EXHIBIT 10.11


 


NINTH AMENDMENT TO

REVOLVING CREDIT AND TERM LOAN AGREEMENT


 


THIS NINTH AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 9, 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).


 


WHEREAS, Agent, Lenders
and Borrower have entered into that certain Revolving Credit and Term Loan
Agreement dated as of January 10, 2002, as amended by a First Amendment to
Revolving Credit and Term Loan Agreement dated as of September 30, 2002, a
Second Amendment to Revolving Credit and Term Loan Agreement dated as of December 31,
2002, a Third Amendment to Revolving Credit and Term Loan Agreement dated as of
March 31, 2003, a Fourth Amendment to Revolving Credit and Term Loan
Agreement dated as of December 29, 2003, a Fifth Amendment to Revolving
Credit and Term Loan Agreement dated as of April 8, 2004, a Sixth
Amendment to Revolving Credit and Term Loan Agreement dated as of August 13,
2004, a Seventh Amendment to Revolving Credit and Term Loan Agreement dated as
of November 29, 2004 and an Eighth Amendment to Revolving Credit and Term
Loan Agreement dated as of February 18, 2005 (as amended, supplemented,
modified and/or restated from time to time, the “Loan Agreement”);


 


WHEREAS, Borrower has
informed Agent and Lenders that Borrower has agreed to prepay the Exit Fee on
the date hereof in consideration for a discount with respect to the Exit Fee;


 


WHEREAS, Borrower has
requested that Agent and Lenders amend certain provisions of the Loan
Agreement, as provided herein; and


 


WHEREAS, subject to
satisfaction of the conditions set forth herein, Agent and Lenders are willing
to permit prepayment of the Exit Fee at a discount and to amend certain
provisions of the Loan Agreement, in each case as provided herein.


 


NOW, THEREFORE, in
consideration of the premises and the other mutual covenants contained herein,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


SECTION 1.  Acknowledgements of Obligations.


 


(a)           Borrower hereby acknowledges and
agrees that it is unconditionally liable to the Agent and Lenders under the
terms of the Loan Agreement and the other Loan Documents for the full payment
of all of the Obligations including, without limitation, those Obligations set
forth on Schedule A attached hereto and incorporated herein by
reference, plus all interest, charges, fees, costs, and expenses that may arise
under the Loan Agreement and other Loan Documents plus all attorneys’ fees,
disbursements and costs of collection incurred in connection with such
Obligations by Agent and Lenders and that Borrower has no defenses,
counterclaims or set-offs with respect to the full payment and performance of
any or all Obligations under the Loan Agreement and the other Loan Documents.


 





















 


(b)           Borrower acknowledges and agrees that
(i) the Specified Default (defined below) under the Loan Agreement
constitutes a material default under the Loan Agreement and the other Loan
Documents, and (ii) the Agent and the Lenders are reserving all of their
respective rights and remedies, including, without limitation, with respect to
the Specified Default, and that nothing herein shall be deemed to limit,
restrict, or constitute a waiver of any of the respective rights and remedies
of the Agent and Lenders under the Loan Agreement, the other Loan Documents,
applicable law, or otherwise with respect to the Specified Default or any other
Default or Event of Default, all of such rights and remedies being expressly
reserved.


 


SECTION 2.  Exit Fee.  As indicated in the Recitals set forth above,
Borrower has agreed to prepay the Exit Fee arising under Section 3.4 of
the Loan Agreement on the date hereof in consideration for a discount with
respect to such fee.  Agent, Lenders and
Borrower hereby agree that Borrower shall fully satisfy its entire Exit Fee
obligation by the immediate payment to Agent in cash for the ratable benefit of
Lenders of the reduced amount of $650,000 (the “Reduced Exit Fee”).  Borrower hereby authorizes and directs Agent:
(i) to pay the Reduced Exit Fee, for the account of Lenders, which payment
shall be deemed a request for an Advance under the Revolving Facility and shall
be added to the Obligations; and (ii) to establish the Ninth Amendment
Amortizing Advance Amount (as defined in the Loan Agreement, as amended hereby)
in order to facilitate payment of the Reduced Exit Fee.


 


SECTION 3.  Amendments.  As of the Effective Date, the Loan Agreement
is amended as follows:


 


(a)           The first “WHEREAS” clause in the
recitals to the Loan Agreement shall be and hereby is amended to delete the
phrase “Seven Million Dollars ($7,000,000.00) (the “Facility Cap”)” as
it appears therein and substitute the following in place thereof: “Seven
Million Six Hundred Fifty Thousand Dollars ($7,650,000.00) (the “Facility
Cap”)”.


 


(b)           Section 2.1(a) of the Loan
Agreement shall be and hereby is amended and restated as follows:


 


“(a)         Subject to the provisions of this
Agreement, each Lender agrees to make available its Pro Rata Share of Advances
to Borrower under the Revolving Facility from time to time during the Revolving
Facility Term; provided, that (i) the Pro Rata Share of the
Advances of any Lender shall not at any time exceed its separate Commitment,
and (ii) the aggregate amount of all Advances at any time outstanding
under the Revolving Facility shall not exceed the lesser  of (A) the
Facility Cap and (B) (1) the percentage of the Borrowing Base permitted
by the seventh sentence of this Section 2.1 plus (2) the Ninth
Amendment Amortizing Advance Amount (such amount calculated pursuant to subsection (B) being
referred to herein as the “Availability”).  The aggregate amount of Advances at any time
outstanding under the Revolving Facility shall not be less than
$1,000,000.  The obligations of Lenders
hereunder shall be several and not joint up to the amount of the
Commitments.  The Revolving Facility is a
revolving credit facility, which may be drawn, repaid and redrawn, from time to
time as permitted under this Agreement. 
Any determination as to whether there is availability within the
Borrowing Base for Advances shall be made by Agent in its Permitted Discretion
and is final and binding upon Borrower. 
Unless otherwise permitted by Agent, each Advance shall be in an amount
of at least $50,000.  Subject to the
provisions of this Agreement, Borrower may request Advances under the Revolving
Facility up to and including the value, in Dollars, of (i) eighty-five
percent (85%) of the Borrowing Base for Eligible Receivables, and (ii) sixty
percent (60%) of the Borrowing Base for Eligible Inventory Costs, minus, if
applicable, amounts reserved pursuant to this Agreement.  Advances under the Revolving Facility automatically
shall be made for the payment of interest on the Revolving Notes and other
Obligations on the date when due to the extent available and as provided for
herein.”


 


(c)           Section 2.3 of the Loan
Agreement shall be and hereby is amended and restated as follows:


 


“2.3.
Interest.  Interest on outstanding Advances under the
Revolving Loans shall be payable monthly in arrears on the first day of each
calendar month at an annual rate of Prime Rate plus 1.50%; provided, however,
that notwithstanding any provision of any Loan Document, the interest on all
outstanding Advances under the Revolving Loans shall not be less than 7.00%, in
each case calculated on the basis of a 360-day year and for the actual number


 


2





















 


of calendar days elapsed in each interest calculation
period.  Interest accrued on each Advance
under the Revolving Loan shall be due and payable on the first day of each
calendar month, in accordance with the procedures provided for in Section 2.5
and Section 2.9 until the later of the expiration of the Revolving
Facility Term and the full performance and irrevocable payment in full in cash
of the Obligations and termination of this Agreement.”


 


(d)           A new Section 2.16 shall be and
hereby is added to the Loan Agreement following the end of Section 2.15
therein as follows:


 


“2.16. Evidence
of Loans.


 


(a)           Each Lender shall maintain, in
accordance with its usual practice, electronic or written records evidencing
the indebtedness and obligations to such Lender resulting from each Loan made
by such Lender from time to time and the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.


 


(b)           Agent shall maintain electronic or
written records in which it will record (i) the amount of each Loan made
hereunder, the class and type of each Loan made and any applicable interest
rate periods, (ii) the amount of any principal and/or interest due and
payable and/or to become due and payable from Borrower to each Lender hereunder
and (iii) all amounts received by Agent hereunder from Borrower and each
Lender’s share thereof.


 


(c)           The entries in the electronic or
written records maintained pursuant to Section 2.16(b) shall be prima
facie evidence of the existence and amounts of the obligations and indebtedness
therein recorded; provided, however, that the failure of Agent to
maintain such records or any error therein shall not in any manner affect the
obligations of Borrower to repay the Loans or Obligations in accordance with
their terms.


 


(d)           Agent will account to Borrower
monthly with a statement of Advances under the Revolving Facility and any
charges and payments made pursuant to this Agreement, and in the absence of
demonstrable error, such accounting rendered by Agent shall be deemed final,
binding and conclusive unless Agent is notified by Borrowers in writing to the
contrary within fifteen (15) calendar days of Receipt of such accounting, which
notice shall be deemed an objection only to items specifically objected to therein.


 


(e)           Borrower agrees that upon written
notice by Agent to Borrower, which written notice may be issued to Borrower at
any time in Agent’s sole discretion, and shall be accompanied by the return of
one or more of the then existing Notes to Borrower (“Notice Regarding Notes”):
(a) all references to “Notes” in the Loan Documents shall mean all then
existing Notes, if any, to the extent issued (and not returned to Borrower in
reliance upon Section 2.16(c) above) as the same may be amended,
supplemented, modified, divided and/or restated and in effect from time to
time; (b) all references to any returned 
“Revolving Notes” in the Loan Documents shall be deemed to refer to the
Revolving Loans (without duplication of such term); and (c) all references
to any returned “Term Notes” in the Loan Documents shall be deemed to refer to
the Term Loans (without duplication of such term); and


 


(f)            Borrower agrees that:


 


(i)            upon written notice by Agent to
Borrower that a new promissory note or other evidence of indebtedness is
requested by Agent (for itself or on behalf of any Lender) to evidence the
Loans and other Obligations owing or payable to, or to be made by, such Lender,
Borrower promptly shall (and in any event within five (5) Business Days of
any such request) execute and deliver to Agent an appropriate Note or Notes in
form and substance reasonably satisfactory to Agent and Borrower, payable to
the order of such Lender in a principal amount equal to the amount of the Loans
owing or payable to such Lender;


 


(ii)           upon Agent’s written request (for
itself or on behalf of any Lender), and in any event within five (5) Business
Days of any such request, Borrower shall execute and deliver to Agent new Notes
and/or split or divide the Notes, or any of them, in exchange for the then
existing subject Notes, in such smaller amounts or denominations as Agent or
such Lender shall specify; provided, that the aggregate principal amount of
such new,


 


3





















 


split or divided Notes shall not exceed the aggregate
principal amount of the Notes outstanding at the time such request is made; and
provided, further, that such Notes that are replaced shall then be deemed no
longer outstanding hereunder and replaced by such new Notes and returned to
Borrower within a reasonable period of time after Agent’s receipt of the
replacement Notes.


