Third Amendment to Amended and Restated Credit Agreement



 Exhibit 4.1 

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

1. THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 21, 2015 (the
“Effective Date”) and is made by and among BOB EVANS FARMS, LLC, an Ohio limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders (as defined in the Credit Agreement, defined herein), and
PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (the “Administrative Agent”). 

WITNESSETH: 
 2. WHEREAS,
the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of January 2, 2014, as amended by the First Amendment to Amended and Restated Credit Agreement
dated as of July 23, 2014 and Second Amendment to Amended and Restated Credit Agreement dated as of April 24, 2015 (as further amended, restated, modified or supplemented from time to time, the “Credit Agreement”); 

3. WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent wish to amend the Credit Agreement, as hereinafter
provided, among other things, to reduce the aggregate Revolving Credit Commitments of the Lenders to $650,000,000. 
 4. NOW, THEREFORE, the
parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows: 

Recitals. The foregoing recitals are incorporated herein by reference. 

Defined Terms. All terms used in this Amendment and not otherwise defined herein shall have the meaning given to them in the Credit
Agreement, as amended hereby. 
 Amendments to Credit Agreement. 

Restated Definitions. The definitions of “Consolidated EBITDA” and “Leverage Ratio” in
Section 1.1 [Definitions] of the Credit Agreement are hereby amended and restated in their entirety as follows: 

Consolidated EBITDA shall mean, as of the end of any fiscal quarter (i) the sum of net income, depreciation,
amortization, all adjustments deducted in determining net income and reflected in the GAAP to Non-GAAP Reconciliation of Operating Income disclosed in the Parent’s earnings releases for such periods (provided cash charges shall not exceed
$10,000,000 in any trailing twelve month period), other non-cash charges to net income, interest expense, income and franchise (or similar) Tax expense, minus (ii) non-cash credits to net income, in each case of the Parent and its Subsidiaries
determined and consolidated in 







 
accordance with GAAP for the four (4) fiscal quarters then ending; provided, that notwithstanding any provision in the foregoing definition, all non-cash charges (with no dollar limitation )
to net income will be added back to net income when accrued, regardless of whether any such non-cash charge is expected to result in any future cash payment but, to the extent any such non-cash charge determined pursuant to the foregoing definition
results in any future cash payment (a) in excess of an aggregate amount of $10,000,000 in any trailing twelve (12) month period (excluding any payment relating to the Wage and Labor Dispute) or (b) in the case of the Wage and Labor
Dispute in excess of an aggregate amount of $16,500,000, Consolidated EBITDA will be reduced by the amount of such excess at such future time. 

Leverage Ratio shall mean, as of the end of any fiscal quarter, the ratio of (A) the sum of (i) consolidated
Indebtedness on such date and (ii) six hundred percent (600%) of Rental Expense for the four (4) fiscal quarters than ending, in each case of the Parent and its Subsidiaries, determined and consolidated in accordance with GAAP, to
(B) the sum of (i) Consolidated EBITDA and (ii) Rental Expense for the four (4) fiscal quarters then ending. 

New Definitions. Section 1.1 [Definitions] of the Credit Agreement is hereby amended to insert the following new
definitions, in alphabetical order: 
 Rental Expense shall mean the rental expense of the Parent and its Subsidiaries
relating to real property, determined and consolidated in accordance with GAAP, but expressly excluding contingent rent, percentage or performance-based rent and non-cash rent expense, if any. 

Wage and Labor Dispute shall mean those matters raised and subject to the settlement involving the Thorn v. Bob Evans
Farms, Inc., Civil Action 2:12-cv-768 (S.D. Ohio) (“Snodgrass Litigation”), Utterback v. Bob Evans Farms, Case No. CV14826909 (Court of Common Pleas of Cuyahoga County, Ohio), Mackin v. Bob Evans Farms, Case
No. 2:14-cv-450 (S.D. Ohio) lawsuits; whereby the claims of assistant managers employed by Bob Evans Farms LLC (dba Bob Evans Restaurants) are resolved except individuals formerly employed in the assistant manager position who had received
notice of the Snodgrass Litigation and chose not to opt into that lawsuit. 
 Clause (vii) of Section 8.2.1
[Indebtedness] of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 5. (vii)
Indebtedness of the Parent or any of its Subsidiaries incurred in connection with Sale and Leaseback Transactions of assets with a value not in excess of $300,000,000 in the aggregate; 

  
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 Clause (v) of Section 8.2.5 [Restricted Payments] of the Credit
Agreement is hereby deleted in its entirety and replaced with the following: 
 6. (v) so long as no Potential Default or
Event of Default has occurred and is continuing, the Parent may (i) repurchase fractional shares of common stock of the Parent and (ii) repurchase shares of common stock of the Parent for cash, so long as the Parent would be in pro forma
compliance, and shall demonstrate such pro forma compliance, with the financial covenants set forth in Section 8.2.15 [Financial Covenants] after giving effect thereto and, in addition, for any share repurchases completed prior to
January 27, 2017, the Parent must demonstrate that on a pro forma basis after giving effect to such repurchase, the Leverage Ratio does not exceed 4.00 to 1.00. 

