Exhibit 7
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AMENDMENT NO. 2 TO
RESTATED STOCKHOLDERS' AGREEMENT
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AMENDMENT NO. 2, dated as of February 1, 1997, to the RESTATED
STOCKHOLDERS' AGREEMENT, dated as of December 23, 1992 as amended by
Amendment No. 1 to Restated Stockholders' Agreement dated as of June 1,
1993 (as so amended, the "Agreement") by and among United Retail Group,
Inc., a Delaware corporation (the "Corporation") and the Stockholders (as
therein defined) and Centre Capital Investors, L.P.
WHEREAS, it is deemed to be in the best interests of the Corporation
and the Stockholders that the provision originally made for the continuity
and stability of the business and management of the Corporation be
modified.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
SECTION 1. Section 2(h) of the Agreement is restated to read in its
entirety as follows:
"Termination. All the provisions of this Section 2 shall terminate
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on July 17, 1999."
SECTION 2. The date in the introductory phrase of Section 2(c) is
changed from March 17, 1997 to July 17, 1999.
SECTION 3. All the other provisions of the Agreement shall remain
in full force and effect in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first above written.
UNITED RETAIL GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------- Title: Vice Chairman
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
LIMITED DIRECT ASSOCIATES L.P.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: LIMITED DIRECT, INC.
-------------------- as general partner
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
2
