EX-99.1 2 ex991to13da610680015_030724.htm AMENDMENT TO LETTER AGREEMENT, DATED MARCH 6, 2024.

Exhibit 99.1

 

March 6, 2024

JCP Investment Partnership, LP

1177 West Loop South, Suite 1320

Houston, TX 77027

Attn:James C. Pappas
Email:jcp@jcpinv.com

 

22NW, LP

590 1st Ave. S, Unit C1

Seattle, WA 98104

Attn:Aron R. English
Email:english@englishcap.com

 

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attn:Ryan Nebel
Rebecca Van Derlaske
Email:rnebel@olshanlaw.com
rvanderlaske@olshanlaw.com

 

Re: Amendment to Letter Agreement

Dear Messrs. Pappas and English:

Reference is hereby made to the letter agreement (the “letter agreement”), dated November 7, 2023, by and among Farmer Bros. Co. (the “Company”), JCP Investment Partnership, LP (collectively with JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC and James C. Pappas, “JCP”), 22NW, LP (collectively with 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English, "22NW") and Bryson O. Hirai-Hadley. In accordance with Section 9 of the letter agreement, the parties to the letter agreement hereby modify the letter agreement by deleting Section 2(ii) thereof in its entirety. Other than as modified hereby, the letter agreement will continue in effect and terminate in accordance with its terms.

[Remainder of page intentionally left blank; signature pages follow.

 

 

IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.

  COMPANY:
   
  FARMER BROS. CO.
   
  By:

/s/ John E. Moore, III

    Name: John E. Moore, III
    Title: Chief Executive Officer

 

  Address for Notices to the Company:
   
  Farmer Bros. Co.
  1912 Farmer Brothers Drive
  Northlake, TX 76262
  Attn: General Counsel
  Email: LegalDepartment@farmerbros.com

 

Signature Page to Amendment to Letter Agreement

 

IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.

  JCP:
   
 

/s/ James C. Pappas

  James C. Pappas, individually and on behalf of JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC and JCP Investment Management, LLC, in his appropriate capacity for each entity

 

  Address for Notices to JCP:
   
  1177 West Loop South, Suite 1320
  Houston, TX 77027
  Attn: James C. Pappas
  Email: jcp@jcpinv.com

 

Signature Page to Amendment to Letter Agreement

 

IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.

  22NW:
   
 

/s/ Aron R. English

  Aron R. English, individually and on behalf of 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC and 22NW GP, Inc., in his appropriate capacity for each entity

 

  Address for Notices to 22NW:
   
  590 1st Ave. S, Unit C1
  Seattle, WA 98104
  Attn: Aron R. English
  Email: english@englishcap.com

 

Signature Page to Amendment to Letter Agreement

 

IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.

 

/s/ Bryson O. Hirai-Hadley

  Bryson O. Hirai-Hadley

 

Signature Page to Amendment to Letter Agreement