PLEDGE AND SECURITY AGREEMENT


    
THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 12th day of July, 2013 (this
“Agreement”), is made by KRISPY KREME DOUGHNUTS,
INC., a North Carolina corporation (the
“Parent”),
KRISPY KREME DOUGHNUT
CORPORATION, a North Carolina corporation
(the “Borrower”), and by each of the undersigned Subsidiaries of the Borrower and each
other Subsidiary that, after the date hereof, executes an instrument of
accession hereto substantially in the form of Exhibit C (a “Pledgor Accession”; the
undersigned and such other Subsidiaries, collectively, together with the Parent
and the Borrower, the “Pledgors”), in favor of
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent for the
Lenders party to the Credit Agreement referred to below (in such capacity, the
“Administrative Agent”), for the benefit of the Secured Parties (as hereinafter
defined). Except as otherwise provided herein, capitalized terms used herein
without definition have the meanings given to them in the Credit Agreement
referred to below. 

RECITALS 

    
A. The
Borrower, the Parent, the Lenders and the Administrative Agent are parties to a
Credit Agreement, dated as of July 12, 2013 (as amended, modified, restated or
supplemented from time to time, the “Credit
Agreement”), providing for the availability
of certain credit facilities to the Borrower upon the terms and subject to the
conditions set forth therein. 

    
B. As a
condition to the extension of credit to the Borrower under the Credit Agreement,
each of the Parent and each Subsidiary that is a party to this Agreement as of
the date hereof has entered into a Guaranty Agreement, dated as of the date
hereof (as amended, modified, restated or supplemented from time to time, the
“Guaranty”), pursuant to which the Parent and each such Subsidiary has guaranteed
to the Secured Parties the payment in full of the Obligations of the Borrower
under the Credit Agreement and the other Credit Documents. Additionally, certain
other Subsidiaries of the Borrower may from time to time after the date hereof
enter into the Guaranty, pursuant to which such Subsidiaries will guarantee to
the Secured Parties the payment in full of the Obligations of the Borrower under
the Credit Agreement and the other Credit Documents. 

    
C. It is a
further condition to the extension of credit to the Borrower under the Credit
Agreement that the Pledgors shall have agreed, by executing and delivering this
Agreement, to secure the payment in full of their respective obligations under
the Credit Agreement, the Guaranty and the other Credit Documents. The Secured
Parties are relying on this Agreement in their decision to extend credit to the
Borrower under the Credit Agreement, and would not enter into the Credit
Agreement without the execution and delivery of this Agreement by the Pledgors.


    
D. The
Pledgors will obtain benefits as a result of the extension of credit to the
Borrower under the Credit Agreement, which benefits are hereby acknowledged,
and, accordingly, desire to execute and deliver this Agreement. 








STATEMENT OF AGREEMENT


    
NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to induce the Secured Parties to enter into the Credit Agreement and to
induce the Lenders to extend credit to the Borrower thereunder, each Pledgor
hereby agrees as follows: 

ARTICLE I 

DEFINITIONS 

    
1.1 Defined Terms. The following terms
that are defined in the Uniform Commercial Code (as hereinafter defined) are
used in this Agreement as so defined (and, in the event any such term is defined
differently for purposes of Article 9 of the Uniform Commercial Code than for
any other purpose or purposes of the Uniform Commercial Code, the Article 9
definition shall govern): Account, As-Extracted Collateral, Chattel Paper,
Commercial Tort Claim, Commodity Account, Commodity Intermediary, Deposit
Accounts, Documents, Electronic Chattel Paper, Equipment, Fixtures, General
Intangibles, Goods, Instruments, Inventory, Investment Property,
Letter-of-Credit Rights, Record, Securities Account, Securities Intermediary,
Software, Supporting Obligations and Tangible Chattel Paper. In addition, the
following terms have the meanings set forth below: 

    
“Collateral” has the meaning given to such term in Section 2.1. 

    
“Collateral Accounts” has the meaning given to such term in Section 6.3. 

    
“Contracts” means, collectively, all rights of each Pledgor under all leases,
contracts and agreements to which such Pledgor is now or hereafter a party,
including, without limitation, all rights, privileges and powers under Ownership
Agreements and Licenses, together with any and all extensions, modifications,
amendments and renewals of such leases, contracts and agreements and all rights
of such Pledgor to receive moneys due or to become due thereunder or pursuant
thereto and to amend, modify, terminate or exercise rights under such leases,
contracts and agreements. 

    
“Copyright Collateral” means, collectively, all Copyrights and Copyright Licenses
to which any Pledgor is or hereafter becomes a party and all other General
Intangibles embodying, incorporating, evidencing or otherwise relating or
pertaining to any Copyright or Copyright License, in each case whether now owned
or existing or hereafter acquired or arising. 

    
“Copyright License” means any agreement now or hereafter in effect granting any
right to any third party under any Copyright now or hereafter owned by any
Pledgor or which any Pledgor otherwise has the right to license, or granting any
right to any Pledgor under any property of the type described in the definition
of Copyright herein now or hereafter owned by any third party, and all rights of
any Pledgor under any such agreement. 

    
“Copyrights” means, collectively, all of each Pledgor’s copyrights, copyright
registrations and applications for copyright registration, whether under the
laws of the United States or any other country or jurisdiction, including all
recordings, supplemental registrations and derivative or collective work
registrations, and all renewals and extensions thereof, in each case whether now
owned or existing or hereafter acquired or arising. 

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“Existing Joint Venture” means, collectively, the Joint Ventures of the Parent and
its Subsidiaries set forth on Schedule 5.7 to the Credit Agreement. 

    
“License” means any Copyright License, Patent License or Trademark License.


    
“Mobile Goods” means, collectively, all of each Pledgor’s motor vehicles,
tractors, trailers, aircraft, rolling stock and other like property, whether or
not the title thereto is governed by a certificate of title or ownership, in
each case whether now owned or existing or hereafter acquired. 

    
“Ownership Agreement” means any partnership agreement, joint venture agreement,
limited liability company operating agreement, stockholders agreement or other
agreement creating, governing or evidencing any such capital stock or equity
interests and to which any Pledgor is now or hereafter becomes a party, as any
such agreement may be amended, modified, supplemented, restated or replaced from
time to time. 

    
“Patent Collateral” means, collectively, all Patents and all Patent Licenses to
which any Pledgor is or hereafter becomes a party and all other General
Intangibles embodying, incorporating, evidencing or otherwise relating or
pertaining to any Patent or Patent License, in each case whether now owned or
existing or hereafter acquired or arising. 

    
“Patent License” means any agreement now or hereafter in effect granting to
any third party any right to make, use or sell any invention on which a Patent,
now or hereafter owned by any Pledgor or which any Pledgor otherwise has the
right to license, is in existence, or granting to any Pledgor any right to make,
use or sell any invention on which property of the type described in the
definition of Patent herein, now or hereafter owned by any third party, is in
existence, and all rights of any Pledgor under any such agreement. 

    
“Patents” means, collectively, all of each Pledgor’s letters patent, whether
under the laws of the United States or any other country or jurisdiction, all
recordings and registrations thereof and applications therefor, including,
without limitation, the inventions and improvements described therein, and all
reissues, continuations, divisions, renewals, extensions, substitutions and
continuations-in-part thereof, in each case whether now owned or existing or
hereafter acquired or arising. 

    
“Permitted Hedge
Agreement” means any Hedge Agreement that is
required or permitted by the Credit Agreement to be entered into by the
Borrower. 

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“Pledged Interests” means, collectively, (i) all of the issued and outstanding
shares, interests or other equivalents of capital stock of each Person that is a
direct Subsidiary of any Pledgor as of the date hereof or that becomes a direct
Subsidiary of any Pledgor at any time after the date hereof, at any time now or
hereafter owned by any Pledgor, whether voting or non-voting and whether common
or preferred; (ii) all partnership, joint venture, limited liability company or
other equity interests in each Person not a corporation that is a direct
Subsidiary of any Pledgor as of the date hereof or that becomes a direct
Subsidiary of any Pledgor at any time after the date hereof, at any time now or
hereafter owned by any Pledgor; (iii) all options, warrants and other rights to
acquire, and all securities convertible into, any of the foregoing; (iv) all
rights to receive interest, income, dividends, distributions, returns of capital
and other amounts (whether in cash, securities, property, or a
combination thereof), and all additional stock, warrants, options, securities,
interests and other property, from time to time paid or payable or distributed
or distributable in respect of any of the foregoing (but subject to the
provisions of Section 5.3), including, without limitation, all rights of such Pledgor
to receive amounts due and to become due under or in respect of any Ownership
Agreement or upon the termination thereof; (v) all rights of access to the books
and records of any such Person; and (vi) all other rights, powers, privileges,
interests, claims and other property in any manner arising out of or relating to
any of the foregoing, of whatever kind or character (including any tangible or
intangible property or interests therein), and whether provided by contract or
granted or available under applicable law in connection therewith, including,
without limitation, such Person’s right to vote and to manage and administer the
business of any such Subsidiary pursuant to any applicable Ownership Agreement,
in each case together with all certificates, instruments and entries upon the
books of financial intermediaries at any time evidencing any of the foregoing.


    
“Proceeds” has the meaning given to such term in Section 2.1. 

    
“Secured Parties” means, collectively, the Lenders (including the Issuing
Lender and the Swingline Lender in their capacities as such), the Hedge Parties
and the Administrative Agent. 

    
“Trademark Collateral” means, collectively, all Trademarks and Trademark Licenses
to which any Pledgor is or hereafter becomes a party and all other General
Intangibles embodying, incorporating, evidencing or otherwise relating or
pertaining to any Trademark or Trademark License, in each case whether now owned
or existing or hereafter acquired or arising. 

    
“Trademark License” means any agreement now or hereafter in effect granting any
right to any third party under any Trademark now or hereafter owned by any
Pledgor or which any Pledgor otherwise has the right to license, or granting any
right to any Pledgor under any property of the type described in the definition
of Trademark herein now or hereafter owned by any third party, and all rights of
any Pledgor under any such agreement. 

    
“Trademarks” means, collectively, all of each Pledgor’s trademarks, service marks,
trade names, corporate and company names, business names, logos, trade dress,
trade styles, other source or business identifiers, designs and general
intangibles of a similar nature, whether under the laws of the United States or
any other country or jurisdiction, all recordings and registrations thereof and
applications therefor, all renewals, reissues and extensions thereof, all rights
corresponding thereto, and all goodwill associated therewith or symbolized
thereby, in each case whether now owned or existing or hereafter acquired or
arising. 

    
“Uniform Commercial
Code” means the Uniform Commercial Code as
the same may be in effect from time to time in the State of New York;
provided
that if, by reason of applicable law, the validity or perfection of any security
interest in any Collateral granted under this Agreement is governed by the
Uniform Commercial Code as in effect in another jurisdiction, then as to the
validity or perfection, as the case may be, of such security interest, “Uniform
Commercial Code” means the Uniform Commercial Code as in effect from time to
time in such other jurisdiction. 

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1.2 Other Terms; Construction. All terms
in this Agreement that are not capitalized shall, unless the context otherwise
requires, have the meanings provided by the Uniform Commercial Code to the
extent the same are used or defined therein. 

ARTICLE II 

CREATION OF SECURITY INTEREST


    
2.1 Pledge and Grant of Security Interest.
Each Pledgor hereby pledges, assigns and delivers to the Administrative Agent,
for the ratable benefit of the Secured Parties, and grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a Lien upon and security
interest in, all of such Pledgor’s right, title and interest in and to the
following property and assets of such Pledgor, in each case whether now owned or
existing or hereafter acquired or arising and wherever located (collectively,
the “Collateral”): 

     (i)
all Accounts; 

     (ii)
all As-Extracted Collateral; 

     (iii)
all Chattel Paper; 

     (iv)
the Commercial Tort Claims (if any) set forth on
Annex I
hereto; 

     (v)
all Contracts; 

     (vi)
all Copyright Collateral; 

     (vii)
all Deposit Accounts; 

     (viii)
all Documents; 

     (ix)
all Equipment; 

     (x)
all Fixtures; 

     (xi)
all General Intangibles; 

     (xii)
all Goods; 

     (xiii)
all Instruments; 

     (xiv)
all Inventory; 

     (xv)
all Investment Property; 

     (xvi)
all Letter-of-Credit Rights; 

     (xvii)
all Patent Collateral; 

5 







     (xviii) all Pledged Interests; provided, however, that at no time shall the
Pledged Interests of any Pledgor that is a Foreign Subsidiary exceed 65% of all
such shares, interests, rights and other property of the type described in this
clause (xviii) of such Foreign Subsidiary that is entitled to vote; 

     (xix)
all Software; 

     (xx)
all Supporting Obligations; 

     (xxi)
all Trademark Collateral; 

     (xxii)
all cash, cash equivalents and money of such
Pledgor, wherever held; 

     (xxiii)
to the extent not covered or not specifically
excluded by clauses (i) through (xxii) above, all of such Pledgor’s other
personal property; 

     (xxiv)
all Records evidencing or relating to any of the
foregoing or that are otherwise necessary or useful in the collection thereof;


     (xxv)
all accessions, additions, attachments,
improvements, modifications and upgrades to, replacements of and substitutions
for any of the foregoing; and 

     (xxvi)
any and all proceeds, as defined in the Uniform
Commercial Code, products, rents, royalties and profits of or from any and all
of the foregoing and, to the extent not otherwise included in the foregoing, (w)
all payments under any insurance (whether or not the Administrative Agent is the
loss payee thereunder), indemnity, warranty or guaranty with respect to any of
the foregoing Collateral, (x) all payments in connection with any requisition,
condemnation, seizure or forfeiture with respect to any of the foregoing
Collateral, (y) all claims and rights (but not obligations) to recover for any
past, present or future infringement or dilution of or injury to any Copyright
Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts
from time to time paid or payable under or with respect to any of the foregoing
Collateral (collectively, “Proceeds”). For purposes of this
Agreement, the term “Proceeds” includes whatever is receivable or received when
Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of,
whether voluntarily or involuntarily. 

