Exhibit 10.2
EXECUTION VERSION
AMENDMENT NO. 1 TO ASSET PURCHASE
AGREEMENT
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” )
.
RECITALS
A.
The parties hereto are parties to
that certain Asset Purchase Agreement dated December 2, 2008
(the “Asset Purchase Agreement” ) pursuant to
which Buyer has agreed to purchase from Seller and Saramar all of
the assets of the DSD Business (as defined in the Asset Purchase
Agreement).
B.
The parties wish to amend the Asset
Purchase Agreement as provided below.
Accordingly, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
All capitalized terms used and not
defined in this Amendment shall have the meanings ascribed to them
in the Asset Purchase Agreement.
2.
The Asset Purchase Agreement is
hereby amended as follows:
a.
Exhibit A
. Exhibit A of the Asset
Purchase Agreement is hereby deleted and a new Exhibit A,
appended hereto as Attachment A , is hereby substituted in
its place.
b.
Section 1.1(c)
. Section 1.1(c)
of the Asset Purchase Agreement is hereby amended by adding
the following new sentence at the end of Section 1.1(c)
:
“In addition, Seller makes no
representation or warranty regarding the accuracy of any other list
(whether written, electronic or in any other form) of the Brew
Equipment Inventory, whether dated prior to, on or after the date
hereof.”
c.
S ection 3.1 .
Section 3.1 of the Asset Purchase Agreement is hereby
deleted and the following is hereby substituted in its
place:
“ The Closing . Subject
to Article VII , the exchange of documents required to
consummate the transactions contemplated by this Agreement shall
take place at 5:00 p.m., central standard time, on Friday,
February 27, 2009, at the offices of Sonnenschein
Nath & Rosenthal LLP, located in Chicago, but consummation
of the transaction (the “Closing” ) shall be
effective as of 11:59 p.m., eastern standard time, on
Saturday, February 28, 2009 (the “Closing
Date” ) ; provided, however, that the cash portion
of the Closing Payment (determined pursuant to
Section 2.1 ) shall be tendered by Buyer to Seller by
wire tran
