GUARANTY AGREEMENT 

    
THIS GUARANTY AGREEMENT,
dated as of the 12th day of July, 2013 (this “Guaranty”), is made by
KRISPY KREME DOUGHNUTS, INC., a North Carolina corporation (the “Parent”), each of the
undersigned Subsidiaries of KRISPY KREME
DOUGHNUT CORPORATION, a North Carolina
corporation (the “Borrower”), and each other Subsidiary of the Borrower that, after the
date hereof, executes an instrument of accession hereto substantially in the
form of Exhibit A (a “Guarantor
Accession”; the undersigned and such other
Subsidiaries of the Borrower, collectively, the “Subsidiary Guarantors,” and together
with the Parent, the “Guarantors”), in favor of the
Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings
given to them in the Credit Agreement referred to below. 

RECITALS 

    
A. The
Borrower, the Parent, certain Lenders, and Wells Fargo Bank, National
Association, as administrative agent for the Lenders (in such capacity, 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 conditions set forth therein. 

    
B. It is a
condition to the extension of credit to the Borrower under the Credit Agreement
that each Guarantor shall have agreed, by executing and delivering this
Guaranty, to guarantee to the Guaranteed Parties the payment in full of the
Guaranteed Obligations (as hereinafter defined). The Guaranteed Parties are
relying on this Guaranty in their decision to extend credit to the Borrower
under the Credit Agreement, and would not enter into the Credit Agreement
without this Guaranty. 

    
C. The
Borrower and the Guarantors are engaged in related businesses and undertake
certain activities and operations on an integrated basis. As part of such
integrated operations, the Borrower, among other things, will advance to the
Subsidiary Guarantors from time to time certain proceeds of the Loans made to
the Borrower by the Lenders under the Credit Agreement. The Parent owns all of
the issued and outstanding equity interests in the Borrower. Each Guarantor will
therefore obtain benefits as a result of the extension of credit to the Borrower
under the Credit Agreement, which benefits are hereby acknowledged, and,
accordingly, desires to execute and deliver this Guaranty. 

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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
Guaranteed Parties to enter into the Credit Agreement and to induce the Lenders
to extend credit to the Borrower thereunder, each Guarantor hereby agrees as
follows: 

    
1. Definitions. For purposes of this
Guaranty, in addition to the terms defined elsewhere herein, the following terms
have the meanings set forth below (such meanings to be equally applicable to the
singular and plural forms thereof): 

    
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and
any successor statute. 

    
“Excluded Swap
Obligation” means, with respect to any
Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
guarantee of such Guarantor of, or the grant by such Guarantor of a security
interest to secure, such Swap Obligation (or any guarantee thereof) is or
becomes illegal under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or
official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason to constitute an “eligible contract participant” as defined in
the Commodity Exchange Act and the regulations thereunder at the time the
guarantee of such Guarantor or the grant of such security interest becomes
effective with respect to such Swap Obligation. If a Swap Obligation arises
under a master agreement governing more than one swap, such exclusion shall
apply only to the portion of such Swap Obligation that is attributable to swaps
for which such guarantee or security interest is or becomes illegal. 

    
“Qualified ECP” means, in respect of any Swap Obligation, each Credit Party
that is party hereto and (i) has total assets exceeding $10,000,000 at the time
the relevant guarantee or grant of the relevant security interest becomes
effective with respect to such Swap Obligation or (ii) otherwise constitutes an
“eligible contract participant” under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another person to qualify as an
“eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

    
“Swap Obligation” means, with respect to any Guarantor, any obligation to pay
or perform under any agreement, contract or transaction that constitutes a
“swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.



2 







    
2. Guaranty. 

    
(a) Each
Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and
severally: 

     (i)
guarantees (A) to the Lenders (including the
Issuing Lender and the Swingline Lender in their capacities as such) and the
Administrative Agent (together with any Lender (or any Affiliate of any Lender)
in the capacity described in clause (B) below, collectively, the
“Guaranteed Parties”) 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 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 Insolvency Laws (as hereinafter defined), whether or not the claim for such
interest is allowed in such proceeding), and all Obligations that, but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due (other than Excluded Swap Obligations), and (B) to each
applicable Lender or Affiliate of any Lender in its capacity as a Hedge Party
under any Hedge Agreement that is required or permitted by the Credit Agreement
to be entered into by the Borrower (a “Permitted Hedge Agreement”), all
obligations of the Borrower under such Permitted Hedge Agreement (other than
Excluded Swap Obligations), in each case under (A) and (B) whether now existing
or hereafter created or arising and whether direct or indirect, absolute or
contingent, due or to become due (all liabilities and obligations described in
this clause (i), collectively, the “Guaranteed
Obligations”); and 