 


(iii)          upon receipt of evidence reasonably
satisfactory to the Borrower of the mutilation, destruction, loss or theft of
any then existing subject Notes and the ownership thereof, the Borrower shall,
upon the written request of the holder of such Notes, execute and deliver in
replacement thereof new Notes in the same form, in the same original principal
amount and dated the same date as the Notes so mutilated, destroyed, lost or
stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be
deemed no longer outstanding hereunder. 
If the Notes being replaced have been mutilated, they shall be
surrendered to the Borrower after Agent’s receipt of the replacement Notes; and
if such replaced Notes have been destroyed, lost or stolen such holder shall
furnish the Borrower with an indemnity in writing reasonably acceptable to the
Borrower and Agent to save them harmless in respect of such replaced Note.”


 


(e)           Section 3.4 of the Loan
Agreement shall be and is hereby amended and restated as follows:


 


“3.4. Reduced
Exit Fee.  On August 9,
2005, the Borrower paid to Agent for the ratable benefit of the Lenders, the
Reduced Exit Fee (as defined in the Ninth Amendment) in full satisfaction of
any Exit Fee or Termination Fee that would otherwise now or in the future be
due hereunder.”


 


(f)            Section 3.6 of the Loan
Agreement shall be and is hereby deleted in the entirety and replaced with the
following:


 


“3.6.       Late Fee; Default Rate of Interest.  Notwithstanding any other
provision of any Loan Document, if any payment, interest, Obligation, fee,
charge or other amount due under any Loan Document is not received by Agent
within three (3) Business Days of its due date, then Borrower shall pay to
Agent for the ratable benefit of Lenders a late charge equal to 5% of the
amount not timely made or paid.  Upon the
occurrence and during the continuation of an Event of Default, the Applicable
Rate of interest in effect at such time with respect to the Obligations (other
than the Ninth Amendment Amortizing Advance Amount) shall be increased by 5%
per annum (the “Default Rate”).”


 


(g)           Appendix A to the Loan Agreement
shall be and is hereby amended to add the following definitions in proper
alphabetical order:


 


“Ninth Amendment
Amortizing Advance Amount” shall mean (a) from August _, 2005
through January 30, 2007, $650,000, and (b) as of January 30,
2007 and thereafter, $-0-.  Upon the
Revolving Facility Maturity Date, the Borrower shall immediately without notice
or demand repay any outstanding Advances that exceed Availability (after taking
into consideration the reduction to zero dollars ($0) of the Ninth Amendment
Amortizing Advance Amount).


 


“Ninth
Amendment” shall mean that certain Ninth Amendment to Revolving Credit and
Term Loan Agreement dated as of August 9, 2005 among Borrower, Agent and
Lenders.


 


(h)           The disclosure schedules to the Loan
Agreement shall be and hereby are amended and restated in the entirety by the
amended and restated disclosure schedules attached hereto as Exhibit 3(h) (the
“Amended and Restated Disclosure Schedules”).


 


SECTION 4.  Conditions Precedent.  This Amendment shall be effective upon the
satisfaction of the following conditions precedent (the “Effective Date”):  (a) the representations and warranties
contained herein, in the Loan Agreement and in all other Loan Documents shall
be true and correct in all material respects as of the date hereof, except for
such representations and warranties limited by their terms to a specific date,
and all covenants and


 


4





















 


other agreements herein, in the
Loan Agreement and in all other Loan Documents shall be and are hereby
confirmed and ratified in all respects; (b) no Default or Event of Default
shall be in existence as of the date hereof, except
for the Borrower’s
failure to comply with the Minimum Adjusted EBITDA covenant set forth on Annex
I to the Loan Agreement for the Quarterly Test Period ending June 30, 2005
(the “Specified Default”); (c) Borrower shall have delivered to the
Agent an executed original copy of this Amendment and each other agreement,
document or instrument reasonably requested by the Agent in connection with
this Amendment; (d) Borrower shall have delivered to the Agent the Amended
and Restated Disclosure Schedules, which shall be in form and substance
satisfactory to the Agent in its Permitted Discretion; (e) Borrower shall
have paid to Agent: (i) the Reduced Exit Fee, and (ii) all legal fees
and expenses incurred by the Agent in connection with the drafting, negotiation
and execution of this Amendment, which shall not exceed $10,000.00; (f) Borrower
shall have delivered to Agent a certificate of the corporate secretary or
assistant secretary of Borrower dated as of the date of this Amendment on
behalf of Borrower, in substantially the form of Exhibit 4(f) attached
hereto; and (g) all proceedings taken in connection with the transactions
contemplated by this Amendment and all documentation and other legal matters
incident thereto shall be satisfactory to the Agent.


 


SECTION 5.  Additional Events of Default.  In addition to and without in any way
limiting or substituting for the Events of Default outlined in the Loan
Agreement and the other Loan Documents, Borrower’s failure to timely and fully
comply with any covenant or agreement set forth in this Amendment, without any
notice and grace and/or cure periods (notwithstanding any such notice and grace
and/or cure periods in the Loan Agreement or the other Loan Documents, all of
which are expressly waived with respect to provisions of this Amendment, the
Eighth Amendment and the provisions of the Loan Agreement that are amended
hereby or thereby, other than with respect to Section 6.1(j) to the Loan
Agreement, as added by the Eighth Amendment, for which there shall be a five (5) day
grace period), shall constitute an Event of Default.  Nothing contained in this Section 5
shall be deemed to constitute an amendment or modification of the grace and/or
cure periods set forth in the other Loan Documents insofar as such grace and/or
cure periods relate solely to provisions set forth in the other Loan Documents
(as opposed to provisions set forth in this Amendment or the Eighth Amendment
and the provisions of the Loan Agreement that are amended hereby or thereby).


 


SECTION 6.  Loan Agreement in Full Force and Effect as
Amended.  Except as specifically
amended hereby or by any agreement or document executed by Borrower in favor of
Agent or Lenders in connection herewith, the Loan Agreement and other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed as so amended.  Neither this
Amendment nor  any agreement or document
executed by Borrower in favor of Agent or Lenders in connection herewith shall
constitute a novation, satisfaction and accords, cure, release or satisfaction
of the Loan Agreement and/or Loan Documents, but shall constitute amendments
and waivers of certain provisions thereof. 
Except as expressly set forth herein, neither this Amendment nor any
agreement or document executed by Borrower on behalf of Agent or Lenders in
connection herewith shall be deemed to be a waiver, amendment or modification
of any provisions of the Loan Agreement or any other Loan Document or any
right, power or remedy of Agent or Lenders, or constitute a waiver of any
provision of the Loan Agreement or any other Loan Document, or any other
document, instrument and/or agreement executed or delivered in connection
therewith or of any Default or Event of Default under any of the foregoing, in
each case whether arising before or after the date hereof or as a result of
performance hereunder or thereunder. 
This Amendment also shall not preclude the future exercise of any right,
remedy, power, or privilege available to Agent and/or Lenders whether under the
Loan Agreement, the other Loan Documents, at law or otherwise.  All references to the Loan Agreement shall be
deemed to mean the Loan Agreement as modified hereby.  The parties hereto agree to be bound by the
terms and conditions of the Loan Agreement and Loan Documents as amended by
this Amendment, as though such terms and conditions were set forth herein.  Each reference in the Loan Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall
mean and be a reference to the Loan Agreement as amended by this Amendment, and
each reference herein or in any other Loan Documents to the “Agreement”, “Loan
Agreement” or “Credit Agreement” shall mean and be a reference to the Loan
Agreement as amended and modified by this Amendment.


 


SECTION 7.  Representations.  Borrower hereby represents and warrants to
Agent and Lenders as follows:  (i) it
is duly incorporated or organized, validly existing and in good standing under
the laws of its jurisdiction of organization; (ii) the execution, delivery
and performance by it of this Amendment and all other Loan


 


5





















 


Documents executed and/or
delivered in connection herewith are within its powers, have been duly
authorized, and do not contravene (A) its articles of organization,
operating agreement, or other organizational documents, or (B) any
applicable law; (iii) no consent, license, permit, approval or
authorization of, or registration, filing or declaration with any Governmental
Authority or other Person, is required in connection with the execution,
delivery, performance, validity or enforceability of this Amendment or any
other Loan Documents executed and/or delivered in connection herewith by or
against it; (iv) this Amendment and all other Loan Documents executed
and/or delivered in connection herewith have been duly executed and delivered
by it; (v) this Amendment and all other Loan Documents executed and/or
delivered in connection herewith constitute its legal, valid and binding
obligation enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally or by general principles of equity; (vi) after
giving effect to this Amendment, no Default or Event of Default exists, has
occurred and is continuing or would result by the execution, delivery or
performance of this Amendment, except for the Specified Default; and (vii) the
representations and warranties contained in the Loan Documents are true and
correct in all material respects as of the date hereof as if made on the date
hereof, except for such representations and warranties limited by their terms
to a specific date.


 


SECTION 8.  Miscellaneous.


 


(a)           This Amendment may be executed in any
number of counterparts (including by facsimile), and by the different parties
hereto on the same or separate counterparts, each of which shall be deemed to
be an original instrument but all of which together shall constitute one and
the same agreement.  Each party agrees
that it will be bound by its own facsimile signature and that it accepts the facsimile
signature of each other party.  The
descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof or thereof.  Whenever the context and construction so
require, all words herein in the singular number herein shall be deemed to have
been used in the plural, and vice versa, and the masculine gender shall include
the feminine and neuter and the neuter shall include the masculine and
feminine.


 


(b)           This Amendment may not be changed,
amended, restated, waived, supplemented, discharged, canceled, terminated or
otherwise modified orally or by any course of dealing or in any manner other
than as provided in the Loan Agreement. 
This Amendment shall be considered part of the Loan Agreement and shall
be a Loan Document for all purposes under the Loan Agreement and other Loan
Documents.


 


(c)           This Amendment, the Loan Agreement
and the Loan Documents constitute the final, entire agreement and understanding
between the parties with respect to the subject matter hereof and thereof and
may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements between the parties, and shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto and thereto.  There are no unwritten oral agreements
between the parties with respect to the subject matter hereof and thereof.


 


(d)           THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET
FORTH IN THE LOAN AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL
AND NOTICE PROVISIONS OF THE LOAN AGREEMENT.


 


(e)           Borrower may not assign, delegate or
transfer this Amendment or any of its rights or obligations hereunder.  No rights are intended to be created under
this Amendment for the benefit of any third party donee, creditor or incidental
beneficiary of Borrower or any Guarantor. 
Nothing contained in this Amendment shall be construed as a delegation
to Agent or Lenders of Borrower’s or any Guarantor’s duty of performance,
including, without limitation, any duties under any account or contract in
which Agent has or Lenders have a security interest or Lien.  This Amendment shall be binding upon the
Borrower and its respective successors and assigns.


 


6





















 


(f)            Borrower hereby (i) agrees that
this Amendment shall not limit or diminish the obligations of Borrower under
the Loan Documents, (ii) reaffirms its obligations under each of the Loan
Documents to which it is a party, and (iii) agrees that each of such Loan
Documents remains in full force and effect and is hereby ratified and
confirmed.


