betweenRights Agreement • March 18th, 2005 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 6, 2018 among FARMER BROS. CO., The other Loan Parties Party Hereto, The Lenders Party Hereto CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION,as Co-Syndication Agents,BANK OF AMERICA, N.A.,...Credit Agreement • November 9th, 2018 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 6, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among FARMER BROS. CO., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RIGHTS AGREEMENT between FARMER BROS. CO. and Wells Fargo Bank, N.A., as Rights Agent Dated as of March 17, 2005Rights Agreement • May 10th, 2010 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
RIGHTS AGREEMENT, dated as of March 17, 2005 (the “Agreement”), between Farmer Bros. Co., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a National Association (the “Rights Agent”).
EXECUTION VERSION AMENDMENT NO. 3 Dated as of July 23, 2020 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2018 THIS AMENDMENT NO. 3 (this “Amendment”) is made as of July 23, 2020 by and among Farmer Bros. Co., a Delaware corporation...Credit Agreement • July 29th, 2020 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
Consent and AMENDMENT No. 4 to CREDIT AGREEMENTCredit Agreement • July 6th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
THIS CREDIT AGREEMENT, is entered into as of April 26, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), FARMER BROS. CO., a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").
ISDA®2002 Master Agreement • March 29th, 2019 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this "Master Agreement".
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among FARMER BROS. CO. COFFEE BEAN INTERNATIONAL, INC. as Borrowers and COFFEE BEAN HOLDING CO., INC. FBC FINANCE COMPANY as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO...Loan and Security Agreement • September 13th, 2011 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
This Amended and Restated Loan and Security Agreement dated September 12, 2011 is entered into by and among Farmer Bros. Co., a Delaware corporation (“Farmer”) and Coffee Bean International, Inc., an Oregon corporation (“CBI” and together with Farmer, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Coffee Bean Holding Co., Inc., a Delaware corporation (“Coffee Holding”), FBC Finance Company, a California corporation (“Finance” and together with Coffee Holding, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Wells Fargo Bank, National Association, a national banking association, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
FORM OF EXECUTIVE OFFICER] CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 2nd, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of , (the “Effective Date”), is made by and between FARMER BROS. CO., a Delaware corporation (the “Company”), and (the “Executive”).
FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • April 4th, 2013 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ____________, by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
2- Agreement. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code (including, without limitation, Account, Account Debtor, Chattel Paper, Commercial Tort Claims, Deposit Account, Drafts, Documents,...Guaranty and Security Agreement • April 27th, 2021 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
STOCK PURCHASE AGREEMENT entered into December 24, 2003 FARMER BROS. CO., a California corporation Catherine Crowe, and Roy F. Farmer as trustee Table of Contents PageStock Purchase Agreement • February 17th, 2004 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2020 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT by and among MGG INVESTMENT GROUP LP, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, FARMER BROS. CO., as Parent and as a Borrower, and BOYD ASSETS CO., FBC FINANCE COMPANY, COFFEE BEAN HOLDING CO., INC., COFFEE BEAN...Credit Agreement • April 27th, 2021 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
THIS CREDIT AGREEMENT, is entered into as of April 26, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), MGG INVESTMENT GROUP LP, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, "Agent"), FARMER BROS. CO., a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").
FARMER BROS. CO. FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 11th, 2019 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
Farmer Bros. Co., a Delaware corporation (the “Company”), pursuant to its 2007 Omnibus Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of Restricted Stock set forth below (the “Shares”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
FARMER BROS. CO. AMENDED AND RESTATED 2017 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 9th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
Farmer Bros. Co. (the “Company”) has granted to the participant listed below (“Participant”) the restricted stock units (the “RSUs”) described in this Restricted Stock Unit Award Agreement (this “Agreement”), subject to the terms and conditions of this Agreement and the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into this Agreement by reference. For purposes of this Agreement, references to the “Company” shall include any Subsidiary employer, as applicable. To the extent not defined herein, terms used in this Agreement which are defined in the Plan shall have the same meanings as set forth in the Plan.
FORM OF OFFICER (NON-EXECUTIVE DIRECT REPORT TO CEO) CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 2nd, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of ________________ (the “Effective Date”), is made by and between FARMER BROS. CO., a Delaware corporation (the “Company”), and __________________________________ (the “Employee”).
LOAN AND SECURITY AGREEMENT by and among FARMER BROS. CO. COFFEE BEAN INTERNATIONAL, INC. as Borrowers and COFFEE BEAN HOLDING CO., INC. FBC FINANCE COMPANY SL REALTY, LLC as Guarantors and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender Dated: March...Loan and Security Agreement • March 5th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
SEVERANCE AGREEMENTSeverance Agreement • September 12th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
This SEVERANCE AGREEMENT (this “Agreement”) is effective as of [●], 2023 (the “Effective Date”) and made by and between Farmer Bros. Co. (the “Company”) and [●] (the “Executive”). The Company and the Executive are referred to herein as the “Parties.”
