DEALER MANAGERS AGREEMENT

Exhibit 10.1

DEALER MANAGERS AGREEMENT

July 8, 2009

Goldman, Sachs & Co.

Banc of America Securities LLC

c/o Goldman, Sachs & Co.,

As Dealer Managers,

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

Duane Reade Inc., a Delaware corporation (the “Company”), and Duane Reade, a New York general partnership and subsidiary of the Company (“Duane Read GP” and, together with the Company, the “Issuers”), plan to (a) commence a tender offer for any and all of their outstanding Senior Secured Floating Rate Notes due 2010 (the “Floating Rate Notes”) and engage in a related solicitation of consents from holders of Floating Rate Notes to certain amendments to the indenture under which the Floating Rate Notes were issued (the “FRN Indenture”) (such tender offer and consent solicitation being collectively referred to herein as the “FRN Tender Offer”); and (b) commence a tender offer for any and all of their outstanding Senior Subordinated Notes due 2011 (“Senior Subordinated Notes” and, together with the Floating Rate Notes, the “Securities”) and engage in a related solicitation of consents from holders of the Senior Subordinated Notes to certain amendments to the indenture under which the Senior Subordinated Notes were issued (the “Sub Note Indenture” and, together with the FRN Indenture, the “Indentures”) (such tender offer and consent solicitation being collectively referred to herein as the “Senior Subordinated Tender Offer” and, together with the FRN Tender Offer, the “Tender Offers”), upon the terms and subject to the conditions set forth in the tender offer and consent solicitation material (the “Offer Material”) which the Company has caused to be prepared and furnished to you on or prior to the date hereof for use in connection with the Tender Offers, including (a) the offer to purchase and solicitation of consents dated the date hereof (the “Offer to Purchase”), (b) the letter of transmittal to be used by holders to tender Securities and grant consents pursuant to the Tender Offers (the “Letter of Transmittal”) and (c) the press release dated the date hereof relating to the Tender Offers. Any other offering materials and information relating to the Tender Offers that the Issuers or any of their affiliates may prepare or approve shall be called “Additional Material”.

The Issuers hereby appoint Goldman, Sachs & Co. (“GS”) and Banc of America Securities LLC (“BAS”) as dealer managers in connection with the Tender Offers (the “Dealer Managers”) and authorize each of GS and BAS to act on their behalf in accordance with this agreement and the terms of the Offer Material and Additional Material. The Issuers have prepared and approved the Offer Material and authorize the Dealer Managers and any other securities dealer or any commercial bank or trust company to use the Offer Material and Additional

Material in connection with the solicitation of tenders and consents. You agree to furnish no written material to holders of Securities in connection with the Tender Offers other than the Offer Material and Additional Material. It is understood that nothing in this agreement nor the nature of your services shall be deemed to create a fiduciary or agency relationship between you and the Issuers.

The Issuers shall cause to be delivered to each registered holder of any Securities, to each participant in The Depository Trust Company (“DTC”) appearing in the most recent available DTC securities position listing as a holder of Securities and to each Non Objecting Beneficial Owner (“NOBO”) appearing in the most recent available NOBO list as an owner of Securities (each such registered holder, participant or owner, a “Registered or Beneficial Owner”), as soon as practicable, copies of appropriate Offer Material and Additional Material. Thereafter, to the extent practicable until the expiration of the Tender Offers, the Issuers shall use their commercially reasonable efforts to cause copies of such material to be mailed to each person who becomes a Registered or Beneficial Owner of Securities.

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The Issuers jointly and severally represent and warrant to, and agree with, the Dealer Managers that:

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Your obligation to act as Dealer Managers hereunder shall at all times be subject, in your discretion, to the conditions that:

(y) The Dealer Managers shall have received opinions dated the date of payment for the Securities from special counsel to the Issuers with respect to certain matters of health care and labor law as the Dealer Managers shall reasonably request, such opinions to be in a form and substance reasonably satisfactory to the Dealer Managers.

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[Remainder of page intentionally left blank]

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Please sign and return to us a duplicate of this letter, whereupon it will become a binding agreement.

Annex I

The Issuers shall pay the Dealer Managers a fee equal to 0.50% of the aggregate principal amount of the Senior Subordinated Notes purchased by the Issuers in the Senior Subordinated Tender Offer. No separate fee shall be payable to the Dealer Managers in connection with the amount of Floating Rate Notes purchased by the Issuers in the FRN Tender Offer.