     (ii)
agrees to pay the reasonable fees and expenses of
counsel to, and reimburse upon demand all reasonable costs and expenses incurred
or paid by, (y) any Guaranteed Party in connection with any suit, action or
proceeding to enforce or protect any rights of the Guaranteed Parties hereunder
and (z) the Administrative Agent in connection with any amendment, modification
or waiver hereof or consent pursuant hereto, and to indemnify and hold each
Guaranteed Party and its directors, officers, employees, agents and Affiliates
harmless from and against any and all claims, losses, damages, obligations,
liabilities, penalties, costs and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) of any kind or nature whatsoever,
whether direct, indirect or consequential, that may at any time be imposed on,
incurred by or asserted against any such indemnified party as a result of,
arising from or in any way relating to this Guaranty or the collection or
enforcement of the Guaranteed Obligations; provided, however, that no indemnified party
shall have the right to be indemnified hereunder for any such claims, losses,
costs and expenses to the extent determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such indemnified party. 

    
(b) Notwithstanding the provisions of subsection (a) above and
notwithstanding any other provisions contained herein or in any other Credit
Document: 

     (i)
no provision of this Guaranty shall require or
permit the collection from any Guarantor of interest in excess of the maximum
rate or amount that such Guarantor may be required or permitted to pay pursuant
to applicable law; and 

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     (ii)
the liability of each Subsidiary Guarantor under
this Guaranty as of any date shall be limited to a maximum aggregate amount (the
“Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Guarantor’s
obligations under this Guaranty subject to avoidance, discharge or reduction as
of such date as a fraudulent transfer or conveyance under any Debtor Relief Laws
or any fraudulent transfer or fraudulent conveyance laws (collectively,
“Insolvency Laws”), in each instance after giving effect to all other liabilities of such
Guarantor, contingent or otherwise, that are relevant under applicable
Insolvency Laws (specifically excluding, however, any liabilities of such
Guarantor in respect of intercompany indebtedness to the Borrower or any of its
Affiliates to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by such Guarantor hereunder, and after giving effect as
assets to the value (as determined under applicable Insolvency Laws) of any
rights to subrogation, contribution, reimbursement, indemnity or similar rights
of such Guarantor pursuant to (y) applicable law or (z) any agreement (including
this Guaranty) providing for an equitable allocation among such Guarantor and
other Affiliates of the Borrower of obligations arising under guaranties by such
parties). 

    
(c) The
Subsidiary Guarantors desire to allocate among themselves, in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made hereunder on any date by a
Subsidiary Guarantor (a “Funding Guarantor”) that exceeds its Fair
Share (as hereinafter defined) as of such date, that Funding Guarantor shall be
entitled to a contribution from each of the other Subsidiary Guarantors in the
amount of such other Guarantor’s Fair Share Shortfall (as hereinafter defined)
as of such date, with the result that all such contributions will cause each
Subsidiary Guarantor’s Aggregate Payments (as hereinafter defined) to equal its
Fair Share as of such date. “Fair
Share” means, with respect to a Subsidiary
Guarantor as of any date of determination, an amount equal to (i) the ratio of
(x) the Adjusted Maximum Guaranteed Amount (as hereinafter defined) with respect
to such Guarantor to (y) the aggregate of the Adjusted Maximum Guaranteed
Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the
aggregate amount paid or distributed on or before such date by all Funding
Guarantors hereunder in respect of the obligations guarantied. “Fair Share Shortfall”
means, with respect to a Subsidiary Guarantor as of any date of determination,
the excess, if any, of the Fair Share of such Guarantor over the Aggregate
Payments of such Guarantor. “Adjusted Maximum
Guaranteed Amount” means, with respect to a
Subsidiary Guarantor as of any date of determination, the Maximum Guaranteed
Amount of such Guarantor, determined in accordance with the provisions of
subsection (b) above; provided that, solely for purposes of calculating the “Adjusted
Maximum Guaranteed Amount” with respect to any Guarantor for purposes of this
subsection (c), any assets or liabilities arising by virtue of any rights to
subrogation, reimbursement or indemnity or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Guarantor. “Aggregate Payments” means, with
respect to a Subsidiary Guarantor as of any date of determination, the aggregate
amount of all payments and distributions made on or before such date by such
Guarantor in respect of this Guaranty (including, without limitation, in respect
of this subsection (c)). The amounts payable as contributions hereunder shall be
determined as of the date on which the related payment or distribution is made
by the applicable Funding Guarantor. Each Funding Guarantor’s right of
contribution under this subsection (c) shall be subject to the provisions of
Section 5.
The allocation among Subsidiary Guarantors of their obligations as set forth in
this subsection (c) shall not be construed in any way to limit the liability of
any Subsidiary Guarantor hereunder to the Guaranteed Parties. 

