<PAGE>

                                                               EXHIBIT 10.21


                                                                         ANNEX I

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT,

                           dated as of March 17, 2000
    (amending and restating the Second Amended and Restated Credit Agreement,
                          dated as of March 17, 1999),

                                      among

                                  DUANE READE,
                                as the Borrower,

                                DUANE READE INC.,
                                   DRI I INC.,
                      DUANE READE INTERNATIONAL, INC., and
                            DUANE READE REALTY, INC.,
                          as the Designated 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>

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

      THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 17,
2000, is made 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"), DUANE READE INTERNATIONAL, INC., a Delaware corporation
("Duane Reade IP") DUANE READE REALTY, INC., a Delaware corporation ("Duane
Reade Realty" and together with Duane Reade IP, collectively, the "Affiliate
Guarantors" and, together with the Parent Guarantors, collectively, the
"Designated 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 Second Amended and Restated Credit Agreement,
dated as of March 17, 1999 (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 Designated 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 Designated 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 Designated 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
<PAGE>

other obligations arising under those provisions which by their terms survive
the termination of the Existing Credit 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, 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) Additional Term C Loan Commitments pursuant to which Borrowings
      of Additional Term C Loans will be made to the Borrower on or after the
      Amendment Effective Date but prior to the Additional Term C Loan
      Commitment Termination Date in an aggregate original principal amount not
      to exceed $30,000,000 (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) not to exceed the
      Revolving Loan Commitment Amount 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
      the Letter of Credit Commitment Amount (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


                                      -2-
<PAGE>

Article V), to so amend and restate the Existing Credit Agreement and to extend
the Commitments and make the Loans described herein to the 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 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 Funding Date" means each date (including the Additional
Term C Initial Funding Date) that a Borrowing of Additional Term C Loans shall
occur, which Borrowing shall occur on a Business Day occurring on or after the
Amendment Effective Date but prior to the Additional Term C Loan Commitment
Termination Date.

      "Additional Term C Initial Funding Date" means the date of the initial
Borrowing of Additional Term C Loans, which Borrowing shall occur on a Business
Day occurring on or after the Amendment Effective Date but prior to the
Additional Term C Loan Commitment Termination Date.

      "Additional Term C Lender" means each Lender that has an Additional Term C
Loan Commitment or has made Additional Term C Loans.

      "Additional Term C Loan Commitment Acceptance" means an Additional Term C
Loan Commitment Acceptance executed and delivered by an Additional Term C Lender
pursuant to the terms of this Agreement, substantially in the form of Exhibit
M-3 hereto.

      "Additional Term C Loans" is defined in clause (a) of Section 2.1.1.

      "Additional Term C Loan Commitment" is defined in clause (a) of Section
2.1.1.


                                      -3-
<PAGE>

      "Additional Term C Loan Commitment Amount" means on the Amendment
Effective Date, $10,000,000, as such amount may be increased so long as the
aggregate amount of additional Term C loans made hereunder does not exceed
$30,000,000.

      "Additional Term C Loan Commitment Termination Date" means the earliest of

            (a) September 30, 2001; and

            (b) the date on which any Commitment Termination Event occurs.

      "Additional Term C Note" means a promissory note of the Borrower payable
to the order of any Lender, in the form of Exhibit A-8 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.

      "Adjusted Percentage" is defined in clause (b) of Section 2.2.3.

      "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.

      "Affiliate Guarantors" is defined in the preamble.

      "Affiliate Security Agreement" means the Affiliate Security Agreement,
executed and delivered by each Affiliate Guarantor pursuant to Section 7.1.15,
substantially in the form of Exhibit F-4 hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.


                                      -4-
<PAGE>

      "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 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,
2000, among the Borrower, the Parent Guarantors, the Lenders party thereto, the
Documentation Agent and the Agents.

      "Applicable Commitment Fee" means, 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 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


                                      -5-
<PAGE>

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 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), 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 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";

             (e) each 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 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%
</TABLE>


                                      -6-
<PAGE>

<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>
< =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 all 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 all Loans 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 delivers to the Administrative Agent an
      appropriately completed Compliance Certificate shall conclusively equal
      the highest Applicable Margin for all Loans of the same type set forth
      above.

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

      "Asset Purchase Agreement" means the Asset Purchase Agreement, dated
August 4, 1998, among the Borrower (as successor to Holdings thereunder by an
assignment dated as of September 10, 1998 between Holdings and the Borrower) and
the Sellers.

      "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


                                      -7-
<PAGE>

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 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 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.


                                      -8-
<PAGE>

      "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
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


                                      -9-
<PAGE>

      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; 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.

      "Cash Management Documents" means (a) the Deposit Account Agreement, dated
as of October 7, 1999, between Duane Reade International and the Administrative
Agent and (b) the Deposit Account Agreement, dated as of July 14, 1999, between
the Borrower and the Administrative Agent, in each case, as amended,
supplemented, amended and restated or otherwise modified from time to time.

      "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower, any Designated 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
Designated 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.


                                      -10-
<PAGE>

      "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 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 66 2/3% 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.


                                      -11-
<PAGE>

      "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" means Connrak Distributors, Inc., a Delaware corporation.

      "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 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.


                                      -12-
<PAGE>

      "Credit Lyonnais" is defined in the preamble.

      "Daboco" means Daboco Inc., a New York corporation, a former Wholly-owned
Subsidiary of Holdings and general partner of the Borrower, which merged with
and into Holdings, with Holdings being the surviving corporation of such merger.

      "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.

      "Designated Guarantor Guaranty" means the Obligations of the Designated
Guarantors under Article IX.

      "Designated Guarantors" is defined in the preamble.

      "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 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.


                                      -13-
<PAGE>

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

      "DRI I" is defined in the preamble.

      "Duane Reade IP" is defined in the preamble.

      "Duane Reade Realty" 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 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.

      "Eligible Leases" means, leases for which (i) no consent or approval of
any kind is required for transfer or (ii) any and all consents or approvals
required for transfer have been obtained.


