiaries is an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

      SECTION 6.4. Validity, etc. This Agreement constitutes, and the Notes and
each other Loan Document executed, or to be executed, by any of the Borrower,
any Parent Guarantor or any of their respective Subsidiaries, as the case may
be, constitutes, or will on the due execution and delivery thereof constitute,
the legal, valid and binding obligations of the Borrower and such other Obligor
enforceable in accordance with their respective terms.

      SECTION 6.5. Financial Information. Holdings has delivered to the Agents,
the Documentation Agent and each Lender copies of each of (a) the Base Financial
Statements and (b) the Pro Forma Balance Sheets. Each of the financial
statements described in clause (a) above has been prepared in accordance with
GAAP consistently applied and presents fairly the consolidated financial
condition of the corporations and partnerships covered thereby as at the date
thereof and the results of their operations for the periods then ended, and each
of the financial statements described in clause (b) above has been prepared on a
basis substantially consistent with the basis used to prepare the financial
statements referred to in clause (a) and includes appropriate pro forma
adjustments to give pro forma effect to the New Transaction.

      SECTION 6.6. No Material Adverse Change. Except as set forth in Item 6.6
("Material Adverse Change") of the Disclosure Schedule, since December 27, 1997,
there has been no material adverse change in the business, assets, debt service
capacity, tax position, environmental liability, financial condition,
operations, properties or prospects of the Borrower and its Subsidiaries, taken
as a whole, or Holdings and its Subsidiaries, taken as a whole.

      SECTION 6.7. Litigation, Labor Controversies, etc. There is no pending or,
to the knowledge of the Borrower or any Parent Guarantor, threatened litigation,
action, proceeding, labor controversy, arbitration or governmental investigation
or proceeding (including any relating to any Pharmaceutical Law) affecting the
Borrower, any Parent Guarantor or any of their respective Subsidiaries, or any
of their respective properties, businesses, assets or revenues, 


                                      -70-
<PAGE>

which might have a Material Adverse Effect or which purports to affect the
legality, validity or enforceability of this Agreement, the Notes or any other
Loan Document, except as disclosed in Item 6.7 ("Litigation") of the Disclosure
Schedule.

      SECTION 6.8. Subsidiaries. Holdings has no direct Subsidiaries other than
DRI I and the Borrower (of which it is a general partner and directly holds a
99% general partnership interest). DRI I has no direct Subsidiaries other than
the Borrower (of which it is a general partner and holds a 1% general
partnership interest). The Borrower has no Subsidiaries, except for those
Subsidiaries which are permitted to have been acquired in accordance with
Section 7.2.5 or 7.2.8.

      SECTION 6.9. Ownership of Properties. Each of the Borrower, each Parent
Guarantor and each of their respective Subsidiaries owns (except where the
failure to own such property would not reasonably be expected to have a Material
Adverse Effect) good and marketable title to all of its properties and assets,
real and personal, tangible and intangible, of any nature whatsoever (including
patents, trademarks, trade names, service marks and copyrights), free and clear
of all Liens, charges or claims (including infringement claims with respect to
patents, trademarks, copyrights and the like), except as permitted pursuant to
Section 7.2.3. All Real Property owned or leased by any of the Borrower, each
Parent Guarantor and each of their respective Subsidiaries and the nature of the
interest therein is described in Item 6.9 ("Real Property") of the Disclosure
Schedule.

      SECTION 6.10. Taxes. Each of the Borrower, each Parent Guarantor and each
of their respective Subsidiaries has filed all tax returns and reports required
by law to have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books.

      SECTION 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the Amendment Effective Date, no steps have been
taken to terminate any Pension Plan (other than pursuant to a "standard
termination" in accordance with section 4041(B) of ERISA), and no contribution
failure has occurred with respect to any Pension Plan sufficient to give rise to
a Lien under section 302(f) of ERISA. No condition exists or event or
transaction has occurred with respect to any Pension Plan which could reasonably
be expected to result in the incurrence by Holdings or any member of the
Controlled Group of any material liability, fine or penalty. Except as disclosed
in Item 6.11 ("Employee Benefit Plans") of the Disclosure Schedule, neither
Holdings nor any member of the Controlled Group has any contingent liability
with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of ERISA.

      SECTION 6.12. Environmental Warranties. Except as set forth in Item 6.12


                                      -71-
<PAGE>

("Environmental Matters") of the Disclosure Schedule:

            (a) all facilities and property (including underlying groundwater)
      owned or leased by the Borrower, any Parent Guarantor or any of their
      respective Subsidiaries have been, and continue to be, owned or leased by
      the Borrower, such Parent Guarantor or such Subsidiary in material
      compliance with all Environmental Laws;

            (b) there have been no past, and there are no pending or, to the
      best of each of the Borrower's and each Parent Guarantor's knowledge after
      due inquiry, threatened

                  (i) claims, complaints, notices or requests for information
            received by the Borrower, any Parent Guarantor or any of their
            respective Subsidiaries with respect to any alleged violation of any
            Environmental Law, or

                  (ii) complaints, notices or inquiries to the Borrower, any
            Parent Guarantor or any of their respective Subsidiaries regarding
            potential liability under any Environmental Law;

            (c) there have been no Releases of Hazardous Materials at, on or
      under any property now or previously owned or leased by the Borrower, any
      Parent Guarantor or any of their respective Subsidiaries that, singly or
      in the aggregate, have, or could reasonably be expected to have, a
      Material Adverse Effect;

            (d) the Borrower, each Parent Guarantor and each of their respective
      Subsidiaries have been issued and are in material compliance with all
      permits, certificates, approvals, licenses and other authorizations
      relating to environmental matters and necessary or desirable for their
      businesses;

            (e) no property now or previously owned or leased by the Borrower,
      any Parent Guarantor or any of their respective Subsidiaries is listed or,
      to the best of each of the Borrower's and each Parent Guarantor's
      knowledge after due inquiry, proposed for listing (with respect to owned
      property only) on the National Priorities List pursuant to CERCLA, on the
      CERCLIS or on any similar state list of sites requiring investigation or
      clean-up;

            (f) there are no underground storage tanks, active or abandoned,
      including petroleum storage tanks, on or under any property now or
      previously owned or leased by the Borrower, any Parent Guarantor or any of
      their respective Subsidiaries that, singly or in the aggregate, have, or
      could reasonably be expected to have, a Material Adverse Effect;

            (g) neither the Borrower, any Parent Guarantor nor any of their
      respective 


                                      -72-
<PAGE>

      Subsidiaries has directly transported or directly arranged for the
      transportation of any Hazardous Material to any location which is listed
      or proposed for listing on the National Priorities List pursuant to
      CERCLA, on the CERCLIS or on any similar state list or which is the
      subject of federal, state or local enforcement actions or other
      investigations which may lead to claims against the Borrower, such Parent
      Guarantor or such Subsidiary thereof for any remedial work, damage to
      natural resources or personal injury, including claims under CERCLA that,
      singly or in the aggregate, have, or could reasonably be expected to have,
      a Material Adverse Effect;

            (h) there are no polychlorinated biphenyls or friable asbestos
      present at any property now or previously owned or leased by the Borrower,
      any Parent Guarantor or any of their respective Subsidiaries that, singly
      or in the aggregate, have, or could reasonably be expected to have, a
      Material Adverse Effect; and

            (i) no conditions exist at, on or under any property now or
      previously owned or leased by the Borrower, any Parent Guarantor or any of
      their respective Subsidiaries which, with the passage of time, or the
      giving of notice or both, would give rise to liability under any
      Environmental Law that could reasonably be expected to have a Material
      Adverse Effect.

      SECTION 6.13. Regulations U and X. Neither the Borrower, any Parent
Guarantor nor any of their respective Subsidiaries is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock, and no
proceeds of any Credit Extension will be used to acquire any "margin stock".
Terms for which meanings are provided in F.R.S. Board Regulation U or X or any
regulations substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

      SECTION 6.14. Accuracy of Information. All material factual information
concerning the financial condition, operations or prospects of the Borrower,
each Parent Guarantor and their respective Subsidiaries heretofore or
contemporaneously furnished by or on behalf of the Borrower, any Parent
Guarantor or any of their respective Subsidiaries in writing to the Agents, the
Documentation Agent, the Arranger, the Issuer or any Lender for purposes of or
in connection with this Agreement or any transaction contemplated hereby or with
respect to the New Transaction is, and all other such factual information
hereafter furnished by or on behalf of the Borrower, any Parent Guarantor or any
of their respective Subsidiaries to the Agents, the Documentation Agent, the
Arranger, the Issuer or any Lender will be, taken as a whole, true and accurate
in all material respects on the date as of which such information is dated or
certified and such information is not, or shall not be, taken as a whole, as the
case may be, incomplete by omitting to state any material fact necessary to make
such information not misleading at such time in light of the circumstances under
which such statements were made. Any term or provision of this Section to the
contrary notwithstanding, insofar as any of the factual information described
above includes assumptions, estimates, projections or opinions, no


                                      -73-
<PAGE>

representation or warranty is made herein with respect thereto; provided,
however, that to the extent any such assumptions, estimates, projections or
opinions are based on factual matters, the Borrower and each Parent Guarantor
have reviewed such factual matters and nothing has come to the attention of any
such Person in the context of such review which would lead it to believe that
such factual matters were not or are not true and correct in all material
respects or that such factual matters omit to state any material fact necessary
to make such assumptions, estimates, projections or opinions not misleading in
any material respect.

      SECTION 6.15. Solvency. The New Transaction (including, among other
things, the incurrence of the initial Credit Extension hereunder and the
execution and delivery by the Guarantors of the Guarantees) will not involve or
result in any fraudulent transfer or fraudulent conveyance under the provisions
of Section 548 of the Bankruptcy Code (11 U.S.C. ss.101 et seq., as from time to
time hereafter amended, and any successor or similar statute) or any applicable
state law respecting fraudulent transfers or fraudulent conveyances. On the
Amendment Effective Date, after giving effect to the New Transaction, Holdings
and its Subsidiaries and the Borrower and its Subsidiaries, in each case taken
as a whole, are Solvent.

      SECTION 6.16. Pharmaceutical Laws. (a) The Borrower, each Parent Guarantor
and each of their respective Subsidiaries has obtained all permits, licenses and
other authorizations which are required with respect to the ownership and
operations of its business under any Pharmaceutical Law, except where the
failure to obtain such permits, licenses or other authorizations would not
reasonably be expected to have a Material Adverse Effect.

      (b) The Borrower, each Parent Guarantor and each of their respective
Subsidiaries is in compliance with all terms and conditions of all such permits,
licenses, orders and authorizations, and is also in compliance with all
Pharmaceutical Laws, including all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in the Pharmaceutical Laws, except where the failure to comply with
such terms, conditions or laws would not reasonably be expected to have a
Material Adverse Effect.

      (c) Other than as set forth in Item 6.16(c) ("Pharmaceutical Liabilities")
of the Disclosure Schedule, none of the Borrower, any Parent Guarantor nor any
of their respective Subsidiaries has any liabilities, any claims against it and
presently any outstanding notices imposed or based upon any provision of any
Pharmaceutical Law, except for such liabilities, claims, citations or notices
which individually or in the aggregate would not reasonably be expected to have
a Material Adverse Effect.

      SECTION 6.17. Seniority of the Obligations and Senior Debt under the
Senior Subordinated Indenture. (a) The Senior Subordinated Notes have been
issued and sold to the underwriters thereof on the Closing Date in accordance
with and pursuant to the Senior Subordinated Note Indenture and the other Senior
Subordinated Note Documents and in compliance with all laws, including the
Securities Act of 1933, as amended and all other 


                                      -74-
<PAGE>

applicable federal and state securities laws. The issuance of the Senior
Subordinated Notes and the execution of the Senior Subordinated Note Indenture
and the other Senior Subordinated Note Documents have been duly authorized by
all necessary corporate action on the part of Holdings, the Borrower and DRI I
and will not require any consent or approval of any governmental agency or
authority that has not been obtained prior to the Closing Date. The issuance of
the Senior Subordinated Notes and the execution of the Senior Subordinated Note
Indenture and the other Senior Subordinated Note Documents do not conflict with
(i) any material provision of any material law, (ii) the Organic Documents of
Holdings, the Borrower or DRI I, (iii) any material agreement binding upon
Holdings, the Borrower or DRI I, or (iv) any material court or administrative
order or decree applicable to Holdings, the Borrower or DRI I, and do not and
will not require, or result in, the creation or imposition of any Lien on any
asset of Holdings, the Borrower or DRI I. All representations and warranties of
Holdings, the Borrower or DRI I contained in the Senior Subordinated Note
Indenture and the other Senior Subordinated Note Documents are true and correct
in all material respects as of the Closing Date.

      (b) Each Senior Subordinated Note Document (including the Senior
Subordinated Notes and the Senior Subordinated Notes Guarantee) constitutes the
legal, valid and binding obligation of each of Holdings and the Borrower, as the
case may be, enforceable against each of Holdings and the Borrower, as the case
may be, in accordance with its terms. The subordination provisions of each such
Senior Subordinated Note Document will be enforceable against the holders of the
Senior Subordinated Notes by the holder of any "Senior Debt" (as defined in the
Senior Subordinated Note Indenture). All Obligations, including those to pay
principal of and interest (including post-petition interest) on the Loans and
Reimbursement Obligations, and fees and expenses in connection therewith,
constitute "Senior Debt" (as defined in the Senior Subordinated Note Indenture)
and all such Obligations are entitled to the benefits of the subordination
created by such Senior Subordinated Note Document. Each of Holdings and the
Borrower acknowledges that the Agents, the Documentation Agent, the Issuer and
each Lender is entering into this Agreement, and is extending its Commitments,
in reliance upon the subordination provisions of such Senior Subordinated Note
Documents and this Section.

      SECTION 6.18. Year 2000. Each Obligor has reviewed the areas within its
business and operations which could be adversely affected by, and has developed
or is developing a program to address on a timely basis, the "Year 2000 Problem"
(that is, the risk that computer applications used by such Obligor may be unable
to recognize and properly perform date-sensitive functions involving certain
dates prior to and any date after December 31, 1999). Based on such review and
program, each Obligor believes that the "Year 2000 Problem" could not reasonably
be expected to have a Material Adverse Effect.

                                   ARTICLE VII

                                    COVENANTS


                                      -75-
<PAGE>

      SECTION 7.1. Affirmative Covenants. Each of the Borrower and each Parent
Guarantor agrees with the Agents, the Documentation Agent, the Issuer and each
Lender that, until all Commitments have terminated, all Letters of Credit have
terminated or expired and all Obligations have been paid and performed in full,
each of the Borrower and each Parent Guarantor will perform, or cause to be
performed by their respective Subsidiaries, the obligations set forth in this
Section 7.1.

      SECTION 7.1.1. Financial Information, Reports, Notices, etc. Holdings will
furnish, or will cause to be furnished, to each Lender, the Documentation Agent,
the Issuer and each Agent copies of the following financial statements, reports,
notices and information:

            (a) as soon as available and in any event within 30 days after the
      end of each fiscal month other than the last such month of any Fiscal
      Quarter of Holdings, a consolidated balance sheet of Holdings and its
      Subsidiaries as at the end of such month, together, in each case, with the
      related consolidated statements of income and cash flows for such month
      and for the period commencing at the end of the previous Fiscal Year and
      ending with the last day of such month, certified by the chief financial
      or accounting Authorized Officer of Holdings;

            (b) as soon as available and in any event within 60 days after the
      end of each of the first three Fiscal Quarters of each Fiscal Year of
      Holdings (or, if Holdings is required to file such information on a Form
      10-Q with the Securities and Exchange Commission, promptly following such
      filing), a consolidated balance sheet of Holdings and its Subsidiaries as
      of the end of such Fiscal Quarter, together, in each case, with the
      related consolidated statements of income and cash flows for such Fiscal
      Quarter and for the period commencing at the end of the previous Fiscal
      Year and ending with the end of such Fiscal Quarter, certified by the
      chief financial or accounting Authorized Officer of Holdings;

            (c) as soon as available and in any event within 90 days after the
      end of each Fiscal Year of Holdings (or, if Holdings is required to file
      such information on a Form 10-K with the Securities and Exchange
      Commission, promptly following such filing), a copy of the annual audit
      report for such Fiscal Year for Holdings and its Subsidiaries, including
      therein a consolidated balance sheet for Holdings and its Subsidiaries as
      of the end of such Fiscal Year, together with the related consolidated
      statements of income and cash flows for such Fiscal Year certified
      (without any Impermissible Qualification) by Price Waterhouse LLP or
      another nationally recognized firm of independent public accountants
      acceptable to the Agents, together with a certificate from such
      accountants as to whether, in making the examination necessary for the
      signing of such annual report by such accountants, they have not become
      aware of any Default that has occurred and is continuing or, if in the
      opinion of such accounting firm such a Default has occurred and is
      continuing, a statement as to the nature thereof;


                                      -76-
<PAGE>

            (d) together with the delivery of the financial information required
      pursuant to clauses (b) and (c), a Compliance Certificate, in
      substantially the form of Exhibit E, executed by the chief financial or
      accounting Authorized Officer of Holdings, showing (in reasonable detail
      and with appropriate calculations and computations in all respects
      satisfactory to the Agents) compliance with, among other things, the
      financial covenants set forth in Section 7.2.4;

            (e) (i) as soon as available and in any event no later than 60 days
      after the first day of each Fiscal Year of Holdings, an annual budget,
      setting forth on a monthly basis and in reasonable detail for such Fiscal
      Year of Holdings and its Subsidiaries containing consolidated and
      consolidating projected statements of earnings and cash flow and (ii)
      together with the delivery of financial statements pursuant to clause (a),
      (b) or (c) above, a comparison of the current year to date financial
      results (other than in respect of the balance sheets included therein)
      against the budgets required to be submitted pursuant to this clause (e);

            (f) as soon as possible and in any event within five Business Days
      after obtaining knowledge of the occurrence of any Default, a statement of
      the president, chief executive officer, treasurer, assistant treasurer,
      controller or chief financial or accounting Authorized Officer of the
      Borrower or Holdings setting forth details of such Default and the action
      which the Borrower or Holdings, as the case may be, has taken or proposes
      to take with respect thereto;

            (g) as soon as possible and in any event within five Business Days
      after (x) the occurrence of any material adverse development with respect
      to any litigation, action, proceeding, labor controversy, arbitration or
      governmental investigation or proceeding described in Section 6.7 or (y)
      the commencement of any labor controversy, litigation, action, proceeding
      of the type described in Section 6.7, notice thereof and of the action
      which the Borrower or Holdings has taken or proposes to take with respect
      thereto;

            (h) promptly after the sending or filing thereof, copies of all
      reports and registration statements (other than exhibits thereto and any
      registration statement on Form S-8 or its equivalent) which the Borrower,
      any Parent Guarantor or any of their respective Subsidiaries files with
      the Securities and Exchange Commission or any national securities
      exchange;

            (i) as soon as practicable after the chief executive or chief
      financial or accounting Authorized Officer of Holdings or the chief
      executive or chief financial or accounting officer of a member of
      Holdings' Controlled Group becomes aware of (i) formal steps in writing to
      terminate any Pension Plan or (ii) the occurrence of any event with
      respect to a Pension Plan which, in the case of (i) or (ii), could
      reasonably be expected to result in a 


                                      -77-
<PAGE>

      contribution to such Pension Plan by (or a liability to) Holdings or a
      member of the Holdings' Controlled Group in excess of $1,000,000, (iii)
      the failure to make a required contribution to any Pension Plan if such
      failure is sufficient to give rise to a Lien under section 302(f) of
      ERISA, (iv) the taking of any action with respect to a Pension Plan which
      could reasonably be expected to result in the requirement that Holdings or
      any of its Subsidiaries furnish a bond to the PBGC or such Pension Plan or
      (v) any material increase in the contingent liability of Holdings or any
      of its Subsidiaries with respect to any post-retirement Welfare Plan
      benefit, notice thereof and copies of all documentation relating thereto;

            (j) as soon as possible and in any event within five Business Days
      after the delivery thereof, copies of all notices, agreements or documents
      delivered pursuant to the Senior Subordinated Note Documents and each
      other agreement for borrowed money to which any Parent Guarantor, the
      Borrower or any their respective Subsidiaries is a party and with a
      commitment or outstandings exceeding $3,000,000, except for such notices,
      agreements or documents delivered pursuant to the terms hereof;

            (k) on November 30, 2002, a certificate from an Authorized Officer
      of the Borrower, dated as of such date, in which certificate such
      Authorized Officer shall certify that all actions necessary for the
      continued perfection of the Administrative Agent's Liens on all Collateral
      (as defined in each Loan Document) for the period from the fifth
      anniversary of the Closing Date until the Stated Maturity Date for Term C
      Loans have been taken (including all recordings, registerings, filings,
      re-recordings, re-registerings and refilings of all financing statements,
      continuation statements or other instruments of further assurance as is
      necessary to ensure such continued perfection); and

            (l) such other information respecting the condition or operations,
      financial or otherwise, of the Borrower, any Parent Guarantor or any of
      their respective Subsidiaries as any Lender through any Agent may from
      time to time reasonably request.

      SECTION 7.1.2. Compliance with Laws, etc. Each of the Borrower and each
Parent Guarantor will, and will cause each of their respective Subsidiaries to,
comply in all material respects with all applicable laws, rules, regulations,
orders, decrees, judgments and injunctions, such compliance to include (a) the
maintenance and preservation of its corporate or partnership existence and
qualification as a foreign corporation or partnership, (b) the payment, before
the same become delinquent, of all material taxes, assessments and governmental
charges imposed upon it or upon its property except to the extent being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books and (c)
compliance with all Pharmaceutical Laws.

      SECTION 7.1.3. Maintenance of Properties. Each of the Borrower and each
Parent Guarantor will, and will cause each of their respective Subsidiaries to,
maintain, preserve, protect 


                                      -78-
<PAGE>

and keep its material properties in good repair, working order and condition
(ordinary wear and tear excepted), and make necessary and proper repairs,
renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless the Borrower determines
in good faith that the continued maintenance of any of such properties is no
longer economically desirable.

      SECTION 7.1.4. Insurance. Each of the Borrower and each Parent Guarantor
will, and will cause each of their respective Subsidiaries to, maintain or cause
to be maintained with insurance companies rated A- or better by A.M. Best
Company insurance with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses in similar geographic locations and
with such provisions and endorsements as the Agents may reasonably request
(provided that in no event will any deductible or self-insured retention in
respect of liability claims or in respect of casualty damage exceed, in each
such case, $500,000 per occurrence) and will, upon request of the Agents,
furnish to the Agents, the Documentation Agent and each Lender a certificate of
an Authorized Officer of the Borrower setting forth the nature and extent of all
insurance maintained by each of the Borrower, each Parent Guarantor and each of
their respective Subsidiaries in accordance with this Section. Without limiting
the foregoing, each of the Borrower and each Parent Guarantor will, and will
cause each of their respective Subsidiaries to, ensure that:

            (a) Each policy for property insurance shall show the Administrative
      Agent as loss payee.

            (b) Each policy for liability insurance shall show the
      Administrative Agent as an additional insured.

            (c) With respect to each life insurance policy, the Borrower, such
      Parent Guarantor or such Subsidiary, as the case may be, shall execute and
      deliver to the Administrative Agent a collateral assignment, notice of
      which has been acknowledged in writing by the insurer.

            (d) Each insurance policy shall provide that at least 30 days' prior
      written notice of cancellation or of lapse shall be given to the
      Administrative Agent by the insurer.

            (e) The Borrower, such Parent Guarantor or such Subsidiary, as the
      case may be, shall, if so requested by the Administrative Agent, deliver
      to the Administrative Agent a copy of each insurance policy.

      SECTION 7.1.5. Books and Records. Each of the Borrower and each Parent
Guarantor will, and will cause each of their respective Subsidiaries to, (a)
keep books and records which accurately reflect in all material respects all of
its business affairs and transactions and (b) permit 


                                      -79-
<PAGE>

the Agents, the Documentation Agent, the Issuer and each Lender or any of their
respective representatives, at reasonable times and intervals, and upon
reasonable notice, (i) to visit all of its offices, (ii) to discuss its
financial matters with its officers and, after notice to the Borrower and
provision of an opportunity for the Borrower to participate in such discussion,
its independent public accountant (and each of the Borrower and each Parent
Guarantor hereby authorizes, and will cause each of their respective
Subsidiaries to authorize, such independent public accountant to discuss the
Borrower's, such Parent Guarantor's or such Subsidiary's financial matters with
the Issuer and each Lender or its representatives whether or not any
representative of the Borrower, such Parent Guarantor or such Subsidiary is
present, so long as the Borrower, such Parent Guarantor or such Subsidiary has
been afforded a reasonable opportunity to be present) and (iii) to examine, and
photocopy extracts from, any of its books or other corporate or partnership
records. The cost and expense of one such visit (the "Paid Visit") by each Agent
in each Fiscal Year shall be borne by the Borrower; provided, however, that the
cost and expenses of any visit made by such Agent after a Default or an Event of
Default has occurred and is then continuing shall be for the account of the
Borrower and shall not count as the Paid Visit made by such Agent.

      SECTION 7.1.6. Environmental Covenant. Each of the Borrower and each
Parent Guarantor will, and will cause each of their respective Subsidiaries to,

            (a) use and operate all of its facilities and properties in material
      compliance with all Environmental Laws, keep all necessary permits,
      approvals, certificates, licenses and other authorizations relating to
      environmental matters in effect and remain in material compliance
      therewith, and handle all Hazardous Materials in material compliance with
      all applicable Environmental Laws;

            (b) immediately notify the Agents and provide copies upon receipt of
      all written claims, complaints, notices or inquiries relating to the
      condition of its facilities and properties or compliance with
      Environmental Laws; and

            (c) provide such information and certifications which the Agents may
      reasonably request from time to time to evidence compliance with this
      Section 7.1.6.

      SECTION 7.1.7. Future Subsidiaries. Each of the Borrower and each Parent
Guarantor hereby covenants and agrees that, upon any Person becoming, after the
Amendment Effective Date, a Subsidiary of the Borrower, or (in the case of
clause (b) below only) upon the Borrower or any Subsidiary acquiring additional
Capital Stock of any existing Subsidiary, the Borrower shall notify the Agents
of such acquisition, and

            (a) the Borrower shall promptly cause such Subsidiary to execute and
      deliver to the Administrative Agent, with counterparts for each Lender, a
      Subsidiary Guaranty (or a supplement thereto in the form of the exhibit
      thereto), the Subsidiary Security Agreement 


                                      -80-
<PAGE>

      (or a supplement thereto in the form of the exhibit thereto) (and, if such
      Subsidiary owns any real property, a Mortgage) and a Perfection
      Certificate, together with Uniform Commercial Code financing statements
      (form UCC-1) executed and delivered by the Subsidiary naming the
      Subsidiary as the debtor and the Administrative Agent as the secured
      party, or other similar instruments or documents, in appropriate form for
      filing under the Uniform Commercial Code and any other applicable
      recording statutes, in the case of real property, of all jurisdictions as
      may be necessary or, in the opinion of the Administrative Agent, desirable
      to perfect the security interest of the Administrative Agent pursuant to
      the Subsidiary Security Agreement or a Mortgage, as the case may be; and

            (b) the Borrower shall promptly deliver the Borrower Pledge
      Agreement to the Agents, duly executed and delivered by an Authorized
      Officer of the Borrower (unless so executed and delivered previously), and
      shall promptly deliver, or cause to be delivered, the Subsidiary Pledge
      Agreement to the Agents, duly executed and delivered by an Authorized
      Officer of the relevant Subsidiary (unless so executed and delivered
      previously), and shall promptly deliver, or cause to be delivered, to the
      Administrative Agent under a Pledge Agreement (or a supplement thereto)
      certificates (if any) representing all of the issued and outstanding
      shares of Capital Stock of such Subsidiary owned by the Borrower or any
      Subsidiary of the Borrower, as the case may be, along with undated stock
      powers for such certificates, executed in blank, or, if any securities
      subject thereto are uncertificated securities or are held through a
      financial intermediary, confirmation and evidence satisfactory to the
      Agents that appropriate book entries have been made in the relevant books
      or records of a financial intermediary or the issuer of such securities,
      as the case may be, or other appropriate steps shall have been taken under
      applicable law resulting in the perfection of the security interest
      granted in favor of the Administrative Agent pursuant to the terms of a
      Pledge Agreement;

together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Agents, as the Agents may reasonably request;
provided, however, that notwithstanding the foregoing, no Foreign Subsidiary
shall be required to execute and deliver (x) a Mortgage or the Subsidiary
Security Agreement (or a supplement thereto) or (y) the Subsidiary Guaranty (or
a supplement thereto) in the event that such execution and delivery thereof
would result in a material increase in tax or similar liabilities for the
Borrower and its Subsidiaries, on a consolidated basis, nor will the Borrower or
any Subsidiary of the Borrower be required to deliver in pledge pursuant to a
Pledge Agreement in excess of 65% of the total combined voting power of all
classes of Capital Stock of a Foreign Subsidiary entitled to vote in the event
that such pledge would result in a material increase in tax or similar
liabilities for the Borrower and its Subsidiaries, on a consolidated basis.

      SECTION 7.1.8. Future Leased Property and Future Acquisitions of Real
Property; Future Acquisition of Other Property. (a) Prior to entering into any
new lease of real property or renewing any existing lease of real property
following the Amendment Effective Date (including 


                                      -81-
<PAGE>

any lease entered into in connection with a Sale and Leaseback Transaction),
each of the Borrower and each Parent Guarantor shall, and shall cause each of
their respective Subsidiaries that is not a Foreign Subsidiary to, use its (and
their) commercially reasonable best efforts (which shall not require the
expenditure of cash or the making of any material concessions under the relevant
lease) to deliver to the Administrative Agent a Property Waiver executed by the
lessor of any real property that is to be leased by the Borrower, such Parent
Guarantor or such Subsidiary for a term in excess of one year in any state which
by statute grants such lessor a "landlord's" (or similar) Lien which is superior
to the Administrative Agent's.

      (b) In the event that the Borrower, any Parent Guarantor or any of their
respective Subsidiaries that is not a Foreign Subsidiary shall acquire any real
property having a value as determined in good faith by the Agents in excess of
$1,000,000 in the aggregate, the Borrower, such Parent Guarantor or such
Subsidiary shall, promptly after such acquisition, execute a Mortgage and
provide the Agents with (i) evidence of the completion (or satisfactory
arrangements for the completion) of all recordings and filings of such Mortgage
as may be necessary or, in the reasonable opinion of the Agents, desirable
effectively to create a valid, perfected first priority Lien, subject to Liens
permitted by Section 7.2.3, against the properties purported to be covered
thereby, (ii) mortgagee's title insurance policies in favor of the
Administrative Agent for the benefit of the Secured Parties in amounts and in
form and substance and issued by insurers, reasonably satisfactory to the
Agents, with respect to the property purported to be covered by such Mortgage,
insuring that title to such property is marketable and that the interests
created by the Mortgage constitute valid first Liens thereon free and clear of
all defects and encumbrances other than as approved by the Agents, and such
policies shall also include a revolving credit endorsement and such other
endorsements as the Agents shall request and shall be accompanied by evidence of
the payment in full of all premiums thereon, and (iii) such other approvals,
opinions, or documents as the Agents may reasonably request; provided, however,
that the Borrower or any of its Subsidiaries that is not a Foreign Subsidiary
will not have to execute and deliver a Mortgage in respect of such property
under the terms of this clause (b) if (A) the Borrower or such Subsidiary
acquires such property for the purposes of entering into a Sale and Leaseback
Transaction pursuant to Section 7.2.14 (such property a "Subject Property"), (B)
such Subject Property is sold within one year of the date of its purchase, and
(C) the Valuation Amount of such Subject Property when taken together with the
Valuation Amount of each other Subject Property owned by the Borrower and its
Subsidiaries does not exceed $7,000,000 at any time.

      (c) In accordance with the terms and provisions of the Security Documents,
provide the Agents with evidence of all recordings and filings as may be
necessary or, in the reasonable opinion of the Agents, desirable to create a
valid, perfected first priority Lien, subject to the Liens permitted by Section
7.2.3, against all property acquired after the Amendment Effective Date
(excluding leases of real property).

      SECTION 7.1.9. Use of Proceeds, etc. The Borrower shall, and each Parent
Guarantor 


                                      -82-
<PAGE>

shall cause the Borrower to,

            (a) apply the proceeds of (i) the Additional Term C Loans to repay
      outstanding Existing Revolving Loans on the Amendment Effective Date and
      (ii) the Additional Term C Loans (to the extent not applied in accordance
      with clause (a)(i) above), the Revolving Loans and the Swing Line Loans,
      for the general corporate purposes of (A) the Borrower and its
      Subsidiaries, including working capital needs and financing for store
      expansions and acquisitions and (B) Holdings, to the extent permitted
      under Section 7.2.6; and

            (b) use Letters of Credit only for purposes of supporting working
      capital and general corporate purposes of the Borrower and its
      Subsidiaries.

      SECTION 7.1.10. [INTENTIONALLY OMITTED].

      SECTION 7.1.11. [INTENTIONALLY OMITTED].

      SECTION 7.1.12. Maintenance of Corporate Separateness. Each Parent
Guarantor will satisfy customary corporate formalities, including the
maintenance of corporate records. Each Parent Guarantor shall not make any
payment to a creditor of any other Obligor in respect of any liability of such
Obligor (other than pursuant to a Contingent Liability permitted hereunder), and
no bank account of such Parent Guarantor shall be commingled with any bank
account of any other Obligor. Any financial statements distributed to any
creditors of any Parent Guarantor shall, to the extent permitted by GAAP,
clearly establish the corporate separateness of such Parent Guarantor from each
other Obligor. Finally, each Parent Guarantor shall not take any action, or
conduct its affairs in a manner, which is likely to result in the corporate
existence of such Parent Guarantor on the one hand and of any other Obligor on
the other hand being ignored, or in the assets and liabilities of such other
Obligor being substantively consolidated with those of such Parent Guarantor in
a bankruptcy, reorganization or other insolvency proceeding.

      SECTION 7.1.13. Borrower Indebtedness. Any Indebtedness of the Borrower
now or hereafter held by any Parent Guarantor or any of their respective
Subsidiaries (other than the Borrower) is hereby subordinated to the
Indebtedness of the Borrower to the Agents, the Issuer and the Lenders; and such
indebtedness of the Borrower to such Parent Guarantor or such Subsidiary, if the
Agents, after an Event of Default has occurred, so requests, shall be collected,
enforced and received by such Parent Guarantor or such Subsidiary as trustee for
the Agents, the Issuer and the Lenders and be paid over to the Administrative
Agent on behalf of the Agents, the Issuer and the Lenders on account of the
indebtedness of the Borrower to the Agents, the Issuer and the Lenders, but
without affecting or impairing in any manner the obligations of such Parent
Guarantor or such Subsidiary hereunder or under each other Loan Document to
which it is a party. Prior to the transfer by any Parent Guarantor or any their
respective Subsidiaries (other than the Borrower) of any note or negotiable
instrument evidencing any indebtedness of the Borrower to such Parent Guarantor
or such Subsidiary, such Parent Guarantor or such Subsidiary shall mark such
note or negotiable instrument with a legend that the same is subject to this


                                      -83-
<PAGE>

subordination.

      SECTION 7.1.14. Existing Mortgage. If the Borrower has not sold the real
property described in the Existing Mortgage by December 31, 1998, the Borrower
shall fulfill its obligations under clause (b) of Section 7.1.8 as if such real
property were acquired after the date hereof.

      SECTION 7.2. Negative Covenants. Each of the Borrower and each Parent
Guarantor agrees with the Agents, the Documentation Agent, the Issuer and each
Lender that, until all Commitments have terminated, all Letters of Credit have
terminated or expired and all Obligations have been paid and performed in full,
each of the Borrower and each Parent Guarantor will perform the obligations set
forth in this Section 7.2.

      SECTION 7.2.1. Business Activities. (a) The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any business activity, except
business activities of the type in which the Borrower and its Subsidiaries are
engaged on the Closing Date and such activities as may be incidental, similar or
related thereto.

      (b) No Parent Guarantor will engage in any business activity other than
(i) its continuing ownership of (A) in the case of Holdings, its 99% general
partnership interest in the Borrower and all the shares of Capital Stock of DRI
I and (B) in the case of DRI I, its 1% general partnership interest in the
Borrower, and (ii) its compliance with all applicable laws, rules and
regulations (including SEC reporting requirements) and the obligations
applicable to it under the Loan Documents and the Material Documents to which
such Parent Guarantor is a party. Without limiting the generality of the
immediately preceding sentence, no Parent Guarantor will take any action,
including the filing of any income tax return, that would result in the Borrower
ceasing to be treated as a partnership within meaning of Section 761(a) of the
Code for Federal income tax purposes.

      SECTION 7.2.2. Indebtedness. Each of the Borrower and each Parent
Guarantor will not, and will not permit any of their respective Subsidiaries to,
create, incur, assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness, other than, without duplication, the following:

            (a) Indebtedness in respect of the Credit Extensions and other
      Obligations;

            (b) [INTENTIONALLY OMITTED];

            (c) Indebtedness identified in Item 7.2.2(c) ("Ongoing
      Indebtedness") of the Disclosure Schedule;

            (d) (i) Indebtedness of Holdings evidenced by the Senior
      Subordinated Notes and (ii) Indebtedness of the Borrower, DRI I and each
      other Subsidiary of Holdings consisting 


                                      -84-
<PAGE>

      of Contingent Liabilities under the Senior Subordinated Notes Guarantees
      in respect of the Indebtedness described in clause (d)(i);

            (e) Indebtedness in an aggregate principal amount not to exceed
      $15,000,000 at any time outstanding which is, or has been, incurred by the
      Borrower or any of its Subsidiaries (i) to a vendor of any assets
      permitted to be acquired pursuant to Section 7.2.7 to finance its
      acquisition of such assets or (ii) in respect of Capitalized Lease
      Liabilities to the extent permitted by Section 7.2.7;

            (f) Indebtedness of the Borrower owing to any Subsidiary Guarantor;

            (g) Indebtedness of Subsidiary Guarantors that are Wholly-owned
      Subsidiaries of the Borrower owing to the Borrower or any other Subsidiary
      Guarantor;

            (h) Indebtedness of Subsidiaries of the Borrower owing to the
      Borrower or a Subsidiary Guarantor to the extent permitted by clause (e)
      of Section 7.2.5;

            (i) Hedging Obligations of the Borrower in respect of the Loans;

            (j) unsecured Indebtedness of the Borrower or any of its
      Subsidiaries incurred in the ordinary course of business (including open
      accounts extended by suppliers on normal trade terms in connection with
      purchases of goods and services, but excluding Indebtedness incurred
      through the borrowing of money or Contingent Liabilities);

            (k) Indebtedness of the Borrower incurred under the Rapid Remit
      Program in an aggregate amount at any time outstanding not to exceed
      $5,000,000;

            (l) Indebtedness which refinances Indebtedness permitted by clause
      (c) and (d) above; provided, however, that after giving effect to such
      refinancing, (i) the principal amount of outstanding Indebtedness is not
      increased (other than in the case of a refinancing of Indebtedness
      permitted by clause (d) above by the amount of reasonable fees and
      expenses incurred in connection with such refinancing), (ii) neither the
      tenor nor the average life thereof is reduced, (iii) the respective
      obligor or obligors shall be the same on the refinancing Indebtedness as
      on the Indebtedness being refinanced, (iv) the security, if any, for the
      refinancing Indebtedness shall be the same as that for the Indebtedness
      being refinanced (except to the extent that less security is granted to
      holders of such refinancing Indebtedness), (v) the holders of such
      refinancing Indebtedness are not afforded covenants, defaults, rights or
      remedies more burdensome to the obligor or obligors than those contained
      in the Indebtedness being refinanced and (vi) the refinancing Indebtedness
      is subordinated to the same degree, if any, as the Indebtedness being
      refinanced; and

            (m) other unsecured Indebtedness of the Borrower and its
      Subsidiaries in an 


                                      -85-
<PAGE>

      aggregate amount at any time outstanding not to exceed $7,500,000;

provided, however, that (i) no Indebtedness otherwise permitted by clause (e) or
(m) may be incurred if, after giving effect to the incurrence thereof, any
Default shall have occurred and be continuing and (ii) no Indebtedness otherwise
permitted hereunder by any of clauses (a) through (m) may be incurred if, after
giving effect to the application thereof, there shall be a "Default" or "Event
of Default" under and as defined in the Senior Subordinated Note Indenture, as
in effect on the Closing Date.

      SECTION 7.2.3. Liens. Each of the Borrower and each Parent Guarantor will
not, and will not permit any of their respective Subsidiaries to, create, incur,
assume or suffer to exist any Lien upon any of its property, revenues or assets,
whether now owned or hereafter acquired, except:

            (a) Liens securing payment of the Obligations or any Hedging
      Obligations owed to any Lender or any Affiliate of any Lender, granted
      pursuant to any Loan Document;

            (b) [INTENTIONALLY OMITTED];

            (c) Liens granted prior to the Closing Date to secure payment of
      Indebtedness of the type permitted and described in clause (c) of Section
      7.2.2;

            (d) Liens granted to secure payment of Indebtedness of the type
      permitted and described in clause (e) of Section 7.2.2 and covering only
      those assets acquired with the proceeds of such Indebtedness;

            (e) Liens for taxes, assessments or other governmental charges or
      levies not at the time delinquent or thereafter payable without penalty or
      being diligently contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;

            (f) Liens of carriers, warehousemen, mechanics, materialmen and
      landlords incurred in the ordinary course of business for sums not overdue
      or being diligently contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;

            (g) Liens incurred in the ordinary course of business in connection
      with workmen's compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders,
      statutory obligations, leases and contracts (other than for borrowed
      money) entered into in the ordinary course of business or to secure
      obligations on surety or appeal bonds;


                                      -86-
<PAGE>

            (h) judgment Liens in existence less than 15 days after the entry
      thereof or with respect to which execution has been stayed or the payment
      of which is covered in full (subject to a customary deductible) by
      insurance maintained with insurance companies of the nature described in
      Section 7.1.4;

            (i) Liens granted by the Borrower in favor of Pharmacy Fund (A)
      securing the recourse obligations owing to Pharmacy Fund pursuant to the
      Rapid Remit Program for rejected or adjusted Prescription Receivables, (B)
      consisting of the right of set-off granted to Pharmacy Fund in connection
      with rejected or adjusted receivables, other payments owing to Pharmacy
      Fund and administrative fees and expenses pursuant to the Rapid Remit
      Program and (C) consisting of precautionary liens on receivables, chattel
      paper, general intangibles and the proceeds thereof directly related to
      the Rapid Remit Program; and

            (j) Liens with respect to minor imperfections of title and
      easements, rights-of-way, restrictions, reservations, permits, servitudes
      and other similar encumbrances on real property and fixtures which do not
      materially detract from the value or materially impair the use by the
      Borrower or any of its Subsidiaries in the ordinary course of their
      business of the property subject thereto.

      SECTION 7.2.4. Financial Covenants. (a) Net Worth. Each of the Borrower
and each Parent Guarantor will not permit Net Worth at any time from and after
the last day of the 1998 Fiscal Year to be less than an amount equal to 50% of
the cumulative Net Income (in excess of zero) for the period from the first day
of the 1998 Fiscal Year to the end of the Fiscal Quarter most recently ended on
or prior to such date of determination.

      (b) Leverage Ratio. Each of the Borrower and each Parent Guarantor will
not permit the Leverage Ratio as of the end of any Fiscal Quarter ending after
the Amendment Effective Date and occurring during any period set forth below to
be greater than the ratio set forth opposite such period:

                    Period                        Leverage Ratio
                    ------                        --------------
          first Fiscal Quarter of the 1999            5.00:1
             Fiscal Year through the second
             Fiscal Quarter of the 1999               
             Fiscal Year                 
          third Fiscal Quarter of the 1999            4.75:1
                Fiscal Year                           
          fourth Fiscal Quarter of the 1999           4.50:1
                Fiscal Year                           


                                      -87-
<PAGE>

          first Fiscal Quarter of the 2000            3.25:1
            Fiscal Year through the fourth
            Fiscal Quarter of the 2000                
            Fiscal Year 
          first Fiscal Quarter of the 2001            3.00:1
            Fiscal Year and each Fiscal
            Quarter thereafter                        

      (c) Interest Coverage Ratio. Each of the Borrower and each Parent
Guarantor will not permit the Interest Coverage Ratio as of the end of any
Fiscal Quarter ending after the Amendment Effective Date and occurring during
any period set forth below to be less than the ratio set forth opposite such
period:

                    Period                    Interest Coverage Ratio
                    ------                    -----------------------
          first Fiscal Quarter of the 1999            2.10:1
            Fiscal Year through the third
            Fiscal Quarter of the 1999                
            Fiscal Year
          fourth Fiscal Quarter of the 1999           2.25:1
            Fiscal Year                               
          first Fiscal Quarter of the 2000            3.00:1
            Fiscal Year and each Fiscal
            Quarter thereafter                        

      (d) Fixed Charge Coverage Ratio. Each of the Borrower and each Parent
Guarantor will not permit the Fixed Charge Coverage Ratio as of the end of any
Fiscal Quarter ending after the Amendment Effective Date and occurring during
any period set forth below to be less than the ratio set forth opposite such
period:

                    Period                  Fixed Charge Coverage Ratio
                    ------                  ---------------------------
          first Fiscal Quarter of the 1999            1.00:1
            Fiscal Year through the fourth
            Fiscal Quarter of the 1999                
            Fiscal Year                 
          first Fiscal Quarter of the 2000            1.10:1
            Fiscal Year and each Fiscal
            Quarter thereafter                      

      SECTION 7.2.5. Investments. Each of the Borrower and each Parent Guarantor
will not, and will not permit any of their respective Subsidiaries to, make,
incur, assume or suffer to exist any Investment in any other Person, except:


                                      -88-
<PAGE>

            (a) Investments existing on the Closing Date and identified in Item
      7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule;

            (b) Cash Equivalent Investments;

            (c) without duplication, Investments permitted as Indebtedness
      pursuant to Section 7.2.2;

            (d) without duplication, Investments permitted as Capital
      Expenditures of the Borrower and its Subsidiaries pursuant to Section
      7.2.7;

            (e) Investments by any Parent Guarantor, the Borrower or any
      Subsidiary Guarantor in the Borrower or Subsidiary Guarantors that are
      Wholly-owned Subsidiaries of the Borrower;

            (f) Investments to the extent the consideration received pursuant to
      clause (c)(i) of Section 7.2.9 is not all cash;

            (g) Investments in the form of loans to officers, directors and
      employees of Holdings and its Subsidiaries for the sole purpose of
      purchasing Capital Stock of Holdings (or purchases of such loans made by
      others) in an aggregate amount at any time outstanding not to exceed
      $3,000,000;

            (h) other Investments made by the Borrower or any of its
      Subsidiaries, by way of contributions to capital, the making of loans or
      advances or the incurrence of Contingent Liabilities, in an aggregate
      amount not to exceed

                  (i) to the extent such Investments are made with the Capital
            Stock of Holdings, $30,000,000 since the Closing Date (such amounts
            in this clause (h)(i) to be determined based on the fair market
            value of such Capital Stock at the time of such Investments); and

                  (ii) to the extent such Investments are not made with the
            Capital Stock of Holdings, $20,000,000 since the Closing Date,

      which Investments shall result in the Borrower or the relevant Subsidiary
      acquiring (subject to Section 7.2.1) a majority controlling interest in
      the Person in which such Investment was made or increasing any such
      controlling interest maintained by it in such Person; or

            (i) other Investments made by the Borrower or any of its
      Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time
      outstanding;


                                      -89-
<PAGE>

provided, however, that

            (j) any Investment which when made complies with the requirements of
      the definition of the term "Cash Equivalent Investment" may continue to be
      held notwithstanding that such Investment if made thereafter would not
      comply with such requirements;

            (k) no Investment otherwise permitted by clause (c) (except to the
      extent permitted under Section 7.2.2), (f), (g), (h) or (i) shall be
      permitted to be made if, immediately before or after giving effect
      thereto, any Default shall have occurred and be continuing; and

            (l) no Investment otherwise permitted by clauses (a) through (i) may
      be made if, after giving effect to the application thereof, there shall be
      a "Default" or "Event of Default" under and as defined in the Senior
      Subordinated Note Indenture, in each case as in effect on the Closing
      Date.

      SECTION 7.2.6. Restricted Payments, etc. On and at all times after the
date hereof;

            (a) each of the Borrower and each Parent Guarantor will not, and
      will not permit any of their respective Subsidiaries to, declare, pay or
      make any dividend, distribution or exchange (in cash, property or
      obligations) on or in respect of any shares of any class of Capital Stock
      (now or hereafter outstanding) of the Borrower or any Parent Guarantor or
      on any warrants, options or other rights with respect to any shares of any
      class of Capital Stock (now or hereafter outstanding) of the Borrower or
      any Parent Guarantor (other than (i) dividends or distributions payable in
      its common stock or warrants to purchase its common stock and (ii) splits
      or reclassifications of its stock into additional or other shares of its
      common stock) or apply, or permit any of its Subsidiaries to apply, any of
      its funds, property or assets to the purchase, redemption, exchange,
      sinking fund or other retirement of, or agree or permit any of its
      Subsidiaries to purchase, redeem or exchange, any shares of any class of
      Capital Stock (now or hereafter outstanding) of the Borrower or any Parent
      Guarantor, warrants, options or other rights with respect to any shares of
      any class of Capital Stock (now or hereafter outstanding) of the Borrower
      or any Parent Guarantor;

            (b) each of the Borrower and each Parent Guarantor will not, and
      will not permit any of their respective Subsidiaries to, (i) make any
      payment or prepayment of principal of, or make any payment of interest on,
      any subordinated note (including any Senior Subordinated Note) on any day
      other than the stated, scheduled date for such payment or prepayment set
      forth in the documents and instruments memorializing such subordinated
      note, or which would violate the subordination provisions of such
      subordinated note, or (ii) redeem, purchase or defease any subordinated
      note (including any Senior 


                                      -90-
<PAGE>

      Subordinated Note) (the foregoing prohibited acts referred to in clauses
      (a) and (b) above are herein collectively referred to as "Restricted
      Payments");

provided, however, that

            (c) notwithstanding the provisions of clause (a) above, the Borrower
      shall be permitted to make Restricted Payments to DRI I (which shall in
      turn utilize all of any such Restricted Payment to make Restricted
      Payments to Holdings) and to Holdings to the extent necessary to enable
      Holdings to pay interest on the Senior Subordinated Notes, so long as (i)
      no Default or Event of Default exists or would result therefrom and (ii)
      the Restricted Payments referred to below are permitted to be paid at such
      time under the Senior Subordinated Note Indenture;

            (d) notwithstanding the provisions of clause (a) above, the Borrower
      shall be permitted to make Restricted Payments to Holdings and to DRI I
      (which may in turn utilize all or part of any such Restricted Payment to
      make Restricted Payments to Holdings), in each case to the extent
      necessary to enable Holdings and DRI I

                  (i) to pay their overhead expenses to the extent permitted
            under the Senior Subordinated Note Indenture as in effect on the
            Closing Date; provided, that the aggregate amount of Restricted
            Payments paid by the Borrower pursuant to this clause (d)(i) in any
            Fiscal Year shall not exceed $2,000,000; and

                  (ii) to pay their respective taxes based on income and
            franchise taxes and other similar licensure expenses; and

                  (iii) to defease and redeem the Holdings Subordinated Notes,
            as contemplated by Section 7.1.9(a); and

            (e) so long as (i) no Default or Event of Default shall have
      occurred and be continuing on the date such Restricted Payment is declared
      or to be made, nor would a Default or an Event of Default result from the
      making of such Restricted Payment, (ii) after giving effect to the making
      of such Restricted Payment, Holdings shall be in pro forma compliance with
      the covenants set forth in Section 7.2.4 for the most recent fully ended
      Fiscal Quarter preceding the date of the making of such Restricted Payment
      for which the relevant financial information has been delivered pursuant
      to clause (b) or (c) of Section 7.1.1, and (iii) an Authorized Officer of
      Holdings shall have delivered a certificate to the Administrative Agent in
      form and substance satisfactory to the Administrative Agent (including a
      calculation of Holdings' compliance with the covenants set forth in
      Section 7.2.4 in reasonable detail) certifying as to the accuracy of
      subclauses (i) and (ii) above, the Borrower shall be permitted to make
      Restricted 


                                      -91-
<PAGE>

      Payments to Holdings and to DRI I (which shall in turn utilize all of any
      such Restricted Payment to make Restricted Payments to Holdings), in each
      case to the extent necessary to enable Holdings to repurchase, redeem or
      otherwise acquire or retire for value any Capital Stock of Holdings held
      by any member of management of Holdings or any of its Subsidiaries
      pursuant to any management equity subscription agreement or stock option
      agreement, in each case as in effect on the Closing Date; provided,
      however, that (A) the aggregate price paid for all such repurchased,
      redeemed, acquired or retired Capital Stock shall not exceed an amount
      equal to $2,000,000 in any twelve month period plus (B) the aggregate cash
      proceeds received by Holdings during such twelve month period from any
      reissuance of Capital Stock of Holdings by Holdings to members of
      management of Holdings or any of its Subsidiaries.

      SECTION 7.2.7. Capital Expenditures, etc. Each of the Borrower and each
Parent Guarantor will not, and will not permit any of their respective
Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year,
except Capital Expenditures of the Borrower and its Subsidiaries which do not
aggregate in excess of $30,000,000 in the 1998 Fiscal Year and $25,000,000 in
each Fiscal Year thereafter; provided, however, that, to the extent the amount
of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this
Section exceeds the aggregate amount of Capital Expenditures actually made by
the Borrower and its Subsidiaries during such Fiscal Year, up to 50% of such
excess amount may be carried forward to (but only to) the next succeeding Fiscal
Year (any such amount to be certified by Holdings to the Agents in the
Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal
Year), and any such amount carried forward to a succeeding Fiscal Year shall be
deemed to be used prior to the Borrower and its Subsidiaries using the amount of
Capital Expenditures permitted by this Section in such succeeding Fiscal Year,
without giving effect to such carry-forward; provided further, however, that the
Borrower and its Subsidiaries may make or commit to make additional Capital
Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate
amount of $7,000,000 from the date hereof.

      SECTION 7.2.8. Consolidation, Merger, etc. Each of the Borrower and each
Parent Guarantor will not, and will not permit any of their respective
Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with,
any other corporation, or purchase or otherwise acquire all or substantially all
of the assets of any Person (or of any division thereof) except

            (a) any Subsidiary of the Borrower may liquidate or dissolve
      voluntarily into, and may merge with and into, the Borrower (so long as
      the Borrower is the surviving entity of such combination or merger) or any
      other Subsidiary, and the assets or stock of any such Subsidiary may be
      purchased or otherwise acquired by the Borrower or any other Subsidiary;
      provided, that notwithstanding the above, a Subsidiary may only liquidate
      or dissolve into, or merge with and into, another Subsidiary of the
      Borrower if, after giving effect to such combination or merger, the
      Borrower continues to own (directly or indirectly), and the Administrative
      Agent continues to have pledged to it pursuant to a Pledge Agreement, a
      percentage of the issued and outstanding shares of Capital Stock (on a
      fully diluted basis) of the Subsidiary surviving such combination or
      merger that is equal 


                                      -92-
<PAGE>

      to or in excess of the percentage of the issued and outstanding shares of
      Capital Stock (on a fully diluted basis) of the Subsidiary that does not
      survive such combination or merger that was (immediately prior to the
      combination or merger) owned by the Borrower or pledged to the
      Administrative Agent;

            (b) so long as no Default has occurred and is continuing or would
      occur after giving effect thereto, the Borrower or any of its Subsidiaries
      may purchase all or substantially all of the assets of any Person (or any
      division thereof) not then a Subsidiary, or acquire such Person by merger,
      if permitted (without duplication) pursuant to Section 7.2.7 or clause (i)
      of Section 7.2.5; and

            (c) so long as no Default has occurred and is continuing or would
      occur after giving effect thereto, the Borrower or any of its Subsidiaries
      may purchase all or substantially all of the assets of the Sellers
      pursuant to the Asset Purchase Agreement.

      SECTION 7.2.9. Asset Dispositions, etc. Each of the Borrower and each
Parent Guarantor will not, and will not permit any of their respective
Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, all or any part of its
assets, whether now owned or hereafter acquired (including accounts receivable
and Capital Stock of Subsidiaries) to any Person, unless:

            (a) such sale, transfer, lease, contribution or conveyance of such
      assets is (i) in the ordinary course of its business (and does not
      constitute a sale, transfer, lease, contribution or other conveyance of
      all or a substantial part of the Borrower's and its Subsidiaries' assets,
      taken as a whole) or is of obsolete or worn out property, (ii) permitted
      by Section 7.2.8 or 7.2.14, or (iii) between the Borrower and one of its
      Subsidiary Guarantors or between Subsidiary Guarantors of the Borrower;

            (b) such sale, transfer, lease, contribution or conveyance consists
      of the sale by the Borrower of third party prescription receivables
      resulting from the sale of pharmaceutical products to customers covered by
      third party insurance or payment programs (the "Prescription Receivables")
      to Pharmacy Fund, in each case pursuant to, and in accordance with the
      terms of the Rapid Remit Program Documents;

            (c) such sale, transfer, lease, contribution or conveyance by (i)
      the Borrower or any of its Subsidiaries constitutes (A) an Investment
      permitted under Section 7.2.5 or (B) a Lien permitted under Section 7.2.3
      or (ii) any Parent Guarantor constitutes an Investment permitted under
      clause (b), (c) or (e) of Section 7.2.5; or

            (d) (i) such sale, transfer, lease, contribution or conveyance by
      the Borrower or any of its Subsidiaries of such assets is for fair market
      value and the consideration consists of no less than 80% in cash (other
      than assets sold, transferred, leased, contributed or conveyed in an
      individual amount not to exceed $50,000 and in an aggregate amount not to
      exceed $500,000 since the Closing Date), (ii) the Net Disposition Proceeds
      received from such assets, together with the Net Disposition Proceeds of
      all other assets sold, transferred, leased, 


                                      -93-
<PAGE>

      contributed or conveyed pursuant to this clause (d) since the Closing
      Date, does not exceed (individually or in the aggregate) $10,000,000 over
      the term of this Agreement and (iii) an amount equal to the Net
      Disposition Proceeds generated from such sale, transfer, lease,
      contribution or conveyance is applied to prepay the Loans pursuant to the
      terms of Sections 3.1.1 and 3.1.2.

      SECTION 7.2.10. Modification of Certain Agreements. Without the prior
written consent of the Required Lenders, each of the Borrower and each Parent
Guarantor will not, and will not permit any of their respective Subsidiaries to,
consent to any amendment, supplement, amendment and restatement, waiver or other
modification of any of the terms or provisions contained in, or applicable to,
any Material Document or any schedules, exhibits or agreements related thereto,
in each case which does not comply with the requirements set forth in the
proviso to clause (l) of Section 7.2.2 or would adversely affect the rights or
remedies of the Lenders, or the Borrower's, such Parent Guarantor's or such
Subsidiary's ability to perform hereunder or under any Loan Document.

      SECTION 7.2.11. Transactions with Affiliates. Each of the Borrower and
each Parent Guarantor will not, and will not permit any of their respective
Subsidiaries to, enter into, or cause, suffer or permit to exist any arrangement
or contract with any of its other Affiliates unless such arrangement or contract
is fair and equitable to the Borrower, such Parent Guarantor or such Subsidiary
and is an arrangement or contract of the kind which would be entered into by a
prudent Person in the position of the Borrower, such Parent Guarantor or such
Subsidiary with a Person which is not one of its Affiliates; provided, however
that the Borrower, the Parent Guarantors and their respective Subsidiaries shall
be permitted to enter into and perform their obligations under the Material
Documents to which each is a party as of the Closing Date and arrangements with
DLJ and its Affiliates for underwriting, investment banking and advisory
services on usual and customary terms.

      SECTION 7.2.12. Negative Pledges, Restrictive Agreements, etc. Each of the
Borrower and each Parent Guarantor will not, and will not permit any of their
respective Subsidiaries to, enter into any agreement prohibiting

            (a) the (i) creation or assumption of any Lien upon its properties,
      revenues or assets, whether now owned or hereafter acquired (other than,
      in the case of any assets acquired with the proceeds of any Indebtedness,
      or subject to Capitalized Lease Liabilities, permitted under clause (e) of
      Section 7.2.2, customary limitations and prohibitions contained in such
      Indebtedness or Capitalized Lease), or (ii) ability of the Borrower, any
      Parent Guarantor or any other Obligor to amend or otherwise modify this


                                      -94-
<PAGE>

      Agreement or any other Loan Document; or

            (b) any Subsidiary from making any payments, directly or indirectly,
      to the Borrower by way of dividends, advances, repayments of loans or
      advances, reimbursements of management and other intercompany charges,
      expenses and accruals or other returns on investments, or any other
      agreement or arrangement which restricts the ability of any such
      Subsidiary to make any payment, directly or indirectly, to the Borrower.

      SECTION 7.2.13. Stock of Subsidiaries. Each of the Borrower and each
Parent Guarantor will not permit any Subsidiary of the Borrower to issue any
Capital Stock (whether for value or otherwise) to any Person other than the
Borrower or another Wholly-owned Subsidiary of the Borrower.

      SECTION 7.2.14. Sale and Leaseback. Each of the Borrower and each Parent
Guarantor will not, and will not permit any of its Subsidiaries to, enter into
any agreement or arrangement with any other Person providing for the leasing by
the Borrower or any of its Subsidiaries of real or personal property which has
been or is to be sold or transferred by the Borrower or any of its Subsidiaries
to such other Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental obligations
of the Borrower or any of its Subsidiaries (a "Sale and Leaseback Transaction");
provided, however, that the Borrower or any of its Subsidiaries may enter into
Sale and Leaseback Transactions so long as (a) each such Sale and Leaseback
Transaction is consummated no more than one year after the original date of
purchase of the Subject Property, (b) the Borrower or such Subsidiary receives
cash in an amount greater than or equal to the Valuation Amount of such Subject
Property concurrent with the sale thereof, (c) each lease entered into in
connection with each such Sale and Leaseback Transaction is a true operating
lease in accordance with GAAP, and (d) the proceeds of such sale under such Sale
and Leaseback Transaction are applied in accordance with the terms of clause (f)
of Section 3.1.1.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      SECTION 8.1. Listing of Events of Default. Each of the following events or
occurrences described in this Section 8.1 shall constitute an "Event of
Default".

