FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS FIRST
AMENDMENT TO CREDIT AGREEMENT, dated as of
the 15th day of September, 2011 (this “Amendment”), is entered into among
KRISPY KREME DOUGHNUT
CORPORATION, a North Carolina corporation
(the “Borrower”), KRISPY KREME DOUGHNUTS,
INC., a North Carolina corporation (the
“Parent”),
the Lenders party hereto, and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Administrative
Agent for the Lenders. 

RECITALS 

    
A. The Borrower, the Parent, the Lenders and the Administrative Agent are
parties to that certain Credit Agreement dated as of January 28, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”). Capitalized terms used herein without definition shall have the
meanings given to them in the Credit Agreement. 

    
B. The Borrower has requested that the Administrative Agent and the
Lenders make certain amendments to the Credit Agreement. The Administrative
Agent and the Lenders have agreed to make such amendments in accordance with,
and subject to, the terms and conditions set forth herein. 

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, the parties hereto
agree as follows: 

ARTICLE I 

AMENDMENTS TO CREDIT AGREEMENT


    
1.1 Amendments to Section 8.6. Section
8.6(iv) is hereby amended and restated in its entirety as follows: 


    
(iv) the Parent may purchase, redeem or retire shares of its Capital
Stock (and, without duplication, the Borrower may dividend cash to the Parent in
order to make such redemptions) in an aggregate amount not exceeding $2,000,000
in any Fiscal Year to facilitate the payment of withholding tax by directors or
employees arising from their exercise of rights or options for the Parent’s
Capital Stock; and 


ARTICLE II 

CONDITIONS OF EFFECTIVENESS


    
This Amendment shall become effective as of the first date (such date
being referred to as the “Effective
Date”) on which the Administrative Agent
shall have received counterparts of this Amendment that,
when taken together, bear the signatures of the Borrower, the Parent, the other
Guarantors and the Required Lenders.

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ARTICLE III 

REPRESENTATIONS AND WARRANTIES


     Each of the
Borrower and the Parent represents and warrants to the Administrative Agent and
the Lenders that (i) the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on and as of the Effective Date, both immediately before and after
giving effect to this Amendment (except to the extent any such representation or
warranty is expressly stated to have been made as of a specific date, in which
case such representation or warranty shall be true and correct in all material
respects as of such date), (ii) this Amendment has been duly authorized,
executed and delivered by the Borrower and the Parent and constitutes the legal,
valid and binding obligation of the Borrower and the Parent enforceable against
it in accordance with its terms, and (iii) no Default or Event of Default shall
have occurred and be continuing on the Effective Date, both immediately before
and after giving effect to this Amendment. 

ARTICLE IV 

ACKNOWLEDGEMENT AND CONFIRMATION OF
THE BORROWER
AND THE GUARANTORS 

    
The Borrower and each Guarantor hereby confirms and agrees that, after
giving effect to this Amendment, the Credit Agreement and the other Credit
Documents to which it is a party remain in full force and effect and enforceable
against it in accordance with their respective terms and shall not be
discharged, diminished, limited or otherwise affected in any respect, and the
amendments contained herein shall not, in any manner, be construed to constitute
payment of, or impair, limit, cancel or extinguish, or constitute a novation in
respect of, the obligations of the Borrower or the Guarantors evidenced by or
arising under the Credit Agreement, the other Credit Documents, and the liens
and security interests in the Collateral, which shall not in any manner be
impaired, limited, terminated, waived or released, but shall continue in full
force and effect. The Borrower and each Guarantor represents and warrants to the
Lenders that it has no knowledge of any claims, counterclaims, offsets, or
defenses to or with respect to its obligations under the Credit Documents, or if
the Borrower or such Guarantor has any such claims, counterclaims, offsets, or
defenses to the Credit Documents or any transaction related to the Credit
Documents, the same are hereby waived, relinquished, and released in
consideration of the execution of this Amendment. This acknowledgement and
confirmation by the Borrower and the Guarantors is made and delivered to induce
the Administrative Agent and the Lenders to enter into this Amendment, and the
Borrower and the Guarantors acknowledge that the Administrative Agent and the
Lenders would not enter into this Amendment in the absence of the
acknowledgement and confirmation contained herein. 

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ARTICLE V 

MISCELLANEOUS 

     5.1 Governing
Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York
(without regard to the conflicts of law provisions thereof). 

    
5.2 Full Force and Effect. Except as
expressly amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof. As used in the Credit Agreement, “hereinafter,”
“hereto,” “hereof,” and words of similar import shall, unless the context
otherwise requires, mean the Credit Agreement after amendment by this Amendment.
Any reference to the Credit Agreement or any of the other Credit Documents
herein or in any such documents shall refer to the Credit Agreement and Credit
Documents as amended hereby. This Amendment is limited as specified and shall
not constitute or be deemed to constitute an amendment, modification or waiver
of any provision of the Credit Agreement except as expressly set forth herein.
This Amendment shall constitute a Credit Document under the terms of the Credit
Agreement. 

