ESOP LOAN AGREEMENT

Exhibit 10.13

ESOP LOAN AGREEMENT

This Loan Agreement (the “Agreement”) dated March 28, 2000 is entered into by and between FARMER BROS. CO., a California corporation (“Lender”), and WELLS FARGO BANK, N.A., (the “Trustee”) as trustee for the FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP PLAN (the “Borrower” or the “ESOP”).

RECITALS

The Lender has adopted an employee stock ownership plan to purchase and hold FARMER BROS. CO. stock on behalf of the eligible employees of Lender. The ESOP is intended to qualify as an employee stock ownership plan under section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The ESOP provides that the ESOP may obtain loans to purchase shares of Lender’s stock. It is intended that loans made under this Agreement shall qualify for an exemption under Section 4975(d) of the Code from being a prohibited transaction under Section 4975(c) of the Code.

The Lender is willing to lend and Borrower is willing to borrow up to $50,000,000 (the “Principal Amount”) in order to finance the Borrower’s purchases of up to 300,000 shares of FARMER BROS. CO. stock. The undersigned therefore agree to the following:

ARTICLE 1: The ESOP Loan:

ARTICLE 2: The Borrower Represents and Warrants as Follows:

ARTICLE 3: The Lender Represents and Warrants as Follows:

ARTICLE 4: Miscellaneous:

LENDER:

Treasurer’s Office

FARMER BROS. CO.

20333 South Normandie Avenue

Torrance, CA 90502

BORROWER:

Administrative Committee

Farmer Bros. Co. Employee Stock Ownership Plan

20333 South Normandie Avenue

Torrance, CA 90502

WITH A COPY TO TRUSTEE:

Wells Fargo Bank, N.A.

Institutional Trust, E2818-101

707 Wilshire Boulevard

Los Angeles, CA

IN WITNESS WHEREOF, the parties have executed this ESOP Loan Agreement as of the date first above written.

LENDER:

BORROWER:

Loan agreement 3/28/00

ESOP PLEDGE AGREEMENT

This ESOP Pledge Agreement (the “Pledge Agreement”) dated March 28, 2000 is entered into by and between FARMER BROS. CO., a California corporation (the “Lender”) and the FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP PLAN (the “Borrower” or the “ESOP”) and WELLS FARGO BANK, N.A. (the “Pledge Holder”).

In accordance with the terms and conditions of the ESOP Loan Agreement (the “Agreement”) and the Promissory Note (the ‘ “Note”) of even date herewith, the Borrower desires to purchase securities with the proceeds of loan advances from the Lender (the “Loan”). Under the Agreement, Borrower agrees to borrow and Lender agrees to lend up to $50,000,000 to purchase up to 300,000 shares of FARMER BROS. CO. common stock (“Shares”).

In consideration of Lender making loan advances to Borrower for purchase of Shares, and as security for the Note and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower hereby pledges and grants to Lender a first priority security interest in all Shares now or hereafter acquired by Borrower with Loan proceeds as continuing security for the full performance and payment of the Secured Obligation. Borrower transfers to the Lender all of Borrower’s right, title and interest in and to the pledged Shares, to be held in the physical possession of the Pledge Holder upon the terms and conditions set forth in this Agreement.

The Secured Obligation consists of payment of all of Borrower’s indebtedness to Lender Note and all renewals, extensions, modifications and notations thereof.

privilege with respect to the Shares allowed under Article 8 of the FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP PLAN (the “Plan Document”).

IN WITNESS WHEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written.

Loan agreement 3/28/00

PROMISSORY NOTE

For value received, the FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP PLAN (“Borrower”) promises to pay to the order of FARMER BROS. CO., a California corporation (“Lender”), at 20333 South Normandie Avenue, Torrance, California, or at such other place as the holder of this Note may designate, the principal sum of Fifty Million Dollars ($50,000,000.00) or such lesser amount as has been advanced by Lender as may be set forth on the attached schedule (the “Schedule”), with interest thereon as follows:

Each advance shall bear interest from the date made at the interest rate then applicable under this Note. The interest rate shall be an annual rate equal to 1.5% per annum over the “90-day Commercial Paper Rate” determined initially on the date of the first advance and thereafter adjusted quarterly on the first business day of each calendar quarter. The 90-day Commercial Paper Rate is the United States commercial paper rate for said number of days as last published in The Wall Street Journal as of the date of the first advance or as of an adjustment date, as applicable. Interest shall be computed and paid on the basis of a 360-day year for the actual number of days elapsed. Unpaid interest shall bear interest as principal. The initial advance is $13,287,304.90.

Principal is payable in annual installments on December 15 of each year beginning December 15, 2000 in an amount equal to the unpaid principal balance divided by the number of years remaining until maturity of this Note on December 15, 2015 when the entire unpaid principal balance shall be due and payable. Interest on unpaid principal shall be paid annually on December 15 concurrently with principal installments.

Payments shall be applied first to interest then accrued and the remainder to principal whereupon interest shall cease on principal so paid. Principal and interest shall be payable in lawful money of the United States of America.

This Note evidences the indebtedness incurred by the Borrower to the Lender under the ESOP Loan Agreement dated March 28, 2000 by and between the Borrower and the Lender (the “Agreement”) the terms of which are made a part hereof.

This Note may be prepaid in whole or in part at any time, without premium or penalty. Partial prepayments shall be applied in inverse order of maturity.

Except as otherwise provided in the Agreement, payments of principal and interest hereunder shall be made by the Borrower only from cash contributions (or contributions in the form of cancellation of indebtedness), from any earnings attributable to such contributions and from any cash dividends paid on the shares of FARMER BROS. CO. common stock purchased with the proceeds of the loan evidenced hereby. Lender’s recourse is limited as provided in Section 1.8 of the Agreement.

This Note is not subject to acceleration. In the event of default in payment of any installment of principal or interest due under this Note (which will not be deemed to have occurred if such default occurs as a result of a default by Lender under Section 1.8 of the Agreement), the liability of Borrower is limited to the amount of such installment.

This Note is collateralized by a pledge of stock under an ESOP Pledge Agreement of even date herewith.

This Note is governed by the laws of the State of California, except to the extent preempted by federal laws.

SCHEDULE TO PROMISSORY NOTE

Loan agreement 3/28/00