      SECTION 8.1.1. Non-Payment of Obligations. (a) The Borrower shall default
in the payment or prepayment of any principal of any Loan when due or any
Reimbursement Obligations or any deposit of cash for collateral purposes
pursuant to Section 2.6.2 or Section 2.6.4, as the case may be, or (b) any
Obligor (including the Borrower) shall default (and 


                                      -95-
<PAGE>

such default shall continue unremedied for a period of three Business Days) in
the payment when due of any interest or commitment fee with respect to the Loans
or Commitments or of any other monetary Obligation.

      SECTION 8.1.2. Breach of Warranty. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made by it hereunder or under
any other Loan Document or any other writing or certificate furnished by or on
behalf of the Borrower or any other Obligor to the Agents, the Documentation
Agent, the Issuer, the Arranger or any Lender for the purposes of or in
connection with this Agreement or any such other Loan Document (including any
certificates delivered pursuant to Article V) is or shall be incorrect when made
in any material respect.

      SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations. The
Borrower or any Parent Guarantor shall default in the due performance and
observance of any of its obligations under Section 7.1.4, 7.1.6(b), 7.1.9,
7.1.10, 7.1.11 or 7.2 (other than clause (a) of Section 7.2.1), or any other
Obligor shall default in the performance of any of its obligations in respect of
such Sections as such Sections are incorporated by reference or otherwise in any
Loan Document to which such Obligor is a party.

      SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days from the earlier
of the date an Authorized Officer of such Obligor has actual knowledge thereof
and the receipt by such Obligor of written notice thereof from the
Administrative Agent.

      SECTION 8.1.5. Default on Other Indebtedness. A default shall occur (i) in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in Section 8.1.1, of the Borrower or any of its Subsidiaries or any
other Obligor having a principal amount, individually or in the aggregate, in
excess of $3,000,000, or (ii) a default shall occur in the performance or
observance of any obligation or condition with respect to such Indebtedness if
the effect of such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any applicable period
of time sufficient to permit the holder or holders of such Indebtedness, or any
trustee or agent for such holders, to cause such Indebtedness to become due and
payable prior to its expressed maturity.

      SECTION 8.1.6. Judgments. Any judgment or order for the payment of money
in excess of $3,000,000 (not covered by insurance from an insurance company
rated A- or better by A.M. Best Company that is not denying its liability with
respect thereto) shall be rendered against the Borrower or any of its
Subsidiaries or any other Obligor and remain unpaid and either (a) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order, or (b) there shall be any period of 30 consecutive days during which a
stay of enforcement 


                                      -96-
<PAGE>

of such judgment or order, by reason of a pending appeal or otherwise, shall not
be in effect.

      SECTION 8.1.7. Pension Plans. Any of the following events shall occur with
respect to any Pension Plan (a) the institution of any steps by Holdings, any
member of its Controlled Group or any other Person to terminate a Pension Plan
if, as a result of such termination, Holdings or any such member could be
required to make a contribution to such Pension Plan, or could reasonably expect
to incur a liability or obligation to such Pension Plan, in excess of
$1,000,000, or (b) a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

      SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

      SECTION 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or any of its
Subsidiaries or any other Obligor shall

            (a) become insolvent or generally fail to pay, or admit in writing
      its inability or unwillingness to pay, debts as they become due;

            (b) apply for, consent to, or acquiesce in, the appointment of a
      trustee, receiver, sequestrator or other custodian for the Borrower or any
      of its Subsidiaries or any other Obligor or any property of any thereof,
      or make a general assignment for the benefit of creditors;

            (c) in the absence of such application, consent, acquiescence or
      assignment, permit or suffer to exist the appointment of a trustee,
      receiver, sequestrator or other custodian for the Borrower or any of its
      Subsidiaries or any other Obligor or for a substantial part of the
      property of any thereof, and such trustee, receiver, sequestrator or other
      custodian shall not be discharged within 60 days, provided that the
      Borrower, each Subsidiary and each other Obligor hereby expressly
      authorizes the Agents, the Documentation Agent, the Arranger, the Issuer
      and each Lender to appear in any court conducting any relevant proceeding
      during such 60-day period to preserve, protect and defend their rights
      under the Loan Documents;

            (d) permit or suffer to exist the commencement of any bankruptcy,
      reorganization, debt arrangement or other case or proceeding under any
      bankruptcy or insolvency law, or any dissolution, winding up or
      liquidation proceeding, in respect of the Borrower or any of its
      Subsidiaries or any other Obligor, and, if any such case or proceeding is
      not commenced by the Borrower or such Subsidiary or such other Obligor,
      such case or proceeding shall be consented to or acquiesced in by the
      Borrower or such Subsidiary or such other Obligor or shall result in the
      entry of an order for relief or shall remain for 60 days undismissed,
      provided that the Borrower, each Subsidiary and each other Obligor hereby
      expressly authorizes the Agents, the Documentation Agent, the Arranger,
      the Issuer and each Lender to appear in any court conducting any such case
      or proceeding during such 60-day period to preserve, protect and defend
      their rights under 


                                      -97-
<PAGE>

the Loan Documents; or

            (e) take any action (partnership, corporate or otherwise)
      authorizing, or in furtherance of, any of the foregoing.

      SECTION 8.1.10. Impairment of Security, etc. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be in full force and effect or cease to be the
legally valid, binding and enforceable obligation of any Obligor party thereto;
the Borrower or any other Obligor shall, directly or indirectly, contest in any
manner the effectiveness, validity, binding nature or enforceability thereof; or
any Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only to those exceptions expressly
permitted by the Loan Documents.

      SECTION 8.2. Action if Bankruptcy, etc. If any Event of Default described
in clauses (a) through (d) of Section 8.1.9 shall occur, the Commitments (if not
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations (including
Reimbursement Obligations) shall automatically be and become immediately due and
payable, without notice or demand and the Borrower shall automatically and
immediately be obligated to deposit with the Administrative Agent cash
collateral in an amount equal to the undrawn amount of all Letters of Credit
outstanding.

      SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than an Event of Default described in clauses (a), through (d) of Section
8.1.9) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable, require the Borrower to
provide cash collateral to be deposited with the Administrative Agent in an
amount equal to the undrawn amount of all Letters of Credit outstanding and/or
declare the Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations which shall
be so declared due and payable shall be and become immediately due and payable,
without further notice, demand or presentment, and/or, as the case may be, the
Commitments shall terminate and the Borrower shall deposit with the
Administrative Agent cash collateral in an amount equal to the undrawn amount of
all Letters of Credit outstanding.

                                   ARTICLE IX

                                    GUARANTY

      SECTION 9.1. Guaranty. Each Parent Guarantor hereby jointly and severally,
absolutely, unconditionally and irrevocably


                                      -98-
<PAGE>

            (a) guarantees the full and punctual payment when due, whether at
      stated maturity, by required prepayment, declaration, acceleration, demand
      or otherwise, of all Obligations of the Borrower now or hereafter
      existing, whether for principal, interest, fees, expenses or otherwise
      (including all such amounts which would become due but for the operation
      of the automatic stay under Section 362(a) of the United States Bankruptcy
      Code, 11 U.S.C. ss.362(a), and the operation of Sections 502(b) and 506(b)
      of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
      and

            (b) indemnifies and holds harmless each Secured Party and each
      holder of a Note for any and all costs and expenses (including reasonable
      attorney's fees and expenses) incurred by such Secured Party or such
      holder, as the case may be, in enforcing any rights under the guaranty set
      forth in this Article IX.

The guaranty set forth in this Article IX constitutes a guaranty of payment when
due and not of collection, and each Parent Guarantor specifically agrees that it
shall not be necessary or required that any Secured Party or any holder of any
Note exercise any right, assert any claim or demand or enforce any remedy
whatsoever against the Borrower or any other Obligor (or any other Person)
before or as a condition to the obligations of each Parent Guarantor under the
guaranty set forth in this Article IX.

      SECTION 9.2. Acceleration of Parent Guaranty. Each Parent Guarantor agrees
that upon the occurrence of an Event of Default of the nature set forth in
clauses (a) through (d) of Section 8.1.9, at a time when any of the Obligations
of the Borrower and each other Obligor may not then be due and payable, then
each Parent Guarantor agrees that it will pay to the Administrative Agent for
the account of the Secured Parties forthwith the full amount which would be
payable under the guaranty set forth in this Article IX by each Parent Guarantor
if all such Obligations were then due and payable.

      SECTION 9.3. Guaranty Absolute, etc. The guaranty set forth in this
Article IX shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Obligations of the Borrower and each other Obligor have been paid in full in
cash, all obligations of each Parent Guarantor under the guaranty set forth in
this Article IX shall have been paid in full in cash, all Letters of Credit have
been terminated or expired, all Rate Protection Agreements have been terminated
or expired and all Commitments shall have terminated. Each Parent Guarantor
guarantees that the Obligations of the Borrower will be paid strictly in
accordance with the terms of this Agreement and each other Loan Document under
which they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party or any holder of any Note with respect thereto. The liability of
each Parent Guarantor under the guaranty set forth in this Article IX shall be
absolute, unconditional and irrevocable irrespective of:


                                      -99-
<PAGE>

            (a) any lack of validity, legality or enforceability of this
      Agreement, any Note or any other Loan Document;

            (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            (including any other guarantor (including any Parent Guarantor))
            under the provisions of this Agreement, any Note, any other Loan
            Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor (including any Parent Guarantor) of, or collateral
            securing, any Obligations of the Borrower;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations of the Borrower, or any other
      extension, compromise or renewal of any Obligation of the Borrower;

            (d) any reduction, limitation, impairment or termination of any
      Obligations of the Borrower for any reason, including any claim of waiver,
      release, surrender, alteration or compromise, and shall not be subject to
      (and the each Parent Guarantor hereby waives any right to or claim of) any
      defense or setoff, counterclaim, recoupment or termination whatsoever by
      reason of the invalidity, illegality, nongenuineness, irregularity,
      compromise, unenforceability of, or any other event or occurrence
      affecting, any Obligations of the Borrower or otherwise;

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of this Agreement, any
      Note or any other Loan Document;

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral, or any amendment to or waiver or release or addition of,
      or consent to departure from, any other guaranty, held by any Secured
      Party or any holder of any Note securing any of the Obligations of the
      Borrower; or

            (g) any other circumstance which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      any surety or any guarantor.

      SECTION 9.4. Reinstatement, etc. Each Parent Guarantor agrees that the
guaranty set forth in this Article IX shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in part)
of any of the Obligations is rescinded or must otherwise be restored by any
Secured Party or any holder of any Note, upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as though such payment had not
been made.


                                     -100-
<PAGE>

      SECTION 9.5. Waiver, etc. Each Parent Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrower and the guaranty set forth in this Article IX and
any requirement that the Administrative Agent, any other Secured Party or any
holder of any Note protect, secure, perfect or insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action
against the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Obligations of the Borrower.

      SECTION 9.6. Postponement of Subrogation, etc. Each Parent Guarantor
agrees that it will not exercise any rights which it may acquire by way of
rights of subrogation under the guaranty set forth in this Article IX, by any
payment made under the guaranty set forth in this Article IX or otherwise, until
the prior payment in full in cash of all Obligations of the Borrower and each
other Obligor, the termination or expiration of all Letters of Credit, the
termination or expiration of all Rate Protection Agreements and the termination
of all Commitments. Any amount paid to any Parent Guarantor on account of any
such subrogation rights prior to the payment in full in cash of all Obligations
of the Borrower and each other Obligor shall be held in trust for the benefit of
the Secured Parties and each holder of a Note and shall immediately be paid to
the Administrative Agent for the benefit of the Secured Parties and each holder
of a Note and credited and applied against the Obligations of the Borrower and
each other Obligor, whether matured or unmatured, in accordance with the terms
of this Agreement; provided, however, that if

            (a) each Guarantor has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Obligations of the Borrower,
      and

            (b) all Obligations of the Borrower and each other Obligor have been
      paid in full in cash, all Letters of Credit have been terminated or
      expired, all Rate Protection Agreements have been terminated or expired
      and all Commitments have been permanently terminated,

each Secured Party and each holder of a Note agrees that, at any Parent
Guarantor's request, the Administrative Agent, on behalf of the Secured Parties
and the holders of the Notes, will execute and deliver to the applicable Parent
Guarantor appropriate documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to such Parent
Guarantor of an interest in the Obligations of the Borrower resulting from such
payment by such Parent Guarantor. In furtherance of the foregoing, for so long
as any Obligations or Commitments remain outstanding, each Parent Guarantor
shall refrain from taking any action or commencing any proceeding against the
Borrower (or its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in the respect of payments made
under the guaranty set forth in this Article IX to any Secured Party or any
holder of a Note.


                                     -101-
<PAGE>

      SECTION 9.7. Successors, Transferees and Assigns; Transfers of Notes, etc.
The guaranty set forth in this Article IX shall:

            (a) be binding upon each Parent Guarantor and its successors,
      transferees and assigns; and

            (b) inure to the benefit of and be enforceable by the Administrative
      Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (b), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document (including the guaranty set forth in this
Article IX) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 11.11 and Article X.

                                    ARTICLE X

                                   THE AGENTS

      SECTION 10.1. Actions. Each Lender hereby appoints DLJ as its Syndication
Agent and Fleet as its Administrative Agent under and for purposes of this
Agreement, the Notes and each other Loan Document. Each Lender authorizes the
Agents to act on behalf of such Lender under this Agreement, the Notes and each
other Loan Document and, in the absence of other written instructions from the
Required Lenders received from time to time by the Agents (with respect to which
each of the Agents agrees that it will comply, except as otherwise provided in
this Section or as otherwise advised by counsel), to exercise such powers
hereunder and thereunder as are specifically delegated to or required of the
Agents by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) the Agents, ratably in
accordance with their respective Term Loans outstanding and Commitments (or, if
no Term Loans or Commitments are at the time outstanding and in effect, then
ratably in accordance with the principal amount of Term Loans held by such
Lender, and their respective Commitments as in effect in each case on the date
of the termination of this Agreement), from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against, any of the Agents in any way relating to or arising out of this
Agreement, the Notes and any other Loan Document, including reasonable
attorneys' fees, and as to which any Agent is not reimbursed by the Borrower or
any other Obligor (and without limiting the obligation of the Borrower or any
other Obligor to do so); provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
claims, costs or 


                                     -102-
<PAGE>

expenses which are determined by a court of competent jurisdiction in a final
proceeding to have resulted solely from such Agent's gross negligence or willful
misconduct. The Agents shall not be required to take any action hereunder, under
the Notes or under any other Loan Document, or to prosecute or defend any suit
in respect of this Agreement, the Notes or any other Loan Document, unless it is
indemnified hereunder to its satisfaction. If any indemnity in favor of any of
the Agents shall be or become, in such Agent's determination, inadequate, such
Agent may call for additional indemnification from the Lenders and cease to do
the acts indemnified against hereunder until such additional indemnity is given.

      SECTION 10.2. Funding Reliance, etc. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 5:00
p.m., New York City time, on the day prior to a Borrowing that such Lender will
not make available the amount which would constitute its Percentage of such
Borrowing on the date specified therefor, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent and,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender severally agrees and the
Borrower agrees to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the Borrower to the date
such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing.

      SECTION 10.3. Exculpation. None of the Agents, the Swing Line Lender, the
Issuer or the Arranger nor any of their respective directors, officers,
employees or agents shall be liable to any Lender for any action taken or
omitted to be taken by it under this Agreement or any other Loan Document, or in
connection herewith or therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein,
nor for the effectiveness, enforceability, validity or due execution of this
Agreement or any other Loan Document, nor for the creation, perfection or
priority of any Liens purported to be created by any of the Loan Documents, or
the validity, genuineness, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the performance by
the Borrower of its obligations hereunder or under any other Loan Document. Any
such inquiry which may be made by any Agent, the Swing Line Lender or the Issuer
shall not obligate it to make any further inquiry or to take any action. The
Agents, the Swing Line Lender and the Issuer shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Agents, the Swing Line Lender or the
Issuer, as applicable, believe to be genuine and to have been presented by a
proper Person.

      SECTION 10.4. Successor. The Syndication Agent may resign as such upon one
Business Day's notice to the Borrower and the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may, with 


                                     -103-
<PAGE>

the prior consent of the Borrower (which consent shall not be unreasonably
withheld), appoint another Lender as a successor Administrative Agent which
shall thereupon become the Administrative Agent hereunder. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the United States or a United States
branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from the
retiring Administrative Agent such documents of transfer and assignment as such
successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of (i) this Article X shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative Agent
under this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to
inure to its benefit.

      SECTION 10.5. Credit Extensions by each Agent. Each Agent, the Swing Line
Lender and the Issuer shall have the same rights and powers with respect to (x)
(i) in the case of the Agents and the Swing Line Lender, the Credit Extensions
made by it or any of its Affiliates and (ii) in the case of the Issuer, the
Loans made by it or any of its Affiliates, and (y) the Notes held by such Agent,
the Swing Line Lender, the Issuer or any of their respective Affiliates as any
other Lender and may exercise the same as if it were not an Agent or the Issuer.
Each Agent, the Swing Line Lender, the Issuer and each and their respective
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if such Agent, the Swing Line Lender or Issuer were not an Agent,
the Swing Line Lender or the Issuer hereunder.

      SECTION 10.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent, the Documentation Agent, the Arranger, the Swing
Line Lender, the Issuer and each other Lender, and based on such Lender's review
of the financial information of the Borrower, this Agreement, the other Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its Commitments. Each
Lender also acknowledges that it will, independently of each Agent, the
Documentation Agent, the Arranger, the Swing Line Lender, the Issuer and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.


                                     -104-
<PAGE>

      SECTION 10.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender and the Issuer of each notice or request required or
permitted to be given to the Administrative Agent by the Borrower pursuant to
the terms of this Agreement (unless concurrently delivered to the Lenders and
the Issuer by the Borrower). The Administrative Agent will distribute to each
Lender and the Issuer each document or instrument received for such Lender's or
the Issuers's account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lenders and/or
the Issuer by the Administrative Agent in accordance with the terms of this
Agreement.

      SECTION 10.8. The Swing Line Lender, the Issuer, the Documentation Agent,
the Syndication Agent and the Administrative Agent. Notwithstanding anything
else to the contrary contained in this Agreement or any other Loan Document, the
Swing Line Lender, the Issuer, the Documentation Agent and the Agents, in their
respective capacities as such, each in such capacity, shall have no duties or
responsibilities under this Agreement or any other Loan Document nor any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Swing Line Lender, the Issuer, the
Documentation Agent or any Agent, as applicable, in such capacity except as are
explicitly set forth herein or in the other Loan Documents.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      SECTION 11.1. Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and each Obligor party thereto and by the Required Lenders;
provided, however, that no such amendment, modification or waiver which would:

            (a) modify any requirement hereunder that any particular action be
      taken by all the Lenders or by the Required Lenders shall be effective
      unless consented to by each Lender;

            (b) modify this Section 11.1, or clause (a) of Section 11.10, change
      the definition of "Required Lenders", increase any Commitment Amount or
      the Percentage of any Lender, reduce, or extend the due date for, any fees
      described in Section 3.3 (other than any fee referred to in Section
      3.3.2), release any Guarantor from its obligations under any Guaranty, or
      release all or substantially all of the collateral security (except in
      each case as otherwise specifically provided in this Agreement, any such
      Guaranty, a Security 


                                     -105-
<PAGE>

      Agreement or a Pledge Agreement) or extend any Commitment Termination Date
      shall be made without the consent of each Lender adversely affected
      thereby;

            (c) extend the due date for, or reduce the amount of, (i) any
      scheduled repayment or prepayment of principal of or interest on any Loan
      (or reduce the principal amount of or rate of interest on any Loan) or
      (ii) any repayment of any Reimbursement Obligation (or reduce the amount
      of or rate of interest on any Reimbursement Obligation) shall be made
      without the consent of the holder of the Note evidencing such Loan or, in
      the case of a Reimbursement Obligation, the Issuer owed, and those Lenders
      participating in, such Reimbursement Obligation;

            (d) affect adversely the interests, rights or obligations of any
      Agent, the Swing Line Lender, the Issuer or the Arranger (in its capacity
      as Agent, the Swing Line Lender, the Issuer or the Arranger), unless
      consented to by such Agent, the Swing Line Lender, the Issuer or the
      Arranger, as the case may be; or

            (e) have the effect (either immediately or at some later time) of
      enabling the Borrower to satisfy a condition precedent to the making of a
      Revolving Loan, the Swing Line Loan or the issuance of a Letter of Credit
      without the consent of Lenders holding at least 51% of the Revolving Loan
      Commitments; or

            (f) amend, modify or waive the provisions of clause (a)(i) of
      Section 3.1.1 or clause (b) of Section 3.1.2 or effect any amendment,
      modification or waiver that by its terms adversely affects the Lenders
      participating in any Tranche differently from those of Lenders
      participating in other Tranches, without the consent of the holders of the
      Notes evidencing greater than 50% of the aggregate amount of Loans
      outstanding under each Tranche affected by such modification, or, in the
      case of a modification affecting the Revolving Loan Commitment Amount, the
      Lenders holding greater than 50% of the Revolving Loan Commitments.

No failure or delay on the part of any Agent, the Issuer, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by any Agent, the Issuer,
any Lender or the holder of any Note under this Agreement or any other Loan
Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

      SECTION 11.2. Notices. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and 


                                     -106-
<PAGE>

addressed, delivered or transmitted to such party at its address or facsimile
number set forth on its signature page hereto or on Schedule II hereto or, in
the case of a Lender that becomes a party hereto after the date hereof, as set
forth in the Lender Assignment Agreement pursuant to which such Lender becomes a
Lender hereunder or at such other address or facsimile number as may be
designated by such party in a notice to the other parties. Any notice, if mailed
and properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when transmitted (and electronic
confirmation of receipt thereof has been received).

      SECTION 11.3. Payment of Costs and Expenses. The Borrower agrees to pay on
demand all reasonable expenses of each of the Agents and the Arranger (including
the reasonable fees and out-of-pocket expenses of counsel to the Agents and the
Arranger and of local or foreign counsel, if any, who may be retained by counsel
to the Agents) in connection with

            (a) the syndication by the Syndication Agent and the Arranger of the
      Loans, the negotiation, preparation, execution and delivery of this
      Agreement and of each other Loan Document, including schedules and
      exhibits, and any amendments, waivers, consents, supplements or other
      modifications to this Agreement or any other Loan Document as may from
      time to time hereafter be required, whether or not the transactions
      contemplated hereby are consummated;

            (b) the filing, recording, refiling or rerecording of each Pledge
      Agreement and each Security Agreement and/or any Uniform Commercial Code
      financing statements relating thereto and all amendments, supplements and
      modifications to any thereof and any and all other documents or
      instruments of further assurance required to be filed or recorded or
      refiled or rerecorded by the terms hereof or of such Pledge Agreement,
      Security Agreement or Uniform Commercial Code financial statements; and

            (c) the preparation and review of the form of any document or
      instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Agents, the Documentation
Agent, the Arranger, the Issuer and the Lenders harmless from all liability for,
any stamp or other similar taxes which may be payable in connection with the
execution or delivery of this Agreement, the Credit Extensions made hereunder or
the issuance of the Notes or Letters of Credit or any other Loan Documents. The
Borrower also agrees to reimburse each Agent, the Documentation Agent, the
Arranger, the Issuer and each Lender upon demand for all reasonable
out-of-pocket expenses (including reasonable attorneys' fees and legal expenses)
incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or
such Lender in connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.


                                     -107-
<PAGE>

      SECTION 11.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby, to the fullest extent permitted under applicable law,
indemnifies, exonerates and holds each Agent, the Documentation Agent, the
Arranger, the Issuer, and each Lender and each of their respective Affiliates,
and each of their respective partners, officers, directors, trustees, employees
and agents, and each other Person controlling any of the foregoing within the
meaning of either Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the
"Indemnified Parties"), free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
actually incurred in connection therewith (irrespective of whether any such
Indemnified Party is a party to the action for which indemnification hereunder
is sought), including reasonable attorneys' fees and disbursements
(collectively, the "Indemnified Liabilities"), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to

            (a) any transaction financed or to be financed in whole or in part,
      directly or indirectly, with the proceeds of any Credit Extension;

            (b) the entering into and performance of this Agreement and any
      other Loan Document by any of the Indemnified Parties (including any
      action brought by or on behalf of the Borrower as the result of any
      determination by any Lender to make any Credit Extension hereunder);

            (c) any investigation, litigation or proceeding related to any
      acquisition or proposed acquisition by the Borrower or any of its
      Subsidiaries of all or any portion of the stock or assets of any Person,
      whether or not such Agent, the Documentation Agent, the Issuer, the
      Arranger or such Lender is party thereto;

            (d) any investigation, litigation or proceeding related to any
      environmental cleanup, audit, compliance or other matter relating to the
      Borrower's or any of its Subsidiaries' compliance with or liability under
      Environmental Law or the Release by the Borrower or any of its
      Subsidiaries of any Hazardous Material; or

            (e) the presence on or under, or the escape, seepage, leakage,
      spillage, discharge, emission or release from, any real property owned or
      operated by the Borrower or any Subsidiary thereof of any Hazardous
      Material present on or under such property in a manner giving rise to
      liability at or prior to the time the Borrower or such Subsidiary owned or
      operated such property (including any losses, liabilities, damages,
      injuries, costs, expenses or claims asserted or arising under any
      Environmental Law), regardless of whether caused by, or within the control
      of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct. The 


                                     -108-
<PAGE>

Borrower and its permitted successors and assigns hereby waive, release and
agree not to make any claim, or bring any cost recovery action against, any
Agent, the Documentation Agent, the Issuer, the Arranger or any Lender under
CERCLA or any state equivalent, or any similar law now existing or hereafter
enacted, except to the extent arising out of the gross negligence or willful
misconduct of any Indemnified Party. It is expressly understood and agreed that
to the extent that any of such Persons is strictly liable under any
Environmental Laws, the Borrower's obligation to such Person under this
indemnity shall likewise be without regard to fault on the part of the Borrower,
to the extent permitted under applicable law, with respect to the violation or
condition which results in liability of such Person. If and to the extent that
the foregoing undertaking may be unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

      SECTION 11.5. Survival. The obligations of the Borrower under Sections
2.6.7(a)(ii), 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, the obligations of each Parent
Guarantor under Section 9.1(b) and the obligations of the Lenders under Sections
4.8 and 10.1, shall in each case survive any assignment or participation
pursuant to Section 11.11, any termination of this Agreement, the payment in
full of all Obligations and the termination of all Commitments. The
representations and warranties made by the Borrower and each other Obligor in
this Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

      SECTION 11.6. Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

      SECTION 11.7. Headings. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

      SECTION 11.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.

      SECTION 11.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE NOTES
AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED THEREIN, EACH OTHER LOAN
DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement, the Notes and the other
Loan Documents 


                                     -109-
<PAGE>

constitute the entire understanding among the parties hereto with respect to the
subject matter hereof and supersede any prior agreements, written or oral, with
respect thereto.

      SECTION 11.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that (a) the Borrower may not assign
or transfer its rights or obligations hereunder without the prior written
consent of each of the Agents and all Lenders, and (b) the rights of sale,
assignment and transfer of the Lenders are subject to Section 11.11.

      SECTION 11.11. Sale and Transfer of Loans and Notes; Participations in
Loans and Notes. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons, on a non pro rata basis (except as
provided below), in accordance with this Section 11.11.

      SECTION 11.11.1. Assignments. Any Lender (the "Assignor Lender"),

            (a) with the written consents of the Borrower, the Agents and (in
      the case of any assignment of participations in Letters of Credit or
      Revolving Loan Commitments) the Issuer (which consents shall not be
      unreasonably delayed or withheld and which consents of the Agents and the
      Issuer shall not be required in the case of assignments made by or to DLJ
      or any of its Affiliates and which consent of the Borrower shall not be
      required if a Default or an Event of Default shall have occurred and be
      continuing), may at any time assign and delegate to one or more commercial
      banks or other financial institutions or funds which are regularly engaged
      in making, purchasing or investing in loans or securities, and

            (b) with notice to the Borrower, the Agents, and (in the case of any
      assignment of participations in Letters of Credit or Revolving Loan
      Commitments) the Issuer, but without the consent of the Borrower, the
      Agents or the Issuer, may assign and delegate to any of its Affiliates or
      Related Funds or to any other Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Lender's total Loans,
participations in Letters of Credit and Letter of Credit Outstandings with
respect thereto and Commitments (which assignment and delegation shall be, as
among Revolving Loan Commitments, Revolving Loans and participations in Letters
of Credit, of a constant, and not a varying, percentage) (the "Assigned Amount")
in a minimum aggregate amount of (i) $1,000,000 in the case of an assignment to
an existing Lender or an Affiliate or Related Fund thereof and $5,000,000 in the
case of an assignment to an Assignee Lender that is not an existing Lender or an
Affiliate or Related Fund thereof or (ii) the then remaining amount of such
Lender's Loans and Commitments; provided, however, that any such Assignee Lender
will comply, if applicable, with the provisions contained in Section 4.6 and the
Borrower, each other Obligor, the Agents and the Issuer shall be entitled to
continue to deal 


                                     -110-
<PAGE>

solely and directly with such Assignor Lender in connection with the interests
so assigned and delegated to an Assignee Lender until

            (c) written notice of such assignment and delegation, together with
      payment instructions, addresses and related information with respect to
      such Assignee Lender, shall have been given to the Borrower and the Agents
      by such Assignor Lender and such Assignee Lender;

            (d) such Assignee Lender shall have executed and delivered to the
      Borrower and the Agents a Lender Assignment Agreement, accepted by the
      Agents;

            (e) the processing fees described below shall have been paid; and

            (f) the Administrative Agent shall have registered such assignment
      and delegation in the Register pursuant to clause (b) of Section 2.7.

From and after the date that the Agents accept such Lender Assignment Agreement
and such assignment and delegation is registered in the Register pursuant to
clause (b) of Section 2.7, (i) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (ii)
the Assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. Subject to the provisions of Section 2.7, within ten Business
Days after its receipt of notice that the Agent has received an executed Lender
Assignment Agreement, the Borrower shall execute and deliver to the
Administrative Agent (for delivery to the relevant Assignee Lender) new Notes
evidencing such Assignee Lender's assigned Loans and Commitments and, if the
Assignor Lender has retained Loans and Commitments hereunder, replacement Notes
in the principal amount of the Loans and Commitments retained by the Assignor
Lender hereunder (such Notes to be in exchange for, but not in payment of, those
Notes then held by such Assignor Lender). Each such Note requested shall be
dated the date of the predecessor Notes, if any. The Assignor Lender shall mark
such predecessor Notes "exchanged" and deliver them to the Borrower. Unless
otherwise specified in the Lender Assignment Agreement, interest and fees in
respect of the Assigned Amount that (A) have accrued prior to the date of such
assignment shall be for the account of the Assignor Lender and (B) accrue on and
subsequent to the date of such assignment shall be for the account of the
Assignee Lender. Accrued interest and fees shall be paid at the same time or
times provided in this Agreement. Such Assignor Lender or such Assignee Lender
(unless the Assignor Lender or the Assignee Lender is DLJ or any of its
Affiliates) must also pay a processing fee to the Administrative Agent upon
delivery of any Lender Assignment Agreement in the amount of $3,500, unless such
assignment and delegation is by a Lender to its Affiliate or 


                                     -111-
<PAGE>

Related Fund or if such assignment and delegation consists of a pledge by a
Lender to a Federal Reserve Bank (or in the case of a Lender that is an
investment fund, to the trustee under the indenture to which such fund is a
party), as provided below or is otherwise consented to by the Administrative
Agent. Any attempted assignment and delegation not made in accordance with this
Section 11.11.1 shall be null and void. Nothing contained in this Section
11.11.1 shall prevent or prohibit any Lender from pledging its rights (but not
its obligations to make Loans or participate in Letters of Credit or Letter of
Credit Outstandings) under this Agreement and/or its Loans and/or its Notes
hereunder (i) to a Federal Reserve Bank in support of borrowings made by such
Lender from such Federal Reserve Bank, or (ii) in the case of a Lender that is
an investment fund, to the trustee under the indenture to which such fund is a
party in support of its obligations to such trustee, in either case without
notice to or consent of the Borrower or the Agents; provided, however, that (A)
such Lender shall remain a "Lender" under this Agreement and shall continue to
be bound by the terms and conditions set forth in this Agreement and the other
Loan Documents, and (B) any assignment by such trustee shall be subject to the
provisions of clause (a) of this Section 11.11.1. In the event that S&P, Moody's
or Thompson's BankWatch (or InsuranceWatch Ratings Service, in the case of
Lenders that are insurance companies (or Best's Insurance Reports, if such
insurance company is not rated by Insurance Watch Ratings Service)) shall, after
the date that any Lender with a Commitment to make Revolving Loans or
participate in Letters of Credit becomes a Lender, downgrade the long-term
certificate of deposit rating or long-term senior unsecured debt rating of such
Lender, and the resulting rating shall be below BBB-, Baa3 or C (or BB, in the
case of Lender that is an insurance company (or B, in the case of an insurance
company not rated by InsuranceWatch Ratings Service)) respectively, then the
Issuer or the Borrower (with the consent of the Agents and the Issuer) shall
have the right, but not the obligation, upon notice to such Lender and the
Agents, to replace such Lender with an Assignee Lender in accordance with and
subject to the restrictions contained in this Section, and such Lender hereby
agrees to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in this Section) all its interests, rights and
obligations in respect of its Revolving Loan Commitment under this Agreement to
such Assignee Lender; provided, however, that (i) no such assignment shall
conflict with any law, rule and regulation or order of any governmental
authority and (ii) such Assignee Lender shall pay to such Lender in immediately
available funds on the date of such assignment the principal of and interest and
fees (if any) accrued to the date of payment on the Loans made, and Letters of
Credit participated in, by such Lender hereunder and (iii) the Borrower shall
have paid such Lender all other amounts accrued for such Lender's account or
owed to it hereunder or under any other Loan Document.

      SECTION 11.11.2. Participations. Any Lender may at any time sell to one or
more commercial banks or other financial institution (each such commercial bank
and other financial institution being herein called a "Participant")
participating interests in any of the Loans, Commitments, participations in
Letters of Credit and Letters of Credit Outstandings or other interests of such
Lender hereunder; provided, however, that

            (a) no participation contemplated in this Section shall relieve such
      Lender from 


                                     -112-
<PAGE>

      its Commitments or its other obligations hereunder or under any other Loan
      Document;

            (b) such Lender shall remain solely responsible for the performance
      of its Commitments and such other obligations;

            (c) the Borrower and each other Obligor, the Agents and the Issuer
      shall continue to deal solely and directly with such Lender in connection
      with such Lender's rights and obligations under this Agreement and each of
      the other Loan Documents;

            (d) no Participant, unless such Participant is an Affiliate or
      Related Fund of such Lender, or is itself a Lender, shall be entitled to
      require such Lender to take or refrain from taking any action hereunder or
      under any other Loan Document, except that such Lender may agree with any
      Participant that such Lender will not, without such Participant's consent,
      agree to (i) any reduction in the interest rate or amount of fees that
      such Participant is otherwise entitled to, (ii) a decrease in the
      principal amount, or an extension of the final Stated Maturity Date, of
      any Loan in which such Participant has purchased a participating interest
      or (iii) a release of all or substantially all of the collateral security
      under the Loan Documents or any Guarantor under any Guaranty, in each case
      except as otherwise specifically provided in a Loan Document; and

            (e) the Borrower shall not be required to pay any amount under
      Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4 that is greater than the amount
      which it would have been required to pay had no participating interest
      been sold.

The Borrower acknowledges and agrees, subject to clause (e) above, that, to the
fullest extent permitted under applicable law, each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 11.3 and 11.4, shall be considered a
Lender.

      SECTION 11.12. Other Transactions. Nothing contained herein shall preclude
any Agent, the Documentation Agent, the Issuer, the Arranger or any other Lender
from engaging in any transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Borrower or any of its Affiliates
in which the Borrower or such Affiliate is not restricted hereby from engaging
with any other Person.

      SECTION 11.13. Independence of Covenants. All covenants contained in this
Agreement and each other Loan Document shall be given independent effect such
that, in the event a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

      SECTION 11.14. Confidentiality. The Agents, the Documentation Agent, the
Issuer, the 


                                     -113-
<PAGE>

Arranger and the Lenders shall hold all non-public information obtained pursuant
to or in connection with this Agreement or obtained by them based on a review of
the books and records of Holdings or any of its Subsidiaries in accordance with
their customary procedures for handling confidential information of this nature,
but may make disclosure to any of their examiners, regulators (including the
National Association of Insurance Commissioners), Affiliates, outside auditors,
counsel and other professional advisors in connection with this Agreement or as
reasonably required by any potential bona fide transferee, participant or
assignee, or in connection with the exercise of remedies under a Loan Document,
or as requested by any governmental agency or representative thereof or pursuant
to legal process; provided, however, that

            (a) unless specifically prohibited by applicable law or court order,
      each Agent, the Documentation Agent, the Issuer, the Arranger and each
      Lender shall promptly notify the Borrower of any request by any
      governmental agency or representative thereof (other than any such request
      in connection with an examination of the financial condition of such
      Agent, the Documentation Agent, the Issuer, Arranger and Lender by such
      governmental agency) for disclosure of any such non-public information
      and, where practicable, prior to disclosure of such information;

            (b) prior to any such disclosure pursuant to this Section 11.14,
      each Agent, the Documentation Agent, the Issuer, the Arranger and each
      Lender shall require any such bona fide transferee, participant and
      assignee receiving a disclosure of non-public information to agree, for
      the benefit of Holdings and its Subsidiaries, in writing

                  (i) to be bound by this Section 11.14; and

                  (ii) to require such Person to require any other Person to
            whom such Person discloses such non-public information to be
            similarly bound by this Section 11.14;

            (c) disclosure may, with the consent of the Agents and the Borrower,
      be made by any Lender to any direct or indirect contractual counterparties
      of such Lender in swap agreements or such contractual counterparties'
      professional advisors; provided that such contractual counterparty or
      professional advisor agrees in writing to keep such information
      confidential to the same extent required of the Lenders hereunder; and

            (d) except as may be required by an order of a court of competent
      jurisdiction and to the extent set forth therein, no Lender shall be
      obligated or required to return any materials furnished by the Borrower or
      any Subsidiary.

      SECTION 11.15. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, 


                                     -114-
<PAGE>

THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE
DOCUMENTATION AGENT, THE ARRANGER, THE LENDERS, THE ISSUER, THE BORROWER OR ANY
PARENT GUARANTOR RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
(TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW
YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, IN EACH CASE LOCATED IN NEW YORK COUNTY OF THE STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE AGENTS' OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER
AND EACH PARENT GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN
NEW YORK COUNTY OF THE STATE OF NEW YORK, FOR THE PURPOSE OF ANY SUCH LITIGATION
AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER AND EACH PARENT
GUARANTOR IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.
THE BORROWER AND EACH PARENT GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER OR ANY PARENT
GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER AND EACH PARENT GUARANTOR HEREBY
IRREVOCABLY WAIVE (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      SECTION 11.16. Waiver of Jury Trial. THE AGENTS, THE DOCUMENTATION AGENT,
THE ARRANGER, THE ISSUER, THE LENDERS, THE BORROWER AND THE PARENT GUARANTORS
HEREBY KNOWINGLY, VOLUNTARILY AND 


                                     -115-
<PAGE>

INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE
DOCUMENTATION AGENT, THE ARRANGER, THE LENDERS, THE BORROWER OR THE PARENT
GUARANTORS RELATING THERETO. THE BORROWER AND THE PARENT GUARANTORS ACKNOWLEDGE
AND AGREE THAT EACH SUCH PERSON HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH SUCH PERSON IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE AGENTS, THE DOCUMENTATION AGENT, THE ARRANGER, THE ISSUER AND THE
LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.


                                     -116-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                    BORROWER:

                                    DUANE READE
                                    By    Duane Reade Inc., a general partner

                                    By
                                    Title:

                                    By    DRI I Inc., a general partner

                                    By
                                    Title:


                                    PARENT GUARANTORS:

                                    DUANE READE INC.

                                    By
                                    Title:


                                    DRI I INC.

                                    By
                                    Title:

<PAGE>

                                    AGENTS AND LENDERS:

                                    DLJ CAPITAL FUNDING, INC., as the
                                       Syndication Agent and as a Lender

                                    By
                                    Title:


                                    FLEET NATIONAL BANK, as the Administrative
                                       Agent and as a Lender

                                    By
                                    Title:


                                    CREDIT LYONNAIS NEW YORK BRANCH, as
                                       the Documentation Agent and as a Lender

                                    By
                                    Title:


                                    LENDERS:

                                    SUMMIT BANK

                                    By
                                    Title:


                                    BHF-BANK AKTIENGESELLSCHAFT

                                    By
                                    Title:

                                    By
                                    Title:

<PAGE>

                                    HELLER FINANCIAL, INC.

                                    By
                                    Title:


                                    ORIX USA CORPORATION

                                    By
                                    Title:


                                    OSPREY INVESTMENTS PORTFOLIO
                                    By    Citibank, N.A., as Manager

                                    By
                                    Title:


                                    MORGAN STANLEY DEAN WITTER PRIME
                                       INCOME TRUST

                                    By
                                    Title:


                                    VAN KAMPEN CLO I, LIMITED
                                    By   Van Kampen American Capital Management,
                                         Inc., as Collateral  Manager

                                    By
                                    Title:

                                    Merrill Lynch Global Investment Series: 
                                       INCOME STRATEGIES PORTFOLIO
                                    By    Merrill Lynch Asset Management, L.P.,
                                          as Investment Advisor

<PAGE>

                                    By
                                    Title:

                                    MERRILL LYNCH DEBT STRATEGIES
                                       PORTFOLIO
                                    By    Merrill Lynch Asset Management, L.P., 
                                          as Investment Advisor

                                    By
                                    Title:


                                    MERRILL LYNCH PRIME RATE PORTFOLIO
                                    By    Merrill Lynch Asset Management, L.P. 
                                          as Investment Advisor

                                    By
                                    Title:


                                    DEBT STRATEGIES FUND, INC.

                                    By
                                    Title:


                                    MERRILL LYNCH SENIOR FLOATING RATE
                                       FUND, INC.

                                    By
                                    Title:


                                    SENIOR HIGH INCOME PORTFOLIO

                                    By
                                    Title:


                                    DEEPROCK & CO.
                                       By: Eaton Vance Management, as Investment
                                           Advisor

<PAGE>

                                    By
                                    Title:


                                    SENIOR DEBT PORTFOLIO
                                       By: Boston Management and Research, as
                                           Investment Advisor

                                    By
                                    Title:


                                    OXFORD STRATEGIC INCOME FUND
                                       By:Eaton Vance Management, as Investment
                                       Advisor

                                    By
                                    Title:


                                    PAM CAPITAL FUNDING LP
                                       By: Highland Capital Management, L.P., as
                                       Collateral Manager

                                    By
                                    Title:


                                    NORSE CBO, LTD.
                                    By: Peterson Capital Management, LLC, as its
                                        Investment Advisor
                                    By: Peterson Capital Advisors, LLC, its 
                                        Manager and pursuant to delegated 
                                        authority

                                    By
                                    Title:

<PAGE>

                                    CAPTIVA III FINANCE LTD., as advised by
                                       Pacific Investment Management Company

                                    By
                                    Title:


                                    BALANCED HIGH-YIELD FUND II LTD.,
                                       By: BHF-Bank Aktiengesellschaft, acting
                                       through its New York Branch, as
                                       attorney-in-fact, as Assignee

                                    By
                                    Title:


                                    GCB INVESTMENT PORTFOLIO,
                                       By: Citibank, N.A.

                                    By
                                    Title:

<PAGE>

                                    KZH PAMCO LLC

                                    By
                                    Title:
<PAGE>

                                                                      SCHEDULE I

                               DISCLOSURE SCHEDULE

ITEM 6.6 Material Adverse Change

ITEM 6.7 Litigation.

            Description of Proceeding               Action or Claim Sought
            -------------------------               ----------------------

ITEM 6.9 Real Property.

ITEM 6.11 Employee Benefit Plans.

ITEM 6.12 Environmental Matters.

ITEM 6.16(c) Pharmaceutical Liabilities.

ITEM 7.2.2(c) Ongoing Indebtedness.

ITEM 7.2.5(a) Ongoing Investments.

<PAGE>

                                                                  SCHEDULE II to
                                                                Credit Agreement

                                   PERCENTAGES

<TABLE>
<CAPTION>
                                 Revolving Loan       Term A Loans        Term B Loans         August 1998        September 1998    
                                   Commitment                                                 Term C Loans        Term C Loans      
                                   ----------         ------------        ------------        ------------        ------------      
<S>                              <C>                  <C>                <C>                  <C>                  <C>              
DLJ Capital Funding, Inc.        29.6875000000%       6.2500000000%            0%                  0%                   0%          
Fleet National Bank              18.7500000000%       25.000000000%            0%                  0%                   0%          
Credit Lyonnais New              14.0625000000%       18.750000000%            0%                  0%                   0%          
  York Branch
Summit Bank                      14.0625000000%       18.750000000%            0%                  0%                   0%          
BHF-Bank                         11.7187500000%       15.625000000%            0%                  0%                   0%          
 Aktiengesellschaft
Heller Financial, Inc.           11.7187500000%       15.625000000%            0%             6.2500000000%       6.2500000000%     

Orix USA Corporation                   0%                  0%             8.1250000000%       1.0156249246%       1.0156250108%     
Osprey Investments Portfolio           0%                  0%             5.0000000000%       0.6250000000%       0.6250000000%     
Morgan Stanley Dean Witter             0%                  0%            12.5000000000%       5.9249686432%       5.9249686576%     
Prime Income Trust
Merrill Lynch Global Investment        0%                  0%             9.3750000000%            0%                   0%          
Series: Income Strategies
Portfolio
Merrill Lynch Debt Strategies          0%                  0%             6.2500000000%            0%                   0%          
Portfolio
Merrill Lynch Prime Rate               0%                  0%             6.2500000000%            0%                   0%          
Portfolio
Debt Strategies Fund Inc.              0%                  0%             3.1250000000%            0%                   0%          
Senior Debt Portfolio                  0%                  0%            14.3750000000%            0%                   0%          
Deeprock & Co.                         0%                  0%             1.2500000000%            0%                   0%          

Merrill Lynch Senior Floating          0%                  0%             6.2500000000%            0%                   0%          
Rate Fund Inc.

<CAPTION>                        
                                  Additional Term C
                                   Loan Commitment 
                                   --------------- 
<S>                                     <C>        
DLJ Capital Funding, Inc.               100%       
Fleet National Bank                      0%        
Credit Lyonnais New                      0%        
  York Branch                                      
Summit Bank                              0%        
BHF-Bank                                 0%        
 Aktiengesellschaft                                
Heller Financial, Inc.                   0%        
                                                   
Orix USA Corporation                      0%       
Osprey Investments Portfolio              0%       
Morgan Stanley Dean Witter                0%       
Prime Income Trust                                 
Merrill Lynch Global Investment           0%       
Series: Income Strategies                          
Portfolio                                          
Merrill Lynch Debt Strategies             0%       
Portfolio                                          
Merrill Lynch Prime Rate                  0%       
Portfolio                                          
Debt Strategies Fund Inc.                 0%       
Senior Debt Portfolio                     0%       
Deeprock & Co.                            0%       

Merrill Lynch Senior Floating             0%       
Rate Fund Inc.                   
</TABLE>


                                     -126-
<PAGE>

<TABLE>
<S>                                    <C>                 <C>           <C>                 <C>                  <C>             
Senior High Income Portfolio           0%                  0%             3.1250000000%            0%                   0%        
Van Kampen CLO I Limited               0%                  0%            18.7500000000%       2.3437499497%        2.3437500072%  
GCB Investment Portfolio               0%                  0%                  0%             9.3750000000%        9.3750000000%  
Norse CBO Ltd.                         0%                  0%                  0%            10.5000000000%       10.5000000000%  
Captiva III Finance Ltd.               0%                  0%                  0%             6.2500000000%        6.2500000000%  
Chase Manhattan Bank                   0%                  0%                  0%             6.2500000000%        6.2500000000%  
Balanced High-Yield Fund II Ltd.       0%                  0%                  0%            12.5000000000%       12.5000000000%  
Athena CDO                             0%                  0%                  0%             5.0125313569%        5.0125313280%  
KZH Pamco LLC                          0%                  0%                  0%            14.5000000000%       14.5000000000%  
Van Kampen Senior Floating             0%                  0%                  0%            18.7500000000%       18.7500000000%  
Rate Fund
PAM Capital Funding LP                 0%                  0%                  0%             0.7031251256%       0.7031249964%   

<CAPTION>
<S>                                        <C>
Senior High Income Portfolio               0% 
Van Kampen CLO I Limited                   0% 
GCB Investment Portfolio                   0% 
Norse CBO Ltd.                             0% 
Captiva III Finance Ltd.                   0% 
Chase Manhattan Bank                       0% 
Balanced High-Yield Fund II Ltd.           0% 
Athena CDO                                 0% 
KZH Pamco LLC                              0% 
Van Kampen Senior Floating                 0% 
Rate Fund                                     
PAM Capital Funding LP                     0% 
</TABLE>


                                     -127-
<PAGE>

                           ADMINISTRATIVE INFORMATION

                               Notice Information

Borrower:

            Duane Reade
            440 Ninth Avenue
            New York, New York 10001
            Telecopier: 212-273-5795

            Attention:  Bill Tennant

Parent Guarantors:

            Duane Reade Inc.
            440 Ninth Avenue
            New York, New York 10001
            Telecopier: 212-273-5795

            Attention:  Bill Tennant

            DRI I Inc.
            440 Ninth Avenue
            New York, New York 10001
            Telecopier: 212-273-5795

            Attention:  Bill Tennant


                                     -128-
<PAGE>

Agents:

            DLJ Capital Funding, Inc.,
              as Syndication Agent
            277 Park Avenue
            New York, New York  10172
            Telecopier: 212-892-7272

            Attention: Tania Holman

            Fleet National Bank,
              as Administrative Agent
            1 Federal Street
            Boston, Massachusetts  02211
            Telecopier:  617-346-4806

            Attention:  Eric Vander Mel

            Credit Lyonnais New York Branch,
              as Documentation Agent
            1301 Avenue of the Americas
            New York, New York 10019
            Telecopier: 212-459-3176

            Attention:  John J. D'Angelo


                                     -129-
<PAGE>

Lenders:

<TABLE>
<CAPTION>
Name of Lender                 Domestic Office                      LIBOR Office
--------------                 ---------------                      ------------
<S>                            <C>                                  <C>                 
DLJ Capital Funding, Inc.      525 Washington Blvd.                 525 Washington Blvd.
                               Jersey City, NJ 07310                Jersey City, NJ 07310
                               Telecopier:  201-610-1965            Telecopier:  201-610-1965

                               Attention: Ed Vowinkel               Attention: Ed Vowinkel
Fleet National Bank            1 Federal Street                     1 Federal Street
                               Boston, MA  02211                    Boston, MA  02211
                               Telecopier:  617-346-4806            Telecopier:  617-346-4806

                               Attention:  Eric Vander Mel          Attention:  Eric Vander Mel
Credit Lyonnais New York       1301 Avenue of the Americas          1301 Avenue of the Americas
  Branch                       New York, NY 10019                   New York, NY 10019
                               Telecopier: 212-261-3776             Telecopier: 212-261-3776

                               Attention: Allison L. Adams          Attention: Allison L. Adams
Summit Bank                    750 Walnut Ave., 3rd Floor           750 Walnut Ave., 3rd Floor
                               Cranford, NJ 07016                   Cranford, NJ 07016
                               Telecopier: 908-709-6433             Telecopier: 908-709-6433

                               Attention: Christopher P.            Attention: Christopher P.
                               Kleczkowski                          Kleczkowski
BHF-Bank                       NY Branch                            Grand Cayman Branch
Aktiengesellschaft             590 Madison Ave.                     c/o 590 Madison Ave.
                               New York, NY 10022                   New York, NY 10022
                               Telecopier: 212-756-5536             Telecopier: 212-756-5536

                               Attention: Tom Scifo                 Attention: Tom Scifo
Heller Financial, Inc.         500 W. Monroe St.                    500 W. Monroe St.
                               Chicago, IL 60661                    Chicago, IL 60661
                               Telecopier: 312-441-7357             Telecopier: 312-441-7357

                               Attention: Linda Wolf                Attention: Linda Wolf
Van Kampen CLO I Limited       One Parkview Plaza                   One Parkview Plaza
                               Oakbrook Terrace, IL                 Oakbrook Terrace, IL
                               Telecopier: 630-684-6384             Telecopier: 630-684-6384

                               Attention: Jeffrey Maillet           Attention: Jeffrey Maillet
</TABLE>


                                     -130-
<PAGE>

<TABLE>
<S>                            <C>                                  <C>                 
Senior High Income             c/o Merrill Lynch Asset              c/o Merrill Lynch Asset
Portfolio                      Management                           Management
                               800 Scudders Mill Road -             800 Scudders Mill Road -
                               Area 1B                              Area 1B
                               Plainsboro, NJ  08536                Plainsboro, NJ 08536
                               Telecopier: 609-282-2769             Telecopier: 609-282-2769

                               Attention: Colleen Cunniffe          Attention: Colleen Cunniffe
Merrill Lynch Global           c/o Merrill Lynch Asset              c/o Merrill Lynch Asset
Investment Series: Income      Management                           Management
Strategies Portfolio           800 Scudders Mill Road -             800 Scudders Mill Road -
                               Area 1B                              Area 1B
                               Plainsboro, NJ 08536                 Plainsboro, NJ 08536
                               Telecopier: 609-282-2769             Telecopier: 609-282-2769

                               Attention: Colleen Cunniffe          Attention: Colleen Cunniffe
Merrill Lynch Debt             c/o Merrill Lynch Asset              c/o Merrill Lynch Asset
Strategies Portfolio           Management                           Management
                               800 Scudders Mill Road -             800 Scudders Mill Road -
                               Area 1B                              Area 1B
                               Plainsboro, NJ 08536                 Plainsboro, NJ 08536
                               Telecopier: 609-282-2769             Telecopier: 609-282-2769

                               Attention: Colleen Cunniffe          Attention: Colleen Cunniffe
Merrill Lynch Prime Rate       c/o Merrill Lynch Asset              c/o Merrill Lynch Asset
Portfolio                      Management                           Management
                               800 Scudders Mill Road -             800 Scudders Mill Road -
                               Area 1B                              Area 1B
                               Plainsboro, NJ 08536                 Plainsboro, NJ 08536
                               Telecopier: 609-282-2769             Telecopier: 609-282-2769

                               Attention: Colleen Cunniffe          Attention: Colleen Cunniffe
Debt Strategies Fund           c/o Merrill Lynch Asset              c/o Merrill Lynch Asset
                               Management                           Management
                               800 Scudders Mill Road -             800 Scudders Mill Road -
                               Area 1B                              Area 1B
                               Plainsboro, NJ 08536                 Plainsboro, NJ 08536
                               Telecopier: 609-282-2769             Telecopier: 609-282-2769

                               Attention: Colleen Cunniffe          Attention: Colleen Cunniffe
</TABLE>


                                     -131-
<PAGE>

<TABLE>
<S>                            <C>                                  <C>                 
ML Senior Floating Rate        c/o Merrill Lynch Asset              c/o Merrill Lynch Asset
Fund                           Management                           Management
                               800 Scudders Mill Road -             800 Scudders Mill Road -
                               Area 1B                              Area 1B
                               Plainsboro, NJ 08536                 Plainsboro, NJ 08536
                               Telecopier: 609-282-2769             Telecopier: 609-282-2769

                               Attention: Colleen Cunniffe          Attention: Colleen Cunniffe
Morgan Stanley Dean            c/o Dean Witter Intercapital         c/o Dean Witter Intercapital
Witter Prime Income Trust      2 World Trade Center -               2 World Trade Center -
                               72nd Floor                           72nd Floor
                               New York, NY 10048                   New York, NY 10048
                               Telecopier: 212-392-5345             Telecopier: 212-392-5345

                               Attention: Kevin Egan                Attention: Kevin Egan
Deeprock & Company             c/o Eaton Vance Management           c/o Eaton Vance Management
                               24 Federal Street - 6th Floor        24 Federal Street - 6th Floor
                               Boston, MA 02110                     Boston, MA 02110
                               Telecopier: 617-654-9594             Telecopier: 617-654-9594

                               Attention: Scott Page                Attention: Scott Page
Senior Debt Portfolio          c/o Eaton Vance Management           c/o Eaton Vance Management
                               24 Federal Street - 6th Floor        24 Federal Street - 6th Floor
                               Boston, MA 02110                     Boston, MA 02110
                               Telecopier: 617-654-9594             Telecopier: 617-654-9594

                               Attention: Scott Page                Attention: Scott Page
Osprey Investments             c/o Citibank N.A.                    c/o Citibank N.A.
Portfolio                      599 Lexington Ave. -                 599 Lexington Ave. -
                               26th Floor                           26th Floor
                               New York, NY 10043                   New York, NY 10043
                               Telecopier: 212-793-1871             Telecopier: 212-793-1871

                               Attention: Hans Christenson          Attention: Hans Christenson
Orix USA Corporation           1177 Avenue of the Americas,         1177 Avenue of the Americas,
                               10th Floor                           10th Floor
                               New York, NY 10036                   New York, NY 10036
                               Telcopier: 212-739-1705              Telcopier: 212-739-1705

                               Attention: Paula Penkal              Attention: Paula Penkal
</TABLE>

<PAGE>

<TABLE>
<S>                            <C>                                  <C>                 
PAM Capital Funding LP         c/o Highland Capital Management      c/o Highland Capital
                               L.P.                                 Management L.P.
                               1150 Two Galleria Tower              1150 Two Galleria Tower
                               13455 Noel Road                      13455 Noel Road
                               Telcopier: 972-233-6143              Telcopier: 972-233-6143

                               Attention: Davis Deadman             Attention: Davis Deadman
Balanced High-Yeild Fund       c/o BHF-Bank Aktiengesellschaft,     c/o BHF-Bank
II LTD.,                       NY Branch                            Aktiengesellschaft,
                               590 Madison Avenue                   NY Branch
                               New York, NY 10022                   590 Madison Avenue
                               Telecopier: 212-756-5536             New York, NY 10022
                                                                    Telecopier: 212-756-5536
                               Attention: Tom Scifo
                                                                    Attention: Tom Scifo
GCB Investment Portfolio       c/o Citibank N. A.                   c/o Citibank N. A.
                               599 Lexington Avenue                 599 Lexington Avenue
                               26th Floor                           26th Floor
                               New York, NY 10043                   New York, NY 10043
                               Telecopier: 212-793-1871             Telecopier: 212-793-1871

                               Attention: Hans Christenson          Attention: Hans Christenson
Van Kampen Senior              One Parkview Plaza                   One Parkview Plaza
Floating Rate Fund             Oakbrook Terrace, Il                 Oakbrook Terrace, Il
                               60181                                60181
                               Telecopier: 630-684-6384             Telecopier: 630-684-6384

                               Attention: Jeffrey Maillet           Attention: Jeffrey Maillet

Oxford Strategic Income        c/o Eaton Vance Management           c/o Eaton Vance Management
Fund                           24 Federal Street. 6th Floor         24 Federal Street. 6th Floor
                               Boston, MA 02110                     Boston, MA 02110
                               Telecopier: 617-654-9594             Telecopier: 617-654-9594

                               Attention: Scott Page                Attention: Scott Page

KZH Pamco                      450 West 33rd Street,                450 West 33rd Street,
                               15th Floor                           15th Floor
                               New York, NY 10001                   New York, NY 10001
                               Telecopier: 212-946-7776             Telecopier: 212-946-7776

                               Attention: Virginia Conway           Attention: Virginia Conway
</TABLE>

<PAGE>

<TABLE>
<S>                            <C>                                  <C>                 
Norse CBO, Ltd.                c/o Peterson Capital Management      c/o Peterson Capital
                               600 Atlantic Avenue                  Management
                               Boston, MA 02210-2203                600 Atlantic Avenue
                               Telecopier: 617-367-4826             Boston, MA 02210-2203
                                                                    Telecopier: 617-367-4826
                               Attention: Chris Kaster
                                                                    Attention: Chris Kaster

Captiva III Finance Ltd.       c/o Pacific Investment               c/o Pacific Investment
                               Management Company                   Management Company
                               840 Newport Center Drive             840 Newport Center Drive
                               Newport Beach, CA 92660              Newport Beach, CA 92660
                               Telecopier: 949-718-2623             Telecopier: 949-718-2623

                               Attention: Melissa Fejdasz           Attention: Melissa Fejdasz

Chase Manhattan Bank           270 Park Avenue                      270 Park Avenue
                               22nd Floor                           22nd Floor
                               New York, NY 10017                   New York, NY 10017
                               Telecopier: 212-270-3841             Telecopier: 212-270-3841

                               Attention: Anna Marie Beissel        Attention: Anna Marie Beissel
</TABLE>


                                     -135-
<PAGE>

                                TABLE OF CONTENTS

Section                                                                   Page
-------                                                                   ----

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.1.    Defined Terms........................................................4
1.2.    Use of Defined Terms................................................36
1.3.    Cross-References....................................................36
1.4.    Accounting and Financial Determinations.............................37

                                   ARTICLE II

                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

2.1.    Commitments.........................................................37
2.1.1.  Additional Term C Loan Commitments..................................38
2.1.2.  Revolving Loan Commitment and Swing Line Loan Commitment............38
2.1.3.  Letter of Credit Commitment.........................................38
2.1.4.  Lenders Not Permitted or Required to Make the Loans.................39
2.1.5.  Issuer Not Permitted or Required to Issue Letters of Credit.........39
2.2.    Reduction of the Commitment Amounts.................................39
2.2.1.  Optional............................................................39
2.2.2.  Mandatory...........................................................40
2.3.    Borrowing Procedures and Funding Maintenance........................40
2.3.1.  Additional Term C Loans and Revolving Loans.........................40
2.3.2.  Swing Line Loans....................................................41
2.3.3.  Existing Term A Loans, Existing Term B Loans, August 1998 
         Term C Loans and September 1998 Term C Loans.......................42
2.4.    Continuation and Conversion Elections...............................43
2.5.    Funding.............................................................43
2.6.    Issuance Procedures.................................................43
2.6.1.  Other Lenders' Participation........................................44
2.6.2.  Disbursements; Conversion to Revolving Loans........................44
2.6.3.  Reimbursement.......................................................45
2.6.4.  Deemed Disbursements................................................45
2.6.5.  Nature of Reimbursement Obligations.................................46
2.6.6.  Indemnity...........................................................46
2.6.7.  Borrower's Guaranty of Reimbursement Obligations under 
         Letters of Credit Issued for the Account of its Subsidiaries.......47
2.6.8.  Continued Letters of Credit.........................................50
2.7.    Register; Notes.....................................................50

