Exhibit 10.2


    Exhibit
      10.2

    


    EXECUTION
      COPY

    


    


    AMENDMENT
      NO. 7 TO SECOND LIEN CREDIT AGREEMENT dated as of October 30, 2006 (this
“Amendment
      Agreement”)
      among
      KRISPY KREME DOUGHNUT CORPORATION, a North Carolina corporation (the
“Borrower”),
      the
      GUARANTORS (as defined in the Credit Agreement referred to below) signatory
      hereto and the LENDERS (as defined in the Credit Agreement referred to below)
      signatory hereto.

     

    PRELIMINARY
      STATEMENTS

     

    WHEREAS,
      the Borrower is party to a Second Lien Credit Agreement dated as of April 1,
      2005 (as amended, amended and restated, supplemented or otherwise modified
      through the date hereof, the “Credit
      Agreement”)
      among
      the Borrower, the Parent Guarantor, the Subsidiary Guarantors, the Lenders,
      and
      Credit Suisse (formerly known as Credit Suisse First Boston), as Administrative
      Agent, Paying Agent, Fronting Bank, and Collateral Agent.

     

    WHEREAS,
      the Borrower has requested that the Required Lenders agree to amend certain
      provisions of the Credit Agreement, and the Required Lenders have agreed,
      subject to the terms and conditions hereinafter set forth to such
      amendment.

     

    Accordingly,
      in consideration of the premises and for other good and valuable consideration,
      the sufficiency and receipt of all of which are hereby acknowledged, the parties
      hereto hereby agree as follows:

     

    SECTION 1.
      Defined
      Terms.
      Capitalized terms used but not herein shall be used herein as defined in the
      Credit Agreement.

     

    SECTION 2.
      Amendment.
      As of
      the Amendment Effective Date:

     

    (a) Section
      6.01(a) is amended by deleting the following language therein:

     

    “(setting
      forth in a footnote or in a financial schedule thereto consolidating balance
      sheets and related statements of operations and cash flows for the
      Parent
      Guarantor, the Borrower, Freedom Rings, LLC, the other Consolidated Subsidiaries
      that are Guarantors and the Consolidated Subsidiaries that are not Guarantors;
      provided
      that if
      the separate listing of Freedom Rings, LLC is not acceptable to
      PricewaterhouseCoopers LLP (or other independent public accountants of
      recognized national standing of the Borrower), then Freedom Rings, LLC will
      be
      included with the other Consolidated Subsidiaries that are
      Guarantors)”

     

    (b) Sections
      6.01(b)(ii) and (c)(ii) are hereby amended by deleting the following language
      therein:

     

    “(setting
      forth in a footnote or in a financial schedule thereto consolidating balance
      sheets and related statements of operations and cash flows in the same
      presentation as for the information presented pursuant to Section
      5.01(a))”

     

    (c) The
      table
      in Section 7.09(a) of the Credit Agreement is amended to read as
      follows:

     


    
      
         

      

      
         

        
          

        

      

      
        2

      

    


    


     

    
      	
              Period

               

            	 	
              Ratio

               

            
	
              Second,
                Third and Fourth Fiscal Quarters of 2006 Fiscal Year 

               

            	 	
              4.50
                to 1.00

               

            
	
              First
                Fiscal Quarter of 2007 Fiscal Year 

               

            	 	
              5.40
                to 1.00

               

            
	
              Second
                Fiscal Quarter of 2007 Fiscal Year 

               

            	 	
              5.00
                to 1.00

               

            
	
              Third
                Fiscal Quarter of 2007 Fiscal Year

               

            	 	
              4.80
                to 1.00

               

            
	
              Fourth
                Fiscal Quarter of 2007 Fiscal Year

               

            	 	
              4.70
                to 1.00

               

            
	
              First
                Fiscal Quarter of 2008 Fiscal Year 

               

            	 	
              4.40
                to 1.00

               

            
	
              Second
                Fiscal Quarter of 2008 Fiscal Year 

               

            	 	
              4.45
                to 1.00

               

            
	
              Third
                Fiscal Quarter of 2008 Fiscal Year

               

            	 	
              4.35
                to 1.00

               

            
	
              Fourth
                Fiscal Quarter of 2008 Fiscal Year

               

            	 	
              4.25
                to 1.00

               

            
	