                                      -14-
<PAGE>

      "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;

      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


                                      -15-
<PAGE>

            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 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,
the September 1998 Term C Loans and the March 1999 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


                                      -16-
<PAGE>

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.

      "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 (g)
            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

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


                                      -17-
<PAGE>

      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 (g)
            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, (b)
which conducts the major portion of its business outside of the United States
and (c) all or substantially all of the property and assets of which are located
outside of the United States.

      "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 Designated Guarantor
Guaranty and/or the Subsidiary Guaranty.

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

      "Hazardous Material" means

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

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


                                      -18-
<PAGE>

            (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" means Holdings' 15% Senior Subordinated Zero
Coupon Notes due 2004, which notes had an Accreted Value of approximately
$100,100,000 when they were defeased and redeemed in connection with the
consummation of the Original Transaction (as defined in the Existing Credit
Agreement).

      "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, (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


                                      -19-
<PAGE>

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.

      "Increase" means an increase in the Revolving Loan Commitment Amount.

      "Increase Amount" is defined in clause (a) of Section 2.2.3.

      "Increase Consent Date" is defined in clause (b) of Section 2.2.3.

      "Increase Date" means any date on which an Increase occurs.

      "Increase Request" means an Increase Request, substantially in the form of
Exhibit M-1 hereto, duly executed and delivered by an Authorized Officer of the
Borrower pursuant to the terms of this Agreement.

      "Increasing Lender" is defined in clause (b) of Section 2.2.3.

      "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


                                      -20-
<PAGE>

      (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.

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


                                      -21-
<PAGE>

      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;

            (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.

      "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.


                                      -22-
<PAGE>

      "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.

      "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.


                                      -23-
<PAGE>

      "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:

                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 Cash Management
Document, each Borrowing


                                      -24-
<PAGE>

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.

      "March 1999 Closing Date" means March 17, 1999, the date the Borrowings of
March 1999 Term C Loans were made under the Existing Credit Agreement.

      "March 1999 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 March 1999 Term C Loans hereunder
pursuant to Section 2.3.3.

      "March 1999 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 March
1999 Term C Loans, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.

      "Material Adverse Effect" means (a) a material adverse effect on 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, (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 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.


                                      -25-
<PAGE>

      "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 Designated 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 Designated
      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.

      "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of the Borrower, any Designated 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 Designated
      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 Designated 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 Designated Guarantor or any of
      their respective Subsidiaries to retire Indebtedness (other than the
      Credit Extensions) of the Borrower, such Designated Guarantor or such
      Subsidiary where payment of such Indebtedness is required in connection
      with such sale, transfer or other disposition;


                                      -26-
<PAGE>

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 Designated 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 Designated
Guarantor or such Subsidiary), the excess of:

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

over

            (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
Rock Bottom Acquisition.

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

      "New Revolving Lender" is defined in clause (c) of Section 2.2.3.

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

      "Non-Increasing Lender" is defined in clause (b) of Section 2.2.3.

      "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.


                                      -27-
<PAGE>

      "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.

      "Paid Visit" is defined in Section 7.1.5.

      "Parent Guarantors" is defined in the preamble.

      "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 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, March 1999 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 or pursuant to the operation of Sections 2.1.1 or 2.2.3. 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


                                      -28-
<PAGE>

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.

      "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.

      "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


                                      -29-
<PAGE>

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 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


                                      -30-
<PAGE>

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.

      "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 Acceptance" means the Revolving Loan Commitment
Acceptance executed and delivered by a New Revolving Lender pursuant to the
terms of this Agreement, substantially in the form of Exhibit M-2 hereto.

      "Revolving Loan Commitment Amount" means, on any date on or subsequent to
the Amendment Effective Date, an amount equal to $55,000,000, as such amount may
be reduced or


                                      -31-
<PAGE>

increased from time to time pursuant to Section 2.2; provided, however, that the
Revolving Loan Commitment Amount shall not exceed an amount equal to
$60,000,000.

      "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" means Rock Bottom Stores, Inc., a Delaware corporation.

      "Rock Bottom Acquisition" means the acquisition by the Borrower of
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 pursuant
to the Asset Purchase Agreement.

      "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.

      "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.


                                      -32-
<PAGE>

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

      "Sellers" means, collectively, Connrak and Rock Bottom.

      "Senior Notes" means the Borrower's 12% Senior Notes due September 15,
2002, Series B, which Senior Notes were defeased and redeemed in connection with
the consummation of the Original Transaction (as defined in the Existing Credit
Agreement).

      "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" means the 9 1/4% Senior Subordinated Notes due
2008 issued by Holdings for gross cash proceeds of $80,000,000.

      "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" means the Credit Agreement, dated as of
September 30, 1997, among the Borrower, Holdings, Daboco, DRI I, the lenders
parties thereto, DLJ, as the syndication agent, Fleet, as the administrative
agent, and Credit Lyonnais New York Branch, as the documentation agent.

      "September 1998 Amendment Agreement" means the Amendment Agreement, dated
as of September 11, 1998, among the Borrower, the Parent Guarantors, the
financial institutions party thereto, the Documentation Agent and the Agents.


                                      -33-
<PAGE>

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

      "September 1998 Credit Agreement" means the Credit Agreement, dated as of
September 11, 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.

      "September 1998 Term C Loans" means the Additional Term C Loans (as
defined in the Existing Credit Agreement) held by the Lenders under the
September 1998 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.


                                      -34-
<PAGE>

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

      "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.


                                      -35-
<PAGE>

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

      "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-9 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 Additional Term C Loan.


                                      -36-
<PAGE>

      "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, a March 1999
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.

      "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 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.


                                      -37-
<PAGE>

      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.


                                      -38-
<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 Sections 2.1.4, 5.1 and 5.2)
and the Amendment Agreement, from and after the Amendment Effective Date (which
shall be a Business Day) until the Additional Term C Loan Commitment Termination
Date, each Additional Term C Lender shall make Additional Term C Loans to the
Borrower on an Additional Term C Funding Date in accordance with this Section.