                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1.    Repayments and Prepayments; Application.............................52

<PAGE>

3.1.1.  Repayments and Prepayments..........................................52
3.1.2.  Application.........................................................57
3.2.    Interest Provisions.................................................58
3.2.1.  Rates   ............................................................58
3.2.2.  Post-Maturity Rates.................................................58
3.2.3.  Payment Dates.......................................................58
3.3.    Fees................................................................59
3.3.1.  Commitment Fee......................................................59
3.3.2.  Syndication Agent's, Administrative Agent's and Arranger's Fees.....59
3.3.3.  Letter of Credit Fee................................................59

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

4.1.    LIBO Rate Lending Unlawful..........................................60
4.2.    Deposits Unavailable................................................60
4.3.    Increased LIBO Rate Loan Costs, etc.................................60
4.4.    Funding Losses......................................................61
4.5.    Increased Capital Costs.............................................61
4.6.    Taxes...............................................................62
4.7.    Payments, Computations, etc.........................................63
4.8.    Sharing of Payments.................................................63
4.9.    Setoff..............................................................64
4.10.   Replacement of Lenders..............................................64

                                    ARTICLE V

                         CONDITIONS TO CREDIT EXTENSIONS

5.1.    [INTENTIONALLY OMITTED].............................................65
5.2.    All Credit Extensions...............................................65
5.2.1.  Compliance with Warranties, No Default, etc.........................65
5.2.2.  Credit Extension Request............................................66

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

6.1.    Organization, etc...................................................66
6.2.    Due Authorization, Non-Contravention, etc...........................66
6.3.    Government Approval, Regulation, etc................................67
6.4.    Validity, etc.......................................................67
6.5.    Financial Information...............................................67
6.6.    No Material Adverse Change..........................................67
6.7.    Litigation, Labor Controversies, etc................................67
6.8.    Subsidiaries........................................................67
6.9.    Ownership of Properties.............................................68
6.10.   Taxes...............................................................68
6.11.   Pension and Welfare Plans...........................................68
6.12.   Environmental Warranties............................................68

<PAGE>

6.13.   Regulations U and X.................................................70
6.14.   Accuracy of Information.............................................70
6.15.   Solvency............................................................70
6.16.   Pharmaceutical Laws.................................................71
6.17.   Seniority of the Obligations and Senior Debt under the 
         Senior Subordinated Indenture......................................71
6.18.   Year 2000...........................................................72

                                   ARTICLE VII

                                    COVENANTS

7.1.    Affirmative Covenants...............................................72
7.1.1.  Financial Information, Reports, Notices, etc........................72
7.1.2.  Compliance with Laws, etc...........................................75
7.1.3.  Maintenance of Properties...........................................75
7.1.4.  Insurance...........................................................75
7.1.5.  Books and Records...................................................76
7.1.6.  Environmental Covenant..............................................76
7.1.7.  Future Subsidiaries.................................................77
7.1.8.  Future Leased Property and Future Acquisitions of Real 
         Property; Future Acquisition of Other Property.....................78
7.1.9.  Use of Proceeds, etc................................................79
7.1.10. [INTENTIONALLY OMITTED].............................................79
7.1.11. [INTENTIONALLY OMITTED].............................................79
7.1.12. Maintenance of Corporate Separateness...............................79
7.1.13. Borrower Indebtedness...............................................80
7.1.14. Existing Mortgage...................................................80
7.2.    Negative Covenants..................................................80
7.2.1.  Business Activities.................................................80
7.2.2.  Indebtedness........................................................81
7.2.3.  Liens   ............................................................82
7.2.4.  Financial Covenants.................................................83
7.2.5.  Investments.........................................................85
7.2.6.  Restricted Payments, etc............................................86
7.2.7.  Capital Expenditures, etc...........................................88
7.2.8.  Consolidation, Merger, etc..........................................88
7.2.9.  Asset Dispositions, etc.............................................89
7.2.10. Modification of Certain Agreements..................................90
7.2.11. Transactions with Affiliates........................................90
7.2.12. Negative Pledges, Restrictive Agreements, etc.......................90
7.2.13. Stock of Subsidiaries...............................................91
7.2.14. Sale and Leaseback..................................................91

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

8.1.    Listing of Events of Default........................................91
<PAGE>

8.1.1.  Non-Payment of Obligations..........................................92
8.1.2.  Breach of Warranty..................................................92
8.1.3.  Non-Performance of Certain Covenants and Obligations................92
8.1.4.  Non-Performance of Other Covenants and Obligations..................92
8.1.5.  Default on Other Indebtedness.......................................92
8.1.6.  Judgments...........................................................92
8.1.7.  Pension Plans.......................................................93
8.1.8.  Change in Control...................................................93
8.1.9.  Bankruptcy, Insolvency, etc.........................................93
8.1.10. Impairment of Security, etc.........................................94
8.2.    Action if Bankruptcy, etc...........................................94
8.3.    Action if Other Event of Default....................................94

                                   ARTICLE IX

                                    GUARANTY

9.1.    Guaranty............................................................95
9.2.    Acceleration of Parent Guaranty.....................................95
9.3.    Guaranty Absolute, etc..............................................95
9.4.    Reinstatement, etc..................................................96
9.5.    Waiver, etc.........................................................97
9.6.    Postponement of Subrogation, etc....................................97
9.7.    Successors, Transferees and Assigns; Transfers of Notes, etc........98

                                    ARTICLE X

                                   THE AGENTS

10.1.   Actions.............................................................98
10.2.   Funding Reliance, etc...............................................99
10.3.   Exculpation.........................................................99
10.4.   Successor...........................................................99
10.5.   Credit Extensions by each Agent....................................100
10.6.   Credit Decisions...................................................100
10.7.   Copies, etc........................................................100
10.8.   The Swing Line Lender, the Issuer, the Documentation Agent, 
         the Syndication Agent and the Administrative Agent................101

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

11.1.   Waivers, Amendments, etc...........................................101
11.2.   Notices............................................................102
11.3.   Payment of Costs and Expenses......................................103
11.4.   Indemnification....................................................103
11.5.   Survival...........................................................105
11.6.   Severability.......................................................105
11.7.   Headings...........................................................105
11.8.   Execution in Counterparts, Effectiveness, etc......................105
11.9.   Governing Law; Entire Agreement....................................105
<PAGE>

11.10.   Successors and Assigns............................................105
11.11.   Sale and Transfer of Loans and Notes; Participations in 
          Loans and Notes .................................................106
11.11.1. Assignments.......................................................106
11.11.2. Participations....................................................108
11.12.   Other Transactions................................................109
11.13.   Independence of Covenants.........................................109
11.14.   Confidentiality...................................................109
11.15.   Forum Selection and Consent to Jurisdiction.......................110
11.16.   Waiver of Jury Trial..............................................111

<PAGE>

SCHEDULE I-          Disclosure Schedule
SCHEDULE II-         Percentages and Administrative Information

EXHIBIT A-1      -   Form of Revolving Note
EXHIBIT A-2      -   Form of Term A Note
EXHIBIT A-3      -   Form of Term B Note
EXHIBIT A-4      -   Form of August 1998 Term C Note
EXHIBIT A-5      -   Form of September 1998 Term C Note
EXHIBIT A-6      -   Form of Additional Term C Note
EXHIBIT A-7      -   Form of Registered Note
EXHIBIT A-8      -   Form of Swing Line Note
EXHIBIT B-1      -   Form of Borrowing Request
EXHIBIT B-2      -   Form of Issuance Request
EXHIBIT C        -   Form of Continuation/Conversion Notice
EXHIBIT D        -   Form of Amendment Effective Date Certificate
EXHIBIT E        -   Form of Compliance Certificate
EXHIBIT F-1      -   Conformed copy of Partnership Security Agreement
EXHIBIT F-2      -   Conformed copy of Borrower Security Agreement
EXHIBIT F-3      -   Form of Subsidiary Security Agreement
EXHIBIT G-1      -   Conformed copy of Holdings Pledge Agreement
EXHIBIT G-2      -   Conformed copy of Borrower Pledge Agreement
EXHIBIT G-3      -   Form of Subsidiary Pledge Agreement
EXHIBIT H        -   Form of Subsidiary Guaranty
EXHIBIT I        -   Form of Perfection Certificate
EXHIBIT J        -   Form of Lender Assignment Agreement
EXHIBIT K        -   Form of Opinion of New York Counsel to the Obligors
EXHIBIT L-1      -   Form of Holdings Solvency Certificate
EXHIBIT L-2      -   Form of Borrower Solvency Certificate


<PAGE>

                                                                     EXHIBIT A-1
                                                  to Second Amended and Restated
                                                                Credit Agreement

                                 REVOLVING NOTE

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") on the Stated Maturity Date (as defined in
the Amended and Restated Credit Agreement referred to below), the principal sum
of _________________ DOLLARS ($ ________) or, if less, the aggregate unpaid
principal amount of all Revolving Loans shown on the schedule attached hereto
(and any continuation thereof) made by the Lender pursuant to that certain
Second Amended and Restated Credit Agreement, dated as of March 17, 1999,
amending and restating in its entirety that certain Amended and Restated Credit
Agreement, dated as of September 11, 1998 (as amended prior to the Amendment
Effective Date) (as so amended and restated, and together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among the Borrower, each of
the Parent Guarantors named therein, the various financial institutions
(including the Lender) as are or may become parties thereto, DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.

      This Note is one of the Revolving Notes referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a description of the security for this Note and for a statement of the terms
and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

<PAGE>

      This Revolving Note and the other Revolving Notes shall represent an
amendment and restatement of, the Revolving Notes as defined in and issued under
the Existing Credit Agreement (herein, the "Existing Revolving Notes"), and the
Indebtedness originally evidenced by the Existing Revolving Notes which is now
evidenced by this new amended and restated Revolving Note and the other
Revolving Notes shall be a continuing Indebtedness, and nothing contained herein
or in such other Revolving Notes shall be construed to deem the Existing
Revolving Notes paid, or to release or terminate any Lien or security interest
given to secure the Existing Revolving Notes, which Liens and security interests
shall continue to secure such Indebtedness as evidenced by this Revolving Note
and such other Revolving Notes.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:


                                       -2-
<PAGE>

                     REVOLVING LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
               Amount of                Interest                Amount of
               Revolving                 Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                     EXHIBIT A-2
                                                  to Second Amended and Restated
                                                                Credit Agreement

                                   TERM A NOTE

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") the principal sum of _________________
DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all
Term A Loans shown on the schedule attached hereto (and any continuation
thereof) made by the Lender pursuant to that certain Second Amended and Restated
Credit Agreement, dated as of March 17, 1999, amending and restating in its
entirety that certain Amended and Restated Credit Agreement, dated as of
September 11, 1998 (as amended prior to the Amendment Effective Date) (as so
amended and restated, and together with all amendments, supplements,
restatements and other modifications, if any, from time to time thereafter made
thereto, the "Credit Agreement"), among the Borrower, each of the Parent
Guarantors named therein, the various financial institutions (including the
Lender) as are or may become parties thereto, DLJ Capital Funding, Inc., as
Syndication Agent, Fleet National Bank, as Administrative Agent and Credit
Lyonnais New York Branch, as Documentation Agent, payable in installments as set
forth in the Credit Agreement, with a final installment (in the amount necessary
to pay in full this Note) due and payable on the Stated Maturity Date.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.

      This Note is one of the Term A Notes referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a description of the security for this Note and for a statement of the terms
and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms

<PAGE>

used herein have the meanings provided in the Credit Agreement.

      This Term A Note and the other Term A Notes shall represent an amendment
and restatement of, the Term A Notes as defined in and issued under the Existing
Credit Agreement (herein, the "Existing Term A Notes"), and the Indebtedness
originally evidenced by the Existing Term A Notes which is now evidenced by this
new amended and restated Term A Note and the other Term A Notes shall be a
continuing Indebtedness, and nothing contained herein or in such other Term A
Notes shall be construed to deem the Existing Term A Notes paid, or to release
or terminate any Lien or security interest given to secure the Existing Term A
Notes, which Liens and security interests shall continue to secure such
Indebtedness as evidenced by this Term A Note and such other Term A Notes.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:


                                       -7-
<PAGE>

                       TERM A LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
               Amount of                Interest                Amount of
                Term A                   Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                     EXHIBIT A-3
                                                  to Second Amended and Restated
                                                                Credit Agreement

                                   TERM B NOTE

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") the principal sum of _________________
DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all
Term B Loans shown on the schedule attached hereto (and any continuation
thereof) made by the Lender pursuant to that certain Second Amended and Restated
Credit Agreement, dated as of March 17, 1999, amending and restating in its
entirety that certain Amended and Restated Credit Agreement, dated as of
September 11, 1999 (as amended prior to the Amendment Effective Date) (as so
amended and restated, and together with all amendments, supplements,
restatements and other modifications, if any, from time to time thereafter made
thereto, the "Credit Agreement"), among the Borrower, each of the Parent
Guarantors named therein, the various financial institutions (including the
Lender) as are or may become parties thereto, DLJ Capital Funding, Inc., as
Syndication Agent, Fleet National Bank, as Administrative Agent and Credit
Lyonnais New York Branch, as Documentation Agent, payable in installments as set
forth in the Credit Agreement, with a final installment (in the amount necessary
to pay in full this Note) due and payable on the Stated Maturity Date.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.

      This Note is one of the Term B Notes referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a description of the security for this Note and for a statement of the terms
and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

<PAGE>

      This Term B Note and the other Term B Notes shall represent an amendment
and restatement of, the Term B Notes as defined in and issued under the Existing
Credit Agreement (herein, the "Existing Term B Notes"), and the Indebtedness
originally evidenced by the Existing Term B Notes which is now evidenced by this
new amended and restated Term B Note and the other Term B Notes shall be a
continuing Indebtedness, and nothing contained herein or in such other Term B
Notes shall be construed to deem the Existing Term B Notes paid, or to release
or terminate any Lien or security interest given to secure the Existing Term B
Notes, which Liens and security interests shall continue to secure such
Indebtedness as evidenced by this Term B Note and such other Term B Notes.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:


                                       -12-
<PAGE>

                       TERM B LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
               Amount of                Interest                Amount of
                Term B                   Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                     EXHIBIT A-4
                                                  to Second Amended and Restated
                                                                Credit Agreement

                             AUGUST 1998 TERM C NOTE

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") the principal sum of _________________
DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all
Existing Term C Loans shown on the schedule attached hereto (and any
continuation thereof) made by the Lender pursuant to that certain Second Amended
and Restated Credit Agreement, dated as of March 17, 1999, amending and
restating in its entirety that certain Amended and Restated Credit Agreement,
dated as of September 11, 1998 (as amended prior to the Amendment Effective
Date) (as so amended and restated, and together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among the Borrower, each of
the Parent Guarantors named therein, the various financial institutions
(including the Lender) as are or may become parties thereto, DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent, payable in
installments as set forth in the Credit Agreement, with a final installment (in
the amount necessary to pay in full this Note) due and payable on the Stated
Maturity Date.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.

      This Note is one of the August 1998 Term C Notes referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a description of the security for this Note and for a statement of
the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms used herein have the meanings provided
in the

<PAGE>

Credit Agreement.

      This August 1998 Term C Note and the other August 1998 Term C Notes shall
represent an amendment and restatement of, the Existing Term C Notes as defined
in and issued under the Existing Credit Agreement (herein, the "Original Term C
Notes"), and the Indebtedness originally evidenced by the Original Term C Notes
which is now evidenced by this new amended and restated August 1998 Term C Note
and the other August 1998 Term C Notes shall be a continuing Indebtedness, and
nothing contained herein or in such other August 1998 Term C Notes shall be
construed to deem the Original Term C Notes paid, or to release or terminate any
Lien or security interest given to secure the Original Term C Notes, which Liens
and security interests shall continue to secure such Indebtedness as evidenced
by this August 1998 Term C Note and such other August 1998 Term C Notes.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:


                                      -17-
<PAGE>

                 AUGUST 1998 TERM C LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
               Amount of                Interest                Amount of
            Existing Term C              Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                     EXHIBIT A-7
                                                  to Second Amended and Restated
                                                                Credit Agreement

                                 REGISTERED NOTE

      THIS REGISTERED NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE
      WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
      BELOW. TRANSFERS OF THIS REGISTERED NOTE MUST BE RECORDED IN THE
      REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
      TERMS OF SUCH CREDIT AGREEMENT.

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") the principal sum of _________________
DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all
[August 1998] [September 1998] [Additional] Term [A] [B] [C] Loans shown on the
schedule attached hereto (and any continuation thereof) made by the Lender
pursuant to that certain Second Amended and Restated Credit Agreement, dated as
of March 17, 1999, amending and restating in its entirety that certain Amended
and Restated Credit Agreement, dated as of September 11, 1998 (as amended prior
to the Amendment Effective Date) (as so amended and restated, and together with
all amendments, supplements, restatements and other modifications, if any, from
time to time thereafter made thereto, the "Credit Agreement"), among the
Borrower, each of the Parent Guarantors named therein, the various financial
institutions (including the Lender) as are or may become parties thereto, DLJ
Capital Funding, Inc., as Syndication Agent, Fleet National Bank, as
Administrative Agent and Credit Lyonnais New York Branch, as Documentation
Agent, payable in installments as set forth in the Credit Agreement, with a
final installment (in the amount necessary to pay in full this Registered Note)
due and payable on the Stated Maturity Date.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

         Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds to
the account designated by the

<PAGE>

Administrative Agent pursuant to the Credit Agreement.

      This Registered Note is one of the Registered Notes referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a description of the security for this Registered Note and for a
statement of the terms and conditions on which the Borrower is permitted and
required to make prepayments and repayments of principal of the Indebtedness
evidenced by this Registered Note and on which such Indebtedness may be declared
to be immediately due and payable. Unless otherwise defined, terms used herein
have the meanings provided in the Credit Agreement.

      As provided in Section 11.11.1 of the Credit Agreement, this Registered
Note and the Obligations evidenced hereby may be assigned or otherwise
transferred in whole or in part only by registration of such assignment or
transfer of this Registered Note and the Obligations evidenced hereby on the
Register described in clause (b) of Section 2.7 of the Credit Agreement. Any
assignment or transfer of all or part of such Obligations and this Registered
Note evidencing the same shall be registered on the Register only upon surrender
for registration of assignment or transfer of this Registered Note evidencing
such Obligations, duly endorsed by (or accompanied by a written instrument of
assignment or transfer duly executed by) the Registered Noteholder hereof (and
compliance with the other relevant provisions of Section 11.11.1 of the Credit
Agreement), and thereupon one or more new Registered Notes in the same aggregate
principal amount shall be issued to the designated Assignee Lender, and this
Registered Note shall be returned by the Administrative Agent to the Borrower
marked "exchanged". Prior to the due presentment for registration of assignment
or transfer of this Registered Note, the Borrower and the Agents shall treat the
Person in whose name such Obligations and this Registered Note evidencing the
same is registered as the owner thereof for the purpose of receiving all
payments thereon and for all other purposes, notwithstanding any notice to the
contrary. This Registered Note may not be exchanged for promissory notes that
are not Registered Notes.

      This Registered Note and the other Registered Notes shall represent an
amendment and restatement of, the Registered Notes as defined in and issued
under the Existing Credit Agreement (herein, the "Existing Registered Notes"),
and the Indebtedness originally evidenced by the Existing Registered Notes which
is now evidenced by this new amended and restated Registered Note and the other
Registered Notes shall be a continuing Indebtedness, and nothing contained
herein or in such other Registered Notes shall be construed to deem the Existing
Registered Notes paid, or to release or terminate any Lien or security interest
given to secure the Existing Registered Notes, which Liens and security
interests shall continue to secure such Indebtedness as evidenced by this
Registered Note and such other Registered Notes.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

                                             THIS NOTE HAS BEEN DELIVERED IN NEW

                                      -22-
<PAGE>

YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:


                                      -23-
<PAGE>

      [EXISTING] [ADDITIONAL]TERM [A] [B] [C] LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
              Amount of
              [Existing]
              [Additional]              Interest                Amount of
             Term [A][B][C]              Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                     EXHIBIT A-8
                                                  to Second Amended and Restated
                                                                Credit Agreement


                                 SWING LINE NOTE

                                                $5,000,000.00     March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of FLEET NATIONAL
BANK (the "Swing Line Lender") on the Stated Maturity Date (as defined in the
Credit Agreement referred to below) the principal sum of FIVE MILLION DOLLARS
($5,000,000.00) or, if less, the aggregate unpaid principal amount of all Swing
Line Loans shown on the schedule attached hereto (and any continuation thereof)
made by the Swing Line Lender pursuant to that certain Second Amended and
Restated Credit Agreement, dated as of March 17, 1999, amending and restating in
its entirety that certain Amended and Restated Credit Agreement, dated as of
September 11, 1998 (as amended prior to the Amendment Effective Date) (as so
amended and restated, and together with all amendments, supplements,
restatements and other modifications, if any, from time to time thereafter made
thereto, the "Credit Agreement"), among the Borrower, each of the Parent
Guarantors named therein, the various financial institutions (including the
Swing Line Lender) as are or may become parties thereto, DLJ Capital Funding,
Inc., as Syndication Agent, Fleet National Bank, as Administrative Agent and
Credit Lyonnais New York Branch, as Documentation Agent.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Swing Line Lender pursuant to the Credit Agreement.

      This Swing Line Note is the Swing Line Note referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a description of the security for this Swing Line Note and for a statement
of the terms and conditions on which the Borrower is permitted and required to
make prepayments and repayments of principal of the Indebtedness evidenced by
this Swing Line Note and on which such Indebtedness may be declared to be
immediately due and payable.

      This Swing Line Note shall represent an amendment and restatement of, the
Swing Line

<PAGE>

Notes as defined in and issued under the Existing Credit Agreement (herein, the
"Existing Swing Line Note"), and the Indebtedness originally evidenced by the
Existing Swing Line Note which is now evidenced by this new amended and restated
Swing Line Note shall be a continuing Indebtedness, and nothing contained herein
shall be construed to deem the Existing Swing Line Note paid, or to release or
terminate any Lien or security interest given to secure the Existing Swing Line
Note, which Liens and security interests shall continue to secure such
Indebtedness as evidenced by this Swing Line Note.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:


                                      -28-
<PAGE>

                     SWING LINE LOANS AND PRINCIPAL PAYMENTS

================================================================================
          Amount of       Amount of        Outstanding
         Swing Line       Principal         Principal                 Notation
Date      Loan Made        Repaid            Balance        Total     Made By
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

================================================================================

<PAGE>

                                                                     EXHIBIT B-1
                                                  to Second Amended and Restated
                                                                Credit Agreement

                                BORROWING REQUEST


Fleet National Bank,
  as Administrative Agent
1 Federal Street
Boston, Massachusetts 02211

Attention: Eric Vander Mel


                                   DUANE READE

Ladies and Gentlemen:

      This Borrowing Request is delivered to you pursuant to Section 2.3 of the
Second Amended and Restated Credit Agreement, dated as of March 17, 1999,
amending and restating in its entirety that certain Amended and Restated Credit
Agreement, dated as of September 11, 1998 (as amended prior to the Amendment
Effective Date) (as so amended and restated, and together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among Duane Reade, a New York
general partnership (the "Borrower"), each of the Parent Guarantors named
therein, the various financial institutions as are or may become parties thereto
(the "Lenders"), DLJ Capital Funding, Inc., as Syndication Agent, Fleet National
Bank, as Administrative Agent and Credit Lyonnais New York Branch, as
Documentation Agent. Unless otherwise defined herein or the context otherwise
requires, terms used herein have the meanings provided in the Credit Agreement.

      The Borrower hereby requests that [a Revolving Loan] [an Additional Term C
Loan] [Swing Line Loan] be made in the aggregate principal amount of
$___________ on ______ __, ____ as a LIBO Rate Loan having an Interest Period of
[1] [2] [3] [6] months] [Base Rate Loan]*.

--------
*     Swing Line Loans may only be requested and maintained as Base Rate Loans.

<PAGE>

      The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the
Credit Agreement, each of the delivery of this Borrowing Request and the
acceptance by the Borrower of the proceeds of the Loans requested hereby
constitutes a representation and warranty by the Borrower that, on the date of
the making of such Loans, and before and after giving effect thereto and to the
application of the proceeds therefrom, all statements set forth in Section 5.2.1
are true and correct in all material respects.

      The Borrower agrees that if prior to the time of the Borrowing requested
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Administrative Agent.
Except to the extent, if any, that prior to the time of the Borrowing requested
hereby the Administrative Agent shall receive written notice to the contrary
from the Borrower, each matter certified to herein shall be deemed once again to
be certified as true and correct at the date of such Borrowing as if then made.

      Please wire transfer the proceeds of the Borrowing to the accounts of the
following persons at the financial institutions indicated respectively:

                   Person to be Paid
Amount to be    -------------------------                  Name, Address, etc.
Transferred     Name          Account No.                  of Transferee Lender
-----------     ----          -----------                  --------------------

$___________    ____________  ___________                  ____________________
                                                           ____________________
                                             Attention:    ____________________

$___________    ____________  ___________                  ____________________
                                                           ____________________
                                             Attention:    ____________________

Balance of      The Borrower  ___________                  ____________________
such proceeds                                              ____________________
                                             Attention:    ____________________

      The Borrower has caused this Borrowing Request to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly Authorized Officer this ____ day of ________, ____.


                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner


                                                                   By


                                      -33-
<PAGE>

                                          Title:


                                      -34-
<PAGE>

                                                                     EXHIBIT B-2
                                                  to Second Amended and Restated
                                                                Credit Agreement

                                ISSUANCE REQUEST


Fleet National Bank,
  as Administrative Agent
1 Federal Street
Boston, Massachusetts 02211

Attention: Eric Vander Mel


      Re:   Second Amended and Restated Credit Agreement, dated as of March 17,
            1999, amending and restating in its entirety that certain Amended
            and Restated Credit Agreement, dated as of September 11, 1998 (as
            amended prior to the Amendment Effective Date) (as so amended and
            restated, and together with all amendments, supplements,
            restatements and other modifications, if any, from time to time
            thereafter made thereto, the "Credit Agreement"), among Duane Reade,
            a New York general partnership (the "Borrower"), each of the Parent
            Guarantors named therein, the various financial institutions as are
            or may from time to time thereafter become parties thereto (the
            "Lenders"), DLJ Capital Funding, Inc., as the Syndication Agent,
            Fleet National Bank, as the Administrative Agent and Credit Lyonnais
            New York Branch, as the Documentation Agent.

Ladies and Gentlemen:

      This Issuance Request is delivered to you pursuant to Section 2.6 of the
Credit Agreement. Unless otherwise defined herein, terms used herein have the
meanings assigned to them in the Credit Agreement.

      The Borrower hereby requests that on ________ __, ____ (the "Date of
Issuance") _______________ (the "Issuer") [issue a Letter of Credit in the
initial Stated Amount of $_______________ with a Stated Expiry Date (as defined
therein) of ________ __, ____] [extend the Stated Expiry Date (as defined under
Irrevocable Standby Letter of Credit No.__, issued on ________ __, ____, in the
initial Stated Amount of $______________) to a revised Stated Expiry Date (as
defined therein) of ________ __, ____].

<PAGE>

      The beneficiary of the requested Letter of Credit will be _______________,
and such Letter of Credit will be in support of _______________________________.

      The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the
Credit Agreement, each of the delivery of this Issuance Request and the
[issuance][extension] of the Letter of Credit requested hereby constitutes a
representation and warranty by the Borrower that, on such date of [issuance]
[extension] all statements set forth in Section 5.2.1 are true and correct in
all material respects.

      The Borrower agrees that if, prior to the time of the [issuance]
[extension] of the Letter of Credit requested hereby, any matter certified to
herein by it will not be true and correct at such time as if then made, it will
immediately so notify the Administrative Agent. Except to the extent, if any,
that prior to the time of the issuance or extension requested hereby the
Administrative Agent shall receive written notice to the contrary from the
Borrower, each matter certified to herein shall be deemed to be certified at the
date of such issuance or extension.

      IN WITNESS WHEREOF, the Borrower has caused this request to be executed
and delivered by its Authorized Officer this ____ day of ________, ____.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner


                                                                        By
                                          Title:


                                      -36-
<PAGE>

                                                                       EXHIBIT C
                                                  to Second Amended and Restated
                                                                Credit Agreement

                         CONTINUATION/CONVERSION NOTICE

Fleet National Bank,
  as Administrative Agent
1 Federal Street
Boston, Massachusetts 02211

Attention: Eric Vander Mel


                                   DUANE READE


Ladies and Gentlemen:

      This Continuation/Conversion Notice is delivered to you pursuant to
Section 2.4 of that certain Second Amended and Restated Credit Agreement dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), each of the
Parent Guarantors named therein, the various financial institutions as are or
may become parties thereto, DLJ Capital Funding, Inc., as Syndication Agent,
Fleet National Bank, as Administrative Agent and Credit Lyonnais New York
Branch, as Documentation Agent. Unless otherwise defined herein or the context
otherwise requires, terms used herein have the meanings provided in the Credit
Agreement.

      The Borrower hereby requests that on ________ __, ____ (the
"Continuation/Conversion Date"),

            (1) $________ of the presently outstanding principal amount of the
      [Revolving Loans] [Term A Loans] [Term B Loans] [Existing Term C Loans]
      [Additional Term C Loans],

            (2) all presently being maintained as [Base Rate Loans] [LIBO Rate
      Loans with an Interest Period ending on the Continuation/Conversion Date],

<PAGE>

            (3) be [converted into] [continued as],

            (4) [LIBO Rate Loans having an Interest Period of [1] [2] [3] [6]
      months] [Base Rate Loans].

The Borrower hereby:

            (a) certifies and warrants that no Default has occurred and is
      continuing; and

            (b) agrees that if prior to the time of such continuation or
      conversion any matter certified to herein by it will not be true and
      correct at such time as if then made, it will immediately so notify the
      Administrative Agent.

Except to the extent, if any, that prior to the time of the continuation or
conversion requested hereby the Administrative Agent shall receive written
notice to the contrary from the Borrower, each matter certified to herein shall
be deemed to be certified at the date of such continuation or conversion as if
then made.

      The Borrower has caused this Continuation/Conversion Notice to be executed
and delivered, and the certification and warranties contained herein to be made,
by its Authorized Officer this ____ day of ________, ____.


                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner


                                                                        By
                                                Title:


                                      -38-
<PAGE>

                                                                       EXHIBIT J
                                                  to Second Amended and Restated
                                                                Credit Agreement

                           LENDER ASSIGNMENT AGREEMENT


To:   Duane Reade
      440 Ninth Avenue
      New York, NY  10001

      Attention: Bill Tennant


To:   Fleet National Bank,
        as Administrative Agent
      1 Federal Street
      Boston, MA 02211

      Attention: Eric Vander Mel


To:   DLJ Capital Funding, Inc.
        as Syndication Agent
      277 Park Avenue
      New York, NY 10172

      Attention: Tania Holman


                                   DUANE READE


Ladies and Gentlemen:

      We refer to clause (d) of Section 11.11.1 of the Second Amended and
Restated Credit Agreement dated as of March 17, 1999, amending and restating in
its entirety that certain Amended and Restated Credit Agreement, dated as of
September 11, 1998 (as amended prior to the Amendment Effective Date) (as so
amended and restated, and together with all amendments, supplements,
restatements and other modifications, if any, from time to time thereafter made
thereto, the "Credit Agreement"), among Duane Reade, a New York general
partnership (the

<PAGE>

"Borrower"), each of the Parent Guarantors named therein, the various financial
institutions as are or may become parties thereto (the "Lenders"), DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent. Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.

      As of ________ __, ____ (the "Settlement Date"), ________ (the "Assignor")
hereby sells and assigns, without recourse, representation or warranty (except
as expressly set forth herein), to ________ (the "Assignee") and the Assignee
hereby purchases and assumes, the percentage of Loans and Commitments of the
Assignor (the "Assigned Share") such that after giving effect to the foregoing
assignment and delegation, the Assignor's and the Assignee's Percentages for the
purposes of the Credit Agreement will be as set forth opposite such Person's
name on Schedule I hereto.

      [Add paragraph dealing with accrued interest and fees with respect to
Loans assigned.]

      The Assignee hereby acknowledges and confirms that it has received a copy
of the Credit Agreement and the exhibits related thereto, together with copies
of the documents which were required to be delivered under the Credit Agreement
as a condition to the making of the Credit Extensions thereunder. The Assignee
further confirms and agrees that in becoming a Lender and in making its Loans
and Commitments under the Credit Agreement, such actions have and will be made
without recourse to, or representation or warranty by either Agent or the
Arranger.

      The Assignee represents and warrants that it is legally authorized to
enter into and deliver this agreement and that this agreement constitutes, and,
upon acceptance hereof, the Credit Agreement and each other Loan Document to
which the Assignor was a party will constitute, a legal, valid and binding
obligation of the Assignee, and the Assignor confirms and agrees that it is the
legal and beneficial owner of the Assigned Share, free and clear of any adverse
claim created by it. Except as set forth in the previous sentence, the Assignor
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made pursuant to or in
connection with this agreement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto or thereto, including the financial condition of the Borrower or the
performance or observance by any Obligor or any Lender of any of its obligations
under the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto. The Assignee represents and
warrants and confirms that it has received copies of the most recent financial
statements delivered pursuant to [Section 3.1.10 of the Amendment Agreement]
Section 7.1.1 of the Credit Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this agreement. In addition, the Assignee, independently and without
reliance upon the Assignor, any other Lender, either Agent or the Arranger, and
based on such documents and information as it shall deem


                                      -40-
<PAGE>

appropriate at the time, shall continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Loan Documents
and the other instruments and documents delivered in connection therewith.

      Except as otherwise provided in the Credit Agreement, effective as of the
date of acceptance hereof by the Administrative Agent

            (a) the Assignee

                  (i) shall be deemed automatically to have become a party to
            the Credit Agreement, have all the rights and obligations of a
            "Lender" under the Credit Agreement and the other Loan Documents as
            if it were an original signatory thereto to the extent specified in
            the second paragraph hereof; and

                  (ii) agrees to be bound by the terms and conditions set forth
            in the Credit Agreement and the other Loan Documents as if it were
            an original signatory thereto (and expressly makes the appointment
            set forth in, and agrees to the obligations imposed under, Article X
            of the Credit Agreement); and

            (b) the Assignor shall be released from its obligations under the
      Credit Agreement and the other Loan Documents to the extent specified in
      the second paragraph hereof.

      The Assignor and the Assignee hereby agree that the Assignor will pay to
the Administrative Agent the processing fee referred to in Section 11.11.1 of
the Credit Agreement upon the delivery hereof.

      The Assignee hereby advises each of you that set forth in Schedule I
hereto are its administrative details with respect to the assigned Loans and
Commitments and requests the Administrative Agent and the Borrower to
acknowledge receipt of this document.

      The Assignee agrees to furnish the tax form required by Section 4.6 (if so
required) of the Credit Agreement no later than the date of acceptance hereof by
the Administrative Agent.

      This agreement shall become effective on the date (the "Effective Date")
as of which all of the following conditions are satisfied: (i) the execution of
a counterpart hereof by each of the Assignor and the Assignee, (ii) to the
extent required under Section 11.11.1 of the Credit Agreement, the execution of
a counterpart hereof by each of the Agents, the Issuer and the Borrower, as
evidence of such Person's consent hereto, (iii) the receipt by the
Administrative Agent of the processing fee referred to in Section 11.11.1 of the
Credit Agreement and (iv) the receipt by the Administrative Agent of originals
or facsimiles of the counterparts described above and authorization of delivery
thereof.


                                      -41-
<PAGE>

      This Agreement may be executed by the Assignor and Assignee and the other
signatories hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


                                      -42-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed and delivered by their respective authorized officers.

                                    _________________________,
                                    as Assignor


                                    By: ________________________________
                                        Name:
                                        Title:



                                    _________________________,
                                    as Assignee


                                    By: ________________________________
                                        Name:
                                        Title:


                                      -43-
<PAGE>

Accepted and Acknowledged
this ____ day of ________, ____


DLJ CAPITAL FUNDING, INC.,
  as Syndication Agent


By: ______________________________
    Name:
    Title:


[FLEET NATIONAL BANK,
  as Administrative Agent


By: ______________________________
    Name:
    Title:]


[FLEET NATIONAL BANK,
  as Issuer


By: ______________________________
    Name:
    Title:]


[DUANE READE
By    Duane Reade Inc., a general partner


      By:  ______________________________
           Name:
           Title:]


                                      -44-
<PAGE>

                                                                      SCHEDULE I

                               LENDER INFORMATION


<TABLE>
<CAPTION>
LENDER              PERCENTAGE                                          DOMESTIC OFFICE           LIBOR OFFICE
------              ----------                                          ---------------           ------------
<S>                 <C>                                                 <C>                       <C>
_______________,    Revolving Loans, participations                     ON FILE WITH              ON FILE WITH
  as Assignor       in Letters of Credit Outstandings,                  ADMINISTRATIVE            ADMINISTRATIVE
                    and Revolving Loan Commitment  __________%          AGENT                     AGENT

                    Term A Loans  __________%

                    Term B Loans  __________%

                    Term C Loans  __________%

                    August 1998 Term C Loans   __________%

                    September 1998 Term C Loans  __________%

                    Additional Term C Loans  __________%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                 <C>                       <C>
_______________,    Revolving Loans, participations                     [ADDRESS]                 [ADDRESS]
  as Assignee       in Letters of Credit Outstandings,                  Fax:______________        Fax:______________
                    and Revolving Loan Commitment  __________%          Attention:________        Attention:________

                    Term A Loans  __________%

                    Term B Loans  __________%

                    Term C Loans  __________%

                    August 1998 Term C Loans  __________%

                    September 1998 Term C Loans  __________%

                    Additional Term C Loans  __________%
</TABLE>

Wiring Instructions for the Assignee:
_______________________
_______________________
_______________________

<PAGE>

                                                                     EXHIBIT A-5
                                                  to Second Amended and Restated
                                                                Credit Agreement

                           SEPTEMBER 1998 TERM C NOTE

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") the principal sum of _________________
DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all
Additional Term C Loans shown on the schedule attached hereto (and any
continuation thereof) made by the Lender pursuant to that certain Second Amended
and Restated Credit Agreement, dated as of March 17, 1999, amending and
restating in its entirety that certain Amended and Restated Credit Agreement,
dated as of September 11, 1998 (as amended prior to the Amendment Effective
Date) (as so amended and restated, and together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among the Borrower, each of
the Parent Guarantors named therein, the various financial institutions
(including the Lender) as are or may become parties thereto, DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent, payable in
installments as set forth in the Credit Agreement, with a final installment (in
the amount necessary to pay in full this Note) due and payable on the Stated
Maturity Date.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.

      This Note is one of the September 1998 Term C Notes referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a description of the security for this Note and for a statement of
the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

<PAGE>

      This September 1998 Term C Note and the other September 1998 Term C Notes
shall represent an amendment and restatement of, the Additional Term C Notes as
defined in and issued under the Existing Credit Agreement (herein, the "Original
Term C Notes"), and the Indebtedness originally evidenced by the Original Term C
Notes which is now evidenced by this new amended and restated September 1998
Term C Note and the other September 1998 Term C Notes shall be a continuing
Indebtedness, and nothing contained herein or in such other September 1998 Term
C Notes shall be construed to deem the Original Term C Notes paid, or to release
or terminate any Lien or security interest given to secure the Original Term C
Notes, which Liens and security interests shall continue to secure such
Indebtedness as evidenced by this September 1998 Term C Note and such other
September 1998 Term C Notes.

      All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

<PAGE>

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:
<PAGE>

                 ADDITIONAL TERM C LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
               Amount of                Interest                Amount of
           Additional Term C             Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                     EXHIBIT A-6
                                                  to Second Amended and Restated
                                                                Credit Agreement

                             ADDITIONAL TERM C NOTE

                                                $_______________  March 17, 1999

      FOR VALUE RECEIVED, the undersigned, DUANE READE, a New York general
partnership (the "Borrower"), promises to pay to the order of
____________________ (the "Lender") the principal sum of _________________
DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all
Additional Term C Loans shown on the schedule attached hereto (and any
continuation thereof) made by the Lender pursuant to that certain Second Amended
and Restated Credit Agreement, dated as of March 17, 1999, amending and
restating in its entirety that certain Amended and Restated Credit Agreement,
dated as of September 11, 1998 (as amended prior to the Amendment Effective
Date) (as so amended and restated, and together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among the Borrower, each of
the Parent Guarantors named therein, the various financial institutions
(including the Lender) as are or may become parties thereto, DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent, payable in
installments as set forth in the Credit Agreement, with a final installment (in
the amount necessary to pay in full this Note) due and payable on the Stated
Maturity Date.

      The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.

      This Note is one of the Additional Term C Notes referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a description of the security for this Note and for a statement of
the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be immediately due and
payable. Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

<PAGE>

     All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

<PAGE>

      THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                                          DUANE READE
                                          By    Duane Reade Inc., a
                                                general partner

                                                                        By
                                                Title:

                                          By    DRI I Inc., a general
                                                partner


                                                                        By
                                                Title:
<PAGE>

                 ADDITIONAL TERM C LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
====================================================================================================================================
               Amount of                Interest                Amount of
           Additional Term C             Period                 Principal             Unpaid Principal                    Notation
Date           Loan Made             (If Applicable)              Repaid                  Balance             Total        Made By
----       -----------------         ---------------        ------------------       ------------------       -----        -------
           Base         LIBO                                Base          LIBO       Base          LIBO
           Rate         Rate                                Rate          Rate       Rate          Rate
           ----         ----                                ----          ----       ----          ----
====================================================================================================================================
<S>        <C>          <C>         <C>                     <C>           <C>        <C>           <C>        <C>         <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                                                [EXECUTION COPY]

                      AMENDMENT EFFECTIVE DATE CERTIFICATE

                                Duane Reade Inc.

      This certificate is delivered pursuant to Section 3.1.4 of the Amendment
Agreement defined in the Second Amended and Restated Credit Agreement, dated as
of March 17, 1999, amending and restating in its entirety that certain Amended
and Restated Credit Agreement, dated as of September 11, 1998 (as amended prior
to the Amendment Effective Date) (as so amended and restated or otherwise
modified, and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among Duane Reade, a New York general partnership (the "Borrower"),
each of the Parent Guarantors (including Duane Reade Inc., a Delaware
corporation ("Holdings")) named therein, the various financial institutions as
are or may become parties thereto (collectively, the "Lenders"), DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent. Unless
otherwise defined herein, terms used herein have the meanings assigned to them
in the Credit Agreement.

      The undersigned hereby certifies, represents and warrants that, as of the
Amendment Effective Date:

            1. Financial Information, etc. Attached hereto as Annex I are true
      and complete copies of (a) the (i) audited consolidated financial
      statements of (A) Holdings and its Subsidiaries and Daboco and its
      Subsidiaries for the Fiscal Years ended on December 30, 1995, December 28,
      1996 and December 27, 1997 and (B) Rock Bottom and its Subsidiaries for
      the Fiscal Years ended on January 31, 1996, January 31, 1997 and January
      31, 1998, (ii) unaudited consolidated financial statements of (A) Holdings
      and its Subsidiaries and Daboco and its Subsidiaries for the Fiscal
      Quarters ended on March 28, 1998, June 27, 1998, September 26, 1998 and
      December 26, 1998 and (B) Rock Bottom and its Subsidiaries for the Fiscal
      Quarters ended on April 30, 1998 and (iii) an unaudited consolidated
      financial statement of Holdings and its Subsidiaries and Borrower and its
      Subsidiaries for the fiscal month ended on January 23, 1999 (the "Base
      Financial Statements"); and (b) a pro forma consolidated balance sheets of
      Holdings and its Subsidiaries and the Borrower and its Subsidiaries, as at
      December 26, 1998 (the "Pro Forma Balance Sheets"), certified by the chief
      financial or accounting Authorized Officers of Holdings and the Borrower,
      respectively, giving effect to the consummation of the New Transaction.

            2. Litigation. There is no pending or threatened material
      litigation, proceedings

<PAGE>

      or investigations which (x) contests the consummation of the New
      Transaction or the legality or validity of the Credit Agreement, any other
      Loan Document or any Material Document or (y) could reasonably be expected
      to have a Material Adverse Effect.

            3. Material Adverse Effect. Except as set forth in Item 6.6
      ("Material Adverse Change") of the Disclosure Schedule, there has occurred
      no material adverse change in the business, assets, debt service capacity,
      tax position, environmental liability, financial condition, operations,
      properties or prospects of Holdings and its Subsidiaries, taken as a
      whole, since December 27, 1997.

            4. Approvals. All necessary governmental, shareholders' and
      third-party approvals in connection with the New Transaction, the
      financing contemplated hereby, the continued operations of Holdings, DRI
      I, the Borrower and each of their respective Subsidiaries and the
      execution, delivery and performance of the Credit Agreement and the other
      Loan Documents has been duly obtained and all applicable waiting periods
      have expired without, in all such cases, any action being taken or
      threatened by any competent authority that would restrain, prevent or
      otherwise impose adverse conditions on the New Transaction, the financing
      contemplated hereby or the continued operations of Holdings, DRI I, the
      Borrower or any of their respective Subsidiaries.

            5. Rock Bottom Subsidiaries. The Rock Bottom Subsidiaries have been
      dissolved and attached hereto as Annex II are certificates of dissolution
      that were filed with the Secretary of State of the applicable state of
      incorporation of each such Rock Bottom Subsidiary confirming such
      dissolution.

            6. Warranties, No Default, etc. On the Amendment Effective Date,
      immediately after giving effect to the New Transaction, the following
      statements are true and correct:

            (a) The execution, delivery and performance by each of the Borrower,
      each Parent Guarantor and each of their respective Subsidiaries of this
      Amendment Agreement, the Credit Agreement, the Notes and each other Loan
      Document executed or to be executed by it are within the Borrower's and
      each such Obligor's corporate or partnership powers, have been duly
      authorized by all necessary corporate or partnership action, and do not
      (i) contravene the Borrower's or any such Obligor's Organic Documents,
      (ii) contravene any contractual restriction, law or governmental
      regulation or court decree or order binding on or affecting the Borrower
      or any such Obligor, or (iii) result in, or require the creation or
      imposition of, any Lien on any of the Borrower's or any other Obligor's
      properties, except pursuant to the terms of a Loan Document.

            (b) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or other
      Person, is required for the due execution, delivery or performance by any
      of the Borrower, any Parent Guarantor or


                                      -2-
<PAGE>

      any of their respective Subsidiaries of this Amendment Agreement, the
      Credit Agreement, the Notes, any other Loan Document to which it is a
      party, except as have been duly obtained or made and are in full force and
      effect.

            (c) This Amendment Agreement and the Credit Agreement constitute,
      and the Notes and each other Loan Document executed, or to be executed, by
      any of the Borrower, any Parent Guarantor or any of their respective
      Subsidiaries, as the case may be, constitutes, or will on the due
      execution and delivery thereof constitute, the legal, valid and binding
      obligations of the Borrower and such other Obligor enforceable in
      accordance with their respective terms.

            (d) After giving effect to this Amendment Agreement, neither the
      amendment and restatement of the Existing Credit Agreement effected
      pursuant to this Amendment Agreement nor the execution, delivery,
      performance or effectiveness of this Amendment Agreement, the Credit
      Agreement or any Loan Document impairs the validity, effectiveness or
      priority of the Liens granted pursuant to each Pledge Agreement and each
      Security Agreement (as such terms are defined in the Existing Credit
      Agreement, collectively, the "Security Documents"), and such Liens
      continue unimpaired with the same priority to secure repayment of all
      Obligations (including any Obligations arising in connection with the
      making of the Additional Term C Loan Commitments or the Additional Term C
      Loans), whether heretofore or hereafter incurred. Neither the amendment
      and restatement of the Existing Credit Agreement effected pursuant to this
      Amendment Agreement nor the execution, delivery, performance or
      effectiveness of this Amendment Agreement or the Credit Agreement requires
      that any new filings be made or other action taken to perfect or to
      maintain the perfection of such Liens. Under the foregoing circumstances,
      the position of the Lenders with respect to such Liens, the Collateral (as
      defined in the Security Documents) in which a security interest was
      granted pursuant to the Security Documents, and the ability of the
      Administrative Agent to realize upon such Liens pursuant to the terms of
      the Security Documents have not been adversely affected in any material
      respect by the amendment and restatement of the Existing Credit Agreement
      effected pursuant to this Amendment Agreement or by the execution,
      delivery, performance or effectiveness of this Amendment Agreement or the
      Credit Agreement.

            (e) Both before and immediately after giving effect to this
      Amendment Agreement, no Default has (or will have) occurred and is (or
      will be) continuing, and all of the statements set forth in Section 5.2.1
      of the Credit Agreement are true and correct.


                                      -3-
<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
executed and delivered, and the certification, representations and warranties
contained herein to be made, by its duly Authorized Officer this 17th day of
March, 1999.

                                          DUANE READE INC.


                                                                             By:
                                                Name: William J. Tennant
                                                Title: Senior Vice President

<PAGE>

                                                                [EXECUTION COPY]

                      AMENDMENT EFFECTIVE DATE CERTIFICATE

                                Duane Reade Inc.

      This certificate is delivered pursuant to Section 3.1.4 of the Amendment
Agreement defined in the Second Amended and Restated Credit Agreement, dated as
of March 17, 1999, amending and restating in its entirety that certain Amended
and Restated Credit Agreement, dated as of September 11, 1998 (as amended prior
to the Amendment Effective Date) (as so amended and restated or otherwise
modified, and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among Duane Reade, a New York general partnership (the "Borrower"),
each of the Parent Guarantors (including Duane Reade Inc., a Delaware
corporation ("Holdings")) named therein, the various financial institutions as
are or may become parties thereto (collectively, the "Lenders"), DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent. Unless
otherwise defined herein, terms used herein have the meanings assigned to them
in the Credit Agreement.

      The undersigned hereby certifies, represents and warrants that, as of the
Amendment Effective Date:

            1. Financial Information, etc. Attached hereto as Annex I are true
      and complete copies of (a) the (i) audited consolidated financial
      statements of (A) Holdings and its Subsidiaries and Daboco and its
      Subsidiaries for the Fiscal Years ended on December 30, 1995, December 28,
      1996 and December 27, 1997 and (B) Rock Bottom and its Subsidiaries for
      the Fiscal Years ended on January 31, 1996, January 31, 1997 and January
      31, 1998, (ii) unaudited consolidated financial statements of (A) Holdings
      and its Subsidiaries and Daboco and its Subsidiaries for the Fiscal
      Quarters ended on March 28, 1998, June 27, 1998, September 26, 1998 and
      December 26, 1998 and (B) Rock Bottom and its Subsidiaries for the Fiscal
      Quarters ended on April 30, 1998 and (iii) an unaudited consolidated
      financial statement of Holdings and its Subsidiaries and Borrower and its
      Subsidiaries for the fiscal month ended on January 23, 1999 (the "Base
      Financial Statements"); and (b) a pro forma consolidated balance sheets of
      Holdings and its Subsidiaries and the Borrower and its Subsidiaries, as at
      December 26, 1998 (the "Pro Forma Balance Sheets"), certified by the chief
      financial or accounting Authorized Officers of Holdings and the Borrower,
      respectively, giving effect to the consummation of the New Transaction.

            2. Litigation. There is no pending or threatened material
      litigation, proceedings

<PAGE>

      or investigations which (x) contests the consummation of the New
      Transaction or the legality or validity of the Credit Agreement, any other
      Loan Document or any Material Document or (y) could reasonably be expected
      to have a Material Adverse Effect.

            3. Material Adverse Effect. Except as set forth in Item 6.6
      ("Material Adverse Change") of the Disclosure Schedule, there has occurred
      no material adverse change in the business, assets, debt service capacity,
      tax position, environmental liability, financial condition, operations,
      properties or prospects of Holdings and its Subsidiaries, taken as a
      whole, since December 27, 1997.

            4. Approvals. All necessary governmental, shareholders' and
      third-party approvals in connection with the New Transaction, the
      financing contemplated hereby, the continued operations of Holdings, DRI
      I, the Borrower and each of their respective Subsidiaries and the
      execution, delivery and performance of the Credit Agreement and the other
      Loan Documents has been duly obtained and all applicable waiting periods
      have expired without, in all such cases, any action being taken or
      threatened by any competent authority that would restrain, prevent or
      otherwise impose adverse conditions on the New Transaction, the financing
      contemplated hereby or the continued operations of Holdings, DRI I, the
      Borrower or any of their respective Subsidiaries.

            5. Rock Bottom Subsidiaries. The Rock Bottom Subsidiaries have been
      dissolved and attached hereto as Annex II are certificates of dissolution
      that were filed with the Secretary of State of the applicable state of
      incorporation of each such Rock Bottom Subsidiary confirming such
      dissolution.

            6. Warranties, No Default, etc. On the Amendment Effective Date,
      immediately after giving effect to the New Transaction, the following
      statements are true and correct:

            (a) The execution, delivery and performance by each of the Borrower,
      each Parent Guarantor and each of their respective Subsidiaries of this
      Amendment Agreement, the Credit Agreement, the Notes and each other Loan
      Document executed or to be executed by it are within the Borrower's and
      each such Obligor's corporate or partnership powers, have been duly
      authorized by all necessary corporate or partnership action, and do not
      (i) contravene the Borrower's or any such Obligor's Organic Documents,
      (ii) contravene any contractual restriction, law or governmental
      regulation or court decree or order binding on or affecting the Borrower
      or any such Obligor, or (iii) result in, or require the creation or
      imposition of, any Lien on any of the Borrower's or any other Obligor's
      properties, except pursuant to the terms of a Loan Document.

            (b) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or other
      Person, is required for the due execution, delivery or performance by any
      of the Borrower, any Parent Guarantor or


                                      -2-
<PAGE>

      any of their respective Subsidiaries of this Amendment Agreement, the
      Credit Agreement, the Notes, any other Loan Document to which it is a
      party, except as have been duly obtained or made and are in full force and
      effect.

            (c) This Amendment Agreement and the Credit Agreement constitute,
      and the Notes and each other Loan Document executed, or to be executed, by
      any of the Borrower, any Parent Guarantor or any of their respective
      Subsidiaries, as the case may be, constitutes, or will on the due
      execution and delivery thereof constitute, the legal, valid and binding
      obligations of the Borrower and such other Obligor enforceable in
      accordance with their respective terms.

            (d) After giving effect to this Amendment Agreement, neither the
      amendment and restatement of the Existing Credit Agreement effected
      pursuant to this Amendment Agreement nor the execution, delivery,
      performance or effectiveness of this Amendment Agreement, the Credit
      Agreement or any Loan Document impairs the validity, effectiveness or
      priority of the Liens granted pursuant to each Pledge Agreement and each
      Security Agreement (as such terms are defined in the Existing Credit
      Agreement, collectively, the "Security Documents"), and such Liens
      continue unimpaired with the same priority to secure repayment of all
      Obligations (including any Obligations arising in connection with the
      making of the Additional Term C Loan Commitments or the Additional Term C
      Loans), whether heretofore or hereafter incurred. Neither the amendment
      and restatement of the Existing Credit Agreement effected pursuant to this
      Amendment Agreement nor the execution, delivery, performance or
      effectiveness of this Amendment Agreement or the Credit Agreement requires
      that any new filings be made or other action taken to perfect or to
      maintain the perfection of such Liens. Under the foregoing circumstances,
      the position of the Lenders with respect to such Liens, the Collateral (as
      defined in the Security Documents) in which a security interest was
      granted pursuant to the Security Documents, and the ability of the
      Administrative Agent to realize upon such Liens pursuant to the terms of
      the Security Documents have not been adversely affected in any material
      respect by the amendment and restatement of the Existing Credit Agreement
      effected pursuant to this Amendment Agreement or by the execution,
      delivery, performance or effectiveness of this Amendment Agreement or the
      Credit Agreement.

            (e) Both before and immediately after giving effect to this
      Amendment Agreement, no Default has (or will have) occurred and is (or
      will be) continuing, and all of the statements set forth in Section 5.2.1
      of the Credit Agreement are true and correct.


                                      -3-
<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
executed and delivered, and the certification, representations and warranties
contained herein to be made, by its duly Authorized Officer this 17th day of
March, 1999.

                                          DUANE READE INC.


                                                                             By:
                                                Name: William J. Tennant
                                                Title: Senior Vice President

<PAGE>

                                                                       EXHIBIT E
                                                  to Second Amended and Restated
                                                                Credit Agreement

                             COMPLIANCE CERTIFICATE

                                Duane Reade Inc.

      This Compliance Certificate is delivered pursuant to clause (d) of Section
7.1.1 of the Second Amended and Restated Credit Agreement, dated as of March 17,
1999, amending and restating in its entirety that certain Amended and Restated
Credit Agreement, dated as of September 11, 1998 (as amended prior to the
Amendment Effective Date) (as so amended and restated; and together with all
amendments, supplements, restatements and other modifications, if any, from time
to time thereafter made thereto, the "Credit Agreement"), among Duane Reade, a
New York general partnership (the "Borrower"), Duane Reade Inc., a Delaware
corporation ("Holdings"), DRI I Inc., a Delaware corporation ("DRI I" and,
together with Holdings, collectively, the "Parent Guarantors"), the various
financial institutions as are, or may from time to time become, parties thereto
as Lenders, DLJ Capital Funding, Inc., as Syndication Agent, Fleet National
Bank, as Administrative Agent and Credit Lyonnais New York Branch, as
Documentation Agent. Unless otherwise defined herein or the context otherwise
requires, terms used herein or in any of the attachments hereto have the
meanings provided in the Credit Agreement.

      Holdings hereby certifies, represents and warrants in respect of the
period (the "Computation Period") commencing on ________ __ ____, and ending on
________ __ ____ (such latter date being the "Computation Date") that as of the
Computation Date:

            (a) No Default had occurred and was continuing[, except [for
      __________] [and] [as specified below]].

            *[(b) The Net Worth was $____________. The minimum Net Worth
      permitted pursuant to clause (a) of Section 7.2.4 of the Credit Agreement
      on the Computation Date, as computed on Attachment 1 hereto, was
      $____________.]

            (c) The Leverage Ratio was ________, as computed on

--------
* To be included if the Computation Date is on or after the last day of the 1998
Fiscal Year.

<PAGE>

      Attachment 2 hereto. The maximum Leverage Ratio permitted pursuant to
      clause (b) of Section 7.2.4 of the Credit Agreement on the Computation
      Date was ________.

            (d) The Interest Coverage Ratio was ________, as computed on
      Attachment 3 hereto. The minimum Interest Coverage Ratio permitted
      pursuant to clause (c) of Section 7.2.4 of the Credit Agreement on the
      Computation Date was ________.

            (e) The Fixed Charge Coverage Ratio was ________, as computed on
      Attachment 4 hereto. The minimum Fixed Charge Coverage Ratio permitted
      pursuant to clause (d) of Section 7.2.4 of the Credit Agreement on the
      Computation Date was ________.

      The Equipment and Inventory of each Grantor (as each such term is defined
in each Security Agreement) is located as indicated on Item A of Attachment 5
hereto or as set forth on the relevant Item of the relevant Security Agreement
or in a previous Compliance Certificate.

      The chief executive office and principal place of business of each Parent
Guarantor, the Borrower and each of their respective Subsidiaries is located as
indicated on Item B of Attachment 5 hereto or as set forth on the relevant Item
of the relevant Security Agreement or in a previous Compliance Certificate.

      None of the Parent Guarantors, the Borrower and their respective
Subsidiaries have changed their legal name, used any tradename (except as listed
in the relevant Security Agreement) or been the subject of any merger or other
corporate reorganization except (i) as indicated on Item C of Attachment 5
hereto, (ii) as set forth on the relevant Item of the relevant Security
Agreement or (iii) as set forth in a previous Compliance Certificate.

      IN WITNESS WHEREOF, Holdings has caused this Compliance Certificate to be
executed and delivered, and the certification and warranties contained herein to
be made, by its chief [financial] [accounting] Authorized Officer on this ____
day of ________, ____.

                                          DUANE READE INC.


                                          By ____________________________
                                             Title:


                                      -2-
<PAGE>

                                                                    Attachment 1
                                                         (to __/__/__ Compliance
                                                                    Certificate)

                                    NET WORTH
                                 on ___________
                            (the "Computation Date")

Net Worth:
================================================================================
1.    The cumulative Net Income (the net income of Holdings       $_____________
      and its Subsidiaries on a consolidated basis,
      excluding extraordinary and non-recurring gains and
      extraordinary losses incurred in connection with the
      Transaction) for the period from the first day of the
      1998 Fiscal Year to the Computation Date
================================================================================
2.    MINIMUM NET WORTH: The amount which is 50% of Item 1        $_____________
================================================================================

<PAGE>

                                                                    Attachment 2
                                                         (to __/__/__ Compliance
                                                                    Certificate)

                                 LEVERAGE RATIO*
                                 on ___________
                            (the "Computation Date")

Leverage Ratio:
================================================================================
1.    Total Debt of Holdings and its Subsidiaries on a            $_____________
      consolidated basis outstanding on the Computation Date
================================================================================
2.    EBITDA: the sum (without duplication) of:
================================================================================

--------
* For purposes of calculating the Leverage Ratio, the ratio shall be calculated
giving pro forma effect to any acquisition, disposition, merger, consolidation
or discontinued operation (including any related financing transaction) made by
the Borrower or any of its Subsidiaries during the period comprised of the
Fiscal Quarters that are the subject of such calculation as if such acquisition,
disposition, merger, consolidation or discontinued operation (including such
related financing transaction) had been made at the beginning of such period.
Not in limitation of the immediately preceding sentence but in furtherance
thereof, for purposes of such calculation, EBITDA for such period shall be
calculated to (i) include the EBITDA (adjusted to exclude the cost of any
compensation, remuneration or other benefit paid or provided to any employee,
consultant, Affiliate or equity owner of the acquired entities to the extent
such costs are eliminated and not replaced and as determined in good faith by
the chief financial or accounting Authorized Officer of Holdings) attributable
to any business or assets acquired by the Borrower or any of its Subsidiaries
utilizing the actual revenues attributable to such business or assets for such
and the expenses that would have been attributable to such business or assets
had the Borrower acquired such business or assets at the beginning of such
period and (ii) exclude the EBITDA attributable to discontinued operations, as
determined in accordance with GAAP, and operations, businesses and assets
disposed of prior to the end of such period from such calculation, in each case,
as determined in good faith by the signatory hereto.