The Dealer Managers will be entitled to their full fees described in this Annex I if at any time prior to three months after the termination by the Issuers of this Agreement, the Issuers (or any of the Issuers’ affiliates) consummates an offer, offers or consent solicitation with respect to the Securities in a form similar to the Tender Offers in a transaction or series of transactions in which GS and BAS did not act as dealer managers or solicitation agents for the Issuers or the Issuers’ affiliates, as applicable.

Exhibit A

[Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP]

212 ###-###-####

212 ###-###-####

July [    ], 2009

Goldman, Sachs & Co.

Banc of America Securities LLC

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Duane Reade Inc. and Duane Reade

Ladies and Gentlemen:

We have acted as counsel to Duane Reade Inc., a Delaware corporation (the “Company”), and Duane Reade, a New York general partnership and a subsidiary of the Company (“Duane Reade” and, together with the Company, the “Issuers”), in connection with the Dealer Managers Agreement (the “Dealer Managers Agreement”), dated as of July [    ], 2009, among Goldman, Sachs & Co. and Banc of America Securities LLC (the “Dealer Managers”) and the Issuers, relating to the tender offers for cash for (a) any and all of the Issuers’

outstanding Senior Secured Floating Rate Notes due 2010 (the “Floating Rate Notes”) and the related consent solicitation (such tender offer and consent solicitation is referred to as the “FRN Tender Offer”) and (b) any and all of the Issuers’ outstanding Senior Subordinated Notes due 2011 (the “Senior Subordinated Notes” and, together with the FRN Notes, the “Securities”) and the related consent solicitation (such tender offer and consent solicitation is referred to as the “Senior Subordinated Notes Tender Offer” and, together with the FRN Tender Offer, the “Tender Offers”). The Tender Offers are being launched by the Issuers on July [    ], 2009 upon the terms and subject to the conditions set forth in the Offer to Purchase and Solicitation of Consents dated July [    ], 2009 (the “Offer to Purchase”), the form of letter of transmittal and the press release dated July [ ], 2009 relating to the Tender Offers (collectively with the Offer to Purchase, the “Offer Materials”). This opinion is being furnished to you at the request of the Issuers as contemplated by Section 6(c) of the Dealer Managers Agreement. Capitalized terms used and not otherwise defined in this opinion shall have the respective meanings given those terms in the Dealer Managers Agreement.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

1. the Offer Materials;

2. the Dealer Managers Agreement;

3. the Indenture, dated as of December 20, 2004 (the “FRN Indenture”), by and among the Issuers, the guarantors party thereto (“FRN Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”); and

4. the Indenture, dated as of July 30, 2004 (and as supplemented on July 30, 2004) (the “Subordinated Notes Indenture” and, together with the FRN Indenture, the “Indentures”), by and among the Issuers, the guarantors party thereto (“Subordinated Notes Guarantors”) and the Trustee.

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In addition, we have examined: (i) such corporate records of the Company and such partnership records of Duane Reade we have considered appropriate, including the certificate of incorporation, as amended, and by-laws of the Company, as amended, and the partnership agreement, as amended, of Duane Reade, certified by the Company or Duane Reade, as applicable, as in effect on the date of this opinion (collectively, the “Charter Documents”) and copies of resolutions of the board of directors of the Company and copies of the resolutions of the general partners of Duane Reade in each case relating to the Tender Offers and Supplemental Indentures (as defined in the Offer Materials), certified by the Company or Duane Reade, as applicable; and (ii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions and beliefs expressed below. We have also relied upon oral and written statements of officers and representatives of the Issuers, the factual matters contained in the representations and warranties of the Issuers and the Dealer Managers made in the Dealer Managers Agreement and upon certificates of public officials and officers of the Issuers.