            (a) 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").

            (b) Following the Amendment Effective Date, the Borrower may, on any
      Business Day no later than ten Business Days preceding the Additional Term
      C Loan Commitment Termination Date, request that Additional Term C Loan
      Commitments be solicited by providing an Increase Request to the
      Syndication Agent, which shall state that the Borrower is requesting
      Additional Term C Loan Commitments in a specific amount not exceeding an
      amount equal to the unused and uncommitted portion of the Additional Term
      C Loan Commitment Amount.


                                      -39-
<PAGE>

            (c) The Syndication Agent will use all reasonable commercial efforts
      to arrange a syndicate of other financial institutions identified by it in
      consultation with the Borrower that will provide the requested Additional
      Term C Loan Commitments.

            (d) Following the solicitation of potential Lenders, each Lender
      that makes an Additional Term C Loan Commitment, shall, by notice to the
      Borrower and the Agents given no later than two Business Days preceding
      such proposed Additional Term C Loan Funding Date, advise the Borrower and
      the Agents in writing of the amount, stated in Dollars, of such Additional
      Term C Loan Commitment to which such Additional Term C Lender is
      irrevocably willing to commit; provided, that the resulting Additional
      Term C Loan Commitment of each Additional Term C Lender shall be at least
      $1,000,000.

            (e) Each Additional Term C Lender shall, prior to making its
      Additional Term C Loans, execute and deliver an Additional Term C Loan
      Commitment Acceptance pursuant to which it undertakes an Additional Term C
      Loan Commitment hereunder (and such Additional Term C Lender shall
      thereupon become a "Lender" for all purposes of this Agreement) in the
      amount agreed to by such Additional Term C Lender.

            (f) It is the intent of the parties hereto that Additional Term C
      Loans shall be made as soon as possible following the making of any
      Additional Term C Loan Commitment, subject to the satisfaction of the
      conditions set forth in Section 5.1, and the Borrower, the Agents and each
      such Additional Term C Lender shall work together in coordinating the
      extension of Additional Term C Loans relating to such Additional Term C
      Loan Commitments on one or more proposed Additional Term C Funding Dates.

            (g) On each proposed Additional Term C Funding Date (which shall be
      a Business Day), each Additional Term C Lender that has made a commitment
      to the Borrower to fund Additional Term C Loans will make Additional Term
      C Loans to the Borrower equal to its Percentage of the aggregate amount of
      the Borrowing of Additional Term C Loans requested by the Borrower to be
      made on such Additional Term C Funding Date, and notwithstanding anything
      to the contrary herein, upon the making of any such Loans, the
      Administrative Agent shall (i) revise the Percentage of each Lender with
      respect to the Additional Term C Loans to be a percentage equal to (A) the
      aggregate amount of outstanding Additional Term C Loans held by such
      Lender divided by (B) the aggregate amount of all outstanding Additional
      Term C Loans multiplied by 100%, (ii) revise the amortization schedule for
      Term C Loans contained in clause (m) of Section 3.1.1, as such schedule
      may previously have been amended by this Section, by (A) increasing each
      amount set forth under the heading "Scheduled Principal Repayment"
      opposite the dates under the heading "Quarterly Payment Date" from and
      including the Second Quarterly Payment Date occurring subsequent to the
      Additional Term C Loan Funding Date through and including February 15,
      2005 by an amount equal to (1) 0.25% multiplied by (2) the aggregate
      principal amount of such Loans made on such Additional Term


                                      -40-
<PAGE>

      C Funding Date (the aggregate of such increases for such period
      hereinafter referred to as the "Aggregate Incremental Amortization
      Amount") and (B) increasing the amount set forth under the heading
      "Scheduled Principal Repayment" opposite the dates under the heading
      "Quarterly Payment Date" from and including May 15, 2005 through and
      including February 15, 2006 by an amount equal to (1) the excess of (x)
      the Aggregate Incremental Amortization Amount of such Loans made on such
      Additional Term C Funding Date less (y) the Aggregate Incremental
      Amortization Amount divided by (2) 4, and (iii) provide each Lender, the
      Borrower and the Syndication Agent with a copy of such revised Percentages
      and amortization schedule promptly following any such revisions thereto.
      Such revisions to such Percentages and amortization schedule shall be
      conclusive and binding on the parties hereto absent manifest error.

            (h) On each Additional Term C Funding Date, following the making of
      Additional Term C Loans, each Additional Term C Lender that has made
      Additional Term C Loans prior to such date shall be deemed to have
      irrevocably purchased and each Additional Term C Lender making Additional
      Term C Loans on such Additional Term C Funding Date shall be deemed to
      have irrevocably sold to each other Additional Term C Lender a
      participation interest in such Additional Term C Loans made on such
      Additional Term C Funding Date equal to such Additional Term C Lender's
      Percentage of Additional Term C Loans. The Additional Term C Lender making
      Additional Term C Loans on the Additional Term C Funding Date shall be
      deemed to have irrevocably purchased and each Additional Term C Lender
      that has made Additional Term C Loans prior to such Additional Term C
      Funding Date shall be deemed to have irrevocably sold to the Additional
      Term C Lender that made Additional Term C Loans on such Additional Term C
      Funding Date a participation interest in each Additional Term C Loan made
      prior to such Additional Term C Funding Date equal to such Additional Term
      C Lender's Percentage of Additional Term C Loans.

      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.

            (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


                                      -41-
<PAGE>

      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 on any Additional Term C Funding Date
      if

                  (i) the principal amount of such Additional Term C Loan would
            exceed the amount of such Lender's Additional Term C Loan Commitment
            with respect to the Additional Term C Loans to be made by it on such
            Additional Term C Funding Date in accordance with Section 2.1.1; or

                  (ii) after giving effect thereto, the aggregate original
            principal amount of all the Additional Term C Loans of all Lenders
            would exceed 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.


