SEC Info - Farmer Brothers Co - ‘10-K’ for 6/30/18

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Farmer Brothers Co – ‘10-K’ for 6/30/18 – ‘EX-10.6’

On: Thursday, 9/13/18, at 4:48pm ET · For: 6/30/18 · Accession #: 34563-18-49 · File #: 1-34249

  As Of               Filer                 Filing    For·On·As Docs:Size

 9/13/18  Farmer Brothers Co                10-K        6/30/18  133:21M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K Farm 2018 10K                                  HTML   1.72M 
 2: EX-10.6     Exhibit 10.6 Amendment to Bank Loan                 HTML     71K 
 4: EX-21.1     Exhibit 21.1 Subsidiaries                           HTML     34K 
 5: EX-23.1     Exhibit 23.1 Consent of Independent Registered      HTML     36K 
                Accounting Firm                                                  
 3: EX-18.1     Exhibit 18.1 Preferability Letter                   HTML     37K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
16: R1          Document and Entity Information                     HTML     65K 
17: R2          Consolidated Balance Sheets                         HTML    138K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
19: R4          Consolidated Statements of Operations               HTML    101K 
20: R5          Consolidated Statements of Comprehensive Income     HTML     58K 
                (Loss)                                                           
21: R6          Consolidated Statements of Cash Flows               HTML    202K 
22: R7          Consolidated Statements of Stockholders' Equity     HTML     97K 
23: R8          Consolidated Statements of Stockholders' Equity     HTML     42K 
                (Parenthetical)                                                  
24: R9          Introduction and Basis of Presentation              HTML     49K 
25: R10         Summary of Significant Accounting Policies          HTML    129K 
26: R11         Changes in Accounting Principles and Corrections    HTML    249K 
                to Previously Issued Financial Statements Changes                
                in Accounting Principles and Corrections to                      
                Previously Issued Financial Statements                           
27: R12         Acquisitions                                        HTML    150K 
28: R13         Restructuring Plans                                 HTML     73K 
29: R14         New Facility (Notes)                                HTML     37K 
30: R15         Sales of Assets (Notes)                             HTML     48K 
31: R16         Derivative Instruments                              HTML    140K 
32: R17         Investments                                         HTML     52K 
33: R18         Fair Value Measurements                             HTML     82K 
34: R19         Accounts and Notes Receivable, net                  HTML     61K 
35: R20         Inventories                                         HTML     60K 
36: R21         Property, Plant and Equipment                       HTML     58K 
37: R22         Goodwill and Intangible Assets                      HTML    105K 
38: R23         Employee Benefit Plans                              HTML    540K 
39: R24         Bank Loan                                           HTML     44K 
40: R25         Employee Stock Ownership Plan                       HTML     59K 
41: R26         Share-Based Compensation                            HTML    315K 
42: R27         Other Current Liabilities                           HTML     52K 
43: R28         Other Long-Term Liabilities Other Long-Term         HTML     52K 
                Liabilities                                                      
44: R29         Income Taxes                                        HTML    132K 
45: R30         Net Income Per Common Share                         HTML     73K 
46: R31         Preferred Stock                                     HTML     58K 
47: R32         Commitments and Contingencies                       HTML    146K 
48: R33         Unusual and Infrequent Expenses Unusual and         HTML     38K 
                Infrequent Expenses                                              
49: R34         Selected Quarterly Financial Data (Unaudited)       HTML    163K 
50: R35         Summary of Significant Accounting Policies          HTML    200K 
                (Policies)                                                       
51: R36         Summary of Significant Accounting Policies          HTML     59K 
                (Tables)                                                         
52: R37         Changes in Accounting Principles and Corrections    HTML    238K 
                to Previously Issued Financial Statements (Tables)               
53: R38         Acquisitions (Tables)                               HTML    130K 
54: R39         Restructuring Plans (Tables)                        HTML     61K 
55: R40         Derivative Instruments (Tables)                     HTML    134K 
56: R41         Investments (Tables)                                HTML     50K 
57: R42         Fair Value Measurements (Tables)                    HTML     81K 
58: R43         Accounts and Notes Receivable, net (Tables)         HTML     61K 
59: R44         Inventories (Tables)                                HTML     59K 
