**Exhibit 10.18**

 

GUARANTEE

 

GUARANTEE(this “Guarantee”) dated as of July 21, 2003 by each of the Personslisted on Schedule I hereto (each such Person, individually, a “FacilityGuarantor” and, collectively, the “Facility Guarantors”) in favor of(a) Fleet Retail Finance Inc., a Delaware corporation, as collateral agent (insuch capacity, the “Collateral Agent”) for the Secured Parties (asdefined in the Credit Agreement referred to below), (b) Fleet National Bank, asadministrative agent (in such capacity, the “Administrative Agent”) forthe Secured Parties and as Issuing Bank (as defined in the Credit Agreement),and (c) the Lenders (as defined in the Credit Agreement), parties to the CreditAgreement.

 

W I T N E S S E T H

 

Reference ismade to the Credit Agreement dated as of July 21, 2003 (as such may beamended, modified, supplemented or restated hereafter, the “Credit Agreement”),by and between, among others, (i) Duane Reade, a New York general partnership(the “Borrower”), (ii) the Facility Guarantors, (iii) the Lenders namedtherein, (iv) Fleet National Bank, as Administrative Agent for the Lenders andas Issuing Bank, and (v) Fleet Retail Finance Inc., as Collateral Agent for theLenders. Capitalized terms used herein and not defined herein shall have themeanings assigned to such terms in the Credit Agreement.

 

The Lendershave agreed to make Loans to the Borrower, and the Issuing Bank has agreed toissue Letters of Credit for the account of the Borrower, pursuant to, and uponthe terms and subject to the conditions specified in, the CreditAgreement.  The Facility Guarantorsacknowledge that they will derive substantial benefit from the making of theLoans by the Lenders and the issuance of the Letters of Credit by the IssuingBank.  The obligations of the Lenders tomake Loans and of the Issuing Bank to issue Letters of Credit are eachconditioned upon, among other things, the execution and delivery by theFacility Guarantors of a guarantee in the form hereof.  As consideration therefor and in order toinduce the Lenders to make Loans and the Issuing Bank to issue Letters ofCredit, the Facility Guarantors are willing to execute this Guarantee.

 

Accordingly,the Facility Guarantors hereby agree as follows:

 

1.                                       Guarantee.

 

(a)                                  Each FacilityGuarantor irrevocably and unconditionally guarantees, jointly with the otherFacility Guarantors and severally, as a primary obligor and not merely as asurety, the due and punctual payment when due (whether at the stated maturity,by acceleration or otherwise) and performance by the Borrower of allObligations.  Each Facility Guarantorfurther agrees that the Obligations may be extended or renewed, in whole or inpart, without notice to or further assent from it, and that it will remainbound upon the Guarantee notwithstanding any extension or renewal of anyObligation.

 

(b)                                 Each FacilityGuarantor, and by their acceptance of this Guarantee, the Agents and each otherSecured Party, hereby confirms that it is the intention of all such Personsthat this Guarantee and the Obligations of each Facility Guarantor hereundernot constitute a fraudulent transfer or conveyance for purposes of BankruptcyLaw (as hereinafter defined), the Uniform Fraudulent Conveyance Act, theUniform Fraudulent Transfer Act or any similar foreign, federal or state law tothe extent applicable to this Guarantee and the Obligations of each FacilityGuarantor hereunder.  To effectuate theforegoing intention, the Agents, the other Secured Parties and the FacilityGuarantors hereby irrevocably agree that the Obligations of each Guarantorunder this Guarantee at any time shall be limited to the maximum amount as willresult in the Obligations of such Facility Guarantor under this 

 

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Guarantee notconstituting a fraudulent transfer or conveyance.  For purposes hereof, “Bankruptcy Law” means any proceedingof the type referred to in Section 7.01(h) or Section 7.01(i) of the CreditAgreement or in Title 11, U.S.C., or any similar foreign, federal or state lawfor the relief of debtors.