 


(g)           All representations and warranties
made in this Amendment shall survive the execution and delivery of this
Amendment and no investigation by Agent or Lenders shall affect such
representations or warranties or the right of Agent or Lenders to rely upon
them.


 


(h)           BORROWER HEREBY ACKNOWLEDGES AND
AGREES THAT IT KNOWS OF NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT,
CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER ORIGINATING ON OR BEFORE THE
DATE THIS AMENDMENT IS EXECUTED THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT AND THE
LENDERS.  BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT, THE LENDERS AND EACH OF THEIR
RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, AFFILIATES, COUNSEL, SUCCESSORS AND
ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE KNOWN
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND
LIABILITIES WHATSOEVER, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW OR IN
EQUITY, IN ANY CASE ORIGINATING ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED THAT BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED
PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,
TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND THAT ARISE FROM ANY OF
THE LOANS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, AND/OR THE NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING,
TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
LAWFUL RATE APPLICABLE.  NOTWITHSTANDING
THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 8(i) SHALL APPLY
WITH RESPECT TO ANY WILLFUL MISCONDUCT OR BAD FAITH BY THE RELEASED PARTIES.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the
parties have caused this Ninth Amendment to Revolving Credit and Term Loan Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.


 


 


	
   

  	
  LENDER/AGENT:

  
	
   

  	
   

  
	
   

  	
  CAPITALSOURCE FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Joseph Turitz

  
	
   

  	
  Name:

  	
   

  	
  Joseph
  Turitz

  
	
   

  	
  Title:

  	
   

  	
  General
  Counsel Corporate Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  GARDENBURGER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Robert T. Trebing, Jr.

  
	
   

  	
  Name:

  	
   

  	
  Robert
  T. Trebing, Jr.

  
	
   

  	
  Title:

  	
   

  	
  Senior
  Vice President and Chief Financial Officer

  
							



 





















 


SCHEDULE A


 


(Schedule of Obligations)


(Unpaid principal as of August 8, 2005)*


 


	
  Revolving Credit Loans:

  	
   

  	
  $

  	
  3,574,343.87

  	
   

  
	
  Term Loan:

  	
   

  	
  $

  	
  3,028,159.00

  	
   

  



 










*plus accrued and accruing interest, costs, fees, attorneys’ fees and
disbursements and other charges as well as adjustments, credits, and charges as
provided as provided under the Loan Documents.


 





















 


EXHIBIT 3(h)


 


(Amended and Restated Disclosure Schedules)


 


Attached.


 





















 


EXHIBIT 4(f)


 


(Form of Secretary’s And Incumbency
Certificate)


 


Attached.


 





















 


GARDENBURGER, INC.


 


SECRETARY’S AND INCUMBENCY
CERTIFICATE


 


August 9, 2005


 


I,
Robert T. Trebing, Jr., being the Secretary of Gardenburger, Inc., an
Oregon corporation (the “Corporation”), DO HEREBY CERTIFY as follows:


 


1.             I am the duly elected and acting
Secretary of the Corporation and as such am authorized to execute and deliver
this Certificate.


 


2.             Attached hereto as Exhibit A
are true, correct and complete copies of the resolutions of the Board of
Directors of the Corporation adopted on August 9, 2005 (the “Resolutions”)
related to the Ninth Amendment to Revolving Credit and Term Loan Agreement (the
“Ninth Amendment”) between CapitalSource Finance, LLC, a Delaware limited
liability company, the Lenders party thereto, and the Corporation, and the
transactions contemplated thereunder. 
The Resolutions have not been amended, modified or rescinded since their
adoption and remain in full force and effect as of the date hereof.


 


3.             Each of the following individuals
is, and was at the respective times of the execution and delivery of the Ninth
Amendment, a duly elected, qualified and acting officer of the Corporation,
duly authorized to take any action for and on behalf of the Corporation in
connection with the transaction contemplated by the Ninth Amendment and any
agreements or documents related thereto, and the signature opposite his name
below is the genuine signature of each such officer:


 


	
  NAME

  	
   

  	
  TITLE

  	
   

  	
  SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scott C. Wallace

  	
   

  	
  Chief Executive
  Officer, President

  and Chairman of the Board

  	
   

  	
  /s/
  Scott C. Wallace

  
	
   

  	
   

  
	
  Robert T.
  Trebing, Jr.

  	
   

  	
  Senior Vice
  President, Chief

  Financial Officer, Secretary and

  Treasurer

  	
   

  	
  /s/
  Robert T. Trebing, Jr.

  
	
   

  	
   

  



 


IN
WITNESS WHEREOF, the undersigned has caused this Secretary’s and Incumbency
Certificate to be executed on this 9th day of August 2005.


 


 


	
   

  	
  By:

  	
  /s/ Robert T. Trebing, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Robert T. Trebing, Jr.

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial Officer,

  Secretary and Treasurer

  
					



 





















 


Exhibit 3(h)


 


AMENDED AND RESTATED
DISCLOSURE SCHEDULES TO THE


 


REVOLVING CREDIT AND TERM
LOAN AGREEMENT


 


These
disclosure schedules (collectively, the “Schedules”
and each schedule, a “Schedule”)
have been prepared in connection with the Ninth Amendment to Revolving Credit
and Term Loan Agreement, dated as of August 9, 2005 (the “Ninth Amendment”), by and between
CapitalSource Finance LLC (the “Agent”),
a Delaware limited liability company, in its capacity as administrative agent
and collateral agent for the Lenders under the Revolving Credit and Term Loan
Agreement dated as of January 10, 2002, as amended (the “Loan Agreement”), the Lenders party
thereto, and Gardenburger, Inc., an Oregon corporation (the “Borrower”). 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Loan Agreement.


 


The section numbers
referenced in the Schedules refer to the corresponding sections of the Loan
Agreement (unless otherwise indicated). 
The headings contained in the Schedules are for reference purposes only
and shall not affect the construction or interpretation of any of the
provisions of the Ninth Amendment, the Loan Agreement or the Schedules.  The inclusion of any matter herein shall not
be deemed to establish any threshold of materiality for any purpose.  Information included herein shall not affect
the scope of the disclosure obligations of the Company under the terms of the
Loan Agreement.


 





















 


SCHEDULE 2.4

BORROWER’S ACCOUNTS


 


Bank of America 1459223132

Gardenburger, Inc. Operating Account ABA# 122000661


 





















 


SCHEDULE 5.2

CONSENTS, APPROVAL/AUTHORIZATIONS REQUIRED


 


Approvals and authorizations of holders of Series A
and B Convertible Preferred Stock of Borrower were required to enter into the
Loan Documents in January 2002 (the Series A and B Convertible
Preferred Stock were converted into shares of Series C and D Convertible
Preferred Stock, respectively, at the closing of the loan transaction in January 2002),
which Borrower obtained.


 


Approval and authorization of Dresdner Kleinwort
Benson Private Equity Partners, LP (“Dresdner”),
holder of a promissory note issued by Borrower pursuant to a Note Purchase
Agreement dated as of March 27, 1998, as amended, was required to enter
into the Loan Documents in January 2002, which Borrower obtained.


 


Approval and authorization of Annex Holdings I LP,
holder of the promissory note issued by Borrower and transferred from Dresdner,
was required to amend Section 7.11 of the Loan Agreement, and Borrower
obtained such consent.


 





















 


SCHEDULE 5.3

SUBSIDIARIES, CAPITALIZATION AND OWNERSHIP INTERESTS


 


Subsidiaries

Borrower has no Subsidiaries.


 


Capitalization: Immediately prior to
the effective date of the Ninth Amendment, the capitalization of Borrower is as
follows:


 


	
  Common Stock:

  	
   

  	
  Authorized
  Number of Shares: 

  	
   

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
  Outstanding
  Number of Shares:

  	
   

  	
  9,002,101

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preferred Stock:

  	
   

  	
  Authorized
  Number of Shares:

  	
   

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outstanding
  Number of Shares of Series C Convertible Preferred Stock: 

  	
   

  	
  552,500 

  	
   

  
	
   

  	
   

  	
  Outstanding
  Number of Shares of Series D Convertible Preferred Stock:

  	
   

  	
  97,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Number of
  Outstanding Shares of Preferred Stock

  	
   

  	
  650,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warrants:

  	
   

  	
  Total Shares of
  Common Stock of the Borrower Issuable Upon Exercise of Warrants

  	
   

  	
  1,115,962

  	
   

  



 


Directors of Borrower


 


Charles E. Bergeron 

Barry E. Krantz

Richard L. Mazer

Scott C. Wallace

Paul F. Wenner


 





















 


SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT


 


The following
table sets forth, as of December 31, 2004, certain information furnished to
Borrower with respect to beneficial ownership of the Borrower’s common stock
and preferred stock by (i) each Director and Director nominee, (ii) the
executive officers of the Borrower, (iii) all persons known by the Borrower to
be beneficial owners of 5% or more of our outstanding common stock or preferred
stock, and (iv) all executive officers and Directors as a group.  Unless otherwise indicated below, the address
of each person listed below is 15615 Alton Parkway, Suite 350, Irvine,
California 92618.


 


	
   

  	
   

  	
  Amount and Nature of Beneficial Ownership (A)

  	
   

  
	
  Name and Address of Beneficial
  Owner

  	
   

  	
  Shares of

  Common

  Stock (B)

  	
   

  	
  Percentage

  of

  Class

  	
   

  	
  Shares of

  Preferred

  Stock

  	
   

  	
  Percentage

  of

  Class

  	
   

  
	
  Annex Capital Management LLC (C)

  1301 Avenue of the Americas

  New York, New York 10019-6163

  	
   

  	
  2,287,835

  	
   

  	
  20.3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alexander P. Coleman
  (C)

  	
   

  	
  2,307,335

  	
   

  	
  20.4

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gruber &
  McBaine Capital Management LLC (D)

  50 Osgood Place, Penthouse

  San Francisco, California 94133

  	
   

  	
  1,659,185

  	
   

  	
  18.2

  	
  %

  	
  15,000

  	
   

  	
  2.3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rosewood Capital III,
  L.P. (E)

  One Maritime Plaza, Suite 1330

  San Francisco, California 94111

  	
   

  	
  1,459,238

  	
   

  	
  14.0

  	
  %

  	
  206,000

  	
   

  	
  31.7

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paul F. Wenner

  	
   

  	
  1,344,180

  	
   

  	
  13.5

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Farallon Partners,
  L.L.C. (F)

  One Maritime Plaza, Suite 1325 

  San Francisco, California 94111

  	
   

  	
  1,012,233

  	
   

  	
  10.1

  	
  %

  	
  142,000

  	
   

  	
  21.8

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Farallon Capital Management, L.L.C. (F)

  One Maritime Plaza, Suite 1325 

  San Francisco, California 94111

  	
   

  	
  370,552

  	
   

  	
  4.0

  	
  %

  	
  52,000

  	
   

  	
  8.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MidOcean Capital
  Investors, L.P. (G) 

  320 Park Avenue, 17th Floor

  New York, New York 10022

  	
   

  	
  710,868

  	
   

  	
  7.3

  	
  %

  	
  100,000

  	
   

  	
  15.4

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James W. Linford (H)

  	
   

  	
  269,834

  	
   

  	
  2.9

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scott C. Wallace (I)

  	
   

  	
  156,244

  	
   

  	
  1.7

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard L. Mazer

  	
   

  	
  62,500

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert T.
  Trebing, Jr.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Charles E. Bergeron

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barry E. Krantz

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All current executive officers and Directors as a
  group (8 persons)(J)

  	
   

  	
  4,140,093

  	
   

  	
  32.7

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  



 










*Less than one percent


 





















 


(A)      Applicable percentage of ownership is based on 9,002,101 shares of
common stock and 650,000 shares of preferred stock outstanding as of December 31,
2004.  Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission
(the “SEC”), and is based on voting and investment power with respect to
shares.  Shares of common stock subject
to options, warrants or other convertible securities that are exercisable
currently or within 60 days after December 31, 2004 are deemed outstanding
for purposes of computing the percentage ownership of the person or group
holding such options, warrants or convertible securities, but are not deemed
outstanding for computing the percentage of any other person.  Unless otherwise indicated, to the best of
our knowledge, each of the persons named above has sole voting and investment
power with respect to all shares shown as being beneficially owned by them.


