0001104659-04-004607 Sample Contracts

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT

Note Purchase Agreement • February 17th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties • New York

• Contract Type
  Note Purchase Agreement
• Filed
  February 17th, 2004
• Company
  Gardenburger Inc
• Industry
  Canned, frozen & preservd fruit, veg & food specialties
• Jurisdiction
  New York

THIS FIFTH AMENDMENT (this “Amendment”), dated as of December 29, 2003, to the Note Purchase Agreement, dated as of March 27, 1998, by and among DRESDNER KLEINWORT BENSON PRIVATE EQUITY PARTNERS LP, a Delaware limited partnership (the “Purchaser”), and GARDENBURGER, INC., an Oregon corporation (the “Company”).

AMENDMENT NO. 2 TO STOCK OPTION AGREEMENT

Stock Option Agreement • February 17th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

• Contract Type
  Stock Option Agreement
• Filed
  February 17th, 2004
• Company
  Gardenburger Inc
• Industry
  Canned, frozen & preservd fruit, veg & food specialties

Original Agreement: That Paul F. Wenner Stock Option Agreement dated effective as of January 20, 1992, as previously amended in June 2001

FIRST AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE SENIOR SUBORDINATED NOTE

Gardenburger Inc • February 17th, 2004 • Canned, frozen & preservd fruit, veg & food specialties

• Company
  Gardenburger Inc
• Filed
  February 17th, 2004
• Industry
  Canned, frozen & preservd fruit, veg & food specialties

THIS FIRST AMENDMENT (this “Amendment”), dated as of December 29, 2003, to the Amended and Restated Convertible Senior Subordinated Note (the “Convertible Note”), dated as of January 10, 2002, of GARDENBURGER, INC., an Oregon corporation (the “Company”), issued to DRESDNER KLEINWORT BENSON PRIVATE EQUITY PARTNERS LP, a Delaware limited partnership (“Dresdner”).

FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT

Revolving Credit and Term Loan Agreement • February 17th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

• Contract Type
  Revolving Credit and Term Loan Agreement
• Filed
  February 17th, 2004
• Company
  Gardenburger Inc
• Industry
  Canned, frozen & preservd fruit, veg & food specialties

THIS FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of December 29, 2003 (the “Amendment”), is entered into by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders under the Agreement referenced below (“Agent”), the Lenders party thereto, and GARDENBURGER, INC., an Oregon corporation (“Borrower”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).