                                      -42-
<PAGE>

      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 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 or Increases of the Revolving Loan Commitment
Amount. The Commitment Amounts are subject to reductions or increases 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.


                                      -43-
<PAGE>

      SECTION 2.2.3. Increase in the Revolving Commitment Amount. (a) The
Borrower may, from time to time on any Business Day, request an increase in the
Revolving Loan Commitment Amount by delivering an Increase Request to the
Agents. Upon receipt of each such Increase Request, the Administrative Agent
shall promptly forward such Increase Request to each Lender with a Revolving
Loan Commitment, and each such existing Lender with a Revolving Loan Commitment
shall have the right (but not the obligation) to commit to all or a specified
portion of the proposed increase.

            (b) Each Lender, acting in its sole discretion, shall, by notice to
      the Agents given no later than the date (the "Increase Consent Date") that
      is five Business Days after the date that the Administrative Agent
      forwards such Increase Request to them, advise the Agents (x) whether or
      not such Lender agrees to the increase its Revolving Loan Commitment and
      (y) the principal amount, stated in Dollars, of the proposed increase to
      the Revolving Loan Commitment of such Lender (any existing Lender agreeing
      to any increase being called an "Increasing Lender"); provided, that each
      Lender that determines not to increase its Revolving Loan Commitment (a
      "Non-Increasing Lender") shall notify the Agents of such fact promptly
      after such determination (but in any event no later than the Increase
      Consent Date) and any Lender that does not advise the Agents on or before
      the Increase Consent Date shall be deemed to be a Non-Increasing Lender.
      The Syndication Agent shall promptly notify the Borrower of the names of
      the Increasing Lenders and the Non-Increasing Lenders and the amount of
      each Increasing Lender's proposed increase upon receipt of each notice
      from such Lender. The election of any Lender to agree to such increases
      (as each proposed increase may be decreased during the allocation process
      set forth in clause (d) below) shall be irrevocable but shall not obligate
      any other Lender to so agree.

            (c) If the aggregate amount of the proposed increase in the
      Revolving Loan Commitments of the then existing Lenders pursuant to clause
      (b) above is less than the aggregate increase in Revolving Loan
      Commitments requested by the Borrower, then the proposed increase may be
      offered to prospective Lenders (and existing Lenders may still consider
      the offer). Each such prospective Lender (each, a "New Revolving Lender"),
      shall, by notice to the Borrower and the Agents given no later than five
      Business Days after the Increase Consent Date, advise the Borrower and the
      Agents of the amount, stated in Dollars, of the Revolving Loan Commitments
      to which such New Revolving Lender is willing to commit.

            (d) The Syndication Agent and the Borrower shall allocate the
      increased Revolving Loan Commitments among the Increasing Lenders and the
      New Revolving Lenders (if any) as they may agree; provided that the
      resulting Revolving Loan Commitment of each New Revolving Lender shall be
      at least $1,000,000 and provided, further that any Lender that does not
      advise the Agents on or before the Increase Consent Date shall be deemed
      to be a Non-Increasing Lender. Following such allocation the Syndication
      Agent shall promptly notify the Administrative Agent who shall in turn
      promptly notify each then existing Lender and each New Revolving Lender of
      the increased Revolving Loan Commitments, confirming the effective date


                                      -44-
<PAGE>

      thereof and the aggregate amount of Revolving Loan Commitments after
      giving effect to such increase, (y) each then existing Lender of the
      amount of the increase (if any) in its Revolving Loan Commitment and (z)
      each New Revolving Lender of its new Revolving Loan Commitment; and on
      such Increase Date, each Increasing Lender's Revolving Loan Commitment
      shall automatically, without any other action by any Person, be increased
      by such additional amount.

            (e) Each New Revolving Lender shall, following the Increase Consent
      Date but prior to the Increase Date, execute and deliver a Revolving Loan
      Commitment Acceptance pursuant to which it undertakes a Revolving Loan
      Commitment hereunder (and such New Revolving Lender shall thereupon become
      a "Lender" for all purposes of this Agreement) in the amount agreed to by
      such New Revolving Lender.

            (f) Each Lender by delivering an election to increase its Revolving
      Loan Commitment and each New Revolving Lender by delivering a Revolving
      Loan Commitment Acceptance, as the case may be, hereby agrees to and
      confirms its obligations set forth in Section 2.6 based on such Lender's
      or New Revolving Lender's revised Revolving Loan Commitments as then in
      effect on the Increase Date.

            (g) Notwithstanding the foregoing, any increase in the aggregate
      Revolving Loan Commitments hereunder pursuant to this Section 2.2.3 shall
      not be effective unless:

                  (i) if any Revolving Loans are outstanding hereunder on the
            Increase Date, the principal amount of all such Revolving Loans
            shall on or prior to such date be repaid, together with accrued
            interest thereon and any costs incurred by any existing Lender in
            accordance with Section 4.4 (but all such Revolving Loans may, on
            the terms and conditions hereof, be reborrowed on the Increase Date
            pro rata among all of the Lenders (including the New Revolving
            Lenders) based on their revised Revolving Loan Commitments as then
            in effect on such date) and the Administrative Agent may, in its
            sole discretion, net out the differences prior to the Increase and
            following the Increase based on each Lender's Percentage of the
            Revolving Loan Commitment Amount;

                  (ii) the Borrower shall have given the Syndication Agent the
            Increase Request no more than 20 Business Days prior to any such
            Increase Date;

                  (iii) the Borrower has complied with Section 5.1;

                  (iv) concurrently with the increase in the Revolving Loan
            Commitment, the Administrative Agent shall recalculate each Lender's
            Revolving Loan Commitment Percentage by reducing each Non-Increasing
            Lender's Revolving Loan Percentage, increasing each Increasing
            Lender's Revolving Loan Percentage and establishing a


                                      -45-
<PAGE>

            Revolving Loan Percentage for each New Revolving Lender, as
            applicable and as appropriate; and

                  (v) there shall have been no voluntary reduction of the
            Revolving Loan Commitment Amount pursuant to Section 2.2.1.

