EX-10.3



 




Exhibit
10.3



GUARANTY

(All Debt)





	 	 	This Guaranty is executed and delivered at Columbus, Ohio, as
of December 19, 2007.






	1.	 	To induce NATIONAL CITY BANK, a national banking association (“Bank”), having a banking
office at 155 East Broad Street, Columbus, Ohio 43251, to extend or continue to extend credit
to BEF HOLDING CO., INC., a Delaware corporation (“Borrower”), the undersigned, BOB EVANS
FARMS, INC., a Delaware corporation (“Guarantor”), intending to be legally bound, hereby
unconditionally guarantees to Bank the prompt payment of each and every obligation of Borrower
to Bank when due, whether direct, indirect or contingent, now existing or hereafter created,
arising or acquired, and howsoever evidenced or secured, including but not limited to, payment
of all principal, interest and other sums due, whether by acceleration or otherwise, together
with all late charges, disbursements, expenses, and deficiencies (collectively the “Guaranteed
Debt”) together with the performance of Borrower’s obligations under any documents or
instruments executed in connection with or given to secure the Guaranteed Debt. Guarantor
also agrees to pay all expenses, legal and otherwise (including court costs and reasonable
attorney’s fees), paid or incurred by Bank in endeavoring to collect such Guaranteed Debt, or
any part thereof, and in enforcing this Guaranty. Anything herein to the contrary
notwithstanding, the total liability of Guarantor to Bank under this Guaranty shall not exceed
the principal sum of Fifty Million and 00/100 Dollars ($50,000,000.00), plus all interest
thereon and late charges applicable thereto plus all expenses, legal and otherwise
(including court costs and reasonable attorney’s fees), paid or incurred by Bank in
endeavoring to collect such Guaranteed Debt, or any part thereof, and in enforcing this
Guaranty.
	 
	2.	 	This is a continuing Guaranty and shall remain in full force and effect until revoked by
Guarantor in writing and a signed copy thereof is duly served upon Bank; provided, however,
that any such revocation shall not affect any outstanding obligation or liability hereunder
created or incurred prior to Bank’s receipt of such notice of revocation or which is
subsequently created or incurred pursuant to a binding commitment to lend in effect prior to
Bank’s receipt of such notice of revocation, or any unpaid portion thereof which may be
renewed or extended. This Guaranty shall be construed as an absolute and unconditional
guaranty of payment and not a guaranty of collection and Guarantor’s liability shall be
direct, immediate and not conditional or contingent upon the pursuit by Bank of any remedies
it may have or the requirement to resort first to the Borrower, any other guarantor of the
Guaranteed Debt, any collateral or security or any other remedy whatsoever. Guarantor shall
have no right of contribution, subrogation, reimbursement or indemnity whatsoever against or
from the Borrower or any other guarantor of the Guaranteed Debt, nor any right to recourse to
security for the Guaranteed Debt from the Borrower or any other entity or person who has
granted security for the Guaranteed Debt unless and until all of the Guaranteed Debt has been
paid in full. The obligations of Guarantor hereunder shall not be released, discharged or in
any way affected nor shall Guarantor have any rights against Bank by reason of: (a) the fact
that any collateral or security, securing the Guaranteed Debt or the obligations of Guarantor
hereunder, may be subject to equitable claims or defenses in favor of others or may be invalid
or defective in any way; (b) the failure to convey, perfect or create a valid lien in any such
collateral or security; (c) the invalidity or unenforceability for any reason of any part of
the Guaranteed Debt; (d) the change, loss, or deterioration in value of any collateral or of
the financial condition of the Borrower, whether due to incorrect estimates of such value or
financial condition, failure to protect or insure, or because of any other reason; (e) the
exchange, sale, release or surrender of any such collateral or security; (f) any defense based
upon suretyship or impairment of collateral; or (g) any other defense in law or equity to
which Guarantor or Borrower may be entitled. Bank may pursue all or any of its remedies at
one or at different times. Bank’s books and records showing the account between Bank and the
Borrower shall be admissible in any action or proceeding, shall be binding upon Guarantor for
the purpose of establishing the items therein set forth, and shall constitute prima facie
proof thereof.




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	3.	 	Guarantor hereby waives any notice of acceptance of this Guaranty, or any notice of the
incurring by the Borrower at any time of any obligation or liability covered hereunder.
Guarantor also waives any and all presentment, demand of payment, protest or notice of
protest, notice of dishonor, notice of nonpayment or other default with respect to any
obligation or liability covered hereunder, and all defenses in law or equity. Any and all
present and future debts and obligations of the Borrower to Guarantor are hereby postponed in
favor of and subordinated to the full payment and performance of all present and future
obligations and liabilities of the Borrower to Bank. Guarantor hereby grants to Bank full
power, in its absolute discretion and without notice to Guarantor, to: (a) modify, accelerate,
or otherwise change the terms of the Guaranteed Debt in accordance with its provisions; (b)
renew or extend the Guaranteed Debt at one or more times; (c) release, compromise, or settle
the Guaranteed Debt in settlement, liquidation, adjustment, bankruptcy proceedings or
otherwise as Bank deems advisable; (d) delay or forbear to act in respect to the Guaranteed
Debt or any collateral, or the enforcement thereof whether such delay or forbearance is
deliberate or by omission; (e) consent to the substitution, exchange or release of any
collateral or security for the Guaranteed Debt or forbear from calling for additional
security; or (f) take an additional guaranty or guaranties, or settle, compromise or release
one or more other guaranties. All sums at any time to the credit of Guarantor and any
property of Guarantor at any time in Bank’s possession may be held by Bank as security for all
obligations of Guarantor to Bank arising out of this Guaranty.
	 