 

2.                                       ObligationsNot Affected.  To the fullest extentpermitted by Applicable Law, each Facility Guarantor waives presentment to,demand of payment from, and protest to, the Borrower of any of the Obligations,and also waives notice of acceptance of the Guarantee and notice of protest fornonpayment.  To the fullest extentpermitted by Applicable Law, the obligations of each Facility Guarantorhereunder shall not be affected by (a) the failure of any Agent or anyother Secured Party to assert any claim or demand or to enforce or exercise anyright or remedy against the Borrower or any other Facility Guarantor under theprovisions of the Credit Agreement, any other Loan Document or otherwise,(b) any rescission, waiver, amendment or modification of, or any releasefrom any of the terms or provisions of, this Guarantee, any other Loan Documentor any other agreement, including with respect to any other Facility Guarantorunder this Guarantee or the Borrower under the Credit Agreement, or(c) the failure to perfect any security interest in, or the release of,any of the Collateral held by or on behalf of the Collateral Agent or any otherSecured Party.

 

3.                                       Security.  Each of the Facility Guarantors authorizesthe Collateral Agent and each of the other Secured Parties to (a) take andhold security for the payment of the Guarantee and the Obligations andexchange, enforce, waive and release any such security, (b) apply suchsecurity and direct the order or manner of sale thereof as they in their solediscretion may determine and (c) release or substitute any one or moreendorsees, other Facility Guarantors or other obligors.

 

4.                                       Guaranteeof Payment.  Each of the FacilityGuarantors further agrees that this Guarantee constitutes a guarantee ofpayment when due and not of collection, and waives any right to require thatany resort be had by the Collateral Agent or any other Secured Party to any ofthe Collateral or other security held for payment of the Obligations or to anybalance of any deposit account or credit on the books of the Collateral Agentor any other Secured Party in favor of the Borrower or any other Person or toany other guarantor of all or part of the Obligations.

 

5.                                       Indemnification.  Without limiting any of theirindemnification obligations under the Credit Agreement or the other LoanDocuments, the Facility Guarantors jointly and severally shall indemnify theAgents, the Issuing Bank and each Lender, and each Related Party of any of theforegoing Persons (each such Person being called an “Indemnitee”)against, and hold each Indemnitee harmless from, any and all losses, claims,damages, liabilities and related expenses, including the reasonable anddocumented fees, charges and disbursements of any counsel for any Indemnitee,incurred by or asserted against any Indemnitee arising out of, in connectionwith, or as a result of, (i) the execution or delivery of this Guarantee or anyother Loan Document, the performance by the Facility Guarantors of theirobligations under this Guarantee or any other Loan Document, or the consummationof the transactions contemplated by the Loan Documents or any othertransactions contemplated hereby, or (ii) any actual claim, litigation,investigation or proceeding relating to any of the foregoing, whether based oncontract, tort or any other theory and regardless of whether any Indemnitee isa party thereto; provided that such indemnity shall not, as to anyIndemnitee, be available to the extent that such losses, claims, damages,liabilities or related expenses resulted from the gross negligence or willfulmisconduct of such Indemnitee or any Affiliate of such Indemnitee (or of anyofficer, director, employee, advisor or agent of such Indemnitee or any suchIndemnitee’s Affiliates).

 

6.                                       NoDischarge or Diminishment of Guarantee. The obligations of each Facility Guarantor hereunder shall not besubject to any reduction, limitation, impairment or termination for any reason(other than the indefeasible payment in full in cash of the Obligations),including any claim of waiver, release, surrender, alteration or compromise ofany of the Obligations, and shall not

 

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be subject to any defense orset-off, counterclaim, recoupment or termination whatsoever by reason of theinvalidity, illegality or unenforceability of the Obligations orotherwise.  Without limiting thegenerality of the foregoing, the obligations of each Facility Guarantorhereunder shall not be discharged or impaired or otherwise affected by thefailure of any Agent or any other Secured Party to assert any claim or demandor to enforce any remedy under this Guarantee, the Credit Agreement, any otherLoan Document or any other agreement, by any waiver or modification of anyprovision of any thereof, by any default, failure or delay, willful orotherwise, in the performance of the Obligations, or by any other act oromission that may or might in any manner or to any extent vary the risk of anyFacility Guarantor or that would otherwise operate as a discharge of anyFacility Guarantor as a matter of law or equity (other than the indefeasiblepayment in full in cash of all the Obligations).