60: R45         Property, Plant and Equipment (Tables)              HTML     58K 
61: R46         Goodwill and Intangible Assets (Tables)             HTML    110K 
62: R47         Employee Benefit Plans (Tables)                     HTML    511K 
63: R48         Employee Stock Ownership Plan (Tables)              HTML     57K 
64: R49         Share-Based Compensation (Tables)                   HTML    271K 
65: R50         Other Current Liabilities (Tables)                  HTML     51K 
66: R51         Other Long-Term Liabilities (Tables)                HTML     52K 
67: R52         Income Taxes (Tables)                               HTML    124K 
68: R53         Net Income Per Common Share (Tables)                HTML     70K 
69: R54         Preferred Stock (Tables)                            HTML     56K 
70: R55         Commitments and Contingencies (Tables)              HTML    122K 
71: R56         Selected Quarterly Financial Data (Unaudited)       HTML    161K 
                (Tables)                                                         
72: R57         Introduction and Basis of Presentation (Details)    HTML     46K 
73: R58         Summary of Significant Accounting Policies -        HTML    131K 
                Narrative (Details)                                              
74: R59         Changes in Accounting Principles and Corrections    HTML    201K 
                to Previously Issued Financial Statements                        
                Schedules of Accounting Adjustments (Details)                    
75: R60         Changes in Accounting Principles and Corrections    HTML    119K 
                to Previously Issued Financial Statements                        
                Narrative (Details)                                              
76: R61         Acquisitions (Details)                              HTML    259K 
77: R62         Restructuring Plans (Details)                       HTML     93K 
78: R63         Restructuring Plans - Restructuring Activity        HTML     71K 
                (Details)                                                        
79: R64         New Facility (Details)                              HTML     61K 
80: R65         Sales of Assets (Details)                           HTML     72K 
81: R66         Derivative Instruments - Schedule of Notional       HTML     46K 
                Volumes of Derivative Instruments (Details)                      
82: R67         Derivative Instruments - Fair Value of Derivative   HTML     59K 
                Instruments on the Consolidated Balance Sheets                   
                (Details)                                                        
83: R68         Derivative Instruments - Pretax Effect of           HTML     46K 
                Derivative Instruments on Earnings and OCI                       
                (Details)                                                        
84: R69         Derivative Instruments - Narrative (Details)        HTML     45K 
85: R70         Derivative Instruments - Net Realized and           HTML     51K 
                Unrealized Gains and Losses Recorded in "Other,                  
                net" (Details)                                                   
86: R71         Derivative Instruments - Schedule of Offsetting     HTML     65K 
                Derivative Asset and Liability Positions (Details)               
87: R72         Investments (Details)                               HTML     46K 
88: R73         Fair Value Measurements - Assets and Liabilities    HTML     63K 
                Measured and Recorded at Fair Value on a Recurring               
                Basis (Details)                                                  
89: R74         Accounts and Notes Receivable, net - Schedule of    HTML     49K 
                Accounts Receivable (Details)                                    
90: R75         Accounts and Notes Receivable, net - Narrative      HTML     41K 
                (Details)                                                        
91: R76         Accounts and Notes Receivable, net - Allowance For  HTML     45K 
                Doubtful Accounts (Details)                                      
92: R77         Inventories - Schedule of Inventory (Details)       HTML     51K 
93: R78         Property, Plant and Equipment (Details)             HTML     66K 
94: R79         Goodwill and Intangible Assets - Goodwill           HTML     77K 
                (Details)                                                        
95: R80         Goodwill and Intangible Assets - Amortization of    HTML     63K 
                Intangible assets (Details)                                      
96: R81         Employee Benefit Plans (Details)                    HTML    105K 
97: R82         Employee Benefit Plans - Change in Projected        HTML    124K 
                Benefit Obligation, Plan Assets and Net Funded                   
                Status (Details)                                                 
98: R83         Employee Benefit Plans - Components of Net          HTML     94K 
                Periodic Benefit Cost and Amounts Recognized in                  
                Other Comprehensive Income (Details)                             
