**Exhibit4.2**

 

**SUCCESSORSUPPLEMENTAL INDENTURE**

 

SUCCESSOR SUPPLEMENTAL INDENTURE (this “SuccessorSupplemental Indenture”),dated as of July 30, 2004, among Duane Reade Inc., a Delaware corporation(as successor by merger to Duane Reade Acquisition Corp. (“DRAC”)) (the “Company”or “Duane Reade”) and U.S. Bank National Association, as trustee underthe Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

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

 

WHEREAS,pursuant to the Agreement and Plan of Merger, upon the Acquisition ClosingDate, DRAC was merged with and into Duane Reade, with Duane Reade as theSurviving Entity in the Acquisition;

 

WHEREAS, Section 5.01of the Indenture provides that any such Surviving Entity expressly assume, by asupplemental indenture, all the obligations of DRAC under the Notes and theIndenture;

 

WHEREAS,immediately after giving effect to the Acquisition on a *pro forma* basis, no Default or Event ofDefault will have occurred and be continuing under the Indenture;

 

WHEREAS,immediately before and immediately after giving effect to the Acquisition on a *pro forma* basis, Duane Reade could incur$1.00 of additional Indebtedness (other than Permitted Indebtedness) underparagraph (a) of Section 4.07 of the Indenture;

 

WHEREAS, atthe time of the Acquisition, Duane Reade delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each to the effect that the Acquisitionand this Successor Supplemental Indenture comply with the Indenture and thatall conditions precedent therein provided for relating to the Acquisition havebeen complied with;

 

WHEREAS, Section 9.01of the Indenture provides that, without the consent of any Holders, DRAC, whenauthorized by a Board Resolution, and the Trustee, at any time and from time totime, may modify, supplement or amend the Indenture to evidence the successionof another Person to DRAC, and the assumption by any such successor of thecovenants of DRAC in the Indenture and in the Notes in accordance with Section 5.01of the Indenture;

 

WHEREAS, DuaneReade wishes to assume all the obligations of DRAC under the Notes and theIndenture;

 

WHEREAS,pursuant to the Indenture the Duane Reade and the Trustee have agreed to enterinto this Successor Supplemental Indenture for the purposes stated herein; and

 

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WHEREAS, allthings necessary have been done to make this Successor Supplemental Indenture,when executed and delivered by Duane Reade, the legal, valid and bindingagreement of Duane Reade, in accordance with its terms.

 

NOW THEREFORE,in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, Duane Reade and theTrustee mutually covenant and agree for the equal and ratable benefit of theHolders of the Notes as follows:

 

###### (1)                                  CapitalizedTerms.  Capitalized terms used hereinwithout definition shall have the meanings assigned to them in the Indenture.

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###### (2)                                  Successor.  Duane Reade, as the Surviving Entity to DRACin the Acquisition, hereby assumes all the obligations of DRAC under the Notesand the Indenture pursuant to the terms and conditions of the Indenture, andDuane Reade agrees to be bound as an obligor under the Indenture as if it hadbeen an initial signatory thereto.  Inaccordance with Section 5.01(c) of the Indenture, Duane Reade shall herebysucceed to, and be substituted for, and may exercise every right and power of,DRAC.

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###### (3)                                  GOVERNINGLAW.  THIS SUCCESSOR SUPPLEMENTALINDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWSPRINCIPLES THEREOF THAT WOULD INDICATE THE APPLICABILITY OF THE LAWS OF ANYOTHER JURISDICTION.

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

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###### (5)                                  Effectof Headings.  The section headingsherein are for convenience only and shall not affect the construction hereof.

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###### (6)                                  TheTrustee.  The Trustee shall not beresponsible in any manner whatsoever for or in respect of the validity orsufficiency of this Successor Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which recitals are made solely by DuaneReade.

 

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                IN WITNESS WHEREOF, the parties hereto havecaused this Successor Supplemental Indenture to be duly executed and attested,all as of the date first above written.

 

Dated: July 30, 2004

 
|   | DUANE READE HOLDINGS, 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 |
|   |                                                                                                            |
|   |                                                                                                            |
|   | U.S. BANK NATIONAL ASSOCIATION,   as Trustee                                                                    |
|   |                                                                                                            |
|   | By:                                                                                                             | /s/ Elizabeth C.  Hammer |
|   |                                                                                                            | Name: |  Elizabeth C. Hammer |
|   |                                                                                                            | Title: |  Authorized Signatory |

 

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