Notwithstanding the foregoing: (A) the
Administrative Agent may, in its sole discretion, reject or refuse to accept for
credit toward payment of the Secured Obligations any Collateral that is an
Account, Instrument, Chattel Paper, lease or other obligation or property of any
kind due or owing from or belonging to a Sanctioned Person; (B) the terms
“Collateral”, “Pledged Interests” and “General Intangibles” shall expressly
exclude any Capital Stock (as defined in the Credit Agreement) or any other
right or interest in the Existing Joint Ventures; (C) in no event shall the
security interest granted under this Agreement attach to (1) any lease, license,
contract, property rights or agreement to which such Pledgor is a party (or to
any of its right or interests thereunder) if the grant of such security interest
therein would constitute or result in either (i) the abandonment, invalidation
or unenforceability of any right, title or interest of such Pledgor therein or
(ii) a breach or termination pursuant to the terms of, or a default under, any
such lease, license, contract, property rights or agreement (other than to the
extent that any such term would be rendered ineffective
by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in
effect in the relevant jurisdiction), (2) any assets owned by any Pledgor on the
date hereof or hereafter acquired that is subject to a Permitted Lien securing
Indebtedness permitted to be incurred pursuant to the Credit Agreement if the
contract or other agreement in which such Permitted Lien is granted (or the
documentation providing for such Indebtedness) validly prohibits the creation of
any other Lien on such assets or (3) any Fixtures located on premises leased to
any Pledgor to the extent the pledge thereof or grant of a security interest
therein (x) is prohibited by a lease governing such premises or (y) would result
in the forfeiture of any Pledgor’s right, title or interest therein under
applicable law; and (D) the security interest created hereby in Pledged
Interests constituting voting stock of any Foreign Subsidiary shall be limited
to that portion of such voting stock that does not exceed 65% of the aggregate
issued and outstanding voting stock of such Foreign Subsidiary.


6 







    
2.2 Security for Secured Obligations. This
Agreement and the Collateral secure the full and prompt payment, at any time and
from time to time as and when due (whether at the stated maturity, by
acceleration or otherwise), of (a) in the case of the Borrower, all Obligations
of the Borrower under the Credit Agreement and the other Credit Documents,
including, without limitation, all principal of and interest on the Loans, all
Reimbursement Obligations, all fees, expenses, indemnities and other amounts
payable by the Borrower under the Credit Agreement or any other Credit Document
(including interest accruing after the filing of a petition or commencement of a
case by or with respect to the Borrower seeking relief under any Debtor Relief
Law and any fraudulent transfer and fraudulent conveyance laws, whether or not
the claim for such interest is allowed in such proceeding), and all obligations
of the Borrower to any Hedge Party under any Permitted Hedge Agreement, and (b)
in the case of each other Pledgor, all of its liabilities and obligations as a
Guarantor (as defined in the Guaranty) in respect of the Obligations (other than
Excluded Swap Obligations); and in each case under (a) and (b) above, (i) all
such liabilities and obligations that, but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, would become due, and (ii) all
fees, costs and expenses payable by the Pledgors under Section 8.1, in each case
under (a) and (b) above whether now existing or hereafter created or arising and
whether direct or indirect, absolute or contingent, due or to become due (the
liabilities and obligations of the Pledgors described in this Section 2.2, collectively,
the “Secured Obligations”). 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES


    
Each Pledgor represents and warrants as follows: 

    
3.1 Ownership of Collateral. Each Pledgor
owns, or has valid rights as a lessee or licensee with respect to, all
Collateral purported to be pledged by it hereunder, free and clear of any Liens
except for the Liens granted to the Administrative Agent, for the benefit of the
Secured Parties, pursuant to this Agreement, and except for other Permitted
Liens. No security agreement, financing statement or other public notice with
respect to all or any part of the Collateral is on file or of record in any
government or public office, and no Pledgor has filed or consented to the filing
of any such statement or notice, except (i) Uniform Commercial Code financing
statements naming the Administrative Agent as secured party, (ii) security
instruments filed in the U.S. Copyright Office or the
U.S. Patent and Trademark Office naming the Administrative Agent as secured party, (iii) filings with respect to
which termination statements and other necessary releases have been delivered to
the Administrative Agent for filing, and (iv) as may be otherwise permitted by
the Credit Agreement. 

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3.2 Security Interests; Filings. This
Agreement, together with (i) the filing, with respect to each Pledgor, of duly
completed Uniform Commercial Code financing statements naming such Pledgor as
debtor, the Administrative Agent as secured party, and describing the
Collateral, in the jurisdictions set forth with respect to such Pledgor on
Annex A
hereto, (ii) to the extent required by applicable law, the filing, with respect
to each relevant Pledgor, of duly completed and executed assignments in the
forms set forth as Exhibits A and B with the U.S. Copyright Office or the U.S. Patent and
Trademark Office, as appropriate, with regard to registered Copyright
Collateral, Patent Collateral and Trademark Collateral of such Pledgor, as the
case may be, (iii) in the case of uncertificated Pledged Interests consisting of
capital stock, registration of transfer thereof to the Administrative Agent on
the issuer’s books or the execution by the issuer of a control agreement
satisfying the requirements of Section 8-106 (or its successor provision) of the
Uniform Commercial Code, and (iv) the delivery to the Administrative Agent of
all stock certificates and Instruments included in the Collateral (and assuming
continued possession thereof by the Administrative Agent), creates, and at all
times shall constitute, a valid and perfected security interest in and Lien upon
the Collateral in favor of the Administrative Agent, for the benefit of the
Secured Parties, to the extent a security interest therein can be perfected by
such filings or possession, as applicable, superior and prior to the rights of
all other Persons therein (except for Permitted Liens), and no other or
additional filings, registrations, recordings or actions are or shall be
necessary or appropriate in order to maintain the perfection and priority of
such Lien and security interest, other than actions required with respect to
Collateral of the types excluded from Article 9 of the Uniform Commercial Code
or from the filing requirements under such Article 9 by reason of Section 9-109,
9-309 or 9-310 of the Uniform Commercial Code and other than continuation
statements required under the Uniform Commercial Code. 

    
3.3 Locations. Annex B lists, as to each Pledgor on
the Closing Date, (i) its exact legal name, (ii) the jurisdiction of its
incorporation or organization, its federal tax identification number, and (if
applicable) its organizational identification number, (iii) the addresses of its
chief executive office and (iv) the address of each location of all original
invoices, ledgers, Chattel Paper, Instruments and other records or information
evidencing or relating to the Collateral of such Pledgor, in each instance
except for any new locations established in accordance with the provisions of
Section 4.2. Except as may be otherwise noted therein, all locations identified in
Annex B are
owned by the applicable Pledgor. No Pledgor (x) presently conducts business
under any prior or other corporate or company name or under any trade or
fictitious names, except as indicated beneath its name on Annex B, (y) has entered
into any contract or granted any Lien within the past five years under any name
other than its legal corporate name or a trade or fictitious name indicated on
Annex B, or
(z) has filed any tax return under any name other than its exact legal name,
except as indicated beneath its name on Annex
B. 

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3.4 Authorization; Consent. No
authorization, consent or approval of, or declaration or filing with, any
Governmental Authority (including, without limitation, any notice filing with
state tax or revenue authorities required to be made by account creditors
in order to enforce any Accounts in such state) is required for the valid
execution, delivery and performance by any Pledgor of this Agreement, the grant
by it of the Lien and security interest in favor of the Administrative Agent
provided for herein, or the exercise by the Administrative Agent of its rights
and remedies hereunder, except for (i) the filings described in Section 3.2, (ii) in the
case of Accounts owing from any federal governmental agency or authority, the
filing by the Administrative Agent of a notice of assignment in accordance with
the federal Assignment of Claims Act of 1940, as amended, and (iii) in the case
of Pledged Interests, such filings and approvals as may be required in
connection with a disposition of any such Pledged Interests by laws affecting
the offering and sale of securities generally. 

    
3.5 No
Restrictions. There are no statutory or
regulatory restrictions, prohibitions or limitations on any Pledgor’s ability to
grant to the Administrative Agent a Lien upon and security interest in the
Collateral pursuant to this Agreement or (except for the provisions of the
federal Anti-Assignment Act and Anti-Claims Act, as amended) on the exercise by
the Administrative Agent of its rights and remedies hereunder (including any
foreclosure upon or collection of the Collateral), and there are no contractual
restrictions on any Pledgor’s ability so to grant such Lien and security
interest. 

    
3.6 Accounts. Except as, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect, each Account is, or at the time it arises will be, (i) a bona fide,
valid and legally enforceable indebtedness of the account debtor according to
its terms, arising out of or in connection with the sale, lease or performance
of Goods or services by the Pledgors or any of them, (ii) subject to no offsets,
discounts, counterclaims, contra accounts or any other defense of any kind and
character, other than warranties and discounts customarily given by the Pledgors
in the ordinary course of business and warranties provided by applicable law,
(iii) to the extent listed on any schedule of Accounts at any time furnished to
the Administrative Agent, a true and correct statement of the amount actually
and unconditionally owing thereunder, maturing as stated in such schedule and in
the invoice covering the transaction creating such Account, and (iv) not
evidenced by any Tangible Chattel Paper or other Instrument; or if so, such
Tangible Chattel Paper or other Instrument (other than invoices and related
correspondence and supporting documentation) shall promptly be duly endorsed to
the order of the Administrative Agent and delivered to the Administrative Agent
to be held as Collateral hereunder. To the knowledge of each Pledgor, there are
no facts, events or occurrences that would in any way impair the validity or
enforcement of any Accounts except as set forth above. 

    
3.7 Pledged Interests. As of the date
hereof, the Pledged Interests required to be pledged hereunder by each Pledgor
consist of the number and type of shares of capital stock (in the case of
issuers that are corporations) or the percentage and type of other equity
interests (in the case of issuers other than corporations) as described beneath
such Pledgor’s name in Annex C. All of the Pledged Interests have been duly and validly
issued and are fully paid and nonassessable (or, in the case of partnership,
limited liability company or similar Pledged Interests, not subject to any
capital call or other additional capital requirement) and not subject to any
preemptive rights, warrants, options or similar rights or restrictions in favor
of third parties or any contractual or other restrictions upon transfer. As to
each issuer thereof, the Pledged Interests pledged hereunder constitute 100% of
the outstanding capital stock of or other equity interests in such issuer, except as set forth in Annex C (or, in the case of any issuer
that is a Foreign Subsidiary, such lower percentage, not less than 65% (with
respect to voting capital stock or other equity interests only) in any event, as
may be permitted by the terms of this Agreement and the Credit Agreement).


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3.8 Intellectual Property. Annexes D, E and F correctly set forth all
material registered Copyrights, Patents and Trademarks owned by any Pledgor as
of the date hereof (and as amended concurrently with the delivery of the
financial statements described in Section 6.1(b) of the Credit Agreement
pursuant to Section 4.8) and used or proposed to be used in its business. Except as,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect: (a) each such Pledgor owns or possesses the valid right
to use all Copyrights, Patents and Trademarks; (b) all registrations therefor
have been validly issued under applicable law and are in full force and effect;
(c) no claim has been made in writing or, to the knowledge of such Pledgor,
orally, that any of the Copyrights, Patents or Trademarks is invalid or
unenforceable or violates or infringes the rights of any other Person, and there
is no such violation or infringement in existence; and (d) to the knowledge of
such Pledgor, no other Person is presently infringing upon the rights of such
Pledgor with regard to any of the Copyrights, Patents or Trademarks. 

    
3.9 Deposit Accounts. Annex G lists, as of the
date hereof (and as amended from time to time pursuant to Section 4.10), all Deposit
Accounts maintained by any Pledgor, and lists in each case the name in which the
account is held, the name of the depository institution, the account number and
a description of the type or purpose of the account. As of the Closing Date, no
Deposit Account (other than Deposit Accounts maintained at Wells Fargo) contains
more than $500,000 in cash or other assets. 

    
3.10 Securities and Commodity Accounts.
Annex H
lists, as of the date hereof (and as amended from time to time pursuant to
Section 4.11), all Securities Accounts and Commodity Accounts maintained by any
Pledgor with any Securities Intermediary or Commodity Intermediary, and lists in
each case the name in which the account is held, the name of the Securities
Intermediary or Commodity Intermediary, the account number, and a description of
the type or purpose of the account. As of the Closing Date, no Securities
Account or Commodity Account contains cash, securities or other assets having a
value in excess of $500,000. 

    
3.11 Documents of Title. No bill of lading,
warehouse receipt or other Document or Instrument of title is outstanding with
respect to any Collateral other than Mobile Goods and other than Inventory in
transit in the ordinary course of business to a location set forth on
Annex B or
to a customer of a Pledgor. 

    
3.12 Commercial Tort Claims.
Annex I
lists, as of the date hereof and to the knowledge of each Pledgor, all
Commercial Tort Claims existing in favor of any Pledgor. 