 


(B)        Includes shares of common stock subject to options exercisable within 60
days after December 31, 2004 as follows:


 


	
  Name

  	
   

  	
  Number of Options

  	
   

  
	
  Mr. Wenner

  	
   

  	
  953,000

  	
   

  
	
  Mr. Linford

  	
   

  	
  207,420

  	
   

  
	
  Mr. Wallace

  	
   

  	
  150,000

  	
   

  
	
  Mr. Coleman

  	
   

  	
  19,500

  	
   

  
	
  Mr. Mazer

  	
   

  	
  50,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  All
  current executive officers and Directors as a group

  	
   

  	
  1,380,420

  	
   

  



 


(C)        Includes 1,729,854 shares of common stock that Annex has the right to acquire
upon conversion of the Convertible Notes. 
The conversion price was $9.78 as of December 31, 2004.  Also includes warrants to purchase 557,981
shares of our common stock.  Mr. Coleman
is an Authorized Person and Managing Investment Partner for Annex.  Mr. Coleman disclaims beneficial
ownership of all shares owned by Annex.


 


(D)       Gruber & McBaine Capital Management, LLC (“GMCM”), has shared
voting and dispositive power with respect to 1,503,685 shares of common stock.
Jon D. Gruber and J. Patterson McBaine are the managers of GMCM, an
investment adviser, and Thomas O. Lloyd-Butler is a member of GMCM.  Mr. Gruber has sole voting and
dispositive power as to 116,850 shares of common stock and Mr. McBaine has
sole voting and dispositive power as to 155,500 shares of common stock. Also
includes 15,000 shares of preferred stock (convertible into 93,754 shares of
common stock) which GMCM and its affiliates either own or with respect to which
they have voting or dispositive power and warrants to purchase 12,877 shares of
common stock issued to GMCM and its affiliates.


 


(E)         Includes 1,287,552 shares of common stock issuable upon conversion of
206,000 shares of preferred stock and warrants to purchase 171,686 shares of
common stock.


 


(F)         Each of the entities affiliated
with Farallon Partners, L.L.C. (“FPLLC”) and the accounts managed by Farallon
Capital Management, L.L.C. (“FCMLLC”), a registered investment adviser
(together such entities and accounts, “Farallon”), that acquired shares of preferred stock holds such securities
directly in its own name.  In addition,
two of such entities own an aggregate of 3,700 shares of common stock.  FPLLC, as the general partner of certain of
such entities, and FCMLLC, pursuant to investment management agreements, each
may, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934
(the “Exchange Act”), be deemed to own beneficially the shares held by such
entities and accounts, as well as the shares of common stock into which the
shares of preferred stock are convertible. 
Each of FCMLLC and FPLLC, and each managing member thereof, disclaim any
beneficial ownership of such shares.  All
of the above-mentioned entities and persons disclaim group attribution.  The 142,000 and 52,000 shares of preferred
stock owned by FPLLC and FCMLLC, respectively, are convertible into 887,536 and
325,013 shares of common stock, respectively. 
Also includes warrants to purchase 121,897 shares of common stock held
by FPLLC and warrants for 44,639 shares of common stock held by FCMLLC.  The following people have shared voting and
dispositive power with respect to the Farallon shares as managing members of
FPLLC and FCMLLC: Joseph F. Downes, Enrique H. Boilini, David I. Cohen, Chan R.
Ding, William F. Duhamel, Charles E. Ellwein, Richard B. Fried, Monica R.
Landry, William F. Mellin, Stephen L. Millham, Rajiv A. Patel, Derek Schrier,
Thomas F. Steyer and Mark C. Wehrly.


 


(G)        Includes 100,000
shares of preferred stock, which are currently convertible into 625,025 shares
of common stock and warrants to purchase 85,843 shares of common stock held by
MidOcean Capital Investors, L.P. 
Ultramar Capital, Ltd., MidOcean Capital Partners, L.P, Existing Fund
GP, Ltd., MidOcean Partners, LP and MidOcean Associates, SPC may all be deemed
to be beneficial owners of the shares as a result of their direct or indirect
control relationship with MidOcean Capital Investors, L.P. MidOcean Capital
Partners, L.P. is the general partner of MidOcean Capital Investors, L.P.  Existing Fund GP, Ltd. is the general partner
of MidOcean Capital Partners, L.P. MidOcean Partners, LP is the sole owner of
Existing Fund GP, Ltd. and MidOcean Associates, SPC is the general partner of
MidOcean Partners, LP.   J. Edward Virtue
may be deemed the beneficial owner of the shares because he indirectly controls
the securities, but disclaims beneficial ownership except to the extent of his
pecuniary interest therein.


 


(H)       Includes 51,414 shares held in Mr. Linford’s
401(k) Plan account.


 


(I)            Includes
6,244 shares held in Mr. Wallace’s 401(k) Plan account.


 


(J)           Included
in the shares of common stock are the shares beneficially owned by Annex. 


 





















 


Series C
and D Convertible Preferred Stock Shareholders


 


	
  Issued To:

  	
   

  	
  Series C Convertible

  Preferred Stock – No. of

  Shares

  	
   

  	
  Series D Convertible

  Preferred Stock – No.

  of Shares

  	
   

  	
  Shares of Common

  Stock Issuable

  Upon Exercise of

  Warrants – No. of

  Shares

  	
   

  
	
  Rosewood Capital III,
  L.P.

  	
   

  	
  175,100

  	
   

  	
   

  	
  30,900

  	
   

  	
   

  	
  171,686

  	
   

  	
   

  
	
  Farallon Capital
  Partners, L.P.

  	
   

  	
  47,600

  	
   

  	
   

  	
  8,400

  	
   

  	
   

  	
  48,072

  	
   

  	
   

  
	
  Farallon Capital
  Institutional Partners, L.P.

  	
   

  	
  51,000

  	
   

  	
   

  	
  9,000

  	
   

  	
   

  	
  51,506

  	
   

  	
   

  
	
  Farallon Capital
  Institutional Partners II, L.P.

  	
   

  	
  8,500

  	
   

  	
   

  	
  1,500

  	
   

  	
   

  	
  8,584

  	
   

  	
   

  
	
  Farallon Capital
  Offshore Investors, Inc.

  	
   

  	
  44,200

  	
   

  	
   

  	
  7,800

  	
   

  	
   

  	
  44,639

  	
   

  	
   

  
	
  Farallon Capital (CP)
  Investors, L.P.

  	
   

  	
  0

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
  5,151

  	
   

  	
   

  
	
  Farallon Capital
  Institutional Partners III, L.P.

  	
   

  	
  10,200

  	
   

  	
   

  	
  1,800

  	
   

  	
   

  	
  10,301

  	
   

  	
   

  
	
  Tinicum Partners, L.P.

  	
   

  	
  3,400

  	
   

  	
   

  	
  600

  	
   

  	
   

  	
  3,434

  	
   

  	
   

  
	
  Arvin H. Kash

  	
   

  	
  4,250

  	
   

  	
   

  	
  750

  	
   

  	
   

  	
  4,292

  	
   

  	
   

  
	
  William D. Smithberg

  	
   

  	
  4,250

  	
   

  	
   

  	
  750

  	
   

  	
   

  	
  4,292

  	
   

  	
   

  
	
  Gruber &
  McBaine International

  	
   

  	
  12,750

  	
   

  	
   

  	
  2,250

  	
   

  	
   

  	
  12,877

  	
   

  	
   

  
	
  Lockheed Martin

  	
   

  	
  11,900

  	
   

  	
   

  	
  2,100

  	
   

  	
   

  	
  12,018

  	
   

  	
   

  
	
  Hamilton College

  	
   

  	
  5,100

  	
   

  	
   

  	
  900

  	
   

  	
   

  	
  5,151

  	
   

  	
   

  
	
  U.S. Development
  Capital Portfolio Company

  	
   

  	
  25,500

  	
   

  	
   

  	
  4,500

  	
   

  	
   

  	
  25,753

  	
   

  	
   

  
	
  Lagunitas Partners,
  L.P.

  	
   

  	
  38,250

  	
   

  	
   

  	
  6,750

  	
   

  	
   

  	
  38,629

  	
   

  	
   

  
	
  Midocean Capital
  Investors, L.P.

  	
   

  	
  85,000

  	
   

  	
   

  	
  15,000

  	
   

  	
   

  	
  85,843

  	
   

  	
   

  
	
  ABOP L.L.C.

  	
   

  	
  25,500

  	
   

  	
   

  	
  4,500

  	
   

  	
   

  	
  25,753

  	
   

  	
   

  
	
  Annex Holdings I LP

  	
   

  	
  0

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
  557,981

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  552,500

  	
   

  	
   

  	
  97,500

  	
   

  	
   

  	
  1,115,962

  	
   

  	
   

  



 


Borrower does not own an interest or participate or
engage in any joint ventures, partnerships, or similar arrangements with any
Person.


 





















 


SCHEDULE 5.4

PROPERTIES


 


Real Property


 


Borrower does not own any real property.  Borrower leases the following real property:


 


Office space located at 15615 Alton Parkway, Suite 350,
Irvine, California, consisting of approximately 5,161 square feet.


 


Commercial space located at Freeport Center,
Clearfield, Utah, consisting of approximately 100,000 square feet, specifically
Building number A-16, Sections G and H.


 


Warehouse space located at the Freeport Center,
Clearfield, Utah, consisting of approximately 6,400 square feet, specifically
Building number J-5 South.


 


Warehouse space located at the Freeport Center,
Clearfield, Utah, consisting of approximately 22,000 square feet, specifically
Building number A-16, Section D.


 


Personal Property


 


Borrower leases the following personal property:


 


Two Clearfield copy machines leased from IKON
Financial Services, effective June 28, 2004 for 60 months through July 28,
2009.


