EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT"), effective as of November 21, 2005 (the "EFFECTIVE DATE"), by and between Duane Reade, Inc., a Delaware corporation (the "COMPANY"), and Richard W. Dreiling...Employment Agreement • November 23rd, 2005 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
ARTICLE IPurchase Agreement • April 2nd, 2007 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 10.1 ----------- SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (the "Second Amendment") is made as of this 4th day of August, 2005 by and among DUANE READE, a New York general partnership, having its principal...Credit Agreement • August 15th, 2005 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
P R E S S R E L E A S E ------------------------------------------------------- ------------------------- For: Duane Reade Inc. Approved By: John Henry (212) 273-5746 SVP - Chief Financial Officer Contact: Cara O'Brien/Lauren Puffer Press: Melissa...Duane Reade Holdings Inc • November 1st, 2005 • Retail-drug stores and proprietary stores
EXHIBIT 10.2 ------------ DUANE READE HOLDINGS, INC. MANAGEMENT STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "AGREEMENT"), dated as of November 21, 2005 (the "GRANT DATE"), is made by and between Duane Reade...Nonqualified Stock Option Agreement • November 23rd, 2005 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 1.01(b) --------------- 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...Duane Reade Holdings Inc • April 2nd, 2007 • Retail-drug stores and proprietary stores • Delaware
P R E S S R E L E A S E ------------------------------------------------------- ------------------------- Contacts: Duane Reade Holdings, Inc. John Henry (212) 273-5746 SVP - Chief Financial Officer Investors: Cara O'Brien/Melissa Myron Press: Melissa...Duane Reade Holdings Inc • August 8th, 2006 • Retail-drug stores and proprietary stores
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
For: Duane Reade Inc. Approved By: John Henry (212) 273-5746 SVP - Chief Financial Officer Contact: Cara O'Brien/Lila Sharifian Press: Melissa Merrill (212) 850-5600 Financial DynamicsDuane Reade Holdings Inc • March 11th, 2005 • Retail-drug stores and proprietary stores
DUANE READE PROVIDES FINANCIAL IMPACT OF CHANGES IN CERTAIN ACCOUNTING PRACTICES UPON HISTORICAL RESULTS OF OPERATIONS
EXHIBIT 4.1 ----------- SECOND GUARANTOR SUPPLEMENTAL INDENTURE SECOND GUARANTOR SUPPLEMENTAL INDENTURE (this "SECOND GUARANTOR SUPPLEMENTAL INDENTURE"), dated as of March 25, 2005, among Duane Reade Inc., a Delaware corporation (as successor by...Duane Reade Holdings Inc • March 31st, 2005 • Retail-drug stores and proprietary stores • New York
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”).
For: Duane Reade Inc. Approved By: John Henry (212) 273-5746 SVP - Chief Financial Officer Contact: Cara O'Brien/Lila Sharifian Press: Melissa Merrill (212) 850-5600 Financial DynamicsDuane Reade Holdings Inc • March 11th, 2005 • Retail-drug stores and proprietary stores
DUANE READE ANNOUNCES CHANGES IN CERTAIN ACCOUNTING PRACTICES AND SUSPENSION OF ITS OFFER TO EXCHANGE ITS UNREGISTERED SENIOR SECURED FLOATING RATE NOTES DUE 2010 FOR REGISTERED SENIOR SECURED FLOATING RATE NOTES DUE 2010
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”).
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.”
AGREEMENT BETWEEN: DUANE READE INC. —and— ALLIED TRADES COUNCIL DIVISION OF LOCAL 338 RWDSU/UFCW April 1, 2006 - March 31, 2009Agreement • May 16th, 2006 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
AGREEMENT made and entered into April 1, 2006 by and between DUANE READE, INC., 440 9th Avenue, New York, (hereafter called the “Employer”), and Allied Trades Council division of Local 338 RWDSU/UFCW, 31 West 15th Street, New York, New York 10011 (hereafter called the “Union”).
Duane Reade Holdings, Inc. Letterhead]Duane Reade Holdings Inc • March 26th, 2010 • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
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”).
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”).
