farmerbros2019amendmentn






                                                                    EXECUTION COPY                                     AMENDMENT NO. 1                                  Dated as of September 6, 2019                                             to                       AMENDED AND RESTATED CREDIT AGREEMENT                                  Dated as of November 6, 2018                THIS AMENDMENT NO. 1 (this “Amendment”) is made as of September 6, 2019 by  and among Farmer Bros. Co., a Delaware corporation (the “Borrower”), the financial institutions listed on  the  signature  pages  hereof  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent  (the  “Administrative  Agent’),  under  that  certain  Amended  and  Restated  Credit  Agreement  dated  as  of  November 6, 2018 by and among the Borrower, the other Loan Parties from time to time party thereto,  the  Lenders  and  the  Administrative  Agent  (as  further  amended,  restated,  supplemented  or  otherwise  modified from time to time, the “Credit Agreement”).  Capitalized terms used herein and not otherwise  defined herein shall have the respective meanings given to them in the Credit Agreement.                WHEREAS,  the  Borrower  has  requested  that  the  requisite  Lenders and  the  Administrative Agent agree to make certain amendments to the Credit Agreement; and                WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have  so agreed on the terms and conditions set forth herein;                NOW,  THEREFORE,  in  consideration  of  the  premises  set  forth  above, the terms and  conditions  contained  herein,  and  other  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent  hereby agree to enter into this Amendment.                1.     Amendment to the Credit Agreement.  Effective as of the date of satisfaction of  the conditions precedent set forth in Section 2 below, the parties hereto agree that Section 6.06 of the  Credit Agreement is hereby  amended  to add  the  double-underlined  text  (indicated in  the  same  manner  as the following example:  double-underlined text) set forth below:                       SECTION 6.06.  Sale and Leaseback Transactions.  No Loan Party will, nor will               it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it               shall sell or transfer any property, real or personal, used or useful in its business, whether               now  owned  or  hereafter  acquired,  and  thereafter  rent  or  lease  such  property  or  other               property  that  it  intends  to  use  for  substantially  the  same  purpose  or  purposes  as  the               property sold or transferred (a “Sale and Leaseback Transaction”), except for any such               sale of any fixed or capital assets by the Borrower or any Subsidiary that is made for cash               consideration in an amount not less than the fair value of such fixed or capital asset and is               consummated  within  180 days  after  the  Borrower  or  such  Subsidiary  acquires  or               completes  the  construction  of  such  fixed  or  capital  asset;  provided  that,               notwithstanding  the  foregoing,  nothing  in  this  Section  6.06  shall  prohibit  any               Disposition otherwise permitted under Section 6.05.    ACTIVE 248191363v.1 





 






             2.     Conditions of Effectiveness.  The effectiveness of this Amendment is subject to  the satisfaction of the following conditions precedent:                (a)    The Administrative Agent shall have received counterparts of this Amendment  duly executed by the Borrower, the Required Lenders and the Administrative Agent.                (b)    The  Administrative  Agent  shall  have  received  payment  of  its  reasonable  and  documented out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for  the Administrative Agent) in connection with this Amendment.                3.     Representations  and  Warranties  of  the  Borrower.   The  Borrower  hereby  represents and warrants as follows:                (a)    This  Amendment  and  the  Credit  Agreement  (as  amended  hereby)  constitute  legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject  to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights  generally and subject to general principles of equity, regardless of whether considered in a proceeding in  equity or at law.                (b)    As of the date hereof and after giving effect to the terms of this Amendment, (i)  no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties  of the Loan Parties set forth in the Loan Documents are true and correct in all material respects with the  same  effect  as  though  made  on  and  as  of  the  date  hereof  (it  being  understood  and  agreed  that  any  representation  or  warranty  which  by  its  terms  is  made  as  of  a  specified  date  is  true  and  correct  in  all  material respects only as of such specified date, and that any representation or warranty which is subject  to any materiality qualifier shall be required to be true and correct in all respects).                4.     Reference to and Effect on the Credit Agreement.                (a)    Upon  the  effectiveness  hereof,  each  reference  to  the  Credit  Agreement  in  the  Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as  amended hereby.                (b)    The  Credit  Agreement  and  all  other  documents,  instruments  and  agreements  executed  and/or  delivered  in  connection  therewith  shall  remain in  full  force  and  effect  and  are  hereby  ratified and confirmed.                (c)    The execution, delivery and effectiveness of this Amendment shall not operate as  a  waiver  of  any  right,  power  or  remedy  of  the  Administrative  Agent  or  the  Lenders,  nor  constitute  a  waiver of any provision of the Credit Agreement or any other documents, instruments and agreements  executed and/or delivered in connection therewith.                (d)    This Amendment is a Loan Document.                 5.     Governing  Law.   This  Amendment  shall  be  construed  in  accordance with and  governed by the law of the State of New York.                6.     Headings.   Section  headings  in  this  Amendment  are  included  herein  for  convenience of reference only and shall not constitute a part of this Amendment for any other purpose.                                                  2 





 






             7.     Counterparts.  This Amendment may be executed by one or more of the parties  hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed  to constitute one and the same instrument.  Signatures delivered by facsimile or other electronic means  shall have the same force and effect as manual signatures delivered in person.                                    [Signature Pages Follow]                                                  3