 


Irvine copy machine leased from IKON Financial
Services, effective April 8, 2002 for 48 months.


 


Two Crown lift trucks, Model #RC3020-30, s/n’s
1A240055 and 1A240028 with two batteries and chargers each, with one new push
pull attachment, leased by Safeco Credit Co. Inc. dba Safeline Leasing.


 


Dumpster/Compactor leased from Waste Management,
effective September 16, 2004 for 60 months.


 


Ryder van truck leased from GE Capital, effective December 1,
2004 for 12 months.


 


Two forklift batteries leased from Crown, effective July 27,
2004 for 36 months.


 


Forklift leased from CitiCapital, effective April 1,
2003 for 60 months.


 


Status of Payments and Rents


 


As of August 9, 2005, Borrower is current on all
payments, including rent, due to all landlords, warehousemen and bailees.


 





















 


SCHEDULE 5.8

TAXES CONTESTED IN GOOD FAITH


 


None.


 





















 


Schedule 5.10

Compliance with Law


 


Borrower did not timely
filed its Annual Report on Form 10-K for the fiscal year ended September 30,
2004 (“Annual Report”) and its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004 (“Quarterly Report”), as required to be
filed by Section 13 of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”).  Borrower was
required to file its Annual Report on January 13, 2005 pursuant to an
extension granted pursuant to Rule 12b-25 under the Exchange Act.  Borrower filed its Annual Report on February 18,
2005.  Borrower was required to file its
Quarterly Report on February 22, 2005 pursuant to an extension granted
pursuant to Rule 12b-25 under the Exchange Act.  Borrower filed its Quarterly Report on March 23,
2005.


 





















 


SCHEDULE 5.11

INTELLECTUAL PROPERTY


 


Attached is a list of Borrower’s trademarks and
patents.


 


Borrower has no registered copyrights.


 


Borrower’s recipes for its products and method of
producing its products are trade secrets of Borrower.  Borrower has previously delivered to Agent
copies of Borrower’s recipes and such recipes are incorporated herein by this
reference.


 


Borrower has entered into the following software
licensing agreements:


 


A.           BAAN ERP


B.             Sterling
Commerce EDI


C.             Lotus
Notes E-Mail


D.            Microsoft-
Windows 2000professional, Windows 2000 Server, SQL Server,


E.              Office
2003


F.              Maximo


G.             Microsoft
Project 2000


H.            Adaytum


I.                 ADP


J.                ABRA


K.            FAS


L.              Genesis


M.         Gentran


N.            Symantec
Norton AntiVirus Enterprises Edition


O.            R-Admin


P.              IQ-Policy


Q.            Acrobat
Reader and writer 5


R.             Roxio
CD Creator 5


S.              Spam
Sentinel


 





















 


SCHEDULE 5.15

INDEBTEDNESS; MATERIAL OBLIGATIONS


 


Outstanding Indebtedness of Borrower:


 


Second Amended and
Restated Convertible Senior Subordinated Promissory Note, as amended, in the
aggregate principal amount of $17,155,643, issued by Borrower to Annex Holdings
I LP, as successor-in-interest to Dresdner, pursuant to a Note Purchase
Agreement dated as of March 27, 1998, as amended.


 


The Borrower entered into a premium financing
arrangement with Premium Financing Specialists of California, Inc. on December 29,
2004.  The original principal amount
financed under this facility was $145,670.40, with an annual percentage rate of
5.85% and a finance charge of $3,573.72. 
The debt will be paid in nine (9) monthly payments of $16,582.68,
and the first payment was made on February 1, 2005.  The facility is secured by a lien on unearned
premiums and loss payments.


 


The Borrower entered into a premium financing
arrangement with Premium Financing Specialists of California, Inc. on April 19,
2005.  The original principal amount
financed under this facility was $300,000.00, with an annual percentage rate of
5.45% and a finance charge of $4,786.74. 
The debt will be paid in six (6) monthly payments of $50,797.79,
and the first payment was made on May 12, 2005.  The facility is secured by a lien on unearned
premiums and loss payments.


 


The premium finance arrangements described above do
not exceed $700,000 in the aggregate.


 





















 


SCHEDULE 5.16

AGREEMENTS WITH AFFILIATES


 


Employment Agreements with Scott C. Wallace, James W.
Linford, Robert T. Trebing, Jr, Lori Luke and Robert Dixon, as amended.


 


Indemnification Agreements with Borrower’s Officers
and Directors.


 


Second Amended and Restated Retention Agreements with
Scott C. Wallace, James W. Linford, Robert T. Trebing, Jr., Lori Luke and
Robert Dixon.


 


	
  Option
  Agreements with the following:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Scott C. Wallace

  	
   

  	
  Bob Dixon

  
	
  Fred Grosvenor

  	
   

  	
  Casey Schaefer

  
	
  Charles Bachrach

  	
   

  	
  Ron Geraci

  
	
  Alexander P.
  Coleman

  	
   

  	
  Olga Bitsakis

  
	
  Amy Cooper

  	
   

  	
  James W. Linford

  
	
  Jason Fish

  	
   

  	
  Maria Hansell

  
	
  Gian Fulgoni

  	
   

  	
  Mike Roberts

  
	
  Richard Mazer

  	
   

  	
  Linnae Scott

  
	
  John King

  	
   

  	
  Peter MacDonald

  
	
  Lisa Jarrell

  	
   

  	
  Scott Soliday

  
	
  Kathi Hull

  	
   

  	
  Mackenzie Walker

  
	
  Eldon Blair

  	
   

  	
  Linda Olsen

  
	
  Aaron Hatch

  	
   

  	
  Paul Wenner

  



 


Second Amended and Restated Convertible Senior
Subordinated Promissory Note, as amended, in the aggregate principal amount of
$17,155,643 issued by Borrower to Annex Holdings I LP, as successor-in-interest
to Dresdner, pursuant to a Note Purchase Agreement dated as of March 27,
1998, as amended, along with the Registration Rights Agreement, Stock Purchase
Warrant, and Warrant Agreement.


 


Stock Purchase Agreement, Investor Rights Agreement,
Stock Purchase Warrant, and Preferred Stock Purchase Agreement to which
Rosewood and Farallon (as such terms are defined in Schedule 5.3) are or
will be parties.  Rosewood and Farallon
no longer have representatives on the Board of Directors of the Borrower.


 


Preferred Stock Exchange Agreement, dated January 10,
2002, by and among the Borrower and the holders of preferred stock of the
Borrower.


 


Licensing Agreement, dated May 12, 2004, by and
between the Borrower and Paul F. Wenner, a director of the Borrower.


 


Richard L. Mazer, a director of the Borrower, is
President and Chief Operating Officer of Ventura Foods, LLC.  The Borrower purchased barbecue sauce from
Ventura Foods totaling $668,000, $735,000 and $380,000 in fiscal 2004, 2003 and
2002, respectively.  At September 30,
2004 and 2003, the Borrower owed Ventura Foods LLC $0 and $26,000,
respectively, related to purchases of the barbecue sauce.


 





















 


SCHEDULE 5.17

INSURANCE POLICIES


 


	
  Directors and
  Officers Liability Insurance

  	
   

  	
   

  	
   

  	
  Limits:

  
	
  Policy #DA021748805

  	
   

  	
   

  	
   

  	
   

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Twin City Fire
  Insurance Co

  Durham & Bates Agencies, Inc.

  April 12, 2005 to April 12, 2006

  * includes automatic extended reporting period of six years to begin as of a
  change in control as defined by the policy or the expiration of the current
  policy term, whichever is earlier.

  	
   

  	
  $10,000,000

  Claims Made

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Crime
  Coverage

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #81689777

  	
   

  	
   

  	
   

  	
  $2,000,000 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Federal
  Insurance Co

  Durham & Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  Fiduciary Limit

  

  $1,000,000 Crime ($25,000 Deductible) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $500,000

  Workplace

  Violence

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial General Liability

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #TBJZ91436501025

  	
   

  	
   

  	
   

  	
  $2,000,000 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  WAUSAU
  Underwriters Ins. Co.

  Durham & Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  Aggregate

  

  $2,000,000

  Products-Completed Ops 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $1,000,000

  Personal & Advertising 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $1,000,000 Each
  Occurrence

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $100,000Fire 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $5,000Medical

  



 





















 


	
  Commercial Property Policy 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #YU2L9L436478015

  	
   

  	
   

  	
   

  	
  $32,250,000 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Liberty Mutual
  Fire Ins. Co.

  Durham and Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  Blanket Limit-
  BI

  

  $54,880,000

  Personal Property

  

  $5,000,000

  Extra Expense 

  

  $25,000Deductible

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Automobile Policy 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #ASJZ91436501015

  	
   

  	
   

  	
   

  	
  $1,000,000 Each

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  WAUSAU
  Underwriters Ins. Co.

  Durham and Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  Accident –
  Owned, non owned, hired automobiles

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Umbrella Policy 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #THCZ91436501035

  	
   

  	
   

  	
   

  	
  $10,000,000 Each
  

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Emp. Insurance
  of WAUSAU

  Durham and Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  Occurrence

  

  $10,000,000

  Aggregate

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Excess Umbrella Policy 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #7949936

  	
   

  	
   

  	
   

  	
  $10,000,000
  excess of 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Federal
  Insurance Co.

  Durham and Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  $10,000,000

  

  Each Occurrence 

  

  $10,000,000 excess of $10,000,000

  

  Aggregate Limit

  



 





















 


	
  Commercial Product Recall Policy

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #MPT00225300 

  	
   

  	
   

  	
   

  	
  Malicious
  

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Underwriters at
  Lloyd’s, London Durham and Bates Agencies Inc. January 1, 2005 to
  January, 2006

  	
   

  	
  Tampering:

  

  $1,000,000 Recall Expenses

  

  $1,000,000

  Aggregate

  

  $55,000

  Deductible

  

  Accidental

  Product Contamination:

  

  $1,000,000 Recall Expenses

  

  $1,000,000

  Aggregate

  

  $55,000

  Deductible

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Foreign Package Policy 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #GB09400453 

  	
   

  	
   

  	
   

  	
  $2,000,000 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  St. Paul Fire
  and Marine Ins. Co. Durham and Bates Agencies Inc. January 1, 2005 to
  January 1, 2006

  	
   

  	
  Aggregate 

  

  $2,000,000

  Products &

  Complete Ops 

  

  $1,000,000

  Personal Injury

  

  $1,000,000

  Advertising 

  

  $1,000,000 Each Occurrence

  



 





















 


	
  Workers
  Compensation and Employee Liability Ins. Utah 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #2292360 

  	
   

  	
   

  	
   

  	
  $500,000 Each 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Workers
  Compensation Fund

  Blake Green

  January 1, 2005 to December 31, 2005

  	
   

  	
  Accident

  

  $500,000 Policy

  Limit

  

  $500,000 Each

  Employee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workers Compensation and Employee Liability Ins.
  Connecticut 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy #984X617-5-05

  	
   

  	
   

  	
   

  	
  $500,000 Each 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Cincinnati
  Insurance Co.

