Exhibit 10.18


 


GUARANTEE


 


GUARANTEE
(this “Guarantee”) dated as of July 21, 2003 by each of the Persons
listed on Schedule I hereto (each such Person, individually, a “Facility
Guarantor” and, collectively, the “Facility Guarantors”) in favor of
(a) Fleet Retail Finance Inc., a Delaware corporation, as collateral agent (in
such capacity, the “Collateral Agent”) for the Secured Parties (as
defined in the Credit Agreement referred to below), (b) Fleet National Bank, as
administrative agent (in such capacity, the “Administrative Agent”) for
the 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 Credit
Agreement.


 


W I T N E S S E T H


 


Reference is
made to the Credit Agreement dated as of July 21, 2003 (as such may be
amended, 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 named
therein, (iv) Fleet National Bank, as Administrative Agent for the Lenders and
as Issuing Bank, and (v) Fleet Retail Finance Inc., as Collateral Agent for the
Lenders. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.


 


The Lenders
have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to
issue Letters of Credit for the account of the Borrower, pursuant to, and upon
the terms and subject to the conditions specified in, the Credit
Agreement.  The Facility Guarantors
acknowledge that they will derive substantial benefit from the making of the
Loans by the Lenders and the issuance of the Letters of Credit by the Issuing
Bank.  The obligations of the Lenders to
make Loans and of the Issuing Bank to issue Letters of Credit are each
conditioned upon, among other things, the execution and delivery by the
Facility Guarantors of a guarantee in the form hereof.  As consideration therefor and in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit, the Facility Guarantors are willing to execute this Guarantee.


 


Accordingly,
the Facility Guarantors hereby agree as follows:


 


1.                                       Guarantee.


 


(a)                                  Each Facility
Guarantor irrevocably and unconditionally guarantees, jointly with the other
Facility Guarantors and severally, as a primary obligor and not merely as a
surety, the due and punctual payment when due (whether at the stated maturity,
by acceleration or otherwise) and performance by the Borrower of all
Obligations.  Each Facility Guarantor
further agrees that the Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain
bound upon the Guarantee notwithstanding any extension or renewal of any
Obligation.


 


(b)                                 Each Facility
Guarantor, and by their acceptance of this Guarantee, the Agents and each other
Secured Party, hereby confirms that it is the intention of all such Persons
that this Guarantee and the Obligations of each Facility Guarantor hereunder
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guarantee and the Obligations of each Facility
Guarantor hereunder.  To effectuate the
foregoing intention, the Agents, the other Secured Parties and the Facility
Guarantors hereby irrevocably agree that the Obligations of each Guarantor
under this Guarantee at any time shall be limited to the maximum amount as will
result in the Obligations of such Facility Guarantor under this 


 

















 


Guarantee not
constituting a fraudulent transfer or conveyance.  For purposes hereof, “Bankruptcy Law” means any proceeding
of the type referred to in Section 7.01(h) or Section 7.01(i) of the Credit
Agreement or in Title 11, U.S.C., or any similar foreign, federal or state law
for the relief of debtors.


 


2.                                       Obligations
Not Affected.  To the fullest extent
permitted 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 for
nonpayment.  To the fullest extent
permitted by Applicable Law, the obligations of each Facility Guarantor
hereunder shall not be affected by (a) the failure of any Agent or any
other Secured Party to assert any claim or demand or to enforce or exercise any
right or remedy against the Borrower or any other Facility Guarantor under the
provisions of the Credit Agreement, any other Loan Document or otherwise,
(b) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, this Guarantee, any other Loan Document
or any other agreement, including with respect to any other Facility Guarantor
under 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 other
Secured Party.


 


3.                                       Security.  Each of the Facility Guarantors authorizes
the Collateral Agent and each of the other Secured Parties to (a) take and
hold security for the payment of the Guarantee and the Obligations and
exchange, enforce, waive and release any such security, (b) apply such
security and direct the order or manner of sale thereof as they in their sole
discretion may determine and (c) release or substitute any one or more
endorsees, other Facility Guarantors or other obligors.


