SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
United Retail Group, Inc.
-------------------------
(Name of Issuer)
Units, each consisting of one share of Common Stock
($.001 Par Value)
and the right to purchase one one-hundredth of a share
of Preferred Stock ($.001 Par Value)
------------------------------
(Title of Class of Securities)
911380103
--------------
(CUSIP Number)
Raphael Benaroya; c/o United Retail Group, Inc.,
365 West Passaic Street,
Rochelle Park, NJ 07662; (201) 909-2000
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___. (A
fee is not required only if reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAPHAEL BENAROYA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.; ISRAEL
7. SOLE VOTING POWER
2,464,437 UNITS
NUMBER OF
UNITS 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,464,437 UNITS
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,464,437 UNITS
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 911380103
STATEMENT ON SCHEDULE 13D AMENDMENT NO. 9
-----------------------------------------
(originally dated July 12, 1993, as amended to and including
November 18, 1999)
ITEM 1. SECURITY AND ISSUER.
Units, each consisting of one share of Common Stock, $.001 par
value per share, of United Retail Group, Inc. (the "Issuer") and
the right to purchase one one-hundredth of a share of Preferred
Stock, $.001 par value per share, of the Issuer (a "Unit"). The
Issuer's address is 365 West Passaic Street, Rochelle Park, NJ
07662
ITEM 2. IDENTITY AND BACKGROUND.
(a) See Item 1 of the cover page for the name of the reporting
person.
(b) The business address of the reporting person is:
c/o United Retail Group, Inc.
365 West Passaic Street
Rochelle Park, NJ 07662
(c) The present principal occupation or employment of the
reporting person is employee of the Issuer. The Issuer operates a
chain of retail specialty stores selling large size women's
apparel, accessories and footwear.
(d) The reporting person has not been convicted in a criminal
proceeding during the last five years.
(e) The reporting person has not during the last five years been
a party to a civil proceeding of a judicial or administrative
body and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or findings any violation with respect to
such laws.
(f) See Item 6 of the cover page for the citizenship of the
reporting person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 18, 1999, the reporting person purchased Units from
the Issuer upon the exercise of the 1991 Performance Option to
purchase 250,000 Units in full. The Board of Directors of the
Company waived payment of the exercise price in cash. Instead, it
permitted payment to be made by reducing the number of Units,
250,000, otherwise issuable upon exercise of the option by the
number of Units having a fair market value on the date of
exercise equal to the gross exercise price of $1,250,000. He
purchased 121,794 Units net of the Units withheld. The option
exercised was a nonqualified stock option under the Internal
Revenue Code.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person purchased Units for investment.
The reporting person has no plans or proposals that relate to or
would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, except
the exercise of additional employee stock options;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's certificate of incorporation or
bylaws or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g) of the
Securities Exchange Act (the "Act"); or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Units beneficially owned by the
reporting person, identifying Units which there is a right to
acquire upon exercise of vested employee stock options, and the
percentage of the Units owned beneficially by the reporting
person are as follows:
Units
Under
Outstanding Vested Total %
Units Owned Options Number of Class
----------- ------- ------ --------
2,299,731 164,706 2,464,437 18.5
(b) The reporting person did not effect any transaction involving
Units during the last 60 days except as stated under ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(c) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, Units owned by the reporting person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Units purchased on November 18, 1999 by the reporting person
(see, ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION)
have been pledged to the Issuer to secure payment of a loan to
him by the Issuer to finance the income taxes incurred by him in
connection with the purchase. The loan made on November 18, 1999
was in the amount of $533,158. The loan extended on November 18,
1999 was consolidated with a previous loan extended to finance
income taxes incurred in connection with the reporting person's
exercise of an employee stock option on February 13, 1998. The
consolidated loan has a principal amount of $2,416,437.52;
provides for interest at the prime rate; has a term of four years
and provides for full recourse.
The reporting person's promissory note is incorporated herein by
reference to Exhibit No. 1 hereto. A total of 899,719 Units has
been pledged by the reporting person to secure payment of the
consolidated note.
