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”).
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”).
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...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”).
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;
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores
DUANE READE REALTY, INC., a Delaware corporation, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and
CO-OBLIGOR SUPPLEMENTAL INDENTURESupplemental Indenture • November 15th, 2004 • Duane Reade Inc • Retail-drug stores and proprietary stores • New York
CO-OBLIGOR SUPPLEMENTAL INDENTURE (this “Co-Obligor Supplemental Indenture”), dated as of July 30, 2004, among Duane Reade Inc., a Delaware corporation (as successor by merger to Duane Reade Acquisition Corp.) (the “Company”), Duane Reade, a New York general partnership (“Duane Reade GP”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
