AGREEMENT OF SUBSTITUTION AND AMENDMENT OF RIGHTS AGREEMENT
Exhibit 4.5
RIGHTS
AGREEMENT
This Agreement of Substitution and
Amendment is entered into as of July 7, 2008, by and between Krispy Kreme
Doughnuts, Inc., a North Carolina corporation (the “Company”) and American Stock
Transfer & Trust Company, a New York limited liability trust company
(“AST”).
RECITALS
A.
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On
or about January 18, 2000, the Company entered into a Rights Agreement
(the “Rights Agreement”) with Branch Banking and Trust Company (the
“Predecessor Agent”) as rights
agent.
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B.
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The
Company wishes to amend Section 21 of the Rights Agreement to allow the
successor Rights Agent to have a principal office in the States of New
York or North Carolina, rather than just North
Carolina.
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C.
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The
Company wishes to remove the Predecessor Agent and substitute AST as
rights agent pursuant to Section 21 of the Rights
Agreement.
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D.
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The
Company has given the Predecessor Agent notice of removal of the
Predecessor Agent as rights agent.
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AGREEMENT
NOW THEREFORE, in consideration of the
foregoing and of other consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
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Section
21 of the Rights Agreement is hereby amended to replace the statement
“having a principal office in the State of North Carolina” with “having a
principal office in the States of New York or North
Carolina.”
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2.
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The
Company hereby appoints AST as rights agent pursuant to Section 21 of the
Rights Agreement, to serve in that capacity for the consideration and
subject to all of the terms and conditions of the Rights
Agreement.
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3.
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AST
hereby accepts the appointment as rights agent pursuant to Section 21 of
the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and
considerations of the Rights
Agreement.
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4.
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From
and after the effective date hereof, each and every reference in the
Rights Agreement to a “Rights Agent” shall be deemed to be a reference to
AST.
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5.
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Except
as expressly modified herein, the Rights Agreement shall remain in full
force and effect.
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6.
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The
Agreement of Substitution and Amendment may be executed in one or more
counterparts, each of which shall together constitute one and the same
document.
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IN
WITNESS HEREOF, the parties have caused this Agreement to be duly executed as of
the date indicated above.
KRISPY
KREME DOUGHNUTS, INC.
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By:
/s/ Xxxxxxx X.
Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Chief Financial Officer
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AMERICAN
STOCK TRANSFER & TRUST COMPANY
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By:
/s/ Xxxxxxx X.
Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Senior Vice
President
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