The Employment Agreement, dated November 20, 1998, between the
Issuer and the reporting person contains provisions that
accelerate the exercisability of unvested employee stock options
in the event of termination without cause, as defined in the
Employment Agreement. In the event of termination without cause,
unvested employee stock options to purchase 185,294 Units will
become fully exercisable immediately. The Employment Agreement
and the stock option agreements also provide for the acceleration
of unvested options in the event of a change of control of the
Issuer, as defined therein.
The Employment Agreement is incorporated herein by reference to
Exhibit No. 2 hereto.
ITEM 7. MATERIAL FILED AS EXHIBITS.
1. Promissory Note from Raphael Benaroya to the Issuer dated
November 18, 1999.
2. Employment Agreement, dated November 20, 1998, between the
Issuer and Raphael Benaroya (filed on December 2, 1998).
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the Statement on
Schedule 13D Amendment No. 9 is true, complete and correct.
Name Date
---- ----
RAPHAEL BENAROYA November 23, 1999
---------------------------
Raphael Benaroya
Attention: Intentional misstatement or omissions of fact constitute
federal criminal violations (see U.S.C. 1001).
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1. Promissory Note from Raphael Benaroya to the Issuer
dated November 18, 1999.
2. Employment Agreement, dated November 20, 1998,
between the Issuer and Raphael Benaroya (filed on
December 2, 1998).
CONSOLIDATED NOTE
$2,416,437.52 November 18, 1999
FOR VALUE RECEIVED, RAPHAEL BENAROYA (the "Maker"), promises to pay to
the order of UNITED RETAIL GROUP, INC., a Delaware corporation (the
"Payee"), at the office of the Payee or at such other place as may be
designated in writing by the holder of this Note, the principal sum of Two
Million Four Hundred Sixteen Thousand Four Hundred Thirty-Seven and 52/100
dollars ($2,416,437.52) four years from the date set forth above. Both the
maker and the Payee maintain offices at 365 West Passaic Street, Rochelle
Park, New Jersey 07662.
Interest on the outstanding balance of principal from the date
hereof is payable on each anniversary of the date set forth above and at
maturity at a rate per annum ("Interest Rate") equal to the Prime Rate (as
hereinafter defined).
"Prime Rate" means the prime commercial lending rate of The Chase
Manhattan Bank announced to be in effect from time to time. (The Prime Rate
is not necessarily the lowest rate charged by The Chase Manhattan Bank for
commercial or other types of loans, it being understood that the Prime Rate
is only one of the bases for computing interest on loans made by The Chase
Manhattan Bank.)
In the event of any change in the Prime Rate, the Interest Rate
shall be adjusted on and as of the effective date of any change in Prime
Rate provided that in no event shall such rate exceed the maximum rate of
interest permitted by law. Interest shall be calculated on the basis of a
360-day year for the actual number of days involved.
The Maker shall have the right to prepay this Note in whole at any
time, or in part from time to time, without premium or penalty, but with
accrued interest on the amount being prepaid to the date of such
prepayment.
This Note replaces and supersedes the Maker's note to the order of
the Payee, dated February 13, 1998, in the original principal amount of
$2,050,699.00.
The Maker represents that:
(a) there are no actions, suits or proceedings pending, or to the
knowledge of the Maker threatened, against or affecting the Maker which
could have an adverse effect on the ability of the Maker to honor his
obligations hereunder, or involving the validity or enforceability of this
Note, at law or in equity; the Maker, to the best of his knowledge after
due investigation, is not in default or in violation with respect to, or
operating under or subject to, any order, writ, injunction, decree or
demand of any court, it being understood that the existence of any such
suit or proceeding which in the judgment of the Payee would have an adverse
impact on the ability of the Maker to honor his obligations hereunder shall
be a default hereunder;
(b) the consummation of the transactions hereby contemplated and
performance of this Note will not result in any breach of, or constitute a
default under, any mortgage, deed of trust, lease, bank loan or credit
agreement, partnership agreement, or other agreement or instrument to which
the Maker is a party or by which he may be bound or affected;
(c) there is no default on the part of the Maker under or with
respect to this Note and no event has occurred and is continuing which with
the giving of notice or the passage of time or both would constitute a
default hereof;
(d) the Maker is not insolvent and will not be rendered insolvent
by execution of this Note or consummation of the transaction contemplated
thereby;
(e) the Maker has no offsets, defenses or counterclaims to the
enforcement of this Note and this Note is enforceable against the Maker in
accordance with its terms; and
(f) this Note constitutes the valid and binding obligation of the
Maker and is enforceable against the Maker in accordance with its terms.
