Letter Agreement



 Exhibit 10.9 

May 7, 2010 

FARMER BROS. CO. 

20333 South Normandie Avenue 

Torrance, CA 90502 
 Wells Fargo
Bank, National Association, 
   successor by merger to Wachovia Bank, 

  National Association 
 251 South Lake
Avenue, Suite 900 
 Pasadena, California 91101 

Attention: Portfolio Manager 
  

	 	Re:	Waiver of Event of Default 

 Ladies and
Gentlemen: 
 Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association
(“Lender”) has made and may make loans and advances and provide other financial accommodations to 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”) pursuant to the Loan Agreement (as hereinafter defined), by and among Borrowers, Guarantors and Lender (as the same now exists or may hereafter be further amended, modified, supplemented, extended, renewed, restated or
replaced, the “Loan Agreement”), and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan
Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”). All capitalized terms used herein shall
have the meaning assigned thereto in the Loan Agreement, unless otherwise defined herein. 
 Borrowers and Guarantors have
requested that Lender waive an Event of Default, and Lender is willing to agree to such waiver, subject to the terms and conditions set forth herein. 

Accordingly, Borrowers, Guarantors and Lender hereby agree as follows: 

1. Waiver of Event of Default. Subject to the satisfaction of each of the conditions precedent set forth herein, Lender hereby
waives any Event of Default under Section 10.1(a)(iii) of the Loan Agreement arising as a result of the failure of Borrowers and Guarantors to comply with the provisions of Section 9.18 of the Loan Agreement for the periods ending
February 28, 2010 and March 31, 2010 (the “Specified Event of Default”). 
  

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 2. Effect of Waivers. Lender has not waived and is not by this agreement waiving, and
has no present intention of waiving, any other Event of Default, which may have occurred prior to the date hereof, or may be continuing on the date hereof or any Event of Default which may occur after the date hereof, other than the Specified Event
of Default, whether the same or similar to the Specified Event of Default or otherwise. Lender reserves the right, in its discretion, to exercise any or all of its or its rights and remedies arising under the Financing Agreements, applicable law or
otherwise, as a result of any other Event of Default which may have occurred prior to the date hereof, or is continuing on the date hereof, or any Event of Default which may occur after the date hereof, whether the same or similar to the Specified
Event of Default. 
 3. Representations, Warranties and Covenants. Borrowers and Guarantors represent, warrant and
covenant with and to Lender as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, the truth and accuracy of, or compliance with each, together with the representations,
warranties and covenants in the Loan Agreement and the other Financing Agreements, being a continuing condition of the making or providing of any Loans by Lender to Borrowers: 

(a) this letter agreement has been duly executed and delivered by Borrowers and Guarantors and the agreements and
obligations of Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with their respective terms; and 

(b) after giving effect to the waiver of the Specified Event of Default, no Default or Event of Default has occurred and
is continuing, including without limitation any default in the payment of principal, interest or fees under the Financing Agreements. 

4. Conditions Precedent. The waiver contained herein shall only be effective upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender: 
 (a) Lender shall have received executed original
counterparts of this letter agreement, duly authorized, executed and delivered by the Borrowers and Guarantors; and 

(b) after giving effect to the waiver of the Specified Event of Default, no Default or Event of Default has occurred and
is continuing, including without limitation any default in the payment of principal, interest or fees under the Financing Agreements. 

5. Binding Effect. This letter agreement shall be binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns. 
 6. Governing Law. The validity, interpretation and enforcement of this letter
agreement and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California but excluding any principles of conflicts of law
or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of California. 
  

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 7. Counterparts. This letter agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this letter agreement by telefacsimile or other electronic method of transmission s shall have
the same force and effect as the delivery of an original executed counterpart of this letter agreement. Any party delivering an executed counterpart of this letter agreement by telefacsimile or other electronic method of transmission shall also
deliver an original executed counterpart of this letter agreement, but the failure to do so shall not affect the validity, enforceability, and binding effect of this letter agreement. 

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 By the signature hereto of their duly authorized officers, the parties hereto agree as set
forth herein. 
  

			
	Very truly yours,
	
	FARMER BROS. CO.
		
	By:	 	/s/ Roger M. Laverty III
	Title:	 	CEO


  

			
	COFFEE BEAN INTERNATIONAL, INC.
		
	By:	 	/s/ Roger M. Laverty III
	Title:	 	CEO


  

			
	COFFEE BEAN HOLDING CO., INC.
		
	By:	 	/s/ Roger M. Laverty III
	Title:	 	CEO


  

			
	FBC FINANCE COMPANY
		
	By:	 	/s/ Roger M. Laverty III
	Title:	 	CEO


  

			
	AGREED:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, successor by merger to Wachovia Bank, National Association
		
	By:	 	/s/ Dennis King
	Title:	 	Vice President

 [Waiver Letter]