0001104659-05-007777 Sample Contracts

SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE SENIOR SUBORDINATED NOTE
Note Purchase Agreement and Convertible • February 22nd, 2005 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties • New York

THIS SEVENTH AMENDMENT (this “Amendment”), dated as of February 18, 2005, 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”).

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EIGHTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • February 22nd, 2005 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of February 18, 2005 (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 Loan 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 Loan Agreement (as defined below).

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