99: R84         Employee Benefit Plans - Description of Investment  HTML     71K 
                Policy (Details)                                                 
100: R85         Employee Benefit Plans - Fair Value of Plan Assets  HTML     63K  
                (Details)                                                        
101: R86         Employee Benefit Plans - Target Plan Asset          HTML     48K  
                Allocation (Details)                                             
102: R87         Employee Benefit Plans - Estimated Future Benefit   HTML     64K  
                Payments (Details)                                               
103: R88         Employee Benefit Plans - Multi-Employer Plan        HTML     86K  
                (Details)                                                        
104: R89         Employee Benefit Plans - Components of Net          HTML     49K  
                Periodic Benefit Costs (Details)                                 
105: R90         Employee Benefit Plans - Amortization Schedule      HTML     72K  
                (Details)                                                        
106: R91         Employee Benefit Plans - Other Changes in Plan      HTML     57K  
                Assets and Benefit Obligations Recognized in OCI                 
                (Details)                                                        
107: R92         Employee Benefit Plans - Sensitivity in Results     HTML     45K  
                (Details)                                                        
108: R93         Bank Loan (Details)                                 HTML     94K  
109: R94         Employee Stock Ownership Plan - Narrative           HTML     44K  
                (Details)                                                        
110: R95         Employee Stock Ownership Plan - ESOP Plan           HTML     37K  
                Contributions (Details)                                          
111: R96         Employee Stock Ownership Plan - Number and Value    HTML     47K  
                of ESOP Shares (Details)                                         
112: R97         Share-Based Compensation - Narrative (Details)      HTML    146K  
113: R98         Share-Based Compensation - Weighted-average         HTML     55K  
                assumptions using Black-Scholes model (Details)                  
114: R99         Share-Based Compensation - Stock Option Activity    HTML    181K  
                (Details)                                                        
115: R100        Share-Based Compensation - Restricted Stock         HTML    111K  
                Activity (Details)                                               
116: R101        Other Current Liabilities (Details)                 HTML     61K  
117: R102        Other Long-Term Liabilities (Details)               HTML     61K  
118: R103        Income Taxes - Current and Deferred Components of   HTML     58K  
                Provision For Income Taxes (Details)                             
119: R104        Income Taxes - Narrative (Details)                  HTML     77K  
120: R105        Income Taxes - Reconciliation to Fedreal Statutory  HTML     63K  
                Rate (Details)                                                   
121: R106        Income Taxes - Components of the Temporary          HTML     68K  
                Differences (Details)                                            
122: R107        Net Income Per Common Share (Details)               HTML     80K  
123: R108        Preferred Stock - Narrative (Details)               HTML     61K  
124: R109        Preferred Stock - Schedule of Series A Preferred    HTML     53K  
                Stock (Details)                                                  
125: R110        Commitments and Contingencies - Narrative           HTML     69K  
                (Details)                                                        
126: R111        Commitments and Contingencies - Contractual         HTML    206K  
                Obligations (Details)                                            
127: R112        Unusual and Infrequent Expenses (Details)           HTML     40K  
128: R113        Selected Quarterly Financial Data (Unaudited) -     HTML     70K  
                Financial Data (Details)                                         
129: R114        Selected Quarterly Financial Data (Unaudited) -     HTML     44K  
                Narrative (Details)                                              
130: R9999       Uncategorized Items - farm-20180630.xml             HTML     41K  
132: XML         IDEA XML File -- Filing Summary                      XML    247K  
131: EXCEL       IDEA Workbook of Financial Reports                  XLSX    191K  
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12: EX-101.CAL  XBRL Calculations -- farm-20180630_cal               XML    413K 
13: EX-101.DEF  XBRL Definitions -- farm-20180630_def                XML   1.70M 
14: EX-101.LAB  XBRL Labels -- farm-20180630_lab                     XML   3.19M 
15: EX-101.PRE  XBRL Presentations -- farm-20180630_pre              XML   2.11M 
11: EX-101.SCH  XBRL Schema -- farm-20180630                         XSD    298K 
133: ZIP         XBRL Zipped Folder -- 0000034563-18-000049-xbrl      Zip    552K