Section 8.2.14 [Sale and Leaseback Transactions] of the Credit Agreement is hereby deleted in its entirety and replaced
with the following: 
 7. 8.2.14 Sale and Leaseback Transactions. The Loan Parties shall not, and shall not permit any
Subsidiary of any Loan Party to, enter into any one or more Sale and Leaseback Transactions of assets with a value in excess of $300,000,000 in the aggregate. 

Section 9.1.7 [Loan Document Unenforceable] of the Loan Agreement is hereby amended by inserting “by a Loan
Party” immediately following the words “shall in any way be challenged or contested.” 
 Schedule
1.1(B) [Commitments of Lenders and Addresses for Notices] to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto. 

Exhibit 8.3.3 [Quarterly Compliance Certificate] to the Credit Agreement is hereby amended and restated in its
entirety in the form attached hereto. 
 Conditions Precedent. The effectiveness of this Amendment is subject to the receipt by the
Administrative Agent on behalf of the Lenders of the following, in form and substance satisfactory to the Administrative Agent on or before the Execution Date (as herein defined); provided, that, subject to the foregoing, this Amendment shall
be effective as of the Effective Date set forth above. 
 Counterparts. The Administrative Agent shall have received
from the Borrower, the Guarantors and the Required Lenders an executed counterpart original of this Amendment. 
 Legal
Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Administrative Agent. 

Payment of Fees. 

The Borrower unconditionally agrees to pay to (A) the Administrative Agent, for the benefit of the Lenders which have
executed and delivered this Amendment to the Administrative Agent on or before 5:00 pm (Pittsburgh, PA time) on October 20, 2015 (the “Execution Date”) in accordance with their Ratable Shares, an amendment fee in the amount of
10.0 basis points of each such Lender’s Revolving Credit Commitment as in 

  
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effect on the Execution Date and (B) PNC Capital Markets LLC the structuring and arrangement fee set forth in the Engagement and Fee Letter dated September 17, 2015 among PNC Capital
Markets LLC, the Administrative Agent and the Borrower. 
 The Borrower unconditionally agrees to pay and reimburse the
Administrative Agent and hold the Administrative Agent harmless against liability for the payment of all reasonable out-of-pocket costs, expenses and disbursements, including, without limitation, reasonable expenses of counsel, incurred by the
Administrative Agent in connection with the development, preparation and execution of this Amendment and all other documents or instruments to be delivered in connection herewith. 

Representations and Warranties of the Loan Parties. Each Loan Party covenants and agrees with and represents and warrants to the
Administrative Agent and the Lenders as follows: 
 such Loan Party possesses all of the powers requisite for it to enter
into and carry out the transactions of such Loan Party referred to herein and to execute, enter into and perform the terms and conditions of this Amendment and any other documents contemplated herein that are to be performed by such Loan Party; and
that any and all actions required or necessary pursuant to such Loan Party’s organizational documents or otherwise have been taken to authorize the due execution, delivery and performance by such Loan Party of the terms and conditions of this
Amendment and said other documents, and that such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable Law or any agreement, instrument, order, writ, judgment, injunction or
decree to which such Loan Party is a party or by which such Loan Party or any of its properties are bound, and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into,
delivery and performance by such Loan Party of the terms and conditions of this Amendment, the said other documents and the transactions contemplated hereby have been obtained by such Loan Party and are in full force and effect; 

this Amendment and any other documents contemplated herein constitute the valid and legally binding obligations of such Loan
Party, enforceable against such Loan Party in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles,
whether enforcement is sought by proceedings at law or in equity; 
 all representations and warranties made by such Loan
Party in the Loan Documents are true and correct in all respects as of the date hereof (except to the extent any representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been
true and correct on such earlier date), with the same force and effect as if all such representations and warranties were fully set forth herein and made as of the date hereof and such Loan Party has complied with all covenants and undertakings in
the Loan Documents; and 
 (i) no Event of Default has occurred and is continuing under the Loan Documents; and (ii) and
there exist no defenses, offsets, counterclaims or other claims with respect to the obligations and liabilities of such Loan Party under the Credit Agreement or any of the other Loan Documents. 

