AMENDMENT NUMBER 1 TO
RIGHTS AGREEMENT
This Amendment, made this 28th day of February, 1997
between ▇▇▇▇▇▇▇▇ Fresh Cooking, Inc., a Georgia corporation (the
"Company"), and SunTrust Bank, Atlanta, ("SunTrust"), amends that
certain Rights Agreement between the Company and AmSouth Bank of
Alabama, ("AmSouth") dated as of March 2, 1996 (the "Rights
Agreement").
W I T N E S S E T H
WHEREAS, pursuant to Section 21 of the Rights Agreement, the
Company has removed AmSouth as Rights Agent under the Rights
Agreement, effective as of March 17, 1997 (the "Effective Date");
and;
WHEREAS, the Company desires to appoint SunTrust, and
SunTrust desires to serve as, Successor Rights Agent under the
Rights Agreement, effective as of the Effective Date:
NOW, THEREFORE, in consideration of the premises contained
herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Appointment of Successor Rights Agent. The Company
hereby appoints SunTrust to serve as the Successor Rights Agent
under the Rights Agreement, to be effective as of the Effective
Date, and SunTrust hereby accepts such appointment.
2. Amendment of Rights Agreement. The Rights Agreement is
hereby amended effective as of the Effective Date such that all
references to the "Rights Agent" under the Rights Agreement shall
refer to SunTrust rather than AmSouth.
3. Undertakings. Each of the parties hereto agrees to
take any and all actions necessary to cause SunTrust to serve as
Rights Agent under the Rights Agreement, including, without
limitation, the Company sending notice, prior to the Effective
Date, to AmSouth and each transfer agent of the Company's stock
that SunTrust has been appointed Successor Rights Agent under the
Rights Agreement.
4. Continuation of Rights Agreement. Except as explicitly
amended above, the Rights Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Amendment as of the date first above written.
▇▇▇▇▇▇▇▇ FRESH COOKING, INC.
By:/s/ ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President
and General Counsel
SUNTRUST BANK, ATLANTA
By:/s/ ▇▇▇ ▇▇▇▇▇▇▇
Title: Trust Officer