  Durham & Bates Agencies Inc.

  January 1, 2005 to January 1, 2006

  	
   

  	
  Accident 

  

  $500,000 Policy

  Limit

  

  $500,000 Each

  Employee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workers Compensation and Employee Liability Ins.
  Arizona, Colorado, Oregon, Georgia and Tennessee 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Policy # 2370651 

  	
   

  	
   

  	
   

  	
  $500,000 Each

  Accident 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Advantage
  Insurance Company

  Palmer & Cay of Georgia LLC

  January 1, 2005 to December 31, 2005

  	
   

  	
  $500,000 Policy

  Limit

  

  $500,000 Each

  Employee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workers Compensation and Employee Liability Ins.
  California and Massachusetts 

  	
   

  	
   

  	
   

  	
  Limits: 

  
	
   

  	
   

  	
   

  	
   

  	
  $1,000,000 Each 

  
	
  Policy # WC1005089 

  	
   

  	
   

  	
   

  	
  Accident 

  
	
  Coverage Provided by:

  Producer of Coverage:

  Policy Period:

  	
   

  	
  Alea North
  America Insurance

  USA Program Administrators

  January 1, 2005 to December 31, 2005

  	
   

  	
  

  $1,000,000 Policy

  Limit 

  

  $1,000,000 Each

  Employee

  



 





















 


	
  Life Insurance
  Policy 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Policy has been
  assigned to Agent pursuant to the Assignment of Life Insurance Policy, dated
  November 13, 2003. 

  
	
  Policy # 2-253-2590 

  	
   

  	
   

  	
   

  
	
  Coverage Provided by:

  	
   

  	
  Minnesota Life

  	
   

  
	
   

  
	
   

  



 





















 


SCHEDULE 5.18(A)

CORPORATE NAMES


 


Borrower uses its
corporate name, Gardenburger, Inc. 
Borrower also uses the business name “Gardenburger Incorporated” and
such name is registered as an assumed business name with the State of
Oregon.  Borrower’s previous corporate
name was “Wholesome & Hearty Foods, Inc.”  Borrower began doing business in 2002 as “Gardenburger
Authentic Foods Company.”  The name “Gardenburger
Authentic Foods Company” is registered in Utah and Orange County, California.


 





















 


SCHEDULE 5.18(B)

PLACE OF BUSINESS/CHIEF EXECUTIVE OFFICE


 


Borrower’s chief
executive office is located at 15615 Alton Parkway, Suite 350, Irvine,
California 92618.  Borrower also has
operations at the Freeport Center located in Clearfield, Utah.


 





















 


Schedule 6.8

Post-Closing Requirements


 


1.             On
or before March 11, 2002, Borrower shall deliver to Agent a complete copy
of all insurance policies of Borrower, in form and substance acceptable to
Agent and containing all endorsements as required by Agent.


 


2.             On
or before April 10, 2002, Borrower shall deliver to Agent on original life
insurance policy on the life of Scott C. Wallace in the amount of $1,000,000
and providing for Agent as the sole beneficiary under such policy, together
with a Collateral Assignment of Life Insurance Policy, all in form and
substance satisfactory to Agent.  The
proceeds of such Life Insurance Policy shall be applied as a prepayment on the
Loans in accordance with Section 2.11.


 


3.             On
or before February 9, 2002, Borrower shall deliver to Agent a mortgagee
title insurance policy on the Leasehold Property in form and substance and from
a title insurer reasonably acceptable to Agent.


 


4.             On
or before March 11, 2002, Borrower shall deliver to Agent, each in form
and substance satisfactory to Agent, any and all property as-built A.L.T.A.
surveys, environmental reports and other third party reports as Agent shall
deem necessary or appropriate in connection with the Leasehold Property.


 


5.             On
or before January 20, 2002, Borrower shall deliver to Agent a cancelled
copy of each promissory note or lease payable to Wells Fargo Bank or Bank of
America, or their affiliates (other than indebtedness evidencing the $400,000
Letter of Credit issued by Wells Fargo Bank).


 


6.             On
or before April 10, 2002, Borrower shall deliver to Agent Landlord Waivers
and Consents for the following locations where Borrower maintains Inventory, or
such locations shall otherwise be in compliance with Section 6.1(d):


 


(a)                                  US
Growers location;


 


(b)                                 Interstate
location; and


 


(c)                                  Henderson
location.


 


7.             On
or before February 9, 2002, Borrower shall deliver to Agent a Landlord
Waiver and Consent for 1411 S.W. Morrison Street, Suite 400, Portland,
Oregon.


 


8.             On
or before March 11, 2002, Borrower shall deliver to Agent bank agency and
control agreements, in form and substance acceptable to Agent (“Control Agreement”), for each Deposit
Account, securities account and money market account owned by Borrower; provided,
however the Control Agreement for Borrower’s Account No. 1/2801100538
with Bank of America, and Account No. 880613 with Nations Fund shall be
delivered to Agent on or before February 9, 2002; further, provided,
however, that Borrower shall not be required to deliver any such Control
Agreement for such accounts which total in the aggregate less than $25,000.


 





















 


9.             On
or before January 20, 2002, Borrower shall deliver to Agent evidence of
termination of the following Liens:


 


(a)                                  UCC-1
#407361 filed with the Oregon Secretary of State (BA Leasing);


 


(b)                                 UCC-1
#428385 filed with the Oregon Secretary of State (BA Leasing);


 


(c)                                  UCC-1
#433129 filed with the Oregon Secretary of State (BA Leasing;


 


(d)                                 UCC-1
#493795 filed with the Oregon Secretary of State (Wells Fargo Business Credit);


 


(e)                                  UCC-1
#98107624 filed in Multnomah County Oregon (BA Leasing);


 


(f)                                    UCC-1
#2000-021809 filed in Multnomah County Oregon (Wells Fargo Business Credit);


 


(g)                                 UCC-1
#98-591893 filed with the Utah Secretary of State (BA Leasing);


 


(h)                                 UCC-1
#98-604444 filed with the Utah Secretary of State (Wells Fargo Business
Credit);


 


(i)                                     UCC-1
#98-614715 filed with the Utah Secretary of State (BA Leasing);


 


(j)                                     UCC-1
#99-665190 filed with the Utah Secretary of State (Wells Fargo Business
Credit);


 


(k)                                  UCC-1
#1438530 filed in Davis County Utah (BA Leasing);


 


(l)                                     UCC-1
#1438531 filed in Davis County Utah (BA Leasing);


 


(m)                               UCC-1
#1462340 filed in Davis County Utah (BA Leasing);


 


(n)                                 UCC-1
#1575401 filed in Davis County Utah (Wells Fargo Business Credit);


 


10.           On
or before February 9, 2002, Borrower shall deliver to Agent evidence of
termination of any mortgage or deed of trust on assets of Borrower in Oregon.


 





















 


Schedule 7.2

Permitted Indebtedness


 


Second Amended and Restated Convertible Senior
Subordinated Promissory Note, as amended, in the aggregate principal amount of
$17,155,643, issued by Borrower to Annex Holdings I LP, as
successor-in-interest to Dresdner, pursuant to a Note Purchase Agreement dated
as of March 27, 1998, as amended.


 





















 


Schedule 7.3

Permitted Liens


 


UCC Financing Statement Number 01-719425 filed with
the Utah Secretary of State on June 28, 2001, for two Crown lift trucks,
Model #RC3020-30, s/n’s 1A240055 and 1A240028 with two batteries and chargers
each, with one new push pull attachment, leased by Safeco Credit Co. Inc. dba
Safeline Leasing.


 


UCC Financing Statement Number 557565 filed with the
Oregon Secretary of State on June 29, 2001, for two Crown lift trucks,
Model #RC3020-30, s/n’s 1A240055 and 1A240028 with two batteries and chargers each,
with one new push pull attachment, leased by Safeco Credit Co. Inc. dba
Safeline Leasing.


 


UCC Financing Statement Number 618801 filed with the
Oregon Secretary of State on April 22, 2003 covering 42 inch forks and
sideshifter, filed by Citicorp Del Lease, Inc.


 


UCC Financing Statement Number 6682177 filed with the
Oregon Secretary of State on September 2, 2004 covering GBC batteries,
filed by Crown Credit Company.


 





















 


GARDENBURGER TRADEMARK AND PATENT LIST


 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CLASSIC GREEK  GARDENBURGER

  	
   

  	
  14703-0025/

  	
   

  	
  Dropped

  	
   

  	
  75/427,187

  	
   

  	
  2,250,581

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  02-Feb-1998

  	
   

  	
  01-Jun-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN (Paul Wenner with bow collar)

  	
   

  	
  14703-0013/

  	
   

  	
  Dropped

  	
   

  	
  75/194,219

  	
   

  	
  2,117,812

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  06-Nov-1996

  	
   

  	
  02-Dec-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN (Paul Wenner with button collar)

  	
   

  	
  14703-0014/

  	
   

  	
  Abandoned

  	
   

  	
  75/417,859

  	
   

  	
  2,204,095

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  14-Jan-1998

  	
   

  	
  17-Nov-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EAT POSITIVE

  	
   

  	
  14703-0024/

  	
   

  	
  Registered

  	
   

  	
  76/397,857

  	
   

  	
  2,782,906

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  18-Apr-2002

  	
   

  	
  11-Nov-2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EATING GOOD JUST GOT GREAT

  	
   

  	
  14703-0023/

  	
   

  	
  Registered

  	
   

  	
  75/298,680

  	
   

  	
  2,191,566

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  27-May-1997

  	
   

  	
  22-Sep-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRE ROASTED VEGETABLE GARDENBURGER

  	
   

  	
  14703-0022/

  	
   

  	
  Abandoned

  	
   

  	
  75/427,258

  	
   

  	
  2,250,582

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  02-Feb-1998

  	
   

  	
  01-Jun-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  920189

  	
   

  	
  638438

  
	
   

  	
   

  	
  Benelux

  	
   

  	
   

  	
   

  	
  24-Jul-1998

  	
   

  	
  24-Jul-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN

  	
   

  	
   

  	
   

  	
  Filed

  	
   

  	
  9800090764

  	
   

  	
   

  
	
   

  	
   

  	
  China

  	
   

  	
   

  	
   

  	
  10-Aug-/1998

  	
   

  	
   

  



 


1





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  39842164.1

  	
   

  	
  27-Jul-1998

  
	
   

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
  39842164

  	
   

  	
  9-Nov-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN

  	
   

  	
  14703-0054/

  	
   

  	
  Registered

  	
   

  	
  98067256

  	
   

  	
  235562

  
	
   

  	
   

  	
  Colombia

  	
   

  	
  29 Int.

  	
   

  	
  13-Nov-1998

  	
   

  	
  04-May-2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN

  	
   

  	
  14703-0054/

  	
   

  	
  Registered

  	
   

  	
  458.660

  	
   

  	
  458.660

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
  029 Nat.

