L Brands, Inc., et al. – ‘SC 13D/A’ on 2/10/97 re: United Retail Group Inc/DE – EX-7

As of:  Monday, 2/10/97   ·   Accession #:  940180-97-129   ·   File #:  5-42996

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                       22     59K 
 2: EX-7        Restated Stockholders' Agreement                       2      9K 

EX-7   —   Restated Stockholders’ Agreement

EX-7
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                                                                       Exhibit 7
                                                                       ---------

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    and the Stockholders that the provision originally made for the continuity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.                         

EX-7
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          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/ George R. Remeta
                                                  ----------------------
/s/ Raphael Benaroya                        Name:  George R. Remeta   
----------------------                      Title:  Vice Chairman     
Raphael Benaroya                                                      

                                                LIMITED DIRECT ASSOCIATES L.P.
/s/ George R. Remeta                        By:  LIMITED DIRECT, INC. 
--------------------                             as general partner   
George R. Remeta                                                      

/s/ Bradley Orloff                          By:  /s/ William K. Gerber
---------------------                            ---------------------
Bradley Orloff                                   Vice President       

/s/ Frederic E. Stern                                                 
---------------------                                                 
Frederic E. Stern                                                     

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		7/17/99		1
		3/17/97		1
Filed on:		2/10/97
		2/1/97		1					10-K
		6/1/93		1
		12/23/92		1
									List all Filings