**Exhibit 4.3**

 

**CO-OBLIGORSUPPLEMENTAL INDENTURE**

 

CO-OBLIGORSUPPLEMENTAL INDENTURE (this “Co-Obligor Supplemental Indenture”), dated as of July 30, 2004, amongDuane Reade Inc., a Delaware corporation (as successor by merger to Duane ReadeAcquisition Corp.) (the “Company”), Duane Reade, a New York generalpartnership (“Duane Reade GP”) and U.S. Bank National Association, astrustee under the Indenture referred to below (the “Trustee”).

 

WI T N E S S E T H

 

WHEREAS, theCompany and the Trustee are parties to an indenture, as supplemented (the “Indenture”), dated as of July 30,2003, providing for the issuance of 9.75% Senior Subordinated Notes due 2011(the “Notes”);

 

WHEREAS,Section 4.17 of the Indenture provides that the Company shall cause Duane ReadeGP to execute this Co-Obligor Supplemental Indenture;

 

WHEREAS,Section 9.01 of the Indenture provides that, without the consent of anyHolders, the Company, when authorized by a Board Resolution, and the Trustee,at any time and from time to time, may modify, supplement or amend theIndenture to add an additional obligor under the Indenture;

 

WHEREAS, DuaneReade GP wishes to become a co-obligor with the Company of all the obligationsunder the Notes and the Indenture;

 

WHEREAS,pursuant to the Indenture the Company, Duane Reade GP and the Trustee haveagreed to enter into this Co-Obligor Supplemental Indenture for the purposesstated herein; and

 

WHEREAS, allthings necessary have been done to make this Co-Obligor Supplemental Indenture,when executed and delivered by the Company and Duane Reade GP, the legal, validand binding agreement of the Company and Duane Reade GP, in accordance with itsterms.

 

NOW THEREFORE,in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Company, DuaneReade GP****and the Trustee mutually covenant andagree for the equal and ratable benefit of the Holders of the Notes as follows:

 

###### (1)           Capitalized Terms.  Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Indenture.

######  

###### (2)           Co-Obligor.  Duane Reade GP hereby agrees to become aco-obligor with the Company of all the obligations under the Notes and theIndenture pursuant to the terms and conditions of the Indenture, and DuaneReade GP agrees to be bound as a co-obligor under the Indenture as if it hadbeen an initial signatory thereto.

######  

###### 

######  

###### (3)           GOVERNING LAW.  THIS CO-OBLIGOR SUPPLEMENTAL INDENTURE SHALLBE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THATWOULD INDICATE THE APPLICABILITY OF THE LAWS OF ANY OTHER JURISDICTION.

######  

###### (4)           Counterparts.  The parties may sign any number of copies ofthis Co-Obligor Supplemental Indenture. Each signed copy shall be an original, but all of them togetherrepresent the same agreement.

######  

###### (5)           Effect of Headings.  The section headings herein are forconvenience only and shall not affect the construction hereof.

######  

###### (6)           The Trustee.  The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisCo-Obligor Supplemental Indenture or for or in respect of the recitalscontained herein, all of which recitals are made solely by the Company andDuane Reade GP.

 

----

######  

###### IN WITNESSWHEREOF, the parties hereto have caused this Co-Obligor Supplemental Indentureto be duly executed and attested, all as of the date first above written.

######  

Dated: July 30, 2004
|   | DUANE READE, INC. (as successor by  merger to Duane Reade Acquisition Corp.),   a Delaware corporation |
|--------|--------------------------------------------------------------------------------------------------------|
|   |                                                                                                   |
|   | By:                                                                                                    | /s/ Michelle D. Bergman |
|   |                                                                                                   | Name: |  Michelle D. Bergman |
|   |                                                                                                   | Title: |  Assistant Secretary |
|   |                                                                                                   |
|   |                                                                                                   |
|   | DUANE READE, a New York general  partnership                                                           |
|   |                                                                                                   |
|   | By:                                                                                                    | Duane Reade, Inc., as General Partner |
|   |                                                                                                   |
|   | By:                                                                                                    | /s/ Michelle D. Bergman |
|   |                                                                                                   | Name: |  Michelle D. Bergman |
|   |                                                                                                   | Title: |  Assistant Secretary |
|   |                                                                                                   |
|   |                                                                                                   |
|   | U.S. BANK NATIONAL ASSOCIATION,   as Trustee                                                           |
|   |                                                                                                   |
|   | By:                                                                                                    | /s/ Elizabeth C.  Hammer |
|   |                                                                                                   | Authorized Signatory |
|        |                                                                                                        |  |  |  |

 

----