            (h) The aggregate amount of increases to the Revolving Loan
      Commitment Amount pursuant to this Section 2.2.3 may not exceed
      $5,000,000, and the amount of each individual increase in the Revolving
      Loan Commitment Amount pursuant to this Section 2.2.3 shall at least equal
      to $1,000,000 or any larger integral multiple of $1,000,000.

      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.

      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


                                      -46-
<PAGE>

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 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


                                      -47-
<PAGE>

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, 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. Loans Made Prior to the Date Hereof. As of the Amendment
Effective Date, the Existing Term A Loans, the Existing Term B Loans, the August
1998 Term C Loans, the September 1998 Term C Loans and the March 1999 Term C
Loans shall continue to remain outstanding hereunder as Term A Loans, Term B
Loans, August 1998 Term C Loans, September 1998 Term C Loans and March 1999 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


                                      -48-
<PAGE>

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; 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")


                                      -49-
<PAGE>

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 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


                                      -50-
<PAGE>

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 (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


                                      -51-
<PAGE>

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 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:


                                      -52-
<PAGE>

      (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 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


                                      -53-
<PAGE>

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

                  (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


                                      -54-
<PAGE>

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 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


                                      -55-
<PAGE>

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

            (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 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


                                      -56-
<PAGE>

      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 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.


                                      -57-
<PAGE>

                                   ARTICLE III

                   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


                                      -58-
<PAGE>

                        (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 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 Designated 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 Designated 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 Designated
      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 Designated
      Guarantor's or such Subsidiary's good faith intention to apply such
      Casualty Proceeds to the rebuilding or replacement of the damaged,
      destroyed or


                                      -59-
<PAGE>

      condemned assets or property and the Borrower, such Designated 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, 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 Designated 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 Designated 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 Designated
      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 Designated
      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 with any other long-term assets or property
      that are used or useful in the permitted business activities of the
      Borrower and its Subsidiaries and the Borrower, such Designated 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 Designated Guarantor or such Subsidiary, as the case may be, or (ii)
      if


                                      -60-
<PAGE>

      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 Designated Guarantor or such Subsidiary, as 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, 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):


                                      -61-
<PAGE>

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

                 May 15, 2000 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 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
                       ------                         -------------------

              February 15, 2000 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, 2000 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 March 1999 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):


                                      -62-
<PAGE>

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

                 May 15, 2000 through
                  February 15, 2005                       $62,500

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

            (m) shall on each Quarterly Payment Date occurring during any period
      set forth below, make a scheduled repayment of the aggregate 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 or
      increased pursuant to clause (e) of Section 2.1.1):

                                                       Scheduled
                         Period                   Principal Repayment
                  May 15, 2000 through
                   February 15, 2005                     $25,000

                  May 15, 2005 through
                   February 15, 2006                  $2,350,000;

            (n) 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).

      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.


                                      -63-
<PAGE>

      (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 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


                                      -64-
<PAGE>

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.

      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


                                      -65-
<PAGE>

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.

                                   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


                                      -66-
<PAGE>

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
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


                                      -67-
<PAGE>

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 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.


                                      -68-
<PAGE>

      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.

      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


                                      -69-
<PAGE>

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 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


                                      -70-
<PAGE>

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 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. Conditions Precedent to Increase and Certain Credit
Extensions. The obligation of each Lender and the Agents to increase the
Revolving Loan Commitment Amount or Additional Term C Loan Commitment Amount and
make Credit Extensions in connection therewith, shall be subject to the
satisfaction of each of the conditions precedent set forth in this Section 5.1.


                                      -71-
<PAGE>

            (a) No Default shall have occurred and be continuing as of the date
      that the Increase Request is delivered to the Agents, on the Increase Date
      or the relevant Additional Term C Funding Date, as the case may be.

            (b) The Agents shall have received, from the Borrower and each
      Designated Guarantor, a certificate, dated the Increase Date or such
      Additional Term C Funding Date, as applicable, of its Secretary, Assistant
      Secretary or general partners, as applicable, (i) stating that there has
      been no amendments to any Obligor's Organic Documents (or, if there has
      been an amendment it will be attached thereto and such amendment shall not
      have a Material Adverse Effect) and (ii) as to resolutions of its Board of
      Directors or all partnership action, as applicable, then in full force and
      effect authorizing the Increase or Borrowings of such Additional Term C
      Loans.

            (c) The Borrower shall have delivered Notes to any Lender requesting
      a Note in connection with an Increase or a Borrowing of Additional Term C
      Loans, as the case may be.

            (d) The Administrative Agent shall have received, for the account of
      each applicable Lender any fees to be paid in connection with such
      Increase or such Borrowing of Additional Term C Loans, as the case may be.

      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 Designated 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 Designated Guarantor, threatened against the
            Borrower, any Designated Guarantor or any of their respective
            Subsidiaries which could reasonably be expected to have a Material
            Adverse Effect or which purports to


                                      -72-
<PAGE>

            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

            (c) no Default shall have then occurred and be continuing, and
      neither the Borrower, any Designated 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 Designated 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 Designated
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.


                                      -73-
<PAGE>

      SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each of the Borrower, each Designated 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 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 Designated 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 Designated 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 Designated 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. The financial statements of Holdings
and its Subsidiaries furnished to the Administrative Agent and to the Lenders
pursuant to Section 7.1.1 have been prepared in accordance with GAAP
consistently applied and presents fairly the consolidated financial condition of
the Persons covered thereby as at the date thereof and the results of their
operations for the periods then ended, and each of those financial statements
has been prepared in accordance with GAAP consistently applied 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.