    
(d) The
guaranty of each Guarantor set forth in this Section is a guaranty of payment as
a primary obligor, and not a guaranty of collection. Each Guarantor hereby
acknowledges and agrees that the Guaranteed Obligations, at any time and from
time to time, may exceed the Maximum Guaranteed Amount
of such Guarantor and may exceed the aggregate of the Maximum Guaranteed Amounts
of all Guarantors, in each case without discharging, limiting or otherwise
affecting the obligations of any Guarantor hereunder or the rights, powers and
remedies of any Guaranteed Party hereunder or under any other Credit Document.


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(e) Each
Qualified ECP hereby jointly and severally absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support as may be needed
from time to time by each Guarantor to honor all of its obligations under this
Guaranty in respect of Swap Obligations; provided, however, that each Qualified ECP shall
only be liable under this Section
2(e) for the maximum amount of such liability
that can be hereby incurred without rendering its obligations under this
Section 2(e), or otherwise under this Guaranty, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. The obligations of each Qualified ECP under this Section 2(e) shall remain
in full force and effect until satisfaction of all of the Termination
Requirements. Each Qualified ECP intends that this Section 2(e) constitute, and this
Section 2(e) shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each Guarantor for all purposes of Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act. 

    
3. Guaranty Absolute. Each Guarantor
agrees that its obligations hereunder and under the other Credit Documents to
which it is a party are irrevocable, absolute and unconditional, are independent
of the Guaranteed Obligations and any Collateral or other security therefor or
other guaranty or liability in respect thereof, whether given by such Guarantor
or any other Person, and shall not be discharged, limited or otherwise affected
by reason of any of the following, whether or not such Guarantor has notice or
knowledge thereof: 

     (i)
any change in the time, manner or place of
payment of, or in any other term of, any Guaranteed Obligations or any guaranty
or other liability in respect thereof, or any amendment, modification or
supplement to, restatement of, or consent to any rescission or waiver of or
departure from, any provisions of the Credit Agreement, any other Credit
Document or any agreement or instrument delivered pursuant to any of the
foregoing; 

     (ii)
the invalidity or unenforceability of any
Guaranteed Obligations, any guaranty or other liability in respect thereof or
any provisions of the Credit Agreement, any other Credit Document or any
agreement or instrument delivered pursuant to any of the foregoing; 

     (iii)
the addition or release of Guarantors hereunder
or the taking, acceptance or release of other guarantees of any Guaranteed
Obligations or additional Collateral or other security for any Guaranteed
Obligations or for any guaranty or other liability in respect thereof;


     (iv)
any discharge, modification, settlement,
compromise or other action in respect of any Guaranteed Obligations or any
guaranty or other liability in respect thereof, including any acceptance or
refusal of any offer or performance with respect to the same or the
subordination of the same to the payment of any other obligations; 

5 







     (v)
any agreement not to pursue or enforce or any
failure to pursue or enforce (whether voluntarily or involuntarily as a result
of operation of law, court order or otherwise) any right or remedy in respect of
any Guaranteed Obligations, any guaranty or other liability in respect thereof
or any Collateral or other security for any of the foregoing; any sale,
exchange, release, substitution, compromise or other action in respect of any
such Collateral or other security; or any failure to create, protect, perfect,
secure, insure, continue or maintain any Liens in any such Collateral or other
security; 

