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” ) .
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