ARTICLE IV 

COVENANTS 

    
4.1 Use
and Disposition of Collateral. So long as no
Event of Default shall have occurred and be continuing, each Pledgor may, in any
lawful manner not inconsistent with the provisions of
this Agreement and the other Credit Documents, use, control and manage the
Collateral in the operation of its businesses, and receive and use the income,
revenue and profits arising therefrom and the Proceeds thereof, in the same
manner and with the same effect as if this Agreement had not been made;
provided,
however,
that no Pledgor will sell or otherwise dispose of, grant any option with respect
to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber
any of the Collateral or any interest therein, except for the security interest
created in favor of the Administrative Agent hereunder and except as may be
otherwise expressly permitted in accordance with the terms of this Agreement and
the Credit Agreement (including any applicable provisions therein regarding
delivery of proceeds of sale or disposition to the Administrative Agent).


10 







    
4.2 Change of Name, Locations, etc. No
Pledgor will (i) change its name, identity or corporate structure, (ii) change
its chief executive office from the location thereof listed on Annex B, (iii) change the
jurisdiction of its incorporation or organization from the jurisdiction listed
on Annex B
(whether by merger or otherwise), (iv) file any document with the Internal
Revenue Service using any name other than its exact legal name listed on
Annex B, or
(v) remove any books, records or other
information relating to Collateral, from the applicable location thereof listed
on Annex B,
unless in each case such Pledgor has (1) given twenty (20) days’ prior written
notice to the Administrative Agent of its intention to do so, together with
information regarding any such new location and such other information in
connection with such proposed action as the Administrative Agent may reasonably
request, and (2) delivered to the Administrative Agent ten (10) days prior to
any such change or removal such documents, instruments and financing statements
as may be required by the Administrative Agent, all in form and substance
satisfactory to the Administrative Agent, paid all necessary filing and
recording fees and taxes, and taken all other actions reasonably requested by
the Administrative Agent (including, at the request of the Administrative Agent,
delivery of opinions of counsel reasonably satisfactory to the Administrative
Agent to the effect that all such actions have been taken), in order to perfect
and maintain the Lien upon and security interest in the Collateral provided for
herein in accordance with the provisions of Section 3.2. 

    
4.3 Records; Inspection. 

    
(a) Each
Pledgor will keep and maintain at its own cost and expense satisfactory and
complete, in all material respects, records of the Accounts and all other
Collateral, including, without limitation, records of all payments received, all
credits granted thereon, all merchandise returned and all other documentation
relating thereto, and will furnish to the Administrative Agent from time to time
such statements, schedules and reports (including, without limitation, accounts
receivable aging schedules) with regard to the Collateral as the Administrative
Agent may reasonably request. 

    
(b) Each
Pledgor shall, from time to time at such times as may be reasonably requested
and upon reasonable notice, (i) make available to the Administrative Agent for
inspection and review at such Pledgor’s offices copies of all invoices and other
documents and information relating to the Collateral (including, without
limitation, itemized schedules of all collections of Accounts, showing the name
of each account debtor, the amount of each payment and such other information as
the Administrative Agent shall reasonably request), and (ii) permit the
Administrative Agent or its representatives to visit its offices or the premises
upon which any Collateral may be located, inspect its
books and records and make copies and memoranda thereof, inspect the Collateral,
discuss its finances and affairs with its officers, employees and independent
accountants and take any other actions necessary for the protection of the
interests of the Secured Parties in the Collateral. At the request of the
Administrative Agent, each Pledgor will legend, in form and manner satisfactory
to the Administrative Agent, the books, records and materials evidencing or
relating to the Collateral with an appropriate reference to the fact that the
Collateral has been assigned to the Administrative Agent and that the
Administrative Agent has a security interest therein. The Administrative Agent
shall have the right to make test verifications of Accounts in any reasonable
manner and through any reasonable medium, and each Pledgor agrees to furnish all
such reasonable assistance and information as the Administrative Agent may
require in connection therewith. 

11 







    
4.4 Accounts. Unless notified otherwise by
the Administrative Agent in accordance with the terms hereof, each Pledgor shall
endeavor to collect its Accounts and all amounts owing to it thereunder in
accordance with sound business practices and shall apply forthwith upon receipt
thereof all such amounts as are so collected to the outstanding balances
thereof, and in connection therewith shall, at the request of the Administrative
Agent after the occurrence and during the continuance of an Event of Default,
take such action as the Administrative Agent may deem necessary or advisable
(within applicable laws) to enforce such collection. Each Pledgor shall promptly
notify the Administrative Agent in writing of any Accounts that constitute a
claim against a federal governmental agency or authority, and, upon request of
the Administrative Agent, such Pledgor shall take such steps as may be necessary
or desirable to comply with the federal Assignment of Claims Act of 1940, as
amended. 

    
4.5 Delivery of Certain Collateral; Further Actions. All certificates or Instruments representing or evidencing
any Accounts, Investment Property or other Collateral with an individual value
equal to or greater than $500,000 shall be delivered promptly to the
Administrative Agent pursuant hereto to be held as Collateral hereunder, shall
be in form suitable for transfer by delivery and shall be delivered together
with undated stock powers duly executed in blank, appropriate endorsements or
other necessary instruments of registration, transfer or assignment, duly
executed and in form and substance satisfactory to the Administrative Agent, and
in each case together with such other instruments or documents as the
Administrative Agent may reasonably request. Each Pledgor will, at its own cost
and expense, cooperate with the Administrative Agent in obtaining a control
agreement, in form and substance reasonably satisfactory to the Administrative
Agent, and in taking such other actions as may be requested by the
Administrative Agent from time to time with respect to any Investment Property
or other Collateral in which a security interest may be perfected by (or can be
perfected only by) control under the Uniform Commercial Code. 

    
4.6 Equipment. Each Pledgor will, in
accordance with sound business practices, maintain all Equipment used by it in
its business (other than obsolete, worn out or no longer useful Equipment) in
good repair, working order and condition (normal wear and tear excepted) and
make all necessary repairs and replacements thereof so that the value and
operating efficiency thereof shall at all times be maintained and preserved. No
Pledgor shall knowingly permit any Equipment to become a Fixture to any real
property (other than real property the fee interest in which is subject to a
Mortgage in favor of the Administrative Agent). 

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4.7 Inventory. Each Pledgor will, in
accordance with sound business practices, maintain all Inventory held by it or
on its behalf in good saleable or useable condition. Unless notified otherwise
by the Administrative Agent in accordance with the terms hereof, each Pledgor
may, in any lawful manner not inconsistent with the provisions of this Agreement
and the other Credit Documents, process, use and, in the ordinary course of
business but not otherwise, sell or otherwise dispose of its Inventory.


    
4.8 Intellectual Property. 

    
(a) Each
applicable Pledgor will, at its own expense, execute and deliver to the
Administrative Agent on the Closing Date fully completed assignments in the
forms of Exhibits A and B, as applicable, for recordation in the U.S. Copyright Office or the U.S.
Patent and Trademark Office with regard to any Copyright Collateral, Patent
Collateral or Trademark Collateral, as the case may be, described in
Annex D,
E or
F hereto.
In the event that after the date hereof any Pledgor shall acquire any registered
Copyright, Patent or Trademark, or effect any registration of any Copyright,
Patent or Trademark or file any application for registration thereof, whether
within the United States or any other country or jurisdiction, such Pledgor
shall, concurrently with the delivery of the financial statements described in
Section 6.1(b) of the Credit Agreement, (i) furnish written notice thereof to
the Administrative Agent together with information sufficient to permit the
Administrative Agent, upon its receipt of such notice, to (and each Pledgor
hereby authorizes the Administrative Agent to) modify this Agreement, as
appropriate, by amending Annexes
D, E and F hereto or to add additional exhibits
hereto to include any Copyright, Patent or Trademark that becomes part of the
Collateral under this Agreement, and (ii) at its own expense, execute and
deliver to the Administrative Agent, with regard to United States Patents,
Trademarks and Copyrights, fully completed assignments in the forms of
Exhibits A
and B, as
applicable, for recordation in the U.S. Copyright Office or the U.S. Patent and
Trademark Office as more fully described hereinabove, together in all instances
with any other agreements, instruments and documents that the Administrative
Agent may reasonably request from time to time to further effect and confirm the
assignment and security interest created by this Agreement in such Copyrights,
Patents and Trademarks, and each Pledgor hereby appoints the Administrative
Agent its attorney-in-fact to execute, deliver and record any and all such
agreements, instruments and documents for the foregoing purposes, all acts of
such attorney being hereby ratified and confirmed and such power, being coupled
with an interest, shall be irrevocable for so long as this Agreement shall be in
effect with respect to such Pledgor. 

    
(b) Each
Pledgor (either itself or through its licensees or its sublicensees) will, for
each material Trademark used in the conduct of its business, use its best
efforts to (i) maintain such Trademark in full force and effect, free from any
claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such Trademark
with notice of federal registration to the extent required by applicable law and
(iv) not knowingly use or knowingly permit the use of such Trademark in
violation of any third-party rights. 

    
(c) Each
Pledgor (either itself or through its licensees or sublicensees) will refrain
from committing any act, or omitting any act, whereby any material Patent used
in the conduct of such Pledgor’s business may become invalidated or dedicated to
the public, and shall continue to mark any products
covered by a material Patent with the relevant patent number as required by
applicable patent laws. 

13 







    
(d) Each
Pledgor (either itself or through its licensees or sublicensees) will, for each
material work covered by a Copyright, continue to publish, reproduce, display,
adopt and distribute the work with appropriate copyright notice as required
under applicable copyright laws. 

    
(e) Each
Pledgor shall notify the Administrative Agent immediately if it knows or has
reason to know that any material Patent, Trademark or Copyright used in the
conduct of its business may become abandoned or dedicated to the public, or of
any adverse determination or development (including the institution of, or any
such determination or development in, any proceeding in the U.S. Patent and
Trademark Office, U.S. Copyright Office or any court) regarding such Pledgor’s
ownership of any Patent, Trademark or Copyright, its right to register the same,
or to keep and maintain the same. 

    
(f) Each
Pledgor will, subject to the exercise of its reasonable business judgment, take
all necessary steps that are consistent with the practice in any proceeding
before the U.S. Patent and Trademark Office, U.S. Copyright Office or any office
or agency in any political subdivision of the United States or in any other
country or any political subdivision thereof, to maintain and pursue each
application relating to any material Patents, Trademarks or Copyrights (and to
obtain the relevant grant or registration) and to maintain each registration of
any material Patents, Trademarks and Copyrights used in the conduct of such
Pledgor’s business, including the filing of applications for renewal, affidavits
of use, affidavits of incontestability and maintenance fees, and, if consistent
with sound business judgment, to initiate opposition, interference and
cancellation proceedings against third parties. 

    
(g) In the
event that any Collateral consisting of a material Patent, Trademark or
Copyright used in the conduct of any Pledgor’s business is believed infringed,
misappropriated or diluted by a third party, such Pledgor shall notify the
Administrative Agent promptly after it learns thereof and shall, if consistent
with sound business judgment, promptly sue for infringement, misappropriation or
dilution and to recover any and all damages for such infringement,
misappropriation or dilution, and take such other actions as are appropriate
under the circumstances to protect such Collateral. 

    
(h) Upon
the occurrence and during the continuance of any Event of Default, each Pledgor
shall use its reasonable best efforts to obtain all requisite consents or
approvals from the licensor of each License included within the Copyright
Collateral, Patent Collateral or Trademark Collateral to effect the assignment
of all of such Pledgor’s right, title and interest thereunder to the
Administrative Agent or its designee. 

    
4.9 Mobile Goods. Upon the request of the
Administrative Agent at any time, whether or not an Event of Default shall have
occurred and be continuing, each Pledgor will deliver to the Administrative
Agent originals of the certificates of title or ownership for all Mobile Goods
owned by it, together (in the case of motor vehicles) with the manufacturer’s
statement of origin with the Administrative Agent listed as lienholder and
odometer statements and together in all other cases with appropriate instruments
or certificates of transfer and delivery, duly completed
and executed, and will take such other action as the Administrative Agent may
deem necessary to perfect the security interest created by this Agreement in all
such Mobile Goods. 

14 







    
4.10 Deposit Accounts. Each Pledgor agrees
that (i) it will promptly provide the Administrative Agent with written notice
of each Deposit Account with cash or other assets in excess of $500,000 (other
than Deposit Accounts used exclusively for payroll purposes and accounts
maintained with the Administrative Agent), (ii) upon request of the
Administrative Agent, promptly obtain an executed control agreement from the
applicable depository bank or other financial institution and applicable Pledgor
with respect to each Deposit Account described in clause (i) in form and
substance reasonably satisfactory to the Administrative Agent, and (iii) in the
event that any Pledgor opens any Deposit Account that is not already listed on
Annex G,
such Pledgor shall (in addition to complying with the other requirements of this
Section), concurrently with the delivery of the financial statements described
in Section 6.1(b) of the Credit Agreement, furnish written notice thereof to the
Administrative Agent together with information sufficient to permit the
Administrative Agent, upon its receipt of such notice, to (and each Pledgor
hereby authorizes the Administrative Agent to) modify this Agreement, as
appropriate, by amending Annex
G to include such information. 

