ANNEX I FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 10, 2001 (amending and restating the Third Amended and Restated Credit Agreement, dated as of March 17, 2000),Credit Agreement • August 14th, 2001 • Duane Reade Inc • Retail-drug stores and proprietary stores
ARTICLE I DEFINITIONSPledge Agreement • November 28th, 1997 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
BY AND AMONGMerger Agreement • December 23rd, 2003 • Duane Reade Inc • Retail-drug stores and proprietary stores • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
DUANE READE, as Issuer and DABOCO INC. andIndenture • November 28th, 1997 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
Exhibit 1.1 7,000,000 SHARES DUANE READE INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2001 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
REVISEDEmployment Agreement • May 22nd, 2001 • Duane Reade Inc • Retail-drug stores and proprietary stores
andRights Agreement • September 17th, 2002 • Duane Reade Inc • Retail-drug stores and proprietary stores • Delaware
DUANE READE INC. ___% Senior Subordinated Notes Due 2008 UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
AGREEMENTExecutive Employment Agreement • January 15th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
OF DUANE READEPartnership Agreement • February 4th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
RECITALS:Employment Agreement • January 15th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
Local 815 & Duane Reade Inc.Collective Bargaining Agreement • July 28th, 2000 • Duane Reade Inc • Retail-drug stores and proprietary stores
ANDIndenture • February 4th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
FORM OFIrrevocable Trust Agreement • February 4th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores
ARTICLE I DEFINITIONSBorrower Security Agreement • November 28th, 1997 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
EXECUTION COPY STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of June 18, 1997, by and among Duane Reade Holding Corp., a Delaware corporation (the "Company"), the Persons listed on Schedule A attached hereto (the "DLJ...Stockholders and Registration Rights Agreement • January 15th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • Delaware
March 16, 2004Employment Agreement • March 19th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
This letter agreement (the “Agreement”) is to confirm the understanding between you and Duane Reade Acquisition Corp., a Delaware Corporation (the “Merger Sub”), concerning your employment by Duane Reade Inc., a Delaware Corporation (the “Company”). Upon the consummation of the merger of the Merger Sub with and into the Company (the “Transaction”), pursuant to an agreement and plan of merger dated as of December 22, 2003, by and among the Merger Sub, the Company, Duane Reade Shareholders, LLC and Duane Reade Holdings, Inc. (the “Merger Agreement”), the Company will succeed to all the rights and obligations of the Merger Sub hereunder and the Company will become a party to this Agreement. The Agreement will automatically terminate upon termination of the Merger Agreement prior to the consummation of the Transaction.
ARTICLE I DEFINITIONSNonqualified Stock Option Agreement • February 27th, 2003 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
ARTICLE I DEFINITIONSPartnership Security Agreement • November 28th, 1997 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 10.9 AGREEMENT made this 7th day of January, 1999 effective as of the 1st day of September, 1998; by and between DUANE READE, A NEW YORK PARTNERSHIP, whose principal office is located at 440 9th Avenue, New York, New York, hereinafter...Collective Bargaining Agreement • July 28th, 2000 • Duane Reade Inc • Retail-drug stores and proprietary stores
DUANE READE ACQUISITION CORP. (to be Merged With and Into DUANE READE INC.), as Issuer and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
INDENTURE (this “Indenture”), dated as of July 30, 2004, among Duane Reade Acquisition Corp., a Delaware corporation (which will be merged with and into Duane Reade Inc., a Delaware corporation (“Duane Reade”), upon consummation of the Acquisition (as defined herein) with Duane Reade as the survivor in the Acquisition) (the “Company”) and U.S. Bank National Association, as Trustee (the “Trustee”).
AGREEMENTEmployment Agreement • January 15th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores
This amendment (the “Amendment”), to the Amended and Restated Employment Agreement dated March 19, 2004 (the “Employment Agreement”), made by and among Duane Reade Acquisition Corp., a Delaware corporation (f/k/a Rex Corner Acquisition Corp., the “Merger Sub”), Duane Reade Holdings, Inc., a Delaware corporation (f/k/a Rex Corner Holdings, Inc., “Holdings”), Duane Reade Shareholders, LLC, a Delaware limited liability company (f/k/a Rex Corner Holdings, LLC, “Parent”) and Mr. Anthony J. Cuti (the “Executive”) is made as of June 18, 2004, by and among Merger Sub, Holdings, Parent and the Executive. Any capitalized term used herein but not defined shall have the meaning ascribed to such term in the Employment Agreement.
ARTICLE I AGREEMENT TO PURCHASE AND SELLReceivables Purchase Agreement • January 15th, 1998 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
TAX SHARING AGREEMENTTax Sharing Agreement • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
This Tax Sharing agreement is entered into as of July 30, 2004 by and among Duane Reade Holdings, Inc. (“Parent”), the Subsidiaries (as hereinafter defined) of Parent that are signatories hereto, Duane Reade, a New York general partnership, (“DR Partnership”), and any entities which become parties hereto pursuant to Paragraph 19 hereof. Parent and its Subsidiaries are hereinafter sometimes referred to as the “Group.”