     (vi)
the exercise of any right or remedy available
under the Credit Documents, at law, in equity or otherwise in respect of any
Collateral or other security for any Guaranteed Obligations or for any guaranty
or other liability in respect thereof, in any order and by any manner thereby
permitted, including, without limitation, foreclosure on any such Collateral or
other security by any manner of sale thereby permitted, whether or not every
aspect of such sale is commercially reasonable; 

     (vii)
any bankruptcy, reorganization, arrangement,
liquidation, insolvency, dissolution, termination, reorganization or like change
in the corporate structure or existence of the Borrower or any other Person
directly or indirectly liable for any Guaranteed Obligations; 

     (viii)
any manner of application of any payments by or
amounts received or collected from any Person, by whomsoever paid and howsoever
realized, whether in reduction of any Guaranteed Obligations or any other
obligations of the Borrower or any other Person directly or indirectly liable
for any Guaranteed Obligations, regardless of what Guaranteed Obligations may
remain unpaid after any such application; or 

     (ix)
any other circumstance that might otherwise
constitute a legal or equitable discharge of, or a defense, set-off or
counterclaim available to, the Borrower, any Guarantor or a surety or guarantor
generally, other than the occurrence of all of the following: (x) the payment in
full in cash of the Guaranteed 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 (the events in clauses (x), (y) and (z) above,
collectively, the “Termination Requirements”). 

    
4. Certain Waivers. Each Guarantor hereby
knowingly, voluntarily and expressly waives: 

     (i)
presentment, demand for payment, demand for
performance, protest and notice of any other kind, including, without
limitation, notice of nonpayment or other nonperformance (including notice of
default under any Credit Document with respect to any Guaranteed Obligations),
protest, dishonor, acceptance hereof, extension of additional credit to the
Borrower and of any of the matters referred to in Section 3 and of any rights to consent
thereto; 

6 







     (ii)
any right to require the Guaranteed Parties or
any of them, as a condition of payment or performance by such Guarantor
hereunder, to proceed against, or to exhaust or have resort to any Collateral or
other security from or any deposit balance or other credit in favor of, the
Borrower, any other Guarantor or any other Person directly or indirectly liable
for any Guaranteed Obligations, or to pursue any other remedy or enforce any
other right; and any other defense based on an election of remedies with respect
to any Collateral or other security for any Guaranteed Obligations or for any
guaranty or other liability in respect thereof, notwithstanding that any such
election (including any failure to pursue or enforce any rights or remedies) may
impair or extinguish any right of indemnification, contribution, reimbursement
or subrogation or other right or remedy of any Guarantor against the Borrower,
any other Guarantor or any other Person directly or indirectly liable for any
Guaranteed Obligations or any such Collateral or other security; 

     (iii)
any right or defense based on or arising by
reason of any right or defense of the Borrower or any other Person, including,
without limitation, any defense based on or arising from a lack of authority or
other disability of the Borrower or any other Person, the invalidity or
unenforceability of any Guaranteed Obligations, any Collateral or other security
therefor or any Credit Document or other agreement or instrument delivered
pursuant thereto, or the cessation of the liability of the Borrower for any
reason other than the satisfaction of the Termination Requirements; 

     (iv)
any defense based on any Guaranteed Party’s acts
or omissions in the administration of the Guaranteed Obligations, any guaranty
or other liability in respect thereof or any Collateral or other security for
any of the foregoing, and promptness, diligence or any requirement that any
Guaranteed Party create, protect, perfect, secure, insure, continue or maintain
any Liens in any such Collateral or other security; 

     (v)
any right to assert against any Guaranteed Party,
as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim,
claim, right of recoupment or set-off that it may at any time have against any
Guaranteed Party (including, without limitation, failure of consideration,
fraud, fraudulent inducement, statute of limitations, payment, accord and
satisfaction and usury), other than compulsory counterclaims and other than the
payment in full in cash of the Guaranteed Obligations; and 

     (vi)
any defense based on or afforded by any
applicable law that limits the liability of or exonerates guarantors or sureties
or that may in any other way conflict with the terms of this Guaranty.