    
5.3 Expenses. The Borrowers agree to pay
upon demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, negotiation, execution
and delivery of this Amendment, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Administrative Agent with
respect thereto. 

    
5.4 Severability. To the extent any
provision of this Amendment 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 any such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the
remaining provisions of this Amendment in any jurisdiction. 

    
5.5 Successors and Assigns. This Amendment
shall be binding upon, inure to the benefit of and be enforceable by the
respective successors and permitted assigns of the parties hereto. 

    
5.6 Construction. The headings of the
various sections and subsections of this Amendment have been inserted for
convenience only and shall not in any way affect the meaning or construction of
any of the provisions hereof. 

    
5.7 Counterparts. This Amendment 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. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment. 

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

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	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
	  
	  
	WELLS FARGO BANK,
      NATIONAL
	ASSOCIATION, as Administrative Agent, Issuing
	Lender and as a Lender
	  
	By:	/s/ R. Alan Proctor
		R. Alan Proctor, Senior Vice President
	 
	 
	FIRST TENNESSEE BANK
      NATIONAL
	ASSOCIATION, as a Lender
	 
	By:	/s/ C. Douglas Cross
	Name:	C. Douglas Cross
	Title:	Senior Vice
President




	Consented to and Acknowledged by the
      other Guarantors:
	 
	KRISPY KREME CANADA, INC.
	 
	By:	/s/ Douglas R. Muir
	Name:   	Douglas R. Muir
	Title:	Vice President



59







	HDN DEVELOPMENT
      CORPORATION 

	 
	By:	/s/ H. Clark Beeson, III
	Name:   	H. Clark Beeson, III
	Title:	President



	 
	SOUTHERN DOUGHNUTS, LLC
	 
	By:	KRISPY KREME MANAGEMENT I,
    LLC,
			as authorized Manager
	 
		By:	KRISPY KREME DOUGHNUT
      CORPORATION,
		 		as authorized Member
	 
			By:	/s/ Douglas R. Muir
			Name:   	Douglas R. Muir
			Title:	Chief Financial Officer
	 
	 
	NORTHEAST DOUGHNUTS, LLC
	 
	By:	KRISPY KREME MANAGEMENT I,
    LLC,
			as authorized Manager
	 
		By:	KRISPY KREME DOUGHNUT
      CORPORATION,
		 	 	as authorized Member
	 
		By:	/s/ Douglas R. Muir
		Name:   	Douglas R. Muir
		Title:	Chief Financial Officer
	 
	 
	KK CANADA HOLDINGS, INC.
	 
	By:	/s/ Douglas R. Muir
	Name:   	Douglas R. Muir
	Title:	President	



60







	SOUTHWEST DOUGHNUTS, LLC
	 
	By:   	KRISPY KREME MANAGEMENT I,
    LLC,
			as authorized Manager
			 
		By:   	KRISPY KREME DOUGHNUT
      CORPORATION,
			as authorized Member
			 
			By:	/s/ Douglas R. Muir
			Name:   	Douglas R. Muir
		 	Title:	Chief Financial Officer
	
	  
	PANHANDLE DOUGHNUTS, LLC
	 
	By:	KRISPY KREME MANAGEMENT I,
    LLC,
			as authorized Manager
			 
	By:	KRISPY KREME MANAGEMENT II,
    LLC,
			as authorized Manager
				 
			By:	KRISPY KREME DOUGHNUT CORPORATION, as
      authorized Member
			of Krispy Kreme Management I, LLC and
      Krispy Kreme Management II, LLC
					 
				By:	/s/ Douglas R. Muir
				Name:   	Douglas R. Muir
				Title:	Chief Financial Officer
	 
	KRISPY KREME MANAGEMENT I,
  LLC
	 
	By:	KRISPY KREME DOUGHNUT CORPORATION,
      as authorized Member
			 
		By:	/s/ Douglas R. Muir
		Name:   	Douglas R. Muir
		Title:	Chief Financial Officer
	  
	KRISPY KREME MANAGEMENT II,
    LLC
		 
	By:	KRISPY KREME DOUGHNUT CORPORATION, as
      authorized Member
			 
		By:	/s/ Douglas R. Muir
		Name:	Douglas R. Muir
		Title:	Chief Financial
  Officer



61







	RIGEL HOLDING, LLC	
	 	
	By:   	SOUTHWEST DOUGHNUTS, LLC, as authorized
      Manager
		 
		By:	KRISPY KREME MANAGEMENT I, LLC, as
      authorized Manager
			 
			By:    	KRISPY KREME DOUGHNUT CORPORATION, as
      authorized Member
				 
				By:	/s/ Douglas R. Muir
				Name:   	Douglas R. Muir
			 	Title:	Chief Financial Officer
	 
	 
	NORTH TEXAS DOUGHNUTS,
L.P.
	 
	By:	KRISPY KREME DOUGHNUT CORPORATION, its
      General Partner
		 
		By:	/s/ Douglas R. Muir
		Name:   	Douglas R. Muir
		Title:	Chief Financial
  Officer



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