In rendering the opinion set forth below, we have assumed, without independent investigation, (i) the enforceability of the Dealer Managers Agreement against the Dealer Managers, (ii) that when executed and delivered, the Supplemental Indentures will be on substantially the terms and conditions described in the Offer Materials, (iii) the Issuers and the Dealer Managers will conduct the Tender Offers in the manner described in the Offer Materials and the Dealer Managers Agreement, (iv) the Indentures will be amended to effect the Proposed Amendments and the Proposed Amendments will become operative as set forth in the Offer Materials concurrently with the consummation of the Tender Offers, (v) all validly tendered Securities will be

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accepted for purchase pursuant to the Tender Offers concurrently with the consummation of the Tender Offers, (vi) the genuineness of all signatures, (vii) the authenticity of all documents submitted to us as originals, (viii) the conformity to originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid and existing agreements or other documents, (ix) the authenticity of all the latter documents, (x) the legal capacity of all individuals who have executed any of the documents reviewed by us, and (xi) that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

Whenever we indicate that our opinion is based upon our knowledge or words of similar import, our opinion is based solely on the actual knowledge of the attorneys in this firm who are representing the Issuers in connection with the Dealer Managers Agreement and without any independent verification.

Based upon the above, and subject to the stated assumptions, exceptions and qualifications set forth in this letter, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. Duane Reade is a general partnership in good standing under the laws of the State of New York.

2. The Company has all necessary corporate, and Duane Reade has all necessary general partnership, power and authority to execute, deliver and perform their respective obligations under the Dealer Managers Agreement.

3. The Dealer Managers Agreement has been duly authorized, executed and delivered by the Issuers.

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4. The making (but not the consummation) of the Tender Offers and the execution, delivery or performance by the Issuers of the Dealer Managers Agreement do not and will not (i) result in a violation of the Charter Documents, (ii) breach or result in a default under any agreement, indenture or instrument to which either of the Issuers is a party or is bound or to which any of the properties or assets of the Issuers is subject, each as in effect after the completion of the Tender Offers, that is filed as an exhibit to Duane Reade Holdings, Inc. Annual Report on Form 10-K for the year ended December 27, 2008, filed on March 25, 2009 (“Form 10-K”), or (iii) violate Applicable Law or any judgment, order or decree of any court or arbitrator known to us, except, in the case of clauses (ii) or (iii) above where the breach, default or violation would not reasonably be expected to have a material adverse effect on the Issuers and their subsidiaries, taken as a whole. For purposes of this opinion, the term “Applicable Law” means the General Corporation Law of the State of Delaware (the “GCL”) and those laws, rules and regulations of the United States of America and the State of New York, in each case which in our experience are normally applicable to the transactions of the type contemplated by the Dealer Managers Agreement (including, without limitation, Rule 14e-1 under the Securities Exchange Act of 1934, as amended), except that “Applicable Law” does not include (i) the anti-fraud provisions of the securities laws of any applicable jurisdiction, (ii) any state securities or Blue Sky laws of the various states or (iii) any Healthcare Laws or Labor Laws, as to which we express no opinion. For purposes of this opinion, the term “Healthcare Laws” means the laws, rules, regulations and policies described in the statements incorporated by reference in the Offer to Purchase from Item 1 of the Form 10-K under the caption “Government Regulation,” and the term “Labor Laws” means the laws, rules, regulations and policies relating to labor employment matters

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described in the statements incorporated by reference in the Offer to Purchase from Item 3 of the Form 10-K under the caption “Legal Proceedings.”

5. No consent, approval, authorization, or order of, or filing, registration or qualification with any Governmental Authority, which has not been obtained, taken or made is required by the Issuers under Applicable Law in connection with the making of the Tender Offers and the execution, delivery or performance of the Dealer Managers Agreement by the Issuers except where the failure to obtain or make such consent, approval, authorization, order, registration, qualification or filing would not reasonably be expected to adversely affect the ability of the Issuers to commence and perform their respective obligations under the Tender Offers and to execute, deliver and perform the Dealer Managers Agreement. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York, the State of Delaware or the United States of America.

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The opinions expressed above are limited to the laws of the State of New York, the GCL and the federal laws of the United States of America (in each case, other than Healthcare Laws or Labor Laws). Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. Please be advised that no member of this firm is admitted to practice in the State of Delaware.

This opinion is furnished by us solely for your benefit in connection with the transactions referred to in the Dealer Managers Agreement and may not be circulated to, or relied upon by, any other person or entity.

Very truly yours,

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

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Exhibit B

[Opinion letter of Paul, Weiss, Rifkind, Wharton & Garrison LLP]

212 ###-###-####

212 ###-###-####

August [    ], 2009

Goldman, Sachs & Co.

