Subsidiary Guaranty

Exhibit 4.2

Execution Copy

Subsidiary Guaranty

Dated as of July 28, 2008

Re:       $40,000,000 6.39% Senior Notes, Series A, Due July  28, 2014
and
           $30,000,000 6.39% Senior Notes, Series B, Due July 28, 2013
of
BEF Holding Co., Inc.

Table of Contents

(Not a part of the Agreement)

Subsidiary Guaranty

Re:       $40,000,000 6.39% Senior Notes, Series A, Due July  28, 2014
and
           $30,000,000 6.39% Senior Notes, Series B, Due July 28, 2013
of
BEF Holding Co., Inc.

      This Subsidiary Guaranty dated as of July 28, 2008 (the “Guaranty” ) is entered into by the undersigned, Mimi’s Café, LLC , a Delaware limited liability company (the “Guarantor” ).

Recitals

     A. The Guarantor is an indirect Subsidiary of Bob Evans Farms, Inc., a Delaware corporation (the “Company” ).

     B. In order to raise funds to repay Indebtedness under existing bank credit facilities of the Company and its Subsidiaries, to refinance a portion of the principal of the 2004 Senior Notes, and for general corporate purposes, the Company and BEF Holding Co., Inc., a Delaware corporation (the “Issuer” ), have entered into the Note Purchase Agreement dated as of July 28, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement” ), among the Company, the Issuer and each of the institutional investors named in Schedule A attached thereto (the “Note Purchasers” ), providing for, among other things, the issue and sale by the Issuer to the Note Purchasers of (i) the $40,000,000 6.39% Senior Notes, Series A, due July 28, 2014 (the “Series A Notes” ) and (ii) the $30,000,000 6.39% Senior Notes, Series B, due July 28, 2013 (the “Series B Notes” and together with the Series A Notes, the “Notes” ). The Note Purchasers, together with their successors and assigns and any subsequent transferees of the Notes in accordance with the terms of the Note Purchase Agreement, are hereinafter collectively referred to as the “Holders.”

     C. The Note Purchasers have required as a condition of their purchase of the Notes to be purchased by them that the Company and the Issuer cause the undersigned to enter into this Guaranty as security for the Notes, and the Company and the Issuer have agreed to cause the undersigned to execute this Guaranty in order to induce the Note Purchasers to purchase the Notes and thereby benefit the Company, the Issuer and their Affiliates by providing funds to enable the Issuer to repay such existing indebtedness and for the Issuer to have funds available for general corporate purposes of the Company, the Issuer and their Subsidiaries.

     D. The Guarantor is engaged in related businesses with the Company and the Issuer and is desirous that the Note Purchasers enter into the Note Purchase Agreement and purchase the Notes, and acknowledges that by doing so the Note Purchasers will be conferring substantial financial and other benefits on the Guarantor.

      Now, Therefore , as required by the Note Purchase Agreement and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the Guarantor does hereby covenant and agree, jointly and severally with any other guarantor of such obligations, as follows:

Section 1. Definitions.

     Capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

Section 2. Guaranty of Notes and Note Purchase Agreement.

     (a) The Guarantor does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amount, if any, and interest on the Notes from time to time outstanding, as and when such payments shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount, if any, and interest) in Federal or other immediately available funds of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer under the terms of the Notes and the Note Purchase Agreement and (3) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of the Notes, the Note Purchase Agreement or in any action in connection therewith or herewith and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or Note Purchase Agreement or any of the terms thereof or any other like circumstance or circumstances.

     (b) The liability of the Guarantor under this Guaranty shall not exceed an amount equal to a maximum amount as will, after giving effect to such maximum amount and all other liabilities of the Guarantor, contingent or otherwise, result in the performance of the obligations of the Guarantor hereunder not constituting a fraudulent transfer, obligation or conveyance and will in no event exceed an amount which can be guaranteed by the Guarantor under applicable Federal and state law relating to insolvency of debtors.

Section 3. Guaranty of Payment and Performance.

     This is a guarantee of payment and performance and the Guarantor hereby waives, to the fullest extent permitted by law, any right to require that any action on or in respect of any Note or the Note Purchase Agreement be brought against the Issuer or any other Person or that resort be had to any direct or indirect security for the Notes or for this Guaranty or any other remedy. Any Holder may, at its option, proceed hereunder against the Guarantor in the first

instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against the Issuer or any other Person and without first resorting to any direct or indirect security for the Notes or for this Guaranty or any other remedy. The liability of the Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Holder of any direct or indirect security for, or other guaranties of, any Indebtedness, liability or obligation of the Issuer or any other Person to any Holder or by any failure, delay, neglect or omission by any Holder to realize upon or protect any such guarantees, Indebtedness, liability or obligation or any notes or other instruments evidencing the same or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken, or omitted to be taken by any such Holder.

