Duane Reade Inc.
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 Indenture
Dated as of August 22, 1999
State Street Bank and Trust Company
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”).
W I T N E S S E T H:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee executed and delivered an Indenture, dated as of February 13, 1998 (the “Indenture”), providing for the issuance of $80,000,000 principal amount of 9¼% Senior Subordinated Notes due 2008 (all capitalized terms used herein and not defined are used herein as defined in the Indenture);
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement certain terms and covenants contained in the Indenture with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes;
WHEREAS, the Company has offered to purchase for cash all of the outstanding Notes, upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated May 3, 2002, and in the related Letter of Transmittal and Consent (such offer, the “Offer”); in connection therewith the Company has been soliciting written consents of the Holders to the substance of the amendments to the Indenture set forth herein (and to the execution of this Supplemental Indenture), and the Company has now obtained such written consents from the Holders of a majority in aggregate principal amount of the outstanding Notes; accordingly, this Supplemental Indenture and the amendments set forth herein are authorized pursuant to Section 9.02 of the Indenture referred to above;
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken;
NOW THEREFORE, THIS INDENTURE WITNESSETH, that, for and in consideration of the above premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
Section 1. Amendments to the Indenture.
Upon written notification to the Trustee by the Company that it has purchased pursuant to the Offer all Notes validly tendered pursuant to the Offer and not withdrawn prior to the expiration date for the Offer, the Company, the Subsidiary Guarantors and the Trustee hereby agree as follows:
a. Section 1.01 of the Indenture is amended to remove the definitions of the following terms:
“Capital Expenditure Indebtedness”
“Permitted Refinancing Indebtedness”
“Weighted Average Life to Maturity”