0001104659-03-001947 Sample Contracts

SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • February 13th, 2003 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of December 31, 2002 (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).

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SALE BONUS AGREEMENT
Sale Bonus Agreement • February 13th, 2003 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

This SALE BONUS AGREEMENT (is entered into as of January 1, 2003 between Gardenburger, Inc., an Oregon corporation (the “Company”), and Lorraine Crawford (“Executive”), and is an addition to any existing Employment Agreement.

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 13th, 2003 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties • New York

THIS FOURTH AMENDMENT (this “Amendment”), dated as of December 31, 2002, 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”).

AMERICAN PROPERTY MANAGEMENT
Gardenburger Inc • February 13th, 2003 • Canned, frozen & preservd fruit, veg & food specialties

It is mutually agreed that the Lease Agreement dated October 29, 1996, the First Amendment to Lease dated December 9, 1997, the Lease Extension dated September 11, 1998, the Third Amendment to Lease dated August 1, 2000, and the Fourth Amendment to Lease dated August 27, 2002 (collectively the “LEASE”), between AMERICAN PROPERTY MANAGEMENT CORP. as agent for and on behalf of WESTON HOLDING CO., L.L.C. (“LESSOR”), and GARDENBURGER, INC., an Oregon corporation (“LESSEE”), for Suite #400 consisting of approximately 18,850 square feet (this measurement includes a load factor for the building of 0%) (“Premises”) in the Morrison Plaza Office Building located at 1411 SW Morrison St. in Portland, Oregon (“Building”) is hereby modified as follows:

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