‘EX-10.6’ — Exhibit 10.6 Amendment to Bank Loan

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXHIBIT 10.6

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 10, 2018, is entered into by and among FARMER BROS. CO., a Delaware corporation (“Farmer Bros.”), CHINA MIST BRANDS, INC., a Delaware corporation (“China Mist”), BOYD ASSETS CO., a Delaware corporation, (“Boyd” and together with Farmer Bros. and China Mist, each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), the other Loan Parties (as defined below) party hereto, the Lenders (as defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

RECITALS

Borrowers, the other parties signatory thereto as “Loan Parties” (each individually, a “Loan Party” and collectively, the “Loan Parties”), Administrative Agent, and the financial institutions party thereto as lenders (each individually, a “Lender” and collectively, the “Lenders”) have previously entered into that certain Credit Agreement, dated as of March 2, 2015, as amended by that certain First Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of August 25, 2017 (as so amended and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.


B.	Borrowers and the other Loan Parties have requested that Administrative Agent and the Lenders amend the Credit Agreement, and Administrative Agent and the Lenders are willing to amend the Credit Agreement pursuant to the terms and conditions set forth herein.


C.	Each Borrower and each other Loan Party is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Administrative Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement and the other Loan Documents are being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Credit Agreement.

a)The following definition is hereby added to Section 1.01 of the Credit Agreement in its proper alphabetical order:

“Second Amendment Effective Date” means September 10, 2018.

b)Effective as of August 14, 2018, the definition of “EBITDA” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory), (vi) non-cash exchange, translation, or performance losses relating to any hedging transactions or foreign currency fluctuations, (vii) so long as incurred on or prior to June 30, 2018, unusual, extraordinary or non-recurring cash charges, expenses or losses related to strategic initiatives, business optimization and restructurings in connection with Project Evolution, including, without limitation, severance costs, relocation costs (including the relocation of the Company’s corporate headquarters from the Torrance Facility), integration costs, opening, pre-opening, closing and transition costs for facilities and distribution centers, signing costs, retention or completion bonuses, restructuring charges, systems establishment costs, curtailments or modifications to pension and retirement benefit plans and contract termination costs in an aggregate amount not to exceed $30,000,000 during the term of this Agreement, (viii) solely to the extent incurred during the period of April 1, 2017, through September 30, 2018, integration and transaction costs associated with the Specified Acquisition made prior to the Second Amendment Effective Date in an aggregate amount not to exceed, for each of the fiscal quarters ending June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018, June 30, 2018, and September 30, 2018, the amount previously identified in respect of such fiscal quarter to the Administrative Agent in writing prior to the Second Amendment Effective Date, and (ix) other non-recurring, unusual or extraordinary cash charges, losses or expenses in an aggregate amount not to exceed, for any such period, 10% of EBITDA for such period (calculated prior to giving effect to this clause (ix)), minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period, (ii) any extraordinary gains and any non-cash items of income for such period and (iii) exchange, translation, or performance gains relating to any hedging transactions or foreign currency fluctuations, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

c)Effective as of August 14, 2018, the definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is hereby and restated in its entirety to read as follows:

“Fixed Charge Coverage Ratio” means, at any date for any period, the ratio of (a) EBITDA minus Unfinanced Capital Expenditures (other than Capital Expenditures (i) made prior to the First Amendment Effective Date in an aggregate amount not to exceed, for each of the fiscal quarters ending September 30, 2016, December 31, 2016, March 31, 2017, and June 30, 2017, the amount previously identified in respect of such fiscal quarter to the Administrative Agent in writing prior to the First Amendment Effective Date and (ii) made prior to the Second Amendment Effective Date in an aggregate amount not to exceed, for each of the fiscal quarters ending December 31, 2017, March 31, 2018, June 30, 2018, and September 30, 2018, the amount previously identified in respect of such fiscal quarter to the Administrative Agent in writing prior to the Second Amendment Effective Date), to (b) Fixed Charges, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

d)Effective as of August 14, 2018, the definition of “Reporting Trigger Period” in Section 1.01 of the Credit Agreement is hereby and restated in its entirety to read as follows:

“Reporting Trigger Period” means the period (a) commencing on any day that Availability is less than an amount equal to 16% of the aggregate Revolving Commitments (or $7,500,000, solely during the period commencing with the Second Amendment Effective Date through October 31, 2018), and (b) continuing until Availability has been greater than or equal to an amount equal to 16% of the aggregate Revolving Commitments at all times for 30 consecutive calendar days (or $7,500,000, solely during the period commencing with the Second Amendment Effective Date through October 31, 2018).

e)Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 6.12. Capital Expenditures. The Borrowers will not, nor will they permit any Subsidiary to, incur or make any Capital Expenditures in excess of $35,000,000, in the aggregate, during the fiscal year ending June 30, 2019.”

2.Effect of Amendment. For the avoidance of doubt, the parties hereto acknowledge and agree that the effect of the amendments set forth in Section 1 above is that Borrowers were in compliance with the financial covenant set forth in Section 6.13 of the Credit Agreement for the period ended March 31, 2018, and no Event of Default has occurred or existed through the Second Amendment Effective Date on account of (1) the financial covenant set forth in Section 6.13 for the period ended March 31, 2018 or (2) the requirement to deliver a weekly Borrowing Base Certificate pursuant to Section 5.01(g)(iii) of the Credit Agreement.

3.Conditions Precedent to Effectiveness of this Amendment. The following shall have occurred before this Amendment is effective:


a.	Amendment. Administrative Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties.

Representations and Warranties. After giving effect to this Amendment, the representations and warranties of Borrowers and the other Loan Parties set forth herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date hereof (other than any such representation or warranty set forth in any other Loan Document which by its terms is made as of a specified date, which representation or warranty shall be true and correct in all material respects only as of such specified date), provided that any such representation or warranty which is subject to any materiality qualifier shall be true and correct in all respects.