 

7.                                       Defensesof Borrower Waived.  To the fullestextent permitted by Applicable Law, each of the Facility Guarantors waives anydefense based on or arising out of any defense of the Borrower or theunenforceability of the Obligations or any part thereof from any cause, or thecessation from any cause of the liability of the Borrower, other than theindefeasible payment in full in cash of all the Obligations.  The Collateral Agent and the other SecuredParties may, at their election, foreclose on any security held by one or moreof them by one or more judicial or nonjudicial sales, accept an assignment ofany such security in lieu of foreclosure, compromise or adjust any part of theObligations, make any other accommodation with the Borrower or any otherFacility Guarantor, or exercise any other right or remedy available to themagainst any Borrower or any other Facility Guarantor, without affecting orimpairing in any way the liability of any Facility Guarantor hereunder exceptto the extent that all the Obligations have been indefeasibly paid in full incash.  Pursuant to Applicable Law, eachof the Facility Guarantors waives any defense arising out of any such electioneven though such election operates, pursuant to Applicable Law, to impair or toextinguish any right of reimbursement or subrogation or other right or remedyof such Facility Guarantor against the Borrower or any other FacilityGuarantor, as the case may be, or any security.

 

SECTION 8.                                Agreementto Pay; Subordination.  Infurtherance of the foregoing and not in limitation of any other right that theAgents or any other Secured Party has at law or in equity against any FacilityGuarantor by virtue hereof, upon the failure of the Borrower or any other LoanParty to pay any Obligation when and as the same shall become due, whether atmaturity, by acceleration, after notice of prepayment or otherwise, each of theFacility Guarantors hereby promises to and will forthwith pay, or cause to bepaid, to the Agents or such other Secured Party as designated thereby in cashthe amount of such unpaid Obligations. Upon payment by any Facility Guarantor of any sums to any Agent or anyother Secured Party as provided above, all rights of such Facility Guarantoragainst the Borrower or any other Loan Party arising as a result thereof by wayof right of subrogation, contribution, reimbursement, indemnity or otherwiseshall in all respects be subordinate and junior in right of payment to theprior indefeasible payment in full in cash of all the Obligations.  In addition, any indebtedness of theBorrower or any other Loan Party now or hereafter held by any FacilityGuarantor is hereby subordinated in right of payment to the prior payment infull in cash of all of the Obligations. None of the Facility Guarantors will demand, sue for, or otherwiseattempt to collect any such indebtedness until indefeasible payment in full incash of all of the Obligations, termination of the Lenders’ obligations to makeLoans and termination of the Issuing Bank’s obligation to issue Letters ofCredit under the Credit Agreement.  Ifany amount shall erroneously be paid to any Facility Guarantor on account of(a) such subrogation, contribution, reimbursement, indemnity or similarright or (b) any such indebtedness of the Borrower or any other LoanParty, such amount shall be held in trust for the benefit of the SecuredParties and shall forthwith be paid to the Administrative Agent to be creditedagainst the payment of the Obligations, whether matured or unmatured, inaccordance with the terms of the Loan Documents.

 

SECTION 9.                                Information.  Each of the Facility Guarantors assumes allresponsibility for being and keeping itself informed of the Borrower’sfinancial condition and assets, and of all other circumstances bearing upon therisk of nonpayment of the Obligations and the nature, scope and

 

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extent of the risks that suchFacility Guarantor assumes and incurs hereunder, and agrees that none of theAgents or the other Secured Parties will have any duty to advise any of theFacility Guarantors of information known to it or any of them regarding suchcircumstances or risks.

 

SECTION 10.                          Representations,Warranties and Covenants.  Each ofthe Facility Guarantors represents and warrants as to itself that allrepresentations, warranties and covenants relating to it contained in theCredit Agreement are true and correct and shall remain true and correct as setforth in the Credit Agreement.

