Exhibit 2
FIRST AMENDMENT
First Amendment (this "Amendment"), dated May 17, 1999,
between Marketing Services Group, Inc., a Nevada corporation ("Company"), and
General Electric Capital Corporation ("GE Capital"), a New York corporation.
W I T N E S S E T H:
WHEREAS, Company issued a warrant, dated December 24, 1997, to
purchase shares of common stock, par value $.01 per share, of Company (the
"Common Stock") to GE Capital (the "Original Warrant"); and
WHEREAS, Company and GE Capital entered into a Registration
Rights Agreement, dated as of December 24, 1997 (the "Registration Rights
Agreement"); and
WHEREAS, Company is issuing a warrant, dated the date hereof,
to purchase shares of Common Stock to GE Capital (the "New Warrant"); and
WHEREAS, Company and GE Capital desire to amend the terms of
each of the Original Warrant and the Registration Rights Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises hereinafter
contained, it is agreed as follows:
1. Amendment of Original Warrant. The Original Warrant is
hereby amended as follows:
(a) Section 4.1(b) of the Original Warrant is hereby deleted
in its entirety and replaced with the following:
"(b) Notwithstanding the foregoing, if Company
consummates a Qualified Secondary Offering pursuant to which GE Capital
has the ability to sell at least 1,766,245 shares of Common Stock on or
before December 31, 1999, this Warrant shall be cancelled upon such
consummation."
2. Amendment of Registration Rights Agreement. The
Registration Rights Agreement is hereby amended so that the term "Warrant", as
used therein, is deemed to refer to the Original Warrant, as amended hereby, and
the New Warrant, collectively.
3. Full Force and Effect. Except as specifically amended
hereby, all of the terms and provisions of each of the Original Warrant and the
Registration Rights Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall be deemed to be one and the same instrument.
NY2:\521989\01\B6RP01!.DOC\47660.1420
IN WITNESS WHEREOF, Company and GE Capital have executed this
Amendment as of the day and year first above written.
MARKETING SERVICES GROUP, INC.
By:
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
Title:
2