<PAGE>

================================================================================
      (a)   Net Income (the net income of Holdings and its        $_____________
            Subsidiaries for the Computation Period on a
            consolidated basis, excluding extraordinary and
            non-recurring gains and extraordinary losses
            incurred in connection with the Transaction)
================================================================================
      (b)   The amount deducted in determining Net Income         $_____________
            representing non-cash charges, including
            depreciation, amortization and deferred rent
================================================================================
      (c)   The amount deducted in determining Net Income         $_____________
            representing income taxes (whether actually paid
            or deferred)
================================================================================
      (d)   The amount deducted in determining Net Income         $_____________
            representing Interest Expense (the aggregate
            consolidated interest expense of Holdings and
            its Subsidiaries for the Computation Period, as
            determined in accordance with GAAP, including
            the portion of any payments made in respect of
            Capitalized Lease Liabilities allocable to
            interest expense)
================================================================================
      (e)   The amount deducted in determining Net Income         $_____________
            representing extraordinary or non-recurring
            expenses
================================================================================
      (f)   The amount of all extraordinary or non-recurring      $_____________
            non- cash credits included in determining Net
            Income
================================================================================
      (g)   EBITDA: The sum of Items 2(a) through 2(e) minus      $_____________
            Item 2(f)
================================================================================
3.    LEVERAGE RATIO: ratio of Item 1 to Item 2(g)                        ____:1
================================================================================

<PAGE>

                                                                    Attachment 3
                                                         (to __/__/__ Compliance
                                                                    Certificate)

                            INTEREST COVERAGE RATIO*
                                 on ___________
                            (the "Computation Date")

Interest Coverage Ratio:
================================================================================
1.    EBITDA (see Item 2(g) of Attachment 2)                      $_____________
================================================================================

--------
* For purposes of calculating the Interest Coverage Ratio, the ratio shall be
calculated giving pro forma effect to any acquisition, disposition, merger,
consolidation or discontinued operation (including any related financing
transaction) made by the Borrower or any of its Subsidiaries during the period
comprised of the Fiscal Quarters that are the subject of such calculation as if
such acquisition, disposition, merger, consolidation or discontinued operation
(including such related financing transaction) had been made at the beginning of
such period. Not in limitation of the immediately preceding sentence but in
furtherance thereof, for purposes of such calculation, EBITDA for such period
shall be calculated to (i) include the EBITDA (adjusted to exclude the cost of
any compensation, remuneration or other benefit paid or provided to any
employee, consultant, Affiliate or equity owner of the acquired entities to the
extent such costs are eliminated and not replaced and as determined in good
faith by the chief financial or accounting Authorized Officer of Holdings)
attributable to any business or assets acquired by the Borrower or any of its
Subsidiaries utilizing the actual revenues attributable to such business or
assets for such and the expenses that would have been attributable to such
business or assets had the Borrower acquired such business or assets at the
beginning of such period and (ii) exclude the EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations,
businesses and assets disposed of prior to the end of such period from such
calculation, in each case, as determined in good faith by the signatory hereto.

<PAGE>

================================================================================
2.    The cash portion of Interest Expense (the aggregate         $_____________
      consolidated interest expense of Holdings and its
      Subsidiaries for the Computation Period, as determined
      in accordance with GAAP, including the portion of any
      payments made in respect of Capitalized Lease
      Liabilities allocable to interest expense) (for the
      Computation Period)
================================================================================
3.    INTEREST COVERAGE RATIO: ratio of Item 1 to Item 2                  ____:1
================================================================================

<PAGE>
                                                                    Attachment 4
                                                         (to __/__/__ Compliance
                                                                    Certificate)

                          FIXED CHARGE COVERAGE RATIO*
                                 on ___________
                            (the "Computation Date")

Fixed Charge Coverage Ratio:
================================================================================
1.    EBITDA (see Item 2(g) of Attachment 2)                      $_____________
================================================================================

--------
* For purposes of calculating the Fixed Charge Coverage Ratio, the ratio shall
be calculated giving pro forma effect to any acquisition, disposition, merger,
consolidation or discontinued operation (including any related financing
transaction) made by the Borrower or any of its Subsidiaries during the period
comprised of the Fiscal Quarters that are the subject of such calculation as if
such acquisition, disposition, merger, consolidation or discontinued operation
(including such related financing transaction) had been made at the beginning of
such period. Not in limitation of the immediately preceding sentence but in
furtherance thereof, for purposes of such calculation, EBITDA for such period
shall be calculated to (i) include the EBITDA (adjusted to exclude the cost of
any compensation, remuneration or other benefit paid or provided to any
employee, consultant, Affiliate or equity owner of the acquired entities to the
extent such costs are eliminated and not replaced and as determined in good
faith by the chief financial or accounting Authorized Officer of Holdings)
attributable to any business or assets acquired by the Borrower or any of its
Subsidiaries utilizing the actual revenues attributable to such business or
assets for such and the expenses that would have been attributable to such
business or assets had the Borrower acquired such business or assets at the
beginning of such period and (ii) exclude the EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations,
businesses and assets disposed of prior to the end of such period from such
calculation, in each case, as determined in good faith by the signatory hereto.

<PAGE>

================================================================================
2.    Capital Expenditures of the Borrower and its                $_____________
      Subsidiaries actually made during the Computation
      Period pursuant to clause (a) of Section 7.2.7 of the
      Credit Agreement (excluding Capital Expenditures of
      Holdings and its Subsidiaries constituting Capitalized
      Lease Liabilities and by way of the incurrence of
      Indebtedness permitted pursuant to clause (e) of
      Section 7.2.2 of the Credit Agreement to a vendor of
      any assets permitted to be acquired pursuant to
      Section 7.2.7 of the Credit Agreement to finance the
      acquisition of such assets)
================================================================================
3.    The cash portion of Interest Expense (net of cash           $_____________
      interest income) for the Computation Period
================================================================================
4.    All scheduled payments of principal of the Term Loans       $_____________
      and other term Debt (including the principal component
      of payments in respect of any Capital Lease
      Liabilities) during the Computation Period
================================================================================
5.    All federal, state and foreign income taxes paid or         $_____________
      payable in cash by Holdings and its Subsidiaries
      during the Computation Period
================================================================================
6.    Restricted Payments of the type described in clause         $_____________
      (e) of Section 7.2.6 of the Credit Agreement for the
      Computation Period
================================================================================
7.    The sum (without duplication) of Items 2 through 6          $_____________
================================================================================
8.    FIXED CHARGE COVERAGE RATIO: ratio of Item 1 to Item 7              ____:1
================================================================================

<PAGE>

                                                                    Attachment 5
                                                         (to __/__/__ Compliance
                                                                    Certificate)

Item A.   Change of Location of Equipment

          Name of Parent Guarantor,
           Borrower or Subsidiary          Description              New Location

1.

2.

3.

Item B.  Change of Location of Inventory

          Name of Parent Guarantor,
           Borrower or Subsidiary          Description              New Location

1.

2.

3.

Item C.  Change of Place of Business, etc.

         Name of Parent Guarantor, Borrower or Subsidiary            New Address

1.

2.

3.

Item D.  Change of Trade or Legal Names

         Name of Parent Guarantor,
          Borrower or Subsidiary              New Legal Name      New Trade Name

1.

2.

3.

<PAGE>

                                                                     EXHIBIT F-1
                                                                [CONFORMED COPY]

               AMENDED AND RESTATED PARTNERSHIP SECURITY AGREEMENT

      This AMENDED AND RESTATED PARTNERSHIP SECURITY AGREEMENT (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Security Agreement"), dated as of September 11, 1998 (amending and restating
the Partnership Security Agreement, dated as of February 13, 1998 (the "Existing
Security Agreement")), is made by each of the parties identified on the
signature pages hereto as a "Grantor" (each, individually, a "Grantor", and
collectively, the "Grantors") in favor of FLEET NATIONAL BANK, as administrative
agent (together with its successor(s) thereto, in such capacity, the
"Administrative Agent") for each of the Secured Parties.

                              W I T N E S S E T H:

      WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Credit
Agreement, dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date, the "Existing Credit Agreement") (as so amended and restated,
and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among Duane Reade, a New York general partnership (the "Borrower"
or the "Partnership"), each of the Grantors, the various financial institutions
as are, or may from time to time become, parties thereto (each, individually, a
"Lender", and collectively, the "Lenders"), DLJ Capital Funding, Inc., as the
Syndication Agent, Fleet National Bank, as the Administrative Agent and Credit
Lyonnais New York Branch, as the Documentation Agent, the Lenders and the Issuer
have extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making of the Credit Extensions
under the Existing Credit Agreement, each Grantor was required to execute and
deliver the Existing Security Agreement; and

      WHEREAS, each Grantor has requested that the Existing Security Agreement
be amended and restated in its entirety to read as hereinafter set forth;

      WHEREAS, it is in the best interests of each Grantor to execute this
Security Agreement inasmuch as such Grantor will derive substantial direct and
indirect benefits from the Credit Extensions made and maintained from time to
time to the Borrower by the Lenders and the Issuer pursuant to the Credit
Agreement;

<PAGE>

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make and maintain Credit Extensions to the Borrower pursuant
to the Credit Agreement, and to induce the Secured Parties to enter into Rate
Protection Agreement(s), each Grantor agrees, for the benefit of each Secured
Party, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Security Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Collateral" is defined in Section 2.1.

      "Credit Agreement" is defined in the first recital.

      "Existing Credit Agreement" is defined in the first recital.

      "Existing Security Agreement" is defined in the first recital.

      "Grantor" and "Grantors" are defined in the preamble.

      "Lender" and "Lenders" are defined in the first recital.

      "Partnership" is defined in the first recital.

      "Partnership Agreement" means the Borrower Partnership Agreement as
defined in the Credit Agreement.

      "Secured Obligations" is defined in Section 2.2.

      "Security Agreement" is defined in the preamble.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.


                                      -3-
<PAGE>

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Security Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Security Agreement, including its
preamble and recitals, with such meanings.

                                   ARTICLE II

                                SECURITY INTEREST

      SECTION 2.1. Grant of Security. Each Grantor hereby (x) confirms the
assignments, pledges and grants that it previously made to the Administrative
Agent for its benefit and the ratable benefit of each of the Secured Parties
pursuant to the Existing Security Agreement and (y) not in limitation of such
assignments, pledges and grants but as a supplement thereto, assigns and pledges
to the Administrative Agent for its benefit and the ratable benefit of each of
the Secured Parties, and hereby grants to the Administrative Agent for its
benefit and the ratable benefit of each of the Secured Parties, a security
interest in all of the following, whether now or hereafter existing or acquired
by such Grantor (the "Collateral"):

            (a) all right, title and interest of such Grantor, whether now
      existing or hereafter arising or acquired, in, to and under the
      Partnership Agreement, including such Grantor's rights, now existing or
      hereafter arising or acquired, to receive from time to time its share of
      profits, income, surplus, compensation, return of capital, distributions
      and other reimbursements and payments from the Partnership (including
      specific properties of the Partnership upon dissolution and otherwise and
      all rights and interests as general partner to operate the Partnership);

            (b) all general or limited partnership interests now owned or
      hereafter acquired by such Grantor in the Partnership as a result of
      exchange offers, direct investments or contributions or otherwise;

            (c) such Grantor's accounts, general intangibles and other rights to
      payment or reimbursement, now existing or hereafter arising or acquired,
      from the Partnership, existing or arising from loans, advances or other
      extensions of credit by such Grantor from time to time to or for the
      account of the Partnership, or from services rendered by such Grantor from
      time to time to or for the account of the Partnership; and


                                      -4-
<PAGE>

            (d) all products, offspring, rents, issues, profits, returns, income
      and proceeds of and from any and all of the foregoing Collateral
      (including proceeds which constitute property of the types described in
      clauses (a), (b) and (c), and, to the extent not otherwise included, all
      payments under insurance (whether or not the Administrative Agent is the
      loss payee thereof), or any indemnity, warranty or guaranty, payable by
      reason of loss or damage to or otherwise with respect to any of the
      foregoing Collateral).

      SECTION 2.2. Security for Obligations. This Security Agreement secures the
payment of all Obligations of the Borrower now or hereafter existing under the
Credit Agreement, the Notes and each other Loan Document to which the Borrower
is or may become a party, whether for principal, interest, costs, fees, expenses
or otherwise, and all obligations of each Grantor and each other Obligor now or
hereafter existing under this Security Agreement and each other Loan Document to
which such Grantor or such other Obligor is or may become a party (all such
obligations of the Borrower and such Grantor and such other Obligor being the
"Secured Obligations").

      SECTION 2.3. Continuing Security Interest; Transfer of Notes. This
Security Agreement shall create a continuing security interest in the Collateral
and shall

            (a) remain in full force and effect until payment in full in cash of
      all Secured Obligations, the termination of all Letters of Credit, the
      termination or expiration of all Rate Protection Agreements and the
      termination of all Commitments,

            (b) be binding upon each Grantor, its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the generality of the foregoing clause (c), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all the rights and benefits in respect thereof
granted to such Lender under any Loan Document (including this Security
Agreement) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 11.11 and Article X of
the Credit Agreement. Upon the payment in full in cash of all Secured
Obligations, the termination or expiration of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the security interest granted herein shall terminate and all rights
to the Collateral shall revert to such Grantor. Upon any such termination, the
Administrative Agent will, at such Grantor's sole expense, execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to
evidence such termination.

      SECTION 2.4. Grantors Remain Liable. Anything herein to the contrary
notwithstanding


                                      -5-
<PAGE>

                      (a) each Grantor shall remain liable under the Partnership
         Agreement and the contracts and agreements included in the Collateral
         to the extent set forth therein, and shall perform all of its duties
         and obligations under the Partnership Agreement and such contracts and
         agreements to the same extent as if this Security Agreement had not
         been executed,

            (b) the exercise by the Administrative Agent of any of its rights
      hereunder shall not release any Grantor from any of its duties or
      obligations under the Partnership Agreement and any such contracts or
      agreements included in the Collateral, and

            (c) neither the Administrative Agent nor any other Secured Party
      shall have any obligation or liability under the Partnership Agreement and
      any such contracts or agreements included in the Collateral by reason of
      this Security Agreement, nor shall the Administrative Agent or any other
      Secured Party be obligated to perform any of the obligations or duties of
      any Grantor thereunder or to take any action to collect or enforce any
      claim for payment assigned hereunder.

      SECTION 2.5. Security Interest Absolute. All rights of the Administrative
Agent and the security interests granted to the Administrative Agent hereunder,
and all obligations of each Grantor hereunder, shall be absolute and
unconditional, irrespective of

            (a) any lack of validity or enforceability of the Credit Agreement,
      any Note or any other Loan Document;

            (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            under the provisions of the Credit Agreement, any Note, any other
            Loan Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor of, or collateral securing, any Secured Obligations;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Secured Obligations or any other
      extension, compromise or renewal of any Secured Obligations;

            (d) any reduction, limitation, impairment or termination of any
      Secured Obligations for any reason, including any claim of waiver,
      release, surrender, alteration or compromise, and shall not be subject to
      (and each Grantor hereby waives any right to or claim of) any defense or
      setoff, counterclaim, recoupment or termination whatsoever by reason of
      the invalidity, illegality, nongenuineness, irregularity, compromise,
      unenforceability of, or any other event or occurrence affecting, any
      Secured Obligations


                                      -6-
<PAGE>

      or otherwise;

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit
      Agreement, any Note or any other Loan Document;

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral (including the Collateral), or any amendment to or waiver
      or release of or addition to or consent to departure from any guaranty,
      for any of the Secured Obligations; or

            (g) any other circumstances which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      any other Obligor, any surety or any guarantor.

      SECTION 2.6. Postponement of Subrogation, etc. Each Grantor hereby agrees
that it will not exercise any rights which it may acquire by reason of any
payment made hereunder, whether by way of subrogation, reimbursement or
otherwise, until the prior payment in full in cash of all Secured Obligations,
the termination or expiration of all Letters of Credit, the termination of all
Rate Protection Agreements and the termination of all Commitments. Any amount
paid to any Grantor on account of any payment made hereunder prior to the
payment in full in cash of all Secured Obligations shall be held in trust for
the benefit of the Secured Parties and each holder of a Note and shall
immediately be paid to the Administrative Agent for the benefit of the Secured
Parties and each holder of a Note and credited and applied against the Secured
Obligations, whether matured or unmatured, in accordance with the terms of the
Credit Agreement; provided, however, that if

            (a) such Grantor has made payment to the Administrative Agent for
      the benefit of the Secured Parties and each holder of a Note of all or any
      part of the Secured Obligations, and

            (b) all Secured Obligations have been paid in full in cash, all
      Letters of Credit have been terminated or expired, all Rate Protection
      Agreements have been terminated and all Commitments have been permanently
      terminated,

each Secured Party and each holder of a Note agrees that, at the requesting
Grantor's request, the Administrative Agent, on behalf of the Secured Parties
and the holders of the Notes, will execute and deliver to such Grantor
appropriate documents (without recourse and without representation or warranty)
necessary to evidence the transfer by subrogation to such Grantor of an interest
in the Secured Obligations resulting from such payment by such Grantor. In
furtherance of the foregoing, for so long as any Secured Obligations,
Commitments or Letters of Credit remain outstanding or any Rate Protection
Agreement remains in full force and effect, each Grantor shall refrain from
taking any action or commencing any proceeding against the Borrower or any other


                                      -7-
<PAGE>

Obligor (or its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in respect of payments made
under this Security Agreement to any Secured Party or any holder of a Note.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties. Each Grantor represents and
warrants to each Secured Party insofar as the representations and warranties
contained herein are applicable to such Grantor and its properties, as set forth
in this Article III.

      SECTION 3.2. Ownership, No Liens, etc. Such Grantor owns its Collateral
free and clear of any Lien, security interest, charge or encumbrance except for
the security interest created by this Security Agreement and except as permitted
by the Credit Agreement. No effective financing statement or other instrument
similar in effect covering all or any part of the Collateral is on file in any
recording office, except such as may have been filed in favor of the
Administrative Agent relating to this Security Agreement or as to which a duly
executed termination statement relating to such financing statement or other
similar instrument has been delivered to the Administrative Agent on the Closing
Date.

      SECTION 3.3. Validity, etc. This Security Agreement creates a valid
security interest in the Collateral securing the payment of the Secured
Obligations, and upon the filing of the Uniform Commercial Code financing
statements delivered by each Grantor to the Administrative Agent with respect to
such Collateral, such security interest will be a first priority perfected
security interest. The Partnership Agreement (and all amendments thereto)
constitutes the valid, binding and enforceable obligations of each Grantor a
party thereto, sets forth the entire agreement of the parties thereto with
respect to the subject matter thereof, has not been further amended or modified
and remains in full force and effect.

      SECTION 3.4. Partnership Interests, Profits. The character (general and/or
limited partner) of each Grantor's interest in the Partnership and each
Grantor's percentage interest in the Partnership's profits (with profit
interests as a general and as a limited partner separately stated) are as set
forth in Schedule I hereto, as amended, supplemented or otherwise modified from
time to time with the prior written consent of the Administrative Agent.

      SECTION 3.5. Certificate. No interest of such Grantor in the Partnership
is represented by a certificate of interest or similar instrument, except such
certificates or instruments, if any, as have been delivered to the
Administrative Agent and are held in its possession (and such Grantor covenants
and agrees that any such certificates or instruments hereafter received by such
Grantor with respect to any of the Collateral will be promptly delivered to the
Administrative Agent, together with all necessary instruments or transfer or
assignment, duly executed in blank).


                                      -8-
<PAGE>

         SECTION 3.6. Interest in Partnership Agreements. Such Grantor had and
has the power and legal capacity to execute and carry out the provisions of the
Partnership Agreement. Such Grantor has substantially performed all of its
obligations to date under the Partnership Agreement and has not received notice
of the failure of any other party thereto to perform substantially its
obligations thereunder.

      SECTION 3.7. Location, Records, etc. The chief executive office of such
Grantor and the office where such Grantor keeps its records concerning the
Collateral are located at the addresses specified in Schedule II hereto. During
the four months preceding the Closing Date, such Grantor has not been known by
any legal name different from the one set forth on the signature page hereto
(except as listed on the signature page hereto), nor has such Grantor been the
subject of any merger or other corporate reorganization.

      SECTION 3.8. Authorization, Approval, etc. Except as have been obtained or
made and are in full force and effect (or otherwise provided for to the
satisfaction of the Agents), no authorization, approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either

            (a) for the grant by such Grantor of the security interest granted
      hereby or for the execution, delivery and performance of this Security
      Agreement by such Grantor, or

            (b) for the perfection of or the exercise by the Administrative
      Agent of its rights and remedies hereunder.

      SECTION 3.9. Compliance with Laws. Such Grantor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. Each Grantor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid, any Rate
Protection Agreements shall remain in full force and effect, any Letters of
Credit shall be outstanding or any Lender shall have any outstanding Commitment,
such Grantor will, unless the Required Lenders shall otherwise consent in
writing, perform, comply with and be bound by the obligations set forth in this
Article IV.


                                      -9-
<PAGE>

      SECTION 4.2. Covenants from Other Agreements. Such Grantor will take all
actions necessary to cause the Partnership to perform, comply with and be bound
by all of the agreements, covenants and obligations contained in Article VII of
the Credit Agreement and in any other Loan Document applicable to the
Partnership and its properties. Each such agreement, covenant and obligation
contained in such Article or in any other Loan Document and all other terms of
the Credit Agreement and the Loan Documents to which reference is made therein,
together with all related definitions and ancillary provisions, is hereby
incorporated into this Security Agreement by reference as though specifically
set forth in this Section, and each such agreement, covenant and obligation
shall, for purposes hereof, survive the termination of the Credit Agreement and
the Loan Documents (other than this Security Agreement).

      SECTION 4.3. Maintenance of Records. Such Grantor will keep, at its
address indicated on Schedule II hereto, all of its records concerning the
Collateral, which records will be of such character as will enable the
Administrative Agent or its designees to determine at any time the status
thereof, or, upon 30 days' prior written notice to the Administrative Agent, at
such other locations in a jurisdiction where all actions necessary to (a)
perfect, preserve and protect any security interest granted or purported to be
granted hereby and (b) enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder, shall have been taken. Such Grantor shall not
change its name except upon 30 days' prior written notice to the Administrative
Agent and shall hold and preserve such records concerning the Collateral and
permit representatives of the Administrative Agent at any time during normal
business hours to inspect and make abstracts from such records.

      SECTION 4.4. Amendment of Partnership Agreement. Such Grantor will not
amend, supplement or otherwise modify, or permit, consent or suffer to occur any
amendment, supplement or modification of any terms or provisions contained in,
or applicable to, the Partnership Agreement, if the effect thereof is to impair,
or is in any manner adverse to, the rights or interests of any Secured Party
under the Credit Agreement or any other Loan Document, without the prior written
consent of the Administrative Agent and the Required Lenders.

      SECTION 4.5. Withdraw from Partnership. No Grantor will, without the
express written consent of the Administrative Agent and the Lenders, actively
cause itself to withdraw as a general partner or limited partner, as the case
may be, of the Partnership.

      SECTION 4.6. Transfers and Other Liens. Such Grantor shall not

            (a) sell, assign (by operation of law or otherwise) or otherwise
      dispose of any of the Collateral; or

            (b) create or suffer to exist any Lien or other charge or
      encumbrance upon or with respect to any of the Collateral to secure
      Indebtedness of any Person or entity, except for the security interest
      created by this Security Agreement and except as permitted by the


                                      -10-
<PAGE>

      Credit Agreement.

      SECTION 4.7. Further Assurances, etc. Such Grantor agrees that, from time
to time at its own expense, such Grantor will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Administrative Agent may request, in order
to perfect, preserve and protect any security interest granted or purported to
be granted hereby or to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral. Without
limiting the generality of the foregoing, such Grantor will

            (a) execute and file such financing or continuation statements, or
      amendments thereto, and such other instruments or notices (including any
      assignment of claim form under or pursuant to the federal assignment of
      claims statute, 31 U.S.C. ss. 3726, any successor or amended version
      thereof or any regulation promulgated under or pursuant to any version
      thereof), as may be necessary or desirable, or as the Administrative Agent
      may request, in order to perfect and preserve the security interests and
      other rights granted or purported to be granted to the Administrative
      Agent hereby; and

            (b) furnish to the Administrative Agent, from time to time at the
      Administrative Agent's request, statements and schedules further
      identifying and describing the Collateral and such other reports in
      connection with the Collateral as the Administrative Agent may reasonably
      request, all in reasonable detail.

With respect to the foregoing and the grant of the security interest hereunder,
such Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of such Grantor where permitted
by law. A carbon, photographic or other reproduction of this Security Agreement
or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. Each Grantor
hereby irrevocably appoints the Administrative Agent such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, from time to time in the
Administrative Agent's discretion, following the occurrence and continuation of
a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an
Event of Default, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Security Agreement,


                                      -11-
<PAGE>

including:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above;

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral;
      and

            (d) to perform the affirmative obligations of such Grantor hereunder
      (including all obligations of such Grantor pursuant to Section 4.7).

Such Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

      SECTION 5.2. Administrative Agent May Perform. If any Grantor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by such
Grantor pursuant to Section 6.2.

      SECTION 5.3. Administrative Agent Has No Duty. In addition to, and not in
limitation of, Section 2.4, the powers conferred on the Administrative Agent
hereunder are solely to protect its interest (on behalf of the Secured Parties)
in the Collateral and shall not impose any duty on it to exercise any such
powers. Except for reasonable care of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Administrative
Agent shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as any Grantor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI


                                      -12-
<PAGE>

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may

                  (i) require each Grantor to, and such Grantor hereby agrees
            that it will, at its expense and upon request of the Administrative
            Agent forthwith, assemble all or part of the Collateral as directed
            by the Administrative Agent and make it available to the
            Administrative Agent at a place to be designated by the
            Administrative Agent which is reasonably convenient to all parties,
            and

                  (ii) without notice except as specified below, sell the
            Collateral or any part thereof at public or private sale, at any of
            the Administrative Agent's offices or elsewhere, for cash, on credit
            or for future delivery, and upon such other terms as the
            Administrative Agent may deem commercially reasonable. Each Grantor
            agrees that, to the extent notice of sale shall be required by law,
            at least ten days' prior notice to such Grantor of the time and
            place of any public sale or the time after which any private sale is
            to be made shall constitute reasonable notification. The
            Administrative Agent shall not be obligated to make any sale of
            Collateral regardless of notice of sale having been given. The
            Administrative Agent may adjourn any public or private sale from
            time to time by announcement at the time and place fixed therefor,
            and such sale may, without further notice, be made at the time and
            place to which it was so adjourned.

            (b) All cash proceeds received by the Administrative Agent in
      respect of any sale of, collection from, or other realization upon, all or
      any part of the Collateral shall be applied by the Administrative Agent
      against, all or any part of the Obligations as follows:

                  (i) first, to the payment of any amounts payable to the
            Administrative Agent pursuant to Section 11.3 of the Credit
            Agreement and Section 6.2;

                  (ii) second, to the equal and ratable payment of Obligations,
            in accordance with each Secured Party's Obligations owing to it
            under or pursuant to the Credit Agreement or any other Loan
            Document, or under or pursuant to any Hedging Obligation included in
            the Obligations as to each Secured Party, applied

                        (A) first to fees and expense reimbursements then due to
                  such Secured Party,


                                      -13-
<PAGE>

                        (B) then to interest due to such Secured Party,

                        (C) then to pay or prepay principal of the Loans owing
                  to, or to reduce the "credit exposure" of, such Secured Party
                  under such Hedging Obligation, as the case may be, and

                        (D) then to pay the remaining outstanding Obligations
                  and cash collateralize all Letter of Credit Outstandings;

                  (iii) third, without duplication of any amounts paid pursuant
            to clause (b)(ii) above, to the Indemnified Parties to the extent of
            any amounts owing pursuant to Section 11.4 of the Credit Agreement;
            and

                  (iv) fourth, to be held as additional collateral security
            until the payment in full in cash of all of the Obligations, the
            termination or expiration of all Letters of Credit, the termination
            of all Rate Protection Agreements and the termination of all
            Commitments, after which such remaining cash proceeds shall be paid
            over to the applicable Grantor or to whomsoever may be lawfully
            entitled to receive such surplus.

      For purposes of this Security Agreement, the "credit exposure" at any time
      of any Secured Party with respect to a Hedging Obligation to which such
      Secured Party is a party shall be determined at such time in accordance
      with the customary methods of calculating credit exposure under similar
      arrangements by the counterparty to such arrangements, taking into account
      potential interest rate movements and the respective termination
      provisions and notional principal amount and term of such Hedging
      Obligation.

      SECTION 6.2. Indemnity and Expenses.

            (a) Each Grantor jointly and severally agrees to indemnify the
      Administrative Agent from and against any and all claims, losses and
      liabilities arising out of or resulting from this Security Agreement
      (including enforcement of this Security Agreement), except claims, losses
      or liabilities resulting from the Administrative Agent's gross negligence
      or wilful misconduct.

            (b) Each Grantor will upon demand pay to the Administrative Agent
      the amount of any and all reasonable expenses, including the reasonable
      fees and disbursements of its counsel and of any experts and agents, which
      the Administrative Agent may incur in connection with

                  (i) the administration of this Security Agreement,


                                      -14-
<PAGE>

                  (ii) the custody, preservation, use or operation of, or the
            sale of, collection from, or other realization upon, any of the
            Collateral,

                  (iii) the exercise or enforcement of any of the rights of the
            Administrative Agent or the Secured Parties hereunder, and

                  (iv) the failure by any Grantor to perform or observe any of
            the provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Security Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments; etc. No amendment to or waiver of any provision
of this Security Agreement nor consent to any departure by any Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be) and by the Guarantor in the case of an amendment, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

      SECTION 7.3. Addresses for Notices. All notices and other communications
provided for hereunder to any party hereto shall be in writing (including
telegraphic communication) and mailed or telecopied or delivered to such party,
addressed to such party at its address specified in the Credit Agreement. All
such notices and other communications, when mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice or communication, if
transmitted by telecopier, shall be deemed given when transmitted and
electronically confirmed.

      SECTION 7.4. Section Captions. Section captions used in this Security
Agreement are for convenience of reference only, and shall not affect the
construction of this Security Agreement.

      SECTION 7.5. Severability. Wherever possible each provision of this
Security Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Security Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Security Agreement.


                                      -15-
<PAGE>

      SECTION 7.6. Counterparts. This Security Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.7. Governing Law, Entire Agreement, etc. THIS SECURITY AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR
ORAL, WITH RESPECT THERETO.


                                      -16-
<PAGE>

      IN WITNESS WHEREOF, each Grantor has caused this Security Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.

                                              GRANTORS:

                                              DUANE READE INC., a Delaware
                                                 corporation


                                              By /s/ William J. Tennant
                                                 Name:  William J. Tennant
                                                 Title:  Senior Vice President



                                              DRI I INC., a Delaware corporation


                                              By /s/ William J. Tennant
                                                 Name:  William J. Tennant
                                                 Title:  Senior Vice President



                                              FLEET NATIONAL BANK,
                                                as Administrative Agent


                                              By /s/ A. Glen Kewley
                                                 Name:  A. Glen Kewley
                                                 Title:  A.V.P.


                                      -17-
<PAGE>

                                                                   SCHEDULE I to
                                                            Partnership Security
                                                                       Agreement


                                      TYPE OF                      PERCENTAGE OF
                                    PARTNERSHIP                    ALL INTERESTS
NAME OF GRANTOR                   INTEREST PLEDGED                    PLEDGED
---------------                   ----------------                    -------
Duane Reade Inc.                      General                           99%

  DRI I Inc.                          General                           1%

<PAGE>

                                                                  SCHEDULE II to
                                                            Partnership Security
                                                                       Agreement

                             Chief Executive Office

DUANE READE INC.             440 Ninth Avenue
                             New York, New York 10001


DRI I INC.                   440 Ninth Avenue
                             New York, New York 10001

<PAGE>

                                                                     EXHIBIT F-2
                                                                [CONFORMED COPY]

                AMENDED AND RESTATED BORROWER SECURITY AGREEMENT

      This AMENDED AND RESTATED BORROWER SECURITY AGREEMENT (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Security Agreement"), dated as of September 11, 1998 (amending and restating
the Borrower Security Agreement, dated as of February 13, 1998 (the "Existing
Security Agreement")), is made by DUANE READE, a New York general partnership
(the "Grantor"), in favor of FLEET NATIONAL BANK, as administrative agent
(together with its successor(s) thereto, in such capacity the "Administrative
Agent") for each of the Secured Parties.

                              W I T N E S S E T H:

      WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Credit
Agreement, dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date, the "Existing Credit Agreement") (as so amended and restated,
and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among the Grantor, each of the Parent Guarantors named therein, the
various financial institutions as are, or may from time to time become, parties
thereto (each individually a "Lender" and collectively the "Lenders"), DLJ
Capital Funding, Inc., as the Syndication Agent, Fleet National Bank, as the
Administrative Agent and Credit Lyonnais New York Branch, as the Documentation
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions to the Grantor;

      WHEREAS, as a condition precedent to the making of the Credit Extensions
under the Existing Credit Agreement, the Grantor was required to execute and
deliver the Existing Security Agreement; and

      WHEREAS, the Grantor has requested that the Existing Security Agreement be
amended and restated in its entirety to read as hereinafter set forth;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make and maintain Credit Extensions to the Grantor pursuant to
the Credit Agreement and to induce the Secured Parties to enter into Rate
Protection Agreement(s), the Grantor agrees, for the benefit of each Secured
Party, as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Security Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Collateral" is defined in Section 2.1.

      "Collateral Account" is defined in Section 4.3(b).

      "Computer Hardware and Software Collateral" means:

            (a) all computer and other electronic data processing hardware,
      integrated computer systems, central processing units, memory units,
      display terminals, printers, features, computer elements, card readers,
      tape drives, hard and soft disk drives, cables, electrical supply
      hardware, generators, power equalizers, accessories and all peripheral
      devices and other related computer hardware;

            (b) all software programs (including both source code, object code
      and all related applications and data files), whether now owned, licensed
      or leased or hereafter acquired by the Grantor, designed for use on the
      computers and electronic data processing hardware described in clause (a)
      above;

            (c) all firmware associated therewith;

            (d) all documentation (including flow charts, logic diagrams,
      manuals, guides and specifications) with respect to such hardware,
      software and firmware described in the preceding clauses (a) through (c);
      and

            (e) all rights with respect to all of the foregoing, including any
      and all copyrights, licenses, options, warranties, service contracts,
      program services, test rights, maintenance rights, support rights,
      improvement rights, renewal rights and indemnifications and any
      substitutions, replacements, additions or model conversions of any of the
      foregoing.

      "Copyright Collateral" means all copyrights (including all copyrights for
semiconductor chip product mask works) of the Grantor, whether statutory or
common


                                      -2-
<PAGE>

law, registered or unregistered, now or hereafter in force throughout the world
including all of the Grantor's right, title and interest in and to all
copyrights registered in the United States Copyright Office or anywhere else in
the world and also including the copyrights referred to in Item A of Schedule IV
attached hereto, and all applications for registration thereof, whether pending
or in preparation, all copyright licenses, including each copyright license
referred to in Item B of Schedule IV attached hereto, the right to sue for past,
present and future infringements of any thereof, all rights corresponding
thereto throughout the world, all extensions and renewals of any thereof and all
proceeds of the foregoing, including licenses, royalties, income, payments,
claims, damages and proceeds of suit.

      "Credit Agreement" is defined in the first recital.

      "Equipment" is defined in clause (a) of Section 2.1.

      "Existing Credit Agreement" is defined in the first recital.

      "Existing Security Agreement" is defined in the preamble.

      "Grantor" is defined in the preamble.

      "Intellectual Property Collateral" means, collectively, the Computer
Hardware and Software Collateral, the Copyright Collateral, the Patent
Collateral, the Trademark Collateral and the Trade Secrets Collateral.

      "Inventory" is defined in clause (b) of Section 2.1

      "Lender" and "Lenders" are defined in the first recital.

      "Patent Collateral" means:

            (a) all letters patent and applications for letters patent
      throughout the world, including all patent applications in preparation for
      filing anywhere in the world and including each patent and patent
      application referred to in Item A of Schedule II attached hereto;

            (b) all reissues, divisions, continuations, continuations-in-part,
      extensions, renewals and reexaminations of any of the items described in
      clause (a);

            (c) all patent licenses, including each patent license referred to
      in Item B of Schedule II attached hereto; and

            (d) all proceeds of, and rights associated with, the foregoing
      (including license royalties and proceeds of infringement suits), the
      right to sue third parties


                                      -3-
<PAGE>

      for past, present or future infringements of any patent or patent
      application, including any patent or patent application referred to in
      Item A of Schedule II attached hereto, and for breach or enforcement of
      any patent license, including any patent license referred to in Item B of
      Schedule II attached hereto, and all rights corresponding thereto
      throughout the world.

      "Receivables" is defined in clause (c) of Section 2.1.

      "Related Contracts" is defined in clause (c) of Section 2.1.

      "Security Agreement" is defined in the preamble.

      "Trademark Collateral" means:

            (a) all trademarks, trade names, corporate names, company names,
      business names, fictitious business names, trade styles, service marks,
      certification marks, collective marks, logos, other source of business
      identifiers, prints and labels on which any of the foregoing have appeared
      or appear, designs and general intangibles of a like nature (all of the
      foregoing items in this clause (a) being collectively called a
      "Trademark"), now existing anywhere in the world or hereafter adopted or
      acquired, whether currently in use or not, all registrations and
      recordings thereof and all applications in connection therewith, whether
      pending or in preparation for filing, including registrations, recordings
      and applications in the United States Patent and Trademark Office or in
      any office or agency of the United States of America or any State thereof
      or any foreign country, including those referred to in Item A of Schedule
      III attached hereto;

            (b) all Trademark licenses, including each Trademark license
      referred to in Item B of Schedule III attached hereto;

            (c) all reissues, extensions or renewals of any of the items
      described in clauses (a) and (b);

            (d) all of the goodwill of the business connected with the use of,
      and symbolized by the items described in, clauses (a) and (b); and

            (e) all proceeds of, and rights associated with, the foregoing,
      including any claim by the Grantor against third parties for past, present
      or future infringement or dilution of any Trademark, Trademark
      registration or Trademark license, including any Trademark, Trademark
      registration or Trademark license referred to in Item A and Item B of
      Schedule III attached hereto, or for any injury to the goodwill associated
      with the use of any such Trademark or for breach or enforcement of any
      Trademark license.


                                      -4-
<PAGE>

      "Trade Secrets Collateral" means all common law and statutory trade
secrets and all other confidential or proprietary or useful information and all
know-how obtained by or used in or contemplated at any time for use in the
business of the Grantor (all of the foregoing being collectively called a "Trade
Secret"), whether or not such Trade Secret has been reduced to a writing or
other tangible form, including all documents and things embodying, incorporating
or referring in any way to such Trade Secret, all Trade Secret licenses,
including each Trade Secret license referred to in Schedule V attached hereto,
and including the right to sue for and to enjoin and to collect damages for the
actual or threatened misappropriation of any Trade Secret and for the breach or
enforcement of any such Trade Secret license.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Security Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Security Agreement, including its
preamble and recitals, with such meanings.

                                   ARTICLE II

                                SECURITY INTEREST

      SECTION 2.1. Grant of Security. The Grantor hereby (x) confirms the
assignments, pledges and grants that it previously made to the Administrative
Agent for its benefit and the ratable benefit of each of the Secured Parties
pursuant to the Existing Security Agreement and (y) not in limitation of such
assignments, pledges and grants but as a supplement thereto, assigns and pledges
to the Administrative Agent for its benefit and the ratable benefit of each of
the Secured Parties, and hereby grants to the Administrative Agent for its
benefit and the ratable benefit of each of the Secured Parties, a security
interest in all of the following, whether now or hereafter existing or acquired
by the Grantor (the "Collateral"):

            (a) all equipment in all of its forms of the Grantor, wherever
      located, including all parts thereof and all accessions, additions,
      attachments, improvements, substitutions and replacements thereto and
      therefor and all accessories related thereto (any and all of the foregoing
      being the "Equipment");


                                      -5-
<PAGE>

            (b) all inventory in all of its forms of the Grantor, wherever
      located, including

                  (i) all raw materials and work in process therefor, finished
            goods thereof, and materials used or consumed in the manufacture or
            production thereof,

                  (ii) all goods in which the Grantor has an interest in mass or
            a joint or other interest or right of any kind (including goods in
            which the Grantor has an interest or right as consignee), and

                  (iii) all goods which are returned to or repossessed by the
            Grantor, and all accessions thereto, products thereof and documents
            therefor (any and all such inventory, materials, goods, accessions,
            products and documents being the "Inventory");

            (c) all accounts, contracts, contract rights, chattel paper,
      documents, instruments, and general intangibles (including tax refunds) of
      the Grantor, whether or not arising out of or in connection with the sale
      or lease of goods or the rendering of services, and all rights of the
      Grantor now or hereafter existing in and to all security agreements,
      guaranties, leases and other contracts securing or otherwise relating to
      any such accounts, contracts, contract rights, chattel paper, documents,
      instruments, and general intangibles (any and all such accounts,
      contracts, contract rights, chattel paper, documents, instruments, and
      general intangibles being the "Receivables" (provided, however, that
      Receivables shall not include Prescription Receivables sold to Pharmacy
      Fund pursuant to the Rapid Remit Program), and any and all such security
      agreements, guaranties, leases and other contracts being the "Related
      Contracts") (provided, however, that Related Contracts shall not include
      the Rapid Remit Program Documents);

            (d) all Intellectual Property Collateral of the Grantor;

            (e) all books, records, writings, data bases, information and other
      property relating to, used or useful in connection with, evidencing,
      embodying, incorporating or referring to, any of the foregoing in this
      Section 2.1;

            (f) all of the Grantor's other property and rights of every kind and
      description and interests therein; and

            (g) all products, offspring, rents, issues, profits, returns, income
      and proceeds of and from any and all of the foregoing Collateral
      (including proceeds which constitute property of the types described in
      clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to
      time in the Collateral Account and in


                                      -6-
<PAGE>

      any lock boxes of the Grantor, and, to the extent not otherwise included,
      all payments under insurance (whether or not the Administrative Agent is
      the loss payee thereof), or any indemnity, warranty or guaranty, payable
      by reason of loss or damage to or otherwise with respect to any of the
      foregoing Collateral).

Notwithstanding the foregoing, "Collateral" shall not include any general
intangibles or other rights arising under any contracts, instruments, licenses
or other documents as to which the grant of a security interest would constitute
a violation of a valid and enforceable restriction in favor of a third party on
such grant, unless and until any required consents shall have been obtained. The
Grantor agrees to use its commercially reasonable best efforts to obtain any
such required consent.

      SECTION 2.2. Security for Obligations. This Security Agreement secures the
payment of all Obligations of the Grantor now or hereafter existing under the
Credit Agreement, the Notes and each other Loan Document to which the Grantor is
or may become a party, whether for principal, interest, costs, fees, expenses or
otherwise.

      SECTION 2.3. Continuing Security Interest; Transfer of Notes. This
Security Agreement shall create a continuing security interest in the Collateral
and shall

            (a) remain in full force and effect until payment in full in cash of
      all Obligations, the termination or expiration of all Letters of Credit,
      the termination of all Rate Protection Agreements and the termination of
      all Commitments,

            (b) be binding upon the Grantor, its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the generality of the foregoing clause (c), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all the rights and benefits in respect thereof
granted to such Lender under any Loan Document (including this Security
Agreement) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 11.11 and Article X of
the Credit Agreement. Upon the payment in full in cash of all Obligations, the
termination or expiration of all Letters of Credit, the termination of all Rate
Protection Agreements and the termination of all Commitments, the security
interest granted herein shall terminate and all rights to the Collateral shall
revert to the Grantor. Upon any such termination, the Administrative Agent will,
at the Grantor's sole expense, execute and deliver to the Grantor such documents
as the Grantor shall reasonably request to evidence such termination. Upon any
sale or other transfer of


                                      -7-
<PAGE>

Collateral permitted by the terms of Section 7.2.9 of the Credit Agreement, the
security interest created hereunder in such Collateral (but not in the proceeds
thereof) shall be deemed to be automatically released and the Administrative
Agent will, at the Grantor's sole expense, execute and deliver to the Grantor
such documents as the Grantor shall reasonably request to evidence such release.

      SECTION 2.4. Grantor Remains Liable. Anything herein to the contrary
notwithstanding

            (a) the Grantor shall remain liable under the contracts and
      agreements included in the Collateral to the extent set forth therein, and
      shall perform all of its duties and obligations under such contracts and
      agreements to the same extent as if this Security Agreement had not been
      executed,

            (b) the exercise by the Administrative Agent of any of its rights
      hereunder shall not release the Grantor from any of its duties or
      obligations under any such contracts or agreements included in the
      Collateral, and

            (c) neither the Administrative Agent nor any other Secured Party
      shall have any obligation or liability under any such contracts or
      agreements included in the Collateral by reason of this Security
      Agreement, nor shall the Administrative Agent or any other Secured Party
      be obligated to perform any of the obligations or duties of the Grantor
      thereunder or to take any action to collect or enforce any claim for
      payment assigned hereunder.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties. The Grantor represents and
warrants to each Secured Party as set forth in this Article III.

      SECTION 3.2. Location of Collateral, etc. All of the Equipment, Inventory
and lock boxes of the Grantor are located at the places specified in Item A,
Item B and Item C, respectively, of Schedule I hereto. None of the Equipment and
Inventory has, within the four months preceding the Closing Date (if then owned
by the Grantor), been located at any place other than the places specified in
Item A and Item B, respectively, of Schedule I hereto except as set forth in a
footnote thereto. The place(s) of business and chief executive office of the
Grantor and the office(s) where the Grantor keeps its records concerning the
Receivables, and all originals of all chattel paper which evidence Receivables,
are located at the address set forth in Item D of Schedule I hereto. The Grantor
has no trade names other than those set forth in Item E of Schedule I hereto.
During the four months preceding the Closing Date, the Grantor has not been
known by any legal name different from the one set forth on the signature


                                      -8-
<PAGE>

page hereto, nor has the Grantor been the subject of any merger or other
corporate reorganization, except as set forth in Item F of Schedule I hereto. If
the Collateral includes any Inventory located in the State of California, the
Grantor is not a "retail merchant" within the meaning of Section 9102 of the
Uniform Commercial Code - Secured Transactions of the State of California. All
Receivables evidenced by a promissory note or other instrument, negotiable
document or chattel paper have been duly endorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and substance
satisfactory to the Administrative Agent and delivered and pledged to the
Administrative Agent pursuant to Section 4.8. The Grantor is not a party to any
Federal, state or local government contract except as set forth in Item G of
Schedule I hereto.

      SECTION 3.3. Ownership, No Liens, etc. The Grantor owns its Collateral
free and clear of any Lien, security interest, charge or encumbrance except for
the security interest created by this Security Agreement and except as permitted
by the Credit Agreement. No effective financing statement or other instrument
similar in effect covering all or any part of the Collateral is on file in any
recording office, except such as may have been filed in favor of the
Administrative Agent relating to this Security Agreement or as have been filed
in connection with Liens permitted pursuant to Section 7.2.3 of the Credit
Agreement or as to which a duly executed termination statement relating to such
financing statement or other instrument has been delivered to the Administrative
Agent on the Closing Date.

      SECTION 3.4. Possession and Control. The Grantor has exclusive possession
and control of its Equipment and Inventory.

      SECTION 3.5. Negotiable Documents, Instruments and Chattel Paper. The
Grantor has, contemporaneously herewith, delivered to the Administrative Agent
possession of all originals of all negotiable documents, instruments and chattel
paper currently owned or held by the Grantor (duly endorsed in blank, if
requested by the Administrative Agent).

      SECTION 3.6. Intellectual Property Collateral. With respect to any
Intellectual Property Collateral the loss, impairment or infringement of which
might have a Material Adverse Effect:

            (a) such Intellectual Property Collateral is subsisting and has not
      been adjudged invalid or unenforceable, in whole or in part;

            (b) such Intellectual Property Collateral is valid and enforceable;

            (c) the Grantor has made all necessary filings and recordations to
      protect its interest in such Intellectual Property Collateral, including
      recordations of all of its interests in the Patent Collateral and
      Trademark Collateral in the United


                                      -9-
<PAGE>

      States Patent and Trademark Office and in corresponding offices in
      countries in which the failure to so file and/or record could reasonably
      be expected to have a Material Adverse Effect and its claims to the
      Copyright Collateral in the United States Copyright Office and in
      corresponding offices in countries in which the failure to so file and/or
      record could reasonably be expected to have a Material Adverse Effect;

            (d) the Grantor is the exclusive owner of the entire and
      unencumbered right, title and interest in and to such Intellectual
      Property Collateral and no claim has been made that the use of such
      Intellectual Property Collateral does or may violate the asserted rights
      of any third party; and

            (e) the Grantor has performed and will continue to perform all acts
      and has paid and will continue to pay all required fees and taxes to
      maintain each and every such item of Intellectual Property Collateral in
      full force and effect throughout the world, as applicable.

The Grantor owns directly or is entitled to use by license or otherwise, all
patents, Trademarks, Trade Secrets, copyrights, mask works, licenses,
technology, know-how, processes and rights with respect to any of the foregoing
used in, necessary for or of importance to the conduct of the Grantor's
business.

      SECTION 3.7. Validity, etc. This Security Agreement creates a valid first
priority security interest in the Collateral securing the payment of the
Obligations, and

            (a) in the case of Collateral comprised of certificated securities
      or instruments, upon the delivery of such Collateral to the Administrative
      Agent, such security interest will be a first priority perfected security
      interest;

            (b) in the case of Collateral comprised of uncertificated securities
      with respect to which a security interest therein may not be perfected
      under applicable law by the filing of a Uniform Commercial Code financing
      statement, upon a "transfer" (as such term is used in Section 8-313 of the
      U.C.C.) of such Collateral to the Administrative Agent, such security
      interest will be a first priority perfected security interest; and

            (c) in the case of all other Collateral, upon the filing of the
      Uniform Commercial Code financing statements delivered by the Grantor to
      the Administrative Agent with respect to such Collateral, such security
      interest will be a first priority perfected security interest.

The Grantor has filed all Uniform Commercial Code financing statements referred
to above in the appropriate offices therefor (or has provided the Administrative
Agent with copies thereof suitable for filing in such offices), and has taken
all of the other actions


                                      -10-
<PAGE>

referred to above necessary to create perfected, first-priority security
interests in the applicable Collateral.

      SECTION 3.8. Authorization, Approval, etc. Except as have been obtained or
made and are in full force and effect (or otherwise provided for to the
satisfaction of the Agents), no authorization, approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either

            (a) for the grant by the Grantor of the security interest granted
      hereby or for the execution, delivery and performance of this Security
      Agreement by the Grantor, or

            (b) for the perfection of or the exercise by the Administrative
      Agent of its rights and remedies hereunder.

      SECTION 3.9. Compliance with Laws. The Grantor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. The Grantor covenants and agrees that, so
long as any portion of the Obligations shall remain unpaid, any Letters of
Credit shall be outstanding, any Rate Protection Agreements shall remain in full
force and effect, or any Lender shall have any outstanding Commitment, the
Grantor will, unless the Required Lenders shall otherwise consent in writing,
perform, comply with and be bound by the obligations set forth in this Article
IV.

      SECTION 4.2. As to Equipment and Inventory. The Grantor hereby agrees that
it shall

            (a) keep all the Equipment and Inventory (other than Inventory sold
      in the ordinary course of business) at the places therefor specified in
      Section 3.2 or, upon 30 days' prior written notice to the Administrative
      Agent, at such other places in a jurisdiction where all representations
      and warranties set forth in Article III (including Section 3.7) shall be
      true and correct, and all action required pursuant to the first sentence
      of Section 4.8 shall have been taken with respect to the Equipment and
      Inventory;


                                      -11-
<PAGE>

            (b) cause the Equipment to be maintained and preserved as required
      by Section 7.1.3 of the Credit Agreement; and promptly furnish to the
      Administrative Agent a statement respecting any loss or damage to any of
      such material Equipment; and

            (c) pay promptly when due all property and other material taxes,
      assessments and governmental charges or levies imposed upon, and all
      claims (including claims for labor, materials and supplies) against, the
      Equipment and Inventory, except to the extent the validity thereof is
      being contested in good faith by appropriate proceedings and for which
      adequate reserves in accordance with GAAP have been set aside.

      SECTION 4.3. As to Receivables.

            (a) The Grantor shall keep its place(s) of business and chief
      executive office and the office(s) where it keeps its records concerning
      the Receivables, and all originals of all chattel paper which evidences
      Receivables, located at the address(es) set forth in Item D of Schedule I
      hereto, or, upon 30 days' prior written notice to the Administrative
      Agent, at such other locations in a jurisdiction where all actions
      required by the first sentence of Section 4.8 shall have been taken with
      respect to the Receivables; not change its name except upon 30 days' prior
      written notice to the Administrative Agent; hold and preserve such records
      and chattel paper; and permit representatives of the Administrative Agent
      at any time during normal business hours to inspect and make abstracts
      from such records and chattel paper. In addition, the Grantor shall give
      the Administrative Agent a supplement to Schedule I hereto on each date a
      Compliance Certificate is required to be delivered to the Administrative
      Agent under the Credit Agreement, which shall set forth any changes to the
      information set forth in Section 3.2.

            (b) Upon written notice by the Administrative Agent to the Grantor
      pursuant to this Section 4.3(b), all proceeds of Collateral received by
      the Grantor shall be delivered in kind to the Administrative Agent for
      deposit to a deposit account (the "Collateral Account") of the Grantor
      maintained with the Administrative Agent, and the Grantor shall not
      commingle any such proceeds, and shall hold separate and apart from all
      other property, all such proceeds in express trust for the benefit of the
      Administrative Agent until delivery thereof is made to the Administrative
      Agent. The Administrative Agent will not give the notice referred to in
      the preceding sentence unless there shall have occurred and be continuing
      a Default of the nature set forth in Section 8.1.9 of the Credit Agreement
      or an Event of Default.

            (c) The Administrative Agent shall have the right to apply any
      amount in


                                      -12-
<PAGE>

      the Collateral Account to the payment of any Obligations which are due and
      payable or payable upon demand, or to the payment of any Obligations at
      any time that an Event of Default shall exist.

      SECTION 4.4. As to Collateral.

            (a) Until the occurrence and continuance of a Default of the nature
      set forth in Section 8.1.9 of the Credit Agreement or an Event of Default,
      and such time as the Administrative Agent shall notify the Grantor of the
      revocation of such power and authority the Grantor (i) may in the ordinary
      course of its business (except as otherwise permitted under the Credit
      Agreement), at its own expense, sell, lease or furnish under the contracts
      of service any of the Inventory normally held by the Grantor for such
      purpose, and use and consume, in the ordinary course of its business
      (except as otherwise permitted under the Credit Agreement), any raw
      materials, work in process or materials normally held by the Grantor for
      such purpose, (ii) will, at its own expense, endeavor to collect, as and
      when due, all amounts due with respect to any of the Collateral, including
      the taking of such action with respect to such collection as the
      Administrative Agent may reasonably request following the occurrence of a
      Default of the nature set forth in Section 8.1.9 of the Credit Agreement
      or an Event of Default or, in the absence of such request, as the Grantor
      may deem advisable, and (iii) may grant, in the ordinary course of
      business (except as otherwise permitted under the Credit Agreement), to
      any party obligated on any of the Collateral, any rebate, refund or
      allowance to which such party may be lawfully entitled, and may accept, in
      connection therewith, the return of goods, the sale or lease of which
      shall have given rise to such Collateral. The Administrative Agent,
      however, may, at any time following a Default of the nature set forth in
      Section 8.1.9 of the Credit Agreement or an Event of Default, whether
      before or after any revocation of such power and authority or the maturity
      of any of the Obligations, notify any parties obligated on any of the
      Collateral to make payment to the Administrative Agent of any amounts due
      or to become due thereunder and enforce collection of any of the
      Collateral by suit or otherwise and surrender, release, or exchange all or
      any part thereof, or compromise or extend or renew for any period (whether
      or not longer than the original period) any indebtedness thereunder or
      evidenced thereby. Upon request of the Administrative Agent following a
      Default of the nature set forth in Section 8.1.9 of the Credit Agreement
      or an Event of Default, the Grantor will, at its own expense, notify any
      parties obligated on any of the Collateral to make payment to the
      Administrative Agent of any amounts due or to become due thereunder.

            (b) Following a Default of the nature set forth in Section 8.1.9 of
      the Credit Agreement or an Event of Default, the Administrative Agent is
      authorized to endorse, in the name of the Grantor, any item, howsoever
      received by the Administrative Agent, representing any payment on or other
      proceeds of any of


                                      -13-
<PAGE>

      the Collateral.

      SECTION 4.5. As to Intellectual Property Collateral. The Grantor covenants
and agrees to comply with the following provisions as such provisions relate to
any Intellectual Property Collateral of the Grantor:

            (a) the Grantor shall not, unless the Grantor shall either (i)
      reasonably and in good faith determine (and notice of such determination
      shall have been delivered to the Administrative Agent) that any of the
      Patent Collateral is of negligible economic value to the Grantor, or (ii)
      have a valid business purpose to do otherwise, do any act, or omit to do
      any act, whereby any of the Patent Collateral may lapse or become
      abandoned or dedicated to the public or unenforceable.

            (b) the Grantor shall not, and the Grantor shall not permit any of
      its licensees to, unless the Grantor shall either (i) reasonably and in
      good faith determine (and notice of such determination shall have been
      delivered to the Administrative Agent) that any of the Trademark
      Collateral is of negligible economic value to the Grantor, or (ii) have a
      valid business purpose to do otherwise,

                  (i) fail to continue to use any of the Trademark Collateral in
            order to maintain all of the Trademark Collateral in full force free
            from any claim of abandonment for non-use,

                  (ii) fail to maintain as in the past the quality of products
            and services offered under all of the Trademark Collateral,

                  (iii) fail to employ all of the Trademark Collateral
            registered with any Federal or state or foreign authority with an
            appropriate notice of such registration,

                  (iv) adopt or use any other Trademark which is confusingly
            similar or a colorable imitation of any of the Trademark Collateral,

                  (v) use any of the Trademark Collateral registered with any
            Federal or state or foreign authority except for the uses for which
            registration or application for registration of all of the Trademark
            Collateral has been made, and

                  (vi) do or permit any act or knowingly omit to do any act
            whereby any of the Trademark Collateral may lapse or become invalid
            or unenforceable.


                                      -14-
<PAGE>

            (c) the Grantor shall not, unless the Grantor shall either (i)
      reasonably and in good faith determine (and notice of such determination
      shall have been delivered to the Administrative Agent) that any of the
      Copyright Collateral or any of the Trade Secrets Collateral is of
      negligible economic value to the Grantor, or (ii) have a valid business
      purpose to do otherwise, do or permit any act or knowingly omit to do any
      act whereby any of the Copyright Collateral or any of the Trade Secrets
      Collateral may lapse or become invalid or unenforceable or placed in the
      public domain except upon expiration of the end of an unrenewable term of
      a registration thereof.

            (d) the Grantor shall notify the Administrative Agent immediately if
      it knows, or has reason to know, that any application or registration
      relating to any material item of the Intellectual Property Collateral may
      become abandoned or dedicated to the public or placed in the public domain
      or invalid or unenforceable, or of any adverse determination or
      development (including the institution of, or any such determination or
      development in, any proceeding in the United States Patent and Trademark
      Office, the United States Copyright Office or any foreign counterpart
      thereof or any court) regarding the Grantor's ownership of any of the
      Intellectual Property Collateral, its right to register the same or to
      keep and maintain and enforce the same.

            (e) in no event shall the Grantor or any of its agents, employees,
      designees or licensees file an application for the registration of any
      Intellectual Property Collateral with the United States Patent and
      Trademark Office, the United States Copyright Office or any similar office
      or agency in any other country or any political subdivision thereof,
      unless it promptly informs the Administrative Agent, and upon request of
      the Administrative Agent, executes and delivers any and all agreements,
      instruments, documents and papers as the Administrative Agent may
      reasonably request to evidence the Administrative Agent's security
      interest in such Intellectual Property Collateral and the goodwill and
      general intangibles of the Grantor relating thereto or represented
      thereby.

            (f) the Grantor shall take all necessary steps, including in any
      proceeding before the United States Patent and Trademark Office, the
      United States Copyright Office or any similar office or agency in any
      other country or any political subdivision thereof, to maintain and pursue
      any application (and to obtain the relevant registration) filed with
      respect to, and to maintain any registration of, the Intellectual Property
      Collateral, including the filing of applications for renewal, affidavits
      of use, affidavits of incontestability and opposition, interference and
      cancellation proceedings and the payment of fees and taxes (except to the
      extent that dedication, abandonment or invalidation is permitted under the
      foregoing clauses (a), (b) and (c)).

            (g) the Grantor shall, contemporaneously herewith, execute and
      deliver to


                                      -15-
<PAGE>

      the Administrative Agent a Trademark Security Agreement in the form of
      Exhibit B hereto, and shall execute and deliver to the Administrative
      Agent any other document required to acknowledge or register or perfect
      the Administrative Agent's interest in any part of the Intellectual
      Property Collateral.

      SECTION 4.6. Insurance. The Grantor will maintain or cause to be
maintained with responsible insurance companies insurance with respect to its
business and properties (including the Equipment and Inventory) against such
casualties and contingencies and of such types and in such amounts as is
required pursuant to the Credit Agreement and will, upon the request of the
Administrative Agent, furnish a certificate of a reputable insurance broker
setting forth the nature and extent of all insurance maintained by the Grantor
in accordance with this Section.

