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Farmer Brothers Co – ‘10-Q’ for 3/31/16 – ‘EX-10.36’

On:  Friday, 5/6/16, at 4:19pm ET   ·   For:  3/31/16   ·   Accession #:  34563-16-104   ·   File #:  1-34249

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

 5/06/16  Farmer Brothers Co                10-Q        3/31/16   91:10M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        10-Q Q3 Fiscal 2016                                 HTML    718K 
 2: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML    144K 
 4: EX-10.12    Material Contract                                   HTML     77K 
 5: EX-10.13    Material Contract                                   HTML     29K 
 6: EX-10.14    Material Contract                                   HTML     74K 
 7: EX-10.36    Material Contract                                   HTML     36K 
 8: EX-10.37    Material Contract                                   HTML     38K 
 9: EX-10.39    Material Contract                                   HTML     30K 
10: EX-10.40    Material Contract                                   HTML     38K 
11: EX-10.41    Material Contract                                   HTML    214K 
 3: EX-10.8     Material Contract                                   HTML    220K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
22: R1          Document and Entity Information                     HTML     45K 
23: R2          Consolidated Balance Sheets                         HTML    146K 
24: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
25: R4          Consolidated Statements of Operations               HTML     86K 
26: R5          Consolidated Statements of Comprehensive Income     HTML     41K 
27: R6          Consolidated Statements of Cash Flows               HTML    141K 
28: R7          Summary of Significant Accounting Policies          HTML     95K 
29: R8          Corporate Relocation Plan                           HTML     73K 
30: R9          Facility Lease Obligation                           HTML     47K 
31: R10         Sale of Spice Assets                                HTML     35K 
32: R11         Asset Held For Sale (Notes)                         HTML     28K 
33: R12         Derivative Financial Instruments                    HTML    145K 
34: R13         Investments                                         HTML     46K 
35: R14         Fair Value Measurements                             HTML     89K 
36: R15         Accounts and Notes Receivable, Net                  HTML     39K 
37: R16         Inventories                                         HTML     52K 
38: R17         Employee Benefit Plans                              HTML    101K 
39: R18         Bank Loan                                           HTML     38K 
40: R19         Other Long-Term Liabilities                         HTML     36K 
41: R20         Share-based Compensation                            HTML    133K 
42: R21         Income Taxes                                        HTML     34K 
43: R22         Net Income (Loss) Per Common Share                  HTML     63K 
44: R23         Commitments and Contingencies                       HTML    101K 
45: R24         Summary of Significant Accounting Policies          HTML    139K 
                (Policies)                                                       
46: R25         Corporate Relocation Plan (Tables)                  HTML     62K 
47: R26         Derivative Financial Instruments (Tables)           HTML    139K 
48: R27         Investments (Tables)                                HTML     45K 
49: R28         Fair Value Measurements (Tables)                    HTML     81K 
50: R29         Accounts and Notes Receivable, Net (Tables)         HTML     38K 
51: R30         Inventories (Tables)                                HTML     46K 
52: R31         Employee Benefit Plans (Tables)                     HTML     87K 
53: R32         Other Long-Term Liabilities (Tables)                HTML     35K 
54: R33         Share-based Compensation (Tables)                   HTML    121K 
55: R34         Net Income (Loss) Per Common Share (Tables)         HTML     62K 
56: R35         Commitments and Contingencies Commitments and       HTML     96K 
                Contingencies (Tables)                                           
57: R36         Summary of Significant Accounting Policies -        HTML     71K 
                Narrative (Details)                                              
58: R37         Summary of Significant Accounting Policies -        HTML     31K 
                Earnings Per Share (Details)                                     
59: R38         Summary of Significant Accounting Policies - Self   HTML     42K 
                Insurance (Details)                                              