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5. No
Subrogation. Each Guarantor hereby waives,
and agrees that it will not exercise or seek to exercise, any claim or right
that it may have against the Borrower or any other Guarantor at any time as a
result of any payment made under or in connection with this Guaranty or the
performance or enforcement hereof, including any right of subrogation to the
rights of any of the Guaranteed Parties against the Borrower or any other
Guarantor, any right of indemnity, contribution or reimbursement against the
Borrower or any other Guarantor (including rights of contribution as set forth
in Section 2(c)), any right to enforce any remedies of any Guaranteed Party
against the Borrower or any other Guarantor, or any benefit of, or any right to
participate in, any Collateral or other security held by any Guaranteed Party to
secure payment of the Guaranteed Obligations, in each case whether such claims
or rights arise by contract, statute (including without limitation any Debtor
Relief Law), common law or otherwise; provided, however, that a Subsidiary Guarantor
may enforce the rights of contribution set forth in Section 2(c) after satisfaction of the
Termination Requirements. Each Guarantor further agrees that all indebtedness
and other obligations, whether now or hereafter existing, of the Borrower or any
other Subsidiary of the Borrower to such Guarantor, including, without
limitation, any such indebtedness in any proceeding under any Debtor Relief Law
and any intercompany receivables, together with any interest thereon, shall be,
and hereby are, subordinated and made junior in right of payment to the
Guaranteed Obligations; provided that at any time an Event of
Default does not exist, payments and distributions may be paid to (and received
by) such Guarantor. Each Guarantor further agrees that if any amount shall be
paid to or any distribution received by any Guarantor (i) on account of any such
indebtedness at any time after the occurrence and during the continuance of an
Event of Default, or (ii) on account of any rights of contribution at any time
prior to the satisfaction of the Termination Requirements, such amount or
distribution shall be deemed to have been received and to be held in trust for
the benefit of the Guaranteed Parties, and shall forthwith be delivered to the
Administrative Agent in the form received (with any necessary endorsements in
the case of written instruments), to be applied against the Guaranteed
Obligations, whether or not matured, in accordance with the terms of the
applicable Credit Documents and without in any way discharging, limiting or
otherwise affecting the liability of such Guarantor under any other provision of
this Guaranty. Additionally, in the event the Borrower or any other Credit Party
becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative
Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and
as attorney-in-fact for each Guarantor, and is hereby authorized and appointed
by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor
and vote the rights of each such Guarantor in any plan of reorganization, and to
demand, sue for, collect and receive every payment and distribution on any
indebtedness of the Borrower or such Credit Party to any Guarantor in any such
proceeding, each Guarantor hereby assigning to the Administrative Agent all of
its rights in respect of any such claim, including the right to receive payments
and distributions in respect thereof. 

    
6. Representations and Warranties. Each
Guarantor hereby represents and warrants to the Guaranteed Parties that, as to
itself, all of the representations and warranties relating to it contained in
the Credit Agreement are true and correct. 

    
7. Financial Condition of Borrower. Each
Guarantor represents that it has knowledge of the Borrower’s financial condition
and affairs and that it has adequate means to obtain from the Borrower on an
ongoing basis information relating thereto and to the Borrower’s ability to pay
and perform the Guaranteed Obligations, and agrees to assume the responsibility
for keeping, and to keep, so informed for so long as this Guaranty is in effect
with respect to such Guarantor. Each Guarantor agrees that the Guaranteed
Parties shall have no obligation to investigate the financial condition or
affairs of the Borrower for the benefit of any Guarantor nor to advise any
Guarantor of any fact respecting, or any change in, the financial condition or
affairs of the Borrower that might become known to any Guaranteed Party at any
time, whether or not such Guaranteed Party knows or believes or has reason to
know or believe that any such fact or change is unknown to any Guarantor, or
might (or does) materially increase the risk of any Guarantor as guarantor, or might (or would) affect the willingness of any
Guarantor to continue as a guarantor of the Guaranteed Obligations.


8 







    
8. Payments; Application; Set-Off.


    
(a) Each
Guarantor agrees that, upon the failure of the Borrower to pay any Guaranteed Obligations when and as the same shall become due
(whether at the stated maturity, by acceleration or otherwise), and without
limitation of any other right or remedy that any Guaranteed Party may have at
law, in equity or otherwise against such Guarantor, such Guarantor will, subject
to the provisions of Section
2(b), forthwith pay or cause to be paid to
the Administrative Agent, for the benefit of the Guaranteed Parties, an amount
equal to the amount of the Guaranteed Obligations then due and owing as
aforesaid. 