 

SECTION 11.                          Termination.  This Guarantee (a) shall terminate when allthe Obligations have been indefeasibly paid in full in cash, the Lenders haveno further commitment to lend under the Credit Agreement, the Letter of CreditOutstandings have been reduced to zero or fully cash collateralized in a mannersatisfactory to the Issuing Bank and the Administrative Agent, and the IssuingBank has no further obligation to issue Letters of Credit under the Credit Agreement,and (b) shall continue to be effective or be reinstated, as the case may be, ifat any time payment, or any part thereof, of any Obligation is rescinded ormust otherwise be restored by any Secured Party or any Facility Guarantor uponthe bankruptcy or reorganization of the Borrower or any other Loan Party, anyFacility Guarantor or otherwise.

 

SECTION 12.                          Costsof Enforcement.  The FacilityGuarantors will pay on demand (i) all reasonable out-of-pocket expensesincurred by the Agents and their Affiliates, including the reasonable fees,charges and disbursements of counsel for the Agents and any outside consultantsfor the Agents, in connection with the preparation and administration of thisGuarantee or any amendments, modifications or waivers of the provisions hereof(whether or not the transactions contemplated hereby shall be consummated), and(ii) all reasonable out-of-pocket expenses incurred by the Agents, the IssuingBank or any Lender, including the reasonable fees, charges and disbursements ofany counsel and any outside consultants for the Agents, the Issuing Bank or anyLender, in connection with the enforcement or protection of the rights of theAgents, the Issuing Bank or any Lender in connection with the Loan Documents,including their rights under this Guarantee; *providedthat* the Lenders who are not the Agents shall be entitled toreimbursement for no more than one counsel representing all such Lenders(absent a conflict of interest in which case the Lenders may engage and bereimbursed for additional counsel).

 

SECTION 13.                          BindingEffect; Several Agreement; Assignments. Whenever in this Guarantee any of the parties hereto is referred to,such reference shall be deemed to include the successors and assigns of suchparty, and all covenants, promises and agreements by or on behalf of theFacility Guarantors that are contained in this Guarantee shall bind and inureto the benefit of each of the Facility Guarantors and its respective successorsand assigns.  This Guarantee shall bebinding upon each of the Facility Guarantors, the Administrative Agent and theCollateral Agent and their respective successors and assigns, and shall inureto the benefit of each of the Facility Guarantors, the Administrative Agent,the Collateral Agent and the other Secured Parties, and their respectivepermitted successors and assigns, except that no Facility Guarantor shall havethe right to assign or transfer its rights or obligations hereunder or anyinterest herein (and any such attempted assignment or transfer shall be void),except as expressly permitted by this Guarantee or the Credit Agreement.  This Guarantee shall be construed as aseparate agreement with respect to each Facility Guarantor and may be amended,modified, supplemented, waived or released with respect to any FacilityGuarantor without the approval of any other Facility Guarantor and withoutaffecting the obligations of any other Facility Guarantor hereunder.

 

SECTION 14.                          Waivers;Amendment.

 

(a)                                  Therights, remedies, powers, privileges, and discretions of the Agents hereunderand under Applicable Law (herein, the “Agents’ Rights and Remedies”)shall be cumulative and not exclusive of any rights or remedies which it wouldotherwise have.  No delay or

 

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omission by the Agents inexercising or enforcing any of the Agents’ Rights and Remedies shall operateas, or constitute, a waiver thereof.  Nowaiver by the Agents of any Event of Default or of any default under any otheragreement shall operate as a waiver of any other default hereunder or under anyother agreement.  No single or partialexercise of any of the Agents’ Rights or Remedies, and no express or impliedagreement or transaction of whatever nature entered into between the Agents andany Person, at any time, shall preclude the other or further exercise of theAgents’ Rights and Remedies.  No waiverby the Agents of any of the Agents’ Rights and Remedies on any one occasionshall be deemed a waiver on any subsequent occasion, nor shall it be deemed acontinuing waiver.  The Agents’ Rightsand Remedies  may be exercised at suchtime or times and in such order of preference as the Agents may determine. TheAgents’ Rights and Remedies may be exercised without resort or regard to anyother source of satisfaction of the Obligations.  No waiver of any provisions of this Guarantee or any other LoanDocument or consent to any departure by any Facility Guarantor therefrom shallin any event be effective unless the same shall be permitted by paragraph (b)below, and then such waiver or consent shall be effective only in the specificinstance and for the purpose for which given. No notice to or demand on any Facility Guarantor in any case shallentitle such Facility Guarantor or any other Facility Guarantor to any other orfurther notice or demand in similar or other circumstances.