                                      -74-
<PAGE>

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


                                      -75-
<PAGE>

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
("Environmental Matters") of the Disclosure Schedule:

            (a) all facilities and property (including underlying groundwater)
      owned or leased by the Borrower, any Designated Guarantor or any of their
      respective Subsidiaries have been, and continue to be, owned or leased by
      the Borrower, such Designated 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 Designated Guarantor's knowledge
      after due inquiry, threatened

                  (i) claims, complaints, notices or requests for information
            received by the Borrower, any Designated 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
            Designated 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
      Designated 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 Designated 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 Designated Guarantor or any of their respective Subsidiaries is listed
      or, to the best of each of the Borrower's and each Designated 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,


                                      -76-
<PAGE>

      any Designated 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 Designated Guarantor nor any of their
      respective 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
      Designated 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 Designated 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 Designated 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 Designated
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 Designated Guarantor and their respective Subsidiaries heretofore or
contemporaneously furnished by or on behalf of the Borrower, any Designated
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 Designated 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


                                      -77-
<PAGE>

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
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 Designated
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 Designated
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 Designated 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 Designated 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


                                      -78-
<PAGE>

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 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 believes that 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) could not
reasonably be expected to have a Material Adverse Effect.


                                      -79-
<PAGE>

                                   ARTICLE VII

                                    COVENANTS

      SECTION 7.1. Affirmative Covenants. Each of the Borrower and each
Designated 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 Designated 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


                                      -80-
<PAGE>

      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;

            (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 Designated 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


                                      -81-
<PAGE>

      which, in the case of (i) or (ii), could reasonably be expected to result
      in a 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 Designated 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 Designated 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
Designated 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.


                                      -82-
<PAGE>

      SECTION 7.1.3. Maintenance of Properties. Each of the Borrower and each
Designated Guarantor will, and will cause each of their respective Subsidiaries
to, maintain, preserve, protect 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 Designated
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 Designated Guarantor and each
of their respective Subsidiaries in accordance with this Section. Without
limiting the foregoing, each of the Borrower and each Designated 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
      Designated 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 Designated 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.


                                      -83-
<PAGE>

      SECTION 7.1.5. Books and Records. Each of the Borrower and each Designated
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 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 Designated Guarantor hereby
authorizes, and will cause each of their respective Subsidiaries to authorize,
such independent public accountant to discuss the Borrower's, such Designated
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 Designated Guarantor or such Subsidiary is present, so long as the
Borrower, such Designated 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
Designated 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
Designated 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


                                      -84-
<PAGE>

            (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 (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.


                                      -85-
<PAGE>

      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 any lease entered into in
connection with a Sale and Leaseback Transaction), each of the Borrower and each
Designated 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 Designated
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 Designated 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 Designated 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).


                                      -86-
<PAGE>

      SECTION 7.1.9. Use of Proceeds, etc. The Borrower shall, and Holdings
shall cause the Borrower to

            (a) apply the proceeds of the Additional Term C Loans, the Revolving
      Loans and the Swing Line Loans, for the general corporate purposes of (i)
      the Borrower and its Subsidiaries, including working capital needs and
      financing for store expansions and acquisitions and (ii) the Designated
      Guarantors, 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 Designated
Guarantor will satisfy customary corporate formalities, including the
maintenance of corporate records. Each Designated 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 Designated Guarantor shall be commingled with any bank
account of any other Obligor. Any financial statements distributed to any
creditors of any Designated Guarantor shall, to the extent permitted by GAAP,
clearly establish the corporate separateness of such Designated Guarantor from
each other Obligor. Finally, each Designated Guarantor shall not take any
action, or conduct its affairs in a manner, which is likely to result in the
corporate existence of such Designated 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
Designated 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 Designated 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 Designated Guarantor or such Subsidiary, if
the Agents, after an Event of Default has occurred, so requests, shall be
collected, enforced and received by such Designated 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 Designated Guarantor or such Subsidiary hereunder or under each other Loan
Document to which it is a party. Prior to the transfer by any Designated
Guarantor or any their respective Subsidiaries (other than the Borrower) of any
note or negotiable instrument evidencing any indebtedness of the Borrower to
such Designated Guarantor or


                                      -87-
<PAGE>

such Subsidiary, such Designated Guarantor or such Subsidiary shall mark such
note or negotiable instrument with a legend that the same is subject to this
subordination.

      SECTION 7.2. Negative Covenants. Each of the Borrower and each Designated
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 Designated 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 Designated Guarantor will engage in any business activity
      other than

            (i) (A) in the case of Holdings, (1) its continuing ownership of the
      99% general partnership interest in the Borrower, all the shares of
      Capital Stock of DRI I and 99% of all of the shares of Capital Stock of
      each of Duane Reade IP and Duane Reade Realty and (2) guaranteeing the
      obligations of Duane Reade Realty under leases relating to realty that is
      subleased to the Borrower, (B) in the case of DRI I, (1) its continuing
      ownership of the 1% general partnership interest in the Borrower and 1% of
      all of the shares of Capital Stock of each of Duane Reade IP and Duane
      Reade Realty and (2) guaranteeing the obligations of Duane Reade Realty
      under leases relating to realty that is subleased to the Borrower, (C) in
      the case of Duane Reade IP, its continuing ownership of the Intellectual
      Property Collateral (as defined in the Affiliate Security Agreement) in
      which it has an interest and the licensing thereof to the Borrower and
      such other activities directly related thereto (including the filing of
      applications and registrations relating to all Trademark Collateral (as
      defined in the Affiliate Security Agreement) in which it has an interest)
      and (D) in the case of Duane Reade Realty, its entering into leases and
      acquiring realty that is concurrently subleased to the Borrower and such
      other activities directly related thereto, 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
      Designated 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.


                                      -88-
<PAGE>

      SECTION 7.2.2. Indebtedness. Each of the Borrower and each Designated
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) Indebtedness owing to the Administrative Agent pursuant to the
      Cash Management Documents in an aggregate principal amount not to exceed
      [$10,000,000];

            (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 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;


                                      -89-
<PAGE>

            (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;

            (m) Indebtedness of (i) Duane Reade Realty consisting of lease
      obligations in respect of leases relating to realty that is subleased to
      the Borrower and (ii) the Parent Guarantors' and the Borrower consisting
      of guarantees in respect of such Indebtedness of Duane Reade Realty; and

            (n) other unsecured Indebtedness of the Borrower and its
      Subsidiaries in an aggregate amount at any time outstanding not to exceed
      $7,500,000;

provided, however, that (i) no Indebtedness otherwise permitted by clause (e) or
(n) 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 (n) 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 Designated 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;


                                      -90-
<PAGE>

            (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;

            (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.