    
(b) All
payments made by each Guarantor hereunder will be made in Dollars to the
Administrative Agent, without set-off, counterclaim or other defense and, in
accordance with the Credit Agreement, free and clear of and without deduction
for any Taxes, each Guarantor hereby agreeing to comply with and be bound by the
provisions of the Credit Agreement in respect of all payments made by it
hereunder. 

    
(c) All
payments made 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 Guaranteed Party that has entered into a Permitted Hedge Agreement with
the Borrower for a determination (which such Guaranteed Party agrees to provide
or cause to be provided upon request of the Administrative Agent) of the
outstanding Guaranteed Obligations owed to such Guaranteed Party under any such
Permitted Hedge Agreement. Unless it has actual knowledge (including by way of
written notice from any such Guaranteed Party) to the contrary, the
Administrative Agent, in acting hereunder, shall be entitled to assume that no
Permitted Hedge Agreements or Guaranteed Obligations in respect thereof are in
existence between any Guaranteed 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 Guaranteed
Obligations) ceases to be a Lender or Affiliate thereof, such former Lender or
Affiliate thereof shall nevertheless continue to be a Guaranteed Party hereunder
with respect to the Guaranteed Obligations under such Permitted Hedge Agreement.


    
(d) In the
event that the proceeds of any such sale, disposition or realization are
insufficient to pay all amounts to which the Guaranteed Parties are legally
entitled, the Guarantors 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. 

9 







    
(e) Upon
and at any time after the occurrence and during the continuance of any Event of
Default, each Guaranteed Party and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such
Guaranteed Party or any such Affiliate to or for the credit or the account of
any Guarantor against any and all of the obligations of such Guarantor now or
hereafter existing under this Guaranty or any other Credit Document to such
Guaranteed Party, irrespective of whether or not such Guaranteed Party shall
have made any demand under this Guaranty or any other Credit Document and
although such obligations of such Guarantor may be contingent or unmatured or
are owed to a branch or office of such Guaranteed Party different from the
branch or office holding such deposit or obligated on such indebtedness. The
rights of each Guaranteed Party and their respective Affiliates under this
subsection are in addition to other rights and remedies (including other rights
of setoff) that such Guaranteed Parties or their respective Affiliates may have.
Each Guaranteed Party agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the
validity of such setoff and application. 

    
9. No
Waiver. The rights and remedies of the
Guaranteed Parties expressly set forth in this Guaranty 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 Guaranteed 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 any of the Guarantors and the Guaranteed Parties or their agents
or employees shall be effective to amend, modify or discharge any provision of
this Guaranty or any other Credit Document or to constitute a waiver of any
Default or Event of Default. No notice to or demand upon any Guarantor in any
case shall entitle such Guarantor or any other Guarantor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
right of any Guaranteed Party to exercise any right or remedy or take any other
or further action in any circumstances without notice or demand. 

    
10. Enforcement. The Guaranteed Parties
agree that, except as provided in Section
8(e), this Guaranty 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
Guaranteed Party shall have any right individually to enforce or seek to enforce
this Guaranty or to realize upon any Collateral or other security given to
secure the payment and performance of the Guarantors’ obligations hereunder. The
obligations of each Guarantor hereunder are independent of the Guaranteed
Obligations, and a separate action or actions may be brought against each
Guarantor whether or not action is brought against the Borrower or any other
Guarantor and whether or not the Borrower or any other Guarantor is joined in
any such action. Each Guarantor agrees that to the extent all or part of any
payment of the Guaranteed Obligations made by any Person is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid by or on behalf of any Guaranteed Party to a trustee, receiver or any
other party under any Insolvency Laws (the amount of any such payment, a
“Reclaimed Amount”), then, to the extent of such Reclaimed Amount, this Guaranty shall
continue in full force and effect or be revived and reinstated, as the case may
be, as to the Guaranteed Obligations intended to be satisfied as if such payment
had not been received; and each Guarantor acknowledges that the term “Guaranteed
Obligations” includes all Reclaimed Amounts that may arise from time to time.


10 







    
11. Amendments, Waivers, etc. No
amendment, modification, waiver, discharge or termination of, or consent to any
departure by any Guarantor from, any provision of this Guaranty, 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.


