EXHIBIT 4.3

AGREEMENT OF SUBSTITUTION AND AMENDMENT
OF 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. |  | 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.                        
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|B. |  | 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.
|  
|C. |  | The Company wishes to remove the
      Predecessor Agent and substitute AST as rights agent pursuant to Section
      21 of the Rights Agreement.                                                                            
|  
|D. |  | The Company has given the
      Predecessor Agent notice of removal of the Predecessor Agent as rights
      agent.                                                                                                          

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. |  | 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.                  
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | 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.                 
|  
|3. |  | 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.
|  
|4. |  | 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.                                                                                      
|  
|5. |  | Except as expressly modified herein, the Rights
      Agreement shall remain in full force and effect.                                                                                                                                                    
|  
|6. |  | 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.

|By: | /s/ Douglas R. Muir                  | 
|--- | ------------------------------------ | 
|    | Name: Douglas
      R. Muir         
|    | Title:
      Chief Financial Officer

AMERICAN STOCK TRANSFER & TRUST
COMPANY



|By: | /s/ Kenneth E. Staab               | 
|--- | ---------------------------------- | 
|    | Name: Kenneth
      E. Staab      
|    | Title:
      Senior Vice President

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