      SECTION 4.7. Transfers and Other Liens. The Grantor shall not:

            (a) sell, assign (by operation of law or otherwise) or otherwise
      dispose of any of the Collateral, except Inventory in the ordinary course
      of business or as permitted by the Credit Agreement; or

            (b) create or suffer to exist any Lien or other charge or
      encumbrance upon or with respect to any of the Collateral to secure
      Indebtedness of any Person or entity, except for the security interest
      created by this Security Agreement and except as permitted by the Credit
      Agreement.

      SECTION 4.8. Further Assurances, etc. The Grantor agrees that, from time
to time at its own expense, it will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Administrative Agent may request, in order to perfect,
preserve and protect any security interest granted or purported to be granted
hereby or to enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, the Grantor will

            (a) mark conspicuously each document included in the Inventory, each
      chattel paper included in the Receivables and each Related Contract and,
      at the request of the Administrative Agent, each of its records pertaining
      to the Collateral with a legend, in form and substance satisfactory to the
      Administrative Agent, indicating that such document, chattel paper,
      Related Contract or Collateral is subject to the security interest granted
      hereby;

            (b) if any Receivable shall be evidenced by a promissory note or
      other instrument, negotiable document or chattel paper, deliver and pledge
      to the Administrative Agent hereunder such promissory note, instrument,
      negotiable document or chattel paper duly endorsed and accompanied by duly
      executed instruments of transfer or assignment, all in form and substance
      satisfactory to


                                      -16-
<PAGE>

      the Administrative Agent;

            (c) execute and file such financing or continuation statements, or
      amendments thereto, and such other instruments or notices (including any
      assignment of claim form under or pursuant to the federal assignment of
      claims statute, 31 U.S.C. ss. 3726, any successor or amended version
      thereof or any regulation promulgated under or pursuant to any version
      thereof), as may be necessary or desirable, or as the Administrative Agent
      may request, in order to perfect and preserve the security interests and
      other rights granted or purported to be granted to the Administrative
      Agent hereby; and

            (d) furnish to the Administrative Agent, from time to time at the
      Administrative Agent's request, statements and schedules further
      identifying and describing the Collateral and such other reports in
      connection with the Collateral as the Administrative Agent may reasonably
      request, all in reasonable detail.

With respect to the foregoing and the grant of the security interest hereunder,
the Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of the Grantor where permitted
by law. A carbon, photographic or other reproduction of this Security Agreement
or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The Grantor
hereby irrevocably appoints the Administrative Agent the Grantor's
attorney-in-fact, with full authority in the place and stead of the Grantor and
in the name of the Grantor or otherwise, from time to time in the Administrative
Agent's discretion, following the occurrence and continuation of a Default of
the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of
Default, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Security Agreement, including:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above;


                                      -17-
<PAGE>

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral;
      and

            (d) to perform the affirmative obligations of the Grantor hereunder
      (including all obligations of the Grantor pursuant to Section 4.8).

The Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

      SECTION 5.2. Administrative Agent May Perform. If the Grantor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the
Grantor pursuant to Section 6.2.

      SECTION 5.3. Administrative Agent Has No Duty. In addition to, and not in
limitation of, Section 2.4, the powers conferred on the Administrative Agent
hereunder are solely to protect its interest (on behalf of the Secured Parties)
in the Collateral and shall not impose any duty on it to exercise any such
powers. Except for reasonable care of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Administrative
Agent shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Grantor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:


                                      -18-
<PAGE>

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may

                  (i) require the Grantor to, and the Grantor hereby agrees that
            it will, at its expense and upon request of the Administrative Agent
            forthwith, assemble all or part of the Collateral as directed by the
            Administrative Agent and make it available to the Administrative
            Agent at a place to be designated by the Administrative Agent which
            is reasonably convenient to both parties, and

                  (ii) without notice except as specified below, sell the
            Collateral or any part thereof in one or more parcels at public or
            private sale, at any of the Administrative Agent's offices or
            elsewhere, for cash, on credit or for future delivery, and upon such
            other terms as the Administrative Agent may deem commercially
            reasonable. The Grantor agrees that, to the extent notice of sale
            shall be required by law, at least ten days' prior notice to the
            Grantor of the time and place of any public sale or the time after
            which any private sale is to be made shall constitute reasonable
            notification. The Administrative Agent shall not be obligated to
            make any sale of Collateral regardless of notice of sale having been
            given. The Administrative Agent may adjourn any public or private
            sale from time to time by announcement at the time and place fixed
            therefor, and such sale may, without further notice, be made at the
            time and place to which it was so adjourned.

            (b) All cash proceeds received by the Administrative Agent in
      respect of any sale of, collection from, or other realization upon, all or
      any part of the Collateral shall be applied by the Administrative Agent
      against, all or any part of the Obligations as follows:

                  (i) first, to the payment of any amounts payable to the
            Administrative Agent pursuant to Section 11.3 of the Credit
            Agreement and Section 6.2;

                  (ii) second, to the equal and ratable payment of Obligations,
            in accordance with each Secured Party's Obligations owing to it
            under or pursuant to the Credit Agreement or any other Loan
            Document, or under or pursuant to any Hedging Obligation included in
            the Obligations as to each Secured Party, applied

                        (A) first to fees and expense reimbursements then due to
                  such Secured Party,


                                      -19-
<PAGE>

                        (B) then to interest due to such Secured Party,

                        (C) then to pay or prepay principal of the Loans owing
                  to, or to reduce the "credit exposure" of, such Secured Party
                  under such Hedging Obligation, as the case may be, and

                        (D) then to pay the remaining outstanding Obligations
                  and cash collateralize all Letter of Credit Outstandings;

                  (iii) third, without duplication of any amounts paid pursuant
            to clause (b)(ii) above, to the Indemnified Parties to the extent of
            any amounts owing pursuant to Section 11.4 of the Credit Agreement;
            and

                  (iv) fourth, to be held as additional collateral security
            until the payment in full in cash of all of the Obligations, the
            termination or expiration of all Letters of Credit, the termination
            of all Rate Protection Agreements and the termination of all
            Commitments, after which such remaining cash proceeds shall be paid
            over to the Grantor or to whomsoever may be lawfully entitled to
            receive such surplus.

      For purposes of this Security Agreement, the "credit exposure" at any time
      of any Secured Party with respect to a Hedging Obligation to which such
      Secured Party is a party shall be determined at such time in accordance
      with the customary methods of calculating credit exposure under similar
      arrangements by the counterparty to such arrangements, taking into account
      potential interest rate movements and the respective termination
      provisions and notional principal amount and term of such Hedging
      Obligation.

      SECTION 6.2. Indemnity and Expenses.

            (a) The Grantor agrees to indemnify the Administrative Agent from
      and against any and all claims, losses and liabilities arising out of or
      resulting from this Security Agreement (including enforcement of this
      Security Agreement), except claims, losses or liabilities resulting from
      the Administrative Agent's gross negligence or wilful misconduct.

            (b) The Grantor will upon demand pay to the Administrative Agent the
      amount of any and all reasonable expenses, including the reasonable fees
      and disbursements of its counsel and of any experts and agents, which the
      Administrative Agent may incur in connection with

                  (i) the administration of this Security Agreement,

                  (ii) the custody, preservation, use or operation of, or the
            sale of,


                                      -20-
<PAGE>

            collection from, or other realization upon, any of the Collateral,

                  (iii) the exercise or enforcement of any of the rights of the
            Administrative Agent or the Secured Parties hereunder, and

                  (iv) the failure by the Grantor to perform or observe any of
            the provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Security Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments; etc. No amendment to or waiver of any provision
of this Security Agreement nor consent to any departure by the Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be), and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

      SECTION 7.3. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and mailed or telecopied or delivered to either party hereto, addressed to such
party at the address of such party specified in the Credit Agreement. All such
notices and other communications, when mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice or communication, if
transmitted by telecopier, shall be deemed given when transmitted and
electronically confirmed.

      SECTION 7.4. Section Captions. Section captions used in this Security
Agreement are for convenience of reference only, and shall not affect the
construction of this Security Agreement.

      SECTION 7.5. Severability. Wherever possible each provision of this
Security Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Security Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Security Agreement.


                                      -21-
<PAGE>

      SECTION 7.6. Counterparts. This Security Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.7. Governing Law, Entire Agreement, etc. THIS SECURITY AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR
ORAL, WITH RESPECT THERETO.


                                      -22-
<PAGE>

      IN WITNESS WHEREOF, the Grantor has caused this Security Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.

                                          DUANE READE
                                          By Duane Reade Inc., a
                                                  general Partner


                                          By /s/ William J. Tennant
                                             Name: William J. Tennant
                                             Title: Senior Vice President


                                          By DRI I Inc., a general partner


                                          By /s/ William J. Tennant
                                             Name: William J. Tennant
                                             Title: Senior Vice President



                                          FLEET NATIONAL BANK,
                                            as Administrative Agent


                                          By /s/ A. Glen Kewley
                                              Name: A. Glen Kewley
                                              Title: A.V.P.


                                      -23-
<PAGE>

                                                                      SCHEDULE I
                                                                     to Borrower
                                                              Security Agreement

Item A. Location of Equipment

            Description                                   Location
            -----------                                   --------
1. Equipment used in connection with           See Item 6.9 of Schedule I to the
   the Borrower's business                     Credit Agreement

Item B.  Location of Inventory

            Description                                   Location
            -----------                                   --------
1.    Inventory held by the Borrower for       See Item 6.9 of Schedule I to the
      sale or other use in connection with     Credit Agreement                 
      the Borrower's business.              

Item C. Location of Lock Boxes

                                                                  Contact
Bank Name and Address               Account Number                Person 
---------------------               --------------                ------ 

1.    None.

Item D. Place(s) of Business and Chief Executive Office

1.    See Item 6.9 of Schedule I to the Credit Agreement.

Item E. Trade Names

1.    Duane Reade

Item F. Merger or Other Corporate Reorganization

     None.

Item G. Government Contracts

      None.

<PAGE>

                                                                     SCHEDULE II
                                                                     to Borrower
                                                              Security Agreement


Item A. Patents


                                 Issued Patents

(1)Country        Patent No.        Issue Date        Inventor(s)          Title
----------        ----------        ----------        -----------          -----

NONE


                           Pending Patent Applications

*Country          Serial No.        Filing Date       Inventor(s)          Title
--------          ----------        -----------       -----------          -----

NONE


                       Patent Applications in Preparation

                                                      Expected
*Country          Docket No.        Filing Date       Inventor(s)          Title
--------          ----------        -----------       -----------          -----

NONE

Item B. Patent Licenses

*Country or                              Effective       Expiration      Subject
 Territory        Licensor    Licensee      Date            Date          Matter
 ---------        --------    --------      ----            ----          ------

NONE

<PAGE>

                                                                    SCHEDULE III
                                                                     to Borrower
                                                              Security Agreement

Item A. Trademarks

                              Registered Trademarks

(2)Country   Trademark                      Registration No.   Registration Date
----------   ---------                      ----------------   -----------------
U.S.         DR (stylized)                      1099871             08/15/78

U.S.         DUANE READE                        1106451             11/21/78

U.S.         DR (stylized)                      1106961             11/28/78

U.S.         DUANE READE                        1092555             05/30/78

U.S.         DR (stylized)                      1099209             08/15/78

U.S.         DUANE READE                        1105420             11/07/78

U.S.         ROCKBOTTOM                         1163199             07/28/81

U.S.         ROCKBOTTOM                         1500884             08/18/88

U.S.         RXCELLENT SERVICE and Design       1784568             07/27/93


                         Pending Trademark Applications

*Country          Trademark         Serial No.        Filing Date
--------          ---------         ----------        -----------

NONE.


                      Trademark Applications in Preparation

                                                       Expected        Products/
*Country          Trademark         Docket No.        Filing Date      Services
--------          ---------         ----------        -----------      --------

NONE.

Item B. Trademark Licenses

<PAGE>

*Country or                                               Effective   Expiration
 Territory      Trademark      Licensor      Licensee        Date        Date
 ---------      ---------      --------      --------        ----        ----

NONE.

<PAGE>

                                                                     SCHEDULE IV
                                                                     to Borrower
                                                              Security Agreement

Item A. Copyrights/Mask Works

                        Registered Copyrights/Mask Works

*Country        Registration No.      Registration Date     Author(s)      Title
--------        ----------------      -----------------     ---------      -----

NONE.


              Copyright/Mask Work Pending Registration Applications

*Country          Serial No.        Filing Date         Author(s)          Title
--------          ----------        -----------         ---------          -----

NONE.


          Copyright/Mask Work Registration Applications in Preparation

                                     Expected
*Country          Docket No.        Filing Date         Author(s)          Title
--------          ----------        -----------         ---------          -----

NONE.

Item B. Copyright/Mask Work Licenses

*Country or                              Effective       Expiration      Subject
 Territory        Licensor    Licensee      Date            Date          Matter
 ---------        --------    --------      ----            ----          ------

NONE.

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

                                                                      SCHEDULE V
                                                                     to Borrower
                                                              Security Agreement

                        Trade Secret or Know-How Licenses

*Country or                              Effective       Expiration      Subject
 Territory        Licensor    Licensee      Date            Date          Matter
 ---------        --------    --------      ----            ----          ------

NONE.

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

                                                                       EXHIBIT A
                                                                     to Borrower
                                                              Security Agreement

                            PATENT SECURITY AGREEMENT

      This PATENT SECURITY AGREEMENT (this "Agreement"), dated as of __________
__, ____, is made between DUANE READE, a New York general partnership (the
"Grantor"), and FLEET NATIONAL BANK, as Administrative Agent (together with its
successor(s) thereto in such capacity, the "Administrative Agent") for each of
the Secured Parties;

                              W I T N E S S E T H :

      WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
September 11, 1998 ( amending and restating in its entirety that certain Credit
Agreement dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date, the "Existing Credit Agreement") (as so amended and restated,
and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among the Grantor, each of the Parent Guarantors named therein, the
various financial institutions as are, or may from time to time become, parties
thereto (each individually a "Lender" and collectively the "Lenders"), DLJ
Capital Funding, Inc., as the Syndication Agent, Fleet National Bank, as the
Administrative Agent and Credit Lyonnais New York Branch, as the Documentation
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions to the Grantor;

      WHEREAS, in connection with the Credit Agreement, the Grantor has executed
and delivered an Amended and Restated Borrower Security Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Borrower
Security Agreement dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date, the "Existing Security Agreement") (as so amended and
restated, and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Security
Agreement");

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Patent Collateral (as defined below) to secure
all Obligations; and

      WHEREAS, the Grantor has duly authorized the execution, delivery and

<PAGE>

performance of this Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuer to
make and maintain Credit Extensions to the Grantor pursuant to the Credit
Agreement, and to induce the Secured Parties to enter into Rate Protection
Agreements, the Grantor agrees, for the benefit of each Secured Party, as
follows:

      SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Security Agreement.

      SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Obligations, the Grantor does hereby mortgage, pledge and
hypothecate to the Administrative Agent, and grant to the Administrative Agent a
security interest in, for its benefit and the benefit of each Secured Party, all
of the following property (the "Patent Collateral"), whether now owned or
hereafter acquired or existing by it:

            (a) all letters patent and applications for letters patent
      throughout the world, including all patent applications in preparation for
      filing anywhere in the world and including each patent and patent
      application referred to in Item A of Attachment 1 attached hereto;

            (b) all reissues, divisions, continuations, continuations-in-part,
      extensions, renewals and reexaminations of any of the items described in
      clause (a);

            (c) all patent licenses, including each patent license referred to
      in Item B of Attachment 1 attached hereto; and

            (d) all proceeds of, and rights associated with, the foregoing
      (including license royalties and proceeds of infringement suits), the
      right to sue third parties for past, present or future infringements of
      any patent or patent application, including any patent or patent
      application referred to in Item A of Attachment 1 attached hereto, and for
      breach or enforcement of any patent license, including any patent license
      referred to in Item B of Attachment 1 attached hereto, and all rights
      corresponding thereto throughout the world.

      SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Patent Collateral with the United States Patent
and Trademark Office and corresponding offices in other countries of the world.
The security interest granted hereby has been granted as a supplement to, and
not in limitation of, the security interest granted to the Administrative Agent
for its benefit and


                                      -31-
<PAGE>

the benefit of each Secured Party under the Security Agreement. The Security
Agreement (and all rights and remedies of the Administrative Agent and each
Secured Party thereunder) shall remain in full force and effect in accordance
with its terms.

      SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Obligations, the termination or expiry of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the Administrative Agent shall, at the Grantor's expense, execute
and deliver to the Grantor all instruments and other documents as may be
necessary or proper to release the lien on and security interest in the Patent
Collateral which has been granted hereunder.

      SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Administrative Agent with respect to
the security interest in the Patent Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which (including
the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.

      SECTION 6. Loan Document, etc. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

      SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                      -32-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                               DUANE READE
                                               By Duane Reade Inc., a general
                                                  partner


                                               By 
                                                  Name:
                                                  Title:


                                               By DRI I Inc., a general partner


                                               By 
                                                  Name:
                                                  Title:



                                               FLEET NATIONAL BANK, as
                                               Administrative Agent


                                               By
                                                  Name:
                                                  Title:


                                      -33-
<PAGE>

                                                                    ATTACHMENT 1
                                                              to Borrower Patent
                                                              Security Agreement

Item A. Patents

                                 Issued Patents

*Country          Patent No.    Issue Date      Inventor(s)      Title
--------          ----------    ----------      -----------      -----


                           Pending Patent Applications

*Country          Serial No.    Filing Date     Inventor(s)      Title
--------          ----------    -----------     -----------      -----


                       Patent Applications in Preparation

                                 Expected
*Country          Docket No.    Filing Date     Inventor(s)      Title
--------          ----------    -----------     -----------      -----

Item B. Patent Licenses


*Country or                              Effective       Expiration      Subject
 Territory        Licensor    Licensee      Date            Date          Matter
 ---------        --------    --------      ----            ----          ------

<PAGE>

                                                                       EXHIBIT B
                                                                     to Borrower
                                                              Security Agreement

                          TRADEMARK SECURITY AGREEMENT

      This TRADEMARK SECURITY AGREEMENT (as amended, supplemented, amended and
restated or otherwise modified from time to time, this "Agreement"), dated as of
September 11, 1998 (amending and restating the Trademark Security Agreement,
dated as of February 13, 1998 (the "Existing Agreement")), is made between DUANE
READE, a New York general partnership (the "Grantor"), and FLEET NATIONAL BANK,
as Administrative Agent (together with its successor(s) thereto in such
capacity, the "Administrative Agent") for each of the Secured Parties;

                              W I T N E S S E T H :

      WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Credit
Agreement, dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date, the "Existing Credit Agreement") (as so amended and restated,
and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among the Grantor, each of the Parent Guarantors named therein, the
various financial institutions as are, or may from time to time become, parties
thereto (each individually a "Lender" and collectively the "Lenders"), DLJ
Capital Funding, Inc., as the Syndication Agent, Fleet National Bank, as the
Administrative Agent and Credit Lyonnais New York Branch, as the Documentation
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions to the Grantor;

      WHEREAS, in connection with the Credit Agreement, the Grantor has executed
and delivered an Amended and Restated Borrower Security Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Borrower
Security Agreement, dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date, the "Existing Security Agreement") (as so amended and
restated, and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Security
Agreement");

      WHEREAS, as a condition precedent to the making of the Credit Extensions
under the Existing Credit Agreement, the Grantor was required to execute and
deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Trademark Collateral (as defined below) to
secure all Obligations; and

<PAGE>

      WHEREAS, the Grantor has requested that the Existing Agreement be amended
and restated in its entirety to read as hereinafter set forth;

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuer to
make and maintain Credit Extensions to the Grantor pursuant to the Credit
Agreement, and to induce the Secured Parties to enter into Rate Protection
Agreements, the Grantor agrees, for the benefit of each Secured Party, as
follows:

      SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Security Agreement.

      SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Obligations, the Grantor does hereby (x) confirm the mortgage,
pledge and grant that it previously made to the Administrative Agent for its
benefit and the ratable benefit of each of the Secured Parties pursuant to the
Existing Agreement and (y) not in limitation of such assignments, pledges and
grants but as a supplement thereto, assigns and pledges to the Administrative
Agent for its benefit and the ratable benefit of each of the Secured Parties,
and hereby grants to the Administrative Agent for its benefit and the ratable
benefit of each of the Secured Parties, a security interest in all of the
following property (the "Trademark Collateral"), whether now owned or hereafter
acquired or existing by it:

            (a) all trademarks, trade names, corporate names, company names,
      business names, fictitious business names, trade styles, service marks,
      certification marks, collective marks, logos, other source of business
      identifiers, prints and labels on which any of the foregoing have appeared
      or appear, designs and general intangibles of a like nature (all of the
      foregoing items in this clause (a) being collectively called a
      "Trademark"), now existing anywhere in the world or hereafter adopted or
      acquired, whether currently in use or not, all registrations and
      recordings thereof and all applications in connection therewith, whether
      pending or in preparation for filing, including registrations, recordings
      and applications in the United States Patent and Trademark Office or in
      any office or agency of the United States of America or any State thereof
      or any foreign country, including those referred to in Item A of
      Attachment 1 attached hereto;

            (b) all Trademark licenses, including each Trademark license
      referred to in Item B of Attachment 1 attached hereto;

            (c) all reissues, extensions or renewals of any of the items
      described in


                                      -36-
<PAGE>

      clauses (a) and (b);

            (d) all of the goodwill of the business connected with the use of,
      and symbolized by the items described in, clauses (a) and (b); and

            (e) all proceeds of, and rights associated with, the foregoing,
      including any claim by the Grantor against third parties for past, present
      or future infringement or dilution of any Trademark, Trademark
      registration or Trademark license, including any Trademark, Trademark
      registration or Trademark license referred to in Item A and Item B of
      Attachment 1 attached hereto, or for any injury to the goodwill associated
      with the use of any such Trademark or for breach or enforcement of any
      Trademark license.

      SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Trademark Collateral with the United States
Patent and Trademark Office and corresponding offices in other countries of the
world. The security interest granted hereby has been granted as a supplement to,
and not in limitation of, the security interest granted to the Administrative
Agent for its benefit and the benefit of each Secured Party under the Security
Agreement. The Security Agreement (and all rights and remedies of the
Administrative Agent and each Secured Party thereunder) shall remain in full
force and effect in accordance with its terms.

      SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Obligations, the termination or expiry of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the Administrative Agent shall, at the Grantor's expense, execute
and deliver to the Grantor all instruments and other documents as may be
necessary or proper to release the lien on and security interest in the
Trademark Collateral which has been granted hereunder.

      SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Administrative Agent with respect to
the security interest in the Trademark Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

      SECTION 6. Loan Document, etc. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

      SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all


                                      -37-
<PAGE>

of which shall constitute together but one and the same agreement.


                                      -38-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                          DUANE READE
                                          By Duane Reade Inc., a general
                                             partner


                                          By
                                             Name: William J. Tennant
                                             Title: Senior Vice President


                                          By DRI I Inc., a general partner


                                          By
                                             Name: William J. Tennant
                                             Title: Senior Vice President



                                          FLEET NATIONAL BANK,
                                            as Administrative Agent


                                          By
                                             Name: A. Glen Kewley
                                             Title: A.V.P.


                                      -39-
<PAGE>

                                                                    ATTACHMENT 1
                                                           to Borrower Trademark
                                                              Security Agreement

Item A. Trademarks

                              Registered Trademarks

*Country          Trademark         Registration No.        Registration Date
--------          ---------         ----------------        -----------------


                         Pending Trademark Applications

*Country          Trademark          Serial No.             Filing Date
--------          ---------          ----------             -----------


                      Trademark Applications in Preparation

                                                      Expected         Products/
*Country          Trademark         Docket No.       Filing Date       Services
--------          ---------         ----------       -----------       --------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

Item B. Trademark Licenses

*Country or                                                Effective  Expiration
 Territory      Trademark       Licensor      Licensee        Date        Date
 ---------      ---------       --------      --------        ----        ----

<PAGE>

                                                                       EXHIBIT C
                                                                     to Borrower
                                                              Security Agreement

                          COPYRIGHT SECURITY AGREEMENT

      This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of
__________ __, ____, is made between DUANE READE, a New York general partnership
(the "Grantor"), and FLEET NATIONAL BANK, as Administrative Agent (together with
its successor(s) thereto in such capacity, the "Administrative Agent") for each
of the Secured Parties;

                              W I T N E S S E T H :

      WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Credit
Agreement, dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date, the "Existing Credit Agreement") (as so amended and restated,
and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among the Grantor, each of the Parent Guarantors named therein, the
various financial institutions as are, or may from time to time become, parties
thereto (each individually a "Lender" and collectively the "Lenders"), DLJ
Capital Funding, Inc., as the Syndication Agent, Fleet National Bank, as the
Administrative Agent and Credit Lyonnais New York Branch, as the Documentation
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions to the Grantor;

      WHEREAS, in connection with the Credit Agreement, the Grantor has executed
and delivered an Amended and Restated Borrower Security Agreement, dated as of
September 11, 1998 (amending and restating in its entirety that certain Borrower
Security Agreement, dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date, the "Existing Security Agreement") (as so amended and
restated, and together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Security
Agreement");

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Copyright Collateral (as defined below) to
secure all Obligations; and

<PAGE>

      WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuer to
make and maintain Credit Extensions to the Grantor pursuant to the Credit
Agreement, and to induce the Secured Parties to enter into Rate Protection
Agreements, the Grantor agrees, for the benefit of each Secured Party, as
follows:

      SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Security Agreement.

      SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Obligations, the Grantor does hereby mortgage, pledge and
hypothecate to the Administrative Agent, and grant to the Administrative Agent a
security interest in, for its benefit and the benefit of each Secured Party, all
of the following property (the "Copyright Collateral"), whether now owned or
hereafter acquired or existing by it, being all copyrights (including all
copyrights for semi-conductor chip product mask works) of the Grantor, whether
statutory or common law, registered or unregistered, now or hereafter in force
throughout the world including all of the Grantor's right, title and interest in
and to all copyrights registered in the United States Copyright Office or
anywhere else in the world and also including the copyrights referred to in Item
A of Attachment 1 attached hereto, and all applications for registration
thereof, whether pending or in preparation, all copyright licenses, including
each copyright license referred to in Item B of Attachment 1 attached hereto,
the right to sue for past, present and future infringements of any thereof, all
rights corresponding thereto throughout the world, all extensions and renewals
of any thereof and all proceeds of the foregoing, including licenses, royalties,
income, payments, claims, damages and proceeds of suit.

      SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Copyright Collateral with the United States
Copyright Office and corresponding offices in other countries of the world. The
security interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to the Administrative Agent for its
benefit and the benefit of each Secured Party under the Security Agreement. The
Security Agreement (and all rights and remedies of the Administrative Agent and
each Secured Party thereunder) shall remain in full force and effect in
accordance with its terms.

      SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Obligations, the termination or expiry of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the Administrative


                                      -43-
<PAGE>

Agent shall, at the Grantor's expense, execute and deliver to the Grantor all
instruments and other documents as may be necessary or proper to release the
lien on and security interest in the Copyright Collateral which has been granted
hereunder.

      SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Administrative Agent with respect to
the security interest in the Copyright Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

      SECTION 6. Loan Document, etc. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

      SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                      -44-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                               DUANE READE
                                               By  Duane Reade Inc., a general
                                                   partner


                                                   By
                                                       Name:
                                                       Title:


                                               By  DRI I Inc., a general partner


                                                   By
                                                       Name:
                                                       Title:



                                               FLEET NATIONAL BANK, as
                                               Administrative Agent


                                                   By
                                                       Name:
                                                       Title:


                                      -45-
<PAGE>

                                                                    ATTACHMENT 1
                                                           to Borrower Copyright
                                                              Security Agreement

Item A. Copyrights/Mask Works

                        Registered Copyrights/Mask Works

*Country        Registration No.      Registration Date     Author(s)      Title
--------        ----------------      -----------------     ---------      -----


              Copyright/Mask Work Pending Registration Applications

*Country          Serial No.        Filing Date         Author(s)          Title
--------          ----------        -----------         ---------          -----


          Copyright/Mask Work Registration Applications in Preparation

                                     Expected
*Country          Docket No.        Filing Date         Author(s)          Title
--------          ----------        -----------         ---------          -----


--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

Item B. Copyright/Mask Work Licenses

*Country or                              Effective       Expiration      Subject
 Territory        Licensor    Licensee      Date            Date          Matter
 ---------        --------    --------      ----            ----          ------


--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

                                                                     EXHIBIT F-3
                                                           to Second Amended and
                                                       Restated Credit Agreement

                          SUBSIDIARY SECURITY AGREEMENT

      This SUBSIDIARY SECURITY AGREEMENT (as amended, supplemented, amended and
restated or otherwise modified from time to time, this "Security Agreement"),
dated as of ________ __, ____, is made by each Subsidiary (as defined below) of
the Borrower (as defined below) a signatory hereto, and each other Person which
may from time to time hereafter become a party hereto pursuant to Section 7.4
(each, individually, an "Additional Grantor", and collectively, the "Additional
Grantors", and together with each such Subsidiary, each, individually, a
"Grantor", and collectively, the "Grantors"), in favor of FLEET NATIONAL BANK,
as administrative agent (together with its successor(s) thereto, in such
capacity the "Administrative Agent") for each of the Secured Parties.

                              W I T N E S S E T H :

      WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), each of the
Parent Guarantors named therein, the various financial institutions as are, or
may from time to time become, parties thereto (each, individually, a "Lender",
and collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication
Agent, Fleet National Bank, as the Administrative Agent and Credit Lyonnais New
York Branch, as the Documentation Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, each Grantor is required to
execute and deliver this Security Agreement;

      WHEREAS, each Grantor is a Subsidiary of the Borrower;

      WHEREAS, each Grantor has duly authorized the execution, delivery and
performance of this Security Agreement; and

      WHEREAS, it is in the best interests of each Grantor to execute this
Security 

<PAGE>

Agreement inasmuch as such Grantor will derive substantial direct and indirect
benefits from the Credit Extensions made and maintained from time to time to the
Borrower by the Lenders and the Issuer pursuant to the Credit Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make and maintain Credit Extensions to the Borrower pursuant
to the Credit Agreement, and to induce the Secured Parties to enter into Rate
Protection Agreement(s), each Grantor agrees, for the benefit of each Secured
Party, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Security Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Additional Grantor" and "Additional Grantors" are defined in the
preamble.

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Collateral" is defined in Section 2.1.

      "Collateral Account" is defined in Section 4.3(b).

      "Computer Hardware and Software Collateral" means:

            (a) all computer and other electronic data processing hardware,
      integrated computer systems, central processing units, memory units,
      display terminals, printers, features, computer elements, card readers,
      tape drives, hard and soft disk drives, cables, electrical supply
      hardware, generators, power equalizers, accessories and all peripheral
      devices and other related computer hardware;

            (b) all software programs (including both source code, object code
      and all related applications and data files), whether now owned, licensed
      or leased or hereafter acquired by any Grantor, designed for use on the
      computers and electronic data processing hardware described in clause (a)
      above;

            (c) all firmware associated therewith;


                                      -2-
<PAGE>

            (d) all documentation (including flow charts, logic diagrams,
      manuals, guides and specifications) with respect to such hardware,
      software and firmware described in the preceding clauses (a) through (c);
      and

            (e) all rights with respect to all of the foregoing, including any
      and all copyrights, licenses, options, warranties, service contracts,
      program services, test rights, maintenance rights, support rights,
      improvement rights, renewal rights and indemnifications and any
      substitutions, replacements, additions or model conversions of any of the
      foregoing.

      "Copyright Collateral" means all copyrights (including all copyrights for
semiconductor chip product mask works) of each Grantor, whether statutory or
common law, registered or unregistered, now or hereafter in force throughout the
world including all of such Grantor's right, title and interest in and to all
copyrights registered in the United States Copyright Office or anywhere else in
the world and also including the copyrights referred to in Item A of Schedule IV
attached hereto, and all applications for registration thereof, whether pending
or in preparation, all copyright licenses, including each copyright license
referred to in Item B of Schedule IV attached hereto, the right to sue for past,
present and future infringements of any thereof, all rights corresponding
thereto throughout the world, all extensions and renewals of any thereof and all
proceeds of the foregoing, including licenses, royalties, income, payments,
claims, damages and proceeds of suit.

      "Credit Agreement" is defined in the first recital.

      "Equipment" is defined in clause (a) of Section 2.1.

      "Existing Credit Agreement" is defined in the first recital.

      "Grantor" and "Grantors" are defined in the preamble.

      "Intellectual Property Collateral" means, collectively, the Computer
Hardware and Software Collateral, the Copyright Collateral, the Patent
Collateral, the Trademark Collateral and the Trade Secrets Collateral.

      "Inventory" is defined in clause (b) of Section 2.1

      "Lender" and "Lenders" are defined in the first recital.

      "Patent Collateral" means:

            (a) all letters patent and applications for letters patent
      throughout the world, including all patent applications in preparation for
      filing anywhere in the 


                                      -3-
<PAGE>

      world and including each patent and patent application referred to in Item
      A of Schedule II attached hereto;

            (b) all reissues, divisions, continuations, continuations-in-part,
      extensions, renewals and reexaminations of any of the items described in
      clause (a);

            (c) all patent licenses, including each patent license referred to
      in Item B of Schedule II attached hereto; and

            (d) all proceeds of, and rights associated with, the foregoing
      (including license royalties and proceeds of infringement suits), the
      right to sue third parties for past, present or future infringements of
      any patent or patent application, including any patent or patent
      application referred to in Item A of Schedule II attached hereto, and for
      breach or enforcement of any patent license, including any patent license
      referred to in Item B of Schedule II attached hereto, and all rights
      corresponding thereto throughout the world.

      "Receivables" is defined in clause (c) of Section 2.1.

      "Related Contracts" is defined in clause (c) of Section 2.1.

      "Secured Obligations" is defined in Section 2.2.

      "Security Agreement" is defined in the preamble.

      "Trademark Collateral" means:

            (a) all trademarks, trade names, corporate names, company names,
      business names, fictitious business names, trade styles, service marks,
      certification marks, collective marks, logos, other source of business
      identifiers, prints and labels on which any of the foregoing have appeared
      or appear, designs and general intangibles of a like nature (all of the
      foregoing items in this clause (a) being collectively called a
      "Trademark"), now existing anywhere in the world or hereafter adopted or
      acquired, whether currently in use or not, all registrations and
      recordings thereof and all applications in connection therewith, whether
      pending or in preparation for filing, including registrations, recordings
      and applications in the United States Patent and Trademark Office or in
      any office or agency of the United States of America or any State thereof
      or any foreign country, including those referred to in Item A of Schedule
      III attached hereto;

            (b) all Trademark licenses, including each Trademark license
      referred to in Item B of Schedule III attached hereto;


                                      -4-
<PAGE>

            (c) all reissues, extensions or renewals of any of the items
      described in clauses (a) and (b);

            (d) all of the goodwill of the business connected with the use of,
      and symbolized by the items described in, clauses (a) and (b); and

            (e) all proceeds of, and rights associated with, the foregoing,
      including any claim by any Grantor against third parties for past, present
      or future infringement or dilution of any Trademark, Trademark
      registration or Trademark license, including any Trademark, Trademark
      registration or Trademark license referred to in Item A and Item B of
      Schedule III attached hereto, or for any injury to the goodwill associated
      with the use of any such Trademark or for breach or enforcement of any
      Trademark license.

      "Trade Secrets Collateral" means all common law and statutory trade
secrets and all other confidential or proprietary or useful information and all
know-how obtained by or used in or contemplated at any time for use in the
business of any Grantor (all of the foregoing being collectively called a "Trade
Secret"), whether or not such Trade Secret has been reduced to a writing or
other tangible form, including all documents and things embodying, incorporating
or referring in any way to such Trade Secret, all Trade Secret licenses,
including each Trade Secret license referred to in Schedule V attached hereto,
and including the right to sue for and to enjoin and to collect damages for the
actual or threatened misappropriation of any Trade Secret and for the breach or
enforcement of any such Trade Secret license.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Security Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Security Agreement, including its
preamble and recitals, with such meanings.

                                   ARTICLE II

                                SECURITY INTEREST

      SECTION 2.1. Grant of Security. Each Grantor hereby assigns and pledges to
the Administrative Agent for its benefit and the ratable benefit of each of the
Secured


                                      -5-
<PAGE>

Parties, and hereby grants to the Administrative Agent for its benefit and the
ratable benefit of each of the Secured Parties, a security interest in all of
the following, whether now or hereafter existing or acquired by such Grantor
(the "Collateral"):

            (a) all equipment in all of its forms of such Grantor, wherever
      located, including all parts thereof and all accessions, additions,
      attachments, improvements, substitutions and replacements thereto and
      therefor and all accessories related thereto (any and all of the foregoing
      being the "Equipment");

            (b) all inventory in all of its forms of such Grantor, wherever
      located, including

                  (i) all raw materials and work in process therefor, finished
            goods thereof, and materials used or consumed in the manufacture or
            production thereof,

                  (ii) all goods in which such Grantor has an interest in mass
            or a joint or other interest or right of any kind (including goods
            in which such Grantor has an interest or right as consignee), and

                  (iii) all goods which are returned to or repossessed by such
            Grantor,

      and all accessions thereto, products thereof and documents therefor (any
      and all such inventory, materials, goods, accessions, products and
      documents being the "Inventory");

            (c) all accounts, contracts, contract rights, chattel paper,
      documents, instruments, and general intangibles (including tax refunds) of
      such Grantor, whether or not arising out of or in connection with the sale
      or lease of goods or the rendering of services, and all rights of such
      Grantor now or hereafter existing in and to all security agreements,
      guaranties, leases and other contracts securing or otherwise relating to
      any such accounts, contracts, contract rights, chattel paper, documents,
      instruments, and general intangibles (any and all such accounts,
      contracts, contract rights, chattel paper, documents, instruments, and
      general intangibles being the "Receivables" (provided, however, that
      Receivables shall not include Prescription Receivables sold to Pharmacy
      Fund pursuant to the Rapid Remit Program), and any and all such security
      agreements, guaranties, leases and other contracts being the "Related
      Contracts") (provided, however, that Related Contracts shall not include
      the Rapid Remit Program Documents);

            (d) all Intellectual Property Collateral of such Grantor;

            (e) all books, records, writings, data bases, information and other


                                      -6-
<PAGE>

      property relating to, used or useful in connection with, evidencing,
      embodying, incorporating or referring to, any of the foregoing in this
      Section 2.1;

            (f) all of such Grantor's other property and rights of every kind
      and description and interests therein; and

            (g) all products, offspring, rents, issues, profits, returns, income
      and proceeds of and from any and all of the foregoing Collateral
      (including proceeds which constitute property of the types described in
      clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to
      time in the Collateral Account and in any lock boxes of such Grantor, and,
      to the extent not otherwise included, all payments under insurance
      (whether or not the Administrative Agent is the loss payee thereof), or
      any indemnity, warranty or guaranty, payable by reason of loss or damage
      to or otherwise with respect to any of the foregoing Collateral).

Notwithstanding the foregoing, "Collateral" shall not include any general
intangibles or other rights arising under any contracts, instruments, licenses
or other documents as to which the grant of a security interest would constitute
a violation of a valid and enforceable restriction in favor of a third party on
such grant, unless and until any required consents shall have been obtained.
Each Grantor agrees to use its commercially reasonable best efforts to obtain
any such required consent.

      SECTION 2.2. Security for Obligations. This Security Agreement secures the
payment of all Obligations of the Borrower now or hereafter existing under the
Credit Agreement, the Notes and each other Loan Document to which the Borrower
is or may become a party, whether for principal, interest, costs, fees, expenses
or otherwise, and all obligations of each Grantor and each other Obligor now or
hereafter existing under this Security Agreement and each other Loan Document to
which such Grantor or such other Obligor is or may become a party (all such
obligations of the Borrower and such Grantor and such other Obligor being the
"Secured Obligations").

      SECTION 2.3. Continuing Security Interest; Transfer of Notes. This
Security Agreement shall create a continuing security interest in the Collateral
and shall

            (a) remain in full force and effect until payment in full in cash of
      all Secured Obligations, the termination or expiration of all Letters of
      Credit, the termination of all Rate Protection Agreements and the
      termination of all Commitments,

            (b) be binding upon each Grantor, its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other 


                                      -7-
<PAGE>

      Secured Party.

Without limiting the generality of the foregoing clause (c), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all the rights and benefits in respect thereof
granted to such Lender under any Loan Document (including this Security
Agreement) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 11.11 and Article X of
the Credit Agreement. Upon the payment in full in cash of all Secured
Obligations, the termination or expiration of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the security interest granted herein shall terminate and all rights
to the Collateral shall revert to such Grantor. Upon any such termination, the
Administrative Agent will, at such Grantor's sole expense, execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to
evidence such termination. Upon any sale or other transfer of Collateral
permitted by the terms of Section 7.2.9 of the Credit Agreement, the security
interest created hereunder in such Collateral (but not in the proceeds thereof)
shall be deemed to be automatically released and the Administrative Agent will,
at such Grantor's sole expense, execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such release.

      SECTION 2.4. Grantor Remains Liable. Anything herein to the contrary
notwithstanding

            (a) each Grantor shall remain liable under the contracts and
      agreements included in the Collateral to the extent set forth therein, and
      shall perform all of its duties and obligations under such contracts and
      agreements to the same extent as if this Security Agreement had not been
      executed,

            (b) the exercise by the Administrative Agent of any of its rights
      hereunder shall not release any Grantor from any of its duties or
      obligations under any such contracts or agreements included in the
      Collateral, and

            (c) neither the Administrative Agent nor any other Secured Party
      shall have any obligation or liability under any such contracts or
      agreements included in the Collateral by reason of this Security
      Agreement, nor shall the Administrative Agent or any other Secured Party
      be obligated to perform any of the obligations or duties of any Grantor
      thereunder or to take any action to collect or enforce any claim for
      payment assigned hereunder.

      SECTION 2.5. Security Interest Absolute. All rights of the Administrative
Agent and the security interests granted to the Administrative Agent hereunder,
and all obligations of each Grantor hereunder, shall be absolute and
unconditional, irrespective of


                                      -8-
<PAGE>

            (a) any lack of validity or enforceability of the Credit Agreement,
      any Note or any other Loan Document;

            (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            under the provisions of the Credit Agreement, any Note, any other
            Loan Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor of, or collateral securing, any Secured Obligations;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Secured Obligations or any other
      extension, compromise or renewal of any Secured Obligations;

            (d) any reduction, limitation, impairment or termination of any
      Secured Obligations for any reason, including any claim of waiver,
      release, surrender, alteration or compromise, and shall not be subject to
      (and each Grantor hereby waives any right to or claim of) any defense or
      setoff, counterclaim, recoupment or termination whatsoever by reason of
      the invalidity, illegality, nongenuineness, irregularity, compromise,
      unenforceability of, or any other event or occurrence affecting, any
      Secured Obligations or otherwise;

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit
      Agreement, any Note or any other Loan Document;

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral (including the Collateral), or any amendment to or waiver
      or release of or addition to or consent to departure from any guaranty,
      for any of the Secured Obligations; or

            (g) any other circumstances which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      any other Obligor, any surety or any guarantor.

      SECTION 2.6. Postponement of Subrogation, etc. Each Grantor hereby agrees
that it will not exercise any rights which it may acquire by reason of any
payment made hereunder, whether by way of subrogation, reimbursement or
otherwise, until the prior payment in full in cash of all Secured Obligations,
the termination or expiration of all Letters of Credit, the termination of all
Rate Protection Agreements and the termination 


                                      -9-
<PAGE>

of all Commitments. Any amount paid to any Grantor on account of any payment
made hereunder prior to the payment in full in cash of all Secured Obligations
shall be held in trust for the benefit of the Secured Parties and each holder of
a Note and shall immediately be paid to the Secured Parties and each holder of a
Note and credited and applied against the Secured Obligations, whether matured
or unmatured, in accordance with the terms of the Credit Agreement; provided,
however, that if

            (a) such Grantor has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Secured Obligations, and

            (b) all Secured Obligations have been paid in full in cash, all
      Letters of Credit have been terminated or expired, all Rate Protection
      Agreements have been terminated and all Commitments have been permanently
      terminated,

each Secured Party and each holder of a Note agrees that, at the requesting
Grantor's request, the Secured Parties and the holders of the Notes will execute
and deliver to such Grantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
such Grantor of an interest in the Secured Obligations resulting from such
payment by such Grantor. In furtherance of the foregoing, for so long as any
Secured Obligations, Commitments or Letters of Credit remain outstanding or any
Rate Protection Agreement remains in full force and effect, each Grantor shall
refrain from taking any action or commencing any proceeding against the Borrower
or any other Obligor (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in respect of
payments made under this Security Agreement to any Secured Party or any holder
of a Note.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties. Each Grantor represents and
warrants to each Secured Party insofar as the representations and warranties
contained herein are applicable to such Grantor and its properties, as set forth
in this Article III.

      SECTION 3.2. Location of Collateral, etc. All of the Equipment, Inventory
and lock boxes of such Grantor is located at the places specified in Item A,
Item B and Item C, respectively, of Schedule I hereto. None of the Equipment and
Inventory has, within the four months preceding the date of this Security
Agreement (if then owned by such Grantor), been located at any place other than
the places specified in Item A and Item B, respectively, of Schedule I hereto
except as set forth in a footnote thereto. The place(s) of business and chief
executive office of such Grantor and the office(s) where 


                                      -10-
<PAGE>

such Grantor keeps its records concerning the Receivables, and all originals of
all chattel paper which evidence Receivables, are located at the address set
forth in Item D of Schedule I hereto. Such Grantor has no trade names other than
those set forth in Item E of Schedule I hereto. During the four months preceding
the date hereof, such Grantor has not been known by any legal name different
from the one set forth on the signature page hereto, nor has such Grantor been
the subject of any merger or other corporate reorganization, except as set forth
in Item F of Schedule I hereto. If the Collateral includes any Inventory located
in the State of California, such Grantor is not a "retail merchant" within the
meaning of Section 9102 of the Uniform Commercial Code - Secured Transactions of
the State of California. All Receivables evidenced by a promissory note or other
instrument, negotiable document or chattel paper have been duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to the Administrative Agent and delivered and pledged
to the Administrative Agent pursuant to Section 4.8. Such Grantor is not a party
to any Federal, state or local government contract except as set forth in Item G
of Schedule I hereto.

      SECTION 3.3. Ownership, No Liens, etc. Such Grantor owns its Collateral
free and clear of any Lien, security interest, charge or encumbrance except for
the security interest created by this Security Agreement and except as permitted
by the Credit Agreement. No effective financing statement or other instrument
similar in effect covering all or any part of the Collateral is on file in any
recording office, except such as may have been filed in favor of the
Administrative Agent relating to this Security Agreement or as have been filed
in connection with Liens permitted pursuant to Section 7.2.3 of the Credit
Agreement or as to which a duly executed termination statement relating to such
financing statement or other instrument has been delivered to the Administrative
Agent on the Closing Date.

      SECTION 3.4. Possession and Control. Such Grantor has exclusive possession
and control of its Equipment and Inventory.

      SECTION 3.5. Negotiable Documents, Instruments and Chattel Paper. Such
Grantor has, contemporaneously herewith, delivered to the Administrative Agent
possession of all originals of all negotiable documents, instruments and chattel
paper currently owned or held by such Grantor (duly endorsed in blank, if
requested by the Administrative Agent).

      SECTION 3.6. Intellectual Property Collateral. With respect to any
Intellectual Property Collateral the loss, impairment or infringement of which
might have a Material Adverse Effect:

            (a) such Intellectual Property Collateral is subsisting and has not
      been adjudged invalid or unenforceable, in whole or in part;

            (b) such Intellectual Property Collateral is valid and enforceable;


                                      -11-
<PAGE>

            (c) such Grantor has made all necessary filings and recordations to
      protect its interest in such Intellectual Property Collateral, including
      recordations of all of its interests in the Patent Collateral and
      Trademark Collateral in the United States Patent and Trademark Office and
      in corresponding offices in countries in which the failure to so file
      and/or record could reasonably have a Material Adverse Effect and its
      claims to the Copyright Collateral in the United States Copyright Office
      and in corresponding offices in countries in which the failure to so file
      and/or record could reasonably have a Material Adverse Effect;

            (d) such Grantor is the exclusive owner of the entire and
      unencumbered right, title and interest in and to such Intellectual
      Property Collateral and no claim has been made that the use of such
      Intellectual Property Collateral does or may violate the asserted rights
      of any third party; and

            (e) such Grantor has performed and will continue to perform all acts
      and has paid and will continue to pay all required fees and taxes to
      maintain each and every such item of Intellectual Property Collateral in
      full force and effect throughout the world, as applicable.

Such Grantor owns directly or is entitled to use by license or otherwise, all
patents, Trademarks, Trade Secrets, copyrights, mask works, licenses,
technology, know-how, processes and rights with respect to any of the foregoing
used in, necessary for or of importance to the conduct of such Grantor's
business.

      SECTION 3.7. Validity, etc. This Security Agreement creates a valid first
priority security interest in the Collateral securing the payment of the Secured
Obligations, and

            (a) in the case of Collateral comprised of certificated securities
      or instruments, upon the delivery of such Collateral to the Administrative
      Agent, such security interest will be a first priority perfected security
      interest;

            (b) in the case of Collateral comprised of uncertificated securities
      with respect to which a security interest therein may not be perfected
      under applicable law by the filing of a Uniform Commercial Code financing
      statement, upon a "transfer" (as such term is used in Section 8-313 of the
      U.C.C.) of such Collateral to the Administrative Agent, such security
      interest will be a first priority perfected security interest; and

            (c) in the case of all other Collateral, upon the filing of the
      Uniform Commercial Code financing statements delivered by the Grantor to
      the Administrative Agent with respect to such Collateral, such security
      interest will be a first priority perfected security interest.


                                      -12-
<PAGE>

Each Grantor has filed all Uniform Commercial Code financing statements referred
to above in the appropriate offices therefor (or has provided the Administrative
Agent with copies thereof suitable for filing in such offices) and has taken all
of the other actions referred to above necessary to create perfected,
first-priority security interests in the applicable Collateral.

      SECTION 3.8. Authorization, Approval, etc. Except as have been obtained or
made and are in full force and effect (or otherwise provided for to the
satisfaction of the Agents), no authorization, approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either

            (a) for the grant by such Grantor of the security interest granted
      hereby or for the execution, delivery and performance of this Security
      Agreement by such Grantor, or

            (b) for the perfection of or the exercise by the Administrative
      Agent of its rights and remedies hereunder.

      SECTION 3.9. Compliance with Laws. Such Grantor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. Each Grantor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid, any Rate
Protection Agreements shall remain in full force and effect, any Letters of
Credit shall be outstanding or any Lender shall have any outstanding Commitment,
such Grantor will, unless the Required Lenders shall otherwise consent in
writing, perform, comply with and be bound by the obligations set forth in this
Article IV.

      SECTION 4.2. As to Equipment and Inventory. Such Grantor hereby agrees
that it shall

            (a) keep all the Equipment and Inventory (other than Inventory sold
      in the ordinary course of business) at the places therefor specified in
      Section 3.2 or, upon 30 days' prior written notice to the Administrative
      Agent, at such other places in a jurisdiction where all representations
      and warranties set forth in 


                                      -13-
<PAGE>

      Article III (including Section 3.7) shall be true and correct, and all
      action required pursuant to the first sentence of Section 4.8 shall have
      been taken with respect to the Equipment and Inventory;

            (b) cause the Equipment to be maintained and preserved as required
      by Section 7.1.3 of the Credit Agreement; and promptly furnish to the
      Administrative Agent a statement respecting any loss or damage to any of
      such material Equipment; and

            (c) pay promptly when due all property and other material taxes,
      assessments and governmental charges or levies imposed upon, and all
      claims (including claims for labor, materials and supplies) against, the
      Equipment and Inventory, except to the extent the validity thereof is
      being contested in good faith by appropriate proceedings and for which
      adequate reserves in accordance with GAAP have been set aside.

      SECTION 4.3. As to Receivables.

            (a) Such Grantor shall keep its place(s) of business and chief
      executive office and the office(s) where it keeps its records concerning
      the Receivables, and all originals of all chattel paper which evidences
      Receivables, located at the address(es) set forth in Item D of Schedule I
      hereto, or, upon 30 days' prior written notice to the Administrative
      Agent, at such other locations in a jurisdiction where all actions
      required by the first sentence of Section 4.8 shall have been taken with
      respect to the Receivables; not change its name except upon 30 days' prior
      written notice to the Administrative Agent; hold and preserve such records
      and chattel paper; and permit representatives of the Administrative Agent
      at any time during normal business hours to inspect and make abstracts
      from such records and chattel paper. In addition, the Grantor shall give
      the Administrative Agent a supplement to Schedule I hereto on each date a
      Compliance Certificate is required to be delivered to the Administrative
      Agent under the Credit Agreement, which shall set forth any changes to the
      information set forth in Section 3.2.

            (b) Upon written notice by the Administrative Agent to such Grantor
      pursuant to this Section 4.3(b), all proceeds of Collateral received by
      such Grantor shall be delivered in kind to the Administrative Agent for
      deposit to a deposit account (the "Collateral Account") of such Grantor
      maintained with the Administrative Agent, and such Grantor shall not
      commingle any such proceeds, and shall hold separate and apart from all
      other property, all such proceeds in express trust for the benefit of the
      Administrative Agent until delivery thereof is made to the Administrative
      Agent. The Administrative Agent will not give the notice referred to in
      the preceding sentence unless there shall have occurred and be continuing
      a Default of the nature set forth in Section 8.1.9 of the Credit 


                                      -14-
<PAGE>

      Agreement or an Event of Default.

            (c) The Administrative Agent shall have the right to apply any
      amount in the Collateral Account to the payment of any Secured Obligations
      which are due and payable or payable upon demand, or to the payment of any
      Secured Obligations at any time that an Event of Default shall exist.

      SECTION 4.4. As to Collateral.

            (a) Until the occurrence and continuance of a Default of the nature
      set forth in Section 8.1.9 of the Credit Agreement or an Event of Default,
      and such time as the Administrative Agent shall notify such Grantor of the
      revocation of such power and authority such Grantor (i) may in the
      ordinary course of its business (except as otherwise permitted under the
      Credit Agreement), at its own expense, sell, lease or furnish under the
      contracts of service any of the Inventory normally held by such Grantor
      for such purpose, and use and consume, in the ordinary course of its
      business (except as otherwise permitted under the Credit Agreement), any
      raw materials, work in process or materials normally held by such Grantor
      for such purpose, (ii) will, at its own expense, endeavor to collect, as
      and when due, all amounts due with respect to any of the Collateral,
      including the taking of such action with respect to such collection as the
      Administrative Agent may reasonably request following the occurrence of a
      Default of the nature set forth in Section 8.1.9 of the Credit Agreement
      or an Event of Default or, in the absence of such request, as such Grantor
      may deem advisable, and (iii) may grant, in the ordinary course of
      business (except as otherwise permitted under the Credit Agreement), to
      any party obligated on any of the Collateral, any rebate, refund or
      allowance to which such party may be lawfully entitled, and may accept, in
      connection therewith, the return of goods, the sale or lease of which
      shall have given rise to such Collateral. The Administrative Agent,
      however, may, at any time following a Default of the nature set forth in
      Section 8.1.9 of the Credit Agreement or an Event of Default, whether
      before or after any revocation of such power and authority or the maturity
      of any of the Secured Obligations, notify any parties obligated on any of
      the Collateral to make payment to the Administrative Agent of any amounts
      due or to become due thereunder and enforce collection of any of the
      Collateral by suit or otherwise and surrender, release, or exchange all or
      any part thereof, or compromise or extend or renew for any period (whether
      or not longer than the original period) any indebtedness thereunder or
      evidenced thereby. Upon request of the Administrative Agent following a
      Default of the nature set forth in Section 8.1.9 of the Credit Agreement
      or an Event of Default, such Grantor will, at its own expense, notify any
      parties obligated on any of the Collateral to make payment to the
      Administrative Agent of any amounts due or to become due thereunder.

            (b) Following a Default of the nature set forth in Section 8.1.9 of
      the Credit 


                                      -15-
<PAGE>

      Agreement or an Event of Default, the Administrative Agent is authorized
      to endorse, in the name of such Grantor, any item, howsoever received by
      the Administrative Agent, representing any payment on or other proceeds of
      any of the Collateral.

      SECTION 4.5. As to Intellectual Property Collateral. Each Grantor
covenants and agrees to comply with the following provisions as such provisions
relate to any Intellectual Property Collateral of such Grantor:

            (a) such Grantor shall not, unless such Grantor shall either (i)
      reasonably and in good faith determine (and notice of such determination
      shall have been delivered to the Administrative Agent) that any of the
      Patent Collateral is of negligible economic value to such Grantor, or (ii)
      have a valid business purpose to do otherwise, do any act, or omit to do
      any act, whereby any of the Patent Collateral may lapse or become
      abandoned or dedicated to the public or unenforceable.

            (b) such Grantor shall not, and such Grantor shall not permit any of
      its licensees to, unless such Grantor shall either (i) reasonably and in
      good faith determine (and notice of such determination shall have been
      delivered to the Administrative Agent) that any of the Trademark
      Collateral is of negligible economic value to such Grantor, or (ii) have a
      valid business purpose to do otherwise,

                  (i) fail to continue to use any of the Trademark Collateral in
            order to maintain all of the Trademark Collateral in full force free
            from any claim of abandonment for non-use,

                  (ii) fail to maintain as in the past the quality of products
            and services offered under all of the Trademark Collateral,

                  (iii) fail to employ all of the Trademark Collateral
            registered with any Federal or state or foreign authority with an
            appropriate notice of such registration,

                  (iv) adopt or use any other Trademark which is confusingly
            similar or a colorable imitation of any of the Trademark Collateral,

                  (v) use any of the Trademark Collateral registered with any
            Federal or state or foreign authority except for the uses for which
            registration or application for registration of all of the Trademark
            Collateral has been made, and

                  (vi) do or permit any act or knowingly omit to do any act
            whereby 


                                      -16-
<PAGE>

      any of the Trademark Collateral may lapse or become invalid or
      unenforceable.

            (c) such Grantor shall not, unless such Grantor shall either (i)
      reasonably and in good faith determine (and notice of such determination
      shall have been delivered to the Administrative Agent) that any of the
      Copyright Collateral or any of the Trade Secrets Collateral is of
      negligible economic value to such Grantor, or (ii) have a valid business
      purpose to do otherwise, do or permit any act or knowingly omit to do any
      act whereby any of the Copyright Collateral or any of the Trade Secrets
      Collateral may lapse or become invalid or unenforceable or placed in the
      public domain except upon expiration of the end of an unrenewable term of
      a registration thereof.

            (d) such Grantor shall notify the Administrative Agent immediately
      if it knows, or has reason to know, that any application or registration
      relating to any material item of the Intellectual Property Collateral may
      become abandoned or dedicated to the public or placed in the public domain
      or invalid or unenforceable, or of any adverse determination or
      development (including the institution of, or any such determination or
      development in, any proceeding in the United States Patent and Trademark
      Office, the United States Copyright Office or any foreign counterpart
      thereof or any court) regarding such Grantor's ownership of any of the
      Intellectual Property Collateral, its right to register the same or to
      keep and maintain and enforce the same.

            (e) in no event shall such Grantor or any of its agents, employees,
      designees or licensees file an application for the registration of any
      Intellectual Property Collateral with the United States Patent and
      Trademark Office, the United States Copyright Office or any similar office
      or agency in any other country or any political subdivision thereof,
      unless it promptly informs the Administrative Agent, and upon request of
      the Administrative Agent, executes and delivers any and all agreements,
      instruments, documents and papers as the Administrative Agent may
      reasonably request to evidence the Administrative Agent's security
      interest in such Intellectual Property Collateral and the goodwill and
      general intangibles of such Grantor relating thereto or represented
      thereby.

            (f) such Grantor shall take all necessary steps, including in any
      proceeding before the United States Patent and Trademark Office, the
      United States Copyright Office or any similar office or agency in any
      other country or any political subdivision thereof, to maintain and pursue
      any application (and to obtain the relevant registration) filed with
      respect to, and to maintain any registration of, the Intellectual Property
      Collateral, including the filing of applications for renewal, affidavits
      of use, affidavits of incontestability and opposition, interference and
      cancellation proceedings and the payment of fees and taxes (except to the
      extent that dedication, abandonment or invalidation is


                                      -17-
<PAGE>

      permitted under the foregoing clauses (a), (b) and (c)).

            (g) such Grantor shall, contemporaneously herewith, execute and
      deliver to the Administrative Agent a Trademark Security Agreement in the
      form of Exhibit B hereto, and shall execute and deliver to the
      Administrative Agent any other document required to acknowledge or
      register or perfect the Administrative Agent's interest in any part of the
      Intellectual Property Collateral.

      SECTION 4.6. Insurance. Such Grantor will maintain or cause to be
maintained with responsible insurance companies insurance with respect to its
business and properties (including the Equipment and Inventory) against such
casualties and contingencies and of such types and in such amounts as is
required pursuant to the Credit Agreement and will, upon the request of the
Administrative Agent, furnish a certificate of a reputable insurance broker
setting forth the nature and extent of all insurance maintained by such Grantor
in accordance with this Section.

      SECTION 4.7. Transfers and Other Liens. Such Grantor shall not:

            (a) sell, assign (by operation of law or otherwise) or otherwise
      dispose of any of the Collateral, except Inventory in the ordinary course
      of business or as permitted by the Credit Agreement; or

            (b) create or suffer to exist any Lien or other charge or
      encumbrance upon or with respect to any of the Collateral to secure
      Indebtedness of any Person or entity, except for the security interest
      created by this Security Agreement and except as permitted by the Credit
      Agreement.

