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AMENDMENT NO. 2 TO
RESTATED STOCKHOLDERS' AGREEMENT
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and the Stockholders that the provision originally made for the continuity and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 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:XXXXXX X. XXXXXX
---------------------------
XXXXXXX XXXXXXXX Name: Xxxxxx X. Xxxxxx
------------------------- Title: Vice Chairman
Xxxxxxx Xxxxxxxx
XXXXXX X. XXXXXX LIMITED DIRECT ASSOCIATES L.P.
------------------------- By: LIMITED DIRECT, INC.,
Xxxxxx X. Xxxxxx as general partner
XXXXXXX XXXXXX
-------------------------
Xxxxxxx Xxxxxx By: XXXXXXX X. XXXXXX
--------------------------
XXXXXXX X. XXXXX Vice President
------------------------
Xxxxxxx X. Xxxxx
