Re: $40,000,000 6.39% Senior Notes, Series A

Exhibit 4.1

Execution Copy

Bob Evans Farms, Inc.
a Delaware corporation

Bob Evans Farms, Inc.
an Ohio corporation
( as Successor to BEF Holding Co., Inc.)

F irst Amendment
Dated as of February 24, 2009

to

Note Purchase Agreement
Dated as of July 28, 2008

R e: $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

First Amendment to Note Purchase Agreement

      This First Amendment dated as of February 24, 2009 (the or this “First Amendment” ) to the Note Purchase Agreement dated as of July 28, 2008 is between Bob Evans Farms, Inc. , a Delaware corporation (the “Company” ), Bob Evans Farms, Inc., an Ohio Corporation (the “Issuer” ) as successor to BEF Holding Co., Inc. and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders” ).

R e c i t a l s:

     A. The Company, the Issuer and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of July 28, 2008 (the “Note Agreement” ). The Issuer has heretofore issued the $40,000,000 6.39% Senior Notes, Series A due July 28, 2014 (the “Series A Notes” ) and $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” ) pursuant to the Note Agreement. The Noteholders are the holders of the outstanding principal amount of the Notes to set forth opposite their names on the signature pages hereto.

     B. The Company, the Issuer and the Noteholders now desire to amend the Note Agreement in the respects, but only in the respects, hereinafter set forth.

     C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement unless herein defined or the context shall otherwise require.

     D. All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

      Now, therefore , upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in §3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company, the Issuer and the Noteholders do hereby agree as follows:

Section 1. Amendments.

      Section 1.1. Section 9 of the existing Note Agreement shall be and is hereby amended by inserting a new Section 9.8 to read in its entirety as follows:

      Section 9.8. Additional Restrictions . If at any time the Company or any Subsidiary is a party to or shall enter into any agreement, instrument or other document with respect to any Indebtedness, including, without limitation, any amendment to or modification or replacement of an agreement existing on the date of Closing (a “Reference Agreement” ), or any subsequent amendment or modification to any such Reference Agreement (or waiver or consent modifying the terms of any Reference Agreement), which Reference Agreement includes financial covenants (whether expressed in ratios or as numerical or dollar thresholds in respect of future

financial performance or condition), including such financial covenants which are expressed as “events of default”, in each case which are not otherwise included in this Agreement (herein referred to as “New Covenants” ) or which would be more beneficial to the holders than relevant similar covenants or like provisions contained in this Agreement (herein referred to as “Improved Covenants” and, together with New Covenants, “Additional Covenants” ), then such Additional Covenants and all related provisions and definitions shall be deemed incorporated by reference into Section 7.2(a), Section 10 and Section 12(c) of this Agreement, mutatis mutandi, as if set forth fully in this Agreement effective as of the date when such Additional Covenants became effective under the applicable Reference Agreement. The Company shall

     (1) provide a copy of such Additional Covenants and all related provisions and definitions to the holders of the Notes promptly upon entering into the Reference Agreement, including with such copy a notice to the holders of the date on which such Additional Covenants became or will become effective, provided that the failure of the Company to provide a copy of such Additional Covenants to the holders shall not adversely affect the automatic incorporation of the Additional Covenants into this Agreement as provided above in this Section 9.8; and

     (2) as promptly as possible following delivery of such copy, provide the draft of a statement of incorporation (a “Memorialization” ) to be executed by the Company and the holders, which Memorialization shall set out the terms of the Additional Covenants and related provisions and definitions as incorporated into this Agreement, with all appropriate changes required in connection with incorporating the Additional Covenants mutatis mutandi.

If the Company fails to provide a draft of a Memorialization, then any holder may produce a draft for the consideration of the Company and the other holders. Any Memorialization executed and delivered by the Company and by the Required Holders (or all holders if pursuant to Section 18.1 the relevant amendment would require the consent of all holders) shall be good and sufficient evidence of the terms of any such Additional Covenant as incorporated into this Agreement, provided that the failure of the holders and the Company to execute and deliver any Memorialization shall not adversely affect the automatic incorporation of the Additional Covenants into this Agreement as provided above in this Section 9.8.

     Notwithstanding the foregoing, provided that no Default or Event of Default has occurred and is then continuing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.8 is subsequently amended or modified in the relevant Reference Agreement with the effect that such Additional Covenant is made less restrictive on the Company, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the Effective Date and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company and its Subsidiaries are otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company and its Subsidiaries shall, beginning on the Effective Date, no longer be or remain obligated to comply with such Additional Covenant hereunder; provided, however, that in no event shall an Improved Covenant

be amended, modified, terminated or removed pursuant to this Section 9.8 such that it is made less restrictive on the Company than the form of the relevant similar covenant or like provision in this Agreement that it replaced, amended or modified, it being the intent of this Agreement in such cases to return such covenants or provisions, upon the Effective Date, to the text of such covenant or provision as it existed immediately prior to the incorporation of such Improved Covenant pursuant to this Section 9.8. For purposes of this Section 9.8, “Effective Date” shall mean that day which is the first to occur of (a) the first Business Day falling at least 365 days after the effective date of the removal, termination, amendment or modification, as applicable, of the Additional Covenant under the relevant Reference Agreement and (b) the day on which the holders of Notes receive a compliance certificate pursuant to Section 7.2 hereof in connection with the Company’s quarterly or annual financial statements, as applicable, covering the next subsequent financial period of the Company following the financial period in which such Additional Covenant was removed, terminated, amended or modified, as applicable, under the relevant Reference Agreement indicating that the Company was in compliance with such Additional Covenant as of the end of such financial period.

      Section 1.2. Section 10.1 of the Note Agreement shall be and is hereby amended to read in its entirety as follows:

     “ Section 10.1 Consolidated Net Worth. The Company will not at any time permit Consolidated Net Worth to be less than the sum of (a) $480,000,000 plus (b) an amount equal to 25% of positive Consolidated Net Income for each completed fiscal year, beginning with the fiscal year ending April 29, 2005, calculated on a cumulative basis for such entire period.”

      Section 1.3. Section 10 of the existing Note Agreement shall be and is hereby amended to include the following new Section:

      Section 10.11. Restricted Payments. The Company will not, and will not permit any of its Subsidiaries to, on or prior to October 23, 2009, declare or make, or incur any liability to declare or make, any Restricted Payment. Any failure to comply with this covenant shall constitute a Default under Section 12(c) hereof. The Company may agree to the same covenant in that certain Note Purchase Agreement dated as of July&nbs