Banc of America Securities LLC

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Duane Reade Inc. and Duane Reade

Ladies and Gentlemen:

We have acted as counsel to Duane Reade Inc., a Delaware corporation (the “Company”), and Duane Reade, a New York general partnership and a subsidiary of the Company (“Duane Reade” and, together with the Company, the “Issuers”), in connection with the Dealer Managers Agreement (the “Dealer Managers Agreement”), dated as of July [    ], 2009, among Goldman, Sachs & Co. and Banc of America Securities LLC (the “Dealer Managers”) and the Issuers, relating to the tender offers for cash for (a) any and all of the Issuers’ outstanding Senior Secured Floating Rate Notes due 2010 (the “Floating Rate Notes”) and the related consent solicitation (such tender offer and consent solicitation is referred to as the “FRN

Tender Offer”) and (b) any and all of the Issuers’ outstanding Senior Subordinated Notes due 2011 (the “Senior Subordinated Notes” and, together with the FRN Notes, the “Securities”) and the related consent solicitation (such tender offer and consent solicitation is referred to as the “Senior Subordinated Notes Tender Offer” and, together with the FRN Tender Offer, the “Tender Offers”). The Tender Offers were launched by the Issuers on July [    ], 2009 upon the terms and subject to the conditions set forth in the Offer to Purchase and Solicitation of Consents dated July [    ], 2009 (the “Offer to Purchase”), the Letter of Transmittal and the press release dated July [    ], 2009 relating to the Tender Offers (collectively with the Offer to Purchase, the “Offer Materials”). This opinion is being furnished to you at the request of the Issuers as contemplated by Section 6(c) of the Dealer Managers Agreement. Capitalized terms used and not otherwise defined in this opinion shall have the respective meanings given those terms in the Dealer Managers Agreement.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

1. the Offer Materials;

2. the Dealer Managers Agreement;

3. the Indenture, dated as of December 20, 2004 (the “FRN Indenture”), by and among the Issuers, the guarantors party thereto (“FRN Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”);

4. the Supplemental Indenture, dated as of July [ ], 2009, by and among the Issuers, the FRN Guarantors and the Trustee relating to the Floating Rate Notes (the “FRN Supplemental Indenture”);

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5. the Indenture, dated as of July 30, 2004 (and as supplemented on July 30, 2004) (the “Subordinated Notes Indenture” and, together with the FRN Indenture, the “Indentures”), by and among the Issuers, the guarantors party thereto (“Subordinated Notes Guarantors”) and the Trustee;

6. the Supplemental Indenture, dated as of July [    ], 2009, by and among the Issuers, the Subordinated Notes Guarantors and the Trustee relating to the Senior Subordinated Notes (the “Subordinated Notes Supplemental Indenture” and, together with the FRN Supplemental Indenture, the “Supplemental Indentures”);

7. the certificate of Global Bondholder Corporation, as depository, dated July [    ], 2009, setting forth the results of the consent solicitation relating to the Floating Rate Notes; and

8. the certificate of Global Bondholder Corporation, as depository, dated July [    ], 2009, setting forth the results of the consent solicitation relating to the Senior Subordinated Notes.

In addition, we have examined: (i) such corporate records of the Company and such partnership records of Duane Reade we have considered appropriate, including the certificate of incorporation, as amended, and by-laws of the Company, as amended, and the partnership agreement, as amended, of Duane Reade certified by the Company or Duane Reade, as applicable, as in effect on the date of this opinion (collectively, the “Charter Documents”) and copies of resolutions of the board of directors of the Company and copies of the resolutions of the general partners of Duane Reade in each case relating to the Tender Offers and Supplemental Indentures, certified by the Company or Duane Reade, as applicable; and (ii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions and

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beliefs expressed below. We have also relied upon oral and written statements of officers and representatives of the Issuers, the factual matters contained in the representations and warranties of the Issuers and the Dealer Managers made in the Dealer Managers Agreement and upon certificates of public officials and officers of the Issuers.

