Farmer Brothers Co Sample Contracts

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Rights Agreement • March 18th, 2005 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware
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AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 6, 2018 among FARMER BROS. CO., The other Loan Parties Party Hereto, The Lenders Party Hereto CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION,as Co-Syndication Agents,BANK OF AMERICA, N.A.,...
Credit Agreement • November 9th, 2018 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 6, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among FARMER BROS. CO., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RIGHTS AGREEMENT between FARMER BROS. CO. and Wells Fargo Bank, N.A., as Rights Agent Dated as of March 17, 2005
Rights Agreement • May 10th, 2010 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

RIGHTS AGREEMENT, dated as of March 17, 2005 (the “Agreement”), between Farmer Bros. Co., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a National Association (the “Rights Agent”).

Consent and AMENDMENT No. 4 to CREDIT AGREEMENT
Credit Agreement • July 6th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York

THIS CREDIT AGREEMENT, is entered into as of April 26, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), FARMER BROS. CO., a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among FARMER BROS. CO. COFFEE BEAN INTERNATIONAL, INC. as Borrowers and COFFEE BEAN HOLDING CO., INC. FBC FINANCE COMPANY as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO...
Loan and Security Agreement • September 13th, 2011 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California

This Amended and Restated Loan and Security Agreement dated September 12, 2011 is entered into by and among Farmer Bros. Co., a Delaware corporation (“Farmer”) and Coffee Bean International, Inc., an Oregon corporation (“CBI” and together with Farmer, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), 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” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Wells Fargo Bank, National Association, a national banking association, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).

FORM OF EXECUTIVE OFFICER] CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • September 2nd, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of , (the “Effective Date”), is made by and between FARMER BROS. CO., a Delaware corporation (the “Company”), and (the “Executive”).

STOCK PURCHASE AGREEMENT entered into December 24, 2003 FARMER BROS. CO., a California corporation Catherine Crowe, and Roy F. Farmer as trustee Table of Contents Page
Stock Purchase Agreement • February 17th, 2004 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California
ISDA®
Master Agreement • March 29th, 2019 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this "Master Agreement".

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 10th, 2020 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and (“Indemnitee”).

FORM OF] INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2012 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and (“Indemnitee”).

FARMER BROS. CO. FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 11th, 2019 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

Farmer Bros. Co., a Delaware corporation (the “Company”), pursuant to its 2007 Omnibus Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of Restricted Stock set forth below (the “Shares”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.

CREDIT AGREEMENT by and among MGG INVESTMENT GROUP LP, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, FARMER BROS. CO., as Parent and as a Borrower, and BOYD ASSETS CO., FBC FINANCE COMPANY, COFFEE BEAN HOLDING CO., INC., COFFEE BEAN...
Credit Agreement • April 27th, 2021 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York

THIS CREDIT AGREEMENT, is entered into as of April 26, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), MGG INVESTMENT GROUP LP, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, "Agent"), FARMER BROS. CO., a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").

FARMER BROS. CO. AMENDED AND RESTATED 2017 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 9th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

Farmer Bros. Co. (the “Company”) has granted to the participant listed below (“Participant”) the restricted stock units (the “RSUs”) described in this Restricted Stock Unit Award Agreement (this “Agreement”), subject to the terms and conditions of this Agreement and the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into this Agreement by reference. For purposes of this Agreement, references to the “Company” shall include any Subsidiary employer, as applicable. To the extent not defined herein, terms used in this Agreement which are defined in the Plan shall have the same meanings as set forth in the Plan.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 6th, 2015 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of March 2, 2015 by and among Farmer Bros. Co., a Delaware corporation, Coffee Bean International, Inc., an Oregon corporation, FBC Finance Company, a California corporation, and Coffee Bean Holding Co, Inc., a Delaware corporation (each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

FORM OF] INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 4th, 2013 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ____________, by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).

FORM OF OFFICER (NON-EXECUTIVE DIRECT REPORT TO CEO) CHANGE IN CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • September 2nd, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of ________________ (the “Effective Date”), is made by and between FARMER BROS. CO., a Delaware corporation (the “Company”), and __________________________________ (the “Employee”).