60: R39         Corporate Relocation Plan (Details)                 HTML     82K 
61: R40         Facility Lease Obligation (Details)                 HTML     96K 
62: R41         Sale of Spice Assets (Details)                      HTML     40K 
63: R42         Asset Held For Sale (Details)                       HTML     33K 
64: R43         Derivative Financial Instruments - Narrative        HTML     61K 
                (Details)                                                        
65: R44         Derivative Financial Instruments - Schedule of      HTML     30K 
                Notional Amounts of Outstanding Derivative                       
                Positions (Details)                                              
66: R45         Derivative Financial Instruments - Fair Value of    HTML     48K 
                Derivative Instruments on the Consolidated Balance               
                Sheets (Details)                                                 
67: R46         Derivative Financial Instruments - Pretax Effect    HTML     36K 
                of Derivative Instruments on Earnings and OCI                    
                (Details)                                                        
68: R47         Derivative Financial Instruments - Net Realized     HTML     43K 
                and Unrealized Gains and Losses Recorded in                      
                "Other, net" (Details)                                           
69: R48         Derivative Financial Instruments - Schedule of      HTML     58K 
                Offsetting Derivative Assets and Liabilities                     
                (Details)                                                        
70: R49         Investments - Gross Unrealized Losses (Details)     HTML     33K 
71: R50         Fair Value Measurements - Assets and Liabilities    HTML     54K 
                Measured and Recorded at Fair Value on a Recurring               
                Basis (Details)                                                  
72: R51         Accounts and Notes Receivable, Net - Schedule of    HTML     42K 
                Accounts Receivable (Details)                                    
73: R52         Inventories - Schedule of Inventory (Details)       HTML     40K 
74: R53         Inventories - Narrative (Details)                   HTML     27K 
75: R54         Employee Benefit Plans - Narrative (Details)        HTML     74K 
76: R55         Employee Benefit Plans - Components of Net          HTML     59K 
                Periodic Benefit Cost and Amounts Recognized in                  
                Other Comprehensive Income (Details)                             
77: R56         Employee Benefit Plans - Defined Contribution       HTML     40K 
                Plans (Details)                                                  
78: R57         Bank Loan (Details)                                 HTML    151K 
79: R58         Bank Loan Swingline Loans (Details)                 HTML     29K 
80: R59         Other Long-Term Liabilities (Details)               HTML     35K 
81: R60         Share-based Compensation - Narrative (Details)      HTML     85K 
82: R61         Share-based Compensation - Weighted Average         HTML     49K 
                Assumptions Used (Details)                                       
83: R62         Share-based Compensation - Stock Option Activity    HTML    169K 
                (Details)                                                        
84: R63         Share-based Compensation - Restricted Stock         HTML     94K 
                Activity (Details)                                               
85: R64         Income Taxes - Narrative (Details)                  HTML     36K 
86: R65         Net Income (Loss) Per Common Share (Details)        HTML     54K 
87: R66         Commitments and Contingencies - Narrative           HTML     50K 
                (Details)                                                        
88: R67         Commitments and Contingencies Contractual           HTML    150K 
                obligations (Details)                                            
90: XML         IDEA XML File -- Filing Summary                      XML    147K 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX    105K 
16: EX-101.INS  XBRL Instance -- farm-20160331                       XML   2.40M 
18: EX-101.CAL  XBRL Calculations -- farm-20160331_cal               XML    252K 
19: EX-101.DEF  XBRL Definitions -- farm-20160331_def                XML    899K 
20: EX-101.LAB  XBRL Labels -- farm-20160331_lab                     XML   1.99M 
21: EX-101.PRE  XBRL Presentations -- farm-20160331_pre              XML   1.20M 
17: EX-101.SCH  XBRL Schema -- farm-20160331                         XSD    194K 
91: ZIP         XBRL Zipped Folder -- 0000034563-16-000104-xbrl      Zip    281K 


