**Exhibit 4.4**

 

**GUARANTOR SUPPLEMENTAL INDENTURE**

 

GUARANTORSUPPLEMENTAL INDENTURE (this “GuarantorSupplemental Indenture”), dated as of July 30, 2004, among DuaneReade Inc., a Delaware corporation (as successor by merger to Duane ReadeAcquisition Corp. (“DRAC”)) (the “Company”), Duane Reade, a NewYork general partnership (“Duane Reade GP”, and together with theCompany, the “Co-Obligors”), DRI I Inc., a Delaware corporation, DuaneReade International, Inc., a Delaware corporation, and Duane Reade Realty, Inc.,a Delaware corporation, (each, a “New Guarantor”), and U.S. BankNational Association, as trustee under the Indenture referred to below (the “Trustee”).

 

WI T N E S S E T H

 

WHEREAS, theCo-Obligors 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 9.01 of the Indenture provides that, without the consent of anyHolders, DRAC, when authorized by a Board Resolution, and the Trustee, at anytime and from time to time, may modify, supplement or amend the Indenture toadd a Guarantor or additional obligor under the Indenture or permit any Personto guarantee the Notes and/or obligations under the Indenture;

 

WHEREAS, eachNew Guarantor wishes to guarantee the Notes pursuant to the Indenture;

 

WHEREAS,pursuant to the Indenture each of the Co-Obligors, each of the New Guarantorsand the Trustee have agreed to enter into this Guarantor Supplemental Indenturefor the purposes stated herein; and

 

WHEREAS, allthings necessary have been done to make this Guarantor Supplemental Indenture,when executed and delivered by each of the Co-Obligors, each of the NewGuarantors and the Trustee, the legal, valid and binding agreement of each ofthe Co-Obligors and each of the New Guarantors, 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, each of theCo-Obligors, each of the New Guarantors 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.

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###### (2)           Guarantee.  Each New Guarantor hereby agrees to guaranteethe Indenture and the Notes related thereto pursuant to the terms andconditions of Article Eleven of the Indenture, such Article Eleven beingincorporated by reference herein as if set forth at length herein (each

 

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###### such guarantee, a “Guarantee”) andsuch New Guarantor agrees to be bound as a Guarantor under the Indenture as ifit had been an initial signatory thereto.

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###### (3)           GOVERNING LAW.  THIS GUARANTOR 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.

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

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

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###### (6)           The Trustee.  The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisGuarantor Supplemental Indenture or for or in respect of the recitals containedherein, all of which recitals are made solely by each of the Co-Obligors andeach of the New Guarantors.

 

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                IN WITNESS WHEREOF, the parties hereto havecaused this Guarantor Supplemental Indenture to 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                                                                           |   |
|                                                                                                  |   |
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| 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                                                                           |   |
|                                                                                                  |   |
|                                                                                                  |   |
| DRI I  INC., a Delaware corporation                                                                   |
|                                                                                                  |   |
| /s/ Michelle  D. Bergman                                                                              |   |
| Name:  Michelle D. Bergman                                                                            |   |
| Title:  Assistant Secretary                                                                           |   |
|                                                                                                  |   |
| DUANE READE INTERNATIONAL,  INC., a Delaware corporation                                              |
|                                                                                                  |   |
| /s/ Michelle D. Bergman                                                                               |   |
| Name: Michelle D. Bergman                                                                             |   |
| Title: Secretary                                                                                      |   |
|                                                                                                  |   |
|                                                                                                  |   |
| DUANE READE REALTY, INC., a   Delaware corporation                                                    |
|                                                                                                  |
| /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                                                                                 |   |
|                                                                                                       |  |  |  |

 

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