      SECTION 4.8. Further Assurances, etc. Such Grantor agrees that, from time
to time at its own expense, it will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Administrative Agent may request, in order to perfect,
preserve and protect any security interest granted or purported to be granted
hereby or to enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, such Grantor will

            (a) mark conspicuously each document included in the Inventory, each
      chattel paper included in the Receivables and each Related Contract and,
      at the request of the Administrative Agent, each of its records pertaining
      to the Collateral with a legend, in form and substance satisfactory to the
      Administrative Agent, indicating that such document, chattel paper,
      Related Contract or Collateral is subject to the security interest granted
      hereby;

            (b) if any Receivable shall be evidenced by a promissory note or
      other instrument, negotiable document or chattel paper, deliver and pledge
      to the 


                                      -18-
<PAGE>

      Administrative Agent hereunder such promissory note, instrument,
      negotiable document or chattel paper duly endorsed and accompanied by duly
      executed instruments of transfer or assignment, all in form and substance
      satisfactory to the Administrative Agent;

            (c) execute and file such financing or continuation statements, or
      amendments thereto, and such other instruments or notices (including any
      assignment of claim form under or pursuant to the federal assignment of
      claims statute, 31 U.S.C. ss. 3726, any successor or amended version
      thereof or any regulation promulgated under or pursuant to any version
      thereof), as may be necessary or desirable, or as the Administrative Agent
      may request, in order to perfect and preserve the security interests and
      other rights granted or purported to be granted to the Administrative
      Agent hereby; and

            (d) furnish to the Administrative Agent, from time to time at the
      Administrative Agent's request, statements and schedules further
      identifying and describing the Collateral and such other reports in
      connection with the Collateral as the Administrative Agent may reasonably
      request, all in reasonable detail.

With respect to the foregoing and the grant of the security interest hereunder,
such Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of such Grantor where permitted
by law. A carbon, photographic or other reproduction of this Security Agreement
or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. Each Grantor
hereby irrevocably appoints the Administrative Agent such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, from time to time in the
Administrative Agent's discretion, following the occurrence and continuation of
a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an
Event of Default, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Security Agreement, including:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;


                                      -19-
<PAGE>

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above;

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral;
      and

            (d) to perform the affirmative obligations of such Grantor hereunder
      (including all obligations of such Grantor pursuant to Section 4.8).

      Such Grantor hereby acknowledges, consents and agrees that the power of
attorney granted pursuant to this Section is irrevocable and coupled with an
interest.

      SECTION 5.2. Administrative Agent May Perform. If any Grantor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by such
Grantor pursuant to Section 6.2.

      SECTION 5.3. Administrative Agent Has No Duty. In addition to, and not in
limitation of, Section 2.4, the powers conferred on the Administrative Agent
hereunder are solely to protect its interest (on behalf of the Secured Parties)
in the Collateral and shall not impose any duty on it to exercise any such
powers. Except for reasonable care of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Administrative
Agent shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as any Grantor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred


                                      -20-
<PAGE>

      and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may

                  (i) require each Grantor to, and such Grantor hereby agrees
            that it will, at its expense and upon request of the Administrative
            Agent forthwith, assemble all or part of the Collateral as directed
            by the Administrative Agent and make it available to the
            Administrative Agent at a place to be designated by the
            Administrative Agent which is reasonably convenient to both parties,
            and

                  (ii) without notice except as specified below, sell the
            Collateral or any part thereof in one or more parcels at public or
            private sale, at any of the Administrative Agent's offices or
            elsewhere, for cash, on credit or for future delivery, and upon such
            other terms as the Administrative Agent may deem commercially
            reasonable. Each Grantor agrees that, to the extent notice of sale
            shall be required by law, at least ten days' prior notice to such
            Grantor of the time and place of any public sale or the time after
            which any private sale is to be made shall constitute reasonable
            notification. The Administrative Agent shall not be obligated to
            make any sale of Collateral regardless of notice of sale having been
            given. The Administrative Agent may adjourn any public or private
            sale from time to time by announcement at the time and place fixed
            therefor, and such sale may, without further notice, be made at the
            time and place to which it was so adjourned.

            (b) All cash proceeds received by the Administrative Agent in
      respect of any sale of, collection from, or other realization upon, all or
      any part of the Collateral shall be applied by the Administrative Agent
      against, all or any part of the Obligations as follows:

                  (i) first, to the payment of any amounts payable to the
            Administrative Agent pursuant to Section 11.3 of the Credit
            Agreement and Section 6.2;

                  (ii) second, to the equal and ratable payment of Obligations,
            in accordance with each Secured Party's Obligations owing to it
            under or pursuant to the Credit Agreement or any other Loan
            Document, or under or pursuant to any Hedging Obligation included in
            the Obligations as to each Secured Party, applied

                        (A) first to fees and expense reimbursements then due to


                                      -21-
<PAGE>

                  such Secured Party,

                        (B) then to interest due to such Secured Party,

                        (C) then to pay or prepay principal of the Loans owing
                  to, or to reduce the "credit exposure" of, such Secured Party
                  under such Hedging Obligation, as the case may be, and

                        (D) then to pay the remaining outstanding Obligations
                  and cash collateralize all Letter of Credit Outstandings;

                  (iii) third, without duplication of any amounts paid pursuant
            to clause (b)(ii) above, to the Indemnified Parties to the extent of
            any amounts owing pursuant to Section 11.4 of the Credit Agreement;
            and

                  (iv) fourth, to be held as additional collateral security
            until the payment in full in cash of all of the Obligations, the
            termination or expiration of all Letters of Credit, the termination
            of all Rate Protection Agreements and the termination of all
            Commitments, after which such remaining cash proceeds shall be paid
            over to the applicable Grantor or to whomsoever may be lawfully
            entitled to receive such surplus.

      For purposes of this Security Agreement, the "credit exposure" at any time
      of any Secured Party with respect to a Hedging Obligation to which such
      Secured Party is a party shall be determined at such time in accordance
      with the customary methods of calculating credit exposure under similar
      arrangements by the counterparty to such arrangements, taking into account
      potential interest rate movements and the respective termination
      provisions and notional principal amount and term of such Hedging
      Obligation.

      SECTION 6.2. Indemnity and Expenses.

            (a) Each Grantor jointly and severally agrees to indemnify the
      Administrative Agent from and against any and all claims, losses and
      liabilities arising out of or resulting from this Security Agreement
      (including enforcement of this Security Agreement), except claims, losses
      or liabilities resulting from the Administrative Agent's gross negligence
      or wilful misconduct.

            (b) Each Grantor will upon demand pay to the Administrative Agent
      the amount of any and all reasonable expenses, including the reasonable
      fees and disbursements of its counsel and of any experts and agents, which
      the Administrative Agent may incur in connection with

                  (i) the administration of this Security Agreement,


                                      -22-
<PAGE>

                  (ii) the custody, preservation, use or operation of, or the
            sale of, collection from, or other realization upon, any of the
            Collateral,

                  (iii) the exercise or enforcement of any of the rights of the
            Administrative Agent or the Secured Parties hereunder, and

                  (iv) the failure by any Grantor to perform or observe any of
            the provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Security Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments; etc. No amendment to or waiver of any provision
of this Security Agreement nor consent to any departure by any Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be), and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

      SECTION 7.3. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and, if to any Grantor, mailed or telecopied or delivered to it, addressed to it
in care of the Borrower at the address of the Borrower specified in the Credit
Agreement, if to the Administrative Agent, mailed or telecopied or delivered to
it, addressed to it at the address of the Administrative Agent specified in the
Credit Agreement. All such notices and other communications, when mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any such notice
or communication, if transmitted by telecopier, shall be deemed given when
transmitted and electronically confirmed.

      SECTION 7.4. Additional Grantors. Upon the execution and delivery by any
other Person of an instrument in the form of Annex I hereto, such Person shall
become a "Grantor" hereunder with the same force and effect as if originally
named as a Grantor herein. The execution and delivery of any such instrument
shall not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new 


                                      -23-
<PAGE>

Grantor as a party to this Security Agreement.

      SECTION 7.5. Section Captions. Section captions used in this Security
Agreement are for convenience of reference only, and shall not affect the
construction of this Security Agreement.

      SECTION 7.6. Severability. Wherever possible each provision of this
Security Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Security Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Security Agreement.

      SECTION 7.7. Counterparts. This Security Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.8. Governing Law, Entire Agreement, etc. THIS SECURITY AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR
ORAL, WITH RESPECT THERETO.


                                      -24-
<PAGE>

      IN WITNESS WHEREOF, each Grantor has caused this Security Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.


                                [NAME OF GRANTOR]

                                By
                                   Name:
                                   Title:


                                [NAME OF GRANTOR]

                                By
                                   Name:
                                   Title:


                                [NAME OF GRANTOR]

                                By
                                   Name:
                                   Title:


                                FLEET NATIONAL BANK,
                                 as Administrative Agent

                                By
                                   Name:
                                   Title:

<PAGE>

                                                                      SCHEDULE I
                                                                   to Subsidiary
                                                              Security Agreement
                                                             ([NAME OF GRANTOR])

Item A. Location of Equipment
        ---------------------

                      Description                            Location
                      -----------                            --------

1.

2.

3.

Item B. Location of Inventory
        ---------------------

                      Description                            Location
                      -----------                            --------

1.

2.

3.

Item C. Location of Lock Boxes
        ----------------------
                                                              Contact
         Bank Name and Address         Account Number         Person
         ---------------------         --------------         ------
1.

2.

3.

Item D. Place(s) of Business and Chief Executive Office
        -----------------------------------------------

Item E. Trade Names
        -----------

<PAGE>

Item F. Merger or Other Corporate Reorganization
        ----------------------------------------

Item G. Government Contracts
        --------------------

<PAGE>

                                                                     SCHEDULE II
                                                                   to Subsidiary
                                                              Security Agreement
                                                             ([NAME OF GRANTOR])

Item A. Patents
        -------

                                 Issued Patents
                                 --------------

*Country         Patent No.        Issue Date        Inventor(s)         Title
 -------         ----------        ----------        -----------         -----

                           Pending Patent Applications
                           ---------------------------

*Country         Serial No.        Filing Date       Inventor(s)         Title
 -------         ----------        -----------       -----------         -----

                       Patent Applications in Preparation
                       ----------------------------------

                                    Expected
*Country         Docket No.        Filing Date       Inventor(s)         Title
 -------         ----------        -----------       -----------         -----

Item B. Patent Licenses
        ---------------

*Country or                               Effective      Expiration     Subject
 Territory     Licensor     Licensee         Date           Date         Matter
 ---------     --------     --------      ---------      ----------     -------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

                                                                    SCHEDULE III
                                                                   to Subsidiary
                                                              Security Agreement
                                                             ([NAME OF GRANTOR])

Item A. Trademarks
        ----------

                              Registered Trademarks
                              ---------------------

*Country      Trademark       Registration No.       Registration Date
--------      ---------       ----------------       -----------------

                         Pending Trademark Applications

*Country      Trademark          Serial No.          Filing Date
--------      ---------          ----------          -----------

                      Trademark Applications in Preparation
                      -------------------------------------

                                                Expected      Products/
*Country      Trademark       Docket No.       Filing Date    Services
 -------      ---------       ----------       -----------    --------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

Item B. Trademark Licenses
        ------------------

*Country or                                                Effective  Expiration
 Territory       Trademark     Licensor     Licensee          Date       Date
 ---------       ---------     --------     --------       ---------  ----------
<PAGE>

                                                                     SCHEDULE IV
                                                                   to Subsidiary
                                                              Security Agreement
                                                             ([NAME OF GRANTOR])

Item A. Copyrights/Mask Works
        ---------------------

                        Registered Copyrights/Mask Works
                        --------------------------------

*Country       Registration No.    Registration Date     Author(s)         Title
 -------       ----------------    -----------------     ---------         -----

              Copyright/Mask Work Pending Registration Applications
              -----------------------------------------------------

*Country          Serial No.         Filing Date         Author(s)         Title
 -------          ----------         -----------         ---------         -----

          Copyright/Mask Work Registration Applications in Preparation
          ------------------------------------------------------------

                                      Expected
*Country          Docket No.         Filing Date         Author(s)         Title
 -------          ----------         -----------         ---------         -----

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.
<PAGE>

Item B. Copyright/Mask Work Licenses
        ----------------------------

*Country or                            Effective       Expiration       Subject
 Territory   Licensor     Licensee        Date            Date           Matter
 ---------   --------     --------     ---------       ----------        ------
<PAGE>

                                                                      SCHEDULE V
                                                                   to Subsidiary
                                                              Security Agreement
                                                             ([NAME OF GRANTOR])

                        Trade Secret or Know-How Licenses

*Country or                               Effective      Expiration     Subject
 Territory     Licensor     Licensee         Date           Date        Matter
 ---------     --------     --------      ---------      ----------     ------

--------
*       List items related to the United States first for ease of recordation.
        List items related to other countries next, grouped by country and in
        alphabetical order by country name.

<PAGE>

                                                                       EXHIBIT A
                                                                   to Subsidiary
                                                              Security Agreement

                            PATENT SECURITY AGREEMENT

      This PATENT SECURITY AGREEMENT (this "Agreement"), dated as of __________
__, ____, is made between ___________________, a ____________ (the "Grantor"),
and FLEET NATIONAL BANK, as administrative agent (together with its successor(s)
thereto in such capacity, the "Administrative Agent") for each of the Secured
Parties;

                              W I T N E S S E T H :

      WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), each of the
Parent Guarantors named therein, the various financial institutions as are, or
may from time to time become, parties thereto (each, individually, a "Lender",
and collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication
Agent, Fleet National Bank, as the Administrative Agent and Credit Lyonnais New
York Branch, as the Documentation Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, in connection with the Credit Agreement, the Grantor has executed
and delivered a Subsidiary Security Agreement, dated as of ________ __, ____ (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Security Agreement");

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Patent Collateral (as defined below) to secure
all Secured Obligations;

      WHEREAS, each Grantor is a Subsidiary of the Borrower;

      WHEREAS, the Grantor has duly authorized the execution, delivery and

<PAGE>

performance of this Agreement; and

      WHEREAS, it is in the best interests of the Grantor to execute this
Security Agreement inasmuch as the Grantor will derive substantial direct and
indirect benefits from the Credit Extensions made from time to time to the
Borrower by the Lenders and the Issuers pursuant to the Credit Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuer to
make and maintain Credit Extensions to the Borrower pursuant to the Credit
Agreement, and to induce the Secured Parties to enter into Rate Protection
Agreements, the Grantor agrees, for the benefit of each Secured Party, as
follows:

      SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Security Agreement.

      SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge
and hypothecate to the Administrative Agent, and grant to the Administrative
Agent a security interest in, for its benefit and the benefit of each Secured
Party, all of the following property (the "Patent Collateral"), whether now
owned or hereafter acquired or existing by it:

            (a) all letters patent and applications for letters patent
      throughout the world, including all patent applications in preparation for
      filing anywhere in the world and including each patent and patent
      application referred to in Item A of Attachment 1 attached hereto;

            (b) all reissues, divisions, continuations, continuations-in-part,
      extensions, renewals and reexaminations of any of the items described in
      clause (a);

            (c) all patent licenses, including each patent license referred to
      in Item B of Attachment 1 attached hereto; and

            (d) all proceeds of, and rights associated with, the foregoing
      (including license royalties and proceeds of infringement suits), the
      right to sue third parties for past, present or future infringements of
      any patent or patent application, including any patent or patent
      application referred to in Item A of Attachment 1 attached hereto, and for
      breach or enforcement of any patent license, including any patent license
      referred to in Item B of Attachment 1 attached hereto, and all rights
      corresponding thereto throughout the world.

      SECTION 3. Security Agreement. This Agreement has been executed and


                                      -36-
<PAGE>

delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Patent Collateral with the United States Patent
and Trademark Office and corresponding offices in other countries of the world.
The security interest granted hereby has been granted as a supplement to, and
not in limitation of, the security interest granted to the Administrative Agent
for its benefit and the benefit of each Secured Party under the Security
Agreement. The Security Agreement (and all rights and remedies of the
Administrative Agent and each Secured Party thereunder) shall remain in full
force and effect in accordance with its terms.

      SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Secured Obligations, the termination or expiry of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the Administrative Agent shall, at the Grantor's expense, execute
and deliver to the Grantor all instruments and other documents as may be
necessary or proper to release the lien on and security interest in the Patent
Collateral which has been granted hereunder.

      SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Administrative Agent with respect to
the security interest in the Patent Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which (including
the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.

      SECTION 6. Loan Document, etc. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

      SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                      -37-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.


                              [NAME OF GRANTOR]

                              By
                                Name:
                                Title:


                              FLEET NATIONAL BANK,
                                as Administrative Agent

                              By
                                Name:
                                Title:


                                      -38-
<PAGE>

                                                                    ATTACHMENT 1
                                                            to Subsidiary Patent
                                                              Security Agreement

Item A. Patents
        -------

                                 Issued Patents
                                 --------------

**Country           Patent No.        Issue Date        Inventor(s)      Title
  -------           ----------        ----------        -----------      -----

                           Pending Patent Applications
                           ---------------------------

*Country            Serial No.        Filing Date       Inventor(s)      Title
 -------            ----------        -----------       -----------      -----

                       Patent Applications in Preparation
                       ----------------------------------

                                       Expected
*Country            Docket No.        Filing Date       Inventor(s)      Title
 -------            ----------        -----------       -----------      -----

Item B. Patent Licenses
        ---------------

*Country or                                Effective      Expiration     Subject
 Territory      Licensor     Licensee         Date           Date         Matter
 ---------      --------     --------      ---------      ----------      ------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.
<PAGE>

                                                                       EXHIBIT B
                                                                   to Subsidiary
                                                              Security Agreement

                          TRADEMARK SECURITY AGREEMENT

      This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of
__________ __, ____, is made between _____________________, a ___________
__________ (the "Grantor"), and FLEET NATIONAL BANK, as administrative agent
(together with its successor(s) thereto in such capacity, the "Administrative
Agent") for each of the Secured Parties;

                              W I T N E S S E T H :

      WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), each of the
Parent Guarantors named therein, the various financial institutions as are, or
may from time to time become, parties thereto (each, individually, a "Lender",
and collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication
Agent, Fleet National Bank, as the Administrative Agent and Credit Lyonnais New
York Branch, as the Documentation Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, in connection with the Credit Agreement, the Grantor has executed
and delivered a Subsidiary Security Agreement, dated as of __________ __, ____
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Security Agreement");

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Trademark Collateral (as defined below) to
secure all Secured Obligations;

      WHEREAS, each Grantor is a Subsidiary of the Borrower;

      WHEREAS, the Grantor has duly authorized the execution, delivery and


<PAGE>

performance of this Agreement; and

      WHEREAS, it is in the best interests of the Grantor to execute this
Security Agreement inasmuch as the Grantor will derive substantial direct and
indirect benefits from the Credit Extensions made from time to time to the
Borrower by the Lenders and the Issuer pursuant to the Credit Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuer to
make and maintain Credit Extensions to the Borrower pursuant to the Credit
Agreement, and to induce the Secured Parties to enter into Rate Protection
Agreements, the Grantor agrees, for the benefit of each Secured Party, as
follows:

      SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Security Agreement.

      SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge
and hypothecate to the Administrative Agent, and grant to the Administrative
Agent a security interest in, for its benefit and the benefit of each Secured
Party, all of the following property (the "Trademark Collateral"), whether now
owned or hereafter acquired or existing by it:

            (a) all trademarks, trade names, corporate names, company names,
      business names, fictitious business names, trade styles, service marks,
      certification marks, collective marks, logos, other source of business
      identifiers, prints and labels on which any of the foregoing have appeared
      or appear, designs and general intangibles of a like nature (all of the
      foregoing items in this clause (a) being collectively called a
      "Trademark"), now existing anywhere in the world or hereafter adopted or
      acquired, whether currently in use or not, all registrations and
      recordings thereof and all applications in connection therewith, whether
      pending or in preparation for filing, including registrations, recordings
      and applications in the United States Patent and Trademark Office or in
      any office or agency of the United States of America or any State thereof
      or any foreign country, including those referred to in Item A of
      Attachment 1 attached hereto;

            (b) all Trademark licenses, including each Trademark license
      referred to in Item B of Attachment 1 attached hereto;

            (c) all reissues, extensions or renewals of any of the items
      described in clauses (a) and (b);


                                      -41-
<PAGE>

            (d) all of the goodwill of the business connected with the use of,
      and symbolized by the items described in, clauses (a) and (b); and

            (e) all proceeds of, and rights associated with, the foregoing,
      including any claim by the Grantor against third parties for past, present
      or future infringement or dilution of any Trademark, Trademark
      registration or Trademark license, including any Trademark, Trademark
      registration or Trademark license referred to in Item A and Item B of
      Attachment 1 attached hereto, or for any injury to the goodwill associated
      with the use of any such Trademark or for breach or enforcement of any
      Trademark license.

      SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Trademark Collateral with the United States
Patent and Trademark Office and corresponding offices in other countries of the
world. The security interest granted hereby has been granted as a supplement to,
and not in limitation of, the security interest granted to the Administrative
Agent for its benefit and the benefit of each Secured Party under the Security
Agreement. The Security Agreement (and all rights and remedies of the
Administrative Agent and each Secured Party thereunder) shall remain in full
force and effect in accordance with its terms.

      SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Secured Obligations, the termination or expiry of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the Administrative Agent shall, at the Grantor's expense, execute
and deliver to the Grantor all instruments and other documents as may be
necessary or proper to release the lien on and security interest in the
Trademark Collateral which has been granted hereunder.

      SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Administrative Agent with respect to
the security interest in the Trademark Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

      SECTION 6. Loan Document, etc. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

      SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                      -42-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.


                                      [NAME OF GRANTOR]

                                      By
                                        Name:
                                        Title:


                                      FLEET NATIONAL BANK,
                                        as Administrative Agent

                                       By
                                         Name:
                                         Title:


                                      -43-
<PAGE>

                                                                    ATTACHMENT 1
                                                         to Subsidiary Trademark
                                                              Security Agreement

Item A. Trademarks
        ----------

                              Registered Trademarks
                              ---------------------

*Country      Trademark     Registration No.       Registration Date
 -------      ---------     ----------------       -----------------

                         Pending Trademark Applications
                         ------------------------------

*Country      Trademark          Serial No.          Filing Date
 -------      ---------          ----------          -----------

                      Trademark Applications in Preparation
                      -------------------------------------

                                                Expected     Products/
*Country      Trademark       Docket No.       Filing Date   Services
 -------      ---------       ----------       -----------   --------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

Item B. Trademark Licenses
        ------------------

*Country or                                                Effective  Expiration
 Territory       Trademark     Licensor     Licensee          Date       Date
 ---------       ---------     --------     --------       ---------  ----------
<PAGE>

                                                                       EXHIBIT C
                                                                   to Subsidiary
                                                              Security Agreement

                          COPYRIGHT SECURITY AGREEMENT

      This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of
__________ __, ____, is made between _____________________, a __________ (the
"Grantor"), and FLEET NATIONAL BANK, as administrative agent (together with its
successor(s) thereto in such capacity, the "Administrative Agent") for each of
the Secured Parties;

                              W I T N E S S E T H :

      WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), each of the
Parent Guarantors named therein, the various financial institutions as are, or
may from time to time become, parties thereto (each, individually, a "Lender",
and collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication
Agent, Fleet National Bank, as the Administrative Agent and Credit Lyonnais New
York Branch, as the Documentation Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, in connection with the Credit Agreement, the Grantor has executed
and delivered a Subsidiary Security Agreement, dated as of __________ __, ____
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Security Agreement");

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Administrative Agent a continuing
security interest in all of the Copyright Collateral (as defined below) to
secure all Secured Obligations;

      WHEREAS, each Grantor is a Subsidiary of the Borrower;

      WHEREAS, the Grantor has duly authorized the execution, delivery and

<PAGE>

performance of this Agreement; and

      WHEREAS, it is in the best interests of the Grantor to execute this
Security Agreement inasmuch as the Grantor will derive substantial direct and
indirect benefits from the Credit Extensions made from time to time to the
Borrower by the Lenders and the Issuer pursuant to the Credit Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuer to
make and maintain Credit Extensions to the Borrower pursuant to the Credit
Agreement, and to induce the Secured Parties to enter into Rate Protection
Agreements, the Grantor agrees, for the benefit of each Secured Party, as
follows:

      SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Security Agreement.

      SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge
and hypothecate to the Administrative Agent, and grant to the Administrative
Agent a security interest in, for its benefit and the benefit of each Secured
Party, all of the following property (the "Copyright Collateral"), whether now
owned or hereafter acquired or existing by it, being all copyrights (including
all copyrights for semi-conductor chip product mask works) of the Grantor,
whether statutory or common law, registered or unregistered, now or hereafter in
force throughout the world including all of the Grantor's right, title and
interest in and to all copyrights registered in the United States Copyright
Office or anywhere else in the world and also including the copyrights referred
to in Item A of Attachment 1 attached hereto, and all applications for
registration thereof, whether pending or in preparation, all copyright licenses,
including each copyright license referred to in Item B of Attachment 1 attached
hereto, the right to sue for past, present and future infringements of any
thereof, all rights corresponding thereto throughout the world, all extensions
and renewals of any thereof and all proceeds of the foregoing, including
licenses, royalties, income, payments, claims, damages and proceeds of suit.

      SECTION 3. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest of
the Administrative Agent in the Copyright Collateral with the United States
Copyright Office and corresponding offices in other countries of the world. The
security interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to the Administrative Agent for its
benefit and the benefit of each Secured Party under the Security Agreement. The
Security Agreement (and all rights and remedies of the Administrative Agent and
each Secured Party thereunder) shall remain in full force and effect in
accordance with its terms.


                                      -47-
<PAGE>

      SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Secured Obligations, the termination or expiry of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments, the Administrative Agent shall, at the Grantor's expense, execute
and deliver to the Grantor all instruments and other documents as may be
necessary or proper to release the lien on and security interest in the
Copyright Collateral which has been granted hereunder.

      SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Administrative Agent with respect to
the security interest in the Copyright Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

      SECTION 6. Loan Document, etc. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

      SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.


                                      -48-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                      [NAME OF GRANTOR]

                                      By
                                        Name:
                                        Title:


                                      FLEET NATIONAL BANK,
                                        as Administrative Agent

                                       By
                                         Name:
                                         Title:


                                      -49-
<PAGE>

                                                                    ATTACHMENT 1
                                                         to Subsidiary Copyright
                                                              Security Agreement

Item A. Copyrights/Mask Works
        ---------------------

                        Registered Copyrights/Mask Works
                        --------------------------------

*Country      Registration No.   Registration Date    Author(s)      Title
 -------      ----------------   -----------------    ---------      -----

              Copyright/Mask Work Pending Registration Applications
              -----------------------------------------------------

*Country        Serial No.         Filing Date        Author(s)      Title
 -------        ----------         -----------        ---------      -----

          Copyright/Mask Work Registration Applications in Preparation
          ------------------------------------------------------------

                                     Expected
*Country        Docket No.          Filing Date       Author(s)      Title
 -------        ----------          -----------       ---------      -----

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.
<PAGE>

Item B. Copyright/Mask Work Licenses
        ----------------------------

*Country or                              Effective       Expiration      Subject
 Territory    Licensor     Licensee         Date            Date          Matter
 ---------    --------     --------      ---------       ----------       ------

<PAGE>

                                                                         ANNEX I
                                                to Subsidiary Security Agreement

                   SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT

      This SUPPLEMENT NO. ___, dated as of ________ __, ____ (this
"Supplement"), to the Subsidiary Security Agreement, dated as of ________ __,
____ (as amended, supplemented, amended and restated or otherwise modified from
time to time, the "Security Agreement"), among the initial signatories thereto
and each other Person which from time to time thereafter became a party thereto
pursuant to Section 7.4 thereof (each, individually, a "Grantor", and,
collectively, the "Grantors"), in favor of FLEET NATIONAL BANK, as
administrative agent (together with any successor(s) thereto in such capacity,
the "Administrative Agent") for each of the Secured Parties (such and other
capitalized terms being used herein with the meanings provided, or incorporated
by reference, in the Security Agreement), is made by the undersigned.

                              W I T N E S S E T H:

      WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), each of the
Parent Guarantors named therein, the various financial institutions as are, or
may from time to time become, parties thereto (each, individually, a "Lender",
and collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication
Agent, Fleet National Bank, as the Administrative Agent and Credit Lyonnais New
York Branch, as the Documentation Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the undersigned is required to
execute and deliver this Supplement;

      WHEREAS, the undersigned has duly authorized the execution, delivery and
performance of this Supplement and the Security Agreement;

      WHEREAS, the Security Agreement provides that additional parties may
become Grantors under the Security Agreement by execution and delivery of an

<PAGE>

instrument in the form of this Supplement;

      WHEREAS, pursuant to the provisions of Section 7.4 of the Security
Agreement, the undersigned is becoming an Additional Grantor under the Security
Agreement;

      WHEREAS, the undersigned is a Subsidiary of the Borrower; and

      WHEREAS, the undersigned desires to become a Grantor under the Security
Agreement in order to induce the Secured Parties to continue to make and
maintain Credit Extensions under the Credit Agreement as consideration therefor;

      NOW, THEREFORE, the undersigned agrees, for the benefit of each Secured
Party, as follows:

      SECTION 1. In accordance with the Security Agreement, the undersigned by
its signature below becomes a Grantor under the Security Agreement with the same
force and effect as if it were an original signatory thereto as a Grantor and
the undersigned hereby

            (a) agrees to all the terms and provisions of the Security Agreement
      applicable to it as a Grantor thereunder;

            (b) assigns and pledges to the Administrative Agent for its benefit
      and the ratable benefit of each of the Secured Parties, and grants to the
      Administrative Agent for its benefit and the ratable benefit of each of
      the Secured Parties, a security interest in all of the following, whether
      now or hereafter existing or acquired by the undersigned (its
      "Collateral"):

                  (i) all equipment in all of its forms of the undersigned,
            wherever located, including all parts thereof and all accessions,
            additions, attachments, improvements, substitutions and replacements
            thereto and therefor and all accessories related thereto (any and
            all of the foregoing being the "Equipment");

                  (ii) all inventory in all of its forms of the undersigned,
            wherever located, including

                        (A) all raw materials and work in process therefor,
                  finished goods thereof, and materials used or consumed in the
                  manufacture or production thereof,

                        (B) all goods in which the undersigned has an interest
                  in mass or a joint or other interest or right of any kind
                  (including goods in which the undersigned has an interest or
                  right as consignee), and

<PAGE>

                        (C) all goods which are returned to or repossessed by
                  the undersigned,

            and all accessions thereto, products thereof and documents therefor
            (any and all such inventory, materials, goods, accessions, products
            and documents being the "Inventory");

                  (iii) all accounts, contracts, contract rights, chattel paper,
            documents, instruments, and general intangibles (including tax
            refunds) of the undersigned, whether or not arising out of or in
            connection with the sale or lease of goods or the rendering of
            services, and all rights of the undersigned now or hereafter
            existing in and to all security agreements, guaranties, leases and
            other contracts securing or otherwise relating to any such accounts,
            contracts, contract rights, chattel paper, documents, instruments,
            and general intangibles (any and all such accounts, contracts,
            contract rights, chattel paper, documents, instruments, and general
            intangibles being the "Receivables" (provided, however, that
            Receivables shall not include Prescription Receivables sold to
            Pharmacy Fund pursuant to the Rapid Remit Program), and any and all
            such security agreements, guaranties, leases and other contracts
            being the "Related Contracts") (provided, however, that Related
            Contracts shall not include the Rapid Remit Program Documents);

                  (iv) all Intellectual Property Collateral of the undersigned;

                  (v) all books, records, writings, data bases, information and
            other property relating to, used or useful in connection with,
            evidencing, embodying, incorporating or referring to, any of the
            foregoing in this clause (b);

                  (vi) all of the undersigned's other property and rights of
            every kind and description and interests therein; and

                  (vii) all products, offspring, rents, issues, profits,
            returns, income and proceeds of and from any and all of the
            foregoing Collateral (including proceeds which constitute property
            of the types described in clauses (a), (b), (c), (d), (e) and (f),
            proceeds deposited from time to time in the Collateral Account and
            in any lock boxes of the undersigned, and, to the extent not
            otherwise included, all payments under insurance (whether or not the
            Administrative Agent is the loss payee thereof), or any indemnity,
            warranty or guaranty, payable by reason of loss or damage to or
            otherwise with respect to any of the foregoing Collateral);

      provided, however, that "Collateral" shall not include any general
      intangibles or 

<PAGE>

      other rights arising under any contracts, instruments, licenses or other
      documents as to which the grant of a security interest would constitute a
      violation of a valid and enforceable restriction in favor of a third party
      on such grant, unless and until any required consents shall have been
      obtained and the undersigned agrees to use its commercially reasonable
      best efforts to obtain any such required consent;

            (c) agrees that each of the Schedules attached hereto shall be
      deemed to be a Schedule thereto; and

            (d) represents and warrants that the representations and warranties
      made by it as a Grantor thereunder are true and correct on and as of the
      date hereof.

In furtherance of the foregoing, each reference to a "Grantor" or "Additional
Grantor" in the Security Agreement shall be deemed to include the undersigned.

      SECTION 2. The undersigned hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by the undersigned
and constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms.

      SECTION 3. Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect in accordance with its terms.

      SECTION 4. In the event any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and in the Security Agreement shall not in any way be affected or
impaired.

      SECTION 5. Without limiting the provisions of the Credit Agreement (or any
other Loan Document, including the Security Agreement), the undersigned agrees
to reimburse the Administrative Agent for its reasonable out-of-pocket expenses
in connection with this Supplement, including reasonable attorneys' fees and
expenses of the Administrative Agent.

      SECTION 6. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THIS SUPPLEMENT, THE SECURITY
AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND
SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

      SECTION 7. This Supplement hereby incorporates by reference the provisions

<PAGE>

of the Security Agreement, which provisions are deemed to be a part hereof, and
this Supplement shall be deemed to be a part of the Security Agreement.

      SECTION 8. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.
<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                         [NAME OF ADDITIONAL GRANTOR]

                                          By:
                                             Name:
                                             Title:

ACKNOWLEDGED AND ACCEPTED BY:

FLEET NATIONAL BANK, as
 Administrative Agent

By:
   Name:
   Title:
<PAGE>

                                                                      SCHEDULE I
                                                            to Supplement No. __
                                                to Subsidiary Security Agreement
                                                  ([NAME OF ADDITIONAL GRANTOR])

Item A. Location of Equipment
        ---------------------

                      Description                            Location
                      -----------                            --------

1.

2.

3.

Item B. Location of Inventory
        ---------------------

                      Description                            Location
                      -----------                            --------

1.

2.

3.

Item C. Location of Lock Boxes
        ----------------------
                                                              Contact
         Bank Name and Address         Account Number         Person
         ---------------------         --------------         ------
1.

2.

3.

Item D. Place(s) of Business and Chief Executive Office
        -----------------------------------------------

Item E. Trade Names
        -----------
<PAGE>

Item F. Merger or Other Corporate Reorganization
        ----------------------------------------

Item G. Government Contracts
        --------------------
<PAGE>

                                                                     SCHEDULE II
                                                            to Supplement No. __
                                                to Subsidiary Security Agreement
                                                  ([NAME OF ADDITIONAL GRANTOR])

Item A.  Patents

                                 Issued Patents
                                 --------------

*Country            Patent No.        Issue Date        Inventor(s)       Title
 -------            ----------        ----------        -----------       -----

                           Pending Patent Applications
                           ---------------------------

*Country            Serial No.        Filing Date       Inventor(s)       Title
 -------            ----------        -----------       -----------       -----

                       Patent Applications in Preparation
                       ----------------------------------

                                       Expected
*Country            Docket No.        Filing Date       Inventor(s)       Title
 -------            ----------        -----------       -----------       -----

Item B. Patent Licenses
        ---------------

*Country or                               Effective      Expiration     Subject
 Territory     Licensor     Licensee         Date           Date         Matter
 ---------     --------     --------      ---------      ----------      ------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.
<PAGE>

                                                                    SCHEDULE III
                                                            to Supplement No. __
                                                to Subsidiary Security Agreement
                                                  ([NAME OF ADDITIONAL GRANTOR])

Item A. Trademarks
        ----------

                              Registered Trademarks
                              ---------------------

*Country      Trademark       Registration No.       Registration Date
 -------      ---------       ----------------       -----------------

                         Pending Trademark Applications
                         ------------------------------

*Country      Trademark          Serial No.          Filing Date
 -------      ---------          ----------          -----------

                      Trademark Applications in Preparation
                      -------------------------------------

                                                Expected      Products/
*Country      Trademark       Docket No.       Filing Date    Services
 -------      ---------       ----------       -----------    --------

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.

<PAGE>

Item B. Trademark Licenses
        ------------------

*Country or                                             Effective  Expiration
 Territory       Trademark     Licensor     Licensee       Date       Date
 ---------       ---------     --------     --------    ---------  ----------

<PAGE>

                                                                     SCHEDULE IV
                                                            to Supplement No. __
                                                to Subsidiary Security Agreement
                                                  ([NAME OF ADDITIONAL GRANTOR])

Item A. Copyrights/Mask Works
        ---------------------

                        Registered Copyrights/Mask Works
                        --------------------------------

*Country       Registration No.    Registration Date     Author(s)     Title
 -------       ----------------    -----------------     ---------     -----

              Copyright/Mask Work Pending Registration Applications
              -----------------------------------------------------

*Country          Serial No.         Filing Date         Author(s)     Title
 -------          ----------         -----------         ---------     -----

          Copyright/Mask Work Registration Applications in Preparation
          ------------------------------------------------------------

                                      Expected
*Country          Docket No.         Filing Date         Author(s)     Title
 -------          ----------         -----------         ---------     -----

--------
*     List items related to the United States first for ease of recordation.
      List items related to other countries next, grouped by country and in
      alphabetical order by country name.
<PAGE>

Item B. Copyright/Mask Work Licenses
        ----------------------------

*Country or                               Effective       Expiration    Subject
 Territory     Licensor     Licensee         Date            Date       Matter
 ---------     --------     --------         ----            ----       ------
<PAGE>

                                                                      SCHEDULE V
                                                            to Supplement No. __
                                                to Subsidiary Security Agreement
                                                  ([NAME OF ADDITIONAL GRANTOR])

                        Trade Secret or Know-How Licenses
                        ---------------------------------

*Country or                               Effective      Expiration     Subject
 Territory     Licensor     Licensee         Date           Date        Matter
 ---------     --------     --------         ----           ----        ------

--------
*       List items related to the United States first for ease of recordation.
        List items related to other countries next, grouped by country and in
        alphabetical order by country name.
<PAGE>

                                                                     EXHIBIT G-1
                                                                [CONFORMED COPY]

                 AMENDED AND RESTATED HOLDINGS PLEDGE AGREEMENT

      This AMENDED AND RESTATED HOLDINGS PLEDGE AGREEMENT (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Pledge Agreement"), dated as of September 11, 1998 (amending and restating the
Holdings Pledge Agreement, dated as of February 13, 1998 (the "Existing Pledge
Agreement")), is made by DUANE READE INC., a Delaware corporation (the
"Pledgor"), in favor of FLEET NATIONAL BANK, as administrative agent (together
with its successor(s) thereto, in such capacity the "Administrative Agent") for
each of the Secured Parties.

                              W I T N E S S E T H:

      WHEREAS, pursuant to that certain Amended and Restated Credit Agreement,
dated as of September 11, 1998, amending and restating in its entirety that
certain Credit Agreement, dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date, the "Existing Credit Agreement") (as so amended and
restated or otherwise modified, and together with all amendments, supplements,
restatements and other modifications, if any, thereafter made thereto, the
"Credit Agreement"), among Duane Reade, a New York general partnership (the
"Borrower"), each of the Parent Guarantors named therein (including the
Pledgor), the various financial institutions as are, or may from time to time
become, parties thereto (each, individually, a "Lender", and collectively, the
"Lenders"), DLJ Capital Funding, Inc., as the Syndication Agent, Fleet National
Bank, as the Administrative Agent and Credit Lyonnais New York Branch, as the
Documentation Agent, the Lenders and the Issuer have extended Commitments to
make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making and maintaining of the
Credit Extensions under the Credit Agreement, the Pledgor was required to
execute and deliver the Existing Pledge Agreement;

      WHEREAS, the Pledgor has requested that the Existing Pledge Agreement be
amended and restated in its entirety to read as hereinafter set forth; and

      WHEREAS, it is in the best interests of the Pledgor to execute this Pledge
Agreement inasmuch as the Pledgor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lenders and the Issuer pursuant to the Credit Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency 

<PAGE>

of which are hereby acknowledged, and in order to induce the Lenders and the
Issuer to make and maintain Credit Extensions to the Borrower pursuant to the
Credit Agreement, and to induce Secured Parties to enter into Rate Protection
Agreement(s), the Pledgor agrees, for the benefit of each Secured Party, as
follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Collateral" is defined in Section 2.1.

      "Credit Agreement" is defined in the first recital.

      "Distributions" means all stock dividends, liquidating dividends, shares
of stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other shares of
capital stock constituting Collateral, but shall not include Dividends.

      "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares or other Pledged Property made in the ordinary course of
business and not a liquidating dividend.

      "Lender" and "Lenders" are defined in the first recital.

      "Pledge Agreement" is defined in the preamble.

      "Pledged Note Issuer" means each Person identified in Item A of Attachment
1 hereto as the issuer of the Pledged Note identified opposite the name of such
Person.

      "Pledged Notes" means all promissory notes of any Pledged Note Issuer in
substantially the form of Exhibit A hereto which are delivered by the Pledgor to
the 


                                      -2-
<PAGE>

Administrative Agent as Pledged Property hereunder, as such promissory notes, in
accordance with Section 4.6, are amended, modified or supplemented from time to
time, together with any promissory note of any Pledged Note Issuer taken in
extension or renewal thereof or substitution therefor.

      "Pledged Property" means all Pledged Shares, all Pledged Notes, and all
other pledged shares of capital stock or promissory notes, all other securities,
all assignments of any amounts due or to become due, all other instruments which
are now being delivered by the Pledgor to the Administrative Agent or may from
time to time hereafter be delivered by the Pledgor to the Administrative Agent
for the purpose of pledge under this Pledge Agreement or any other Loan
Document, and all proceeds of any of the foregoing.

      "Pledged Share Issuer" means each Person identified in Item B of
Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the
name of such Person.

      "Pledged Shares" means all shares of capital stock of any Pledged Share
Issuer which are delivered by the Pledgor to the Administrative Agent as Pledged
Property hereunder.

      "Pledgor" is defined in the preamble.

      "Secured Obligations" is defined in Section 2.2.

      "Securities Act" is defined in Section 6.2.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Pledge Agreement, including its preamble
and recitals, with such meanings.

                                   ARTICLE II

                                     PLEDGE

      SECTION 2.1. Grant of Security Interest. The Pledgor hereby (x) confirms
the pledge, hypothecation, assignment, charge, mortgage, delivery, and transfer
to the 


                                      -3-
<PAGE>

Administrative Agent, for its benefit and the ratable benefit of each of the
Secured Parties pursuant to the Existing Pledge Agreement and (y) not in
limitation of such pledge, hypothecation, assignment, charge, mortgage,
delivery, and transfer but as a supplement thereto, and hereby grants to the
Administrative Agent, for its benefit and the ratable benefit of the Secured
Parties, a continuing security interest in, all of the following property of the
Pledgor (the "Collateral"):

            (a) all promissory notes of each Pledged Note Issuer identified in
      Item A of Attachment 1 hereto;

            (b) all other Pledged Notes issued from time to time;

            (c) all issued and outstanding shares of capital stock of each
      Pledged Share Issuer identified in Item B of Attachment 1 hereto;

            (d) all other Pledged Shares issued from time to time;

            (e) all other Pledged Property, whether now or hereafter delivered
      to the Administrative Agent in connection with this Pledge Agreement;

            (f) all Dividends, Distributions, interest, and other payments and
      rights with respect to any Pledged Property; and

            (g) all proceeds of any of the foregoing.

      SECTION 2.2. Security for Obligations. This Pledge Agreement secures the
payment in full in cash of all Obligations of the Borrower now or hereafter
existing under the Credit Agreement, the Notes and each other Loan Document to
which the Borrower is or may become a party, whether for principal, interest,
costs, fees, expenses, or otherwise, and all obligations of the Pledgor and each
other Obligor whether now or hereafter existing under this Pledge Agreement and
each other Loan Document to which the Pledgor or such other Obligor is or may
become a party (all such obligations of the Borrower, the Pledgor and such other
Obligor being the "Secured Obligations").

      SECTION 2.3. Delivery of Pledged Property. All certificates or instruments
representing or evidencing any Collateral, including all Pledged Shares and all
Pledged Notes, shall be delivered to and held by or on behalf of (and, in the
case of the Pledged Notes, endorsed to the order of) the Administrative Agent
pursuant hereto, shall be in suitable form for transfer by delivery, and shall
be accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

      SECTION 2.4. Dividends on Pledged Shares and Payments on Pledged Notes. In
the event that any Dividend is to be paid on any Pledged Share or any payment of
principal or 


                                      -4-
<PAGE>

interest is to be made on any Pledged Note at a time when no Default of the
nature referred to in Section 8.1.9 of the Credit Agreement or Event of Default
has occurred and is continuing or would result therefrom, such Dividend or
payment may be paid directly to the Pledgor. If any such Default or Event of
Default has occurred and is continuing, then any such Dividend or payment shall
be paid directly to the Administrative Agent.

      SECTION 2.5. Continuing Security Interest; Transfer of Note. This Pledge
Agreement shall create a continuing security interest in the Collateral and
shall

            (a) remain in full force and effect until payment in full in cash of
      all Secured Obligations, the termination or expiration of all Letters of
      Credit, the termination of all Rate Protection Agreements and the
      termination of all Commitments,

            (b) be binding upon the Pledgor and its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the foregoing clause (c), any Lender may assign or otherwise
transfer (in whole or in part) any Note or Loan held by it to any other Person
or entity, and such other Person or entity shall thereupon become vested with
all the rights and benefits in respect thereof granted to such Lender under any
Loan Document (including this Pledge Agreement) or otherwise, subject, however,
to any contrary provisions in such assignment or transfer, and to the provisions
of Section 11.11 and Article X of the Credit Agreement. Upon (i) the sale,
transfer or other disposition of Collateral in accordance with the Credit
Agreement or (ii) the payment in full in cash of all Secured Obligations, the
termination or expiration of all Letters of Credit, the termination of all Rate
Protection Agreements and the termination of all Commitments, the security
interests granted herein shall automatically terminate with respect to (x) such
Collateral (in the case of clause (i)) or (y) all Collateral (in the case of
clause (ii)). Upon any such sale, transfer, disposition or termination, the
Administrative Agent will, at the Pledgor's sole expense, deliver to the
Pledgor, without any representations, warranties or recourse of any kind
whatsoever, all certificates and instruments representing or evidencing all
Pledged Shares and all Pledged Notes, together with all other Collateral held by
the Administrative Agent hereunder, and execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination.

      SECTION 2.6. Security Interest Absolute. All rights of the Administrative
Agent and the security interests granted to the Administrative Agent hereunder,
and all obligations of the Pledgor hereunder, shall be absolute and
unconditional, irrespective of

            (a) any lack of validity or enforceability of the Credit Agreement,
      any Note or any other Loan Document,


                                      -5-
<PAGE>

            (b)  the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            under the provisions of the Credit Agreement, any Note, any other
            Loan Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor of, or collateral securing, any Secured Obligations,

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Secured Obligations or any other
      extension, compromise or renewal of any Secured Obligation,

            (d) any reduction, limitation, impairment or termination of any
      Secured Obligations for any reason, including any claim of waiver,
      release, surrender, alteration or compromise, and shall not be subject to
      (and the Pledgor hereby waives any right to or claim of) any defense or
      setoff, counterclaim, recoupment or termination whatsoever by reason of
      the invalidity, illegality, nongenuineness, irregularity, compromise,
      unenforceability of, or any other event or occurrence affecting, any
      Secured Obligations or otherwise,

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit
      Agreement, any Note or any other Loan Document,

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral (including the Collateral), or any amendment to or waiver
      or release of or addition to or consent to departure from any guaranty,
      for any of the Secured Obligations, or

            (g) any other circumstances which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      any other Obligor, any surety or any guarantor.

      SECTION 2.7. Postponement of Subrogation, etc. The Pledgor will not
exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
prior payment, in full and in cash, of all Secured Obligations, the termination
or expiration of all Letters of Credit, the termination of all Rate Protection
Agreements and the termination of all Commitments. Any amount paid to the
Pledgor on account of any payment made hereunder prior to the payment in full in
cash of all Secured Obligations shall be held in trust for the benefit of the
Secured Parties and each holder of a Note and shall immediately be paid to the
Secured Parties and each holder of a 


                                      -6-
<PAGE>

Note and credited and applied against the Secured Obligations, whether matured
or unmatured, in accordance with the terms of the Credit Agreement; provided,
however, that if

            (a) the Pledgor has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Secured Obligations, and

            (b) all Secured Obligations have been paid in full in cash, all
      Letters of Credit have been terminated or expired, all Rate Protection
      Agreements have been terminated and all Commitments have been permanently
      terminated,

each Secured Party and each holder of a Note agrees that, at the Pledgor's
request, the Secured Parties and the holders of the Notes will execute and
deliver to the Pledgor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
the Pledgor of an interest in the Secured Obligations resulting from such
payment by the Pledgor. In furtherance of the foregoing, for so long as any
Secured Obligations, Letters of Credit or Commitments remain outstanding or any
Rate Protection Agreement remains in full force and effect, the Pledgor shall
refrain from taking any action or commencing any proceeding against the Borrower
or any other Obligor (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in respect of
payments made under this Pledge Agreement to any Secured Party or any holder of
a Note.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties, etc. The Pledgor represents
and warrants to each Secured Party, as at the date of each pledge and delivery
hereunder (including each pledge and delivery of Pledged Shares and each pledge
and delivery of a Pledged Note) by the Pledgor to the Administrative Agent of
any Collateral, as set forth in this Article III.

      SECTION 3.2. Ownership, No Liens, etc. The Pledgor is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) such Collateral, free and clear of all
liens, security interests, options, or other charges or encumbrances, except any
lien or security interest granted pursuant hereto in favor of the Administrative
Agent.

      SECTION 3.3. Valid Security Interest. The delivery of such Collateral to
the Administrative Agent is effective to create a valid, perfected, first
priority security interest in such Collateral and all proceeds thereof, securing
the Secured Obligations. No filing or other action will be necessary to perfect
or protect such security interest.

      SECTION 3.4. As to Pledged Shares. In the case of any Pledged Shares
constituting


                                      -7-
<PAGE>

such Collateral, all of such Pledged Shares are duly authorized and validly
issued, fully paid, and non-assessable, and constitute all of the issued and
outstanding shares of capital stock of each Pledged Share Issuer. The Pledgor
has no Subsidiaries other than the Pledged Share Issuers, except as set forth in
Item C of Attachment 1.

      SECTION 3.5. As to Pledged Notes. In the case of each Pledged Note, all of
such Pledged Notes have been duly authorized, executed, endorsed, issued and
delivered, and are the legal, valid and binding obligation of the issuers
thereof, and are not in default.

      SECTION 3.6. Authorization, Approval, etc. No authorization, approval, or
other action by, and no notice to or filing with, any governmental authority,
regulatory body or any other Person is required either

            (a) for the pledge by the Pledgor of any Collateral pursuant to this
      Pledge Agreement or for the execution, delivery, and performance of this
      Pledge Agreement by the Pledgor, or

            (b) for the exercise by the Administrative Agent of the voting or
      other rights provided for in this Pledge Agreement, or, except with
      respect to any Pledged Shares, as may be required in connection with a
      disposition of such Pledged Shares by laws affecting the offering and sale
      of securities generally, the remedies in respect of the Collateral
      pursuant to this Pledge Agreement.

      SECTION 3.7. Compliance with Laws. The Pledgor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. The Pledgor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid, any Letters
of Credit shall be outstanding, any Rate Protection Agreement shall remain in
full force and effect or any Secured Party shall have any outstanding
Commitment, the Pledgor will, unless the Required Lenders shall otherwise
consent in writing, perform, comply with and be bound by the obligations set
forth in this Article IV.

      SECTION 4.2. Protect Collateral; Further Assurances, etc. The Pledgor
agrees and 


                                      -8-
<PAGE>

covenants that it will not sell, assign, transfer, pledge, or encumber in any
other manner the Collateral (except in favor of the Administrative Agent
hereunder). The Pledgor will warrant and defend the right and title herein
granted unto the Administrative Agent in and to the Collateral (and all right,
title, and interest represented by the Collateral) against the claims and
demands of all Persons whomsoever. The Pledgor agrees that at any time, and from
time to time, at the expense of the Pledgor, the Pledgor will promptly execute
and deliver all further instruments, and take all further action, that may be
necessary or desirable, or that the Administrative Agent may reasonably request,
in order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.

      SECTION 4.3. Stock Powers, etc. The Pledgor agrees that all Pledged Shares
(and all other shares of capital stock constituting Collateral) delivered by the
Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed
undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. The Pledgor will, from time to time upon
the request of the Administrative Agent, promptly deliver to the Administrative
Agent such stock powers, instruments, and similar documents, satisfactory in
form and substance to the Administrative Agent, with respect to the Collateral
as the Administrative Agent may reasonably request and will, from time to time
upon the request of the Administrative Agent after the occurrence of any Event
of Default, promptly transfer any Pledged Shares or other shares of common stock
constituting Collateral into the name of any nominee designated by the
Administrative Agent.

      SECTION 4.4. Continuous Pledge. The Pledgor will, at all times, keep
pledged to the Administrative Agent pursuant hereto all Pledged Shares and all
other shares of capital stock constituting Collateral, all Dividends and
Distributions with respect thereto, all Pledged Notes, all interest, principal
and other proceeds received by the Administrative Agent with respect to the
Pledged Notes, and all other Collateral and other securities, instruments,
proceeds, and rights from time to time received by or distributable to the
Pledgor in respect of any Collateral and will not permit any Pledged Share
Issuer to issue any capital stock which shall not have been immediately duly
pledged hereunder on a first priority perfected basis.

      SECTION 4.5. Voting Rights; Dividends, etc. The Pledgor agrees:

            (a) after any Default of the nature referred to in Section 8.1.9 of
      the Credit Agreement or any Event of Default shall have occurred and be
      continuing, promptly upon receipt of notice thereof by the Pledgor and
      without any request therefor by the Administrative Agent, to deliver
      (properly endorsed where required hereby or requested by the
      Administrative Agent) to the Administrative Agent all Dividends,
      Distributions, all interest, all principal, all other cash payments, and
      all proceeds of the Collateral, all of which shall be held by the
      Administrative Agent as additional Collateral for use in accordance with
      Section 6.4; and


                                      -9-
<PAGE>

            (b) after any Event of Default shall have occurred and be continuing
      and the Administrative Agent has notified the Pledgor of the
      Administrative Agent's intention to exercise its voting power under this
      Section 4.5(b)

                  (i) the Administrative Agent may exercise (to the exclusion of
            the Pledgor) the voting power and all other incidental rights of
            ownership with respect to any Pledged Shares or other shares of
            capital stock constituting Collateral and the Pledgor hereby grants
            the Administrative Agent an irrevocable proxy, exercisable under
            such circumstances, to vote the Pledged Shares and such other
            Collateral; and

                  (ii) promptly to deliver to the Administrative Agent such
            additional proxies and other documents as may be necessary to allow
            the Administrative Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Administrative Agent, shall, until
delivery to the Administrative Agent, be held by the Pledgor separate and apart
from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in Section 4.5(b), the Pledgor shall have the exclusive voting power
with respect to any shares of capital stock (including any of the Pledged
Shares) constituting Collateral and the Administrative Agent shall, upon the
written request of the Pledgor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by the Pledgor which are
necessary to allow the Pledgor to exercise voting power with respect to any such
share of capital stock (including any of the Pledged Shares) constituting
Collateral; provided, however, that no vote shall be cast, or consent, waiver,
or ratification given, or action taken by the Pledgor that would impair any
Collateral or be inconsistent with or violate any provision of the Credit
Agreement or any other Loan Document (including this Pledge Agreement).

      SECTION 4.6. Additional Undertakings. The Pledgor will not, without the
prior written consent of the Administrative Agent:

            (a) enter into any agreement amending, supplementing, or waiving any
      provision of any Pledged Note (including any underlying instrument
      pursuant to which such Pledged Note is issued) or compromising or
      releasing or extending the time for payment of any obligation of the maker
      thereof; or

            (b) take or omit to take any action the taking or the omission of
      which would result in any impairment or alteration of any obligation of
      the maker of any Pledged Note or other instrument constituting Collateral.


                                      -10-

<PAGE>

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The Pledgor
hereby irrevocably appoints the Administrative Agent the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Pledge Agreement, including after the occurrence and during the
continuance of a Default of the nature referred to in Section 8.1.9 of the
Credit Agreement or an Event of Default:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above; and

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

      SECTION 5.2. Administrative Agent May Perform. If the Pledgor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the
Pledgor pursuant to Section 6.4.

      SECTION 5.3. Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for

            (a) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relative to
      any Pledged Property, whether or not the Administrative Agent has or is
      deemed to have knowledge of such matters, or


                                      -11-
<PAGE>

            (b) taking any necessary steps to preserve rights against prior
      parties or any other rights pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may, without notice except as specified
      below, sell the Collateral or any part thereof in one or more parcels at
      public or private sale, at any of the Administrative Agent's offices or
      elsewhere, for cash, on credit or for future delivery, and upon such other
      terms as the Administrative Agent may deem commercially reasonable. The
      Pledgor agrees that, to the extent notice of sale shall be required by
      law, at least ten days' prior notice to the Pledgor of the time and place
      of any public sale or the time after which any private sale is to be made
      shall constitute reasonable notification. The Administrative Agent shall
      not be obligated to make any sale of Collateral regardless of notice of
      sale having been given. The Administrative Agent may adjourn any public or
      private sale from time to time by announcement at the time and place fixed
      therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.

            (b) The Administrative Agent may

                  (i) transfer all or any part of the Collateral into the name
            of the Administrative Agent or its nominee, with or without
            disclosing that such Collateral is subject to the lien and security
            interest hereunder,


                                      -12-
<PAGE>

                  (ii) notify the parties obligated on any of the Collateral to
            make payment to the Administrative Agent of any amount due or to
            become due thereunder,

                  (iii) enforce collection of any of the Collateral by suit or
            otherwise, and surrender, release or exchange all or any part
            thereof, or compromise or extend or renew for any period (whether or
            not longer than the original period) any obligations of any nature
            of any party with respect thereto,

                  (iv) endorse any checks, drafts, or other writings in the
            Pledgor's name to allow collection of the Collateral,

                  (v) take control of any proceeds of the Collateral, and

                  (vi) execute (in the name, place and stead of the Pledgor)
            endorsements, assignments, stock powers and other instruments of
            conveyance or transfer with respect to all or any of the Collateral.

      SECTION 6.2. Securities Laws. If the Administrative Agent shall determine
to exercise its right to sell all or any of the Collateral pursuant to Section
6.1, the Pledgor agrees that, upon request of the Administrative Agent, the
Pledgor will, at its own expense:

            (a) execute and deliver, and cause each issuer of the Collateral
      contemplated to be sold and the directors and officers thereof to execute
      and deliver, all such instruments and documents, and do or cause to be
      done all such other acts and things, as may be necessary or, in the
      opinion of the Administrative Agent, advisable to register such Collateral
      under the provisions of the Securities Act of 1933, as from time to time
      amended (the "Securities Act"), and to cause the registration statement
      relating thereto to become effective and to remain effective for such
      period as prospectuses are required by law to be furnished, and to make
      all amendments and supplements thereto and to the related prospectus
      which, in the opinion of the Administrative Agent, are necessary or
      advisable, all in conformity with the requirements of the Securities Act
      and the rules and regulations of the Securities and Exchange Commission
      applicable thereto;

            (b) use its best efforts to qualify the Collateral under the state
      securities or "Blue Sky" laws and to obtain all necessary governmental
      approvals for the sale of the Collateral, as requested by the
      Administrative Agent;

            (c) cause each such issuer to make available to its security
      holders, as soon as practicable, an earnings statement that will satisfy
      the provisions of Section 11(a) of the Securities Act; and

            (d) do or cause to be done all such other acts and things as may be
      necessary to 


                                      -13-
<PAGE>

      make such sale of the Collateral or any part thereof valid and binding and
      in compliance with applicable law.

The Pledgor further acknowledges the impossibility of ascertaining the amount of
damages that would be suffered by the Administrative Agent or the Secured
Parties by reason of the failure by the Pledgor to perform any of the covenants
contained in this Section and, consequently, agrees that, if the Pledgor shall
fail to perform any of such covenants, it shall pay, as liquidated damages and
not as a penalty, an amount equal to the value (as determined by the
Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.

      SECTION 6.3. Compliance with Restrictions. The Pledgor agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Administrative Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and the Pledgor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to the Pledgor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

      SECTION 6.4. Application of Proceeds. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral shall be applied by the
Administrative Agent against, all or any part of the Secured Obligations as
follows:

            (a) first, to the payment of any amounts payable to the
      Administrative Agent pursuant to Section 11.3 of the Credit Agreement and
      Section 6.5;

            (b) second, to the equal and ratable payment of Secured Obligations,
      in accordance with each Secured Party's Secured Obligations owing to it
      under or pursuant to the Credit Agreement or any other Loan Document, or
      under or pursuant to any Hedging Obligation included in the Secured
      Obligations as to each Secured Party, applied

                  (i) first to fees and expense reimbursements then due to such
            Secured Party,


                                      -14-
<PAGE>

                  (ii) then to interest due to such Secured Party,

                  (iii) then to pay or prepay principal of the Loans owing to,
            or to reduce the "credit exposure" of, such Secured Party under such
            Hedging Obligation, as the case may be, and

                  (iv) then to pay the remaining outstanding Secured Obligations
            and cash collateralize all Letter of Credit Outstandings;

            (c) third, without duplication of any amounts paid pursuant to
      clause (b) above, to the Indemnified Parties to the extent of any amounts
      owing pursuant to Section 11.4 of the Credit Agreement; and

            (d) fourth, to be held as additional collateral security until the
      payment in full in cash of all of the Secured Obligations, the termination
      or expiration of all Letters of Credit, the termination of all Rate
      Protection Agreements and the termination of all Commitments, after which
      such remaining cash proceeds shall be paid over to the Pledgor or to
      whomsoever may be lawfully entitled to receive such surplus.

