BOB EVANS FARMS, INC. (NASDAQ:BOBE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On April28, 2017, Bob Evans Farms, Inc., a Delaware corporation
(the Company), entered into a $300.0million Credit
Agreement (the Credit Agreement) among its wholly-owned
subsidiaries, BEF Foods, Inc., an Ohio corporation (the
Borrower), as borrower, Bob Evans Farms, LLC, an Ohio
limited liability company, Bob Evans Holding, Inc., an Ohio
corporation, BEF Management, Inc., an Ohio corporation, Bob Evans
Transportation Company, LLC, an Ohio limited liability company
(the Guarantors), and the Company, as guarantors; Bank of
America, N.A., as administrative agent, swingline lender and L/C
issuer; PNC Bank, National Association and JPMorgan Chase Bank,
N.A., as co-syndication agents; Merrill Lynch, Pierce, Fenner
Smith Incorporated, JPMorgan Chase Bank, N.A. and PNC Capital
Markets LLC, as joint lead arrangers and joint bookrunners; and
PNC Bank, National Association, JPMorgan Chase Bank, N.A., Bank
of America, N.A., Fifth Third Bank, and Wells Fargo Bank,
National Association, as lenders. All obligations under the
Credit Agreement are unconditionally guaranteed by the Company
and the Guarantors. The Credit Agreement is secured by a
first-priority security interest in certain property and assets
of the Company, the Borrower and the Guarantors, including
accounts receivable, inventory, equipment, intellectual property
and certain other assets, including stock pledges of certain
material direct subsidiaries. The Company and its subsidiaries
from time to time have had, and may continue to have, various
commercial, lending or other relationships with the lenders that
are parties to the Credit Agreement and the lenders respective
affiliates.

The Credit Agreement represents a syndicated secured revolving
credit facility under which up to $300.0million will be
available, with a letter of credit sub-facility of $20.0million,
and an accordion option to increase the revolving credit
commitment to $400.0million.

The primary purposes of the Credit Agreement are for stand-by
letters of credit in the ordinary course of business as well as
working capital, refinancing of existing indebtedness, capital
expenditures, acquisitions, stock repurchases, dividends,
including a one-time dividend to the Companys stockholders in an
aggregate amount not to exceed $200.0million, and other general
corporate purposes.

The Credit Agreement has a maturity date of April28, 2022.

Borrowings under the Credit Agreement bear interest, at Borrowers
option, at a rate based on the Eurodollar Rate or the Base Rate,
plus a margin based on the Consolidated Leverage Ratio, as
detailed in the Credit Agreement, ranging from 1.25% to 2.00%per
annum for Eurodollar Rate, and ranging from 0.25% to 1.00% per
annum for Base Rate. Base Rate means, for any day, a fluctuating
per annum rate of interest equal to the highest of (i)the Federal
Funds Rate, plus 0.5%, and (ii)Bank of America, N.A.s prime rate,
and (iii)the Eurodollar Rate, plus 1.0%. As of the date of this
Current Report on Form 8-K, the margin on LIBOR-based loans was
1.50%per annum and the margin on Base Rate-based loans was
0.50%per annum.

Commitment fees payable under the Credit Agreement are also based
on the Consolidated Leverage Ratio and range from 0.20%per annum
to 0.30%per annum of the average unused portion of the total
lender commitments then in effect. As of the date of this Current
Report on Form 8-K, the commitment fee is to accrue at a rate of
0.20%per annum.

Bank of America, N.A. has also agreed to make discretionary
Swingline Loans (as defined in the Credit Agreement) to the
Borrower in an aggregate principal amount at any time outstanding
that

will not result in (a)the aggregate principal amount of
outstanding Swingline Loans exceeding $25.0million; or (b)the sum
of various other credit exposures under the Credit Agreement
exceeding certain specified levels.

The terms of the Credit Agreement provide for customary
representations and warranties and affirmative covenants. The
Credit Agreement also contains negative covenants usual and
customary for a transaction of this nature, including the
following limitations on and containing customary covenants with
restrictions on: liens; restricted payments (provided there will
be no limit on dividends or stock repurchases so long as no event
of default or potential event of default exists before or after
giving effect to such dividend or stock repurchase, including pro
forma compliance with the Consolidated Interest Coverage Ratio
and Consolidated Leverage Ratio); additional indebtedness
(permitting note issuances not to exceed $200.0 million) and
guaranties; additional investments and loans; fundamental
changes; dispositions; affiliate transactions; burdensome
agreements; prepayment of junior debt; change in business; and
change in fiscal year, among others.

The terms of the Credit Agreement provide the following financial
covenants:

The terms of the Credit Agreement include customary events of
default such as payment defaults, cross-defaults to other
material indebtedness, undischarged material judgments,
bankruptcy and insolvency, the occurrence of a defined change in
control, or the failure to observe the negative covenants and
other covenants related to the operation and conduct of the
business of the Company and its subsidiaries. Upon an event of
default, the Lenders will not be obligated to make loans or other
extensions of credit and may, among other things, terminate their
commitments to the Borrower and declare any then outstanding
loans due and payable immediately.

A copy of the Credit Agreement is attached as Exhibit 10.1 to
this Current Report on Form8-K and incorporated
herein by reference. The foregoing summary of the Credit
Agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Credit Agreement.