    
12. Addition, Release of Guarantors. Each
Guarantor recognizes that the provisions of the Credit Agreement require Persons
that become Subsidiaries of the Borrower and that are not already parties hereto
to become Guarantors hereunder by executing a Guarantor Accession, 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 Guarantor hereunder, in each
case without the necessity of giving notice to or obtaining the consent of any
other Guarantor. 

    
13. Continuing Guaranty; Term; Successors and Assigns; Assignment;
Survival. This Guaranty is a continuing
guaranty and covers all of the Guaranteed 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 satisfaction of all of the
Termination Requirements (provided that the provisions of
Sections 2(a)(ii) and 5 shall survive any termination of this Guaranty), (ii) be binding upon
and enforceable against each Guarantor and its successors and assigns
(provided,
however,
that no Guarantor 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 Guaranteed
Party and its successors and assigns. Without limiting the generality of clause
(iii) above, any Guaranteed Party may, in accordance with the provisions of the
Credit Agreement, assign all or a portion of the Guaranteed Obligations held by
it (including by the sale of participations), whereupon each Person that becomes
the holder of any such Guaranteed Obligations shall (except as may be otherwise
agreed between such Guaranteed Party and such Person) have and may exercise all
of the rights and benefits in respect thereof granted to such Guaranteed Party
under this Guaranty or otherwise. Each Guarantor hereby irrevocably waives
notice of and consents in advance to the assignment as provided above from time
to time by any Guaranteed Party of all or any portion of the Guaranteed
Obligations held by it and of the corresponding rights and interests of such
Guaranteed Party hereunder in connection therewith. All representations,
warranties, covenants and agreements herein shall survive the execution and
delivery of this Guaranty and any Guarantor Accession. 

    
14. Waiver of Consequential Damages. To
the fullest extent permitted by applicable law, each Guarantor and each Related
Party of any Guarantor shall not assert, and each hereby waives, any claim
against the Administrative Agent (and any sub-agent thereof), each Lender, and
each Related Party of any of the foregoing persons, as applicable, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Guaranty, any other Credit Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or Letter of Credit or the use of the proceeds thereof. 

11 







    
15. Governing Law; Consent to Jurisdiction; Appointment of Borrower as
Representative, Process Agent,
Attorney-in-Fact. 

    
(a) This
Guaranty 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). 

    
(b) Each
Guarantor irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the courts of the State of North Carolina
sitting in Mecklenburg County and of the United States District Court of the
Western District of North Carolina, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Guaranty or any
other Credit Document, or for recognition or enforcement of any judgment, and
each of the parties hereto irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such state court or, to the fullest extent permitted by applicable law, in
such federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Guaranty or in any other Credit Document shall affect any right
that any Guaranteed Party may otherwise have to bring any action or proceeding
relating to this Guaranty or any other Credit Document against any Guarantor or
its properties in the courts of any jurisdiction. 

    
(c) Each
Guarantor irrevocably and unconditionally waives, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to
the laying of venue of any action or proceeding arising out of or relating to
this Guaranty or any other Credit Document in any court referred to in
Section 15(b). Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. 

    
(d) Each
Guarantor hereby irrevocably designates and appoints the Borrower as its
designee, appointee and agent to receive on its behalf all service of process in
any such action or proceeding and any other notice or communication hereunder,
irrevocably consents to service of process in any such action or proceeding by
registered or certified mail directed to the Borrower at its address set forth
in the Credit Agreement (and service so made shall be deemed to be completed
upon the earlier of actual receipt thereof or three (3) business days after
deposit in the United States mails, proper postage prepaid and properly
addressed), and irrevocably agrees that service so made shall be effective and
binding upon such Guarantor in every respect and that any other notice or
communication given to the Borrower at the address and in the manner specified
herein shall be effective notice to such Guarantor. Nothing in this Section
shall affect the right of any party to serve legal process in any other manner
permitted by law or affect the right of any Guaranteed Party to bring any action
or proceeding against any Guarantor in the courts of any other jurisdiction.