    
4.11 Securities and Commodity Accounts.
Each Pledgor agrees that (i) it will promptly provide the Administrative Agent
with written notice of each Securities Account or Commodity Account with cash,
securities or other assets with a value equal to or greater than $500,000 (other
than such accounts permitted under Section 8.3(xvi) of the Credit Agreement),
(ii) upon request of the Administrative Agent, promptly obtain an executed
control agreement from the applicable Securities Intermediary or Commodity
Intermediary and applicable Pledgor with respect to each Securities Account or
Commodity Account described in clause (i) in form and substance reasonably
satisfactory to the Administrative Agent, and (iii) in the event that any
Pledgor opens any Securities Account or Commodity Account that is not already
listed on Annex H, such Pledgor shall (in addition to complying with the other
requirements of this Section), concurrently with the delivery of the financial
statements described in Section 6.1(b) of the Credit Agreement, furnish written
notice thereof to the Administrative Agent together with information sufficient
to permit the Administrative Agent, upon its receipt of such notice, to (and
each Pledgor hereby authorizes the Administrative Agent to) modify this
Agreement, as appropriate, by amending Annex
H to include such information. 

    
4.12 Collateral in Possession of Third Party. Without limiting the generality of any other provision of this
Agreement, each Pledgor agrees that, at any time after the occurrence and during
the continuance of an Event of Default, it shall not permit any Collateral to be
in the possession of any bailee, warehouseman, agent, processor or other third
party at any time unless such bailee or other Person shall have been notified of
the security interest created by this Agreement (or, if required under
applicable law in order to perfect the Administrative Agent’s security interest
in such Collateral, such bailee or other Person shall have acknowledged to the
Administrative Agent in writing that it is holding such Collateral for the
benefit of the Administrative Agent and subject to such security interest and to
the instructions of the Administrative Agent) and such Pledgor shall have
exercised its reasonable best efforts to obtain from such bailee or other
Person, at such Pledgor’s sole cost and expense, the written acknowledgement
described above (if not already required by applicable law to perfect the Administrative Agent’s security interest) and agreement to
waive and release any Lien (whether arising by operation of law or otherwise) it
may have with respect to such Collateral, such agreement to be in form and
substance reasonably satisfactory to the Administrative Agent.


15 







    
4.13 Commercial Tort Claims. Each Pledgor
agrees that it will, concurrently with the delivery of the financial statements
described in Section 6.1(b) of the Credit Agreement, furnish to the
Administrative Agent a description of any Commercial Tort Claim in its favor
meeting the requirements of Section 9-108(e) of the Uniform Commercial Code, and
upon the Administrative Agent’s request execute and deliver such documents,
financing statements and other instruments, and take such other action, as the
Administrative Agent may reasonably request in order to include such Commercial
Tort Claim as Collateral hereunder and to perfect the security interest of the
Administrative Agent therein. 

    
4.14 Protection of Security Interest. Each
Pledgor agrees that it will, at its own cost and expense, take any and all
actions necessary to warrant and defend the right, title and interest of the
Secured Parties in and to the Collateral against the claims and demands of all
other Persons. 

ARTICLE V 

CERTAIN PROVISIONS RELATING TO
PLEDGED INTERESTS 

    
5.1 After-Acquired Equity Interests; Ownership. 

    
(a) If any
Pledgor shall, at any time and from time to time after the date hereof, acquire
any additional capital stock or other Pledged Interests in any Subsidiary of the
types described in the definition of the term “Pledged Interests,” the same shall be
automatically deemed to be Pledged Interests hereunder, and to be pledged to the
Administrative Agent pursuant to Section
2.1 (subject, in the case of Pledged Interests
in Foreign Subsidiaries, to the limitation set forth in the proviso in
Section 2.1(xviii), and such Pledgor will forthwith pledge and deposit the same with the
Administrative Agent and deliver to the Administrative Agent any certificates
therefor, together with undated stock powers or other necessary instruments of
transfer or assignment, duly executed in blank and in form and substance
reasonably satisfactory to the Administrative Agent, together with such other
certificates and instruments as the Administrative Agent may reasonably request
(including Uniform Commercial Code financing statements or appropriate
amendments thereto), and will promptly thereafter deliver to the Administrative
Agent a fully completed and duly executed amendment to this Agreement in the
form of Exhibit D (each, a “Pledge
Amendment”) in respect thereof. Each Pledgor
hereby authorizes the Administrative Agent to attach each such Pledge Amendment
to this Agreement, and agrees that all such Collateral listed on any Pledge
Amendment shall for all purposes be deemed Collateral hereunder and shall be
subject to the provisions hereof; provided that the failure of any
Pledgor to execute and deliver any Pledge Amendment with respect to any such
additional Collateral as required hereinabove shall not impair the security
interest of the Administrative Agent in such Collateral or otherwise adversely
affect the rights and remedies of the Administrative Agent hereunder with
respect thereto. 

16 







    
(b) If any
Pledged Interests (whether now owned or hereafter acquired) included in the
Collateral are “uncertificated securities” within the meaning of the Uniform
Commercial Code or are otherwise not evidenced by any certificate or instrument,
each applicable Pledgor will promptly notify the Administrative Agent thereof
and will promptly take and cause to be taken, and will (if the issuer of such
uncertificated securities is a Person other than a Subsidiary of the Borrower)
use commercially reasonable efforts to cause the issuer to take, all actions
required under Articles 8 and 9 of the Uniform Commercial Code and any other
applicable law, to enable the Administrative Agent to acquire “control” of such
uncertificated securities (within the meaning of such term under Section 8-106
(or its successor provision) of the Uniform Commercial Code) and as may be
otherwise necessary to perfect the security interest of the Administrative Agent
therein. 

    
(c) Except
to the extent otherwise expressly permitted by or pursuant to the Credit
Agreement, the Pledgors will cause the Pledged Interests in each issuer pledged
hereunder to constitute at all times 100% of the capital stock or other Pledged
Interests in such issuer, such that the issuer shall be a direct or indirect
Wholly Owned Subsidiary of the Parent (subject, in the case of Pledged Interests
in Foreign Subsidiaries, to the limitation set forth in the proviso in
Section 2.1(xviii), and unless the Administrative Agent shall have given its prior written
consent or except as may be expressly permitted by the Credit Agreement, no
Pledgor will cause or permit any such issuer to issue or sell any new capital
stock, any warrants, options or rights to acquire the same, or other Pledged
Interests of any nature to any Person other than such Pledgor, or cause, permit
or consent to the admission of any other Person as a stockholder, partner or
member of any such issuer. 

    
5.2 Voting Rights. So long as no Event of
Default shall have occurred and be continuing, each Pledgor shall be entitled to
exercise all voting and other consensual rights pertaining to its Pledged
Interests (subject to its obligations under Section 5.1(a)), and for that purpose
the Administrative Agent will execute and deliver or cause to be executed and
delivered to each applicable Pledgor all such proxies and other instruments as
such Pledgor may reasonably request in writing to enable such Pledgor to
exercise such voting and other consensual rights; provided, however, that no Pledgor will cast any
vote, give any consent, waiver or ratification, or take or fail to take any
action, in any manner that would, or could reasonably be expected to, violate or
be inconsistent with any of the terms of this Agreement, the Credit Agreement or
any other Credit Document or have the effect of materially and adversely
impairing the position or interests of the Secured Parties. 

17 







    
5.3 Dividends and Other Distributions. So
long as no Event of Default shall have occurred and be continuing (or would
occur as a result thereof), and except as provided otherwise herein, all
interest, income, dividends, distributions and other amounts payable in cash in
respect of the Pledged Interests may be paid to and retained by the Pledgors;
provided,
however,
that all such interest, income, dividends, distributions and other amounts
shall, at all times after the occurrence and during the continuance of an Event
of Default, be paid to the Administrative Agent and retained by it as part of
the Collateral (except to the extent applied upon receipt to the repayment of
the Secured Obligations). The Administrative Agent shall also be entitled at all
times (whether or not during the continuance of an Event of Default) to receive
directly, and to retain as part of the Collateral, (i) all interest, income,
dividends, distributions or other amounts paid or payable in cash or other
property in respect of any Pledged Interests in connection with the
dissolution, liquidation, recapitalization or reclassification of the capital of
the applicable issuer to the extent representing (in the reasonable judgment of
the Administrative Agent) an extraordinary, liquidating or other distribution in
return of capital, (ii) all additional Pledged Interests or other securities or
property (other than cash) paid or payable or distributed or distributable in
respect of any Pledged Interests in connection with any noncash dividend,
distribution, return of capital, spin-off, stock split, split-up,
reclassification, combination of shares or interests or similar rearrangement,
and (iii) without affecting any restrictions against such actions contained in
the Credit Agreement, all additional Pledged Interests or other securities or
property (including cash) paid or payable or distributed or distributable in
respect of any Pledged Interests in connection with any consolidation, merger,
exchange of securities, liquidation or other reorganization. All interest,
income, dividends, distributions or other amounts that are received by any
Pledgor in violation of the provisions of this Section shall be received in
trust for the benefit of the Administrative Agent, shall be segregated from
other property or funds of such Pledgor and shall be forthwith delivered to the
Administrative Agent as Collateral in the same form as so received (with any
necessary endorsements). Any and all money and other property paid over to or
received by the Administrative Agent pursuant to the provisions of this Section
shall be retained by the Administrative Agent in a Collateral Account (as
hereinafter defined) upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 6.2. The Administrative Agent
shall, within five (5) Business Days after all Events of Default have been cured
or waived, repay to each applicable Pledgor all cash interest, income,
dividends, distributions and other amounts that such Pledgor would otherwise be
permitted to retain pursuant to the provisions of this Section and that remain
in such Collateral Account. 

ARTICLE VI 

REMEDIES 

    
6.1 Remedies. If an Event of Default shall
have occurred and be continuing, the Administrative Agent shall be entitled to
exercise in respect of the Collateral all of its rights, powers and remedies
provided for herein or otherwise available to it under any other Credit
Document, by law, in equity or otherwise, including all rights and remedies of a
secured party under the Uniform Commercial Code, and shall be entitled in
particular, but without limitation of the foregoing, to exercise the following
rights, which each Pledgor agrees to be commercially reasonable: 

    
(a) To
notify any or all account debtors or obligors under any Accounts, Contracts or
other Collateral of the security interest in favor of the Administrative Agent
created hereby and to direct all such Persons to make payments of all amounts
due thereon or thereunder directly to the Administrative Agent or to an account
designated by the Administrative Agent; and in such instance and from and after
such notice, all amounts and Proceeds (including wire transfers, checks and
other Instruments) received by any Pledgor in respect of any Accounts, Contracts
or other Collateral shall be received in trust for the benefit of the
Administrative Agent hereunder, shall be segregated from the other funds of such
Pledgor and shall be forthwith deposited into such account or paid over or
delivered to the Administrative Agent in the same form as so received (with any
necessary endorsements or assignments), to be held as Collateral and applied to
the Secured Obligations as provided herein; and by this provision, each Pledgor
irrevocably authorizes and directs each Person who is or
shall be a party to or liable for the performance of any Contract, upon receipt
of notice from the Administrative Agent to the effect that an Event of Default
has occurred and is continuing, to attorn to or otherwise recognize the
Administrative Agent as owner under such Contract and to pay, observe and
otherwise perform the obligations under such Contract to or for the
Administrative Agent or the Administrative Agent’s designee as though the
Administrative Agent or such designee were such Pledgor named therein, and to do
so until otherwise notified by the Administrative Agent; 

18 







    
(b) To take
possession of, receive, endorse, assign and deliver, in its own name or in the
name of any Pledgor, all checks, notes, drafts and other Instruments relating to
any Collateral, including receiving, opening and properly disposing of all mail
addressed to any Pledgor concerning Accounts and other Collateral; to verify
with account debtors or other contract parties the validity, amount or any other
matter relating to any Accounts or other Collateral, in its own name or in the
name of any Pledgor; to accelerate any indebtedness or other obligation
constituting Collateral that may be accelerated in accordance with its terms; to
take or bring all actions and suits deemed necessary or appropriate to effect
collections and to enforce payment of any Accounts or other Collateral; to
settle, compromise or release in whole or in part any amounts owing on Accounts
or other Collateral; and to extend the time of payment of any and all Accounts
or other amounts owing under any Collateral and to make allowances and
adjustments with respect thereto, all in the same manner and to the same extent
as any Pledgor might have done; 

    
(c) To
notify any or all depository institutions with which any Deposit Accounts are
maintained and which Deposit Accounts are subject to Control in favor of the
Administrative Agent to remit and transfer all monies, securities and other
property on deposit in such Deposit Accounts or deposited or received for
deposit thereafter to the Administrative Agent, for deposit in a Collateral
Account or such other accounts as may be designated by the Administrative Agent,
for application to the Secured Obligations as provided herein; 

    
(d) To
transfer to or register in its name or the name of any of its Administrative
Agents or nominees all or any part of the Collateral, without notice to any
Pledgor and with or without disclosing that such Collateral is subject to the
security interest created hereunder; 

    
(e) To
require any Pledgor to, and each Pledgor hereby agrees that it will at its
expense and upon request of the Administrative Agent forthwith, assemble all or
any part of the Collateral as directed by the Administrative Agent and make it
available to the Administrative Agent at a place designated by the
Administrative Agent; 

    
(f) To
enter and remain upon the premises of any Pledgor and take possession of all or
any part of the Collateral, with or without judicial process; to use the
materials, services, books and records of any Pledgor for the purpose of
liquidating or collecting the Collateral, whether by foreclosure, auction or
otherwise; and to remove the same to the premises of the Administrative Agent or
any designated agent for such time as the Administrative Agent may desire, in
order to effectively collect or liquidate the Collateral; 

