REGISTRATION RIGHTS AGREEMENT by and among Duane Reade Inc. Duane Reade The Guarantors named herein and Goldman, Sachs & Co. and Banc of America Securities LLC Dated as of August 7, 2009Registration Rights Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2009, 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) (collectively, the “Guarantors”), and Goldman, Sachs & Co. and Banc of America Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 11.75% Senior Secured Notes due 2015 (the “Initial Securities”). This Agreement is made pursuant to the (i) Purchase Agreement, dated as of July 31, 2009, by and among the Initial Purchasers and the Issuers and the Guarantors with respect to $290,000,000 of Initial Securities and the (ii) Purchase Agreement dated July 31, 2009
DUANE READE INC. and DUANE READE, as Co-Obligors THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 7, 2009 11.75% Senior Secured Notes due 2015Indenture • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
INDENTURE (this “Indenture”), dated as of August 7, 2009, 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 “Initial Subsidiary Guarantors”, and together with Holdings, the “Initial Guarantors”), and U.S. Bank National Association, as Trustee (the “Trustee”).
DUANE READE HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
THIS OPTION AGREEMENT (the “Agreement”), effective as of [insert date] (“Grant Date”) is made by and between Duane Reade Holdings, Inc., a Delaware corporation (the “Company”) and (the “Optionee”).
PLEDGE AGREEMENT dated as of August 7, 2009 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentPledge Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
PLEDGE AGREEMENT dated as of August 7, 2009 (as amended, modified or supplemented from time to time, this “Agreement”) among the LOAN PARTIES from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, 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”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 7, 2009 among DUANE READE HOLDINGS, INC., DUANE READE INC., DUANE READE (a New York general partnership), DRI I, INC., DUANE READE INTERNATIONAL, LLC, and DUANE READE REALTY, INC., U.S....Intercreditor and Collateral Agency Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
This Intercreditor and Collateral Agency Agreement (this “Agreement”) is entered into as of August 7, 2009 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, LLC, a Delaware limited liability company (“DR International”), DUANE READE REALTY, INC., a Delaware corporation (“DR Realty”), U.S. 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 U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (together with its successor or successors in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
This Amended and Restated Tax Sharing Agreement (“Agreement”) is entered into as of October 6, 2009, by and among Duane Reade Holdings, Inc. (“Parent”), the Subsidiaries (as hereinafter defined) of Parent that are signatories hereto, Duane Reade International, LLC, a Delaware limited liability company, (“DR International”), 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.”
Duane Reade Inc. Duane Reade 11.75% Senior Secured Notes due 2015 Purchase AgreementRegistration Rights Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
The writings identified in the foregoing clauses (i) through (iv), inclusive, are collectively referred to herein as the “Transaction Documents” and each of the Transaction Documents is sometimes referred to individually as a “Transaction Document.”
SECURITY AGREEMENT dated as of August 7, 2009 among THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
SECURITY AGREEMENT dated as of August 7, 2009 (as amended, modified or supplemented from time to time, this “Agreement”) among the LOAN PARTIES from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, 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”).
THIS WARRANT AND ANY SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,...Duane Reade Holdings Inc • October 16th, 2009 • Retail-drug stores and proprietary stores • Delaware
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN THE TRANSACTION DOCUMENTS (AS DEFINED IN THE PURCHASE AGREEMENT DATED AS OF THE DATE HEREOF). A COPY OF SUCH DOCUMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
DUANE READE INTERNATIONAL, LLC, a Delaware limited liability company, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and
DEALER MANAGERS AGREEMENTDealer Managers Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
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 Senio
PURCHASE AGREEMENTPurchase Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2009 between DUANE READE HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and OHCP DR CO-INVESTORS 2009, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Section 1.1.