  	
   

  	
  10-Aug-1998

  	
   

  	
  10-Feb-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN BURGER

  	
   

  	
  14703-0050/

  	
   

  	
  Registered

  	
   

  	
  223974

  	
   

  	
  522,327

  
	
   

  	
   

  	
  Mexico

  	
   

  	
  29 Int.

  	
   

  	
  08-Feb-1995

  	
   

  	
  08-Feb-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN VEGGIE PATTIES

  	
   

  	
   

  	
   

  	
  Proposed

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Australia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN VEGGIE PATTIES

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  917.768

  	
   

  	
  636.706

  
	
   

  	
   

  	
  Benelux

  	
   

  	
   

  	
   

  	
  15-Jun-1998

  	
   

  	
  15-Jun-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN VEGGIE PATTIES

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  39832935.4

  	
   

  	
  39832935

  
	
   

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
  30-Jun-1998

  	
   

  	
  5-Oct-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN VEGGIE PATTIES

  	
   

  	
  14703-0021/

  	
   

  	
  Registered

  	
   

  	
  335,882

  	
   

  	
  612,176

  
	
   

  	
   

  	
  Mexico

  	
   

  	
  029 Nat.

  	
   

  	
  11-Jun-1998

  	
   

  	
  11-Jun-1998

  



 


2





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDEN VEGGIE PATTIES

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  2169739

  	
   

  	
  2169739

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
   

  	
   

  	
  17-Jun-1998

  	
   

  	
  17-Jun-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBACON

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75862736

  	
   

  	
   

  
	
   

  	
   

  	
  United States

  	
   

  	
   

  	
   

  	
  2-Dec-1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBITES

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75395861

  	
   

  	
   

  
	
   

  	
   

  	
  United States

  	
   

  	
   

  	
   

  	
  25-Nov-1997

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  2,048,584

  	
   

  	
  1,748,665

  
	
   

  	
   

  	
  Argentina

  	
   

  	
  029 Nat.

  	
   

  	
  12-Sep-1996

  	
   

  	
  17-Aug-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  617802

  	
   

  	
  617802

  
	
   

  	
   

  	
  Australia

  	
   

  	
  029 Nat.

  	
   

  	
  06-Dec-1993

  	
   

  	
  23-Jan-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  820762270

  	
   

  	
  820762270

  
	
   

  	
   

  	
  Brazil

  	
   

  	
  029 Nat.

  	
   

  	
  21-May-1998

  	
   

  	
  31-Oct-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  739,701

  	
   

  	
  451,483

  
	
   

  	
   

  	
  Canada

  	
   

  	
  22-Oct-1993

  	
   

  	
  08-Dec-1995

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  960112688

  	
   

  	
  1134925

  
	
   

  	
   

  	
  China (Peoples Republic)

  	
   

  	
  029 Nat.

  	
   

  	
  09-Oct-1996

  	
   

  	
  14-Dec-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  97/041,592

  	
   

  	
  222.614

  
	
   

  	
   

  	
  Colombia

  	
   

  	
  029 Nat.

  	
   

  	
  13-Nov-1998

  	
   

  	
  11-Nov-1999

  



 


3





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  W45 344/29Wz

  	
   

  	
  2 093 593

  
	
   

  	
   

  	
  Germany

  	
   

  	
  029 Nat.

  	
   

  	
  16-Dec-1993

  	
   

  	
  24-Mar-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  102,444/1996

  	
   

  	
  4344076

  
	
   

  	
   

  	
  Japan

  	
   

  	
  029 Nat.

  	
   

  	
  12-Sep-1996

  	
   

  	
  17-Dec-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  224,654

  	
   

  	
  637,897

  
	
   

  	
   

  	
  Mexico

  	
   

  	
  029 Nat.

  	
   

  	
  16-Feb-1995

  	
   

  	
  16-Feb-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  1997.9150

  	
   

  	
  192.224

  
	
   

  	
   

  	
  Norway

  	
   

  	
  029 Nat.

  	
   

  	
  03-Nov-1997

  	
   

  	
  20-Aug-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  113726

  	
   

  	
  41996113726

  
	
   

  	
   

  	
  Philippines

  	
   

  	
  029 Nat.

  	
   

  	
  07-Feb-1997

  	
   

  	
  04-Sep-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  Korea

  	
   

  	
  Filed

  	
   

  	
  2005-22344

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  18-May-2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
   

  	
   

  	
  Filed

  	
   

  	
  0007033

  	
   

  	
   

  
	
   

  	
   

  	
  South Korea

  	
   

  	
   

  	
   

  	
  26-Feb-2001

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  1923/1994.0

  	
   

  	
  420.474

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
  029 Nat.

  	
   

  	
  17-Mar-1994

  	
   

  	
  17-Mar-1994

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
   

  	
   

  	
  Published

  	
   

  	
  320.591

  	
   

  	
   

  
	
   

  	
   

  	
  Thailand

  	
   

  	
   

  	
   

  	
  25-Oct-1996

  	
   

  	
   

  



 


4





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  90003941

  	
   

  	
  977,866

  
	
   

  	
   

  	
  Taiwan

  	
   

  	
  029 Nat.

  	
   

  	
  12-Feb-2001

  	
   

  	
  16-Dec-2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  1355671

  	
   

  	
  1355671

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
  029 Nat.

  	
   

  	
  23-Aug-1988

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
  14703-0032/

  	
   

  	
  Registered

  	
   

  	
  73/578,285

  	
   

  	
  1,409,666

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  17-Jan-1986

  	
   

  	
  16-Sep-1986

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER

  	
   

  	
   

  	
   

  	
  Published

  	
   

  	
  4343/98

  	
   

  	
   

  
	
   

  	
   

  	
  Venezuela

  	
   

  	
   

  	
   

  	
  12-Mar-1998

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER & DESIGN (Garden)

  	
   

  	
  14703-0028/

  	
   

  	
  Registered

  	
   

  	
  96.012.218

  	
   

  	
  189639

  
	
   

  	
   

  	
  Colombia

  	
   

  	
  029 Nat.

  	
   

  	
  25-Sep-1996

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER (Stake Design)

  	
   

  	
  14703-0027/

  	
   

  	
  Registered

  	
   

  	
  75/194,220

  	
   

  	
  2,103,545

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  06-Nov-1996

  	
   

  	
  07-Oct-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER (Stylized/Curved)

  	
   

  	
  14703-0030/

  	
   

  	
  Registered

  	
   

  	
  075120

  	
   

  	
  528415

  
	
   

  	
   

  	
  Benelux

  	
   

  	
  029 Nat.

  	
   

  	
  04-Mar-1993

  	
   

  	
  04-Mar-1993

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER (Stylized/Curved)

  	
   

  	
  14703-0030/

  	
   

  	
  Registered

  	
   

  	
  92.413.599

  	
   

  	
  92/413.599

  
	
   

  	
   

  	
  France

  	
   

  	
  029 Nat., 030 Nat.,

  	
   

  	
  03-Apr-1992

  	
   

  	
  03-Apr-2002

  
	
   

  	
   

  	
  042 Nat., 043 Nat.,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER (Stylized/Straight)

  	
   

  	
  14703-0029/

  	
   

  	
  Registered

  	
   

  	
  75/183,493

  	
   

  	
  2,103,410

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  17-Oct-1996

  	
   

  	
  07-Oct-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER CLASSIC GREEK

  	
   

  	
  14703-0037/

  	
   

  	
  Dropped

  	
   

  	
  75/427,357

  	
   

  	
  2,250,583

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  02-Feb-1998

  	
   

  	
  01-Jun-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER BITES

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/491,948

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  29

  	
   

  	
  5/28/1998

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER CRUMBLES

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/862,902

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029

  	
   

  	
  2-Dec-1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ENTREES

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/852,934

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029

  	
   

  	
  2-Dec-1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER FIRE ROASTED VEGETABLE

  	
   

  	
  14703-0036/

  	
   

  	
  Registered

  	
   

  	
  886,417

  	
   

  	
  549,340

  
	
   

  	
   

  	
  Canada

  	
   

  	
  04-Aug-1998

  	
   

  	
  06-Aug-2001

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER FIRE ROASTED VEGETABLE

  	
   

  	
  14703-0036/

  	
   

  	
  Registered

  	
   

  	
  75/427,576

  	
   

  	
  2,250,585

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  02-Feb-1998

  	
   

  	
  01-Jun-1999

  



 


6





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER FLAME GRILLED

  	
   

  	
  14703-0035/

  	
   

  	
  Registered

  	
   

  	
  76/020,349

  	
   

  	
  2,457,162

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  07-Apr-2000

  	
   

  	
  05-Jun-2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER HAMBURGER CLASSIC

  	
   

  	
  14703-0034/

  	
   

  	
  Registered

  	
   

  	
  78/005,808

  	
   

  	
  2,433,717

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  26-Apr-2000

  	
   

  	
  06-Mar-2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER HAMBURGER STYLE

  	
   

  	
  14703-0033/

  	
   

  	
  Registered

  	
   

  	
  886,415

  	
   

  	
  549,341

  
	
   

  	
   

  	
  Canada

  	
   

  	
  04-Aug-1988

  	
   

  	
  06-Aug-2001

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER HAMBURGER STYLE

  	
   

  	
   

  	
   

  	
  Cancelled

  	
   

  	
  75/150,746

  	
   

  	
  2,143,484

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029

  	
   

  	
  14-Aug-1996

  	
   

  	
  10-Mar-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER MEATLESS MEATBALLS

  	
   

  	
   

  	
   

  	
  Proposed (not filed)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ORGANICS

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/862,607

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
  2-Dec-1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER PIZZA

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/749,526

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
  13-Jul-1999

  	
   

  	
   

  



 


7





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER RIBLETS (stylized letters)

  	
   

  	
   

  	
   

  	
  (Cancelled)

  	
   

  	
  76/264,005

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
  29-May-2001

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER SANTA FE

  	
   

  	
  14703-0042/

  	
   

  	
  Registered

  	
   

  	
  75/608,051

  	
   

  	
  2,409,330

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  18-Dec-1998

  	
   

  	
  28-Nov-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER SAVORY MUSHROOM

  	
   

  	
  14703-0041/

  	
   

  	
  Abandoned

  	
   

  	
  75/427,493

  	
   

  	
  2,284,033

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  02-Feb-1998

  	
   

  	
  05-Oct-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER SUB

  	
   

  	
   

  	
   

  	
  Cancelled

  	
   

  	
  74/697,810

  	
   

  	
  2,002,637

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  030

  	
   

  	
  6-Jul-1995

  	
   

  	
  24-Sep-1996

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGETARIAN PRODUCTS (Stylized)

  	
   

  	
  14703-0040/

  	
   

  	
  Registered

  	
   

  	
  92/414.200

  	
   

  	
  92/414.200

  
	
   

  	
   

  	
  France

  	
   

  	
  029 Nat., 030 Nat.,

  	
   

  	
  04-Aug-1992

  	
   

  	
  08-Apr-2002

  
	