Section 4. General Provisions Relating to the Guaranty.

     (a) The Guarantor hereby consents and agrees that any Holder or Holders from time to time may, without in any manner affecting the liability of the Guarantor under this Guaranty, and upon such terms and conditions as any such Holder or Holders may deem advisable:

     (1) extend in whole or in part (by renewal or otherwise), modify, increase, change, compromise, release or extend the duration of the time for the performance or payment of any Indebtedness, liability or obligation of the Issuer or of any other Person secondarily or otherwise liable for any Indebtedness, liability or obligations of the Issuer on the Notes, or waive any Default with respect thereto, or waive, modify, amend or change any provision of any other agreement or this Guaranty (to the extent permitted by Section 6); or

     (2) sell, release, surrender, modify, impair, exchange or substitute any and all property, of any nature and from whomsoever received, held by, or for the benefit of, any such Holder as direct or indirect security for the payment or performance of any Indebtedness, liability or obligation of the Issuer or of any other Person secondarily or otherwise liable for any Indebtedness, liability or obligation of the Issuer on the Notes; or

     (3) settle, adjust or compromise any claim of the Issuer against any other Person secondarily or otherwise liable for any Indebtedness, liability or obligation of the Issuer on the Notes.

     The Guarantor hereby ratifies and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment, substitution, settlement, adjustment or compromise and that the same shall be binding upon it, and hereby waives, to the fullest extent permitted by law, any and all defenses, counterclaims or offsets which it might or could have by reason thereof, it being understood that the Guarantor shall at all times be bound by this Guaranty and remain liable hereunder.

     (b) The Guarantor hereby waives, to the fullest extent permitted by law:

     (1) notice of acceptance of this Guaranty by the Holders or of the creation, renewal or accrual of any liability of the Issuer, present or future, or of the reliance of

such Holders upon this Guaranty (it being understood that all Indebtedness, liabilities and obligations described in Section 2 hereof shall conclusively be presumed to have been created, contracted or incurred in reliance upon the execution of this Guaranty); and

     (2) demand of payment by any Holder from the Issuer or any other Person indebted in any manner on or for any of the Indebtedness, liabilities or obligations hereby guaranteed; and

     (3) presentment for the payment by any Holder or any other Person of the Notes or any other instrument, protest thereof and notice of its dishonor to any party thereto and to the Guarantor.

     The obligations of the Guarantor under this Guaranty and the rights of any Holder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise and shall not be subject to any defense, set-off, counterclaim (other than any compulsory counterclaim), recoupment or termination whatsoever.

     (c) The obligations of the Guarantor hereunder shall be binding upon the Guarantor and its successors and assigns, and shall remain in full force and effect irrespective of:

     (1) the genuineness, validity, regularity or enforceability of the Notes, the Note Purchase Agreement or any other agreement or any of the terms of any thereof, the continuance of any obligation on the part of the Issuer, any other guarantor or any other Person on or in respect of the Notes or under the Note Purchase Agreement or any other agreement or the power or authority or the lack of power or authority of the Issuer to issue the Notes or the Company or the Issuer to execute and deliver the Note Purchase Agreement or any other agreement or to perform any of its obligations hereunder or the existence or continuance of the Issuer or any other Person as a legal entity; or

     (2) any default, failure or delay, willful or otherwise, in the performance by the Issuer or any other Person of any obligations of any kind or character whatsoever under the Notes, the Note Purchase Agreement or any other agreement; or

     (3) any creditors’ rights, bankruptcy, receivership or other insolvency proceeding of the Issuer, any other guarantor or any other Person or in respect of the property of the Issuer, any other guarantor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation, the sale of all or substantially all of the assets of or winding up of the Issuer, any other guarantor or any other Person; or

     (4) impossibility or illegality of performance on the part of the Issuer, any other guarantor or any other Person of its obligations under the Notes, the Note Purchase Agreement or any other agreements; or

     (5) in respect of the Issuer, any other guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any other guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure , whether or not beyond the control of the Issuer, any other guarantor or any other Person and whether or not of the k