                                      -91-
<PAGE>

      SECTION 7.2.4. Financial Covenants. (a) Net Worth. Each of the Borrower
and each Designated 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 Designated
      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 2000
            Fiscal Year                                 4.20:1

            second Fiscal Quarter of the
            2000 Fiscal Year                            4.00:1

            third Fiscal Quarter of the
            2000 Fiscal Year                            3.90:1

            fourth Fiscal Quarter of the
            2000 Fiscal Year                            3.25:1

            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
      Designated 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 2000
            Fiscal Year through the third
            Fiscal Quarter of the 2000 Fiscal
            Year                                        2.75:1


                                      -92-
<PAGE>

                      Period                    Interest Coverage Ratio
                      ------                    -----------------------

            fourth Fiscal Quarter of the 2000
            Fiscal Year and each Fiscal
            Quarter thereafter                           3.00:1

            (d) Fixed Charge Coverage Ratio. Each of the Borrower and each
      Designated 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 2000
            Fiscal Year and each Fiscal
            Quarter thereafter                          1.10:1

      SECTION 7.2.5. Investments. Each of the Borrower and each Designated
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:

            (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 Designated 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;


                                      -93-
<PAGE>

            (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;

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.


                                      -94-
<PAGE>

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

            (a) each of the Borrower and each Designated 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 Designated 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 Designated 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
      Designated 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 Designated Guarantor;

            (b) each of the Borrower and each Designated 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 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, (i) 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 and (ii) each Affiliate
      Guarantor 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 Holdings, in each case to the extent
      necessary to enable Holdings to pay interest on the Senior Subordinated
      Notes, so long as (A) no Default or Event of Default exists or would
      result therefrom and (B) 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
      may from time to time and at any time distribute to the Parent Guarantors
      (subject to the security interest granted


                                      -95-
<PAGE>

      by the Borrower to the Administrative Agent for the benefit of the Secured
      Parties) all of the Borrower's

                  (i) Intellectual Property Collateral (as defined in the
            Borrower Security Agreement) so long as the Parent Guarantors
            concurrently transfer such Intellectual Property Collateral to Duane
            Reade IP and, to the extent they have not previously done so, Duane
            Reade IP and the Borrower enter into a royalty and license agreement
            (in form and substance reasonably satisfactory to the Agents)
            pursuant to which Duane Reade IP will permit the Borrower to use all
            Intellectual Property Collateral so transferred in consideration for
            the payment of a royalty to Duane Reade IP; and

                  (ii) rights under all or a portion of the Eligible Leases to
            which the Borrower is a party so long as the Parent Guarantors
            concurrently transfer such rights to Duane Reade Realty and, to the
            extent they have not previously done so, Duane Reade Realty and the
            Borrower enter into corresponding sublease agreements (in form and
            substance reasonably satisfactory to the Agents) pursuant to which
            Duane Reade Realty will sublease to the Borrower the realty that is
            the subject of such Eligible Leases in consideration for lease
            payments to Duane Reade Realty,

            in each case, so long as no Default or Event of default shall have
            occurred and be continuing;

            (e) notwithstanding the provisions of clause (a) above, (i) 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) and (ii) each Affiliate
      Guarantor 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

                        (A) 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 and the
                  Affiliate Guarantors pursuant to this subclause (e)(i)(A) in
                  any Fiscal Year shall not exceed $2,000,000; and

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

            (f) notwithstanding the provisions of clause (a) above, (i) each
      Affiliate Guarantor shall be permitted to make Restricted Payments to the
      Parent Guarantors so long as the Parent


                                      -96-
<PAGE>

      Guarantors concurrently transfer such Restricted Payments to the Borrower
      as a capital contribution; and

            (g) 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, (A) the Borrower shall be permitted to make
      Restricted Payments to Holdings and to DRI I (which shall in turn utilize
      all of any such Restricted Payment to make Restricted Payments to
      Holdings) and (B) each Affiliate Guarantor shall be permitted to make
      Restricted 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
Designated 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 (a) Capital Expenditures of the Borrower and its Subsidiaries which do
not aggregate in excess of $30,000,000 in the 1998 Fiscal Year and $30,000,000
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


                                      -97-
<PAGE>

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 March 1999 Closing Date and (b) Capital Expenditures made
with Net Disposition Proceeds reinvested in accordance with clause (f) of
Section 3.1.1.

      SECTION 7.2.8. Consolidation, Merger, etc. Each of the Borrower and each
Designated 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 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
Designated 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:


                                      -98-
<PAGE>

            (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 clause (d) of Section 7.2.6 or 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 Designated 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, 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
Designated 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
Designated 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 Designated 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


                                      -99-
<PAGE>

contract is fair and equitable to the Borrower, such Designated 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
Designated Guarantor or such Subsidiary with a Person which is not one of its
Affiliates; provided, however that (i) the Borrower may make (A) royalty
payments to Duane Reade IP at or less than fair market value under the royalty
and license agreement referred to in clause (d)(i) of Section 7.2.6 and (B)
sublease payments to Duane Reade Realty at or less than fair market value under
the sublease agreements that are referred to in clause (d)(ii) of Section 7.2.6
and (ii) the Borrower, the Designated 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 Designated 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
      Designated Guarantor or any other Obligor to amend or otherwise modify
      this 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
Designated 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
Designated 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 Duane Reade Realty, the Borrower or any of its Subsidiaries of real
or personal property which has been or is to be sold or transferred by Duane
Reade Realty, 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


                                     -100-
<PAGE>

Duane Reade Realty, the Borrower or any of its Subsidiaries (a "Sale and
Leaseback Transaction"); provided, however, that Duane Reade Realty, 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) Duane Reade Realty, 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 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 Designated 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


                                     -101-
<PAGE>

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 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;


                                     -102-
<PAGE>

            (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 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.