THE GUARANTORS NAMED HEREIN and SUPPLEMENTAL INDENTURE Dated as of July 31, 2009 to Indenture Dated as of December 20, 2004 Senior Secured Floating Rate Notes due 2010Supplemental Indenture • August 6th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2009, among Duane Reade Inc., a Delaware corporation (the “Company”), Duane Reade, a New York general partnership (“Duane Reade GP,” and together with the Company, the “Co-Obligors”), Duane Reade Holdings, Inc., a Delaware corporation (“Holdings”) and the Company’s subsidiaries named in the signature pages hereto (and together with Holdings, the “Guarantors”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the Trustee”).
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
and SUPPLEMENTAL INDENTURE Dated as of July 31, 2009 to Indenture Dated as of July 30, 2004Supplemental Indenture • August 6th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2009, among Duane Reade Inc., a Delaware corporation (the “Company”), Duane Reade, a New York general partnership (“Duane Reade GP,” and together with the Company, the “Co-Obligors”), Duane Reade Holdings, Inc., a Delaware corporation (“Holdings”) and the Company’s subsidiaries named in the signature pages hereto (“Subsidiary Guarantors,” and together with Holdings, the “Guarantors”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the Trustee”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among WALGREEN CO., DUANE READE HOLDINGS, INC., DUANE READE SHAREHOLDERS, LLC, and OTHER STOCKHOLDERS OF DUANE READE HOLDINGS, INC. Effective as of February 17, 2010Securities Purchase Agreement • March 26th, 2010 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, effective as of February 17, 2010, by and among Duane Reade Holdings, Inc., a Delaware corporation (the “Company”), Duane Reade Shareholders, LLC, a Delaware limited liability company (“DRS Seller”), in its capacity as a Seller and in its capacity as the Sellers’ Representative (as defined herein), the individuals and other entities listed on the signature pages hereto and Schedule A, Schedule B, and Schedule C (such individuals and entities together with DRS Seller and the Persons who execute a joinder hereto pursuant to Section 2.2(d) (Deliveries at Closing), each a “Seller” and collectively the “Sellers”), and Walgreen Co., an Illinois corporation (“Buyer”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given such terms in Annex A of this Agreement.
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”).
REGISTRATION RIGHTS AGREEMENT by and among Duane Reade Inc.Registration Rights Agreement • December 19th, 2005 • 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 9, 2005, 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”), 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 (the “Initial Purchaser”), who has agreed to purchase the Issuers’ Senior Secured Floating Rate Notes due 2010 (the “Initial Securities”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 15th, 2006 • Duane Reade Holdings 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
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.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2007 • Duane Reade Holdings 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
Duane Reade Inc. Duane Reade GP and The Guarantors named herein Senior Secured Floating Rate Notes due 2010 Purchase Agreement dated August 4, 2005 Banc of America Securities LLCPurchase Agreement • November 8th, 2005 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
Introductory. Duane Reade Inc., a Delaware corporation (the “Company”) and Duane Reade, a New York general partnership and subsidiary of the Company (“Duane Reade GP”, and together with the Company, the “Issuers”) propose to issue and sell to Banc of America Securities LLC (the “Initial Purchaser”) $50,000,000 aggregate principal amount of the Issuers’ Senior Secured Floating Rate Notes due 2010 (the “Notes”). The Notes will be the joint and several obligations of each of the Issuers.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 13, 2008, by and between Duane Reade, Inc., a Delaware corporation (the "Company"), and John A. Lederer ("Executive").
LIMITED LIABILITY COMPANY AGREEMENT OF DUANE READE INTERNATIONAL, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • August 5th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • Delaware
Duane Reade Inc. (the “Member”) hereby declares the following to be the Limited Liability Company Agreement (the “Agreement”) of Duane Reade International, LLC (the “LLC”):
Duane Reade Holdings, Inc. Letterhead]Duane Reade Holdings Inc • March 26th, 2010 • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
DUANE READE HOLDINGS, INC. MANAGEMENT STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENTPlan Nonqualified Stock Option Agreement • May 12th, 2008 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
THIS STOCK OPTION AGREEMENT (the "Agreement"), dated as of April 2, 2008 (the "Grant Date"), is made by and between Duane Reade Holdings, Inc., a Delaware corporation (the "Company"), and John A. Lederer (the "Optionee").