 

(b)                                 Neitherthis Guarantee nor any provision hereof may be waived, amended or modifiedexcept pursuant to a written agreement entered into between the Agents and theFacility Guarantor or Facility Guarantors with respect to whom such waiver,amendment or modification is to apply, subject to any consent required inaccordance with Section 9.02 of the Credit Agreement.

 

SECTION 15.                          Copiesand Facsimiles.  This instrument andall documents which have been or may be hereinafter furnished by the FacilityGuarantors to any of the Agents may be reproduced by the Agents by anyphotographic, microfilm, xerographic, digital imaging, or other process. Anysuch reproduction shall be admissible in evidence as the original itself in anyjudicial or administrative proceeding (whether or not the original is inexistence and whether or not such reproduction was made in the regular courseof business). Any facsimile which bears proof of transmission shall be bindingon the party which or on whose behalf such transmission was initiated andlikewise so admissible in evidence as if the original of such facsimile hadbeen delivered to the party which or on whose behalf such transmission wasreceived.

 

SECTION 16.                          GoverningLaw.  THIS GUARANTEE SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.

 

SECTION 17.                          Notices.  All communications and notices hereundershall (except as otherwise expressly permitted herein) be in writing and givenas provided in Section 9.01 of the Credit Agreement.

 

SECTION 18.                          Survivalof Agreement; Severability.

 

(a)                                  Allcovenants, agreements, representations and warranties made by the FacilityGuarantors herein and in the certificates or other instruments delivered inconnection with or pursuant to this Guarantee or any other Loan Document shallbe considered to have been relied upon by the Agents and the other SecuredParties and shall survive the execution and delivery of this Guarantee and theother Loan Documents and the making of any Loans and the issuance of anyLetters of Credit, and shall continue in full force and effect as long as theObligations are outstanding and unpaid or the Letter of Credit Outstandings donot equal zero, or are not fully cash collateralized in a manner satisfactoryto the Issuing Bank and the Administrative Agent, and as long as theCommitments have not expired or terminated.

 

(b)                                 Inthe event any one or more of the provisions contained in this Guarantee shouldbe held invalid, illegal or unenforceable in any respect, the validity,legality and enforceability

 

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of the remaining provisionscontained herein shall not in any way be affected or impaired thereby (it beingunderstood that the invalidity of a particular provision in a particularjurisdiction shall not in and of itself affect the validity of such provisionin any other jurisdiction).

 

SECTION 19.                          Counterparts.  This Guarantee may be executed in two or morecounterparts, each of which shall constitute an original but all of which, whentaken together, shall constitute a single contract (subject to Section13).  Delivery of an executedcounterpart of a signature page to this Guarantee by facsimile transmissionshall be as effective as delivery of a manually executed counterpart hereof.

 

SECTION 20.                          Rulesof Interpretation.  The rules ofinterpretation specified in Section 1.02 of the Credit Agreement shall beapplicable to this Guarantee.

 

SECTION 21.                          Jurisdiction;Consent to Service of Process.

 

(a)                                  Eachof the Facility Guarantors agrees that any suit for the enforcement of thisGuarantee or any other Loan Document may be brought in any New York state orfederal court sitting in the Borough of Manhattan in New York City, as theAgents may elect in their sole discretion, and consent to the non-exclusivejurisdiction of such courts.  Each ofthe Facility Guarantors hereby waives any objection which it may now or hereafterhave to the venue of any such suit or any such court or that such suit isbrought in an inconvenient forum.  Eachof the Facility Guarantors agrees that any action commenced by any FacilityGuarantor asserting any claim or counterclaim arising under or in connectionwith this Guarantee or any other Loan Document shall be brought solely in anyNew York state or federal court sitting in the Borough of Manhattan in New YorkCity, as the Agents may elect in their sole discretion, and consent to theexclusive jurisdiction of such courts with respect to any such action.

 

(b)                                 Eachparty to this Guarantee irrevocably consents to service of process in themanner provided for notices in Section 17.  Nothing in this Guarantee or any other Loan Document will affectthe right of any party to this Agreement to serve process in any other mannerpermitted by law.

