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Exhibit 4.1    
    


 
  FOURTH AMENDMENT TO CREDIT AGREEMENT    
    


        This Fourth Amendment to Credit Agreement (the "Fourth Amendment") is made as of this 28 day of September, 2007 by and among 



DUANE
READE, a New York general partnership, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and 


DUANE
READE INC. a Delaware corporation, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and 


DRI
I INC., a Delaware corporation, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and 


DUANE
READE INTERNATIONAL, INC., a Delaware corporation, having a mailing address at P.O. Box 32216, Newark, New Jersey 07102; and 


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 HOLDINGS, INC., a Delaware corporation, having its principal place of business at 440 Ninth Avenue, New York, New York 10001; and 


the
LENDERS party hereto; and 


BANK
OF AMERICA, N.A. (f/k/a Fleet National Bank), as Issuing Bank, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110; and 


BANK
OF AMERICA, N.A. (f/k/a/ Fleet National Bank), as Administrative Agent and Collateral Agent for the Lenders, a national banking association having a place of business at 100 Federal Street,
Boston, Massachusetts 02110; 




in
consideration of the mutual covenants herein contained and benefits to be derived herefrom. 


 
 

W I T N E S S E T H:    
    


        WHEREAS, on July 21, 2003, certain of the parties hereto entered into that certain Credit Agreement (as amended and in effect, the "Credit Agreement"); and 



        WHEREAS,
the Loan Parties have requested that the Lenders amend certain provisions of the Credit Agreement as set forth herein. 


        NOW,
THEREFORE, it is hereby agreed as follows: 



	1.
	Capitalized Terms.    All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the
Credit Agreement.



	2.
	Amendments to Article I.    The provisions of Article I of the Credit Agreement are hereby amended by deleting
the definition of "Capital Expenditures" in its entirety and substituting the following in its stead: 






"Capital Expenditures" means, for any period, all expenditures made or costs incurred (whether made in the form of cash or other property) for the
acquisition, improvement or repair of fixed or capital assets of the Parent and its Subsidiaries (including, without limitation, prescription lists), in each case that are (or would be) set forth in a
Consolidated statement of cash flows of the Parent and its Subsidiaries for such period prepared in accordance with GAAP as capital expenditures, but excluding (i) Capital Lease Obligations
incurred by the Parent and its Subsidiaries during such period, and (ii) any such expenditures made with the proceeds of any equity securities issued or capital contributions received by the
Parent. 










 



	3.
	Ratification of Loan Documents.    Except as provided herein, all terms and conditions of the Credit Agreement and of the
other Loan Documents remain in full force and effect. The Loan Parties each hereby ratify, confirm, and reaffirm all of the representations and warranties contained therein.



	4.
	Conditions to Effectiveness.  





This
Fourth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Administrative Agent: 


	(a)
	This
Fourth Amendment shall have been duly executed and delivered by the Loan Parties and the Required Lenders.



	(b)
	All
corporate and shareholder action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Fourth Amendment shall
have been duly and effectively taken and evidence thereof satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.



	(c)
	No
Default or Event of Default shall have occurred and be continuing.



	(d)
	The
Loan Parties shall have executed such additional instruments, documents and agreements as the Administrative Agent may reasonably request.






	5.
	Miscellaneous.



	(a)
	This
Fourth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all
of which together shall constitute one instrument.



	(b)
	This
Fourth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify,
or otherwise affect the provisions hereof.



	(c)
	Any
determination that any provision of this Fourth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not effect the
validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Fourth Amendment.



	(d)
	The
Loan Parties shall pay all reasonable costs and expenses of the Agents, including, without limitation, reasonable attorneys' fees in connection with the preparation, negotiation,
execution and delivery of this Fourth Amendment.



	(e)
	The
Loan Parties warrant and represent that the Loan Parties have consulted with independent legal counsel of their selection in connection with this Fourth Amendment and are not
relying on any representations or warranties of the Agents or the Lenders or their counsel in entering into this Fourth Amendment. 






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IN
WITNESS WHEREOF, the parties have hereunto caused this Fourth Amendment to be executed and their seals to be hereto affixed as of the date first above written. 



	 	 	DUANE READE

as Borrower
	 	 	By:	 	DUANE READE INC., its General Partner
	

 	
 	

by	
 	

/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel
	

 	
 	

By:	
 	

DRII INC., its General Partner
	 	 	by	 	/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel
	

 	
 	

DUANE READE INC., as Facility Guarantor
	 	 	by	 	/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel





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	 	 	DRII INC., as Facility Guarantor
	 	 	by	 	/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel
	

 	
 	

DUANE READE INTERNATIONAL, INC., as Facility Guarantor
	 	 	by	 	/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel
	

 	
 	

DUANE READE REALTY, INC., as Facility Guarantor
	 	 	by	 	/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel
	

 	
 	

DUANE READE HOLDINGS, INC., as Facility Guarantor
	 	 	by	 	/s/  JOHN K. HENRY      
 Name: John K. Henry

Title: Senior Vice President and

Chief Financial Officer
	

 	
 	

by	
 	

/s/  MICHELLE D. BERGMAN      
 Name: Michelle D. Bergman

Title: Senior Vice President and General Counsel





4







 


	 	 	BANK OF AMERICA, N.A.,

As Administrative Agent, as Collateral Agent, as

Issuing Bank, as Swingline Lender and as

Lender
	

 	
 	

By:	
 	

/s/  CHRISTINE HUTCHINSON      
 Name: Christine Hutchinson

Title: Managing Director

Address:

100 Federal Street 9th Floor

Boston, Massachusetts 02110

Attn: Keith Vercauteren

Telephone: (617) 434-2385

Telecopy: (617) 790-1234





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	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent and Lender
	

 	
 	

By:	
 	

/s/  THOMAS GRABOSKY      
 Name: Thomas Grabosky

Title: Director

Address: 1133 6th Avenue, New York, NY

Telephone: (212) 545-4346

Telecopy: (212) 545-4283





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	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as

Syndication Agent and Lender
	 	 	By:	 	/s/  ROBERT E. KELLY      
 Name: Robert E. Kelly

Title: Duly Authorized Signatory

Address: 201 Merritt 7, Norwalk, CT 06856

Telephone: (203) 956-4061

Telecopy: (203) 956-4006





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	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as Lender
	 	 	By:	 	/s/  MATTHEW V. DEFRANCO      
 Name: Matthew V. DeFranco

Title: Assistant Vice President

Address: 11 West 42nd Street

New York, NY 10036

Telephone: (212) 461-7715

Telecopy: (212) 461-7762





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	 	 	WELLS FARGO RETAIL FINANCE, LLC, as

Syndication Agent, as Co-Lead Arranger, and as Lender
	 	 	By:	 	/s/  EMILY ABRAHAMSON      
 Name: Emily Abrahamson

Title: Account Executive/ AVP

Address: One Boston Place, 18th Floor

Boston, Massachusetts 02108

Telephone: 617-854-7243

Telecopy: 617-523-4032





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Exhibit 4.1


FOURTH AMENDMENT TO CREDIT AGREEMENT

W I T N E S S E T H