19 







    
(g) To
exercise (i) all voting, consensual and other rights and powers pertaining to
the Pledged Interests (whether or not transferred into the name of the
Administrative Agent), at any meeting of shareholders, partners, members
or otherwise, and (ii) any and all rights of conversion, exchange, subscription
and any other rights, privileges or options pertaining to the Pledged Interests
as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Pledged Interests upon
the merger, consolidation, reorganization, reclassification, combination of
shares or interests, similar rearrangement or other similar fundamental change
in the structure of the applicable issuer, or upon the exercise by any Pledgor
or the Administrative Agent of any right, privilege or option pertaining to such
Pledged Interests), and in connection therewith, the right to deposit and
deliver any and all of the Pledged Interests with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine, and give all consents,
waivers and ratifications in respect of the Pledged Interests, all without
liability except to account for any property actually received by it, but the
Administrative Agent shall have no duty to exercise any such right, privilege or
option or give any such consent, waiver or ratification and shall not be
responsible for any failure to do so or delay in so doing; and for the foregoing
purposes each Pledgor will promptly execute and deliver or cause to be executed
and delivered to the Administrative Agent, upon request, all such proxies and
other instruments as the Administrative Agent may reasonably request to enable
the Administrative Agent to exercise such rights and powers; AND IN FURTHERANCE
OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, EACH PLEDGOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE TRUE AND LAWFUL PROXY
AND ATTORNEY-IN-FACT OF SUCH PLEDGOR, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, TO EXERCISE ALL SUCH VOTING, CONSENSUAL AND
OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY PLEDGED INTERESTS WOULD BE
ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER OF ATTORNEY, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS
THIS AGREEMENT SHALL BE IN EFFECT; and 

    
(h) To
sell, resell, assign and deliver, in its sole discretion, all or any of the
Collateral, in one or more parcels, on any securities exchange on which any
Pledged Interests may be listed, at public or private sale, at any of the
Administrative Agent’s offices or elsewhere, for cash, upon credit or for future
delivery, at such time or times and at such price or prices and upon such other
terms as the Administrative Agent may deem satisfactory. If any of the
Collateral is sold by the Administrative Agent upon credit or for future
delivery, the Administrative Agent shall not be liable for the failure of the
purchaser to purchase or pay for the same and, in the event of any such failure,
the Administrative Agent may resell such Collateral. In no event shall any
Pledgor be credited with any part of the Proceeds of sale of any Collateral
until and to the extent cash payment in respect thereof has actually been
received by the Administrative Agent. Each purchaser at any such sale shall hold
the property sold absolutely, free from any claim or right of whatsoever kind,
including any equity or right of redemption of any Pledgor, and each Pledgor
hereby expressly waives all rights of redemption, stay or appraisal, and all
rights to require the Administrative Agent to marshal any assets in favor of
such Pledgor or any other party or against or in payment of any or all of the
Secured Obligations, that it has or may have under any rule of law or statute
now existing or hereafter adopted. No demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law, as
referred to below), all of which are hereby expressly waived by each Pledgor,
shall be required in connection with any sale or other disposition of any part
of the Collateral. If any notice of a proposed sale or other disposition of any part of the Collateral shall be required under
applicable law, the Administrative Agent shall
give the applicable Pledgor at least ten (10) days’ prior notice of the time and
place of any public sale and of the time after which any private sale or other
disposition is to be made, which notice each Pledgor agrees is commercially
reasonable. The Administrative Agent shall not be obligated to make any sale of
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale may have been given. The Administrative Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. Upon each public sale and, to the extent
permitted by applicable law, upon each private sale, the Administrative Agent
may purchase all or any of the Collateral being sold, free from any equity,
right of redemption or other claim or demand, and may make payment therefor by
endorsement and application (without recourse) of the Secured Obligations in
lieu of cash as a credit on account of the purchase price for such Collateral.


20 







    
6.2 Application of Proceeds. 

    
(a) All
Proceeds collected by the Administrative Agent upon any sale, other disposition
of or realization upon any of the Collateral, together with all other moneys
received by the Administrative Agent hereunder, shall be applied in accordance
with the provisions of Section 2.12 of the Credit Agreement. For purposes of
applying amounts in accordance with this Section, the Administrative Agent shall
be entitled to rely upon any Secured Party that has entered into a Permitted
Hedge Agreement with the Borrower for a determination (which such Secured Party
agrees to provide or cause to be provided upon request of the Administrative
Agent) of the outstanding Secured Obligations owed to such Secured Party under
any such Permitted Hedge Agreement. Unless it has actual knowledge (including by
way of written notice from any such Secured Party) to the contrary, the
Administrative Agent, in acting hereunder, shall be entitled to assume that no
Permitted Hedge Agreements or Secured Obligations in respect thereof are in
existence between any Secured Party and the Borrower. If any Lender or Affiliate
thereof that is a party to a Permitted Hedge Agreement with the Borrower (the
obligations of the Borrower under which are Secured Obligations) ceases to be a
Lender or Affiliate thereof, such former Lender or Affiliate thereof shall
nevertheless continue to be a Secured Party hereunder with respect to the
Secured Obligations under such Permitted Hedge Agreement. 

    
(b) In the
event that the proceeds of any such sale, disposition or realization are
insufficient to pay all amounts to which the Secured Parties are legally
entitled, the Pledgors shall be jointly and severally liable for the deficiency,
together with interest thereon at the highest rate specified in any applicable
Credit Document for interest on overdue principal or such other rate as shall be
fixed by applicable law, together with the costs of collection and all other
fees, costs and expenses payable hereunder. 

    
(c) Upon
any sale of any Collateral hereunder by the Administrative Agent (whether by
virtue of the power of sale herein granted, pursuant to judicial proceeding, or
otherwise), the receipt of the Administrative Agent or the officer making the
sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase
money paid over to the Administrative Agent or such officer or be answerable in
any way for the misapplication thereof. 

21 







    
6.3 Collateral Accounts. Upon the
occurrence and during the continuance of an Event of Default, the Administrative
Agent shall have the right to cause to be established and maintained, at its
principal office or such other location or locations as it may establish from
time to time in its discretion, one or more accounts (collectively,
“Collateral Accounts”) for the collection of cash Proceeds of the Collateral. Such
Proceeds, when deposited, shall continue to constitute Collateral for the
Secured Obligations and shall not constitute payment thereof until applied as
herein provided. The Administrative Agent shall have sole dominion and control
over all funds deposited in any Collateral Account, and such funds may be
withdrawn therefrom only by the Administrative Agent. Upon the occurrence and
during the continuance of an Event of Default, the Administrative Agent shall
have the right to (and, if directed by the Required Lenders pursuant to the
Credit Agreement, shall) apply amounts held in the Collateral Accounts in
payment of the Secured Obligations in the manner provided for in Section 6.2. 

    
6.4 Grant of License. Each Pledgor hereby
grants to the Administrative Agent an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to any Pledgor) to
use, license or sublicense any Patent Collateral, Trademark Collateral or
Copyright Collateral now owned or licensed or hereafter acquired or licensed by
such Pledgor, wherever the same may be located throughout the world, for such
term or terms, on such conditions and in such manner as the Administrative Agent
shall determine, whether general, special or otherwise, and whether on an
exclusive or nonexclusive basis, and including in such license reasonable access
to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof.
The use of such license or sublicense by the Administrative Agent shall be
exercised, at the option of the Administrative Agent, only upon the occurrence
and during the continuation of an Event of Default; provided that any license, sublicense
or other transaction entered into by the Administrative Agent in accordance
herewith shall be binding upon each applicable Pledgor notwithstanding any
subsequent cure of an Event of Default. 

    
6.5 Private Sales. 

    
(a) Each
Pledgor recognizes that the Administrative Agent may be compelled, at any time
after the occurrence and during the continuance of an Event of Default, to
conduct any sale of all or any part of the Pledged Interests without registering
or qualifying such Pledged Interests under the Securities Act of 1933, as
amended (the “Securities Act”), and/or any applicable state securities laws in effect at
such time. Each Pledgor acknowledges that any such private sales may be made in
such manner and under such circumstances as the Administrative Agent may deem
necessary or advisable in its sole and absolute discretion, including at prices
and on terms that might be less favorable than those obtainable through a public
sale without such restrictions (including, without limitation, a public offering
made pursuant to a registration statement under the Securities Act), and,
notwithstanding such circumstances, agrees that any such sale shall not be
deemed not to have been made in a commercially reasonable manner solely because
it was conducted as a private sale, and agrees that the Administrative Agent
shall have no obligation to conduct any public sales and no obligation to delay
the sale of any Pledged Interests for the period of time necessary to permit its
registration for public sale under the Securities Act and applicable state securities laws, and shall not have any responsibility
or liability as a result of its election so not to conduct any such public sales
or delay the sale of any Pledged Interests, notwithstanding the possibility that
a substantially higher price might be realized if the sale were deferred until
after such registration. Each Pledgor hereby waives any claims against the
Administrative Agent or any other Secured Party arising by reason of the fact
that the price at which any Pledged Interests may have been sold at any private
sale was less than the price that might have been obtained at a public sale or
was less than the aggregate amount of the Secured Obligations, even if the
Administrative Agent accepts the first offer received and does not offer such
Pledged Interests to more than one offeree. 

22 







    
(b) Each
Pledgor agrees that a breach of any of the covenants contained in this Section
will cause irreparable injury to the Administrative Agent and the other Secured
Parties, that the Administrative Agent and the other Secured Parties have no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section shall be specifically
enforceable against the Pledgors. 

    
6.6 The
Pledgors Remain Liable. Notwithstanding
anything herein to the contrary, (i) each Pledgor shall remain liable under all
Contracts to which it is a party included within the Collateral (including,
without limitation, all Ownership Agreements) to perform all of its obligations
thereunder to the same extent as if this Agreement had not been executed, (ii)
the exercise by the Administrative Agent of any of its rights or remedies
hereunder shall not release any Pledgor from any of its obligations under any of
such Contracts, and (iii) except as specifically provided for hereinbelow, the
Administrative Agent shall not have any obligation or liability by reason of
this Agreement under any of such Contracts, nor shall the Administrative Agent
be obligated to perform any of the obligations or duties of any Pledgor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder. The powers, rights and remedies conferred on the
Administrative Agent hereunder are solely to protect its interest and privilege
in such Contracts, as Collateral, and shall not impose any duty upon it to
exercise any such powers, rights or remedies. 

    
6.7 Waivers. Each Pledgor, to the greatest
extent not prohibited by applicable law, hereby (i) agrees that it will not
invoke, claim or assert the benefit of any rule of law or statute now or
hereafter in effect (including, without limitation, any right to prior notice or
judicial hearing in connection with the Administrative Agent’s possession,
custody or disposition of any Collateral or any appraisal, valuation, stay,
extension, moratorium or redemption law), or take or omit to take any other
action, that would or could reasonably be expected to have the effect of
delaying, impeding or preventing the exercise of any rights and remedies in
respect of the Collateral, the absolute sale of any of the Collateral or the
possession thereof by any purchaser at any sale thereof, and waives the benefit
of all such laws and further agrees that it will not hinder, delay or impede the
execution of any power granted hereunder to the Administrative Agent, but that
it will permit the execution of every such power as though no such laws were in
effect, (ii) waives all rights that it has or may have under any rule of law or
statute now existing or hereafter adopted to require the Administrative Agent to
marshal any Collateral or other assets in favor of such Pledgor or any other
party or against or in payment of any or all of the Secured Obligations, and
(iii) waives all rights that it has or may have under any rule of law or statute
now existing or hereafter adopted to demand, presentment, protest, advertisement
or notice of any kind (except notices expressly provided for herein). In
addition, each Pledgor waives any and all rights of
contribution or subrogation upon the sale or disposition of all or any portion
of the Collateral by the Administrative Agent. 

23 







ARTICLE VII 

THE ADMINISTRATIVE AGENT


    
7.1 The
Administrative Agent; Standard of Care. The
Administrative Agent will hold all items of the Collateral at any time received
under this Agreement in accordance with the provisions hereof. The obligations
of the Administrative Agent as holder of the Collateral and interests therein
and with respect to the disposition thereof, and otherwise under this Agreement
and the other Credit Documents, are only those expressly set forth in this
Agreement and the other Credit Documents. The Administrative Agent shall act
hereunder at the direction, or with the consent, of the Required Lenders on the
terms and conditions set forth in the Credit Agreement. The powers conferred on
the Administrative Agent hereunder are solely to protect its interest, on behalf
of the Secured Parties, in the Collateral, and shall not impose any duty upon it
to exercise any such powers. Except for treatment of the Collateral in its
possession in a manner substantially equivalent to that which the Administrative
Agent, in its individual capacity, accords its own property of a similar nature,
and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other
rights pertaining to the Collateral. Neither the Administrative Agent nor any
other Secured Party shall be liable to any Pledgor (i) for any loss or damage
sustained by such Pledgor, or (ii) for any loss, damage, depreciation or other
diminution in the value of any of the Collateral that may occur as a result of
or in connection with or that is in any way related to any exercise by the
Administrative Agent or any other Secured Party of any right or remedy under
this Agreement, any failure to demand, collect or realize upon any of the
Collateral or any delay in doing so, or any other act or failure to act on the
part of the Administrative Agent or any other Secured Party, except to the
extent that the same is caused by its own gross negligence or willful
misconduct. 

    
7.2 Further Assurances; Attorney-in-Fact.


    
(a) Each
Pledgor hereby irrevocably authorizes the Administrative Agent at any time and
from time to time to file in any filing office in any Uniform Commercial Code
jurisdiction any financing statements and amendments thereto that (i) indicate
the Collateral (x) as all assets of such Pledgor or words of similar effect,
regardless of whether any particular asset included within the Collateral falls
within the scope of Article 9 of the Uniform Commercial Code of any such
jurisdiction, or (y) as being of an equal or lesser scope or with greater
detail, and (ii) provide any other information required by Part 5 of Article 9
of the Uniform Commercial Code for the sufficiency or filing office acceptance
of any financing statement or amendment. 

