Exhibit 10.2  EXECUTION
VERSION  AMENDMENT
NO. 1 TO ASSET PURCHASE AGREEMENT  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).  RECITALS  A.The parties hereto are parties to that
certain Asset Purchase Agreement dated December 2, 2008 (the Asset Purchase Agreement)pursuant
to which Buyer has agreed to purchase from Seller and Saramar all of the assets
of the DSD Business (as defined in the Asset Purchase Agreement).  B.The parties wish to amend the Asset
Purchase Agreement as provided below.  Accordingly, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:  1.All capitalized terms used and not
defined in this Amendment shall have the meanings ascribed to them in the Asset
Purchase Agreement.  2.The Asset Purchase Agreement is hereby
amended as follows:  a.Exhibit A. Exhibit A of the Asset Purchase
Agreement is hereby deleted and a new Exhibit A, appended hereto as Attachment
A, is hereby substituted in its place.  b.Section 1.1(c). Section 1.1(c) of the
Asset Purchase Agreement is hereby amended by adding the following new sentence
at the end of Section 1.1(c):  In addition, Seller
makes no representation or warranty regarding the accuracy of any other list
(whether written, electronic or in any other form) of the Brew Equipment
Inventory, whether dated prior to, on or after the date hereof.  c.Section 3.1. Section 3.1
of the Asset Purchase Agreement is hereby deleted and the following is hereby
substituted in its place:  The Closing.
Subject to Article VII, the exchange of documents required to
consummate the transactions contemplated by this Agreement shall take place at
5:00 p.m., central standard time, on Friday, February 27, 2009, at
the offices of Sonnenschein Nath & Rosenthal LLP, located in Chicago,
but consummation of the transaction (the Closing)shall
be effective as of 11:59 p.m., eastern standard time, on Saturday, February 28,
2009 (the Closing Date);provided,
however, that the cash portion of the Closing Payment (determined pursuant to Section 2.1)
shall be tendered by Buyer to Seller by wire transfer of


same day funds at such
time as federally insured financial institutions open for business on Monday, March 2,
2009, in New York, New York, and the Note, if applicable, shall be physically
tendered to Seller or its representatives by 9:00 a.m., central standard
time, on Monday, March 2, 2009, at the offices of Sonnenschein Nath &
Rosenthal LLP, located in Chicago; provided further, however, that such
transactions may occur on such other dates, times or places as agreed to in
writing by Buyer and Seller.  d.Section 3.2(d)(v). Section 3.2(d)(v) of
the Asset Purchase Agreement is hereby deleted and the following is hereby
substituted in its place:  A Cappuccino and Cocoa
Transition Agreement with Sellers manufacturer pursuant to which Sellers
designee may supply to Buyer certain cappuccino and cocoa products on the terms
set forth therein (the Cappuccino and Cocoa
Transition Agreement),substantially in the form
attached hereto as Exhibit H (and subject to any reasonable
modifications required by said manufacturer);  e.Exhibit O. Exhibit O of the Asset Purchase
Agreement is hereby deleted and a new Exhibit O, appended hereto as Attachment
B, is hereby substituted in its place.  f.Schedules. Schedules 1.1(a)-1 (Certain DSD Business Marks),
1.1(a)-2 (Certain DSD Business Marks), 1.1(f) (Personal Property Leases),
4.9 (Payment of Taxes), 4.11 (Leased Real Property), 4.13-2 (Owned Vehicles),
4.15 (Intellectual Property), 4.16-1 (Permits), 4.16-2 (Compliance with
Permits), 4.17(a) (Material Contracts), 4.20(b) (Information about
Hired Personnel), and 4.21 (Hazardous Substances) to the Asset Purchase
Agreement are hereby amended and restated in their entirety. New Schedules
1.1(a)-1 (Certain DSD Business Marks), 1.1(a)-2 (Certain DSD Business Marks),
1.1(f) (Personal Property Leases), 4.9 (Payment of Taxes), 4.11 (Leased
Real Property), 4.13-2 (Owned Vehicles), 4.15 (Intellectual Property), 4.16-1
(Permits), 4.16-2 (Compliance with Permits), 4.17(a) (Material Contracts),
4.20(b) (Information about Hired Personnel), and 4.21 (Hazardous
Substances) are hereby substituted in their place, and are, along with the rest
of the Schedules which have not been amended and restated, appended hereto as Attachment
C.  g.Section 7.1(f). Section 7.1(f) of the
Asset Purchase Agreement is hereby deleted and the following is hereby
substituted in its place:  The parties shall have
entered into each of the Operational Agreements and the Option Agreement, and
the manufacturer shall have duly executed and delivered the Cappuccino and
Cocoa Transition Agreement.  3.Except as modified by the above, the
Asset Purchase Agreement is hereby restated and confirmed in all respects and
is binding upon the parties hereto. This Amendment  2


may be executed in any
number of counterparts with the same effect as if all parties hereto had signed
the same document.  [Signature Page Follows]  3


IN WITNESS WHEREOF, the
parties have executed this Amendment on the date first above written.   SARA LEE CORPORATIONBy:
  /s/ Mark S. SilverName:
  Mark S. SilverTitle:
  Assistant SecretarySARAMAR, L.L.C.By:
  /s/ Mark S. SilverName:
  Mark S. SilverTitle:
  Vice President and
  Assistant SecretaryFARMER
  BROS. CO.By:
  /s/ Roger M. Laverty
  IIIName:
  Roger M. Laverty IIITitle:
  President and Chief
  Executive Officer  Signature Page  Amendment No. 1 to Asset
Purchase Agreement.