0000034563-16-000104 Sample Contracts

ESOP LOAN AGREEMENT NO. 2
Esop 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”).

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FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products

THIS FIRST AMENDMENT TO LEASE AGREEMENT, dated as of December 29, 2015 (this “Amendment”), is made by and between WF-FB NLTX, LLC, a Delaware limited liability company (“Landlord”), and FARMER BROS. CO., a Delaware corporation, (“Tenant”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings assigned to such term as in the Lease (as defined below).

AMENDMENT NO.1 TO ESOP LOAN AGREEMENT
Esop Loan Agreement • May 6th, 2016 • 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.

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products

THIS SECOND AMENDMENT TO LEASE AGREEMENT, dated as of March 10, 2016 (this “Amendment”), is made by and between WF-FB NLTX, LLC, a Delaware limited liability company (“Landlord”), and FARMER BROS. CO., a Delaware corporation (“Tenant”).

FIRST AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT
Development Management Agreement • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas

This First Amendment to Development Management Agreement (this “Amendment”) is made and entered into effective as of January 5, 2016, by and between STREAM REALTY PARTNERS-DFW, L.P., a Texas limited partnership (“Developer”), and FARMER BROS. CO., a Delaware corporation (“Tenant”).

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale and Joint Escrow Instructions • 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.

SECOND AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT
Development Management Agreement • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas

This Second Amendment to Development Management Agreement (this “Amendment”) is made and entered into effective as of March 25, 2016 (the “Amendment Date”), by and between STREAM REALTY PARTNERS-DFW, L.P., a Texas limited partnership (“Developer”), and FARMER BROS. CO., a Delaware corporation (“Tenant”).

ESOP LOAN AGREEMENT
Esop Pledge Agreement • May 6th, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California

This Loan Agreement (the "Agreement") dated March 28, 2000 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 OWNERSHJP PLAN (the "Borrower" or the "ESOP").

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