              First
                Fiscal Quarter of 2009 Fiscal Year and Thereafter

               

            	 	
              3.70
                to 1.00

               

            


    

    


     

    (d) The
      table
      in Section 7.09(b) of the Credit Agreement is amended to read as
      follows:

     


    
      
         

      

      
         

        
          

        

      

      
        3

      

    


    


     

    
      	
              Period

               

            	 	
              Ratio

               

            
	
              Second
                and Third Fiscal Quarters of 2006 Fiscal Year 

               

            	 	
              3.15
                to 1.00

               

            
	
              Fourth
                Fiscal Quarter of 2006 Fiscal Year

               

            	 	
              2.50
                to 1.00

               

            
	
              First
                Fiscal Quarter of 2007 Fiscal Year 

               

            	 	
              2.10
                to 1.00

               

            
	
              Second
                Fiscal Quarter of 2007 Fiscal Year 

               

            	 	
              2.05
                to 1.00

               

            
	
              Third
                Fiscal Quarter of 2007 Fiscal Year

               

            	 	
              2.05
                to 1.00

               

            
	
              Fourth
                Fiscal Quarter of 2007 Fiscal Year

               

            	 	
              2.05
                to 1.00

               

            
	
              First
                Fiscal Quarter of 2008 Fiscal Year 

               

            	 	
              2.20
                to 1.00

               

            
	
              Second
                Fiscal Quarter of 2008 Fiscal Year 

               

            	 	
              2.25
                to 1.00

               

            
	
              Third
                Fiscal Quarter of 2008 Fiscal Year

               

            	 	
              2.30
                to 1.00

               

            
	
              Fourth
                Fiscal Quarter of 2008 Fiscal Year

               

            	 	
              2.30
                to 1.00

               

            
	
              First
                Fiscal Quarter of 2009 Fiscal Year and Thereafter

               

            	 	
              3.40
                to 1.00

               

            


    

    


     

    SECTION 3.
      Representations
      and Warranties.
      The
      Borrower hereby represents and warrants to the undersigned Lenders that (a)
      the
      representations and warranties of the Borrower and the Parent Guarantor set
      forth in the Credit Agreement, and of each Obligor in each of the other Loan
      Documents to which it is a party, is true and correct in all material respects
      on and as of the date hereof (except to the extent that any such representation
      or warranty expressly relates to an earlier date), with each reference therein
      to the Credit Agreement being deemed for purposes hereof to be a reference
      to
      the Credit Agreement as modified hereby and (b) no Default has occurred and
      is
      continuing.

     

    SECTION 4.
      Conditions
      to Effectiveness.
      The
      amendments set forth in Section 2 hereof shall become effective when, and only
      when, and as of the date (the “Amendment
      Effective Date”)
      on
      which:

     

    (a)
      the
      Administrative Agent shall have received counterparts of this Amendment
      Agreement executed by the Borrower, each of the Guarantors (other than Freedom
      Rings, LLC) and the Required Lenders;

     


    
      
         

      

      
         

        
          

        

      

      
        4

      

    


    


     

    (b)
      all
      the conditions to the effectiveness of the Amendment No. 7 to the First Lien
      Credit Agreement of even date herewith, substantially in the form heretofore
      delivered to the Lenders, shall have occurred other than the effectiveness
      of
      this Amendment Agreement; and

     

    (c) the
      Administrative Agent shall have received payment of all accrued fees and
      expenses of the Administrative Agent (including the reasonable and accrued
      fees
      of counsel to the Administrative Agent invoiced on or prior to the date
      hereof).

     

    SECTION 5.
      Reference
      to and Effect on the Financing Documents.

     

    (a)
       On
      and
      after the Amendment Effective Date, each reference in the Credit Agreement
      to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the
      Credit Agreement, and each reference in the other Loan Documents to “the Credit
      Agreement”, “thereunder”, “thereof”, or words of like import referring to the
      Credit Agreement shall mean and be a reference to the Credit Agreement as
      modified hereby.

     

    (b) The
      Credit
      Agreement and each of the other Loan Documents, as specifically modified by
      this
      Amendment Agreement, are and shall continue to be in full force and effect
      and
      are hereby in all respects ratified and confirmed.