    
(b) Each
Pledgor agrees that it will do such further acts and things (including, without
limitation, making any notice filings with state tax or revenue authorities
required to be made by account creditors in order to enforce any Accounts in
such state) and to execute and deliver to the Administrative Agent such
additional conveyances, assignments, agreements and instruments as the
Administrative Agent may reasonably require or deem advisable to perfect,
establish, confirm and maintain the security interest and Lien provided for
herein, to carry out the purposes of this Agreement or
to further assure and confirm unto the Administrative Agent its rights, powers
and remedies hereunder. 

24 







    
(c) Each
Pledgor hereby irrevocably appoints the Administrative Agent its lawful
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor, the Administrative Agent or otherwise, and with
full power of substitution in the premises (which power of attorney, being
coupled with an interest, is irrevocable for so long as this Agreement shall be
in effect), from time to time in the Administrative Agent’s discretion after the
occurrence and during the continuance of an Event of Default (except for the
actions described in clause (i) below, which may be taken by the Administrative
Agent without regard to whether an Event of Default has occurred) to take any
action and to execute any instruments that the Administrative Agent may deem
necessary or advisable to accomplish the purpose of this Agreement, including,
without limitation: 

     (i)
to sign the name of such Pledgor on any financing
statement, continuation statement, notice or other similar document that, in the
Administrative Agent’s opinion, should be made or filed in order to perfect or
continue perfected the security interest granted under this Agreement
(including, without limitation, any title or ownership applications for filing
with applicable state agencies to enable any motor vehicles now or hereafter
owned by such Pledgor to be retitled and the Administrative Agent listed as
lienholder thereon); 

     (ii)
to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral; 

     (iii)
to receive, endorse and collect any checks,
drafts, Instruments, Chattel Paper and other orders for the payment of money
made payable to such Pledgor representing any interest, income, dividend,
distribution or other amount payable in respect of any of the Collateral and to
give full discharge for the same; 

     (iv)
to obtain, maintain and adjust any property or
casualty insurance required to be maintained by such Pledgor under Section 6.6
of the Credit Agreement and direct the payment of proceeds thereof to the
Administrative Agent; 

     (v)
to pay or discharge taxes, Liens or other
encumbrances levied or placed on or threatened against the Collateral, the
legality or validity thereof and the amounts necessary to discharge the same to
be determined by the Administrative Agent in its sole discretion, any such
payments made by the Administrative Agent to become Secured Obligations of the
Pledgors to the Administrative Agent, due and payable immediately and without
demand; 

     (vi)
to file any claims or take any action or
institute any proceedings that the Administrative Agent may deem necessary or
advisable for the collection of any of the Collateral or otherwise to enforce
the rights of the Administrative Agent with respect to any of the Collateral;
and 

25 







     (vii)
to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with any and all of the Collateral
as fully and completely as though the Administrative Agent were the absolute
owner of the Collateral for all purposes, and to do from time to time, at the
Administrative Agent’s option and the Pledgors’ expense, all other acts and
things deemed necessary by the Administrative Agent to protect, preserve or
realize upon the Collateral and to more completely carry out the purposes of
this Agreement. 

    
(d) If any
Pledgor fails to perform any covenant or agreement contained in this Agreement
after written request to do so by the Administrative Agent (provided that no
such request shall be necessary at any time after the occurrence and during the
continuance of an Event of Default), the Administrative Agent may itself
perform, or cause the performance of, such covenant or agreement and may take
any other action that it deems necessary and appropriate for the maintenance and
preservation of the Collateral or its security interest therein, and the
reasonable expenses so incurred in connection therewith shall be payable by the
Pledgors under Section 8.1. 

ARTICLE VIII 

MISCELLANEOUS 

    
8.1 Indemnity and Expenses. The Pledgors
agree jointly and severally: 

    
(a) To
indemnify and hold harmless the Administrative Agent, each other Secured Party
and each of their respective directors, officers, employees, agents and
affiliates from and against any and all claims, damages, demands, losses,
obligations, judgments and liabilities (including, without limitation,
reasonable attorneys’ fees and expenses) in any way arising out of or in
connection with this Agreement and the transactions contemplated hereby, except
to the extent the same shall arise as a result of the gross negligence or
willful misconduct of the party seeking to be indemnified; and 

    
(b) To pay
the reasonable fees and expenses of counsel to the Administrative Agent and to
reimburse the Administrative Agent upon demand for all reasonable costs and
expenses incurred by it, in each case in connection with (i) the engagement of
appraisers, consultants, auditors or similar Persons by the Administrative Agent
at any time to render opinions concerning the value of the Collateral, (ii) the
creation, perfection and maintenance of the perfection of the Administrative
Agent’s Liens upon the Collateral, including, without limitation, Lien search,
filing and recording fees, (iii) the custody, use or preservation of, or the
sale of, collection from or other realization upon, any of the Collateral,
including the reasonable expenses of re-taking, holding, preparing for sale or
lease, selling or otherwise disposing of or realizing on the Collateral, (iv)
the exercise or enforcement of any rights or remedies granted hereunder, under
any of the other Credit Documents or otherwise available to it (whether at law,
in equity or otherwise), or (v) the failure by any Pledgor to perform or observe
any of the provisions hereof. The provisions of this Section shall survive the
execution and delivery of this Agreement, the repayment of any of the Secured
Obligations, the termination of the Commitments and the termination or
expiration of all Letters of Credit under the Credit Agreement, the termination
of this Agreement or any other Credit Document, and the termination of, and settlement of the Borrower’s obligations under, any
Permitted Hedge Agreement to which any Hedge Party is a party.


26 







    
8.2 No
Waiver. The rights and remedies of the
Secured Parties expressly set forth in this Agreement and the other Credit
Documents are cumulative and in addition to, and not exclusive of, all other
rights and remedies available at law, in equity or otherwise. No failure or
delay on the part of any Secured Party in exercising any right, power or
privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege or be
construed to be a waiver of any Default or Event of Default. No course of
dealing between the Pledgors and the Secured Parties or their agents or
employees shall be effective to amend, modify or discharge any provision of this
Agreement or any other Credit Document or to constitute a waiver of any Default
or Event of Default. No notice to or demand upon any Pledgor in any case shall
entitle such Pledgor or any other Pledgor to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the right of
any Secured Party to exercise any right or remedy or take any other or further
action in any circumstances without notice or demand. 

    
8.3 Enforcement. By its acceptance of the
benefits of this Agreement, each Lender agrees that this Agreement may be
enforced only by the Administrative Agent, acting upon the instructions or with
the consent of the Required Lenders as provided for in the Credit Agreement, and
that no Lender shall have any right individually to enforce or seek to enforce
this Agreement or to realize upon any Collateral or other security given to
secure the payment and performance of the Secured Obligations. 

    
8.4 Amendments, Waivers, etc. No
amendment, modification, waiver, discharge or termination of, or consent to any
departure by any Pledgor from, any provision of this Agreement, shall be
effective unless in a writing signed by the Administrative Agent and such of the
Lenders as may be required under the provisions of the Credit Agreement to
concur in the action then being taken, and then the same shall be effective only
in the specific instance and for the specific purpose for which given.


    
8.5 Continuing Security Interest; Term; Successors and Assigns;
Assignment; Termination and Release; Survival.
This Agreement shall create a continuing security interest in the Collateral and
shall secure the payment and performance of all of the Secured Obligations as
the same may arise and be outstanding at any time and from time to time from and
after the date hereof, and shall (i) remain in full force and effect until the
occurrence of the Termination Requirements (as hereinafter defined), (ii) be
binding upon and enforceable against each Pledgor and its successors and assigns
(provided,
however,
that no Pledgor may sell, assign or transfer any of its rights, interests,
duties or obligations hereunder without the prior written consent of the
Lenders) and (iii) inure to the benefit of and be enforceable by each Secured
Party and its successors and assigns. Upon any sale or other disposition by any
Pledgor of any Collateral in a transaction expressly permitted hereunder or
under or pursuant to the Credit Agreement or any other applicable Credit
Document, the Lien and security interest created by this Agreement in and upon
such Collateral shall be automatically released, and upon the satisfaction of
all of the Termination Requirements, this Agreement and the Lien and security
interest created hereby shall terminate (provided that the provisions of
Section 6.7
shall survive the termination of this Agreement); and in
connection with any such release or termination, the Administrative Agent, at
the request and expense of the applicable Pledgor, will execute and deliver to
such Pledgor such documents and instruments evidencing such release or
termination as such Pledgor may reasonably request and will assign, transfer and
deliver to such Pledgor, without recourse and without representation or
warranty, such of the Collateral as may then be in the possession of the
Administrative Agent (or, in the case of any partial release of Collateral, such
of the Collateral so being released as may be in its possession). All
representations, warranties, covenants and agreements herein shall survive the
execution and delivery of this Agreement and any Pledgor Accession. For purposes
of this Agreement, “Termination
Requirements” means (x) the payment in full
in cash of the Secured Obligations (other than contingent and indemnification
obligations not then due and payable), (y) the termination of the Commitments
and the termination or expiration of all Letters of Credit under the Credit
Agreement, and (z) the termination of, and settlement of all obligations of the
Borrower under, each Permitted Hedge Agreement to which any Hedge Party is a
party. 

27 







    
8.6 Additional Pledgors. Each Pledgor
recognizes that the provisions of the Credit Agreement require Persons that
become Subsidiaries of the Borrower (other than Immaterial Subsidiaries), and
that are not already parties hereto, to execute and deliver a Pledgor Accession,
whereupon each such Person shall become a Pledgor hereunder with the same force
and effect as if originally a Pledgor hereunder on the date hereof, and agrees
that its obligations hereunder shall not be discharged, limited or otherwise
affected by reason of the same, or by reason of the Administrative Agent’s
actions in effecting the same or in releasing any Pledgor hereunder, in each
case without the necessity of giving notice to or obtaining the consent of such
Pledgor or any other Pledgor. 

    
8.7 Notices. All notices and other
communications provided for hereunder shall be given to the parties in the
manner and subject to the other notice provisions set forth in the Credit
Agreement and the Guaranty. 

    
8.8 Governing Law. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York (including Sections 5-1401 and 5-1402 of the New York General
Obligations Law, but excluding all other choice of law and conflicts of law
rules). 

    
8.9 Severability. To the extent any
provision of this Agreement is prohibited by or invalid under the applicable law
of any jurisdiction, such provision shall be ineffective only to the extent of
such prohibition or invalidity and only in such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the
remaining provisions of this Agreement in any jurisdiction. 

    
8.10 Construction. The headings of the
various sections and subsections of this Agreement have been inserted for
convenience only and shall not in any way affect the meaning or construction of
any of the provisions hereof. Unless the context otherwise requires, words in
the singular include the plural and words in the plural include the singular.


    
8.11 Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. 

[The remainder of this page left blank
intentionally.] 

28 







    
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed under seal by their duly
authorized officers as of the date first above written. 




	KRISPY KREME
      DOUGHNUT
	CORPORATION
	 
	 
	By:	/s/ Douglas R.
      Muir	 
	Name:  	Douglas R. Muir
	Title:	Chief Financial Officer
	 
	 
	KRISPY KREME DOUGHNUTS,
      INC.
	 
	 
	By:	/s/ Douglas R.
      Muir	 
	Name:	Douglas R. Muir
	Title:	Chief Financial Officer
	 
	 
	HDN DEVELOPMENT
      CORPORATION
	 
	 
	By:	/s/ H. Clark
      Beeson, III	 
	Name:	H. Clark Beeson, III
	Title:	President










Accepted and agreed to: 

WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
as Administrative
Agent 

	By:	/s/ R. Alan
      Proctor	 
	Name:  	R. Alan Proctor
	Title:	Senior Vice
  President










ANNEX A 

FILING LOCATIONS 

	Name of Pledgor	Jurisdiction
	Krispy Kreme Doughnut Corporation	North Carolina
	Krispy Kreme Doughnuts, Inc.	North Carolina
	HDN Development Corporation	Kentucky









ANNEX B 

JURISDICTION OF ORGANIZATION, CERTAIN
LOCATIONS

		Jurisdiction of					
		Incorporation/	Federal Tax	Organizational			
	Legal Name of Pledgor	Organization	ID No.	ID No.	Chief Executive Office Address	Records Related to Collateral	Other Places of Business
	Krispy Kreme Doughnut	North Carolina	56-1318322	0081920	370
      Knollwood St.	370
      Knollwood St.	370
      Knollwood St.
	Corporation				Suite 500	Suite 500	Suite 500
					Winston-Salem, NC 27103	Winston-Salem, NC 27103	Winston-Salem, NC 27103
							 
							1814 Ivy Ave.
							Winston-Salem, NC 27105
							 
							3190 Centre Park Blvd.
							Winston-Salem, NC 27107
							 
							740
      E. 27th Street
							Winston-Salem, NC 27105
							 
							See
      also Schedule 5.12 to the
							Credit Agreement.
	Krispy Kreme	North Carolina	56-2169715	0513436	370
      Knollwood St.	370
      Knollwood St.	None
	Doughnuts, Inc.				Suite 500	Suite 500	
					Winston-Salem, NC 27103	Winston-Salem, NC 27103	
	HDN Development	Kentucky	61-1302708	0415293	370
      Knollwood St.	370
      Knollwood St.	None
	Corporation				Suite 500	Suite 500	
					Winston-Salem, NC 27103	Winston-Salem, NC 27103	


No Pledgor (x) presently conducts business under any prior or other
corporate or
company name or
under any trade or fictitious names other than “Krispy Kreme” or “Krispy Kreme Doughnuts”, (y) has entered into any
contract or
granted any Lien within the past five years under any name other than its legal
corporate name, or
(z) has filed any tax return under any name other than its exact legal name.