In rendering the opinion set forth below, we have assumed, without independent investigation, (i) the enforceability of the Dealer Managers Agreement against the Dealer Managers, (ii) the due authorization and execution of the Supplemental Indentures by the Trustee, (iii) that the Supplemental Indentures represent valid and legally binding obligations of the Trustee, (iv) the Issuers and the Dealer Managers have conducted the Tender Offers in the manner described in the Offer Materials and the Dealer Managers Agreement, (v) the Requisite Consents (as defined in the Offer Materials) required to be obtained to effect the Proposed Amendments (as defined in the Offer Materials) have been duly authorized and validly received and not withdrawn prior to the applicable Consent Payment Deadline (as defined in the Offer Materials), (vi) the Indentures have been amended to effect the Proposed Amendments and the Proposed Amendments have become operative as set forth in the Offer Materials concurrently with the consummation of the Tender Offers, (vii) all validly tendered Securities have been accepted for purchase pursuant to the Tender Offers concurrently with the consummation of the Tender Offers, (viii) the genuineness of all signatures, (ix) the authenticity of all documents submitted to us as originals, (x) the conformity to originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid and existing agreements or other documents, (xi) the authenticity of all the latter documents, (xii) the legal capacity of all individuals who have executed any of the documents reviewed by us, and (xiii) that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

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Whenever we indicate that our opinion is based upon our knowledge or words of similar import, our opinion is based solely on the actual knowledge of the attorneys in this firm who are representing the Issuers in connection with the Dealer Managers Agreement or who are otherwise responsible for the representation of the Issuers and without any independent verification.

Based upon the above, and subject to the stated assumptions, exceptions and qualifications set forth in this letter, we are of the opinion that:

6. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. Duane Reade is a general partnership in good standing under the laws of the State of New York.

7. The Company has all necessary corporate, and Duane Reade has all necessary general partnership, power and authority to execute, deliver and perform their respective obligations under the Dealer Managers Agreement and the Supplemental Indentures.

8. The Dealer Managers Agreement has been duly authorized, executed and delivered by the Issuers.

9. The consummation of the Tender Offers, the execution and delivery of the Supplemental Indentures by the Issuers and the performance of the Indentures by the Issuers as supplemented thereby do not and will not (i) result in a violation of the Charter Documents, (ii) breach or result in a default under any agreement, indenture or instrument to which either of the Issuers is a party or is bound or to which any of the properties or assets of the Issuers is subject, each as in effect after the completion of the Tender Offers, that is filed as an exhibit to Duane Reade

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Holdings, Inc. Annual Report on Form 10-K for the year ended December 27, 2008, filed on March 25, 2009 (“Form 10-K”), or (iii) violate Applicable Law or any judgment, order or decree of any court or arbitrator known to us, except, in the case of clauses (ii) or (iii) above where the breach, default or violation would not reasonably be expected to have a material adverse effect on the Issuers and their subsidiaries, taken as a whole. For purposes of this opinion, the term “Applicable Law” means the General Corporation Law of the State of Delaware (the “GCL”) and those laws, rules and regulations of the United States of America and the State of New York, in each case which in our experience are normally applicable to the transactions of the type contemplated by the Dealer Managers Agreement (including, without limitation, Rule 14e-1 under the Securities Exchange Act of 1934, as amended), except that “Applicable Law” does not include (i) the anti-fraud provisions of the securities laws of any applicable jurisdiction, (ii) any state securities or Blue Sky laws of the various states or (iii) any Healthcare Laws or Labor Laws, as to which we express no opinion. For purposes of this opinion, the term “Healthcare Laws” means the laws, rules, regulations and policies described in the statements incorporated by reference in the Offer to Purchase from Item 1 of the Form 10-K under the caption “Government Regulation,” and the term “Labor Laws” means the laws, rules, regulations and policies relating to labor employment matters described in the statements incorporated by reference in the Offer to Purchase from Item 3 of the Form 10-K under the caption “Legal Proceedings.”

10. No consent, approval, authorization, or order of, or filing, registration or qualification with any Governmental Authority, which has not been obtained, taken or made is required by the Issuers under Applicable Law in connection with the consummation of the Tender Offers, the execution and delivery of the Supplemental Indentures by the Issuers and the performance of the Indentures as supplemented thereby except where the failure to obtain or make such consent,

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approval, authorization, order, registration, qualification or filing would not reasonably be expected to adversely affect the ability of the Issuers to commence and perform their obligations under the Tender Offers, to execute and deliver the Supplemental Indentures and perform the Indentures as supplemented thereby and the ability of the Issuers to execute, deliver and perform the Dealer Managers Agreement. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York, the State of Delaware or the United States of America.