 


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


 


5.                                       Indemnification.  Without limiting any of their
indemnification obligations under the Credit Agreement or the other Loan
Documents, the Facility Guarantors jointly and severally shall indemnify the
Agents, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing 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 and
documented fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of, (i) the execution or delivery of this Guarantee or any
other Loan Document, the performance by the Facility Guarantors of their
obligations under this Guarantee or any other Loan Document, or the consummation
of the transactions contemplated by the Loan Documents or any other
transactions contemplated hereby, or (ii) any actual claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is
a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses resulted from the gross negligence or willful
misconduct of such Indemnitee or any Affiliate of such Indemnitee (or of any
officer, director, employee, advisor or agent of such Indemnitee or any such
Indemnitee’s Affiliates).


 


6.                                       No
Discharge or Diminishment of Guarantee. 
The obligations of each Facility Guarantor hereunder shall not be
subject 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 of
any of the Obligations, and shall not


 


2

















 


be subject to any defense or
set-off, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the
generality of the foregoing, the obligations of each Facility Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the
failure of any Agent or any other Secured Party to assert any claim or demand
or to enforce any remedy under this Guarantee, the Credit Agreement, any other
Loan Document or any other agreement, by any waiver or modification of any
provision of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of any
Facility Guarantor or that would otherwise operate as a discharge of any
Facility Guarantor as a matter of law or equity (other than the indefeasible
payment in full in cash of all the Obligations).


 


7.                                       Defenses
of Borrower Waived.  To the fullest
extent permitted by Applicable Law, each of the Facility Guarantors waives any
defense based on or arising out of any defense of the Borrower or the
unenforceability of the Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of the Borrower, other than the
indefeasible payment in full in cash of all the Obligations.  The Collateral Agent and the other Secured
Parties may, at their election, foreclose on any security held by one or more
of them by one or more judicial or nonjudicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with the Borrower or any other
Facility Guarantor, or exercise any other right or remedy available to them
against any Borrower or any other Facility Guarantor, without affecting or
impairing in any way the liability of any Facility Guarantor hereunder except
to the extent that all the Obligations have been indefeasibly paid in full in
cash.  Pursuant to Applicable Law, each
of the Facility Guarantors waives any defense arising out of any such election
even though such election operates, pursuant to Applicable Law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy
of such Facility Guarantor against the Borrower or any other Facility
Guarantor, as the case may be, or any security.


 


SECTION 8.                                Agreement
to Pay; Subordination.  In
furtherance of the foregoing and not in limitation of any other right that the
Agents or any other Secured Party has at law or in equity against any Facility
Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan
Party to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each of the
Facility Guarantors hereby promises to and will forthwith pay, or cause to be
paid, to the Agents or such other Secured Party as designated thereby in cash
the amount of such unpaid Obligations. 
Upon payment by any Facility Guarantor of any sums to any Agent or any
other Secured Party as provided above, all rights of such Facility Guarantor
against the Borrower or any other Loan Party arising as a result thereof by way
of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subordinate and junior in right of payment to the
prior indefeasible payment in full in cash of all the Obligations.  In addition, any indebtedness of the
Borrower or any other Loan Party now or hereafter held by any Facility
Guarantor is hereby subordinated in right of payment to the prior payment in
full in cash of all of the Obligations. 
None of the Facility Guarantors will demand, sue for, or otherwise
attempt to collect any such indebtedness until indefeasible payment in full in
cash of all of the Obligations, termination of the Lenders’ obligations to make
Loans and termination of the Issuing Bank’s obligation to issue Letters of
Credit under the Credit Agreement.  If
any amount shall erroneously be paid to any Facility Guarantor on account of
(a) such subrogation, contribution, reimbursement, indemnity or similar
right or (b) any such indebtedness of the Borrower or any other Loan
Party, such amount shall be held in trust for the benefit of the Secured
Parties and shall forthwith be paid to the Administrative Agent to be credited
against the payment of the Obligations, whether matured or unmatured, in
accordance with the terms of the Loan Documents.


 


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


 


3

















 


extent of the risks that such
Facility Guarantor assumes and incurs hereunder, and agrees that none of the
Agents or the other Secured Parties will have any duty to advise any of the
Facility Guarantors of information known to it or any of them regarding such
circumstances or risks.