  
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 Reaffirmation; References to Credit Agreement. Each Loan Party reconfirms, restates and
ratifies the Credit Agreement, the Guaranty Agreement and all other Loan Documents executed by such Loan Party in connection therewith, except to the extent the Credit Agreement, the Guaranty Agreement and any such Loan Document are expressly
modified by this Amendment, and the Loan Parties confirm that the Credit Agreement, the Guaranty Agreement and all other Loan Documents have remained in full force and effect since the date of their execution. The parties hereby agree the execution
and delivery of this Amendment is not intended to and shall not cause or result in a novation with regard to the existing indebtedness of the Borrower to the Administrative Agent or any Lender, which indebtedness shall continue without interruption
and has not been discharged. 
 Successors and Assigns. This Amendment shall apply to and be binding upon, and shall inure to the
benefit of, each of the other parties hereto and their respective successors and assigns permitted under the Credit Agreement. Nothing expressed or referred to in this Amendment is intended or shall be construed to give any person or entity other
than the parties hereto a legal or equitable right, remedy or claim under or with respect to this Amendment or any Loan Documents, it being the intention of the parties hereto that this Amendment and all of its provisions and conditions are for the
sole and exclusive benefit of the parties hereto. 
 Severability. If any one or more of the provisions contained in this Amendment
or the Loan Documents shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Amendment or the Loan Documents shall not in any way be affected or
impaired thereby, and this Amendment shall otherwise remain in full force and effect. 
 Governing Law. This Amendment shall be
deemed to be a contract under the Laws of the State of Ohio and shall, for all purposes be governed by and construed in accordance with the Laws of the State of Ohio. 

Counterparts; Facsimile or Electronic Signatures. This Amendment may be executed in any number of counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Delivery of executed signature pages hereof by facsimile or other electronic method of transmission (such as “pdf”) from one
party to another shall constitute effective and binding execution and delivery thereof by such party. Any party that delivers its original counterpart signature to this Amendment by facsimile or other electronic method of transmission hereby
covenants to personally deliver its original counterpart signature promptly thereafter to the Administrative Agent. 
 [SIGNATURE PAGES
FOLLOW] 

  
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 [SIGNATURE PAGE TO THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] 

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Third Amendment to Amended and
Restated Credit Agreement as of the day and year first above written. 
  

					
	BOB EVANS FARMS, LLC, an Ohio limited liability company
			
	By:	 	 /s/ Mark E Hood
	 	.
		 	Mark E. Hood, Chief Financial Officer	 	
	
	GUARANTORS:
	
	BOB EVANS FARMS, INC., a Delaware corporation
			
	By:	 	 /s/ Mark E Hood
	 	.
		 	Mark E. Hood	 	
		 	Chief Administrative Officer and Chief Financial Officer	 	
	
	BEF FOODS, INC., an Ohio corporation
			
	By:	 	 /s/ Mark E Hood
	 	.
		 	Mark E. Hood, Chief Financial Officer	 	









 [SIGNATURE PAGE TO THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT] 

 

			
	PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
		
	By:	 	 /s/ George M. Gevas

	Name: George M. Gevas
	Title:   Senior Vice President
	
	BANK OF AMERICA N.A.
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  

	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  

	
	FIFTH THIRD BANK
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  










 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  

	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  

	
	THE HUNTINGTON NATIONAL BANK
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  

	
	THE OHIO VALLEY BANK COMPANY
		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  










 SCHEDULE 1.1(B) 

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 

Part 1 - Commitments of Lenders and Addresses for Notices to Lenders 
  

									
	Lender	  	Amount of Commitment
for Revolving Credit
Loans	 	  	Ratable Share	 
	 PNC Bank, National Association

155 East Broad Street

Columbus, OH 43215

Attention: George M. Gevas

Telephone: (614) 463-7346

Telecopy: (614) 463-7346

Email: george.gevas@pnc.com
	  	$	130,000,000.00	  	  	 	20.000000000	% 
			
	 Bank of America N.A.

10 W Broad Street

Suite 2250

Columbus, OH 43215

Attention: Maria Mendes, Vice President

Telephone: (614) 225-1660

Telecopy: (614) 225-1631

Email: maria.mendes@baml.com
	  	$	99,666,666.67	  	  	 	15.333333333	% 
			
	 JPMorgan Chase Bank, N.A.

