Item 1.01. Entry into a Material Definitive Agreement.
On July 23, 2020, Farmer Bros. Co., a Delaware corporation (the "Company"),
amended both its Amended and Restated Credit Agreement dated as of November 6,
2018 (as amended to date, including pursuant to Amendment No. 3, the "Credit
Agreement") and its related Amended and Restated Pledge and Security Agreement
dated as of November 6, 2018, by entering into Amendment No. 3 to the Amended
and Restated Credit Agreement ("Amendment No. 3") with JPMorgan Chase Bank, N.A.
("Chase"), as Administrative Agent and lender, and the other lenders party
thereto.
The following summary description of Amendment No. 3 does not purport to be
complete and is subject to, and qualified in its entirety by reference to
Amendment No. 3, a copy of which is filed herewith as Exhibit 10.1 and Exhibit
10.2, collectively, and incorporated herein by reference.
Amendment No. 3, among other things:
(1)          retained the revolving commitments under the Credit Agreement of
             $125 million and the sublimit on letters of credit and swingline
             loans of $15 million each;


(2)          added a $5.0 million quarterly commitment reduction beginning
             September 30, 2021;


(3)          adjusted from cash flow-based to an asset-based lending structure
             with a borrowing base of 85% of eligible accounts receivable plus
             50% of eligible inventory with certain permitted maximum over
             advance amounts;


(4)          removed all previous financial covenants of net leverage ratio,
             interest coverage ratio and minimum EBITDA;


(5)          added a covenant relief period (fiscal month ending September 30,
             2021), during which the Company must comply with the following:


(i) a minimum cumulative EBITDA covenant, tested on a monthly basis until the
last day of June 2021;
(ii) a standalone minimum monthly EBITDA covenant tested on the last day of July
2021 and August 2021; and
(iii) a restriction on capital expenditures in excess of $25.0 million in
aggregate.
(6) added a minimum liquidity covenant, tested on a weekly basis;

(7) added an anti-cash hoarding provision;




(8)          added a minimum fixed charge coverage ratio of 1.05:1.00 commencing
             with fiscal quarter ending September 30, 2021, and tested on a
             quarterly basis thereafter;


(9)          modified the applicable margin for base rate loans to range from
             PRIME + 3.50% to PRIME + 4.50% per annum and the applicable margin
             for Eurodollar loans to range from Adjusted LIBO Rate + 4.50% to
             Adjusted LIBO Rate + 5.50% per annum;


(10)         provided for the revolving commitments to be reduced upon the
             occurrence of certain asset dispositions and incurrence
             non-permitted indebtedness and imposed additional restrictions on
             the Company's ability to utilize certain other negative covenant
             baskets; and


(11)         added a requirement to provide additional mortgages and related
             mortgage instruments with respect to certain specified real property
             owned by the Company.



Amendment No. 3 provides the Company increased flexibility to proactively manage
its liquidity and working capital, while maintaining compliance with its debt
financial covenants, and preserving financial liquidity to mitigate the impact
of the uncertain business environment resulting from the COVID-19 pandemic and
continue to execute on key strategic initiatives.
Chase and its affiliates have performed, and may in the future perform, for the
Company and its subsidiaries, various commercial banking services, for which
they have received, and will receive, customary fees and expenses.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is set forth in Item 1.01-Entry into
a Material Definitive Agreement above and incorporated herein by reference.

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Item 7.01. Regulation FD Disclosure.



On July 29, 2020, the Company issued a press release announcing entry into
Amendment No. 3 to the Credit Agreement and providing a business update. A copy
of the press release is being furnished as Exhibit 99.1 hereto.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing. In addition, the exhibit furnished herewith
contains statements intended as "forward-looking statements" that are subject to
the cautionary statements about forward-looking statements set forth in such
exhibit.
Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.                               Description
   10.1         Amendment No. 3 to Amended and Restated Credit Agreement, dated as
              of July 23, 2020, by and among Farmer Bros. Co., a Delaware
              corporation, the other loan parties named therein, the lenders named
              therein, and JPMorgan Chase Bank, N.A., as administrative agent.
   10.2         Amended and Restated Pledge and Security Agreement dated as of
              dated as of July 23, 2020, by and among Farmer Bros. Co., a Delaware
              corporation, the other loan parties named therein, the lenders named
              therein and JPMorgan Chase Bank, N.A., as administrative agent and
              lender.
   99.1         Press Release of Farmer Bros. Co. dated July 29, 2020.*
    104       Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document

________________

* Furnished, not filed, herewith

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