11. The Supplemental Indentures have been duly authorized, executed and delivered by the Issuers and constitute the valid and legally binding obligations of the Issuers, enforceable against them in accordance with their terms, except that enforceability may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

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The opinions expressed above are limited to the laws of the State of New York, the GCL and the federal laws of the United States of America (in each case, other than Healthcare Laws or Labor Laws). Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. Please be advised that no member of this firm is admitted to practice in the State of Delaware.

This opinion is furnished by us solely for your benefit in connection with the transactions referred to in the Dealer Managers Agreement and may not be circulated to, or relied upon by, any other person or entity.

Very truly yours,

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

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[Disclosure letter of Paul, Weiss, Rifkind, Wharton & Garrison LLP]

212 ###-###-####

212 ###-###-####

August [    ], 2009

Goldman, Sachs & Co.

Banc of America Securities LLC

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

We have acted as counsel to Duane Reade Inc., a Delaware corporation (the “Company”), and Duane Reade, a New York general partnership and a subsidiary of the Company (“Duane Reade” and, together with the Company, the “Issuers”), in connection with the Dealer Managers Agreement (the “Dealer Managers Agreement”), dated as of July [__], 2009, among Goldman, Sachs & Co. and Banc of America Securities LLC (the “Dealer Managers”) and the Issuers, relating to (a) the tender offer for cash for any and all of the Issuers’ outstanding Senior Secured Floating Rate Notes due 2010 (the “Floating Rate Notes”) and the related consent solicitation (such tender offer and consent solicitation is referred to as the “FRN Tender Offer”) and (b) the tender offer for any and all of the Issuers’ outstanding Senior Subordinated Notes due

2011 (the “Senior Subordinated Notes” and, together with the Floating Rate Notes, the “Securities”) and the related consent solicitation (such tender offer and consent solicitation is referred to as the “Senior Subordinated Tender Offer” and, together with the FRN Tender Offer, the “Tender Offers”). The Tender Offers were launched by the Issuers on July [    ], 2009 upon the terms and subject to the conditions set forth in the Offer to Purchase and Solicitation of Consents dated July [__], 2009 (the “Offer to Purchase”), the Letter of Transmittal and the press release dated July [    ], 2009 relating to the Tender Offers (collectively with the Offer to Purchase, the “Offer Materials”). This letter is being furnished to you at the request of the Issuers as provided by Section 6(c) of the Dealer Managers Agreement and in connection with the delivery of our opinion to you of even date herewith (the “Opinion”) under the Dealer Managers Agreement. Capitalized terms used and not otherwise defined in this letter have the respective meanings given those terms in the Dealer Managers Agreement.

The primary purpose of our professional engagement was not to establish factual matters or financial, accounting or statistical information. In addition, many determinations involved in the preparation of the Offer Materials and the documents incorporated by reference therein are of a wholly or partially non-legal character or relate to legal matters outside the scope of the Opinion. Furthermore, the limitations inherent in the independent verification of factual matters and in the role of outside counsel are such that we have not undertaken to independently verify, and cannot and do not assume responsibility for the accuracy, completeness or fairness of, the statements contained in the Offer Materials or the documents incorporated by reference therein.

In the course of acting as counsel to the Issuers in connection with the Tender Offers, we have participated in conferences and telephone conversations with officers and other

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representatives of the Issuers during which conferences and conversations the contents of the Offer Materials and related matters were discussed. Based upon such participation (and relying as to factual matters on officers, employees and other representatives of the Issuers and their subsidiaries, our understanding of the U.S. federal securities laws and the experience we have gained in our practice thereunder, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that as of the date hereof, the Offer Materials (except for the financial statements, financial statement schedules and other financial data included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case, as to which we express no such belief), included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, we express no views regarding any statements made in the Offer Materials or those documents incorporated by reference therein insofar as they relate to the Healthcare Laws or Labor Laws. For the purposes of this letter, the terms “Healthcare Laws” and “Labor Laws” have the respective meanings assigned to them in the Opinion.

This letter is furnished by us solely for your benefit in connection with the transactions referred to in the Dealer Managers Agreement and may not be circulated to, or relied upon by, any other person without our prior written consent.

Very truly yours,

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

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