 

SECTION 22.                          Waiverof Jury Trial.  EACH PARTY HERETOHEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TOA JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH ANY PARTY HERETO IS ORBECOMES A PARTY (**WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINSTANY PARTY HERETO OR IN WHICH ANY PARTY HERETO, IS JOINED AS A PARTY LITIGANT)**,WHICH CASE OR CONTROVERSY ARISES OUT OF OR RELATES TO THIS GUARANTEE OR ANYOTHER LOAN DOCUMENT.  EACH PARTY HERETO(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THEEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGESTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISGUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SETFORTH IN THIS SECTION 22.

 

SECTION 23.                          Rightof Set-off.  If an Event of Defaultshall have occurred and be continuing, each Lender and each of its Affiliatesis hereby authorized at any time and from time to time, to the fullest extentpermitted by law, to set off and apply any and all deposits (general orspecial, time or demand, provisional or final) at any time held and otherobligations at any time owing by such Lender or Affiliate to or for the creditor the account of any Facility Guarantor against any or all the obligations ofsuch Facility Guarantor now or hereafter existing under this Guarantee and theother Loan Documents held by such Lender, irrespective of whether or not suchLender shall

 

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have made any demand under thisGuarantee or any other Loan Document and although such obligations may beunmatured.  The rights of each Lenderunder this Section 23 are in addition to other rights and remedies (includingother rights of set-off) that such Lender may have.

 

 

[**SIGNATURE PAGE FOLLOWS**]

 

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IN WITNESSWHEREOF, the Facility Guarantors have duly executed this Guarantee under sealas of the day and year first above written.

 
| **FACILITY GUARANTORS**: | DUANE READE  INC.                |
|--------------------------|----------------------------------|
|                     |                             |   |   |
|                     |                             |   |   |
|                     | By:                              | /s/ John K.  Henry |   |
|                     | Name:                            | John K.  Henry |
|                     | Title:                           | Chief  Financial Officer |
|                     |                             |   |
|                     |                             |   |   |
|                     | By:                              | /s/ Michelle  D. Bergman |   |
|                     | Name:                            | Michelle D.  Bergman |
|                     | Title:                           | Vice  President |
|                     |                             |   |
|                     |                             |   |   |
|                     | DRI I INC.                       |
|                     |                             |   |   |
|                     |                             |   |   |
|                     | By:                              | /s/ John K.  Henry |   |
|                     | Name:                            | John K.  Henry |
|                     | Title:                           | Chief  Financial Officer |
|                     |                             |   |   |
|                     |                             |   |   |
|                     | By:                              | /s/ Michelle  D. Bergman |   |
|                     | Name:                            | Michelle D.  Bergman |
|                     | Title:                           | Vice  President |
|                     |                             |   |   |
|                     |                             |   |   |
|                     | DUANE READE  REALTY, INC.        |
|                     |                             |
|                     |                             |   |   |
|                     | By:                              | /s/ John K.  Henry |   |
|                     | Name:                            | John K.  Henry |
|                     | Title:                           | Chief  Financial Officer |
|                     |                             |   |   |
|                     |                             |   |   |
|                     | By:                              | /s/ Michelle  D. Bergman |   |
|                     | Name:                            | Michelle D.  Bergman |
|                     | Title:                           | Vice  President |
|                     |                             |   |
|                     |                             |   |   |
|                     | DUANE READE  INTERNATIONAL, INC. |
|                     |                             |
|                     |                             |   |   |
|                     | By:                              | /s/ John K.  Henry |   |
|                     | Name:                            | John K.  Henry |
|                     | Title:                           | Chief  Financial Officer |
|                     |                             |   |   |
|                     |                             |   |   |
|                     | By:                              | /s/ Michelle  D. Bergman |   |
|                     | Name:                            | Michelle D.  Bergman |
|                     | Title:                           | Vice  President |
|                          |                                  |  |  |  |

 

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**SCHEDULE I**

 

Facility Guarantors

 

Duane Reade Inc.

DRI I Inc.

Duane Reade Realty, Inc.

Duane Reade International, Inc.

 

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