	4.	 	If any payment received by Bank from the Borrower in respect of the Guaranteed Debt is
subsequently recovered from or repaid by Bank as the result of any bankruptcy, dissolution,
reorganization, arrangement or liquidation proceedings (or proceedings similar thereto),
Guarantor’s payment obligation hereunder shall continue to be effective as though such payment
had not been made. The provisions of this paragraph shall survive the termination of this
Guaranty.
	 
	5.	 	Guarantor hereby represents and warrants to Bank that the execution and delivery of this
Guaranty and the performance of all of Guarantor’s obligations hereunder does not violate any
law or regulation to which Guarantor is subject; that Guarantor’s execution of this Guaranty
is duly authorized; and that this Guaranty constitutes a valid, binding and legally
enforceable obligation of Guarantor subject only to laws relating to bankruptcy and creditor’s
rights generally. Guarantor further agrees to execute and deliver any and all other documents
and take any and all other steps or actions reasonably deemed necessary by Bank to effectuate
this Guaranty.
	 
	6.	 	Guarantor has established adequate means of obtaining, on a continuing basis, all facts
pertaining to the risks hereunder. Guarantor assumes the responsibility for being and keeping
informed of all facts pertaining to the risks hereunder, and Guarantor agrees that Bank shall
have no duty to disclose to Guarantor any such facts. Guarantor recognizes that Guarantor is
subject to risks under this Guaranty and that those risks may increase in the future due to
changing circumstances. To induce Bank to make the credit extensions to Borrower described in
this Guaranty, Guarantor hereby assumes all present and future risks hereunder.
	 
	7.	 	Guarantor will furnish to Bank, without expense to Bank and forthwith upon each request of
Bank made upon Guarantor therefor, such information in writing regarding Guarantor’s financial
condition, income taxes, properties, business operations, if any, and pension plans, if any,
prepared, in the case of financial information, in accordance with generally accepted
accounting principles consistently applied and otherwise in form and detail satisfactory to
Bank. Guarantor hereby authorizes Bank to share all credit and financial information relating
to Guarantor with Bank’s parent company, with any subsidiary or affiliate company of Bank or
of Bank’s parent company or with such other persons or entities as Bank shall deem advisable
for the conduct of its business.




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	8.	 	The obligations and liabilities hereunder shall be binding upon the heirs, executors,
administrators, successors, and assigns of the parties hereto. If there is more than one
guarantor of the Guaranteed Debt, the obligations of each guarantor shall be joint and several
with any other guarantor. This Agreement shall be governed by the law (excluding conflict of
laws rules) of the jurisdiction in which Bank’s banking office is located.
	 
	9.	 	This Guaranty contains the entire guaranty agreement between Guarantor and Bank with respect
to all indebtedness arising hereunder and may be in addition to other contracts of guaranty
executed by the undersigned in favor of Bank. The provisions of this Guaranty may be
modified, altered or amended only by written agreement signed by Guarantor and Bank.
	 
	10.	 	Any action, claim, counterclaim, crossclaim, proceeding, or suit arising under or in
connection with this Guaranty (each such action, claim, counterclaim, crossclaim, proceeding,
or suit, an “Action”) may be brought in any federal or state court located in the city in
which Bank’s banking office listed herein is located. Guarantor hereby unconditionally
submits to the jurisdiction of any such court with respect to each such Action and hereby
waives any objection Guarantor may now or hereafter have to the venue of any such Action
brought in any such court. GUARANTOR HEREBY, AND EACH HOLDER OF THE GUARANTEED DEBT OR ANY
PART THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL IN RESPECT OF ANY ACTION, CLAIM,
COUNTERCLAIM, CROSSCLAIM, PROCEEDING, OR SUIT AT ANY TIME ARISING UNDER OR IN CONNECTION WITH
THIS GUARANTY.
	 
	11.	 	Guarantor hereby authorizes any attorney-at-law on Guarantor’s behalf or on behalf of
Guarantor’s successors or survivors: to appear in an action on this Guaranty at any time after
the Guaranty becomes due in any court of record in Ohio or elsewhere; to waive the issuing and
service of process and to confess judgment in favor of the holder hereof for the amount due
plus interest and costs; and to release and waive all errors and appeals in the actions and
judgments. No judgment against Guarantor shall be a bar to a subsequent judgment or judgments
pursuant to this warrant of attorney against Guarantor.




WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BOB EVANS FARMS, INC.,	 	 
	 	 	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/
Laurie Calpin 

	 	 	 	By:	 	/s/ Tod P. Spornhauer	 	 
	 	 	 	 	 	 	 	 	 
	Witness

	 	 	 	 	 	Print:	 	Tod P. Spornhauer 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Print:

	 	Laurie Calpin 	 	 	 	Its:	 	Senior Vice President of Finance
and Controller
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Wesley
H. Allton	 	 	 	 	 	 	 	 
	Witness
	 	 	 	 	 	 	 	 	 	 
	Print:
	 	Wesley H. Allton 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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