   

  	
   

  	
  042 Nat.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGGIE MEDLEY

  	
   

  	
  14703-0039/

  	
   

  	
  Registered

  	
   

  	
  826,492

  	
   

  	
  512,872

  
	
   

  	
   

  	
  Canada

  	
   

  	
  21-Oct-1996

  	
   

  	
  15-Jul-1999

  	
   

  	
   

  



 


8





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGGIE MEDLEY

  	
   

  	
  14703-0039/

  	
   

  	
  Registered

  	
   

  	
  75/164,888

  	
   

  	
  2,145,861

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  11-Sep-1996

  	
   

  	
  24-Mar-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGGIE MEDLEY (block & stylized
  letters)

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  2116300

  	
   

  	
  2116300

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
   

  	
   

  	
  21-Nov-1996

  	
   

  	
  21-Nov-1996

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGGIE MEDLEY

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  39647884

  	
   

  	
  39647884

  
	
   

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
  5-Nov-1996

  	
   

  	
  6-Feb-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGGIE MEDLEY

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  59/1997

  	
   

  	
  443,450

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
   

  	
   

  	
  7-Jan-1997

  	
   

  	
  7-Jan-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER VEGGIE VEGAN

  	
   

  	
  14703-0038/

  	
   

  	
  Registered

  	
   

  	
  78/009,504

  	
   

  	
  2,431,878

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  23-May-2000

  	
   

  	
  27-Feb-2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER WHOLESOME AND HEARTY FOODS and Design

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  B135678

  	
   

  	
  135678

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
   

  	
   

  	
  23-Aug-1988

  	
   

  	
  23-Aug-1988

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ZESTY BEAN

  	
   

  	
  14703-0047/

  	
   

  	
  Registered

  	
   

  	
  826,493

  	
   

  	
  512,871

  
	
   

  	
   

  	
  Canada

  	
   

  	
  21-Oct-1996

  	
   

  	
  15-Jul-1999

  	
   

  	
   

  



 


9





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ZESTY BEAN

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  39647938

  	
   

  	
  39647938

  
	
   

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
  5-Nov-1996

  	
   

  	
  1/16/1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ZESTY BEAN

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  60/1997

  	
   

  	
  444,813

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
   

  	
   

  	
  7-Jan-1997

  	
   

  	
  27-Aug-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ZESTY BEAN (block & stylized
  letters)

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  2116299

  	
   

  	
  2116299

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
   

  	
   

  	
  21-Nov-1996

  	
   

  	
  21-Nov-1996

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENBURGER ZESTY BEAN

  	
   

  	
   

  	
   

  	
  Cancelled

  	
   

  	
  75/169,169

  	
   

  	
  2,145,876

  
	
   

  	
   

  	
  United States

  	
   

  	
   

  	
   

  	
  20-Sep-1996

  	
   

  	
  24-Mar-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENCHEF PAUL WENNER

  	
   

  	
  14703-0046/

  	
   

  	
  Registered

  	
   

  	
  75/183,492

  	
   

  	
  2,608,349

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  17-Oct-1996

  	
   

  	
  20-Aug-2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENMEXI

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  93490991

  	
   

  	
  93490991

  
	
   

  	
   

  	
  France

  	
   

  	
  029

  	
   

  	
  5-Nov-1993

  	
   

  	
  5-Nov-1993

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENMEXI

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  74/403,769

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029

  	
   

  	
  17-Jun-1993

  	
   

  	
   

  



 


10





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENNUGGETS

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/392,762

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
  19-Nov-1997

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENSAUSAGE

  	
   

  	
  14703-0045/

  	
   

  	
  Registered

  	
   

  	
  739,700

  	
   

  	
  484,665

  
	
   

  	
   

  	
  Canada

  	
   

  	
  22-Oct-1993

  	
   

  	
  27-Oct-1997

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENSAUSAGE

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  93490994

  	
   

  	
  93490994

  
	
   

  	
   

  	
  France

  	
   

  	
  029

  	
   

  	
  5-Nov-1993

  	
   

  	
  5-Nov-1993

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENSAUSAGE

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  W45344/30Wz

  	
   

  	
  2902666

  
	
   

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
  16-Dec-1993

  	
   

  	
  7-Mar-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENSAUSAGE

  	
   

  	
  14703-0045/

  	
   

  	
  Registered

  	
   

  	
  74/403,771

  	
   

  	
  1,987,820

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  17-Jun-1993

  	
   

  	
  23-Jul-1996

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENSTEAK

  	
   

  	
   

  	
   

  	
  Cancelled

  	
   

  	
  74/403,772

  	
   

  	
  2,082,694

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
  17-Jun-1993

  	
   

  	
  29-Jul-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENVEGAN

  	
   

  	
  14703-0043/

  	
   

  	
  Registered

  	
   

  	
  75/345,104

  	
   

  	
  2,182,470

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  22-Aug-1997

  	
   

  	
  18-Aug-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENVEGGIE

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  93490995

  	
   

  	
  93490995

  
	
   

  	
   

  	
  France

  	
   

  	
  029

  	
   

  	
  5-Nov-1993

  	
   

  	
  5-Nov-1993

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENVEGGIE

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  74/403,770

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029

  	
   

  	
  17-Jun-1993

  	
   

  	
   

  



 


11





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GARDENWRAP

  	
   

  	
  United States of America

  	
   

  	
  Abandoned

  	
   

  	
  78/033,592

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  029

  	
   

  	
  2-Nov-2000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HAMBURGER STYLE GARDENBURGER

  	
   

  	
  14703-0018/

  	
   

  	
  Registered

  	
   

  	
  75/439,758

  	
   

  	
  2,214,768

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  24-Feb-1998

  	
   

  	
  29-Dec-1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HEARTYBURGER

  	
   

  	
  14703-0017/

  	
   

  	
  Abandoned

  	
   

  	
  75/370,746

  	
   

  	
  2,224,839

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  09-Oct-1997

  	
   

  	
  16-Feb-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIFEBURGER

  	
   

  	
  14703-0016/

  	
   

  	
  Registered

  	
   

  	
  75/657,069

  	
   

  	
  2,400,907

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  10-Mar-1999

  	
   

  	
  31-Oct-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW YEAR’S RESOLUTION SOLUTION

  	
   

  	
  14703-0015/

  	
   

  	
  Abandoned

  	
   

  	
  75/273,214

  	
   

  	
  2,257,669

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  11-Apr-1997

  	
   

  	
  29-Jun-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Opposition against GARDENBURGER & Device

  	
   

  	
  14703-0055/

  	
   

  	
  Unfiled

  	
   

  	
  820182117

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  38.60 Nat.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SANTA FE GARDENBURGER

  	
   

  	
  14703-0012/

  	
   

  	
  Registered

  	
   

  	
  75/608,052

  	
   

  	
  2,402,720

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  18-Dec-1998

  	
   

  	
  07-Nov-2000

  



 


12





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAVORY MUSHROOM GARDENBURGER

  	
   

  	
  14703-0011/

  	
   

  	
  Dropped

  	
   

  	
  75/427,437

  	
   

  	
  2,250,584

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  02-Feb-1998

  	
   

  	
  01-Jun-1999

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TAYBURN

  	
   

  	
  14703-0020/

  	
   

  	
  Registered

  	
   

  	
  75/702,476

  	
   

  	
  2,376,185

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  11-May-1999

  	
   

  	
  08-Aug-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ONLY ONE ON EARTH

  	
   

  	
   

  	
   

  	
  Registered ***

  	
   

  	
  75/332,658

  	
   

  	
  2,165,961

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029

  	
   

  	
  7/29/1997

  	
   

  	
  6/16/1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ORIGINAL GARDENBURGER

  	
   

  	
  14703-0019/

  	
   

  	
  Registered

  	
   

  	
  75/774,537

  	
   

  	
  2,348,813

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  029 Nat.

  	
   

  	
  12-Aug-1999

  	
   

  	
  09-May-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VEGGIEPRIME

  	
   

  	
   

  	
   

  	
  Abandoned

  	
   

  	
  75/325,908

  	
   

  	
   

  
	
   

  	
   

  	
  United States of America

  	
   

  	
   

  	
   

  	
  10-Jul-1997

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME & HEARTY

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  93495459

  	
   

  	
  93495459

  
	
   

  	
   

  	
  France

  	
   

  	
   

  	
   

  	
  7-Dec-1993

  	
   

  	
  7-Dec-1993

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME AND HEARTY & Design

  	
   

  	
  14703-0049/

  	
   

  	
  Registered

  	
   

  	
  739,712

  	
   

  	
  464,798

  
	
   

  	
   

  	
  Canada

  	
   

  	
   

  	
   

  	
  22-Oct-1993

  	
   

  	
  25-Oct-1996

  



 


13





















 


	
  MARK

  	
   

  	
  CASE

  NUMBER/SUBCASE

  	
   

  	
  STATUS

  	
   

  	
  APPLICATION NO.

  	
   

  	
  REGISTRATION

  NO.

  
	
   

  	
   

  	
  COUNTRY NAME

  	
   

  	
  CLASS(ES)

  	
   

  	
  DATE

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME AND HEARTY FOODS

  	
   

  	
  14703-0051/

  	
   

  	
  Abandoned

  	
   

  	
  224,653

  	
   

  	
  556,287

  
	
   

  	
   

  	
  Mexico

  	
   

  	
   

  	
   

  	
  16-Feb-1995

  	
   

  	
  16-Feb-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME & HEARTY FOODS

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  W45345/29Wz

  	
   

  	
  2092250

  
	
   

  	
   

  	
  Germany

  	
   

  	
  029

  	
   

  	
  16-Dec-1993

  	
   

  	
  23-Feb-1995

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME & HEARTY FOODS INC. and Design
  (spoon & fork)

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  721,086

  	
   

  	
  721,086

  
	
   

  	
   

  	
  Australia

  	
   

  	
   

  	
   

  	
  4-Nov-1996

  	
   

  	
  31-Oct-1997

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME & HEARTY FOODS INC. and Design
  (spoon & fork)

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  1921/1994.7

  	
   

  	
  422760

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
  030

  	
   

  	
  17-Mar-1994

  	
   

  	
  4-Mar-1996

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WHOLESOME & HEARTY FOODS INC. and Design
  (spoon & fork)

  	
   

  	
   

  	
   

  	
  Registered

  	
   

  	
  2116301

  	
   

  	
  2116301

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
  029

  	
   

  	
  21-Nov-1996

  	
   

  	
  21-Nov-1996

  



 


PATENTS


 


	
  TITLE

  	
   

  	
  COUNTRY

  	
   

  	
  Status

  	
   

  	
  APPLICATION NO.

  	
   

  	
  FILING DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  METHOD AND
  APPARATUS FOR MAKING FLAME-GRILLED PATTIES

  	
   

  	
  United
  States of America

  	
   

  	
  Expressly
  Abandoned

  	
   

  	
  09/859,342

  	
   

  	
  16-May-2001

  



 


14