     

    (c) The
      execution, delivery and effectiveness of this Amendment Agreement shall not,
      except as expressly provided herein, operate as a waiver of any right, power
      or
      remedy of the Credit Agreement or the other Loan Documents, nor constitute
      a
      waiver of any provision of the Credit Agreement or the other Loan
      Documents.

     

    SECTION
      6.
Fees.
      The
      Borrower shall pay to the Administrative Agent for the account of each Lender
      that executes and delivers to the Administrative Agent a counterpart of this
      Amendment Agreement on or before 12:00 noon (New York time) on October 30,
      2006
      an amendment fee equal to 0.125% of the Commitment of such Lender, such fee
      to
      be payable (i) in the case of Lenders that execute and deliver this Amendment
      Agreement on or before the Amendment Effective Date, on the Amendment Effective
      Date and (ii) in the case of all other Lenders entitled to receive such fee,
      not
      later than October 30, 2006.

     

    SECTION 7.
      Affirmation
      of Guarantors.
      Each
      Guarantor signatory hereto hereby consents to the amendments to the Credit
      Agreement effected hereby, and hereby confirms and agrees that, notwithstanding
      the effectiveness of the amendments set forth in Section 2 hereof (and
      notwithstanding the failure of Freedom Rings, LLC to be a party hereto), the
      obligations of such Guarantor contained in Article III of the Credit
      Agreement or in any other Loan Documents to which it is a party are, and shall
      remain, in full force and effect and are hereby ratified and confirmed in all
      respects, except that, on and after the effectiveness of such amendments, each
      reference in Article III of the Credit Agreement and in each of the other
      Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of
      like import shall mean and be a reference to the Credit Agreement as modified
      by
      this Amendment Agreement.

     

    SECTION 8.
      GOVERNING
      LAW.
      THIS
      AMENDMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
      LAWS OF THE STATE OF NEW YORK.

     

    SECTION 9.
      Execution
      in Counterparts.
      This
      Amendment Agreement may be executed by one or more of the parties to this
      Amendment Agreement on any number of separate counterparts, and 

     


    
      
         

      

      
         

        
          

        

      

      
        5

      

    


    all
      of
      said counterparts taken together shall be deemed to constitute one and the
      same
      instrument. Delivery of an executed counterpart of a signature page to this
      Amendment Agreement by telecopier shall be effective as delivery of a manually
      executed counterpart of this Amendment Agreement.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Amendment Agreement to be duly
      executed and delivered by their respective proper and duly authorized officers
      as of the day and year first above written.

     

    KRISPY
      KREME DOUGHNUT CORPORATION

     

    By:
      /s/
      Michael C. Phalen

     Name:
      Michael C. Phalen

     Title:
      CFO

     

    GUARANTORS:

     

    KRISPY
      KREME DOUGHNUTS, INC.

     

    KRISPY
      KREME DISTRIBUTING COMPANY, 
INCORPORATED

     

    KRISPY
      KREME MOBILE STORE COMPANY

     

    KRISPY
      KREME CANADA, INC.

     

    HD
      CAPITAL
      CORPORATION

     

    HDN
      DEVELOPMENT CORPORATION

     

    KRISPY
      KREME BRAND FUND CORPORATION

     

    KK
      CANADA
      HOLDINGS, INC.

     

    NORTHEAST
      DOUGHNUTS, LLC

     

    KRISPY
      KREME MANAGEMENT I, LLC

     

    KRISPY
      KREME MANAGEMENT II, LLC

     

    KRISPY
      KREME MANAGEMENT III, LLC

     

    GOLDEN
      GATE DOUGHNUTS, LLC

     

    
      	 	 	
              By:

            	
              KRISPY
                KREME DOUGHNUT CORPORATION, an 
authorized
                Member

            


    

     

    PANHANDLE
      DOUGHNUTS, LLC

     

    
      	 	 	
              By:

            	
              KRISPY
                KREME DOUGHNUT CORPORATION, an 
authorized
                Member

            


    

     

    NORTH
      TEXAS DOUGHNUTS, L.P.

     

    
      	 	 	
              By:

            	
              KRISPY
                KREME DOUGHNUT CORPORATION, its
General
                Partner

            


    

     

    By:
      /s/
      Michael C. Phalen

     Name:
      Michael C. Phalen

     Title:
      Authorized Officer

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    LENDER

     

    Consent
      of
      Required Lenders Received