COOPERATION AGREEMENTCooperation Agreement • October 31st, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
This Cooperation Agreement (this “Agreement”), effective as of October 30, 2022 (the “Effective Date”), is entered into by and among Farmer Bros. Co., a Delaware corporation (the “Company”), the entities and persons listed on Exhibit A hereto (collectively with each of their Affiliates and Associates, the “JCP Parties”) and the entities and persons listed on Exhibit B hereto (collectively with each of their Affiliates and Associates, the “22NW Parties,” and together with the JCP Parties, the “Stockholder Parties”). The Company and the Stockholder Parties are collectively referred to herein as the “Parties,” and each of the Company and the collective Stockholder Parties, respectively, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 16 herein.
ESOP LOAN AGREEMENT NO. 2Esop Loan Agreement • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
This ESOP Loan Agreement No. 2 (the “Second Agreement”) dated as of July 21, 2003 is entered into by and between FARMER BROS. CO., a California corporation (“Lender”), and WELLS FARGO BANK, N.A., (the “Trustee”) as trustee for the FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP PLAN (the “Borrower” or the “ESOP”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 16th, 2020 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
Farmer Bros. Co. (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Award Agreement (this “Agreement”), subject to the terms and conditions of this Agreement and the Farmer Bros. Co. 2020 Inducement Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into this Agreement by reference. For purposes of this Agreement, references to the “Company” shall include any Subsidiary employer, as applicable. To the extent not defined herein, terms used in this Agreement which are defined in the Plan shall have the same meanings as set forth in the Plan.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Wahba)Employment Agreement • February 17th, 2012 • Farmer Brothers Co • Miscellaneous food preparations & kindred products
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of February 13, 2012 (the “Effective Date”), between FARMER BROS. CO., a Delaware corporation (the “Company”), and JEFFREY A. WAHBA (“Wahba”) who agree as follows:
CONSULTING AGREEMENTConsulting Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made by and between FARMER BROS. CO., a Delaware corporation (the “Company”), and MICHAEL J. KING, an individual (“Consultant”), with reference to the following facts:
EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Modaro)Employment Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products
This Employment Agreement (“Agreement”) is dated March 19, 2009 (the “Signing Date”), and made effective as of March 1, 2009 (the “Commencement Date”), between FARMER BROS. CO., a Delaware corporation (the “Company”), and HEIDI MODARO (“Modaro”) who agree as follows:
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • March 28th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas
This General Release and Separation Agreement (“AGREEMENT”) is made and entered into by and between Maurice Moragne (“EMPLOYEE”) and Farmer Bros. Co., a Delaware corporation (the “Company”).
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONSAgreement of Purchase and Sale • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
This Agreement of Purchase and Sale and Joint Escrow Instructions (the "Agreement"), dated as of the Effective Date set forth in Section 1 of the Summary of Basic Terms, below, is made by and between BRIDGE ACQUISITION, LLC, a Delaware limited liability company ("Buyer"), and FARMER BROS. CO., a Delaware corporation ("Seller"). The terms set forth below shall have the meanings set forth below when used in the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Criteser)Employment Agreement • February 17th, 2012 • Farmer Brothers Co • Miscellaneous food preparations & kindred products
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of February 13, 2012 (the “Effective Date”), between FARMER BROS. CO., a Delaware corporation (the “Company”), and PATRICK G. CRITESER (“Criteser”) who agree as follows:
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products
This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”), dated February 27, 2009, is made by and among Sara Lee Corporation, a Maryland corporation (“Seller”), Saramar, LLC, a Delaware limited liability company (“Saramar”), and Farmer Bros. Co., a Delaware corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 16, 2016, by and among Farmer Bros. Co., a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 20th, 2015 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
This Asset Purchase Agreement (“Agreement”) is between Harris Spice Company Inc., a California corporation (“Buyer”), and Farmer Bros. Co., a Delaware corporation (“Seller”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment No. 1”), dated as of March 2, 2009, is by and among Wachovia Bank, National Association, a national banking association (“Lender”), Farmer Bros. Co., a Delaware corporation (as surviving corporation of the merger with FBC Realty, LLC formerly known as SL Realty, LLC, a Delaware limited liability company, “Farmer”) and Coffee Bean International, Inc., an Oregon corporation (“CBI” and together with Farmer, each individually a “Borrower” and collectively, “Borrowers”), Coffee Bean Holding Co., Inc., a Delaware corporation (“Coffee Holding”), FBC Finance Company, a California corporation (“Finance” and together with Coffee Holding, each individually a “Guarantor” and collectively, “Guarantors”).
EXECUTION VERSION AMENDMENT NO. 4 Dated as of July 23, 2020 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2018 THIS AMENDMENT NO. 4 (this “Amendment”) is made as of July 23, 2020 by and among Farmer Bros. Co., a Delaware corporation...Credit Agreement • September 11th, 2020 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York
AMENDMENT NO. 1 TO ESOP LOAN AGREEMENTEsop Loan Agreement • February 9th, 2011 • Farmer Brothers Co • Miscellaneous food preparations & kindred products
This Amendment No. 1 to ESOP Loan Agreement (“Amendment”) is made and entered into by and between Farmer Bros. Co., a California corporation, as Lender and Wells Fargo Bank, N.A. as trustee for the Farmer Bros. Co. Employee Stock Ownership Plan as the Borrower.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2015 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of November 23, 2015, is between Farmer Bros. Co. (the “Company”) and Mark J. Nelson (“Nelson”);
