Exhibit 10.6
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT AND CONSENT
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT (this "Amendment
No. 2"), dated as of July 27, 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").
W I T N E S S E T H :
WHEREAS, Lender, Borrowers and Guarantors have entered into financing
arrangements pursuant to which Lender has made, and may make, loans and advances
and provide other financial accommodations to Borrowers as set forth in the Loan
and Security Agreement, dated as of March 2, 2009, by and among Lender,
Borrowers and Guarantors, the "Loan Agreement", Amendment No. 1 to Loan and
Security Agreement, dated as of March 2, 2009, by and among Lender, Borrowers
and Guarantors, and together with all agreements, documents and instruments at
any time executed or delivered in connection therewith or related thereto, as
from time to time amended and supplemented, collectively, the "Financing
Agreements");
WHEREAS, Borrowers and Guarantors have requested that Lender agree to make
certain amendments to the Loan Agreement and agree to certain consents under the
Loan Agreement, and Lender is willing to agree, subject to the terms and
conditions set forth herein, to make such amendments and agree to such consents,
as more specifically set forth herein; and
WHEREAS, by this Amendment No. 2, Lender, Borrowers and Guarantors desire and
intend to evidence such amendments and consents.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and
covenants contained herein, the parties hereto agree as follows:
1.
DEFINITIONS.
1.1
ADDITIONAL DEFINITION.
AS USED HEREIN, THE TERM "AMENDMENT NO. 2"
SHALL MEAN AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT, BY AND
BETWEEN LENDER AND BORROWER, AS THE SAME NOW EXISTS OR MAY HEREAFTER BE AMENDED,
MODIFIED, SUPPLEMENTED, EXTENDED, RENEWED, RESTATED OR REPLACED, AND THE LOAN
AGREEMENT AND THE OTHER FINANCING
AGREEMENTS SHALL BE DEEMED AND ARE HEREBY AMENDED TO INCLUDE, IN ADDITION AND
NOT IN LIMITATION, SUCH DEFINITION.
1.2
ELIGIBLE INVENTORY.
(A)
THE DEFINITION OF "ELIGIBLE INVENTORY" IN SECTION 1.34 OF THE LOAN
AGREEMENT IS HEREBY AMENDED BY DELETING CLAUSE (F)(III)(A) THEREOF IN ITS
ENTIRETY AND SUBSTITUTING THE FOLLOWING THEREFOR:
"(A) as to locations which are leased by any Borrower, if Lender shall have
received a Collateral Access Agreement from the owner and lessor of such
location, duly authorized, executed and delivered by such owner and lessor or,
if Lender shall not have received such Collateral Access Agreement (or Lender
shall determine to accept a