SEVERANCE AGREEMENT
Severance Agreement • September 12th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

This SEVERANCE AGREEMENT (this “Agreement”) is effective as of [●], 2023 (the “Effective Date”) and made by and between Farmer Bros. Co. (the “Company”) and [●] (the “Executive”). The Company and the Executive are referred to herein as the “Parties.”

COOPERATION AGREEMENT
Cooperation Agreement • October 31st, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

This Cooperation Agreement (this “Agreement”), effective as of October 30, 2022 (the “Effective Date”), is entered into by and among Farmer Bros. Co., a Delaware corporation (the “Company”), the entities and persons listed on Exhibit A hereto (collectively with each of their Affiliates and Associates, the “JCP Parties”) and the entities and persons listed on Exhibit B hereto (collectively with each of their Affiliates and Associates, the “22NW Parties,” and together with the JCP Parties, the “Stockholder Parties”). The Company and the Stockholder Parties are collectively referred to herein as the “Parties,” and each of the Company and the collective Stockholder Parties, respectively, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 16 herein.

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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STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 16th, 2020 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

Farmer Bros. Co. (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Award Agreement (this “Agreement”), subject to the terms and conditions of this Agreement and the Farmer Bros. Co. 2020 Inducement Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into this Agreement by reference. For purposes of this Agreement, references to the “Company” shall include any Subsidiary employer, as applicable. To the extent not defined herein, terms used in this Agreement which are defined in the Plan shall have the same meanings as set forth in the Plan.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Wahba)
Employment Agreement • February 17th, 2012 • Farmer Brothers Co • Miscellaneous food preparations & kindred products

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of February 13, 2012 (the “Effective Date”), between FARMER BROS. CO., a Delaware corporation (the “Company”), and JEFFREY A. WAHBA (“Wahba”) who agree as follows:

CONSULTING AGREEMENT
Consulting Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California

THIS CONSULTING AGREEMENT (the “Agreement”) is made by and between FARMER BROS. CO., a Delaware corporation (the “Company”), and MICHAEL J. KING, an individual (“Consultant”), with reference to the following facts:

EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Modaro)
Employment Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products

This Employment Agreement (“Agreement”) is dated March 19, 2009 (the “Signing Date”), and made effective as of March 1, 2009 (the “Commencement Date”), between FARMER BROS. CO., a Delaware corporation (the “Company”), and HEIDI MODARO (“Modaro”) who agree as follows:

GENERAL RELEASE AND SEPARATION AGREEMENT
General Release and Separation Agreement • March 28th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Texas

This General Release and Separation Agreement (“AGREEMENT”) is made and entered into by and between Maurice Moragne (“EMPLOYEE”) and Farmer Bros. Co., a Delaware corporation (the “Company”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 2nd, 2022 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and (“Indemnitee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Farmer Bros. Co. / Criteser)
Employment Agreement • February 17th, 2012 • Farmer Brothers Co • Miscellaneous food preparations & kindred products

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of February 13, 2012 (the “Effective Date”), between FARMER BROS. CO., a Delaware corporation (the “Company”), and PATRICK G. CRITESER (“Criteser”) who agree as follows:

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products

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”).

FARMER BROS. CO. AMENDED AND RESTATED 2017 LONG-TERM INCENTIVE PLAN CASH-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 9th, 2023 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • Delaware

Farmer Bros. Co. (the “Company”) has granted to the participant listed below (“Participant”) the cash-based restricted stock units (the “CRSUs”) described in this Cash-Based Restricted Stock Unit Award Agreement (this “Agreement”), subject to the terms and conditions of this Agreement and the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into this Agreement by reference. For purposes of this Agreement, references to the “Company” shall include any Subsidiary employer, as applicable. To the extent not defined herein, terms used in this Agreement which are defined in the Plan shall have the same meanings as set forth in the Plan.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2016 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 16, 2016, by and among Farmer Bros. Co., a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENT
Loan and Security Agreement and Consent • September 15th, 2009 • Farmer Brothers Co • Miscellaneous food preparations & kindred products • California

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment No. 1”), dated as of March 2, 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”).

AMENDMENT NO. 1 TO ESOP LOAN AGREEMENT
Esop Loan Agreement • February 9th, 2011 • 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.

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