GUARANTOR SUPPLEMENTAL INDENTUREGuarantor Supplemental Indenture • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of July 30, 2004, among Duane Reade Inc., a Delaware corporation (as successor by merger to Duane Reade Acquisition Corp. (“DRAC”)) (the “Company”), Duane Reade, a New York general partnership (“Duane Reade GP”, and together with the Company, the “Co-Obligors”), DRI I Inc., a Delaware corporation, Duane Reade International, Inc., a Delaware corporation, and Duane Reade Realty, Inc., a Delaware corporation, (each, a “New Guarantor”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • Delaware
AMENDMENT NO. 3 (the "Amendment"), dated as of June 18, 2004, by and among Duane Reade Shareholders, LLC (formerly known as Rex Corner Holdings, LLC), Duane Reade Acquisition Corp. (formerly known as Rex Corner Acquisition Corp.) and Duane Reade Inc., to the Agreement and Plan of Merger, dated as of December 22, 2003, as amended by Amendment No. 1 on June 10, 2004 and Amendment No. 2 on June 13, 2004 (the "Merger Agreement"), by and among Duane Reade Shareholders, LLC, Duane Reade Acquisition Corp. and Duane Reade Inc.
155,000,000 SENIOR SECURED TERM CREDIT AGREEMENT dated as of July 30, 2004 among DUANE READE HOLDINGS, INC., DUANE READE, INC., DUANE READE (a New York general partnership), THE CO-BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO...Senior Secured Term Credit Agreement • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
This Credit Agreement is entered into as of July 30, 2004 among DUANE READE HOLDINGS, INC., a Delaware corporation (“Holdings”), DUANE READE, INC., a Delaware corporation (“the “Company”), DUANE READE, a New York general partnership (“Duane Reade”), the other Co-Borrowers from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Syndication Agent, and CITICORP NORTH AMERICA INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
SUCCESSOR SUPPLEMENTAL INDENTURESuccessor Supplemental Indenture • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
SUCCESSOR SUPPLEMENTAL INDENTURE (this “Successor Supplemental Indenture”), dated as of July 30, 2004, among Duane Reade Inc., a Delaware corporation (as successor by merger to Duane Reade Acquisition Corp. (“DRAC”)) (the “Company” or “Duane Reade”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
DUANE READE INC. Senior Convertible Notes due 2022First Supplemental Indenture • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 2004 (this “First Supplemental Indenture”), by and among Duane Reade Inc., a Delaware Corporation, as Issuer, having its principal office at 440 Ninth Avenue, Sixth Floor, New York, NY, 10001 (the “Company”), Duane Reade Shareholders, LLC (formerly known as Rex Corner Holdings, LLC), a Delaware limited liability company (the “Parent”), Duane Reade Acquisition Corp., a Delaware corporation (the “MergerSub”), with Duane Reade, a New York general partnership, DRI I Inc., a Delaware corporation, Duane Reade International, Inc., a Delaware corporation and Duane Reade Realty, Inc., a Delaware corporation, as guarantors (together, the “Guarantors”), and U.S. Bank National Association, a national banking association, successor trustee to State Street Bank and Trust Company, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to suc
REGISTRATION RIGHTS AGREEMENT by and among Duane Reade Acquisition Corp. and Banc of America Securities LLC Citigroup Global Markets Inc.Registration Rights Agreement • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 30, 2004, by and among Duane Reade Acquisition Corp., a Delaware corporation (which will be merged with and into Duane Reade Inc., a Delaware corporation (“Duane Reade”), upon consummation of the Acquisition (as defined herein) with Duane Reade as the survivor) (the “Company”), and Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, and UBS Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.75% Senior Subordinated Notes due 2011 (the “Initial Securities”).
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT by and among DUANE READE HOLDINGS, INC. and DUANE READE SHAREHOLDERS, LLC AND THE MANAGEMENT STOCKHOLDERS LISTED HEREINStockholders and Registration Rights Agreement • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • Delaware
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2004, by and among Duane Reade Holdings, Inc. (formerly known as Rex Corner Holdings, Inc.), a Delaware corporation (the “Company”), Duane Reade Shareholders, LLC (formerly known as Rex Corner Holdings, LLC), a Delaware limited liability company (“Parent”), and certain members of the management of Duane Reade Inc., a wholly-owned Subsidiary of the Company, listed on Schedule 1 hereto (as such Schedule may be updated from time to time, the “Management Members”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 14th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • Delaware
AMENDMENT NO. 2 (the “Amendment”), dated as of June 13, 2004 by and among Duane Reade Shareholders, LLC (formerly known as Rex Corner Holdings, LLC), Duane Reade Acquisition Corp. (formerly known as Rex Corner Acquisition Corp.) and Duane Reade Inc., to the Agreement and Plan of Merger, dated as of December 22, 2003, as amended by Amendment No. 1 on June 10, 2004 (the “Merger Agreement”), by and among Duane Reade Shareholders, LLC, Duane Reade Acquisition Corp. and Duane Reade Inc.
SERVICES AGREEMENTServices Agreement • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
WHEREAS, the Company has entered into the Agreement and Plan of Merger, dated as of December 22, 2003, by and among the Company, Duane Reade Shareholders, LLC (formerly known as Rex Corner Holdings, LLC) and Duane Reade Inc. (“Duane Reade”), as amended by Amendment No. 1 on June 10, 2004, Amendment No. 2 on June 13, 2004 and Amendment No. 3 on June 18, 2004 (as amended, the “Merger Agreement”), pursuant to which the Company will merge with and into Duane Reade, and Duane Reade will continue as the surviving corporation;