‘EX-10.36’   —   Material Contract


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



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  Exhibit  



Exhibit 10.36
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT, dated as of December 29, 2015 (this “Amendment”), is made by and between WF-FB NLTX, LLC, a Delaware limited liability company (“Landlord”), and FARMER BROS. CO., a Delaware corporation, (“Tenant”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings assigned to such term as in the Lease (as defined below).
WHEREAS, Landlord and Tenant are the current parties to that certain Lease Agreement dated as of July 17, 2015 (as amended, supplemented or otherwise modified, the “Lease”).
WHEREAS, Landlord and Tenant desire to amend Exhibit D to the Lease to extend the date for delivery and approval of: i) the Construction Contracts, ii) the Plans and Specifications, iii) the Final Budget, and iv) the Estimated Completion Date.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby covenant and agree as follows:    
1.Section 2(a) of Exhibit D to the Lease is hereby amended and restated in its entirety as follows:
“a.     On or before the Effective Date, Tenant has submitted to Landlord true, correct and complete copies of the preliminary design drawings and specifications described in Schedule 1-A attached hereto (the “Preliminary Plans”) and the Preliminary Budget attached hereto as Schedule 1-B, each of which have been reviewed and approved by Landlord. On or before February 28, 2016 Tenant shall have submitted to Landlord, and Landlord shall have approved (which approval shall not be unreasonably withheld, conditioned or delayed), (i) the Construction Contracts, (ii) the final construction drawings and plans and specifications, based on the Preliminary Plans, for the to-be-developed Construction Project as provided in the Construction Contracts (the “Plans and Specifications”); (iii) the Final Budget, (which must be based on the Preliminary Budget and may not exceed the total amount of Construction Costs outlined in the Preliminary Budget), and (iv) the estimated date of Substantial Completion of the Construction Project (the “Estimated Completion Date”), which Estimated Completion Date may not be later than December 31, 2016. If Tenant elects in its sole and absolute discretion to acquire any payment and performance bonds securing any of the Construction Contracts, Tenant shall name Landlord as a dual obligee thereunder.”
2.No Other Amendment. Except as amended by the foregoing, the Lease remains in full force and effect. Nothing in this Amendment shall be construed as altering the definition of “Scheduled Completion Date” in Exhibit D to the Lease. This Amendment shall, upon its execution and delivery, constitute a part of the Lease.
3.Conditions. This Amendment shall not be effective until Landlord shall have received counterparts of this Amendment duly executed by Tenant.
4.Estoppel; Representations and Warranties. Landlord and Tenant make the following representations and warranties, which representations and warranties shall survive the execution and delivery hereof:
a.
The Lease remains in full force and effect;
b.
The Lease and this Amendment have been duly authorized, executed and delivered by Landlord and Tenant, constitute legal, valid and binding obligations of Landlord and Tenant, and do not violate any provisions of any agreement or judicial order to which Landlord or Tenant is a party or to which it is subject.

1




5.Governing Law. This Amendment shall be governed by, and construed in accordance with the same laws governing the Lease.
6.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by fax or electronic mail shall be effective as delivery of an original executed counterpart of this Amendment.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


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LEGAL02/36078923v2



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
                        
LANDLORD:

WF-FB NLTX, LLC,
a Delaware limited liability company


By:    /s/ John D. Altmeyer______
Name:    John D. Altmeyer
Title:    Manager







































First Amendment to Lease



TENANT:

FARMER BROS. CO.,
a Delaware corporation


By: /s/ Barry C. Fischetto__________________________
Name:__BARRY C. FISCHETTO_____________________
Title: _SVP Operations, Farmer Brothers_______________


First Amendment to Lease

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/31/1610-Q
Filed on:5/6/16
For Period end:3/31/16
2/28/16
12/29/15
7/17/158-K
 List all Filings 


6 Subsequent Filings that Reference this Filing

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

10/27/23  Farmer Brothers Co.               10-K/A      6/30/23   14:1.4M                                   Toppan Merrill/FA
 9/12/23  Farmer Brothers Co.               10-K        6/30/23  129:14M
10/27/22  Farmer Brothers Co.               10-K/A      6/30/22   14:1.4M                                   Broadridge Fin’l So… Inc
 9/02/22  Farmer Brothers Co.               10-K        6/30/22  126:15M
 9/10/21  Farmer Brothers Co.               10-K        6/30/21  124:15M
 9/11/20  Farmer Brothers Co.               10-K        6/30/20  140:24M
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Filing Submission 0000034563-16-000104   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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