DUANE READE INC. and DUANE READE, as Co-Obligors THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • December 27th, 2004 • Duane Reade • Retail-drug stores and proprietary stores • New York
INDENTURE (this “Indenture”), dated as of December 20, 2004, by and among Duane Reade Inc., a Delaware corporation (the “Company”), Duane Reade, a New York general partnership and subsidiary of the Company (“Duane Reade GP”, and together with the Company, the “Co-Obligors”), Duane Reade Holdings, Inc., a Delaware corporation (“Holdings”) and each of the direct and indirect domestic subsidiaries of the Company named in the signature pages hereto (other than Duane Reade GP) (the “Subsidiary Guarantors”, and together with Holdings, the “Initial Guarantors”), and U.S. Bank National Association, as Trustee (the “Trustee”).
AMENDED AND RESTATED PLEDGE AGREEMENT dated as of December 20, 2004 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and US BANK NATIONAL ASSOCIATION, as Collateral AgentPledge Agreement • December 27th, 2004 • Duane Reade • Retail-drug stores and proprietary stores • New York
AMENDED AND RESTATED PLEDGE AGREEMENT dated as of December 20, 2004 (as amended, modified or supplemented from time to time, this “Amended Agreement”) among the LOAN PARTIES from time to time party hereto and US BANK NATIONAL ASSOCIATION, as successor to Bank of America, N.A., as Collateral Agent for the benefit of the Finance Parties referred to herein (together with its successor or successors in such capacity, the “Collateral Agent”) and, solely for purposes of Section 7.01, BANK OF AMERICA, N.A., (the “Term Loan Collateral Agent”).
AMENDED AND RESTATED SECURITY AGREEMENT dated as of December 20, 2004 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and US BANK NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • December 27th, 2004 • Duane Reade • Retail-drug stores and proprietary stores • New York
AMENDED AND RESTATED SECURITY AGREEMENT dated as of December 20, 2004 (as amended, modified or supplemented from time to time, this “Amended Agreement”) among the LOAN PARTIES from time to time party hereto US BANK NATIONAL ASSOCIATION, as successor to Bank of America, N.A., as Collateral Agent for the benefit of the Finance Parties referred to herein (together with its successor or successors in such capacity, the “Collateral Agent”) and, solely for purposes of Section 6.01, BANK OF AMERICA, N.A. (the “Term Loan Collateral Agent”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of December 20, 2004 among DUANE READE HOLDINGS, INC., DUANE READE INC., DUANE READE (a New York general partnership), DRI I, Inc., DUANE READE INTERNATIONAL, INC. and DUANE READE REALTY, INC., US...Intercreditor and Collateral Agency Agreement • December 27th, 2004 • Duane Reade • Retail-drug stores and proprietary stores • New York
This Intercreditor and Collateral Agency Agreement (this “Agreement”) is entered into as of December 20, 2004 among DUANE READE HOLDINGS, INC., a Delaware corporation (“Holdings”), DUANE READE INC., a Delaware corporation (“DRI”), DUANE READE, a New York general partnership (“Duane Reade”), DRI I, Inc., a Delaware corporation (“DRI I”), DUANE READE INTERNATIONAL, INC., a Delaware corporation (“DR International”), DUANE READE REALTY, INC., a Delaware corporation (“DR Realty”), US BANK NATIONAL ASSOCIATION, as Trustee for the Noteholders under the Indenture (as defined below) (together with its successor or successors in such capacity, the “Trustee”), and US BANK NATIONAL ASSOCIATION, as Collateral Agent (together with its successor or successors in such capacity, the “Collateral Agent”).
A G R E E M E N T BETWEEN:Agreement • December 27th, 2004 • Duane Reade • Retail-drug stores and proprietary stores
AGREEMENT made and entered into the lst day of April, 2004, by and between DUANE READE, INC., 440 9TH Avenue, New York, (hereafter called the “Employer”), and LOCAL 340A, New York, JOINT BOARD, UNITE-HERE, 31 West 15th Street, New York, New York 10011 (hereafter called the “Union”).
REGISTRATION RIGHTS AGREEMENT by and among Duane Reade Inc.Registration Rights Agreement • December 27th, 2004 • Duane Reade • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 20, 2004, by and among Duane Reade Inc., a Delaware corporation (the “Company”), Duane Reade, a New York general partnership and subsidiary of the Company (“Duane Reade GP”, and together with the Company, the “Issuers”), Duane Reade Holdings, Inc., a Delaware corporation (“Holdings”) and each of the direct and indirect domestic subsidiaries of the Company named herein (other than Duane Reade GP) (collectively, the “Guarantors”), and Banc of America Securities LLC and Credit Suisse First Boston LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ Senior Secured Floating Rate Notes due 2010 (the “Initial Securities”).