On the second anniversary of the date set forth above, the Payee
shall have the right upon 10 days' prior written notice to require the
prepayment of one-half of the then outstanding balance of principal.
No failure on the part of the Payee to exercise, and no delay in
exercising, any right, remedy or power hereunder or under any other
document or agreement executed in connection herewith shall operate as a
waiver thereof, nor shall any single or partial exercise by the Payee of
any right, remedy or power hereunder or under any other document or
agreement executed in connection herewith preclude any other or future
exercise of any other right, remedy or power.
Each and every right, remedy and power hereby granted to the Payee
or allowed it by law or other agreement shall be cumulative and not
exclusive and may be exercised by the Payee from time to time.
If any payment on this Note becomes due and payable on a Saturday,
Sunday or public holiday under the laws of the State of New Jersey, the
maturity thereof shall be extended to the next day.
Payment of this Note shall be secured by a Pledge Agreement in the
form attached hereto, which the Maker shall execute and deliver to the
Payee within 10 business days after the date set forth above.
In the event that the Payee, in enforcing its rights hereunder,
determines that charges and fees incurred in connection with the Note may,
under the applicable laws relative to usury, cause the interest rate herein
to exceed the maximum rate allowed by law, then such interest shall be
recalculated and any excess over the maximum interest permitted by said
laws shall be credited to the then outstanding principal balance to reduce
said balance by that amount. It is the intent of the parties hereto that
the Maker, under no circumstances, shall be required to pay, nor shall the
Payee be entitled to collect, any interest which is in excess of the
maximum legal rate permitted under the applicable laws relative to usury.
This Note may not be changed or modified orally, nor may any right
or provision hereof be waived orally, but in each instance only by an
instrument in writing signed by the holder of this Note, in the case of the
Payee, by its Chief Administrative Officer.
The Maker agrees that in the event that any interest due hereunder
shall become overdue for a period in excess of fifteen (15) days, a late
charge of two cents ($0.02) for each dollar ($1.00) so overdue shall be
charged by the Payee for the purpose of defraying the expense incident to
handling such delinquent payment, which the Maker agrees to pay.
Presentment for payment, notice of dishonor, protest and notice of
protest and all other demands and notices in connection with the delivery,
performance and enforcement of this Note are hereby waived.
If this Note shall be collected by legal proceedings or through any
civil court or shall be referred to any attorney because of any default,
the Maker agrees to pay a reasonable sum for attorney's fees and expenses.
This Note shall be construed, enforced, and governed by the laws of
the State of New Jersey, without regard to principles of conflicts of laws.
RAPHAEL BENAROYA
-----------------------
RAPHAEL BENAROYA
DRAFT
PLEDGE AND SECURITY AGREEMENT
PLEDGE AND SECURITY AGREEMENT (the "Agreement"), dated as of November
18, 1999, made by RAPHAEL BENAROYA (together with his heirs and personal
representatives the "Pledgor") to UNITED RETAIL GROUP, INC. (together with
its assigns and successors in interest, the "Payee") in its capacity as
payee of the Note to its order in the principal amount of $2,416,437.52, of
even date herewith, made by Pledgor (as amended from time to time, the
"Note"). Both the Pledgor and the Payee maintain offices at 365 West
Passaic Street, Rochelle Park, New Jersey 07663.
1. Pledge. As collateral security for the prompt payment of any and
all obligations and liabilities of the Pledgor to the Payee, now existing
or hereafter incurred under and pursuant to the terms of the Note (the
"Obligations") and in consideration thereof, the Pledgor hereby pledges,
assigns, hypothecates, transfers and delivers to the Payee stock
certificate nos. C0314, C0315, C0316, C0317, C0318, C0319, C0320, C0321,
each representing 100,000 units, each consisting of one share of Common
Stock, $.001 par value per share, of United Retail Group, Inc. and one
right to purchase one one-hundredth of a share of its Preferred Stock,
$.001 par value per share (a "Unit"), and stock certificate no. ________,
representing 99,719 Units, together with any payments of interest,
dividends or any other distributions in respect thereof and all proceeds
thereof (the "Collateral").
2. Dividends, Distributions, etc. If, while this Agreement is in
effect, the Pledgor shall become entitled to receive or shall receive: (i)
any dividends or other distributions in respect of the Collateral
including, without limitation, stock or rights certificates; (ii) any
certificate, stock option or right, whether as an addition to, in
substitution of, or in exchange for any portion of any Collateral, (iii)
any sums paid or property distributed upon or in respect of any Collateral
upon the liquidation or dissolution of any issuer; (iv) any sums paid in
connection with a reduction of capital, capital surplus or paid - in
surplus; or (v) any other type of distribution, the Pledgor agrees to
accept the same as agent for the Payee and to hold the same in trust on
behalf of and for the benefit of the Payee and to deliver the same
forthwith to the Payee in the exact form received, with the indorsement of
the Pledgor when necessary, as additional collateral security for the
Obligations.
3. Voting Rights. The Pledgor shall be entitled to exercise or
refrain from exercising any and all voting and other consensual rights
pertaining to the Collateral or any part thereof for any purpose not
inconsistent with the terms of this Agreement; provided, however, that upon
the occurrence and continuance of a default or an event of default under
the Obligations the Pledgor's entitlement to all such rights shall cease
and the Payee shall thereupon have the sole right to exercise such voting
and other consensual rights.
4. Rights of the Payee. The Payee shall not be liable for failure
to collect or realize upon the Obligations or the Collateral, or any part
thereof, or for any delay in so doing, nor shall the Payee be under any
obligation to take any action whatsoever with regard thereto. All or any
part of the Collateral may be registered in the name of the Payee or a
nominee of the Payee. The Payee may, upon (i) failure by the Pledgor to
make any payment due under or in connection with the Obligations or (ii)
any failure of the Pledgor to comply with the terms and conditions of this
Agreement thereafter exercise any and all of the rights of an owner of the
Collateral as if it were the absolute owner thereof, all without liability
except to account for property actually received by it, but the Payee shall
not have any duty to exercise any of the aforesaid rights, privileges or
options and shall not be responsible for any failure to so do or delay in
so doing. The Pledgor hereby authorizes the Payee to take all actions
necessary to effectuate this Agreement as his attorney-in-fact and to
execute any and all documents, with or without designation of the Payee's
signing capacity, on behalf of the Pledgor in connection with all
activities contemplated by this Agreement, including, without limitation,
to receive, indorse and collect all instruments made payable to the Pledgor
representing any dividend, interest payment or other distribution in
respect to the Collateral or any part thereof and to give full discharge
for the same.
5. Remedies. In the event that any portion of the Obligations shall
have become or been declared due and payable or if the Pledgor violates any
provision of this Agreement, the Payee, without demand or performance or
other demand, advertisement or notice of any kind (except the notice
specified below of time and place of public or private sale) to or upon the
Pledgor or any other person (all and each of which demands, advertisements
and/or notices are hereby expressly waived), may forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase,
contract to sell or otherwise dispose of and deliver said Collateral, or
any part thereof, in one or more parcels at public or private sale or
sales, on the NASDAQ National Market System or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of
any credit risk, with the right of the Payee upon any such sale or sales,
pubic or private, to purchase the whole or any part of said Collateral so
sold, free of any right or equity of redemption in the Pledgor, which right
or equity is hereby expressly waived or released. The Payee shall apply the
net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all reasonable costs and expenses of
any kind incurred in connection therewith or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way
relating to the rights of the Payee hereunder, including reasonable
attorney's fees and legal expenses, to the payment, in whole or in part, of
the Obligations, in such order as the Payee, in its sole discretion may
determine (the Pledgor remaining liable for any deficiency remaining unpaid
after such application), and only after so applying such net proceeds and
after the payment by the Payee of any other amount required by any
provision of law, including, without limitation, Section 9-504(1)(c) of the
Uniform Commercial Code, need the Payee account for the surplus, if any, to
the Pledgor. The Pledgor agrees that the Payee need not give more than ten
days notice of the time and place of any public sale or of the time after
which a private sale or other intended disposition is to take place and
that such notice is reasonable notification of such matters. In addition to
the rights and remedies granted to it in this Agreement, the Payee shall
have all the rights and remedies of a secured party under the Uniform
Commercial Code. The Pledgor further agrees to waive and agree not to
assert any rights or privileges which the Pledgor may acquire under Section
9-112 of the Uniform Commercial Code.
6. Representations, Warranties and Covenants of the Pledgor. The
Pledgor represents and warrants that (a) the Pledgor is the legal, record
and beneficial owner of, and has good and marketable title to, the
Collateral, subject to no pledge, lien, mortgage, hypothecation, security
interest, charge, option or other encumbrance whatsoever, except the lien
and security interest created by this Agreement; (b) the Pledgor has full
power, authority and legal right to pledge all the Collateral pursuant to
this Agreement; and (c) the pledge, assignment, hypothecation, transfer and
delivery of the Collateral pursuant to this Agreement creates a valid first
lien on and a fully perfected first priority security interest in the
Collateral, and the proceeds thereof, subject to no prior pledge, lien,
mortgage, hypothecation, security interest, charge, option or encumbrance
or to any agreement purporting to grant to any third party a security
interest in the Collateral except as set forth in clause (a) of this
paragraph 6. The Pledgor covenants and agrees that the Pledgor will defend
the right, title and security interest of the Payee in and to the
Collateral and the proceeds thereof against the claims and demands of all
persons whomsoever.
7. No Disposition, etc. The Pledgor agrees that the Pledgor will
not, without the prior written consent of the Payee, sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with
respect to, the Collateral, nor will the Pledgor create, incur or permit to
exist any pledge, lien, mortgage, hypothecation, security interest, charge,
option or any other encumbrance with respect to any of the Collateral, or
any interest therein, or any proceeds thereof, except for the lien and
security interest provided for by this Agreement as set forth in clause (a)
of paragraph 6 hereof.
8. Limitation on the Payee's Duty in Respect of the Collateral.
Beyond the use of reasonable care in the custody thereof, the Payee shall
not have any duty as to the Collateral in its possession or control or in
the possession or control of any agent or nominee of the Payee or any
income therefrom or as to the preservation of rights against prior parties
or any other rights pertaining thereto.
9. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
10. No waiver; Cumulative Remedies. The Payee shall not, by any
act, delay, omission or otherwise, be deemed to have waived any of its
rights or remedies hereunder and no waiver shall be valid unless in writing
and signed by the Chief Administrative Officer of the Payee, and then only
to the extent therein set forth. A waiver by the Payee of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Payee would otherwise have on any future
occasion. No failure to exercise nor any delay in exercising, on the part
of the Payee, any right, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or future exercise thereof
or the exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights or remedies provided by
law.
11. Amendments. None of the terms or provisions of this Agreement
may be altered, modified or amended except by an instrument in writing,
duly executed by the Pledgor and the Chief Administrative Officer of the
Payee.
12. Notices. All notices, requests and other communications
provided for hereunder shall be in writing and shall be deemed to have been
duly given or made when delivered by hand, or if sent by certified mail,
three days after the day on which mailed, or, in the case of facsimile
transmission, when answerback received, or, in the case of an overnight
courier service, one business day after delivery to such courier service,
addressed as set forth above, or to such other address as may be hereafter
notified by the respective parties hereto, in the case of the Payee to the
attention of its Chief Administrative Officer.
IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be
duly executed and delivered, on the day and year first above written.
-----------------------------
Raphael Benaroya