For purposes of this Pledge Agreement, the "credit exposure" at any time of any
Secured Party with respect to a Hedging Obligation to which such Secured Party
is a party shall be determined at such time in accordance with the customary
methods of calculating credit exposure under similar arrangements by the
counterparty to such arrangements, taking into account potential interest rate
movements and the respective termination provisions and notional principal
amount and term of such Hedging Obligation.

      SECTION 6.5. Indemnity and Expenses. The Pledgor hereby indemnifies and
holds harmless the Administrative Agent from and against any and all claims,
losses, and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses, or
liabilities resulting from the Administrative Agent's gross negligence or wilful
misconduct. Upon demand, the Pledgor will pay to the Administrative Agent the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the
Administrative Agent may incur in connection with:

            (a) the administration of this Pledge Agreement, the Credit
      Agreement and each other Loan Document;

            (b) the custody, preservation, use, or operation of, or the sale of,
      collection from, or other realization upon, any of the Collateral;

            (c) the exercise or enforcement of any of the rights of the
      Administrative Agent hereunder; or


                                      -15-
<PAGE>

            (d) the failure by the Pledgor to perform or observe any of the
      provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments, etc. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be) and the Pledgor in the case of an amendment, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

      SECTION 7.3. Protection of Collateral. The Administrative Agent may from
time to time, at its option, perform any act which the Pledgor agrees hereunder
to perform and which the Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.

      SECTION 7.4. Addresses for Notices. All notices and other communications
provided for hereunder to any party hereto shall be in writing (including
telegraphic communication) and mailed or telecopied or delivered to such party,
addressed to such party at its address specified in the Credit Agreement. All
such notices and other communications, when mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice or communication, if
transmitted by telecopier, shall be deemed given when transmitted and
electronically confirmed.

      SECTION 7.5. Section Captions. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

      SECTION 7.6. Severability. Wherever possible each provision of this Pledge


                                      -16-
<PAGE>

Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge Agreement.

      SECTION 7.7. Counterparts. This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.8. Governing Law, Entire Agreement, etc. THIS PLEDGE AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE
THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.


                                      -17-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                          DUANE READE INC.

                                          By /s/William J. Tennant
                                             ----------------------------
                                             Name:  William J. Tennant
                                             Title: Senior Vice President


                                          FLEET NATIONAL BANK,
                                           as Administrative Agent

                                          By /s/ A. Glen Kewley
                                             ----------------------------
                                             Name:  A. Glen Kewley
                                             Title: A.V.P.
<PAGE>

                                                                       EXHIBIT A
                                                                     to Holdings
                                                                Pledge Agreement

                                 PROMISSORY NOTE

                                              $_______________ ________ __, ____

      FOR VALUE RECEIVED, the undersigned, ______________, a _______________
corporation (the "Maker"), promises to pay to the order of DUANE READE INC., a
Delaware corporation (the "Payee"), in equal ________ installments, commencing
__________ __, ____ to and including __________ __, ____, the principal sum of
______________ DOLLARS ($________), representing the aggregate principal amount
of an intercompany loan made by the Payee to the Maker.

      The unpaid principal amount of this promissory note (this "Note") from
time to time outstanding shall bear interest at a rate of interest equal to
____________, which the Maker represents to be a lawful and commercially
reasonable rate, payable __________, and all payments of principal of and
interest on this Note shall be payable in lawful currency of the United States
of America. All such payments shall be made by the Maker to an account
established by the Payee at _______________ and shall be recorded on the grid
attached hereto by the holder hereof (including the Administrative Agent
(hereinafter defined) as pledgee). Upon notice from the Administrative Agent
that a Default (as defined in the Amended and Restated Credit Agreement, dated
as of September 11, 1998 amending and restating in its entirety that certain
Credit Agreement, dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date) (as so amended and restated or otherwise modified, and
together with all amendments, supplements, restatements and other modifications,
if any, thereafter made thereto, the "Credit Agreement"), among Duane Reade, a
New York general partnership (the "Borrower"), the Payee and the other Parent
Guarantors named therein, the various financial institutions as are, or may from
time to time become, parties thereto (each, individually, a "Lender", and
collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication Agent,
Fleet National Bank, as the administrative agent (in such capacity, the
"Administrative Agent") and Credit Lyonnais New York Branch, as the
documentation agent (in such capacity, the "Documentation Agent") as of the
nature referred to in Section 8.1.9 of the Credit Agreement or an Event of
Default (as defined in the Credit Agreement) has occurred and is continuing
under the Credit Agreement, the Maker shall make such payments, in same day
funds, to such other account as the Administrative Agent shall direct in such
notice.

      This Note is one of the Pledged Notes referred to in the Pledge Agreement.
Upon the occurrence and continuance of an Event of Default under the Credit
Agreement, and notice thereof by the Administrative Agent to the Maker, the
Administrative Agent shall have all 
<PAGE>

rights of the Payee to collect and accelerate, and enforce all rights with
respect to, theIndebtedness evidenced by this Note. Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings
provided in the Credit Agreement.

      Reference is made to the Credit Agreement for a description of the Pledge
Agreement pursuant to which this Note has been pledged to the Administrative
Agent as security for the Secured Obligations outstanding from time to time
under the Credit Agreement and each other Loan Document.

      In addition to, but not in limitation of, the foregoing, the Maker further
agrees to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder (including the Administrative Agent as pledgee)
of this Note endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


                                      -20-
<PAGE>

      THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS
NOTE. THE MAKER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PAYEE TO ACCEPT THIS NOTE.

                                          [NAME OF MAKER]

                                          By
                                              Name:
                                              Title:


                                          Pay to the order of FLEET NATIONAL
                                            BANK, as Administrative Agent


                                          DUANE READE INC.

                                          By
                                              Name:
                                              Title:


                                      -21-
<PAGE>

                                      GRID

      Intercompany Loans made by Duane Reade Inc. to [Name of Maker] and
payments of principal of such Loans.

================================================================================
                   Amount of          Amount of        Outstanding
                 Intercompany         Principal         Principal       Notation
    Date             Loan              Payment           Balance         Made By
--------------------------------------------------------------------------------

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================================================================================
<PAGE>

                                                                    ATTACHMENT 1
                                                                     to Holdings
                                                                Pledge Agreement

                                DUANE READE INC.

Item A. Pledged Notes

Pledged Note Issuer           Description

      None.


Item B. Pledged Shares

                                                       Common Stock
                                           ------------------------------------
 Pledged Share Issuer                      Authorized  Outstanding   % of Shares
                                              Shares       Shares      Pledged
                                              ------       ------      -------
 DRI I Inc.                                   1,000        1,000         100%

Item C. Additional Subsidiaries

      None.
<PAGE>

                                                                     EXHIBIT G-2
                                                                [CONFORMED COPY]

                            BORROWER PLEDGE AGREEMENT

      This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or
otherwise modified from time to time, this "Pledge Agreement"), dated as of
September 11, 1998, is made by DUANE READE, a New York general partnership (the
"Pledgor"), in favor of FLEET NATIONAL BANK, as administrative agent (together
with any successor(s) thereto in such capacity, the "Administrative Agent") for
each of the Secured Parties.

                              W I T N E S S E T H:

      WHEREAS, pursuant to that certain Amended and Restated Credit Agreement,
dated as of September 11, 1998, amending and restating in its entirety that
certain Credit Agreement, dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date, the "Existing Credit Agreement") (as so amended and
restated or otherwise modified, and together with all amendments, supplements,
restatements and other modifications, if any, thereafter made thereto, the
"Credit Agreement"), among the Pledgor, the Parent Guarantors named therein, the
various financial institutions as are, or may from time to time become, parties
thereto (each, individually, a "Lender", and collectively, the "Lenders"), DLJ
Capital Funding, Inc., as the Syndication Agent, Fleet National Bank, as the
Administrative Agent and Credit Lyonnais New York Branch, as the Documentation
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions to the Pledgor;

      WHEREAS, as a condition precedent to the making and maintaining of the
Credit Extensions under the Credit Agreement, the Pledgor is required to execute
and deliver this Pledge Agreement; and

      WHEREAS, the Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make and maintain Credit Extensions to the Pledgor pursuant to
the Credit Agreement, and to induce the Secured Parties to enter into Rate
Protection Agreement(s), the Pledgor agrees, for the benefit of each Secured
Party, as follows:
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Collateral" is defined in Section 2.1.

      "Credit Agreement" is defined in the first recital.

      "Distributions" means all stock dividends, liquidating dividends, shares
of stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other shares of
capital stock constituting Collateral, but shall not include Dividends.

      "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares or other Pledged Property made in the ordinary course of
business and not a liquidating dividend.

      "Lender" and "Lenders" are defined in the first recital.

      "Pledge Agreement" is defined in the preamble.

      "Pledged Note Issuer" means each Person identified in Item A of Attachment
1 hereto as the issuer of the Pledged Note identified opposite the name of such
Person.

      "Pledged Notes" means all promissory notes of any Pledged Note Issuer
substantially the form of Exhibit A hereto which are delivered by the Pledgor to
the Administrative Agent as Pledged Property hereunder, as such promissory
notes, in accordance with Section 4.6, are amended, modified or supplemented
from time to time, together with any promissory note of any Pledged Note Issuer
taken in extension or renewal thereof or substitution therefor.

      "Pledged Property" means all Pledged Shares, all Pledged Notes, and all
other pledged shares of capital stock or promissory notes, all other securities,
all assignments of any amounts due or to become due, all other instruments which
are now being delivered by the Pledgor to the Administrative Agent or may from
time to time hereafter be delivered by the Pledgor to the Administrative Agent
for the purpose of pledge under this Pledge Agreement or any other
<PAGE>

Loan Document, and all proceeds of any of the foregoing.

      "Pledged Share Issuer" means each Person identified in Item B of
Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the
name of such Person.

      "Pledged Shares" means all shares of capital stock of any Pledged Share
Issuer which are delivered by the Pledgor to the Administrative Agent as Pledged
Property hereunder.

      "Pledgor" is defined in the preamble.

      "Securities Act" is defined in Section 6.2.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Pledge Agreement, including its preamble
and recitals, with such meanings.

                                   ARTICLE II

                                     PLEDGE

      SECTION 2.1. Grant of Security Interest. The Pledgor hereby pledges,
hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Administrative Agent, for its benefit and the ratable benefit of each of the
Secured Parties, and hereby grants to the Administrative Agent, for its benefit
and the ratable benefit of the Secured Parties, a continuing security interest
in, all of the following property (the "Collateral"):

            (a) all promissory notes of each Pledged Note Issuer identified in
      Item A of Attachment 1 hereto;

            (b) all other Pledged Notes issued from time to time;

            (c) all issued and outstanding shares of capital stock of each
      Pledged Share Issuer identified in Item B of Attachment 1 hereto;

<PAGE>

            (d) all other Pledged Shares issued from time to time;

            (e) all other Pledged Property, whether now or hereafter delivered
      to the Administrative Agent in connection with this Pledge Agreement;

            (f) all Dividends, Distributions, interest, and other payments and
      rights with respect to any Pledged Property; and

            (g) all proceeds of any of the foregoing.

      SECTION 2.2. Security for Obligations. This Pledge Agreement secures the
payment in full in cash of all Obligations of the Pledgor now or hereafter
existing under the Credit Agreement, the Notes and each other Loan Document to
which the Pledgor is or may become a party, whether for principal, interest,
costs, fees, expenses, or otherwise.

      SECTION 2.3. Delivery of Pledged Property. All certificates or instruments
representing or evidencing any Collateral, including all Pledged Shares and all
Pledged Notes, shall be delivered to and held by or on behalf of (and, in the
case of the Pledged Notes, endorsed to the order of) the Administrative Agent
pursuant hereto, shall be in suitable form for transfer by delivery, and shall
be accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

      SECTION 2.4. Dividends on Pledged Shares and Payments on Pledged Notes. In
the event that any Dividend is to be paid on any Pledged Share or any payment of
principal or interest is to be made on any Pledged Note at a time when no
Default of the nature referred to in Section 8.1.9 of the Credit Agreement or
Event of Default has occurred and is continuing or would result therefrom, such
Dividend or payment may be paid directly to the Pledgor. If any such Default or
Event of Default has occurred and is continuing, then any such Dividend or
payment shall be paid directly to the Administrative Agent.

      SECTION 2.5. Continuing Security Interest; Transfer of Note. This Pledge
Agreement shall create a continuing security interest in the Collateral and
shall

            (a) remain in full force and effect until payment in full in cash of
      all Obligations, the termination or expiration of all Letters of Credit,
      the termination of all Rate Protection Agreements and the termination of
      all Commitments,

            (b) be binding upon the Pledgor and its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the foregoing clause (c), any Lender may assign or otherwise
transfer (in 

<PAGE>

whole or in part) any Note or Loan held by it to any other Person or entity, and
such other Person or entity shall thereupon become vested with all the rights
and benefits in respect thereof granted to such Lender under any Loan Document
(including this Pledge Agreement) or otherwise, subject, however, to any
contrary provisions in such assignment or transfer, and to the provisions of
Section 11.11 and Article X of the Credit Agreement. Upon (i) the sale, transfer
or other disposition of Collateral in accordance with the Credit Agreement or
(ii) the payment in full in cash of all Obligations, the termination or
expiration of all Letters of Credit, the termination of all Rate Protection
Agreements and the termination of all Commitments, the security interests
granted herein shall automatically terminate with respect to (x) such Collateral
(in the case of clause (i)) or (y) all Collateral (in the case of clause (ii)).
Upon any such sale, transfer, disposition or termination, the Administrative
Agent will, at the Pledgor's sole expense, deliver to the Pledgor, without any
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares and all Pledged
Notes, together with all other Collateral held by the Administrative Agent
hereunder, and execute and deliver to the Pledgor such documents as the Pledgor
shall reasonably request to evidence such termination.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties, etc. The Pledgor represents
and warrants to each Secured Party, as at the date of each pledge and delivery
hereunder (including each pledge and delivery of Pledged Shares and each pledge
and delivery of a Pledged Note) by the Pledgor to the Administrative Agent of
any Collateral, as set forth in this Article III.

      SECTION 3.2. Ownership, No Liens, etc. The Pledgor is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) such Collateral, free and clear of all
liens, security interests, options, or other charges or encumbrances, except any
lien or security interest granted pursuant hereto in favor of the Administrative
Agent.

      SECTION 3.3. Valid Security Interest. The delivery of such Collateral to
the Administrative Agent is effective to create a valid, perfected, first
priority security interest in such Collateral and all proceeds thereof, securing
the Obligations. No filing or other action will be necessary to perfect or
protect such security interest.

      SECTION 3.4. As to Pledged Shares. In the case of any Pledged Shares
constituting such Collateral, all of such Pledged Shares are duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of capital stock of each Pledged Share Issuer. The
Pledgor has no Subsidiaries other than the Pledged Share Issuers, except as set
forth in Item C of Attachment 1.

<PAGE>

      SECTION 3.5. As to Pledged Notes. In the case of each Pledged Note, all of
such Pledged Notes have been duly authorized, executed, endorsed, issued and
delivered, and are the legal, valid and binding obligation of the issuers
thereof, and are not in default.

      SECTION 3.6. Authorization, Approval, etc. No authorization, approval, or
other action by, and no notice to or filing with, any governmental authority,
regulatory body or any other Person is required either

            (a) for the pledge by the Pledgor of any Collateral pursuant to this
      Pledge Agreement or for the execution, delivery, and performance of this
      Pledge Agreement by the Pledgor, or

            (b) for the exercise by the Administrative Agent of the voting or
      other rights provided for in this Pledge Agreement, or, except with
      respect to any Pledged Shares, as may be required in connection with a
      disposition of such Pledged Shares by laws affecting the offering and sale
      of securities generally, the remedies in respect of the Collateral
      pursuant to this Pledge Agreement.

      SECTION 3.7. Compliance with Laws. The Pledgor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. The Pledgor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid, any Letters
of Credit shall be outstanding, any Rate Protection Agreement shall remain in
full force and effect or any Secured Party shall have any outstanding
Commitment, the Pledgor will, unless the Required Lenders shall otherwise
consent in writing, perform, comply with and be bound by the obligations set
forth in this Article IV.

      SECTION 4.2. Protect Collateral; Further Assurances, etc. The Pledgor
agrees and covenants that it will not sell, assign, transfer, pledge, or
encumber in any other manner the Collateral (except in favor of the
Administrative Agent hereunder). The Pledgor will warrant and defend the right
and title herein granted unto the Administrative Agent in and to the Collateral
(and all right, title, and interest represented by the Collateral) against the
claims and

<PAGE>

demands of all Persons whomsoever. The Pledgor agrees that at any time, and from
time to time, at the expense of the Pledgor, the Pledgor will promptly execute
and deliver all further instruments, and take all further action, that may be
necessary or desirable, or that the Administrative Agent may reasonably request,
in order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.

      SECTION 4.3. Stock Powers, etc. The Pledgor agrees that all Pledged Shares
(and all other shares of capital stock constituting Collateral) delivered by the
Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed
undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. The Pledgor will, from time to time upon
the request of the Administrative Agent, promptly deliver to the Administrative
Agent such stock powers, instruments, and similar documents, satisfactory in
form and substance to the Administrative Agent, with respect to the Collateral
as the Administrative Agent may reasonably request and will, from time to time
upon the request of the Administrative Agent after the occurrence of any Event
of Default, promptly transfer any Pledged Shares or other shares of common stock
constituting Collateral into the name of any nominee designated by the
Administrative Agent.

      SECTION 4.4. Continuous Pledge. The Pledgor will, at all times, keep
pledged to the Administrative Agent pursuant hereto all Pledged Shares and all
other shares of capital stock constituting Collateral, all Dividends and
Distributions with respect thereto, all Pledged Notes, all interest, principal
and other proceeds received by the Administrative Agent with respect to the
Pledged Notes, and all other Collateral and other securities, instruments,
proceeds, and rights from time to time received by or distributable to the
Pledgor in respect of any Collateral and will not permit any Pledged Share
Issuer to issue any capital stock which shall not have been immediately duly
pledged hereunder on a first priority perfected basis.

      SECTION 4.5. Voting Rights; Dividends, etc. The Pledgor agrees:

            (a) after any Default of the nature referred to in Section 8.1.9 of
      the Credit Agreement or Event of Default shall have occurred and be
      continuing, promptly upon receipt of notice thereof by the Pledgor and
      without any request therefor by the Administrative Agent, to deliver
      (properly endorsed where required hereby or requested by the
      Administrative Agent) to the Administrative Agent all Dividends,
      Distributions, all interest, all principal, all other cash payments, and
      all proceeds of the Collateral, all of which shall be held by the
      Administrative Agent as additional Collateral for use in accordance with
      Section 6.4; and

            (b) after any Event of Default shall have occurred and be continuing
      and the Administrative Agent has notified the Pledgor of the
      Administrative Agent's intention to exercise its voting power under this
      Section 4.5(b)

                  (i) the Administrative Agent may exercise (to the exclusion of
            the

<PAGE>

            Pledgor) the voting power and all other incidental rights of
            ownership with respect to any Pledged Shares or other shares of
            capital stock constituting Collateral and the Pledgor hereby grants
            the Administrative Agent an irrevocable proxy, exercisable under
            such circumstances, to vote the Pledged Shares and such other
            Collateral; and

                  (ii) promptly to deliver to the Administrative Agent such
            additional proxies and other documents as may be necessary to allow
            the Administrative Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Administrative Agent, shall, until
delivery to the Administrative Agent, be held by the Pledgor separate and apart
from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in Section 4.5(b), the Pledgor shall have the exclusive voting power
with respect to any shares of capital stock (including any of the Pledged
Shares) constituting Collateral and the Administrative Agent shall, upon the
written request of the Pledgor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by the Pledgor which are
necessary to allow the Pledgor to exercise voting power with respect to any such
share of capital stock (including any of the Pledged Shares) constituting
Collateral; provided, however, that no vote shall be cast, or consent, waiver,
or ratification given, or action taken by the Pledgor that would impair any
Collateral or be inconsistent with or violate any provision of the Credit
Agreement or any other Loan Document (including this Pledge Agreement).

      SECTION 4.6. Additional Undertakings. The Pledgor will not, without the
prior written consent of the Administrative Agent:

            (a) enter into any agreement amending, supplementing, or waiving any
      provision of any Pledged Note (including any underlying instrument
      pursuant to which such Pledged Note is issued) or compromising or
      releasing or extending the time for payment of any obligation of the maker
      thereof; or

            (b) take or omit to take any action the taking or the omission of
      which would result in any impairment or alteration of any obligation of
      the maker of any Pledged Note or other instrument constituting Collateral.

<PAGE>

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The Pledgor
hereby irrevocably appoints the Administrative Agent the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Pledge Agreement, including after the occurrence and continuance of a
Default of the nature referred to in Section 8.1.9 of the Credit Agreement or an
Event of Default:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above; and

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

      SECTION 5.2. Administrative Agent May Perform. If the Pledgor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the
Pledgor pursuant to Section 6.4.

      SECTION 5.3. Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for

            (a) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relative to
      any Pledged Property, whether or not 

<PAGE>

      the Administrative Agent has or is deemed to have knowledge of such
      matters, or

            (b) taking any necessary steps to preserve rights against prior
      parties or any other rights pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may, without notice except as specified
      below, sell the Collateral or any part thereof in one or more parcels at
      public or private sale, at any of the Administrative Agent's offices or
      elsewhere, for cash, on credit or for future delivery, and upon such other
      terms as the Administrative Agent may deem commercially reasonable. The
      Pledgor agrees that, to the extent notice of sale shall be required by
      law, at least ten days' prior notice to the Pledgor of the time and place
      of any public sale or the time after which any private sale is to be made
      shall constitute reasonable notification. The Administrative Agent shall
      not be obligated to make any sale of Collateral regardless of notice of
      sale having been given. The Administrative Agent may adjourn any public or
      private sale from time to time by announcement at the time and place fixed
      therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.

            (b) The Administrative Agent may

                  (i) transfer all or any part of the Collateral into the name
            of the Administrative Agent or its nominee, with or without
            disclosing that such Collateral is subject to the lien and security
            interest hereunder,

<PAGE>

                  (ii) notify the parties obligated on any of the Collateral to
            make payment to the Administrative Agent of any amount due or to
            become due thereunder,

                  (iii) enforce collection of any of the Collateral by suit or
            otherwise, and surrender, release or exchange all or any part
            thereof, or compromise or extend or renew for any period (whether or
            not longer than the original period) any obligations of any nature
            of any party with respect thereto,

                  (iv) endorse any checks, drafts, or other writings in the
            Pledgor's name to allow collection of the Collateral,

                  (v) take control of any proceeds of the Collateral, and

                  (vi) execute (in the name, place and stead of the Pledgor)
            endorsements, assignments, stock powers and other instruments of
            conveyance or transfer with respect to all or any of the Collateral.

      SECTION 6.2. Securities Laws. If the Administrative Agent shall determine
to exercise its right to sell all or any of the Collateral pursuant to Section
6.1, the Pledgor agrees that, upon request of the Administrative Agent, the
Pledgor will, at its own expense:

            (a) execute and deliver, and cause each issuer of the Collateral
      contemplated to be sold and the directors and officers thereof to execute
      and deliver, all such instruments and documents, and do or cause to be
      done all such other acts and things, as may be necessary or, in the
      opinion of the Administrative Agent, advisable to register such Collateral
      under the provisions of the Securities Act of 1933, as from time to time
      amended (the "Securities Act"), and to cause the registration statement
      relating thereto to become effective and to remain effective for such
      period as prospectuses are required by law to be furnished, and to make
      all amendments and supplements thereto and to the related prospectus
      which, in the opinion of the Administrative Agent, are necessary or
      advisable, all in conformity with the requirements of the Securities Act
      and the rules and regulations of the Securities and Exchange Commission
      applicable thereto;

            (b) use its best efforts to qualify the Collateral under the state
      securities or "Blue Sky" laws and to obtain all necessary governmental
      approvals for the sale of the Collateral, as requested by the
      Administrative Agent;

            (c) cause each such issuer to make available to its security
      holders, as soon as practicable, an earnings statement that will satisfy
      the provisions of Section 11(a) of the Securities Act; and

            (d) do or cause to be done all such other acts and things as may be
      necessary to 

<PAGE>

      make such sale of the Collateral or any part thereof valid and binding and
      in compliance with applicable law.

The Pledgor further acknowledges the impossibility of ascertaining the amount of
damages that would be suffered by the Administrative Agent or the Secured
Parties by reason of the failure by the Pledgor to perform any of the covenants
contained in this Section and, consequently, agrees that, if the Pledgor shall
fail to perform any of such covenants, it shall pay, as liquidated damages and
not as a penalty, an amount equal to the value (as determined by the
Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.

      SECTION 6.3. Compliance with Restrictions. The Pledgor agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Administrative Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and the Pledgor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to the Pledgor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

      SECTION 6.4. Application of Proceeds. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral shall be applied by the
Administrative Agent against, all or any part of the Obligations as follows:

            (a) first, to the payment of any amounts payable to the
      Administrative Agent pursuant to Section 11.3 of the Credit Agreement and
      Section 6.5;

            (b) second, to the equal and ratable payment of Obligations, in
      accordance with each Secured Party's Obligations owing to it under or
      pursuant to the Credit Agreement or any other Loan Document, or under or
      pursuant to any Hedging Obligation included in the Obligations as to each
      Secured Party, applied

                  (i) first to fees and expense reimbursements then due to such
            Secured Party,

<PAGE>

                  (ii) then to interest due to such Secured Party,

                  (iii) then to pay or prepay principal of the Loans owing to,
            or to reduce the "credit exposure" of, such Secured Party under such
            Hedging Obligation, as the case may be, and

                  (iv) then to pay the remaining outstanding Obligations and
            cash collateralize all Letter of Credit Outstandings;

            (c) third, without duplication of any amounts paid pursuant to
      clause (b) above, to the Indemnified Parties to the extent of any amounts
      owing pursuant to Section 11.4 of the Credit Agreement; and

            (d) fourth, to be held as additional collateral security until the
      payment in full in cash of all of the Obligations, the termination or
      expiration of all Letters of Credit, the termination of all Rate
      Protection Agreements and the termination of all Commitments, after which
      such remaining cash proceeds shall be paid over to the Pledgor or to
      whomsoever may be lawfully entitled to receive such surplus.

For purposes of this Pledge Agreement, the "credit exposure" at any time of any
Secured Party with respect to a Hedging Obligation to which such Secured Party
is a party shall be determined at such time in accordance with the customary
methods of calculating credit exposure under similar arrangements by the
counterparty to such arrangements, taking into account potential interest rate
movements and the respective termination provisions and notional principal
amount and term of such Hedging Obligation.

      SECTION 6.5. Indemnity and Expenses. The Pledgor hereby indemnifies and
holds harmless the Administrative Agent from and against any and all claims,
losses, and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses, or
liabilities resulting from the Administrative Agent's gross negligence or wilful
misconduct. Upon demand, the Pledgor will pay to the Administrative Agent the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the
Administrative Agent may incur in connection with:

            (a) the administration of this Pledge Agreement, the Credit
      Agreement and each other Loan Document;

            (b) the custody, preservation, use, or operation of, or the sale of,
      collection from, or other realization upon, any of the Collateral;

            (c) the exercise or enforcement of any of the rights of the
      Administrative Agent hereunder; or

<PAGE>

            (d) the failure by the Pledgor to perform or observe any of the
      provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments, etc. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be) and the Pledgor in the case of an amendment, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

      SECTION 7.3. Protection of Collateral. The Administrative Agent may from
time to time, at its option, perform any act which the Pledgor agrees hereunder
to perform and which the Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.

      SECTION 7.4. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and mailed or telecopied or delivered to either party hereto, addressed to such
party at such party's address specified in the Credit Agreement. All such
notices and other communications, when mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice or communication, if
transmitted by telecopier, shall be deemed given when transmitted and
electronically confirmed.

      SECTION 7.5. Section Captions. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

      SECTION 7.6. Severability. Wherever possible each provision of this Pledge

<PAGE>

Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge Agreement.

      SECTION 7.7. Counterparts. This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.8. Governing Law, Entire Agreement, etc. THIS PLEDGE AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE
THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                          DUANE READE
                                          By Duane Reade Inc., a general partner

                                          By /s/ William J. Tennant
                                             -----------------------------------
                                             Name:  William J. Tennant
                                             Title: Senior Vice President

                                          By DRI I Inc., a general partner

                                          By /s/ William J. Tennant
                                             -----------------------------------
                                             Name:  William J. Tennant
                                             Title: Senior Vice President


                                          FLEET NATIONAL BANK,
                                            as Administrative Agent

                                          By /s/ A. Glen Kewley
                                             -----------------------------------
                                             Name:  A. Glen Kewley
                                             Title: A.V.P.

<PAGE>

                                                                       EXHIBIT A
                                                                     to Borrower
                                                                Pledge Agreement

                                 PROMISSORY NOTE

                                              $_______________ ________ __, ____

      FOR VALUE RECEIVED, the undersigned, ______________, a _______________
corporation (the "Maker"), promises to pay to the order of DUANE READE, a New
York general partnership (the "Payee"), in equal ________ installments,
commencing __________ __, ____ to and including __________ __, ____, the
principal sum ________ of DOLLARS ($________), representing the aggregate
principal amount of an intercompany loan made by the Payee to the Maker.

      The unpaid principal amount of this promissory note (this "Note") from
time to time outstanding shall bear interest at a rate of interest equal to
____________, which the Maker represents to be a lawful and commercially
reasonable rate, payable __________, and all payments of principal of and
interest on this Note shall be payable in lawful currency of the United States
of America. All such payments shall be made by the Maker to an account
established by the Payee at _______________ and shall be recorded on the grid
attached hereto by the holder hereof (including the Administrative Agent as
pledgee). Upon notice from the Administrative Agent (hereinafter defined) that a
Default (as defined in the Amended and Restated Credit Agreement, dated as of
September 11, 1998 amending and restating in its entirety that certain Credit
Agreement, dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date) (as so amended and restated and otherwise modified, and together
with all amendments supplements, restatements and other modifications, if any,
thereafter made thereto, or otherwise modified from time to time, the "Credit
Agreement"), among the Payee, the Parent Guarantors named therein, various
financial institutions as are, or may from time to time become, parties thereto
(each individually, a "Lender", and collectively, the "Lenders"), DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as the administrative
agent (in such capacity, the "Administrative Agent") and Credit Lyonnais New
York Branch, as the documentation agent (in such capacity, the "Documentation
Agent") as of the nature referred to in Section 8.1.9 of the Credit Agreement or
an Event of Default (as defined in the Credit Agreement) has occurred and is
continuing under the Credit Agreement, the Maker shall make such payments, in
same day funds, to such other account as the Administrative Agent shall direct
in such notice.

      This Note is one of the Pledged Notes referred to in the Pledge Agreement.
Upon the occurrence and continuance of an Event of Default under the Credit
Agreement, and notice thereof by the Administrative Agent to the Maker, the
Administrative Agent shall have all rights of the Payee to collect and
accelerate, and enforce all rights with respect to, the

<PAGE>

Indebtedness evidenced by this Note. Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.

      Reference is made to the Credit Agreement for a description of the Pledge
Agreement pursuant to which this Note has been pledged to the Administrative
Agent as security for the Obligations outstanding from time to time under the
Credit Agreement and each other Loan Document.

      In addition to, but not in limitation of, the foregoing, the Maker further
agrees to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder (including the Administrative Agent as pledgee)
of this Note endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

<PAGE>

      THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS
NOTE. THE MAKER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PAYEE TO ACCEPT THIS NOTE.

                                          [NAME OF MAKER]

                                          By 
                                             Name:
                                             Title:


                                          Pay to the order of FLEET NATIONAL
                                            BANK, as Administrative Agent


                                          DUANE READE
                                          By Duane Reade Inc., a general partner

                                          By 
                                             Name:
                                             Title:

                                          By DRI I Inc., a general partner

                                          By 
                                             Name:
                                             Title:

<PAGE>

                                      GRID

      Intercompany Loans made by DUANE READE to [Name of Maker] and payments of
principal of such Loans.

================================================================================
                   Amount of          Amount of        Outstanding
                 Intercompany         Principal         Principal       Notation
    Date             Loan              Payment           Balance         Made By
--------------------------------------------------------------------------------

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<PAGE>

                                                                    ATTACHMENT 1
                                                                     to Borrower
                                                                Pledge Agreement

Item A. Pledged Notes

Pledged Note Issuer                 Description

Item B. Pledged Shares

                                                       Common Stock
                                           ------------------------------------
Pledged Share Issuer                       Authorized  Outstanding   % of Shares
--------------------                         Shares       Shares       Pledged
                                           ----------  -----------   -----------

Item C. Additional Subsidiaries
<PAGE>

                                                                     EXHIBIT G-2
                                                                [CONFORMED COPY]

                            BORROWER PLEDGE AGREEMENT

      This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or
otherwise modified from time to time, this "Pledge Agreement"), dated as of
September 11, 1998, is made by DUANE READE, a New York general partnership (the
"Pledgor"), in favor of FLEET NATIONAL BANK, as administrative agent (together
with any successor(s) thereto in such capacity, the "Administrative Agent") for
each of the Secured Parties.

                              W I T N E S S E T H:

      WHEREAS, pursuant to that certain Amended and Restated Credit Agreement,
dated as of September 11, 1998, amending and restating in its entirety that
certain Credit Agreement, dated as of February 13, 1998 (as amended prior to the
Amendment Effective Date, the "Existing Credit Agreement") (as so amended and
restated or otherwise modified, and together with all amendments, supplements,
restatements and other modifications, if any, thereafter made thereto, the
"Credit Agreement"), among the Pledgor, the Parent Guarantors named therein, the
various financial institutions as are, or may from time to time become, parties
thereto (each, individually, a "Lender", and collectively, the "Lenders"), DLJ
Capital Funding, Inc., as the Syndication Agent, Fleet National Bank, as the
Administrative Agent and Credit Lyonnais New York Branch, as the Documentation
Agent, the Lenders and the Issuer have extended Commitments to make Credit
Extensions to the Pledgor;

      WHEREAS, as a condition precedent to the making and maintaining of the
Credit Extensions under the Credit Agreement, the Pledgor is required to execute
and deliver this Pledge Agreement; and

      WHEREAS, the Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make and maintain Credit Extensions to the Pledgor pursuant to
the Credit Agreement, and to induce the Secured Parties to enter into Rate
Protection Agreement(s), the Pledgor agrees, for the benefit of each Secured
Party, as follows:
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Collateral" is defined in Section 2.1.

      "Credit Agreement" is defined in the first recital.

      "Distributions" means all stock dividends, liquidating dividends, shares
of stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other shares of
capital stock constituting Collateral, but shall not include Dividends.

      "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares or other Pledged Property made in the ordinary course of
business and not a liquidating dividend.

      "Lender" and "Lenders" are defined in the first recital.

      "Pledge Agreement" is defined in the preamble.

      "Pledged Note Issuer" means each Person identified in Item A of Attachment
1 hereto as the issuer of the Pledged Note identified opposite the name of such
Person.

      "Pledged Notes" means all promissory notes of any Pledged Note Issuer
substantially the form of Exhibit A hereto which are delivered by the Pledgor to
the Administrative Agent as Pledged Property hereunder, as such promissory
notes, in accordance with Section 4.6, are amended, modified or supplemented
from time to time, together with any promissory note of any Pledged Note Issuer
taken in extension or renewal thereof or substitution therefor.

      "Pledged Property" means all Pledged Shares, all Pledged Notes, and all
other pledged shares of capital stock or promissory notes, all other securities,
all assignments of any amounts due or to become due, all other instruments which
are now being delivered by the Pledgor to the Administrative Agent or may from
time to time hereafter be delivered by the Pledgor to the Administrative Agent
for the purpose of pledge under this Pledge Agreement or any other
<PAGE>

Loan Document, and all proceeds of any of the foregoing.

      "Pledged Share Issuer" means each Person identified in Item B of
Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the
name of such Person.

      "Pledged Shares" means all shares of capital stock of any Pledged Share
Issuer which are delivered by the Pledgor to the Administrative Agent as Pledged
Property hereunder.

      "Pledgor" is defined in the preamble.

      "Securities Act" is defined in Section 6.2.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Pledge Agreement, including its preamble
and recitals, with such meanings.

                                   ARTICLE II

                                     PLEDGE

      SECTION 2.1. Grant of Security Interest. The Pledgor hereby pledges,
hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Administrative Agent, for its benefit and the ratable benefit of each of the
Secured Parties, and hereby grants to the Administrative Agent, for its benefit
and the ratable benefit of the Secured Parties, a continuing security interest
in, all of the following property (the "Collateral"):

            (a) all promissory notes of each Pledged Note Issuer identified in
      Item A of Attachment 1 hereto;

            (b) all other Pledged Notes issued from time to time;

            (c) all issued and outstanding shares of capital stock of each
      Pledged Share Issuer identified in Item B of Attachment 1 hereto;

<PAGE>

            (d) all other Pledged Shares issued from time to time;

            (e) all other Pledged Property, whether now or hereafter delivered
      to the Administrative Agent in connection with this Pledge Agreement;

            (f) all Dividends, Distributions, interest, and other payments and
      rights with respect to any Pledged Property; and

            (g) all proceeds of any of the foregoing.

      SECTION 2.2. Security for Obligations. This Pledge Agreement secures the
payment in full in cash of all Obligations of the Pledgor now or hereafter
existing under the Credit Agreement, the Notes and each other Loan Document to
which the Pledgor is or may become a party, whether for principal, interest,
costs, fees, expenses, or otherwise.

      SECTION 2.3. Delivery of Pledged Property. All certificates or instruments
representing or evidencing any Collateral, including all Pledged Shares and all
Pledged Notes, shall be delivered to and held by or on behalf of (and, in the
case of the Pledged Notes, endorsed to the order of) the Administrative Agent
pursuant hereto, shall be in suitable form for transfer by delivery, and shall
be accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

      SECTION 2.4. Dividends on Pledged Shares and Payments on Pledged Notes. In
the event that any Dividend is to be paid on any Pledged Share or any payment of
principal or interest is to be made on any Pledged Note at a time when no
Default of the nature referred to in Section 8.1.9 of the Credit Agreement or
Event of Default has occurred and is continuing or would result therefrom, such
Dividend or payment may be paid directly to the Pledgor. If any such Default or
Event of Default has occurred and is continuing, then any such Dividend or
payment shall be paid directly to the Administrative Agent.

      SECTION 2.5. Continuing Security Interest; Transfer of Note. This Pledge
Agreement shall create a continuing security interest in the Collateral and
shall

            (a) remain in full force and effect until payment in full in cash of
      all Obligations, the termination or expiration of all Letters of Credit,
      the termination of all Rate Protection Agreements and the termination of
      all Commitments,

            (b) be binding upon the Pledgor and its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the foregoing clause (c), any Lender may assign or otherwise
transfer (in 

<PAGE>

whole or in part) any Note or Loan held by it to any other Person or entity, and
such other Person or entity shall thereupon become vested with all the rights
and benefits in respect thereof granted to such Lender under any Loan Document
(including this Pledge Agreement) or otherwise, subject, however, to any
contrary provisions in such assignment or transfer, and to the provisions of
Section 11.11 and Article X of the Credit Agreement. Upon (i) the sale, transfer
or other disposition of Collateral in accordance with the Credit Agreement or
(ii) the payment in full in cash of all Obligations, the termination or
expiration of all Letters of Credit, the termination of all Rate Protection
Agreements and the termination of all Commitments, the security interests
granted herein shall automatically terminate with respect to (x) such Collateral
(in the case of clause (i)) or (y) all Collateral (in the case of clause (ii)).
Upon any such sale, transfer, disposition or termination, the Administrative
Agent will, at the Pledgor's sole expense, deliver to the Pledgor, without any
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares and all Pledged
Notes, together with all other Collateral held by the Administrative Agent
hereunder, and execute and deliver to the Pledgor such documents as the Pledgor
shall reasonably request to evidence such termination.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties, etc. The Pledgor represents
and warrants to each Secured Party, as at the date of each pledge and delivery
hereunder (including each pledge and delivery of Pledged Shares and each pledge
and delivery of a Pledged Note) by the Pledgor to the Administrative Agent of
any Collateral, as set forth in this Article III.

      SECTION 3.2. Ownership, No Liens, etc. The Pledgor is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) such Collateral, free and clear of all
liens, security interests, options, or other charges or encumbrances, except any
lien or security interest granted pursuant hereto in favor of the Administrative
Agent.

      SECTION 3.3. Valid Security Interest. The delivery of such Collateral to
the Administrative Agent is effective to create a valid, perfected, first
priority security interest in such Collateral and all proceeds thereof, securing
the Obligations. No filing or other action will be necessary to perfect or
protect such security interest.

      SECTION 3.4. As to Pledged Shares. In the case of any Pledged Shares
constituting such Collateral, all of such Pledged Shares are duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of capital stock of each Pledged Share Issuer. The
Pledgor has no Subsidiaries other than the Pledged Share Issuers, except as set
forth in Item C of Attachment 1.

<PAGE>

      SECTION 3.5. As to Pledged Notes. In the case of each Pledged Note, all of
such Pledged Notes have been duly authorized, executed, endorsed, issued and
delivered, and are the legal, valid and binding obligation of the issuers
thereof, and are not in default.

      SECTION 3.6. Authorization, Approval, etc. No authorization, approval, or
other action by, and no notice to or filing with, any governmental authority,
regulatory body or any other Person is required either

            (a) for the pledge by the Pledgor of any Collateral pursuant to this
      Pledge Agreement or for the execution, delivery, and performance of this
      Pledge Agreement by the Pledgor, or

            (b) for the exercise by the Administrative Agent of the voting or
      other rights provided for in this Pledge Agreement, or, except with
      respect to any Pledged Shares, as may be required in connection with a
      disposition of such Pledged Shares by laws affecting the offering and sale
      of securities generally, the remedies in respect of the Collateral
      pursuant to this Pledge Agreement.

      SECTION 3.7. Compliance with Laws. The Pledgor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. The Pledgor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid, any Letters
of Credit shall be outstanding, any Rate Protection Agreement shall remain in
full force and effect or any Secured Party shall have any outstanding
Commitment, the Pledgor will, unless the Required Lenders shall otherwise
consent in writing, perform, comply with and be bound by the obligations set
forth in this Article IV.

      SECTION 4.2. Protect Collateral; Further Assurances, etc. The Pledgor
agrees and covenants that it will not sell, assign, transfer, pledge, or
encumber in any other manner the Collateral (except in favor of the
Administrative Agent hereunder). The Pledgor will warrant and defend the right
and title herein granted unto the Administrative Agent in and to the Collateral
(and all right, title, and interest represented by the Collateral) against the
claims and

<PAGE>

demands of all Persons whomsoever. The Pledgor agrees that at any time, and from
time to time, at the expense of the Pledgor, the Pledgor will promptly execute
and deliver all further instruments, and take all further action, that may be
necessary or desirable, or that the Administrative Agent may reasonably request,
in order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.

      SECTION 4.3. Stock Powers, etc. The Pledgor agrees that all Pledged Shares
(and all other shares of capital stock constituting Collateral) delivered by the
Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed
undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. The Pledgor will, from time to time upon
the request of the Administrative Agent, promptly deliver to the Administrative
Agent such stock powers, instruments, and similar documents, satisfactory in
form and substance to the Administrative Agent, with respect to the Collateral
as the Administrative Agent may reasonably request and will, from time to time
upon the request of the Administrative Agent after the occurrence of any Event
of Default, promptly transfer any Pledged Shares or other shares of common stock
constituting Collateral into the name of any nominee designated by the
Administrative Agent.

      SECTION 4.4. Continuous Pledge. The Pledgor will, at all times, keep
pledged to the Administrative Agent pursuant hereto all Pledged Shares and all
other shares of capital stock constituting Collateral, all Dividends and
Distributions with respect thereto, all Pledged Notes, all interest, principal
and other proceeds received by the Administrative Agent with respect to the
Pledged Notes, and all other Collateral and other securities, instruments,
proceeds, and rights from time to time received by or distributable to the
Pledgor in respect of any Collateral and will not permit any Pledged Share
Issuer to issue any capital stock which shall not have been immediately duly
pledged hereunder on a first priority perfected basis.

      SECTION 4.5. Voting Rights; Dividends, etc. The Pledgor agrees:

            (a) after any Default of the nature referred to in Section 8.1.9 of
      the Credit Agreement or Event of Default shall have occurred and be
      continuing, promptly upon receipt of notice thereof by the Pledgor and
      without any request therefor by the Administrative Agent, to deliver
      (properly endorsed where required hereby or requested by the
      Administrative Agent) to the Administrative Agent all Dividends,
      Distributions, all interest, all principal, all other cash payments, and
      all proceeds of the Collateral, all of which shall be held by the
      Administrative Agent as additional Collateral for use in accordance with
      Section 6.4; and

            (b) after any Event of Default shall have occurred and be continuing
      and the Administrative Agent has notified the Pledgor of the
      Administrative Agent's intention to exercise its voting power under this
      Section 4.5(b)

                  (i) the Administrative Agent may exercise (to the exclusion of
            the

<PAGE>

            Pledgor) the voting power and all other incidental rights of
            ownership with respect to any Pledged Shares or other shares of
            capital stock constituting Collateral and the Pledgor hereby grants
            the Administrative Agent an irrevocable proxy, exercisable under
            such circumstances, to vote the Pledged Shares and such other
            Collateral; and

                  (ii) promptly to deliver to the Administrative Agent such
            additional proxies and other documents as may be necessary to allow
            the Administrative Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Administrative Agent, shall, until
delivery to the Administrative Agent, be held by the Pledgor separate and apart
from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in Section 4.5(b), the Pledgor shall have the exclusive voting power
with respect to any shares of capital stock (including any of the Pledged
Shares) constituting Collateral and the Administrative Agent shall, upon the
written request of the Pledgor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by the Pledgor which are
necessary to allow the Pledgor to exercise voting power with respect to any such
share of capital stock (including any of the Pledged Shares) constituting
Collateral; provided, however, that no vote shall be cast, or consent, waiver,
or ratification given, or action taken by the Pledgor that would impair any
Collateral or be inconsistent with or violate any provision of the Credit
Agreement or any other Loan Document (including this Pledge Agreement).

      SECTION 4.6. Additional Undertakings. The Pledgor will not, without the
prior written consent of the Administrative Agent:

            (a) enter into any agreement amending, supplementing, or waiving any
      provision of any Pledged Note (including any underlying instrument
      pursuant to which such Pledged Note is issued) or compromising or
      releasing or extending the time for payment of any obligation of the maker
      thereof; or

            (b) take or omit to take any action the taking or the omission of
      which would result in any impairment or alteration of any obligation of
      the maker of any Pledged Note or other instrument constituting Collateral.

<PAGE>

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The Pledgor
hereby irrevocably appoints the Administrative Agent the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Pledge Agreement, including after the occurrence and continuance of a
Default of the nature referred to in Section 8.1.9 of the Credit Agreement or an
Event of Default:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above; and

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

      SECTION 5.2. Administrative Agent May Perform. If the Pledgor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the
Pledgor pursuant to Section 6.4.

      SECTION 5.3. Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for

            (a) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relative to
      any Pledged Property, whether or not 

<PAGE>

      the Administrative Agent has or is deemed to have knowledge of such
      matters, or

            (b) taking any necessary steps to preserve rights against prior
      parties or any other rights pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may, without notice except as specified
      below, sell the Collateral or any part thereof in one or more parcels at
      public or private sale, at any of the Administrative Agent's offices or
      elsewhere, for cash, on credit or for future delivery, and upon such other
      terms as the Administrative Agent may deem commercially reasonable. The
      Pledgor agrees that, to the extent notice of sale shall be required by
      law, at least ten days' prior notice to the Pledgor of the time and place
      of any public sale or the time after which any private sale is to be made
      shall constitute reasonable notification. The Administrative Agent shall
      not be obligated to make any sale of Collateral regardless of notice of
      sale having been given. The Administrative Agent may adjourn any public or
      private sale from time to time by announcement at the time and place fixed
      therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.

            (b) The Administrative Agent may

                  (i) transfer all or any part of the Collateral into the name
            of the Administrative Agent or its nominee, with or without
            disclosing that such Collateral is subject to the lien and security
            interest hereunder,

<PAGE>

                  (ii) notify the parties obligated on any of the Collateral to
            make payment to the Administrative Agent of any amount due or to
            become due thereunder,

                  (iii) enforce collection of any of the Collateral by suit or
            otherwise, and surrender, release or exchange all or any part
            thereof, or compromise or extend or renew for any period (whether or
            not longer than the original period) any obligations of any nature
            of any party with respect thereto,

                  (iv) endorse any checks, drafts, or other writings in the
            Pledgor's name to allow collection of the Collateral,

                  (v) take control of any proceeds of the Collateral, and

                  (vi) execute (in the name, place and stead of the Pledgor)
            endorsements, assignments, stock powers and other instruments of
            conveyance or transfer with respect to all or any of the Collateral.

      SECTION 6.2. Securities Laws. If the Administrative Agent shall determine
to exercise its right to sell all or any of the Collateral pursuant to Section
6.1, the Pledgor agrees that, upon request of the Administrative Agent, the
Pledgor will, at its own expense:

            (a) execute and deliver, and cause each issuer of the Collateral
      contemplated to be sold and the directors and officers thereof to execute
      and deliver, all such instruments and documents, and do or cause to be
      done all such other acts and things, as may be necessary or, in the
      opinion of the Administrative Agent, advisable to register such Collateral
      under the provisions of the Securities Act of 1933, as from time to time
      amended (the "Securities Act"), and to cause the registration statement
      relating thereto to become effective and to remain effective for such
      period as prospectuses are required by law to be furnished, and to make
      all amendments and supplements thereto and to the related prospectus
      which, in the opinion of the Administrative Agent, are necessary or
      advisable, all in conformity with the requirements of the Securities Act
      and the rules and regulations of the Securities and Exchange Commission
      applicable thereto;

            (b) use its best efforts to qualify the Collateral under the state
      securities or "Blue Sky" laws and to obtain all necessary governmental
      approvals for the sale of the Collateral, as requested by the
      Administrative Agent;

            (c) cause each such issuer to make available to its security
      holders, as soon as practicable, an earnings statement that will satisfy
      the provisions of Section 11(a) of the Securities Act; and

            (d) do or cause to be done all such other acts and things as may be
      necessary to 

<PAGE>

      make such sale of the Collateral or any part thereof valid and binding and
      in compliance with applicable law.

The Pledgor further acknowledges the impossibility of ascertaining the amount of
damages that would be suffered by the Administrative Agent or the Secured
Parties by reason of the failure by the Pledgor to perform any of the covenants
contained in this Section and, consequently, agrees that, if the Pledgor shall
fail to perform any of such covenants, it shall pay, as liquidated damages and
not as a penalty, an amount equal to the value (as determined by the
Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.

      SECTION 6.3. Compliance with Restrictions. The Pledgor agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Administrative Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and the Pledgor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to the Pledgor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

      SECTION 6.4. Application of Proceeds. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral shall be applied by the
Administrative Agent against, all or any part of the Obligations as follows:

            (a) first, to the payment of any amounts payable to the
      Administrative Agent pursuant to Section 11.3 of the Credit Agreement and
      Section 6.5;

            (b) second, to the equal and ratable payment of Obligations, in
      accordance with each Secured Party's Obligations owing to it under or
      pursuant to the Credit Agreement or any other Loan Document, or under or
      pursuant to any Hedging Obligation included in the Obligations as to each
      Secured Party, applied

                  (i) first to fees and expense reimbursements then due to such
            Secured Party,

<PAGE>

                  (ii) then to interest due to such Secured Party,

                  (iii) then to pay or prepay principal of the Loans owing to,
            or to reduce the "credit exposure" of, such Secured Party under such
            Hedging Obligation, as the case may be, and

                  (iv) then to pay the remaining outstanding Obligations and
            cash collateralize all Letter of Credit Outstandings;

            (c) third, without duplication of any amounts paid pursuant to
      clause (b) above, to the Indemnified Parties to the extent of any amounts
      owing pursuant to Section 11.4 of the Credit Agreement; and

            (d) fourth, to be held as additional collateral security until the
      payment in full in cash of all of the Obligations, the termination or
      expiration of all Letters of Credit, the termination of all Rate
      Protection Agreements and the termination of all Commitments, after which
      such remaining cash proceeds shall be paid over to the Pledgor or to
      whomsoever may be lawfully entitled to receive such surplus.

For purposes of this Pledge Agreement, the "credit exposure" at any time of any
Secured Party with respect to a Hedging Obligation to which such Secured Party
is a party shall be determined at such time in accordance with the customary
methods of calculating credit exposure under similar arrangements by the
counterparty to such arrangements, taking into account potential interest rate
movements and the respective termination provisions and notional principal
amount and term of such Hedging Obligation.

      SECTION 6.5. Indemnity and Expenses. The Pledgor hereby indemnifies and
holds harmless the Administrative Agent from and against any and all claims,
losses, and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses, or
liabilities resulting from the Administrative Agent's gross negligence or wilful
misconduct. Upon demand, the Pledgor will pay to the Administrative Agent the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the
Administrative Agent may incur in connection with:

            (a) the administration of this Pledge Agreement, the Credit
      Agreement and each other Loan Document;

            (b) the custody, preservation, use, or operation of, or the sale of,
      collection from, or other realization upon, any of the Collateral;

            (c) the exercise or enforcement of any of the rights of the
      Administrative Agent hereunder; or

<PAGE>

            (d) the failure by the Pledgor to perform or observe any of the
      provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments, etc. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be) and the Pledgor in the case of an amendment, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

      SECTION 7.3. Protection of Collateral. The Administrative Agent may from
time to time, at its option, perform any act which the Pledgor agrees hereunder
to perform and which the Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.

      SECTION 7.4. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and mailed or telecopied or delivered to either party hereto, addressed to such
party at such party's address specified in the Credit Agreement. All such
notices and other communications, when mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice or communication, if
transmitted by telecopier, shall be deemed given when transmitted and
electronically confirmed.

      SECTION 7.5. Section Captions. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

      SECTION 7.6. Severability. Wherever possible each provision of this Pledge

<PAGE>

Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge Agreement.

      SECTION 7.7. Counterparts. This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.8. Governing Law, Entire Agreement, etc. THIS PLEDGE AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE
THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                          DUANE READE
                                          By Duane Reade Inc., a general partner

                                          By /s/ William J. Tennant
                                             -----------------------------------
                                             Name:  William J. Tennant
                                             Title: Senior Vice President

                                          By DRI I Inc., a general partner

                                          By /s/ William J. Tennant
                                             -----------------------------------
                                             Name:  William J. Tennant
                                             Title: Senior Vice President


                                          FLEET NATIONAL BANK,
                                            as Administrative Agent

                                          By /s/ A. Glen Kewley
                                             -----------------------------------
                                             Name:  A. Glen Kewley
                                             Title: A.V.P.

<PAGE>

                                                                       EXHIBIT A
                                                                     to Borrower
                                                                Pledge Agreement

                                 PROMISSORY NOTE

                                              $_______________ ________ __, ____

      FOR VALUE RECEIVED, the undersigned, ______________, a _______________
corporation (the "Maker"), promises to pay to the order of DUANE READE, a New
York general partnership (the "Payee"), in equal ________ installments,
commencing __________ __, ____ to and including __________ __, ____, the
principal sum ________ of DOLLARS ($________), representing the aggregate
principal amount of an intercompany loan made by the Payee to the Maker.

      The unpaid principal amount of this promissory note (this "Note") from
time to time outstanding shall bear interest at a rate of interest equal to
____________, which the Maker represents to be a lawful and commercially
reasonable rate, payable __________, and all payments of principal of and
interest on this Note shall be payable in lawful currency of the United States
of America. All such payments shall be made by the Maker to an account
established by the Payee at _______________ and shall be recorded on the grid
attached hereto by the holder hereof (including the Administrative Agent as
pledgee). Upon notice from the Administrative Agent (hereinafter defined) that a
Default (as defined in the Amended and Restated Credit Agreement, dated as of
September 11, 1998 amending and restating in its entirety that certain Credit
Agreement, dated as of February 13, 1998 (as amended prior to the Amendment
Effective Date) (as so amended and restated and otherwise modified, and together
with all amendments supplements, restatements and other modifications, if any,
thereafter made thereto, or otherwise modified from time to time, the "Credit
Agreement"), among the Payee, the Parent Guarantors named therein, various
financial institutions as are, or may from time to time become, parties thereto
(each individually, a "Lender", and collectively, the "Lenders"), DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as the administrative
agent (in such capacity, the "Administrative Agent") and Credit Lyonnais New
York Branch, as the documentation agent (in such capacity, the "Documentation
Agent") as of the nature referred to in Section 8.1.9 of the Credit Agreement or
an Event of Default (as defined in the Credit Agreement) has occurred and is
continuing under the Credit Agreement, the Maker shall make such payments, in
same day funds, to such other account as the Administrative Agent shall direct
in such notice.

      This Note is one of the Pledged Notes referred to in the Pledge Agreement.
Upon the occurrence and continuance of an Event of Default under the Credit
Agreement, and notice thereof by the Administrative Agent to the Maker, the
Administrative Agent shall have all rights of the Payee to collect and
accelerate, and enforce all rights with respect to, the

<PAGE>

Indebtedness evidenced by this Note. Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.

      Reference is made to the Credit Agreement for a description of the Pledge
Agreement pursuant to which this Note has been pledged to the Administrative
Agent as security for the Obligations outstanding from time to time under the
Credit Agreement and each other Loan Document.

      In addition to, but not in limitation of, the foregoing, the Maker further
agrees to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder (including the Administrative Agent as pledgee)
of this Note endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

<PAGE>

      THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS
NOTE. THE MAKER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PAYEE TO ACCEPT THIS NOTE.

                                          [NAME OF MAKER]

                                          By 
                                             Name:
                                             Title:


                                          Pay to the order of FLEET NATIONAL
                                            BANK, as Administrative Agent


                                          DUANE READE
                                          By Duane Reade Inc., a general partner

                                          By 
                                             Name:
                                             Title:

                                          By DRI I Inc., a general partner

                                          By 
                                             Name:
                                             Title:

<PAGE>

                                      GRID

      Intercompany Loans made by DUANE READE to [Name of Maker] and payments of
principal of such Loans.

================================================================================
                   Amount of          Amount of        Outstanding
                 Intercompany         Principal         Principal       Notation
    Date             Loan              Payment           Balance         Made By
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                                                                    ATTACHMENT 1
                                                                     to Borrower
                                                                Pledge Agreement

Item A. Pledged Notes

Pledged Note Issuer                 Description

Item B. Pledged Shares

                                                       Common Stock
                                           ------------------------------------
Pledged Share Issuer                       Authorized  Outstanding   % of Shares
--------------------                         Shares       Shares       Pledged
                                           ----------  -----------   -----------

Item C. Additional Subsidiaries

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                                                                   EXHIBIT G-3
                                                to Second Amended and Restated
                                                              Credit Agreement

                           SUBSIDIARY PLEDGE AGREEMENT

      This SUBSIDIARY PLEDGE AGREEMENT (as amended, supplemented, amended and
restated or otherwise modified from time to time, this "Pledge Agreement"),
dated as of __________ __, ____, is made by each Subsidiary (as defined below)
of the Borrower (as defined below) a signatory hereto, and each other Person
which may from time to time hereafter become a party hereto pursuant to Section
7.5 (each, individually, an "Additional Pledgor", and, collectively, the
"Additional Pledgors", and, together with each such Subsidiary, each,
individually, a "Pledgor", and, collectively, the "Pledgors"), in favor of FLEET
NATIONAL BANK, as administrative agent (together with its successor(s) thereto,
in such capacity, the "Administrative Agent") for each of the Secured Parties.

                             W I T N E S S E T H:

      WHEREAS, pursuant to that certain Second Amended and Restated Credit
Agreement, dated as of March 17, 1999, amending and restating in its entirety
that certain Amended and Restated Credit Agreement, dated as of September 11,
1998 (as amended prior to the Amendment Effective Date, the "Existing Credit
Agreement") (as so amended and restated or otherwise modified, and together with
all amendments, supplements, restatements and other modifications, if any,
thereafter made thereto, the "Credit Agreement"), among Duane Reade, a New York
general partnership (the "Borrower"), each of the Parent Guarantors named
therein, the various financial institutions as are, or may from time to time
become, parties thereto (each, individually, a "Lender", and collectively, the
"Lenders"), DLJ Capital Funding, Inc., as the Syndication Agent, Fleet National
Bank, as the Administrative Agent and Credit Lyonnais New York Branch, as the
Documentation Agent, the Lenders and the Issuer have extended Commitments to
make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making and maintaining of the
Credit Extensions under the Credit Agreement, each Pledgor is required to
execute and deliver this Pledge Agreement;

      WHEREAS, each Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement; and

      WHEREAS, it is in the best interests of each Pledgor to execute this
Pledge Agreement inasmuch as such Pledgor will derive substantial direct and
indirect benefits from the Credit Extensions made from time to time to the
Borrower by the Lenders and the Issuer pursuant to the Credit Agreement;


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      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make and maintain Credit Extensions to the Borrower pursuant
to the Credit Agreement, and to induce Secured Parties to enter into Rate
Protection Agreement(s), each Pledgor agrees, for the benefit of each Secured
Party, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Additional Pledgor" and "Additional Pledgors" are defined in the
preamble.

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Collateral" is defined in Section 2.1.

      "Credit Agreement" is defined in the first recital.

      "Distributions" means all stock dividends, liquidating dividends, shares
of stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other shares of
capital stock constituting Collateral, but shall not include Dividends.

      "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares or other Pledged Property made in the ordinary course of
business and not a liquidating dividend.

      "Lender" and "Lenders" are defined in the first recital.

      "Pledge Agreement" is defined in the preamble.

      "Pledged Note Issuer" means each Person identified in Item A of Attachment
1 hereto as the issuer of the Pledged Note identified opposite the name of such
Person.


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      "Pledged Notes" means all promissory notes of any Pledged Note Issuer in
substantially the form of Exhibit A hereto which are delivered by any Pledgor to
the Administrative Agent as Pledged Property hereunder, as such promissory
notes, in accordance with Section 4.1.5, are amended, modified or supplemented
from time to time, together with any promissory note of any Pledged Note Issuer
taken in extension or renewal thereof or substitution therefor.