 


SECTION 10.                          Representations,
Warranties and Covenants.  Each of
the Facility Guarantors represents and warrants as to itself that all
representations, warranties and covenants relating to it contained in the
Credit Agreement are true and correct and shall remain true and correct as set
forth in the Credit Agreement.


 


SECTION 11.                          Termination.  This Guarantee (a) shall terminate when all
the Obligations have been indefeasibly paid in full in cash, the Lenders have
no further commitment to lend under the Credit Agreement, the Letter of Credit
Outstandings have been reduced to zero or fully cash collateralized in a manner
satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing
Bank 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, if
at any time payment, or any part thereof, of any Obligation is rescinded or
must otherwise be restored by any Secured Party or any Facility Guarantor upon
the bankruptcy or reorganization of the Borrower or any other Loan Party, any
Facility Guarantor or otherwise.


 


SECTION 12.                          Costs
of Enforcement.  The Facility
Guarantors will pay on demand (i) all reasonable out-of-pocket expenses
incurred by the Agents and their Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Agents and any outside consultants
for the Agents, in connection with the preparation and administration of this
Guarantee 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 Issuing
Bank or any Lender, including the reasonable fees, charges and disbursements of
any counsel and any outside consultants for the Agents, the Issuing Bank or any
Lender, in connection with the enforcement or protection of the rights of the
Agents, the Issuing Bank or any Lender in connection with the Loan Documents,
including their rights under this Guarantee; provided
that the Lenders who are not the Agents shall be entitled to
reimbursement for no more than one counsel representing all such Lenders
(absent a conflict of interest in which case the Lenders may engage and be
reimbursed for additional counsel).


 


SECTION 13.                          Binding
Effect; 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 such
party, and all covenants, promises and agreements by or on behalf of the
Facility Guarantors that are contained in this Guarantee shall bind and inure
to the benefit of each of the Facility Guarantors and its respective successors
and assigns.  This Guarantee shall be
binding upon each of the Facility Guarantors, the Administrative Agent and the
Collateral Agent and their respective successors and assigns, and shall inure
to the benefit of each of the Facility Guarantors, the Administrative Agent,
the Collateral Agent and the other Secured Parties, and their respective
permitted successors and assigns, except that no Facility Guarantor shall have
the right to assign or transfer its rights or obligations hereunder or any
interest 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 a
separate agreement with respect to each Facility Guarantor and may be amended,
modified, supplemented, waived or released with respect to any Facility
Guarantor without the approval of any other Facility Guarantor and without
affecting the obligations of any other Facility Guarantor hereunder.


 


SECTION 14.                          Waivers;
Amendment.


 


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


 


4

















 


omission by the Agents in
exercising or enforcing any of the Agents’ Rights and Remedies shall operate
as, or constitute, a waiver thereof.  No
waiver by the Agents of any Event of Default or of any default under any other
agreement shall operate as a waiver of any other default hereunder or under any
other agreement.  No single or partial
exercise of any of the Agents’ Rights or Remedies, and no express or implied
agreement or transaction of whatever nature entered into between the Agents and
any Person, at any time, shall preclude the other or further exercise of the
Agents’ Rights and Remedies.  No waiver
by the Agents of any of the Agents’ Rights and Remedies on any one occasion
shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a
continuing waiver.  The Agents’ Rights
and Remedies  may be exercised at such
time or times and in such order of preference as the Agents may determine. The
Agents’ Rights and Remedies may be exercised without resort or regard to any
other source of satisfaction of the Obligations.  No waiver of any provisions of this Guarantee or any other Loan
Document or consent to any departure by any Facility Guarantor therefrom shall
in 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 specific
instance and for the purpose for which given. 
No notice to or demand on any Facility Guarantor in any case shall
entitle such Facility Guarantor or any other Facility Guarantor to any other or
further notice or demand in similar or other circumstances.


 


(b)                                 Neither
this Guarantee nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between the Agents and the
Facility Guarantor or Facility Guarantors with respect to whom such waiver,
amendment or modification is to apply, subject to any consent required in
accordance with Section 9.02 of the Credit Agreement.