ANNEX C 

PLEDGED INTERESTS 

					Percentage of
					Outstanding
		Type of	Certificate	No. of shares	Interests
	Name of Issuer	Interests	No.	(if applicable)	in Issuer
	Krispy Kreme Doughnut Corporation	Capital Stock	584	1	100%
	HDN Development Corporation	Stock	3	100	100%
	KK
      Canada Holdings, Inc.	Common Stock	1	100	100%
	2	1,000
	Krispy Kreme Asia Pacific Ltd.	Common Stock	2	6,500	65%
	Krispy Kreme Canada, Inc.	Common Stock	1	100	100%
	Krispy Kreme Management I,
      LLC	LLC Membership
Interests	N/A	N/A	100%
	Krispy Kreme Management
      II, LLC	LLC Membership
Interests	N/A	N/A	100%
	North Texas Doughnuts, L.P.	General Partnership
Interests	N/A	N/A	1%
	Limited Partnership
Interests	N/A	N/A	99%
	Northeast Doughnuts,
      LLC	LLC Membership
Interests	N/A	N/A	100%
	Panhandle Doughnuts,
      LLC	LLC Membership
Interests	N/A	N/A	100%
	Southern Doughnuts,
      LLC	LLC Membership
Interests	N/A	N/A	100%
	Southwest Doughnuts,
      LLC	LLC Membership
Interests	N/A	N/A	100%









ANNEX D 

COPYRIGHTS AND COPYRIGHT
APPLICATIONS 

All Owned by Krispy Kreme Doughnut
Corporation 

	Country	Copyright
      Title	Registration Number	Registration Date
	United States	Krispy Kreme Automated Route Sales	TXu 207-986	08/19/85
	United States	Krispy Kreme Automated Route Sales	TXu 207-987	08/19/85
	United States	Krispy Kreme Automated Route Sales
      Handbook	TXu 208-351	08/20/85
	United States	Krispy Kreme Doughnut Corporation Shop
      System Training and Reference Guide (additions, editing and updating;
      previous reg. TXu 208-351)	TXu 260-264	11/13/86
	United States	Krispy Kreme Doughnut Corporation Shop
      System (revised program text; previous reg. TXu 207-298 and TXu
      207-987)	TXu 286-505	06/24/87
	United States	Krispy Kreme Doughnut Corporation Shop
      System Training and Reference Guide (some new and some revised; previous
      reg. TXu 260-264)	TXu 286-644	06/24/87
	United States	Krispy Kreme Doughnut Corporation Shop
      System (revised program text; previous reg. TXu 286-505)	TXu 359-092	02/23/89
	United States	Krispy Kreme Doughnut Corporation Shop
      System Training and Reference Guide (some new and some revised; previous
      reg. TXu 286-644)	TXu 359-093	02/23/89









ANNEX E 

PATENTS AND PATENT APPLICATIONS 

All Owned by HDN Development
Corporation 

			PATENT	ISSUE
			(APPLICATION)	(FILING)
	COUNTRY	TITLE OF INVENTION	NUMBER	DATE
	Australia	Methods and
      Systems for Automatically Extruding and Cutting	2001263415	
		Dough-based Products Having Pre-selected
Weights		Issued 02/03/05
	Austria	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Belgium	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Canada	Methods and
      Systems for Automatically Extruding and Cutting	2,408,690	
		Dough-based Products Having Pre-selected
Weights		Issued 03/14/06
	Denmark	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Europe	Methods and
      Systems for Automatically Extruding and Cutting	EP 1 286 595
      B1	
		Dough-based Products Having Pre-selected
Weights		Issued 11/10/04
	Finland	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	France	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Germany	Methods and
      Systems for Automatically Extruding and Cutting	601 07
      083.6-08	Validation
      Completed
		Dough-based
      Products Having Pre-selected Weights	(Validation
      of	
			EP 1 286 595 B1)	
	Greece	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation in
      Progress
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595  B1	









			PATENT	ISSUE
			(APPLICATION)	(FILING)
	COUNTRY	TITLE OF INVENTION	NUMBER	DATE
	International	Methods and
      Systems for Preparing Dough-Based Products	PCT/US2013/039376	Filed
      05/13/2013
				Pending
	Ireland	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Italy	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Japan	Methods and
      Systems for Automatically Extruding and Cutting	4731090	Issued
      04/28/2011
		Dough-based Products Having Pre-selected
Weights		
	Korea (South)	Methods and
      Systems for Automatically Extruding and Cutting	740412	Issued
      07/16/2007
		Dough-based Products Having Pre-selected
Weights		
	Mexico	Methods and
      Systems for Automatically Extruding and Cutting	243234	Issued
      01/11/2007
		Dough-based Products Having Pre-selected
Weights		
	The Netherlands	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Portugal	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Saudi Arabia	Methods and
      Systems for Preparing Dough-Based Products	113340521	Filed
      05/04/2013
				Pending
	Spain	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Sweden	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Switzerland	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	Taiwan	Methods and
      Systems for Preparing Dough-Based Products	102115944	Filed
      05/03/2013
				Pending
	Turkey	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	
	United Kingdom	Methods and
      Systems for Automatically Extruding and Cutting	Validation
      of	Validation
      Completed
		Dough-based Products Having Pre-selected
Weights	EP 1 286 595 B1	









			PATENT	ISSUE
			(APPLICATION)	(FILING)
	COUNTRY	TITLE OF INVENTION	NUMBER	DATE
	United States	Systems for
      Controlling Mixing Processes	6,827,476	
				Issued 12/07/2004
	United States	Method for
      Controlling Mixing Processes	6,656,515	
				Issued 12/02/2003
	United States	Methods and
      Systems for Automatically Extruding and Cutting	6,511,689	
		Dough-Based Products Having Pre-Selected
Weights		Issued 01/28/2003
	United States	Methods and
      Apparatus for Applying Glaze or Other Coatings	7,293,525	Issued
      11/13/2007
		to Food Products		
	United States	Methods And
      Systems For Automatically Extruding And	7,029,715	
		Cutting Dough-Based Products Having Pre-Selected
      Weights		Issued 04/18/2006
	United States	Methods and
      Apparatuses For Cutting Dough Utilizing a	8,002,534	Issued
      08/23/2011
		Shaped Opening		
	United States	Doughnut	D586,528	Issued 02/17/2009
	United States	Doughnut	D586,978	Issued 02/24/2009
	United States	Doughnut	D614,828	Issued 05/04/2010
	United States	Doughnut	D614,829	Issued 05/04/2010
	United States	Doughnut	D615,276	Issued 05/11/2010
	United States	Doughnut	D613,027	Issued 04/06/2010
	United States	Doughnut	29/288,281	Filed
      06/06/2007
				Pending
	United States	Methods and
      Apparatuses For Cutting Dough Utilizing a	13/215,817	Filed
      08/23/2011
		Shaped Opening		Pending
	United States	Crisped Rice
      Food Product	29/405,700	Filed 11/4/2011
				Pending
	United States	Crisped Rice
      Food Product	29/405,701	Filed
      11/04/2011
				Pending
	United States	Crisped Rice
      Food Product	29/426,894	Filed
      07/11/2012
				Pending
	United States     	Methods and
      Systems for Preparing Dough-Based Products	13/886,387	Filed
      05/03/2013
				Pending









ANNEX F 

TRADEMARKS AND TRADEMARK APPLICATIONS


All Owned by HDN Development
Corporation





































































































































































































































































































































































































 
























































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































ANNEX G

DEPOSIT ACCOUNTS

	Bank
      Name	Acct
      Number	Acct
      Name	Account
      Type
	FIFTH THIRD BANCORP	##########	KRISPY KREME DOUGHNUTS #364	Depository
	FIFTH THIRD
      BANCORP	##########	KRISPY KREME
      DOUGHNUTS CONCENTRATION	Concentration
	 
	Wells Fargo Bank	##########	KKDC LOCKBOX	Lockbox
	Wells Fargo
      Bank	##########	KKDC GIFT CARD
      ACCOUNT	Gift Card - not
      our money
	Wells Fargo Bank	##########	KKDC CONCENTRATION	Concentration
	Wells Fargo
      Bank	##########	KKDC CREDIT
      CARD	Credit
      Card
	Wells Fargo Bank	##########	NORTH TEXAS CREDIT CARD	Credit Card
	Wells Fargo
      Bank	##########	KKDC
      DEPOSITORY	Depository
	Wells Fargo Bank	##########	KRISPY KREME	Asia Pacific LTD
	Wells Fargo
      Bank	##########	KKDC
    EDI	EDI
	Wells Fargo Bank	##########	KKDC PAYROLL	Payroll
	Wells Fargo
      Bank	##########	RELATIONSHIP
      SUMMARY - KKDC	
	Wells Fargo Bank	##########	HKD Account	
	 
	BANK OF AMERICA, N.A.	##########	N. TEXAS DOUG	Depository
	BANK OF AMERICA,
      N.A.	##########	N. TEXAS
      DOUG	Depository
	BANK OF AMERICA, N.A.	##########	N. TEXAS DOUG	Depository
	BANK OF AMERICA,
      N.A.	##########	N. TEXAS
      DOUG	Depository
	BANK OF AMERICA, N.A.	##########	RELATIONSHIP SUMMARY - KKD	Concentration
	BANK OF AMERICA,
      N.A.	##########	Krispy Kreme
      #21	Depository
	 
	JP Morgan Chase	##########	Demand Deposit Account	Depository
	 
	SUNTRUST	##########	KRISPY KREME DOUGHNUTS	Primary Business Checking
	 
	First Tennessee	##########	KRISPY KREME DOUGHNUTS	Concentration
	First
      Tennessee	##########	Krispy Kreme
      10	Depository
	First Tennessee	##########	Krispy Kreme 4	Depository
	First
      Tennessee	##########	Krispy Kreme
      6	Depository
	First Tennessee	##########	Krispy Kreme 7	Depository









	First
      Tennessee	##########	Krispy Kreme
      101	Depository
	First Tennessee	##########	Krispy Kreme 110	Depository
	First
      Tennessee	##########	Krispy Kreme
      262	Depository
	First Tennessee	##########	Krispy Kreme 54	Depository
	First
      Tennessee	##########	Krispy Kreme
      55	Depository
	First Tennessee	##########	Krispy Kreme 52	Depository
	First
      Tennessee	##########	Krispy Kreme
      53	Depository
	First Tennessee	##########	Krispy Kreme 62	Depository
	First
      Tennessee	##########	Krispy Kreme
      63	Depository
	First Tennessee	##########	Krispy Kreme 64	Depository
	First
      Tennessee	##########	Krispy Kreme
      111	Depository
	First Tennessee	##########	Krispy Kreme 154	Depository
	First
      Tennessee	##########	Krispy Kreme
      158	Depository
	First Tennessee	##########	Krispy Kreme 3	Depository
	First
      Tennessee	##########	Krispy Kreme
      19	Depository
	First Tennessee	##########	Krispy Kreme 105	Depository
	First
      Tennessee	##########	Krispy Kreme
      126	Depository
	First Tennessee	##########	Krispy Kreme 136	Depository
	First
      Tennessee	##########	Krispy Kreme
      137	Depository
	First Tennessee	##########	Krispy Kreme 135	Depository
	First
      Tennessee	##########	Krispy Kreme
      41	Depository
	First Tennessee	##########	Krispy Kreme 51	Depository
	First
      Tennessee	##########	Krispy Kreme
      100	Depository
	First Tennessee	##########	Krispy Kreme 139	Depository
	First
      Tennessee	##########	Krispy Kreme
      40	Depository
	First Tennessee	##########	Krispy Kreme 58	Depository
	First
      Tennessee	##########	Krispy Kreme
      364	Depository
	First Tennessee	##########	Krispy Kreme 74	Depository
	First
      Tennessee	##########	Krispy Kreme
      75	Depository
	First Tennessee	##########	Krispy Kreme 76	Depository
	First
      Tennessee	##########	Krispy Kreme
      77	Depository
	First Tennessee	##########	Krispy Kreme 42	Depository
	First
      Tennessee	##########	Krispy Kreme
      44	Depository
	First Tennessee	##########	Krispy Kreme 45	Depository
	First
      Tennessee	##########	Krispy Kreme
      46	Depository
	First Tennessee	##########	Krispy Kreme 49	Depository