      "Pledged Property" means all Pledged Shares, all Pledged Notes, and all
other pledged shares of capital stock or promissory notes, all other securities,
all assignments of any amounts due or to become due, all other instruments which
are now being delivered by any Pledgor to the Administrative Agent or may from
time to time hereafter be delivered by such Pledgor to the Administrative Agent
for the purpose of pledge under this Pledge Agreement or any other Loan
Document, and all proceeds of any of the foregoing.

      "Pledged Share Issuer" means each Person identified in Item B of
Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the
name of such Person.

      "Pledged Shares" means all shares of capital stock of any Pledged Share
Issuer which are delivered by any Pledgor to the Administrative Agent as Pledged
Property hereunder.

      "Pledgor" and "Pledgors" are defined in the preamble.

      "Secured Obligations" is defined in Section 2.2.

      "Securities Act" is defined in Section 6.2.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Pledge Agreement, including its preamble
and recitals, with such meanings.

                                   ARTICLE II

                                     PLEDGE


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      SECTION 2.1. Grant of Security Interest. Each Pledgor hereby pledges,
hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Administrative Agent, for its benefit and the ratable benefit of each of the
Secured Parties, and hereby grants to the Administrative Agent, for its benefit
and the ratable benefit of the Secured Parties, a continuing security interest
in, all of the following property of such Pledgor (the "Collateral"):

            (a) all promissory notes of each Pledged Note Issuer identified in
      Item A of Attachment 1 hereto;

            (b) all other Pledged Notes issued from time to time;

            (c) all issued and outstanding shares of capital stock of each
      Pledged Share Issuer identified in Item B of Attachment 1 hereto;

            (d) all other Pledged Shares issued from time to time;

            (e) all other Pledged Property, whether now or hereafter delivered
      to the Administrative Agent in connection with this Pledge Agreement;

            (f) all Dividends, Distributions, interest, and other payments and
      rights with respect to any Pledged Property; and

            (g) all proceeds of any of the foregoing.

      SECTION 2.2. Security for Obligations. This Pledge Agreement secures the
payment in full in cash of all Obligations of the Borrower now or hereafter
existing under the Credit Agreement, the Notes and each other Loan Document to
which the Borrower is or may become a party, whether for principal, interest,
costs, fees, expenses, or otherwise, and all obligations of each Pledgor and
each other Obligor whether now or hereafter existing under this Pledge Agreement
and each other Loan Document to which such Pledgor or such other Obligor is or
may become a party (all such obligations of the Borrower, such Pledgor and such
other Obligor being the "Secured Obligations").

      SECTION 2.3. Delivery of Pledged Property. All certificates or instruments
representing or evidencing any Collateral, including all Pledged Shares and all
Pledged Notes, shall be delivered to and held by or on behalf of (and, in the
case of the Pledged Notes, endorsed to the order of) the Administrative Agent
pursuant hereto, shall be in suitable form for transfer by delivery, and shall
be accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

      SECTION 2.4. Dividends on Pledged Shares and Payments on Pledged Notes. In
the event that any Dividend is to be paid on any Pledged Share or any payment of
principal or interest is to be made on any Pledged Note at a time when no
Default of the nature referred to 


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in Section 8.1.9 of the Credit Agreement or Event of Default has occurred and is
continuing or would result therefrom, such Dividend or payment may be paid
directly to the applicable Pledgor. If any such Default or Event of Default has
occurred and is continuing, then any such Dividend or payment shall be paid
directly to the Administrative Agent.

      SECTION 2.5. Continuing Security Interest; Transfer of Note. This Pledge
Agreement shall create a continuing security interest in the Collateral and
shall

            (a) remain in full force and effect until payment in full in cash of
      all Secured Obligations, the termination or expiration of all Letters of
      Credit, the termination of all Rate Protection Agreements and the
      termination of all Commitments,

            (b) be binding upon each Pledgor and its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the foregoing clause (c), any Lender may assign or otherwise
transfer (in whole or in part) any Note or Loan held by it to any other Person
or entity, and such other Person or entity shall thereupon become vested with
all the rights and benefits in respect thereof granted to such Lender under any
Loan Document (including this Pledge Agreement) or otherwise, subject, however,
to any contrary provisions in such assignment or transfer, and to the provisions
of Section 11.11 and Article X of the Credit Agreement. Upon (i) the sale,
transfer or other disposition of Collateral in accordance with the Credit
Agreement or (ii) the payment in full in cash of all Secured Obligations, the
termination or expiration of all Letters of Credit, the termination of all Rate
Protection Agreements and the termination of all Commitments, the security
interests granted herein shall automatically terminate with respect to (x) such
Collateral (in the case of clause (i)) or (y) all Collateral (in the case of
clause (ii)). Upon any such sale, transfer, disposition or termination, the
Administrative Agent will, at such Pledgor's sole expense, deliver to such
Pledgor, without any representations, warranties or recourse of any kind
whatsoever, all certificates and instruments representing or evidencing all
Pledged Shares and all Pledged Notes, together with all other Collateral held by
the Administrative Agent hereunder, and execute and deliver to such Pledgor such
documents as such Pledgor shall reasonably request to evidence such termination.

      SECTION 2.6. Security Interest Absolute. All rights of the Administrative
Agent and the security interests granted to the Administrative Agent hereunder,
and all obligations of each Pledgor hereunder, shall be absolute and
unconditional, irrespective of

            (a) any lack of validity or enforceability of the Credit Agreement,
      any Note or any other Loan Document,


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            (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            under the provisions of the Credit Agreement, any Note, any other
            Loan Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor of, or collateral securing, any Secured Obligations,

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Secured Obligations or any other
      extension, compromise or renewal of any Secured Obligation,

            (d) any reduction, limitation, impairment or termination of any
      Secured Obligations for any reason, including any claim of waiver,
      release, surrender, alteration or compromise, and shall not be subject to
      (and such Pledgor hereby waives any right to or claim of) any defense or
      setoff, counterclaim, recoupment or termination whatsoever by reason of
      the invalidity, illegality, nongenuineness, irregularity, compromise,
      unenforceability of, or any other event or occurrence affecting, any
      Secured Obligations or otherwise,

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit
      Agreement, any Note or any other Loan Document,

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral (including the Collateral), or any amendment to or waiver
      or release of or addition to or consent to departure from any guaranty,
      for any of the Secured Obligations, or

            (g) any other circumstances which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      any other Obligor, any surety or any guarantor.

      SECTION 2.7. Postponement of Subrogation, etc. Each Pledgor will not
exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
prior payment, in full and in cash, of all Secured Obligations, the termination
or expiration of all Letters of Credit, the termination of all Rate Protection
Agreements and the termination of all Commitments. Any amount paid to any
Pledgor on account of any payment made hereunder prior to the payment in full
in cash of all Secured Obligations shall be held in trust for the benefit of the
Secured Parties and each holder of a Note and shall immediately be paid to the
Secured Parties and each holder of a 


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Note and credited and applied against the Secured Obligations, whether matured
or unmatured, in accordance with the terms of the Credit Agreement; provided,
however, that if

            (a) such Pledgor has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Secured Obligations, and

            (b) all Secured Obligations have been paid in full in cash, all
      Letters of Credit have been terminated or expired, all Rate Protection
      Agreements have been terminated and all Commitments have been permanently
      terminated,

each Secured Party and each holder of a Note agrees that, at such Pledgor's
request, the Secured Parties and the holders of the Notes will execute and
deliver to such Pledgor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
such Pledgor of an interest in the Secured Obligations resulting from such
payment by such Pledgor. In furtherance of the foregoing, for so long as any
Secured Obligations, Letters of Credit or Commitments remain outstanding or any
Rate Protection Agreement remains in full force and effect, such Pledgor shall
refrain from taking any action or commencing any proceeding against the Borrower
or any other Obligor (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in respect of
payments made under this Pledge Agreement to any Secured Party or any holder of
a Note.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties, etc. Each Pledgor represents
and warrants to each Secured Party, as at the date of each pledge and delivery
hereunder (including each pledge and delivery of Pledged Shares and each pledge
and delivery of a Pledged Note) by such Pledgor to the Administrative Agent of
any Collateral, that the representations and warranties contained in Article VI
of the Credit Agreement, insofar as the representations and warranties contained
therein are applicable to such Pledgor and its properties, each such
representation and warranty set forth in such Article (insofar as applicable as
aforesaid) and all other terms of the Credit Agreement to which reference is
made therein, together with all related definitions and ancillary provisions,
being hereby incorporated into this Pledge Agreement by reference as though
specifically set forth in this Article III.

      SECTION 3.1.1. Ownership, No Liens, etc. Such Pledgor is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) such Collateral, free and clear of all
liens, security interests, options, or other charges or encumbrances, except any
lien or security interest granted pursuant hereto in favor of the Administrative
Agent.


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      SECTION 3.1.2. Valid Security Interest. The delivery of such Collateral to
the Administrative Agent is effective to create a valid, perfected, first
priority security interest in such Collateral and all proceeds thereof, securing
the Secured Obligations. No filing or other action will be necessary to perfect
or protect such security interest.

      SECTION 3.1.3. As to Pledged Shares. In the case of any Pledged Shares
constituting such Collateral, all of such Pledged Shares are duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of capital stock of each Pledged Share Issuer. Such
Pledgor has no Subsidiaries other than the Pledged Share Issuers, except as set
forth in Item C of Attachment 1.

      SECTION 3.1.4. As to Pledged Notes. In the case of each Pledged Note, all
of such Pledged Notes have been duly authorized, executed, endorsed, issued and
delivered, and are the legal, valid and binding obligation of the issuers
thereof, and are not in default.

      SECTION 3.1.5. Authorization, Approval, etc. No authorization, approval,
or other action by, and no notice to or filing with, any governmental authority,
regulatory body or any other Person is required either

            (a) for the pledge by such Pledgor of any Collateral pursuant to
      this Pledge Agreement or for the execution, delivery, and performance of
      this Pledge Agreement by such Pledgor, or

            (b) for the exercise by the Administrative Agent of the voting or
      other rights provided for in this Pledge Agreement, or, except with
      respect to any Pledged Shares, as may be required in connection with a
      disposition of such Pledged Shares by laws affecting the offering and sale
      of securities generally, the remedies in respect of the Collateral
      pursuant to this Pledge Agreement.

      SECTION 3.1.6. Compliance with Laws. Such Pledgor is in compliance with
the requirements of all applicable laws (including the provisions of the Fair
Labor Standards Act), rules, regulations and orders of every governmental
authority, the non-compliance with which could reasonably be expected to have a
Material Adverse Effect or which could reasonably be expected to materially
adversely affect the value of the Collateral or the worth of the Collateral as
collateral security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. Each Pledgor covenants and agrees that, so
long 


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as any portion of the Secured Obligations shall remain unpaid, any Letters of
Credit shall be outstanding, any Rate Protection Agreement shall remain in full
force and effect or any Secured Party shall have any outstanding Commitment,
such Pledgor will, unless the Required Lenders shall otherwise consent in
writing, perform, comply with and be bound by (a) all of the agreements,
covenants and obligations contained in Article VII of the Credit Agreement which
are applicable to such Pledgor or its properties, each such agreement, covenant
and obligation contained in such Article and all other terms of the Credit
Agreement to which reference is made herein, together with all related
definitions and ancillary provisions, being hereby incorporated into this Pledge
Agreement by reference as though specifically set forth in this Section and (b)
the obligations set forth in this Section.

      SECTION 4.1.1. Protect Collateral; Further Assurances, etc. Such Pledgor
agrees and covenants that it will not sell, assign, transfer, pledge, or
encumber in any other manner the Collateral (except in favor of the
Administrative Agent hereunder). Such Pledgor will warrant and defend the right
and title herein granted unto the Administrative Agent in and to the Collateral
(and all right, title, and interest represented by the Collateral) against the
claims and demands of all Persons whomsoever. Such Pledgor agrees that at any
time, and from time to time, at the expense of such Pledgor, such Pledgor will
promptly execute and deliver all further instruments, and take all further
action, that may be necessary or desirable, or that the Administrative Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Administrative Agent
to exercise and enforce its rights and remedies hereunder with respect to any
Collateral.

      SECTION 4.1.2. Stock Powers, etc. Such Pledgor agrees that all Pledged
Shares (and all other shares of capital stock constituting Collateral) delivered
by such Pledgor pursuant to this Pledge Agreement will be accompanied by duly
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. Such Pledgor will, from time to time
upon the request of the Administrative Agent, promptly deliver to the
Administrative Agent such stock powers, instruments, and similar documents,
satisfactory in form and substance to the Administrative Agent, with respect to
the Collateral as the Administrative Agent may reasonably request and will, from
time to time upon the request of the Administrative Agent after the occurrence
of any Event of Default, promptly transfer any Pledged Shares or other shares of
common stock constituting Collateral into the name of any nominee designated by
the Administrative Agent.

      SECTION 4.1.3. Continuous Pledge. Such Pledgor will, at all times, keep
pledged to the Administrative Agent pursuant hereto all Pledged Shares and all
other shares of capital stock constituting Collateral, all Dividends and
Distributions with respect thereto, all Pledged Notes, all interest, principal
and other proceeds received by the Administrative Agent with respect to the
Pledged Notes, and all other Collateral and other securities, instruments,
proceeds, and rights from time to time received by or distributable to such
Pledgor in respect of any Collateral and will not permit any Pledged Share
Issuer to issue any capital stock which shall not have been immediately duly
pledged hereunder on a first priority perfected basis.


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<PAGE>

      SECTION 4.1.4. Voting Rights; Dividends, etc. Such Pledgor agrees:

            (a) after any Default of the nature referred to in Section 8.1.9 of
      the Credit Agreement or any Event of Default shall have occurred and be
      continuing, promptly upon receipt of notice thereof by such Pledgor and
      without any request therefor by the Administrative Agent, to deliver
      (properly endorsed where required hereby or requested by the
      Administrative Agent) to the Administrative Agent all Dividends,
      Distributions, all interest, all principal, all other cash payments, and
      all proceeds of the Collateral, all of which shall be held by the
      Administrative Agent as additional Collateral for use in accordance with
      Section 6.4; and

            (b) after any Event of Default shall have occurred and be continuing
      and the Administrative Agent has notified such Pledgor of the
      Administrative Agent's intention to exercise its voting power under this
      Section 4.1.4(b)

                  (i) the Administrative Agent may exercise (to the exclusion of
            such Pledgor) the voting power and all other incidental rights of
            ownership with respect to any Pledged Shares or other shares of
            capital stock constituting Collateral and such Pledgor hereby grants
            the Administrative Agent an irrevocable proxy, exercisable under
            such circumstances, to vote the Pledged Shares and such other
            Collateral; and

                  (ii) promptly to deliver to the Administrative Agent such
            additional proxies and other documents as may be necessary to allow
            the Administrative Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds
which may at any time and from time to time be held by such Pledgor but which
such Pledgor is then obligated to deliver to the Administrative Agent, shall,
until delivery to the Administrative Agent, be held by such Pledgor separate and
apart from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given the notice
referred to in Section 4.1.4(b), such Pledgor shall have the exclusive voting
power with respect to any shares of capital stock (including any of the Pledged
Shares) constituting Collateral and the Administrative Agent shall, upon the
written request of such Pledgor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by such Pledgor which are
necessary to allow such Pledgor to exercise voting power with respect to any
such share of capital stock (including any of the Pledged Shares) constituting
Collateral; provided, however, that no vote shall be cast, or consent, waiver,
or ratification given, or action taken by such Pledgor that would impair any
Collateral or be inconsistent with or violate any provision of the Credit
Agreement or any other Loan Document (including this Pledge Agreement).


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      SECTION 4.1.5. Additional Undertakings. Such Pledgor will not, without the
prior written consent of the Administrative Agent:

            (a) enter into any agreement amending, supplementing, or waiving any
      provision of any Pledged Note (including any underlying instrument
      pursuant to which such Pledged Note is issued) or compromising or
      releasing or extending the time for payment of any obligation of the maker
      thereof; or

            (b) take or omit to take any action the taking or the omission of
      which would result in any impairment or alteration of any obligation of
      the maker of any Pledged Note or other instrument constituting Collateral.

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. Each Pledgor
hereby irrevocably appoints the Administrative Agent such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, from time to time in the
Administrative Agent's discretion, to take any action and to execute any
instrument which the Administrative Agent may deem necessary or advisable to
accomplish the purposes of this Pledge Agreement, including after the occurrence
and during the continuance of a Default of the nature referred to in Section
8.1.9 of the Credit Agreement or an Event of Default:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above; and

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral.

Such Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

      SECTION 5.2. Administrative Agent May Perform. If any Pledgor fails to
perform


                                      -11-
<PAGE>

any agreement contained herein, the Administrative Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by such Pledgor pursuant
to Section 6.4.

      SECTION 5.3. Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for

            (a) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relative to
      any Pledged Property, whether or not the Administrative Agent has or is
      deemed to have knowledge of such matters, or

            (b) taking any necessary steps to preserve rights against prior
      parties or any other rights pertaining to any Collateral.

      SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as any Pledgor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the rights and remedies of a secured
      party on default under the U.C.C. (whether or not the U.C.C. applies to
      the affected Collateral) and also may, without notice except as specified
      below, sell the Collateral or any part thereof in one or more parcels at
      public or private sale, at any of the Administrative Agent's offices or
      elsewhere, for cash, on credit or for future delivery, and upon such other
      terms as the Administrative Agent may deem commercially reasonable. Each
      Pledgor agrees that, to the extent 


                                      -12-
<PAGE>

      notice of sale shall be required by law, at least ten days' prior notice
      to such Pledgor of the time and place of any public sale or the time after
      which any private sale is to be made shall constitute reasonable
      notification. The Administrative Agent shall not be obligated to make any
      sale of Collateral regardless of notice of sale having been given. The
      Administrative Agent may adjourn any public or private sale from time to
      time by announcement at the time and place fixed therefor, and such sale
      may, without further notice, be made at the time and place to which it was
      so adjourned.

            (b) The Administrative Agent may

                  (i) transfer all or any part of the Collateral into the name
            of the Administrative Agent or its nominee, with or without
            disclosing that such Collateral is subject to the lien and security
            interest hereunder,

                  (ii) notify the parties obligated on any of the Collateral to
            make payment to the Administrative Agent of any amount due or to
            become due thereunder,

                  (iii) enforce collection of any of the Collateral by suit or
            otherwise, and surrender, release or exchange all or any part
            thereof, or compromise or extend or renew for any period (whether or
            not longer than the original period) any obligations of any nature
            of any party with respect thereto,

                  (iv) endorse any checks, drafts, or other writings in such
            Pledgor's name to allow collection of the Collateral,

                  (v) take control of any proceeds of the Collateral, and

                  (vi) execute (in the name, place and stead of such Pledgor)
            endorsements, assignments, stock powers and other instruments of
            conveyance or transfer with respect to all or any of the Collateral.

      SECTION 6.2. Securities Laws. If the Administrative Agent shall determine
to exercise its right to sell all or any of the Collateral pursuant to Section
6.1, each Pledgor agrees that, upon request of the Administrative Agent, such
Pledgor will, at its own expense:

            (a) execute and deliver, and cause each issuer of the Collateral
      contemplated to be sold and the directors and officers thereof to execute
      and deliver, all such instruments and documents, and do or cause to be
      done all such other acts and things, as may be necessary or, in the
      opinion of the Administrative Agent, advisable to register such Collateral
      under the provisions of the Securities Act of 1933, as from time to time
      amended (the "Securities Act"), and to cause the registration statement
      relating thereto to become effective and to remain effective for such
      period as prospectuses are required by law to be furnished, and to make
      all amendments and supplements thereto


                                      -13-
<PAGE>

      and to the related prospectus which, in the opinion of the Administrative
      Agent, are necessary or advisable, all in conformity with the requirements
      of the Securities Act and the rules and regulations of the Securities and
      Exchange Commission applicable thereto;

            (b) use its best efforts to qualify the Collateral under the state
      securities or "Blue Sky" laws and to obtain all necessary governmental
      approvals for the sale of the Collateral, as requested by the
      Administrative Agent;

            (c) cause each such issuer to make available to its security
      holders, as soon as practicable, an earnings statement that will satisfy
      the provisions of Section 11(a) of the Securities Act; and

            (d) do or cause to be done all such other acts and things as may be
      necessary to make such sale of the Collateral or any part thereof valid
      and binding and in compliance with applicable law.

Each Pledgor further acknowledges the impossibility of ascertaining the amount
of damages that would be suffered by the Administrative Agent or the Secured
Parties by reason of the failure by any Pledgor to perform any of the covenants
contained in this Section and, consequently, agrees that, if such Pledgor shall
fail to perform any of such covenants, it shall pay, as liquidated damages and
not as a penalty, an amount equal to the value (as determined by the
Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.

      SECTION 6.3. Compliance with Restrictions. Each Pledgor agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Administrative Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and such Pledgor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to such Pledgor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

      SECTION 6.4. Application of Proceeds. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral shall be applied by the
Administrative Agent against, all or any 


                                      -14-
<PAGE>

part of the Secured Obligations as follows:

            (a) first, to the payment of any amounts payable to the
      Administrative Agent pursuant to Section 11.3 of the Credit Agreement and
      Section 6.5;

            (b) second, to the equal and ratable payment of Secured Obligations,
      in accordance with each Secured Party's Secured Obligations owing to it
      under or pursuant to the Credit Agreement or any other Loan Document, or
      under or pursuant to any Hedging Obligation included in the Secured
      Obligations as to each Secured Party, applied

                  (i) first to fees and expense reimbursements then due to such
            Secured Party,

                  (ii) then to interest due to such Secured Party,

                  (iii) then to pay or prepay principal of the Loans owing to,
            or to reduce the "credit exposure" of, such Secured Party under such
            Hedging Obligation, as the case may be, and

                  (iv) then to pay the remaining outstanding Secured Obligations
            and all Letter of Credit Outstandings;

            (c) third, without duplication of any amounts paid pursuant to
      clause (b) above, to the Indemnified Parties to the extent of any amounts
      owing pursuant to Section 11.4 of the Credit Agreement; and

            (d) fourth, to be held as additional collateral security until the
      payment in full in cash of all of the Secured Obligations, the termination
      or expiration of all Letters of Credit, the termination of all Rate
      Protection Agreements and the termination of all Commitments, after which
      such remaining cash proceeds shall be paid over to the Pledgor or to
      whomsoever may be lawfully entitled to receive such surplus.

For purposes of this Pledge Agreement, the "credit exposure" at any time of any
Secured Party with respect to a Hedging Obligation to which such Secured Party
is a party shall be determined at such time in accordance with the customary
methods of calculating credit exposure under similar arrangements by the
counterparty to such arrangements, taking into account potential interest rate
movements and the respective termination provisions and notional principal
amount and term of such Hedging Obligation.

      SECTION 6.5. Indemnity and Expenses. Each Pledgor hereby agrees to jointly
and severally indemnify and hold harmless the Administrative Agent from and
against any and all 


                                      -15-
<PAGE>

claims, losses, and liabilities arising out of or resulting from this Pledge
Agreement (including enforcement of this Pledge Agreement), except claims,
losses, or liabilities resulting from the Administrative Agent's gross
negligence or wilful misconduct. Upon demand, such Pledgor will pay to the
Administrative Agent the amount of any and all reasonable expenses, including
the reasonable fees and disbursements of its counsel and of any experts and
agents, which the Administrative Agent may incur in connection with:

            (a) the administration of this Pledge Agreement, the Credit
      Agreement and each other Loan Document;

            (b) the custody, preservation, use, or operation of, or the sale of,
      collection from, or other realization upon, any of the Collateral;

            (c) the exercise or enforcement of any of the rights of the
      Administrative Agent hereunder; or

            (d) the failure by such Pledgor to perform or observe any of the
      provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments, etc. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by any Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be) and the Pledgors in the case of an amendment, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

      SECTION 7.3. Protection of Collateral. The Administrative Agent may from
time to time, at its option, perform any act which each Pledgor agrees hereunder
to perform and which such Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest


                                      -16-
<PAGE>

therein.

      SECTION 7.4. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and, if to any Pledgor, mailed or telecopied or delivered to it, addressed to it
in care of the Borrower at the address of the Borrower specified in the Credit
Agreement, if to the Administrative Agent, mailed or telecopied or delivered to
it, addressed to it at the address of the Administrative Agent specified in the
Credit Agreement. All such notices and other communications, when mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any such notice
or communication, if transmitted by telecopier, shall be deemed given when
transmitted and electronically confirmed.

      SECTION 7.5. Additional Pledgors. Upon the execution and delivery by any
other Person of an instrument in the form of Annex I hereto, such Person shall
become a "Pledgor" hereunder with the same force and effect as if originally
named a Pledgor herein. The execution and delivery of any such instrument shall
not require the consent of any other Pledgor hereunder. The rights and
obligations of each Pledgor hereunder shall remain in full force and effect
nothwithstanding the addition of any new Pledgor as a party to this Pledge
Agreement.

      SECTION 7.6. Section Captions. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

      SECTION 7.7. Severability. Wherever possible each provision of this Pledge
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge Agreement.

      SECTION 7.8. Counterparts. This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

      SECTION 7.9. Governing Law, Entire Agreement, etc. THIS PLEDGE AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS PLEDGE


                                      -17-
<PAGE>

AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY
PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

      IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                          [NAME OF PLEDGOR], ___________

                                          _________________

                                                                        By

                                          Name:
                                          Title:


                                          [NAME OF PLEDGOR], ___________

                                          _________________

                                                                        By

                                          Name:
                                          Title:


                                          [NAME OF PLEDGOR], ___________

                                          _________________

                                                                        By

                                          Name:
                                          Title:


                                          FLEET NATIONAL BANK, as
                                          Administrative Agent


                                                                        By


                                      -18-
<PAGE>

                                          Name:
                                          Title:


                                      -19-
<PAGE>

                                                                       EXHIBIT A
                                                                   to Subsidiary
                                                                Pledge Agreement

                                 PROMISSORY NOTE

                                                    $________________ ___, _____

      FOR VALUE RECEIVED, the undersigned, ______________, a _______________
corporation (the "Maker"), promises to pay to the order of ________________, a
___________ _________ (the "Payee"), in equal ________ installments, commencing
__________ __, ____ to and including __________ __, ____, the principal sum of
____________________ DOLLARS ($________), representing the aggregate principal
amount of an intercompany loan made by the Payee to the Maker.

      The unpaid principal amount of this promissory note (this "Note") from
time to time outstanding shall bear interest at a rate of interest equal to
____________, which the Maker represents to be a lawful and commercially
reasonable rate, payable __________, and all payments of principal of and
interest on this Note shall be payable in lawful currency of the United States
of America. All such payments shall be made by the Maker to an account
established by the Payee at _______________ and shall be recorded on the grid
attached hereto by the holder hereof (including the Administrative Agent
(hereinafter defined) as pledgee). Upon notice from the Administrative Agent
that a Default (as defined in the Second Amended and Restated Credit Agreement,
dated as of , 1999 amending and restating in its entirety that certain Amended
and Restated Credit Agreement, dated as of September 11, 1998 (as amended prior
to the Amendment Effective Date) (as so amended and restated or otherwise
modified, and together with all amendments, supplements, restatements and other
modifications, if any, thereafter made thereto, the "Credit Agreement"), among
Duane Reade, a New York general partnership (the "Borrower"), the Parent
Guarantors named therein, the various financial institutions as are, or may from
time to time become, parties thereto (each, individually, a "Lender", and
collectively, the "Lenders"), DLJ Capital Funding, Inc., as Syndication Agent,
Fleet National Bank, as the administrative agent (in such capacity, the
"Administrative Agent") and Credit Lyonnais New York Branch, as the
documentation agent (in such capacity, the "Documentation Agent") of the nature
referred to in Section 8.1.9 of the Credit Agreement or an Event of Default (as
defined in the Credit Agreement) has occurred and is continuing under the Credit
Agreement, the Maker shall make such payments, in same day funds, to such other
account as the Administrative Agent shall direct in such notice.

      This Note is one of the Pledged Notes referred to in the Pledge Agreement.
Upon the occurrence and continuance of an Event of Default under the Credit
Agreement, and notice thereof by the Administrative Agent to the Maker, the
Administrative Agent shall have all rights of the Payee to collect and
accelerate, and enforce all rights with respect to, the


                                       -1-
<PAGE>

Indebtedness evidenced by this Note. Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.

      Reference is made to the Credit Agreement for a description of the Pledge
Agreement pursuant to which this Note has been pledged to the Administrative
Agent as security for the Secured Obligations outstanding from time to time
under the Credit Agreement and each other Loan Document.

      In addition to, but not in limitation of, the foregoing, the Maker further
agrees to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder (including the Administrative Agent as pledgee)
of this Note endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


                                       -2-
<PAGE>

      THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS
NOTE. THE MAKER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PAYEE TO ACCEPT THIS NOTE.

                                 [NAME OF MAKER]

                                                         By

                                 Name:
                                 Title:


                                 Pay to the order of FLEET NATIONAL
                                   BANK, as Administrative Agent

                                 [NAME OF PAYEE]

                                                         By

                                 Name:
                                 Title:


                                       -3-
<PAGE>

                                      GRID

      Intercompany Loans made by [Name of Payee] to [Name of Maker] and payments
of principal of such Loans.


================================================================================
                   Amount of          Amount of        Outstanding
                 Intercompany         Principal         Principal       Notation
    Date             Loan              Payment           Balance         Made By
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

================================================================================

<PAGE>

                                                                    ATTACHMENT 1
                                                                   to Subsidiary
                                                                Pledge Agreement

                                [NAME OF PLEDGOR]

Item A.  Pledged Notes

Pledged Note Issuer                 Description
-------------------                 -----------

Item B.  Pledged Shares

                                                        Common Stock
                                            ------------------------------------
                                            Authorized  Outstanding  % of Shares
Pledged Share Issuer                          Shares       Shares      Pledged
--------------------                          ------       ------      -------

Item C.  Additional Subsidiaries

<PAGE>
<PAGE>

                                                                         ANNEX I
                                                  to Subsidiary Pledge Agreement

                FORM OF SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT

      This SUPPLEMENT NO. ___, dated as of ________ __, ____ (this
"Supplement"), to the Subsidiary Pledge Agreement, dated as of ________ __, ____
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Pledge Agreement"), among the initial signatories thereto and each
other Person which from time to time thereafter became a party thereto pursuant
to Section 7.5 thereof (each, individually, a "Pledgor", and, collectively, the
"Pledgors"), in favor of FLEET NATIONAL BANK, as administrative agent (together
with any successor(s) thereto in such capacity, the "Administrative Agent") for
each of the Secured Parties (as defined in the Credit Agreement referred to
below), is made by the undersigned.

                              W I T N E S S E T H:

      WHEREAS, pursuant to that certain Second Amended and Restated Credit
Agreement, dated as of March 17, 1999, amending and restating in its entirety
that certain Amended and Restated Credit Agreement, dated as of September 11,
1998 (as amended prior to the Amendment Effective Date, the "Existing Credit
Agreement" and as so amended and restated or otherwise modified, and together
with all amendments, supplements, restatements and other modifications, if any,
thereafter made thereto, the "Credit Agreement"), among Duane Reade, a New York
general partnership (the "Borrower"), each of the Parent Guarantors named
therein, the various financial institutions as are, or may from time to time
become, parties thereto (each, individually, a "Lender", and collectively, the
"Lenders"), DLJ Capital Funding, Inc., as the Syndication Agent, Fleet National
Bank, as the Administrative Agent and Credit Lyonnais New York Branch, as the
Documentation Agent, the Lenders and the Issuer have extended Commitments to
make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making and maintenance of the
Credit Extensions under the Credit Agreement, the undersigned is required to
execute and deliver this Supplement;

      WHEREAS, the undersigned has duly authorized the execution, delivery and
performance of this Supplement and the Pledge Agreement;

      WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Pledge Agreement;

<PAGE>

      WHEREAS, the Pledge Agreement provides that additional parties may become
Pledgors under the Pledge Agreement by execution and delivery of an instrument
in the form of this Supplement;

      WHEREAS, pursuant to the provisions of Section 7.5 of the Pledge
Agreement, the undersigned is becoming an Additional Pledgor under the Pledge
Agreement;

      WHEREAS, the undersigned is a Subsidiary of the Borrower; and

      WHEREAS, the undersigned desires to become a Pledgor under the Pledge
Agreement in order to induce the Secured Parties to continue to make and
maintain Credit Extensions under the Credit Agreement as consideration therefor;

      NOW, THEREFORE, the undersigned agrees, for the benefit of each Secured
Party, as follows:

      SECTION 1. In accordance with the Pledge Agreement, the undersigned by its
signature below becomes a Pledgor under the Pledge Agreement with the same force
and effect as if it were an original signatory thereto as a Pledgor and the
undersigned hereby

            (a) agrees to all the terms and provisions of the Pledge Agreement
      applicable to it as a Pledgor thereunder;

            (b) assigns and pledges to the Administrative Agent for its benefit
      and the ratable benefit of each of the Secured Parties, and grants to the
      Administrative Agent for its benefit and the ratable benefit of each of
      the Secured Parties, a security interest in all of the following, whether
      now or hereafter existing or acquired by the undersigned (its
      "Collateral"):

                  (i) all promissory notes of each Pledged Note Issuer
            identified in Item A of Attachment 1 hereto;

                  (ii) all other Pledged Notes issued from time to time;

                  (iii) all issued and outstanding shares of capital stock of
            each Pledged Share Issuer identified in Item B of Attachment 1
            hereto;

                  (iv) all other Pledged Shares issued from time to time;

                  (v) all other Pledged Property, whether now or hereafter
            delivered to the Administrative Agent in connection with this Pledge
            Agreement;

<PAGE>

                  (vi) all Dividends, Distributions, interest, and other
            payments and rights with respect to any Pledged Property; and

                  (vii) all proceeds of any of the foregoing;

            (c) agrees that the Attachment attached hereto shall be deemed to be
      an Attachment thereto; and

            (d) represents and warrants that the representations and warranties
      made by it as a Pledgor thereunder are true and correct on and as of the
      date hereof.

In furtherance of the foregoing, each reference to a "Pledgor" or "Additional
Pledgor" in the Security Agreement shall be deemed to include the undersigned.

      SECTION 2. The undersigned hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by the undersigned
and constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms.

      SECTION 3. Except as expressly supplemented hereby, the Pledge Agreement
shall remain in full force and effect in accordance with its terms.

      SECTION 4. In the event any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.

      SECTION 5. Without limiting the provisions of the Credit Agreement (or any
other Loan Document, including the Pledge Agreement), the undersigned agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including reasonable attorneys' fees and
expenses of the Administrative Agent.

      SECTION 6. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THIS SUPPLEMENT, THE PLEDGE
AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND
SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

      SECTION 7. This Supplement hereby incorporates by reference the provisions
of the Pledge Agreement, which provisions are deemed to be a part hereof, and
this Supplement shall be deemed to be a part of the Pledge Agreement.

<PAGE>

      SECTION 8. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.

      IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                          [NAME OF ADDITIONAL PLEDGOR]


                                          By: ________________________
                                              Name:
                                              Title:

ACKNOWLEDGED AND ACCEPTED BY:

FLEET NATIONAL BANK, as
  Administrative Agent

By: _________________________
    Name:
    Title:

<PAGE>

                                                                    ATTACHMENT 1
                                                        to Supplement No. ___ to
                                                     Subsidiary Pledge Agreement

                                [NAME OF PLEDGOR]

Item A. Pledged Notes

Pledged Note Issuer                       Description

Item B. Pledged Shares

                                                   Common Stock
                                      ------------------------------------------
Pledged Share Issuer                  Authorized       Outstanding   % of Shares
--------------------                    Shares           Shares        Pledged
                                      ----------       -----------   -----------

Item C. Additional Subsidiaries
<PAGE>

                                                                       EXHIBIT H
                                                  to Second Amended and Restated
                                                                Credit Agreement

                               SUBSIDIARY GUARANTY

      This SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated
or otherwise modified from time to time, this "Guaranty"), dated as of
__________ __, ____, is made by each of the signatories hereto and each other
Person which may from time to time hereafter become a party hereto pursuant to
Section 5.5 (each, individually, an "Additional Guarantor", and, collectively,
the "Additional Guarantors", and, together with each of the signatories hereto,
each, individually, a "Guarantor", and, collectively, the "Guarantors"), in
favor of FLEET NATIONAL BANK, as administrative agent (together with its
successor(s) thereto, in such capacity the "Administrative Agent") for each of
the Secured Parties.

                              W I T N E S S E T H:

      WHEREAS, pursuant to a Second Amended and Restated Credit Agreement, dated
as of March 17, 1999, amending and restating in its entirety that certain
Amended and Restated Credit Agreement, dated as of September 11, 1998 (as
amended prior to the Amendment Effective Date) (as so amended and restated, and
together with all amendments, supplements, restatements and other modifications,
if any, from time to time thereafter made thereto, the "Credit Agreement"),
among Duane Reade, a New York general partnership (the "Borrower"), the Parent
Guarantors named therein, the various financial institutions as are, or may from
time to time become, parties thereto (each, individually, a "Lender", and
collectively, the "Lenders"), DLJ Capital Funding, Inc., as the Syndication
Agent, Fleet National Bank, as the Administrative Agent and Credit Lyonnais New
York Branch, as the Documentation Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making of the Credit Extensions
(including the initial Credit Extension) under the Credit Agreement, each
Guarantor is required to execute and deliver this Guaranty; and

      WHEREAS, each Guarantor has duly authorized the execution, delivery and
performance of this Guaranty; and

      WHEREAS, it is in the best interests of each Guarantor to execute this
Guaranty inasmuch as each Guarantor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lenders and the Issuer pursuant to the Credit Agreement;

<PAGE>

      NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lenders and the Issuer to make
Credit Extensions (including the initial Credit Extension) to the Borrower
pursuant to the Credit Agreement, and to induce Secured Parties to enter into
Rate Protection Agreements, each Guarantor agrees, for the benefit of each
Secured Party, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

      "Additional Guarantor" and "Additional Guarantors" are defined in the
preamble.

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Credit Agreement" is defined in the first recital.

      "Guarantor" and "Guarantors" are defined in the preamble.

      "Guaranty" is defined in the preamble.

      "Lenders" is defined in the first recital.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Guaranty, including its
preamble and recitals, have the meanings provided in the Credit Agreement.

                                   ARTICLE II

                               GUARANTY PROVISIONS

      SECTION 2.1. Guaranty. Each Guarantor hereby absolutely, unconditionally
and irrevocably


                                      -2-
<PAGE>

            (a) guarantees the full and punctual payment when due, whether at
      stated maturity, by required prepayment, declaration, acceleration, demand
      or otherwise, of all Obligations of the Borrower and each other Obligor,
      now or hereafter existing, whether for principal, interest, fees, expenses
      or otherwise (including all such amounts which would become due but for
      the operation of the automatic stay under Section 362(a) of the United
      States Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of Sections
      502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C.
      ss.502(b) and ss.506(b)), and

            (b) indemnifies and holds harmless each Secured Party and each
      holder of a Note for any and all costs and expenses (including reasonable
      attorneys' fees and expenses) incurred by such Secured Party or such
      holder, as the case may be, in enforcing any rights under this Guaranty;

provided, however, that each Guarantor shall be liable under this Guaranty for
the maximum amount of such liability that can be hereby incurred without
rendering this Guaranty, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount. This Guaranty constitutes a guaranty of payment when due
and not of collection, and each Guarantor specifically agrees that it shall not
be necessary or required that any Secured Party or any holder of any Note
exercise any right, assert any claim or demand or enforce any remedy whatsoever
against the Borrower or any other Obligor (or any other Person) before or as a
condition to the obligations of such Guarantor hereunder.

      SECTION 2.2. Acceleration of Guaranty. Each Guarantor agrees that, in the
event of any Default of the nature set forth in clauses (a) through (d) of
Section 8.1.9 of the Credit Agreement, and if such event shall occur at a time
when any of the Obligations of the Borrower and each other Obligor may not then
be due and payable, such Guarantor will pay to the Lenders forthwith the full
amount which would be payable hereunder by such Guarantor if all such
Obligations were then due and payable.

      SECTION 2.3. Guaranty Absolute, etc. This Guaranty shall in all respects
be a continuing, absolute, unconditional and irrevocable guaranty of payment,
and shall remain in full force and effect until all Obligations of the Borrower
and each other Obligor have been paid in full in cash, all obligations of each
Guarantor hereunder shall have been paid in full in cash, all Letters of Credit
have been terminated or expired, all Rate Protection Agreements have been
terminated and all Commitments shall have terminated. Each Guarantor guarantees
that the Obligations of the Borrower and each other Obligor will be paid
strictly in accordance with the terms of the Credit Agreement, the Notes and
each other Loan Document under which they arise, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of any Secured Party or any holder of any Note with
respect thereto. The liability of each Guarantor under this Guaranty shall be
absolute, unconditional and irrevocable irrespective of:


                                      -3-
<PAGE>

            (a) any lack of validity, legality or enforceability of the Credit
      Agreement, any Note or any other Loan Document;

            (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            (including any other guarantor (including any Guarantor)) under the
            provisions of the Credit Agreement, any Note, any other Loan
            Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor (including any Guarantor) of, or collateral securing, any
            Obligations of the Borrower or any other Obligor;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations of the Borrower or any other
      Obligor, or any other extension, compromise or renewal of any Obligation
      of the Borrower or any other Obligor;

            (d) any reduction, limitation, impairment or termination of any
      Obligations of the Borrower or any other Obligor for any reason, including
      any claim of waiver, release, surrender, alteration or compromise, and
      shall not be subject to (and each Guarantor hereby waives any right to or
      claim of) any defense or setoff, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality, nongenuineness,
      irregularity, compromise, unenforceability of, or any other event or
      occurrence affecting, any Obligations of the Borrower, any other Obligor
      or otherwise;

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit
      Agreement, any Note or any other Loan Document;

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral, or any amendment to or waiver or release or addition of,
      or consent to departure from, any other guaranty, held by any Secured
      Party or any holder of any Note securing any of the Obligations of the
      Borrower or any other Obligor; or

            (g) any other circumstance which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      any other Obligor, any surety or any guarantor.

      SECTION 2.4. Reinstatement, etc. Each Guarantor agrees that this Guaranty
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Obligations is rescinded or
must otherwise be restored by any Secured Party or any holder of any Note, upon
the insolvency, bankruptcy or reorganization of the 


                                      -4-
<PAGE>

Borrower or any other Obligor or otherwise, all as though such payment had not
been made.

      SECTION 2.5. Waiver, etc. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrower or any other Obligor and of this Guaranty and any
requirement that the Administrative Agent, any other Secured Party or any holder
of any Note protect, secure, perfect or insure any security interest or Lien, or
any property subject thereto, or exhaust any right or take any action against
the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Obligations of the Borrower
or any other Obligor, as the case may be.

      SECTION 2.6. Postponement of Subrogation, etc. Each Guarantor hereby
agrees that it will not exercise any rights which it may acquire by way of
rights of subrogation under this Guaranty, by any payment made hereunder or
otherwise, until the prior payment in full in cash of all Obligations of the
Borrower and each other Obligor, the termination or expiration of all Letters of
Credit, the termination of all Rate Protection Agreements and the termination of
all Commitments. Any amount paid to any Guarantor on account of any such
subrogation rights prior to the payment in full in cash of all Obligations of
the Borrower and each other Obligor shall be held in trust for the benefit of
the Secured Parties and each holder of a Note and shall immediately be paid to
the Administrative Agent for the benefit of the Secured Parties and each holder
of a Note and credited and applied against the Obligations of the Borrower and
each other Obligor, whether matured or unmatured, in accordance with the terms
of the Credit Agreement; provided, however, that if

            (a) such Guarantor has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Obligations of the Borrower and
      each other Obligor, and

            (b) all Obligations of the Borrower and each other Obligor have been
      paid in full in cash, all Letters of Credit have been terminated or
      expired, all Rate Protection Agreements have been terminated and all
      Commitments have been permanently terminated,

each Secured Party and each holder of a Note agrees that, at such Guarantor's
request, the Administrative Agent, on behalf of the Secured Parties and the
holders of the Notes, will execute and deliver to such Guarantor appropriate
documents (without recourse and without representation or warranty) necessary to
evidence the transfer by subrogation to such Guarantor of an interest in the
Obligations of the Borrower and each other Obligor resulting from such payment
by such Guarantor. In furtherance of the foregoing, for so long as any
Obligations, Letters of Credit, Rate Protection Agreements or Commitments remain
outstanding, each Guarantor shall refrain from taking any action or commencing
any proceeding against the Borrower or any other Obligor (or any of their
respective successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amount in respect of any payment made
under this Guaranty to any Secured Party or any holder of a Note.


                                      -5-
<PAGE>

      SECTION 2.7. Right of Contribution. Each Guarantor hereby agrees that to
the extent that a Guarantor shall have paid more than its proportionate share of
any payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2.6. The provisions of
this Section 2.7 shall in no respect limit the obligations and liabilities of
any Guarantor to the Administrative Agent and each other Secured Party, and each
Guarantor shall remain liable to the Administrative Agent and each other Secured
Party for the full amount by such Guarantor hereunder.

      SECTION 2.8. Successors, Transferees and Assigns; Transfers of Notes, etc.
This Guaranty shall:

            (a) be binding upon each Guarantor, and its successors, transferees
      and assigns; and

            (b) inure to the benefit of and be enforceable by the Administrative
      Agent and each other Secured Party.

Without limiting the generality of clause (b), any Lender may assign or
otherwise transfer (in whole or in part) any Note or Credit Extension held by it
to any other Person or entity, and such other Person or entity shall thereupon
become vested with all rights and benefits in respect thereof granted to such
Lender under any Loan Document (including this Guaranty) or otherwise, subject,
however, to any contrary provisions in such assignment or transfer, and to the
provisions of Section 11.11 and Article X of the Credit Agreement.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties. Each Guarantor hereby
represents and warrants for itself unto each Secured Party as to all matters
contained in Article VI of the Credit Agreement and this Article III, in each
case insofar as applicable to such Guarantor or such Guarantor's properties,
together with all related definitions and ancillary provisions, all of which are
hereby incorporated into this Article III as though specifically set forth
herein.

      SECTION 3.2. Organization, etc. Each Guarantor and each of its
Subsidiaries (a) is a corporation or partnership validly organized and existing
and in good standing to the extent required under the laws of the jurisdiction
of its incorporation or formation, is duly qualified to do business and is in
good standing as a foreign corporation or partnership to the extent required


                                      -6-
<PAGE>

under the laws of each jurisdiction where the nature of its business requires
such qualification, and (b) has full power and authority and holds all requisite
governmental licenses, permits and other approvals to (i) enter into and perform
its Obligations in connection with the Transaction and under this Guaranty and
each other Loan Document to which it is a party and (ii) own and hold under
lease its property and to conduct its business substantially as currently
conducted by it.

      SECTION 3.3. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each Guarantor and each of its Subsidiaries of this
Guaranty and each other Loan Document executed or to be executed by it, and,
where applicable, each such Guarantor's and each such other Obligor's
participation in the consummation of the Transaction, are within such
Guarantor's and such other Obligor's corporate or partnership powers, have been
duly authorized by all necessary corporate or partnership action, and do not (i)
contravene such Guarantor's or such other Obligor's Organic Documents, (ii)
contravene any contractual restriction, law or governmental regulation or court
decree or order binding on or affecting such Guarantor or such other Obligor, or
(iii) result in, or require the creation or imposition of, any Lien on any of
such Guarantor's or such other Obligor's properties, except pursuant to the
terms of a Loan Document.

      SECTION 3.4. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due execution,
delivery or performance by any Guarantor or any of its Subsidiaries of this
Guaranty or any other Loan Document to which it is a party, or for such
Guarantor's or such other Obligor's participation in the consummation of the
Transaction, except as have been duly obtained or made and are in full force and
effect. No Guarantor or any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

      SECTION 3.5. Validity, etc. This Guaranty and each other Loan Document
executed, or to be executed, by any Guarantor or any of its Subsidiaries, as the
case may be, constitutes, or will on the due execution and delivery thereof
constitute, the legal, valid and binding obligations of such Guarantor or such
other Obligor enforceable in accordance with their respective terms.

                                   ARTICLE IV

                                 COVENANTS, ETC.

      SECTION 4.1. Affirmative Covenants. Each Guarantor covenants and agrees
that, until all Letters of Credit have terminated or expired, all Rate
Protection Agreements have terminated, all Commitments have terminated, all
Obligations have been paid in full in cash and all 


                                      -7-
<PAGE>

obligations of such Guarantor hereunder shall have been paid in full in cash,
such Guarantor will, and will cause each of its Subsidiaries to, perform, comply
with and be bound by all the agreements, covenants and obligations contained in
the Credit Agreement applicable to such Guarantor, such Subsidiary or their
respective properties. Each such agreement, covenant and obligation contained in
the Credit Agreement and all related definitions and ancillary provisions are
hereby incorporated into this Guaranty as though specifically set forth herein.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

      SECTION 5.1. Loan Document. This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.

      SECTION 5.2. Binding on Successors, Transferees and Assigns; Assignment.
In addition to, and not in limitation of, Section 2.8, this Guaranty shall be
binding upon each Guarantor and its successors, transferees and assigns and
shall inure to the benefit of and be enforceable by each Secured Party and each
holder of a Note and their respective successors, transferees and assigns (to
the fullest extent provided pursuant to Section 2.8); provided, however, that no
Guarantor may assign any of its obligations hereunder without the prior written
consent of all Lenders.

      SECTION 5.3. Amendments, etc. No amendment to or waiver of any provision
of this Guaranty, nor consent to any departure by any Guarantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Administrative Agent (on behalf of the Lenders or the Required Lenders, as the
case may be) and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

      SECTION 5.4. Notices. All notices and other communications provided for
hereunder shall be in writing and mailed or telecopied or delivered, if to a
Guarantor, to such Guarantor in care of the Borrower at the address of the
Borrower specified in the Credit Agreement, and, if to the Administrative Agent,
to the Administrative Agent at the address of the Administrative Agent specified
in the Credit Agreement, or as to any party, at such other address as shall be
designated by such party in a written notice to the Agent or the Guarantors (in
care of the Borrower), as the case may be, complying as to delivery with the
terms of this Section. All such notices and other communications, if mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any such notice
or communication, if transmitted by facsimile, shall be deemed given when the
confirmation thereof is received by the transmitter.

      SECTION 5.5. Additional Guarantors. Upon the execution and delivery by any
other 


                                      -8-
<PAGE>

Person of an instrument in the form of Annex I hereto, such Person shall become
a "Guarantor" hereunder with the same force and effect as if originally named as
a Guarantor herein. The execution and delivery of any such instrument shall not
require the consent of any other Guarantor hereunder. The rights and obligations
of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Guaranty.

      SECTION 5.6. No Waiver; Remedies. In addition to, and not in limitation
of, Section 2.3 and Section 2.5, no failure on the part of any Secured Party or
any holder of a Note to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

      SECTION 5.7. Captions. Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.

      SECTION 5.8. Setoff. In addition to, and not in limitation of, any rights
of any Secured Party or any holder of a Note under applicable law, each Secured
Party and each such holder shall, upon the occurrence of any Default described
in any of clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or,
with the consent of the Required Lenders, upon the occurrence of any Event of
Default, have the right to appropriate and apply to the payment of the
obligations of any Guarantor owing to it hereunder, whether or not then due, and
such Guarantor hereby grants to each Secured Party and each such holder a
continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of such Guarantor then or thereafter maintained with such
Secured Party, or such holder or any agent or bailee for such Secured Party or
such holder; provided, however, that any such appropriation and application
shall be subject to the provisions of Section 4.8 of the Credit Agreement.

      SECTION 5.9. Severability. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

      SECTION 5.10. Governing Law, Entire Agreement, etc. THIS GUARANTY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE
ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.


                                      -9-
<PAGE>

      SECTION 5.11. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY SECURED PARTY OR ANY GUARANTOR
RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH
CASE LOCATED IN NEW YORK COUNTY OF THE STATE OF NEW YORK; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN NEW YORK COUNTY OF THE
STATE OF NEW YORK, FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM
MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY
GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES (TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW) SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

      SECTION 5.12. Waiver of Jury Trial. THE SECURED PARTIES AND THE GUARANTORS
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH, THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER 


                                      -10-
<PAGE>

ORAL OR WRITTEN) OR ACTIONS OF THE SECURED PARTIES OR THE GUARANTORS RELATING
THERETO. THE GUARANTORS ACKNOWLEDGE AND AGREE THAT EACH SUCH PERSON HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH SUCH PERSON IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO THE
CREDIT AGREEMENT, THIS GUARANTY AND EACH SUCH OTHER LOAN DOCUMENT.

      SECTION 5.13. Counterparts. This Guaranty may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.

      SECTION 5.14. Letters of Credit. Not in limitation of the Borrower's
obligation to pay all Reimbursement Obligations, but in addition thereto, each
Guarantor that is an account party of any Letter of Credit hereby agrees to be
bound by all provisions in the Credit Agreement and each other Loan Document
relating to the payment of all Reimbursement Obligations, fees, costs and
indemnifications in respect of such Letter of Credit as if such Guarantor were a
party to the Credit Agreement or such other Loan Document.


                                      -11-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                          [NAME OF GUARANTOR], a ________
                                             ________

                                          By
                                              Name:
                                              Title:


                                          [NAME OF GUARANTOR], a ________
                                             ________

                                          By
                                              Name:
                                              Title:


                                          [NAME OF GUARANTOR], a ________
                                             ________

                                          By
                                              Name:
                                              Title:

ACCEPTED BY:

FLEET NATIONAL BANK,
 as Administrative Agent


By
   Name:
   Title:


                                      -12-
<PAGE>

                                                                      ANNEX I to
                                                             Subsidiary Guaranty

                  SUPPLEMENT NO. ___ dated as of ________ __, ____
            (this "Supplement"), to the Subsidiary Guaranty, dated
            as of ________ __, ____ (as amended, supplemented,
            amended and restated or otherwise modified from time to
            time, the "Guaranty"), among the initial signatories
            thereto and each other Person which from time to time
            thereafter became a party thereto pursuant to Section
            5.5 thereof (each, individually, a "Guarantor", and,
            collectively, the "Guarantors"), in favor of the
            Secured Parties (as defined in the Guaranty).

                              W I T N E S S E T H:

      WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Guaranty; and

      WHEREAS, the Guaranty provides that additional parties may become
Guarantors under the Guaranty by execution and delivery of an instrument in the
form of this Supplement; and

      WHEREAS, pursuant to the provisions of Section 5.5 of the Guaranty, the
undersigned is becoming an Additional Guarantor under the Guaranty; and

      WHEREAS, the undersigned desires to become a Guarantor under the Guaranty
in order to induce the Secured Parties to continue to make Credit Extensions
under the Credit Agreement as consideration therefor;

      NOW, THEREFORE, the undersigned agrees, for the benefit of each Secured
Party, as follows:

      SECTION 1. In accordance with the Guaranty, the undersigned by its
signature below becomes a Guarantor under the Guaranty with the same force and
effect as if it were an original signatory thereto as a Guarantor and the
undersigned hereby (a) agrees to all the terms and provisions of the Guaranty
applicable to it as a Guarantor thereunder and (b) represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are true
and correct on and as of the date hereof. In furtherance of the foregoing, each
reference to a "Guarantor" or an "Additional Guarantor" in the Guaranty shall be
deemed to include the undersigned.
<PAGE>

      SECTION 2. The undersigned hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by the undersigned
and constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms.

      SECTION 3. Except as expressly supplemented hereby, the Guaranty shall
remain in full force and effect in accordance with its terms.

      SECTION 4. In the event any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and in the Guaranty shall not in any way be affected or impaired.

      SECTION 5. Without limiting the provisions of the Credit Agreement (or any
other Loan Document, including the Guaranty), the undersigned agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including reasonable attorneys' fees and
expenses of the Administrative Agent.

      SECTION 6. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

      SECTION 7. WITHOUT LIMITING THE EFFECT OF SECTION 5.11 OF THE GUARANTY,
THE SECURED PARTIES AND THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, AND OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
LOCATED IN NEW YORK COUNTY OF THE STATE OF NEW YORK, FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE UNDERSIGNED IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE UNDERSIGNED HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO 


                                      -14-
<PAGE>

ITSELF OR ITS PROPERTY, THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES (TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW) SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS SUPPLEMENT, THE GUARANTY AND THE OTHER LOAN DOCUMENTS.

      SECTION 8. WITHOUT LIMITING THE EFFECT OF SECTION 5.12 OF THE GUARANTY,
THE SECURED PARTIES AND THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH,
THIS SUPPLEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE SECURED PARTIES
OR THE UNDERSIGNED RELATING THERETO. THE UNDERSIGNED ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING
INTO THE CREDIT AGREEMENT, THIS SUPPLEMENT, THE GUARANTY AND EACH SUCH OTHER
LOAN DOCUMENT.

      SECTION 9. This Supplement hereby incorporates by reference the provisions
of the Guaranty, which provisions are deemed to be a part hereof, and this
Supplement shall be deemed to be a part of the Guaranty.

      SECTION 10. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.


                                      -15-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Supplement to the
Guaranty to be duly executed and delivered by their respective officers
thereunto duly authorized as of the day and year first above written.

                                          [ADDITIONAL GUARANTOR], a
                                             ________ ________

                                          By
                                              Name:
                                              Title:

ACCEPTED BY:

FLEET NATIONAL BANK,
 as Administrative Agent

By
   Name:
   Title:


                                      -16-
<PAGE>

                                                                       EXHIBIT I
                                                  to Second Amended and Restated
                                                                Credit Agreement

                             PERFECTION CERTIFICATE

      The undersigned, _______________, the _______________ of Duane Reade Inc.
(the "Company"), a Delaware corporation and a general partner of Duane Reade, a
New York general partnership (the "Borrower"), hereby certifies with reference
to the Second Amended and Restated Credit Agreement dated as of March 17, 1999,
amending and restating in its entirety that certain Amended and Restated Credit
Agreement, dated as of September 11, 1998 (as amended prior to the Amendment
Effective Date) (as so amended and restated, and together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among the Borrower, the
Company and the other Parent Guarantor named therein, the various financial
institutions as are or may become parties thereto (the "Lenders"), DLJ Capital
Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative
Agent and Credit Lyonnais New York Branch, as Documentation Agent (terms defined
therein being used herein as defined in the Credit Agreement), to each of the
Agents and each Lender as follows:


      1. Names. (a) The exact legal name of the Company and each of its
Subsidiaries that are not Foreign Subsidiaries as such names appear in their
respective certificates of incorporation, agreements of partnership or other
similar instruments of organization, is as follows:

            (b) Set forth below is each other legal name that the Company and
      each of its Subsidiaries that are not Foreign Subsidiaries has had since
      its organization together with the date of the relevant change:

            (c) Except as set forth in item (b) above, none of the Company or
      any of its Subsidiaries that are not Foreign Subsidiaries has changed its
      identity or corporate structure in any way within the past five years.

            (d) The following is a list of all other names (including trade
      names or similar appellations) used by the Company or any of its
      Subsidiaries that are not Foreign Subsidiaries or any of their divisions
      or other business 

<PAGE>

      units at any time during the past five years:

      2. Taxpayer Identification Numbers. (a) The taxpayer identification
numbers of the Company and each of its Subsidiaries that are not Foreign
Subsidiaries are as follows:

            (b) Set forth below is each other taxpayer identification number the
      Company and each of its Subsidiaries that are not Foreign Subsidiaries has
      had since its organization together with the date of the relevant change:

      3. Current Locations. (a) The chief executive office and principal place
of business of the Company and each of its Subsidiaries that are not Foreign
Subsidiaries is located at the following address:

            (b) The following are all locations where the Company and each of
      its Subsidiaries that are not Foreign Subsidiaries maintain any chattel
      paper or any books or records relating to any accounts receivable:

            (c) The following are all locations where the Company and each of
      its Subsidiaries that are not Foreign Subsidiaries maintain any lock-box
      accounts:

            (d) The following, listed on a state-by-state basis, are all the
      places of business of the Company and each of its Subsidiaries that are
      not Foreign Subsidiaries not identified above (identify whether location
      is owned or leased by the Company or such Subsidiary):

            (e) The following are all the locations where the Company and each
      of its Subsidiaries that are not Foreign Subsidiaries maintain any
      Equipment not identified above:

            (f) The following are the names and addresses of all persons other
      than the Company and its Subsidiaries that are not Foreign Subsidiaries
      which have possession of any of the Company's or any of such Subsidiaries'
      Equipment:

<PAGE>

            (g) The following are all the locations where the Company and each
      of its Subsidiaries that are not Foreign Subsidiaries maintain any
      Inventory not identified above (identify whether locations are owned by
      the Company or such Subsidiary, leased by the Company or such Subsidiary
      or are public warehouses):

            (h) The following are the names and addresses of all persons other
      than the Company and its Subsidiaries that are not Foreign Subsidiaries
      which have possession of any of the Company's or any of such Subsidiaries'
      Inventory (explain relationship of such persons to the Company or such
      Subsidiary, e.g., consignee, etc.)

      4. Mobile Goods. Does the Company or any Subsidiary that is a not Foreign
Subsidiary own railroad cars? Yes ___ No ___. Does the Company or any Subsidiary
that is a Not Foreign Subsidiary own any aircraft? Yes ___ No ___.

      5. Consigned Inventory. Approximate dollar amount of Inventory of the
Company and Subsidiaries that are not Foreign Subsidiaries consigned to third
parties at any time. $__________.

      6. Inventory Located Outside of the United States Approximate dollar
amount of Inventory of the Company and Subsidiaries that are not Foreign
Subsidiaries located outside of the United States of America at any time.
$__________.

      7. Unusual Transactions. All Receivables have been originated by the
Company and its Subsidiaries that are Not Foreign Subsidiaries and all Inventory
has been acquired by the Company and its Subsidiaries that are Not Foreign
Subsidiaries in the ordinary course of its business.

      8. File Search Reports. Attached hereto as Schedule 8(A) are true copies
of file search reports from the Uniform Commercial Code filing offices where
filings were made to perfect a security interest in any Collateral (as defined
in the relevant Security Agreement). Attached hereto as Schedule 8(B) is a true
copy of each financing statement or other filing identified in such file search
reports.

<PAGE>

      IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
September, 1998.

                                          DUANE READE INC.

                                          By: ____________________________
                                              Name:  William J. Tennant
                                              Title: Senior Vice President

<PAGE>

                                  SCHEDULE 8(A)

                               File Search Reports

<PAGE>

                                  SCHEDULE 8(B)

                      Financing Statements or Other Filings