 


SECTION 15.                          Copies
and Facsimiles.  This instrument and
all documents which have been or may be hereinafter furnished by the Facility
Guarantors to any of the Agents may be reproduced by the Agents by any
photographic, microfilm, xerographic, digital imaging, or other process. Any
such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course
of business). Any facsimile which bears proof of transmission shall be binding
on the party which or on whose behalf such transmission was initiated and
likewise so admissible in evidence as if the original of such facsimile had
been delivered to the party which or on whose behalf such transmission was
received.


 


SECTION 16.                          Governing
Law.  THIS GUARANTEE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


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


 


SECTION 18.                          Survival
of Agreement; Severability.


 


(a)                                  All
covenants, agreements, representations and warranties made by the Facility
Guarantors herein and in the certificates or other instruments delivered in
connection with or pursuant to this Guarantee or any other Loan Document shall
be considered to have been relied upon by the Agents and the other Secured
Parties and shall survive the execution and delivery of this Guarantee and the
other Loan Documents and the making of any Loans and the issuance of any
Letters of Credit, and shall continue in full force and effect as long as the
Obligations are outstanding and unpaid or the Letter of Credit Outstandings do
not equal zero, or are not fully cash collateralized in a manner satisfactory
to the Issuing Bank and the Administrative Agent, and as long as the
Commitments have not expired or terminated.


 


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


 


5

















 


of the remaining provisions
contained herein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction).


 


SECTION 19.                          Counterparts.  This Guarantee may be executed in two or more
counterparts, each of which shall constitute an original but all of which, when
taken together, shall constitute a single contract (subject to Section
13).  Delivery of an executed
counterpart of a signature page to this Guarantee by facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.


 


SECTION 20.                          Rules
of Interpretation.  The rules of
interpretation specified in Section 1.02 of the Credit Agreement shall be
applicable to this Guarantee.


 


SECTION 21.                          Jurisdiction;
Consent to Service of Process.


 


(a)                                  Each
of the Facility Guarantors agrees that any suit for the enforcement of this
Guarantee or any other Loan Document may be brought in any New York state or
federal court sitting in the Borough of Manhattan in New York City, as the
Agents may elect in their sole discretion, and consent to the non-exclusive
jurisdiction of such courts.  Each of
the Facility Guarantors hereby waives any objection which it may now or hereafter
have to the venue of any such suit or any such court or that such suit is
brought in an inconvenient forum.  Each
of the Facility Guarantors agrees that any action commenced by any Facility
Guarantor asserting any claim or counterclaim arising under or in connection
with this Guarantee or any other Loan Document shall be brought solely in any
New York state or federal court sitting in the Borough of Manhattan in New York
City, as the Agents may elect in their sole discretion, and consent to the
exclusive jurisdiction of such courts with respect to any such action.


 


(b)                                 Each
party to this Guarantee irrevocably consents to service of process in the
manner provided for notices in Section 17.  Nothing in this Guarantee or any other Loan Document will affect
the right of any party to this Agreement to serve process in any other manner
permitted by law.


 


SECTION 22.                          Waiver
of Jury Trial.  EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO
A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH ANY PARTY HERETO IS OR
BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST
ANY 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 ANY
OTHER LOAN DOCUMENT.  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET
FORTH IN THIS SECTION 22.


 


SECTION 23.                          Right
of Set-off.  If an Event of Default
shall have occurred and be continuing, each Lender and each of its Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of any Facility Guarantor against any or all the obligations of
such Facility Guarantor now or hereafter existing under this Guarantee and the
other Loan Documents held by such Lender, irrespective of whether or not such
Lender shall


 


6

















 


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


 


 


[SIGNATURE PAGE FOLLOWS]


 


7

















 


IN WITNESS
WHEREOF, the Facility Guarantors have duly executed this Guarantee under seal
as 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

  
					



 


8

















 


SCHEDULE I


 


Facility Guarantors


 


Duane Reade Inc.


DRI I Inc.


Duane Reade Realty, Inc.


Duane Reade International, Inc.


 


9