12 







    
(e) Further, each Guarantor does hereby irrevocably make, constitute and
appoint the Borrower as its true and lawful attorney-in-fact, with full
authority in its place and stead and in its name, the Borrower’s name or
otherwise, and with full power of substitution in the premises, from time to
time in the Borrower’s discretion to agree on behalf of, and sign the name of,
such Guarantor to any amendment, modification or supplement to,
restatement of, or waiver or consent in connection with, this Guaranty, any
other Credit Document or any document or instrument pursuant hereto or thereto,
and to take any other action and do all other things on behalf of such Guarantor
that the Borrower may deem necessary or advisable to carry out and accomplish
the purposes of this Guaranty and the other Credit Documents. The Borrower will
not be liable for any act or omission nor for any error of judgment or mistake
of fact unless the same shall occur as a result of the gross negligence or
willful misconduct of the Borrower. This power, being coupled with an interest,
is irrevocable by any Guarantor for so long as this Guaranty shall be in effect
with respect to such Guarantor. By its signature hereto, the Borrower consents
to its appointment as provided for herein and agrees promptly to distribute all
process, notices and other communications to each Guarantor. 

    
16. Waiver of Jury Trial. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER CREDIT
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER CREDIT
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

    
17. Notices. All notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows: (a) if to any Guarantor, in care of the Borrower
and at the Borrower’s address for notices set forth in the Credit Agreement, and
(b) if to any Guaranteed Party, at its address for notices set forth in the
Credit Agreement; in each case, as such addresses may be changed from time to
time pursuant to the Credit Agreement, and with copies to such other Persons as
may be specified under the provisions of the Credit Agreement. Notices sent by
hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier
shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at
the opening of business on the next business day for the recipient). Notices
delivered through electronic communications to the extent provided in the Credit
Agreement shall be effective as provided therein. 

    
18. Severability. To the extent any
provision of this Guaranty 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 Guaranty in any jurisdiction. 

13 







    
19. Construction. The headings of the
various sections and subsections of this Guaranty 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.


    
20. Counterparts; Effectiveness. This
Guaranty 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. This Guaranty shall become effective, as to any Guarantor, upon
the execution and delivery by such Guarantor of a counterpart hereof or a
Guarantor Accession. 

14 







     IN WITNESS
WHEREOF, the parties have caused this
Guaranty 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







(signatures continue on
following page)











[Signature Page to
Guaranty Agreement]







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













[Signature Page to Guaranty
Agreement] 







EXHIBIT A 

GUARANTOR ACCESSION 

    
THIS GUARANTOR ACCESSION (this “Accession”), dated as of _____________, ____, is executed and delivered by
[NAME OF NEW GUARANTOR], a ______________corporation (the “New Guarantor”), pursuant to the
Guaranty Agreement referred to hereinbelow. 

    
Reference is made to the Credit Agreement, dated as of July [__], 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, the Parent, the Borrower and certain of its
Subsidiaries have executed and delivered a Guaranty Agreement, dated as of July
[__], 2013 (as amended, modified, restated or supplemented from time to time,
the “Guaranty Agreement”), pursuant to which the Parent and such Subsidiaries 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). Capitalized terms used herein without definition shall have the
meanings given to them in the Guaranty Agreement. 

    
The Borrower has agreed under the Credit Agreement to cause each of its
future Domestic Subsidiaries to become a party to the Guaranty Agreement as a
guarantor thereunder. The New Guarantor is a Domestic Subsidiary of the
Borrower. The New Guarantor 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 Guarantor hereby agrees as follows:


    
1. The New
Guarantor hereby joins in and agrees to be bound by each and all of the
provisions of the Guaranty Agreement as a Guarantor thereunder. In furtherance
(and without limitation) of the foregoing, pursuant to Section 2 of the Guaranty
Agreement, the New Guarantor hereby irrevocably, absolutely and unconditionally,
and jointly and severally with each other Guarantor, guarantees to the
Guaranteed Parties 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 all of the Guaranteed Obligations, and agrees to pay or reimburse
upon demand all other obligations of the Guarantors under the Guaranty
Agreement, all on the terms and subject to the conditions set forth in the
Guaranty Agreement. 

    
2. The New
Guarantor hereby represents and warrants that after giving effect to this
Accession, each representation and warranty
related to it contained in the Credit Agreement is true and correct with respect
to the New Guarantor as of the date hereof. 







    
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
Guarantor and its successors and assigns, and shall inure to the benefit of and
be enforceable by each Guaranteed Party and its successors and assigns. This
Accession and its attachments are hereby incorporated into the Guaranty
Agreement and made a part thereof. 

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


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




2