4.	Representations and Warranties. Each Borrower and each other Loan Party represents and warrants to Administrative Agent and the Lenders as follows:

Authority. Each Borrower and each other Loan Party has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution, delivery, and performance by each Borrower and each other Loan Party of this Amendment have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and except to the extent such contravention or restriction would reasonably be expected to result in a Material Adverse

Effect, do not contravene any law or any contractual restriction binding on such Borrower or such Loan Party.

Enforceability. This Amendment has been duly executed and delivered by each Borrower and each other Loan Party. This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid, and binding obligation of each Borrower and each other Loan Party, enforceable against each Borrower and each other Loan Party in accordance with its terms, and is in full force and effect, 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.

Representations and Warranties. After giving effect to this Amendment, the representations and warranties of Borrowers and the other 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 (other than any such representation or warranty which by its terms is made as of a specified date, which representation or warranty is true and correct in all material respects only as of such specified date), provided that any such representation or warranty which is subject to any materiality qualifier is true and correct in all respects.


d.	No Default. After giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default.

5.Choice of Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of California, but giving effect to federal laws applicable to national banks.

6.Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall constitute an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. Notwithstanding the foregoing, Borrowers and the other Loan Parties hereby agree to provide Administrative Agent with original counterparts of their respective signature pages hereto in a number sufficient for distribution of an original counterpart to each party hereto (or such lesser number as agreed to by Administrative Agent).


7.	Reference to and Effect on the Loan Documents.

Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.


b.	Except as specifically set forth in this Amendment, the Credit Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all

respects ratified and confirmed and shall constitute the legal, valid, binding, and enforceable obligations of Borrowers and the other Loan Parties to Administrative Agent and the Lenders without defense, offset, claim, or contribution.


c.	The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Administrative Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

8.Ratification. Each Borrower and each other Loan Party hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents effective as of the date hereof.

9.Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

10.Severability. In case any provision in this Amendment shall be invalid, illegal, or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11.Submission of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute a commitment by Administrative Agent or any Lender to waive any of their respective rights and remedies under the Loan Documents, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

BORROWERS:

FARMER BROS. CO.,

a Delaware corporation

By /s/ David Robson

Name: David Robson

Title: CFO

CHINA MIST BRANDS, INC.,

a Delaware corporation

By /s/ David Robson

Name: David Robson

Title: CFO

BOYD ASSETS CO.,

a Delaware corporation

By /s/ David Robson

Name: David Robson

Title: CFO

OTHER LOAN PARTIES:

COFFEE BEAN INTERNATIONAL, INC.,

an Oregon corporation

By /s/ David Robson

Name: David Robson

Title: CFO

FBC FINANCE COMPANY,

a California corporation

By /s/ David Robson

Name: David Robson

Title: CFO

[Second Amendment to Credit Agreement]

COFFEE BEAN HOLDING CO., INC.,

a Delaware corporation

By /s/ David Robson

Name: David Robson

Title: CFO

[Second Amendment to Credit Agreement]

ADMINISTRATIVE AGENT AND LENDERS:

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank, Swingline Lender and a Lender

By /s/ Kirk Wolverton

Name: Kirk Wolverton

Title: Authorized Officer

[Second Amendment to Credit Agreement]

SUNTRUST BANK,

as a Lender

By /s/ Dan Clubb

Name: Dan Clubb

Title: Director

[Second Amendment to Credit Agreement]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	6/30/19	10-K, DEF 14A
	10/31/18
	9/30/18	10-Q
Filed on:	9/13/18	8-K
	9/10/18	4
	8/14/18
For Period end:	6/30/18
	3/31/18	10-Q
	12/31/17	10-Q
	9/30/17	10-Q
	8/25/17	8-K
	6/30/17	10-K
	4/1/17
	3/31/17	10-Q
	12/31/16	10-Q
	9/30/16	10-Q
	3/2/15	8-K
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/11/20  Farmer Brothers Co.               10-K        6/30/20  140:24M

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Filing Submission 0000034563-18-000049 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Farmer Brothers Co – ‘10-K’ for 6/30/18 – ‘EX-10.6’

On: Thursday, 9/13/18, at 4:48pm ET · For: 6/30/18 · Accession #: 34563-18-49 · File #: 1-34249

Previous ‘10-K’: ‘10-K’ on 9/28/17 for 6/30/17 · Next: ‘10-K’ on 9/11/19 for 6/30/19 · Latest: ‘10-K/A’ on 10/27/23 for 6/30/23 · 1 Reference: By: Farmer Brothers Co. – ‘10-K’ on 9/11/20 for 6/30/20

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.6’ — Exhibit 10.6 Amendment to Bank Loan

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents