Senior Convertible Notes due 2022Rights Agreement • June 21st, 2002 • Dri I Inc • Retail-drug stores and proprietary stores • New York
among DUANE READE, as the Borrower, DUANE READE INC. (formerly known as Duane Reade Holding Corp.) and DRI I INC. (formerly known as Duane Reade Inc.), as the Parent Guarantors,Credit Agreement • March 30th, 1998 • Dri I Inc • Retail-drug stores and proprietary stores
ARTICLE I DEFINITIONSCredit Agreement • May 10th, 1999 • Dri I Inc • Retail-drug stores and proprietary stores • New York
among DUANE READE, as the Borrower, DUANE READE INC. (formerly known as Duane Reade Holding Corp.) and DRI I INC. (formerly known as Duane Reade Inc.), as the Parent Guarantors,Credit Agreement • September 25th, 1998 • Dri I Inc • Retail-drug stores and proprietary stores
ARTICLE I DEFINITIONSSecurity Agreement • September 25th, 1998 • Dri I Inc • Retail-drug stores and proprietary stores • New York
BEREAVEMENT PAY XIV 9 CHECKOFF IX 7 COLLECTIVE BARGAINING AGREEMENT II 3 COMPLETE AGREEMENT XXII 11 FAIR TREATMENT & RESPECT VIII 7 GRIEVANCES AND ARBITRATION XIII 8 HEALTH & SAFETY XXVI 12 HOLIDAYS VI 5 HOURS OF WORK V 4 INVALIDATION XX 10 JURY DUTY...Agreement • March 28th, 2002 • Dri I Inc • Retail-drug stores and proprietary stores
ANNEX I U.S. $275,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 17, 1999 (amending and restating the Amended and Restated Credit Agreement, dated as of September 11, 1998),Patent Security Agreement • May 10th, 1999 • Dri I Inc • Retail-drug stores and proprietary stores • New York
ARTICLE I DEFINITIONSBorrower Security Agreement • March 30th, 1998 • Dri I Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 4.9 FIRST AMENDMENT TO STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment") to the Stockholders Registration Rights Agreement is entered into as of January 16, 2002 and amends the Stockholders and Registration Rights...Stockholders and Registration Rights Agreement • June 21st, 2002 • Dri I Inc • Retail-drug stores and proprietary stores • Delaware
ARTICLE I DEFINITIONSHoldings Pledge Agreement • September 24th, 1998 • Dri I Inc • Retail-drug stores and proprietary stores • New York
AMENDED AND RESTATED PARTNERSHIP SECURITY AGREEMENT This AMENDED AND RESTATED PARTNERSHIP SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Security Agreement"), dated as of September 11,...Partnership Security Agreement • September 24th, 1998 • Dri I Inc • Retail-drug stores and proprietary stores • New York
CREDIT AGREEMENTCredit Agreement • August 11th, 2003 • Dri I Inc • Retail-drug stores and proprietary stores • New York
DUANE READE REALTY, INC., a Delaware corporation, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and
THIRD AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP OF DUANE READE dated as of July 16, 2003Dri I Inc • August 11th, 2003 • Retail-drug stores and proprietary stores • New York
THIRD AMENDED AND RESTATED AGREEMENT OF PARTNERSHIP, dated as of July 16, 2003, by and between DUANE READE INC., a Delaware corporation (“Parent”), and DRI I INC., a Delaware corporation (“DRI”) (individually, a “Partner” and collectively, the “Partners”).
DUANE READE HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 21st, 2005 • Dri I Inc • Retail-drug stores and proprietary stores • New York
THIS OPTION AGREEMENT (the “Agreement”), dated as of July 30, 2004, is made by and between Duane Reade Holdings, Inc., a Delaware corporation (the “Company”), and Anthony J. Cuti (“Optionee”), such date, being the “Effective Date” of the amended and restated employment agreement, dated March 16, 2004, and amended June 18, 2004 (“Employment Agreement”) between Optionee, the Company, Duane Reade Inc. and Duane Reade Shareholders, LLC.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2002 • Dri I Inc • Retail-drug stores and proprietary stores
THIS AMENDMENT (the "Amendment") is made effective as of the 16th day of June 2002 and shall hereby constitute the third amendment to the employment agreement, dated October 27, 1997, and effective as of June 18, 1997, as amended on March 13, 2000 and May 21, 2001 (the "Agreement"), and is made by and between Duane Reade Inc., a Delaware corporation (the "Company"), and Anthony Cuti (the "Executive"). Capitalized terms that are not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 2002 • Dri I Inc • Retail-drug stores and proprietary stores • New York
Amendment No. 2 to the Fourth Amended and Restated Credit Agreement, dated as of September 25, 2002 (this “Amendment”), among DUANE READE, a New York general partnership (the “Borrower”), DUANE READE INC., a Delaware corporation (“Holdings”), DRI I INC., a Delaware corporation (“DRI I” and, together with Holdings, collectively, the “Parent Guarantors”), DUANE READE INTERNATIONAL, INC., a Delaware corporation (“Duane Reade IP”), DUANE READE REALTY, INC., a Delaware corporation (“Duane Reade Realty” and together with Duane Reade IP, collectively, the “Affiliate Guarantors” and, together with the Parent Guarantors, collectively, the “Designated Guarantors”), CREDIT SUISSE FIRST BOSTON (“CSFB”), as syndication agent (in such capacity, the “Syndication Agent”) for the Lenders and FLEET NATIONAL BANK (“Fleet”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2002 • Dri I Inc • Retail-drug stores and proprietary stores • New York
THIS AGREEMENT, dated July 31, 2002 (the "Effective Date"), is made by and between Duane Reade Inc., a Delaware corporation (the "Company"), and Anthony Cuti (the "Executive").
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 11th, 2004 • Dri I Inc • Retail-drug stores and proprietary stores • Delaware
AMENDMENT NO. 1 (this "Amendment"), dated as of December 19, 2003, to the Rights Agreement (the "Rights Agreement"), dated as of September 12, 2002 by and between Duane Reade Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., a National Banking Association, as Rights Agent (the "Rights Agent").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 11th, 2003 • Dri I Inc • Retail-drug stores and proprietary stores • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) dated as of July 21, 2003 by and among (a) Duane Reade, a New York general partnership having its principal place of business at 440 Ninth Avenue, New York, New York 10011 (the “Borrower”), (b) each of the Persons listed on Schedule I hereto (each such Person, individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrower and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Fleet Retail Finance Inc., a Delaware corporation, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
DECEMBER 6, 2001 LAST, BEST AND FINAL SETTLEMENT OFFER OF DUANE READE WHEREAS, DUANE READE (the "Employer") and ALLIED TRADES COUNCIL (the "Union" or "ATC") are parties to a collective bargaining agreement (the "Agreement") effective as of September...Dri I Inc • March 28th, 2002 • Retail-drug stores and proprietary stores
DUANE READE HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 21st, 2005 • Dri I Inc • Retail-drug stores and proprietary stores • New York
THIS OPTION AGREEMENT (the “Agreement”), dated as of July 30, 2004, is made by and between Duane Reade Holdings, Inc., a Delaware corporation (the “Company”) and ___________ (“Optionee”).
SECURITY AGREEMENTSecurity Agreement • August 11th, 2003 • Dri I Inc • Retail-drug stores and proprietary stores • New York
SECURITY AGREEMENT (this “Agreement”) dated as of July 21, 2003 by and among (a) Duane Reade, a New York general partnership having its principal place of business at 440 Ninth Avenue, New York, New York 10011 (the “Borrower”), (b) each of the Persons listed on Schedule I hereto (each such Person, individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrower and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Fleet Retail Finance Inc., a Delaware corporation, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
OWNERSHIP INTEREST PLEDGE AGREEMENTOwnership Interest Pledge Agreement • August 11th, 2003 • Dri I Inc • Retail-drug stores and proprietary stores • New York
OWNERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) dated as of July 21, 2003 by and among Duane Reade Inc., a Delaware corporation (hereinafter, the “Parent”), and DRI I Inc., a Delaware corporation (hereinafter, “DRI I”) (the Parent and DRI I, jointly, severally and collectively sometimes are referred to herein as the “Pledgors”), and Fleet Retail Finance Inc., a Delaware corporation, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 2002 • Dri I Inc • Retail-drug stores and proprietary stores • New York
Amendment No. 1 to the Fourth Amended and Restated Credit Agreement, dated as of April 9, 2002 (this “Amendment”), among DUANE READE, a New York general partnership (the “Borrower”), DUANE READE INC., a Delaware corporation (“Holdings”), DRI I INC., a Delaware corporation (“DRI I” and, together with Holdings, collectively, the “Parent Guarantors”), DUANE READE INTERNATIONAL, INC., a Delaware corporation (“Duane Reade IP”), DUANE READE REALTY, INC., a Delaware corporation (“Duane Reade Realty” and together with Duane Reade IP, collectively, the “Affiliate Guarantors” and, together with the Parent Guarantors, collectively, the “Designated Guarantors”), CREDIT SUISSE FIRST BOSTON (“CSFB”), as syndication agent (in such capacity, the “Syndication Agent”) for the Lenders and FLEET NATIONAL BANK (“Fleet”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
GUARANTEEGuarantee • August 11th, 2003 • Dri I Inc • Retail-drug stores and proprietary stores • New York
GUARANTEE (this “Guarantee”) dated as of July 21, 2003 by each of the Persons listed on Schedule I hereto (each such Person, individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) in favor of (a) Fleet Retail Finance Inc., a Delaware corporation, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below), (b) Fleet National Bank, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties and as Issuing Bank (as defined in the Credit Agreement), and (c) the Lenders (as defined in the Credit Agreement), parties to the Credit Agreement.
Duane Reade Inc. and The Guarantors Named on the Signature Pages Hereto 9¼% Senior Subordinated Notes due 2008 Second Supplemental Indenture Dated as of May 20, 2002 To Indenture dated as of February 13, 1998, As Amended by the First Supplemental...Second Supplemental Indenture • November 12th, 2002 • Dri I Inc • Retail-drug stores and proprietary stores • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 20, 2002 (this “Supplemental Indenture”), among Duane Reade Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors executing a signature page hereto (the “Subsidiary Guarantors”), and State Street Bank and Trust Company, as trustee (the “Trustee”).
PREEMPTIVE RIGHTS AGREEMENTPreemptive Rights Agreement • January 21st, 2005 • Dri I Inc • Retail-drug stores and proprietary stores • Delaware
Preemptive Rights Agreement (this “Agreement”), dated as of July 30, 2004, by and among Oak Hill Capital Partners, L.P., a Delaware limited partnership, Oak Hill Capital Management Partners, L.P., a Delaware limited partnership, OHCP DR Co-Investors, LLC, a Delaware limited liability company, (collectively, the “Class A Members”), Duane Reade Shareholders, LLC (formerly known as Rex Corner Holdings, LLC), a Delaware limited liability company (“Parent”), Duane Reade Holdings, Inc. (formerly known as Rex Corner Holdings, Inc.), a Delaware corporation (“Holdings”), Duane Reade Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (the “Company”), Anthony J. Cuti (the “Chairman”) and certain other members of the management of the Company listed on Schedule 1 hereto (as such Schedule may be updated from time to time and together with the Chairman, the “Management Stockholders”).