                                     -103-
<PAGE>

      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 Designated Guarantor hereby jointly and
severally, absolutely, unconditionally and irrevocably

            (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
      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;

provided, however, that (i) DRI I, with respect to its guaranty of the
Obligations of Holdings, and (ii) each Affiliate Guarantor shall be liable under
the guaranty set forth in this Article IX for the maximum amount of such
liability that can be incurred without rending such guaranty, as it relates to
such Designated Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount. The guaranty
set forth in this Article IX constitutes a guaranty of payment when due and not
of collection, and each Designated Guarantor specifically agrees that it shall
not be necessary or required that any Secured Party or any holder of any Note
exercise any right,


                                     -104-
<PAGE>

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 Designated Guarantor under the guaranty set forth in this
Article IX.

      SECTION 9.2. Acceleration of Parent Guaranty. Each Designated 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 Designated 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 Designated 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 Designated 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 Designated
Guarantor guarantees that the Obligations of the Borrower and each other Obligor
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 Designated Guarantor under the guaranty set forth
in this Article IX shall be absolute, unconditional and irrevocable irrespective
of:

            (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 Designated 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 Designated Guarantor) of, or collateral
            securing, any Obligations of the Borrower or any other Obligor;


                                     -105-
<PAGE>

            (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 the each Designated 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
      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 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 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 surety or any guarantor.

      SECTION 9.4. Reinstatement, etc. Each Designated 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 any other Obligor or otherwise, all as though
such payment had not been made.

      SECTION 9.5. Waiver, etc. Each Designated 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 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 or any other Obligor.

      SECTION 9.6. Postponement of Subrogation, etc. Each Designated 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


                                     -106-
<PAGE>

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 Designated 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 Designated 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 or expired
      and all Commitments have been permanently terminated,

each Secured Party and each holder of a Note agrees that, at any Designated
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
Designated Guarantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
such Designated Guarantor of an interest in the Obligations of the Borrower or
such other Obligor, as the case may be, resulting from such payment by such
Designated Guarantor. In furtherance of the foregoing, for so long as any
Obligations or Commitments remain outstanding, each Designated Guarantor shall
refrain from taking any action or commencing any proceeding against each of the
Borrower and each other Obligor (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.

      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 Designated 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


                                     -107-
<PAGE>

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.

      SECTION 9.8. Right of Contribution. Each Designated Guarantor hereby
agrees that to the extent that a Designated Guarantor shall have paid more than
its proportionate share of any payment made under the guaranty set forth in this
Article IX to any Secured Party or any holder of a Note, such Designated
Guarantor shall be entitled to seek and receive contribution from and against
any other Designated Guarantor under such guaranty who has not paid its
proportionate share of such payment. Each Designated Guarantor's right of
contribution shall be subject to the terms and conditions of Section 9.6. The
provisions of this Section 9.8 shall in no respect limit the obligations and
liabilities of any Designated Guarantor to the Administrative Agent and each
other Secured Party for the full amount by such Designated Guarantor under such
guaranty.

                                    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 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


                                     -108-
<PAGE>

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 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


                                     -109-
<PAGE>

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.

      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


                                     -110-
<PAGE>

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 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


                                     -111-
<PAGE>

      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 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


                                     -112-
<PAGE>

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.

      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


                                     -113-
<PAGE>

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 Duane Reade Realty, 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 Duane
      Reade Realty's, the Borrower's or any of its Subsidiaries' compliance with
      or liability under Environmental Law or the Release by Duane Reade Realty,
      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 Duane Reade Realty, 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 Duane Reade Realty, 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, Duane Reade Realty, 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 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


                                     -114-
<PAGE>

any Environmental Laws, Duane Reade Realty's or the Borrower's obligation to
such Person under this indemnity shall likewise be without regard to fault on
the part of Duane Reade Realty or 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, Duane Reade Realty and 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
Designated 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. This Agreement shall become effective
pursuant to the terms of the Amendment 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 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,


                                     -115-
<PAGE>

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 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


                                     -116-
<PAGE>

      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 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


                                     -117-
<PAGE>

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) any
Lender that is a fund that invests in bank loans may pledge all or any portion
of its rights (but not its obligations to make Loans or participate in Letters
of Credit or Letter of Credit Outstandings) hereunder to any trustee or any
other representative of holders of obligations owed or securities issued by such
fund as security for such obligations or securities, 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 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 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;


                                     -118-
<PAGE>

            (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 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


                                     -119-
<PAGE>

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 Affiliate thereof.

      SECTION 11.15. Forum Selection and Consent to Jurisdiction. 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 VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE DOCUMENTATION AGENT,
THE ARRANGER, THE LENDERS, THE ISSUER, THE BORROWER OR ANY DESIGNATED GUARANTOR
RELATING THERETO SHALL BE BROUGHT AND


                                     -120-
<PAGE>

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 DESIGNATED 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
DESIGNATED 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 DESIGNATED 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 DESIGNATED 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 DESIGNATED 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 DESIGNATED
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 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


                                     -121-
<PAGE>

AGENT, THE ARRANGER, THE LENDERS, THE BORROWER OR THE DESIGNATED GUARANTORS
RELATING THERETO. THE BORROWER AND THE DESIGNATED 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.


                                     -122-
<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:

                                    DESIGNATED GUARANTORS:


                                    DUANE READE INC.

                                    By__________________________________________
                                       Title:


                                    DRI I INC.

                                    By__________________________________________
                                       Title:


                                    DUANE READE INTERNATIONAL, INC.

                                    By__________________________________________
                                       Title:

<PAGE>


                                    DUANE READE REALTY, INC.

                                    By__________________________________________
                                       Title:

                                    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: