Exhibit 4.3 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Amendment") is dated as of March 13, 2001, among MCM CAPITAL GROUP, INC., a Delaware corporation ("Company"). C.P. INTERNATIONAL INVESTMENTS LIMITED, a Bahamian company (together with its Affiliated Stockholders, "CPII"). CTW FUNDING, LLC, a Delaware limited liability company ("CTW"), and the MCM Holding Distributees Majority (together with each of the persons whose names are listed on Schedule A hereto and their respective Affiliated Stockholders, if any, the "MCM Holding Distributees"). FACTUAL BACKGROUND A. Under the Credit and Security Agreement dated as of October 31, 2000 (the "Credit Agreement"). CTW agreed to make available to Midland Credit Management, Inc., a Kansas corporation ("Midland") a revolving credit facility upon the terms and conditions set forth therein. B. To induce CTW to enter into the Credit Agreement, Company and CTW entered into the Warrant Agreement dated as of October 31, 2000 (the "Warrant Agreement") by and between Company and CTW. C. To induce CTW to enter into the First Amendment to Credit Agreement, dated as of March 13, 2001 (the "Credit Amendment"), among Midland, CTW, Company and Midland Acquisition Corporation, Company has agreed (i) to issue to CTW, warrants to purchase up to an additional 200,000 shares of Common Stock; 50,000 to be issued on the date of each Renewal Notice (as defined in the Credit Amendment) and (ii) to grant certain registration rights to CTW with respect to the Common Stock underlying the Warrants. D. The parties to this Amendment are parties to that certain Amended and Restated Registration Rights Agreement, dated as of October 31, 2000 (the "Registration Rights Agreement"), and it is a condition of the execution and delivery by CTW of the Credit Amendment that the Company enter into this Amendment. (Capitalized terms used herein without definition have the meanings given to them in the Registration Rights Agreement.) AGREEMENT Therefore, the parties hereto agree as follows: 1. Modification of Registration Rights Agreement. The Registration Rights Agreement is hereby amended as follows: (a) Warrant Agreement. Section 11 of the Registration Rights Agreement is hereby amended by adding the following definition: "Warrant Agreement" means, notwithstanding the definition contained in the Recitals of this Agreement, that certain Warrant Agreement, dated October 31, 2000 between the Company and CTW, as amended, supplemented or otherwise modified from time to time. 1
(b) Warrants. The definition of 'Warrants" in Section 11 is hereby amended by replacing such definition with the following definition: "Warrants" means, notwithstanding the definition contained in the Recitals of this Agreement, the warrants to purchase Common Stock issued by the Company to CTW pursuant to the Warrant Agreement. 2. Incorporation. This Amendment shall form a part of the Registration Rights Agreement, and all references hereafter to the Registration Rights Agreement in any document executed in connection with the Registration Rights Agreement shall mean the Registration Rights Agreement as hereby modified. 3. No Impairment. Except as specifically hereby amended, the Registration Rights Agreement shall remain unaffected by this Amendment and shall remain in full force and effect. 4. Integration. The Registration Rights Agreement and this Amendment: (a) integrate all the terms and conditions mentioned in or incidental to the Registration Rights Agreement and this Amendment; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict between the terms, conditions and provisions of this Amendment and those of any other agreement or instrument, including any of the Loan Documents (as defined in the Credit Agreement), the terms, conditions and provisions of this Amendment shall prevail. 5. Miscellaneous. This Amendment and any attached consents or exhibits requiring signatures may be executed in counterparts, and all counterparts shall constitute but one and the same document. If any court of competent jurisdiction determines any provision of this Amendment or the Registration Rights Agreement to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of this Amendment or the Registration Rights Agreement. As used here, the word "include(s)" means "includes(s), without limitation," and the word "including" means "including, but not limited to." 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. [Balance of page intentionally left blank] 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. MCM CAPITAL GROUP, INC. By: /s/ Timothy W. Moser Name: Timothy W. Moser Title: Executive Vice President CTW FUNDING, LLC By: /s/ Brian L. Schorr Name: Brian L. Schorr Title: Manager MCM HOLDING DISTRIBUTEES MAJORITY Triarc Companies, Inc. By: /s/ John L. Barnes, Jr. Name: John L. Barnes, Jr. Title: Executive Vice President By: /s/____Nelson Peltz______________ Name: Nelson Peltz By: /s/____Peter W. May_____________ Name: Peter W. May C.P. INTERNATIONAL INVESTMENTS LIMITED By: /s/ David John Barnett Name: David John Barnett Title: Director 3
SCHEDULE A MCM HOLDING DISTRIBUTEES Madison West Associates Corp. Nelson Peltz Children's Trust Jonathan P. May 1998 Trust Leslie A. May 1998 Trust Eric D. Kogan Edward Garden John L. Barnes, Jr. JPAH Holdings, LLC Brian L. Schorr Stuart 1. Rosen James A. Knight Alex Lemond 4