100 E. Broad Street, 10th Floor

OH1-0170

Columbus, OH 43215

Attention: Cris S. Gossard, Vice President

Telephone: (614) 248-5554

Telecopy: (614) 248-5518

Email: cris.s.gossard@chase.com
	  	$	99,666,666.67	  	  	 	15.333333333	% 
			
	 Wells Fargo Bank, National Association

101 Federal Street

Boston, MA 02110

Attention: Meghan Hinds, Managing Director

Telephone: (617) 574-6337

Email: meghan.hinds@wellsfargo.com
	  	$	99,666,666.67	  	  	 	15.333333333	% 
			
	 Fifth Third Bank

38 Fountain Square Plaza

MD# 109055

Cincinnati, OH 45263

Attention: Michael Schaltz

Telephone: (513) 534-5832

Telecopy: (513) 534-5947

Email: michael.schaltz@53.com
	  	$	62,400,000.00	  	  	 	9.600000000	% 









									
	Lender	  	Amount of Commitment
for Revolving Credit
Loans	 	  	Ratable Share	 
	 U.S. Bank National Association

950 17th St,
7th Floor
 DN-CO-T7CS

Denver, CO 80202

Attention: Tuyet Nguyen - Food Industries

Telephone: (303) 585-4941

Telecopy: (303) 585-4732

Email: tuyet.nguyen@usbank.com
	  	$	62,400,000.00	  	  	 	9.600000000	% 
			
	 KeyBank National Association

127 Public Square, OH-01-27-0621

Cleveland, OH 44114

Attention: Marianne Meil, Portfolio Manager

Telephone: (216) 689-3549

Telecopy: (216) 689-4981

Email: Marianne.Meil@Key.com
	  	$	43,333,333.33	  	  	 	6.666666667	% 
			
	 The Huntington National Bank

41 South High Street

Columbus, OH 43215

Attention: Amanda Sigg, Vice President

Telephone: (614) 480-4767

Telecopy: (877) 274-8593

Email: Amanda.sigg@huntington.com
	  	$	43,333,333.33	  	  	 	6.666666667	% 
			
	 The Ohio Valley Bank Company

420 Third Avenue (PO Box 240)

Gallipolis, OH 45631

Attention: Corporate Banking

Telephone: (740) 446-2631

Telecopy: (740) 446-9076

Katrinka V. Hart, Executive Vice President

Email: kvhart@ovbc.com

John A. Anderson, Assistant Vice President

Email: jaanderson@ovbc.com
	  	$	9,533,333.33	  	  	 	1.466666667	% 
			
	 Total
	  	$	650,000,000.00	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 








 SCHEDULE 1.1(B) 

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 

Part 2 - Addresses for Notices to Borrower and Guarantors: 

ADMINISTRATIVE AGENT 
 Name: PNC Bank, National Association

 Address: 155 East Broad Street 
 Columbus, OH 43215 

Attention: George M. Gevas 
 Telephone: (614) 463-7346 

Telecopy: (614) 463-7346 
 Email: george.gevas@pnc.com 

With a Copy To: 
  

			
	Agency Services, PNC Bank, National Association
	Mail Stop: P7-PFSC-04-I
	Address: 500 First Avenue
	Pittsburgh, PA 15219
	Attention:	  	Agency Services
	Telephone:	  	412 762 6442
	Telecopy:	  	412 762 8672

 BORROWER: 
 Name: Bob
Evans Farms, LLC, an Ohio limited liability company 
 Address: 8111 Smith’s Mill Road 

New Albany, OH 43054 
 Attention: T. Alan Ashworth 

Telephone: (614) 497-4302 
 Telecopy: (614) 409-2180

 Email: alan.ashworth@BobEvans.com 
 with a copy to: 

Name: Bob Evans Farms, LLC 
 Address: 8111 Smith’s Mill Road

 New Albany, OH 43054 
 Attention: Kevin C. O’Neil 

Telephone: (614) 492-7521 
 Telecopy: (614) 409-2450

 Email: Kevin.Oneil@BobEvans.com 







 GUARANTORS: 

Name: Bob Evans Farms, Inc., a Delaware corporation 
 Address:
8111 Smith’s Mill Road 
 New Albany, OH 43054 
 Attention:
T. Alan Ashworth 
 Telephone: (614) 497-4302 
 Telecopy:
(614) 409-2180 
 Email: alan.ashworth@BobEvans.com 
 with
a copy to: 
 Name: Bob Evans Farms, LLC 
 Address: 8111
Smith’s Mill Road 
 New Albany, OH 43054 
 Attention:
Kevin C. O’Neil 
 Telephone: (614) 492-7521 

Telecopy: (614) 409-2450 
 Email: Kevin.Oneil@BobEvans.com

 Name: BEF Foods, Inc., an Ohio corporation 
 Address: 8111
Smith’s Mill Road 
 New Albany, OH 43054 
 Attention: T.
Alan Ashworth 
 Telephone: (614) 497-4302 
 Telecopy:
(614) 409-2180 
 Email: alan.ashworth@BobEvans.com 
 with
a copy to: 
 Name: BEF Foods, Inc. 
 c/o Bob Evans Farms, LLC

 Address: 8111 Smith’s Mill Road 
 New Albany, OH 43054

 Attention: Kevin C. O’Neil 
 Telephone:
(614) 492-7521 
 Telecopy: (614) 409-2450 
 Email:
Kevin.Oneil@BobEvans.com