	First
      Tennessee	##########	Krispy Kreme
      56	Depository
	First Tennessee	##########	Krispy Kreme 143	Depository
	First
      Tennessee	##########	Krispy Kreme
      271	Depository
	First Tennessee	##########	Krispy Kreme 272	Depository
	First
      Tennessee	##########	Krispy Kreme
      219	Depository
	First Tennessee	##########	Krispy Kreme 36	Depository
	First
      Tennessee	##########	Krispy Kreme
      117	Depository
	First Tennessee	##########	Krispy Kreme 32	Depository
	First
      Tennessee	##########	Krispy Kreme
      122	Depository
	First Tennessee	##########	Krispy Kreme 23	Depository
	First
      Tennessee	##########	Krispy Kreme
      3509	Depository
	First Tennessee	##########	Krispy Kreme 226	Depository
	First
      Tennessee	##########	Krispy Kreme
      95	Depository
	First Tennessee	##########	Krispy Kreme 24	Depository
	First
      Tennessee	##########	Krispy Kreme
      28	Depository
	First Tennessee	##########	Krispy Kreme 121	Depository
	First
      Tennessee	##########	Krispy Kreme
      124	Depository
	First Tennessee	##########	Krispy Kreme 195	Depository
	First
      Tennessee	##########	Krispy Kreme
      196	Depository
	First Tennessee	##########	Krispy Kreme 197	Depository
	First
      Tennessee	##########	Krispy Kreme
      90	Depository
	First Tennessee	##########	Krispy Kreme 59	Depository
	First
      Tennessee	##########	Krispy Kreme
      87	Depository
	First Tennessee	##########	Krispy Kreme 89	Depository
	First
      Tennessee	##########	Krispy Kreme
      245	Depository
	First Tennessee	##########	Krispy Kreme 82	Depository
	First
      Tennessee	##########	Krispy Kreme
      232	Depository
	First Tennessee	##########	Krispy Kreme 208	Depository
	First
      Tennessee	##########	Krispy Kreme
      361	Depository
	First Tennessee	##########	Krispy Kreme 85	Depository
	First
      Tennessee	##########	Krispy Kreme
      86	Depository
	First Tennessee	##########	Krispy Kreme 251	Depository
	First
      Tennessee	##########	Krispy Kreme
      252	Depository
	First Tennessee	##########	Krispy Kreme 253	Depository
	First
      Tennessee	##########	Krispy Kreme
      337	Depository
	First Tennessee	##########	Krispy Kreme 378	Depository









	First
      Tennessee	##########	Krispy Kreme
      346	Depository
	First Tennessee	##########	Krispy Kreme 362	Depository
	First
      Tennessee	##########	Krispy Kreme
      325	Depository
	First Tennessee	##########	Krispy Kreme 330	Depository
	First
      Tennessee	##########	Krispy Kreme
      237	Depository
	First Tennessee	##########	Krispy Kreme 322	Depository
	First
      Tennessee	##########	Krispy Kreme
      340	Depository
	First Tennessee	##########	Krispy Kreme 999	Depository
	First
      Tennessee	##########	Krispy Kreme
      152	Depository
	First Tennessee	##########	Krispy Kreme 172	Depository
	First
      Tennessee	##########	Krispy Kreme
      12	Depository
	First Tennessee	##########	Krispy Kreme 16	Depository
	First
      Tennessee	##########	Krispy Kreme
      132	Depository
	First Tennessee	##########	Krispy Kreme 134	Depository









ANNEX
H 

SECURITIES ACCOUNTS


	             
      I. Securities Accounts		
	Intermediary	Account Number	Account Name	Account Type
	Charles
      Schwab	####-####	Krispy Kreme
      Doughnut Corporation	Brokerage



	             
      II. Commodity Accounts		
	Intermediary	Account Number	Account Name	Account Type
	R.J.
    O’Brien	### #####	Krispy Kreme Doughnuts
      [sic] Corporation	Agricultural
    futures
				hedging
      account
	R.J.
    O’Brien	### #####	Krispy Kreme Doughnuts
      [sic] Corporation	Fuel futures
    hedging
				account









ANNEX I

COMMERCIAL TORT CLAIMS

None.








EXHIBIT A 

GRANT OF SECURITY INTEREST 
IN
COPYRIGHTS 

    
WHEREAS, [NAME OF
PLEDGOR] (the “Pledgor”) is the owner of the copyright applications and
registrations listed on Schedule
A attached hereto (all such copyrights,
registrations and applications, collectively, the “Copyrights”); and 

    
WHEREAS, the Pledgor has
entered into a Pledge and Security Agreement (as amended, modified, restated or
supplemented from time to time, the “Security
Agreement”), dated as of July 12, 2013, in
which the Pledgor has agreed with Wells Fargo Bank, National Association, as
Administrative Agent (the “Administrative
Agent”), with offices at 1525 W. W.T. Harris
Blvd., Building 3A2, Charlotte, North Carolina 28262, to execute this
Assignment; 

    
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, as security for the payment and performance of the Secured
Obligations (as defined in the Security Agreement), the Pledgor does hereby
grant to the Administrative Agent a security interest in all of its right, title
and interest in and to the Copyrights, and the use thereof, together with all
proceeds and products thereof. This Grant has been given in conjunction with the
security interest granted to the Administrative Agent under the Security
Agreement, and the provisions of this Grant are without prejudice to and in
addition to the provisions of the Security Agreement, which are incorporated
herein by this reference. 


	[NAME OF
      PLEDGOR]
	 
	By:	 
	 
	Name:  	 
	 
	Title:	 










Schedule A 

COPYRIGHTS AND COPYRIGHT APPLICATIONS


			Application or				Registration or
	Owner	     	Registration No.	     	Country	     	Filing
Date















EXHIBIT B 

GRANT OF SECURITY INTEREST 
IN
PATENTS AND TRADEMARKS 

    
WHEREAS, [NAME OF
PLEDGOR] (the “Pledgor”) is the owner of the trademark applications and
registrations listed on Schedule
A attached hereto, (all such trademarks,
registrations and applications, collectively, the “Trademarks”) and is the owner of the
patents and patent applications listed on Schedule A attached hereto (all such
patents, registrations and applications, collectively, the “Patents”); and 

    
WHEREAS, the Pledgor has
entered into a Pledge and Security Agreement (as amended, modified, restated or
supplemented from time to time, the “Security
Agreement”), dated as of July 12, 2013, in
which the Pledgor has agreed with Wells Fargo Bank, National Association, as
Administrative Agent (the “Administrative
Agent”), with offices at 1525 W. W.T. Harris Blvd.,
Building 3A2, Charlotte, North Carolina 28262, to execute this Grant;


    
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, as security for the payment and performance of the Secured
Obligations (as defined in the Security Agreement), the Pledgor does hereby
grant to the Administrative Agent a security interest in all of its right, title
and interest in and to the Trademarks and the Patents, and the use thereof,
together with all proceeds and products thereof and the goodwill of the
businesses symbolized by the Trademarks. This Grant has been given in
conjunction with the security interest granted to the Administrative Agent under
the Security Agreement, and the provisions of this Grant are without prejudice
to and in addition to the provisions of the Security Agreement, which are
incorporated herein by this reference. 


	[NAME OF
      PLEDGOR]
	 
	By:	 
	 
	Name: 	 
	 
	Title:	 










Schedule A 

TRADEMARKS AND TRADEMARK APPLICATIONS


					Application or				Issue or
	Owner	  
  	Mark	     	Registration
      No.	     	Country	     	Filing
  Date










PATENTS
AND PATENT APPLICATIONS 

			Application or						Issue or
	Owner	     	Registration No.	     	Country	     	Inventor	     	Filing Date

















EXHIBIT C 

FORM OF
PLEDGOR
ACCESSION 

    
THIS PLEDGOR ACCESSION
(this “Accession”), dated as of _____________, ____, is executed and delivered by
[NAME OF NEW PLEDGOR], a ______________ corporation (the “New Pledgor”), in favor of
Wells Fargo Bank, National Association, in its capacity as Administrative Agent
under the Credit Agreement referred to hereinbelow (in such capacity, the
“Administrative Agent”), pursuant to the Security Agreement referred to
hereinbelow. 

    
Reference is made to the Credit Agreement, dated as of July 12, 2013,
among Krispy Kreme Doughnut Corporation (the “Borrower”), Krispy Kreme Doughnuts,
Inc. (the “Parent”), the Lenders party thereto, and the Administrative Agent (as amended,
modified, restated or supplemented from time to time, the “Credit Agreement”). In
connection with and as a condition to the initial and continued extensions of
credit under the Credit Agreement, (i) the Parent and certain subsidiaries of
the Borrower, pursuant to a Guaranty, dated as of July [__], 2013 (as amended,
modified, restated or supplemented from time to time, the “Guaranty”), have guaranteed
the payment in full of the obligations of the Borrower under the Credit
Agreement and the other Credit Documents (as defined in the Credit Agreement),
and (ii) the Parent, the Borrower and certain of its subsidiaries, pursuant to a
Pledge and Security Agreement, dated as of July 12, 2013 (as amended, modified,
restated or supplemented from time to time, the “Security Agreement”), have granted in
favor of the Administrative Agent a security interest in and Lien upon the
Collateral described therein as security for their obligations under the Credit
Agreement, the Guaranty and the other Credit Documents. Capitalized terms used
herein without definition shall have the meanings given to them in the Security
Agreement. 

    
The Borrower has agreed under the Credit Agreement to cause each of its
future direct and indirect subsidiaries (other than Immaterial Subsidiaries) to
become a party to the Guaranty as a guarantor thereunder and to the Security
Agreement as a Pledgor thereunder. The New Pledgor is a direct or indirect
subsidiary of the Borrower and, as required by the Credit Agreement, has become
a guarantor under the Guaranty as of the date hereof. The New Pledgor will
obtain benefits as a result of the continued extension of credit to the Borrower
under the Credit Agreement, which benefits are hereby acknowledged, and,
accordingly, desire to execute and deliver this Accession. Therefore, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and to induce the
Lenders to continue to extend credit to the Borrower under the Credit Agreement,
the New Pledgor hereby agrees as follows: 

    
1. The New Pledgor hereby joins in and agrees to be bound by each and all
of the provisions of the Security Agreement as a Pledgor thereunder. In
furtherance (and without limitation) of the foregoing, pursuant to Section 2.1
of the Security Agreement, and as security for all of the Secured Obligations,
the New Pledgor hereby pledges, assigns and delivers to the Administrative
Agent, for the ratable benefit of the Secured Parties, and grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a Lien
upon and security interest in, all of its right, title and interest in and to
the Collateral as set forth in Section 2.1 of the
Security Agreement, all on the terms and subject to the conditions set forth in
the Security Agreement. 







    
2. The New Pledgor hereby represents and warrants that (i)
Schedule 1
hereto sets forth all information required to be listed on Annexes A, B, C, D,
E, F, G, H and I to the Security Agreement in order to make each representation
and warranty contained in Sections 3.1 and 3.2 of the Security Agreement true
and correct with respect to the New Pledgor as of the date hereof and after
giving effect to this Accession and (ii) after giving effect to this Accession
and to the incorporation into such Annexes, as applicable, of the information
set forth in Schedule 1, each representation and warranty contained in Article
III of the Security Agreement is true and correct with respect to the New
Pledgor as of the date hereof, as if such representations and warranties were
set forth at length herein. 

    
3. This Accession shall be a Credit Document (within the meaning of such
term under the Credit Agreement), shall be binding upon and enforceable against
the New Pledgor and its successors and assigns, and shall inure to the benefit
of and be enforceable by each Secured Party and its successors and assigns. This
Accession and its attachments are hereby incorporated into the Security
Agreement and made a part thereof. 

2







    
IN WITNESS WHEREOF, the
New Pledgor has caused this Accession to be executed under seal by its duly
authorized officer as of the date first above written. 


	[NAME OF NEW
      PLEDGOR]
	 
	By:	 
	 
	Name: 	 
	 
	Title:	 




3







Schedule 1 

Information to be added to Annex A of the Security
Agreement: 

FILING LOCATIONS 

	Name of Pledgor	Filing Location
		  Secretary of State of
____________



Information to be added to Annex B of the Security
Agreement: 

JURISDICTION OF ORGANIZATION, CERTAIN
LOCATIONS 

[Name of Pledgor:] 

	Jurisdiction of Incorporation/Organization:				
	 				
	Federal Tax ID no.:				
	 				
	Organizational ID no.:			 	[N/A]
	 
	Chief Executive Office Address:		 		 
			 		
			 		
	 
	Records Related to Collateral:				
			 		
			 		
	 
	Locations of Equipment or Inventory:				
			 		
			 		
	 
	Other places of business:				
			 		
			 		
	 				
	Trade/fictitious or prior corporate names (last five
    years):	 			
	 				
	Names used in tax filings (last five years):				



4







Information to be added to
[Annexes C/D/E/F/G/H/I] of the Security Agreement: 

[Complete as applicable] 









5







EXHIBIT D 

PLEDGE AMENDMENT 

    
THIS PLEDGE AMENDMENT,
dated as of _______________, _____, is delivered by [NAME OF PLEDGOR] (the
“Pledgor”)
pursuant to Section Error! Reference source not found. of the Security Agreement
referred to hereinbelow. The Pledgor hereby agrees that this Pledge Amendment
may be attached to the Pledge and Security Agreement, dated as of July 12, 2013,
made by the Pledgor and certain other pledgors named therein in favor of Wells
Fargo Bank, National Association, as Administrative Agent (as amended, modified,
restated or supplemented from time to time, the “Security Agreement,” capitalized terms
defined therein being used herein as therein defined), and that the Pledged
Interests listed on Schedule 1 to this Pledge Amendment shall be deemed to be part of the
Pledged Interests within the meaning of the Security Agreement and shall become
part of the Collateral and shall secure all of the Secured Obligations as
provided in the Security Agreement. This Pledge Amendment and its attachments
are hereby incorporated into the Security Agreement and made a part thereof.



	[NAME OF
      PLEDGOR]
	  
	By:	 
	 	 
	Title:  	 










Schedule 1 

PLEDGED INTERESTS 

									Percentage of
									Outstanding
			Type of		Certificate		No. of shares		Interests
	Name of Issuer	     	Interests	     	Number	     	(if applicable)	     	in
Issuer