EXHIBIT 10.1

EIGHTH AMENDMENT TO

REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of February 18, 2005 (the “ Amendment ”), is entered into by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders under the Loan Agreement referenced below (“ Agent ”), the Lenders party thereto, and GARDENBURGER, INC., an Oregon corporation (“ Borrower ”).  Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement (as defined below).

WHEREAS, the 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 and a Seventh Amendment to Revolving Credit and Term Loan Agreement dated as of November 29, 2004 (as amended, supplemented, modified and/or restated from time to time, the “ Loan Agreement ”);

WHEREAS, Borrower has requested that Agent and Lenders amend the Loan Agreement and waive certain Events of Default, all as provided herein; and

WHEREAS, subject to satisfaction of the conditions set forth herein, Agent and the Lenders are willing to amend the Loan Agreement 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.  Acknowledgement of Obligations .

(a)                                   Borrower hereby acknowledges and agrees that based on the Specified Events of Default (as defined below), it is unconditionally liable to the Agent and Lenders for the full and immediate 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 and immediate 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 Events of Default constitute material defaults under the Loan Agreement and the other Loan Documents, (ii) any notices that might be given and any grace periods or cure periods which must expire, prior to Agent or Lenders exercising any of their respective rights and remedies in connection with the Loan Agreement or the other Loan Documents, have been given, complied with and expired and, in any event, are hereby waived and relinquished by Borrower, and (iii) as a consequence, Agent and Lenders are now entitled to immediately exercise all of their respective rights and remedies under the Loan Agreement and the other Loan Documents, at law or in equity, including, without limitation, their rights to declare all Obligations to be immediately due, payable, and performable, without notice, except that Agent and Lenders have agreed to waive the Specified Events of Default as provided in this Amendment.

(c)                                   Borrower further acknowledges and agrees that as a result of the Specified Events of Default, Agent and Lenders have no commitments, obligations or agreements to make loans or advances or other financial accommodations to Borrower, except that Agent and Lenders have agreed to waive the Specified Events of Default as provided in this Amendment and to continue to make loans, advances or other financial accommodations as provided in this Amendment.

SECTION 2.  Amendments .  As of the Effective Date, the Loan Agreement is amended as follows:

(a)                                   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 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

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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.”

(b)                                  The first and second sentences of Section 2.2 of the Loan Agreement shall be and are hereby amended and restated as follows:

“(a)                             All Advances under the Revolving Facility shall be evidenced by the Amended and Restated Revolving Notes in the form of Exhibit 1 to the Eighth Amendment (individually and collectively, and as the same may be amended, modified, split, divided, supplemented and/or restated from time to time, the “ Revolving Notes ”), payable to the order of each Lender in the principal amount of the Commitment of such Lender, duly executed and delivered by the Borrower, dated February 18, 2005 evidencing the aggregate indebtedness of the Borrower to the Lenders resulting from Advances, from time to time under the Revolving Facility.”

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

“2.3. Interest .  Interest on outstanding Advances under the Revolving Notes shall be payable monthly in arrears on the first day of each calendar month at an annual rate of Prime Rate plus 2.50%, except that during the Amortizing Advance Period (and thereafter to the extent that all or any portion of the Amortizing Advance Amount shall be outstanding), then interest on outstanding Advances under the Revolving Notes shall be payable monthly in arrears on the first day of each calendar month at an annual rate of Prime Rate plus 4.50%; provided , however , that notwithstanding any provision of any Loan Document, the interest on all outstanding Advances under the Revolving Notes shall not be less than 8.00%, in each case calculated on the basis of a 360-day year and for the actual number of calendar days elapsed in each interest calculation period.  Interest accrued on each Advance under the Revolving Notes 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 Obligation and termination of this Agreement.”

(d)                                  Section 2.11(c) of the Loan Agreement shall be and hereby is amended and restated as follows:

“(c)                             in addition to and notwithstanding any other provision of this Agreement or any Loan Document, until such time as the Term Loan and Obligations relating to the Term Loan are indefeasibly paid in full in cash and performed, commencing as of Borrower’s fiscal year ending September 30, 2005, seventy-five percent (75%) of Borrower’s Excess Cash Flow for each fiscal year of the Borrower shall be paid by Borrower to Agent, for the benefit of the Lenders, and shall be applied by Agent to reduce the Obligations relating to the Term Loan.  Such payments shall be made no later than thirty (30) calendar days after preparation of Borrower’s audited financial statements, but in any event not later than one hundred and twenty

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(120) calendar days after the end of the fiscal year to which such Excess Cash Flow relates.  All amounts payable pursuant to this Section 2.11(c) shall be applied to the Obligations at such time and in such manner and order as Agent shall decide in its Permitted Discretion.”

(e)                                   The following Section 3.1A shall be and is hereby added to the Loan Agreement:

“3.1A                  Amortizing Advance Fee .  On or before February 18, 2005, Borrower shall pay to Agent, for the ratable benefit of the Lenders, $25,000 in cash as a nonrefundable amortizing advance fee (the “ Amortizing Advance Fee ”).”

(f)                                     The following Section 3.7 shall be and is hereby added to the Loan Agreement:

“3.7                            Total Debt Ratio Fee .  In addition to and notwithstanding any other provision of this Agreement or any other Loan Document, commencing with the Quarterly Test Period ending September 30, 2005 and continuing for each Quarterly Test Period thereafter, Borrower shall pay to Agent, for the ratable benefit of the Lenders, the fees specified below (each installment of such fees, individually and collectively, the “ Total Debt Ratio Fee ”) if Borrower’s Total Debt Ratio for such Quarterly Test Period exceeds the ratio corresponding to such Quarterly Test Period in the table set forth below:

If an installment of the Total Debt Ratio Fee is due in accordance with the foregoing table, such installment shall be payable by Borrower to Agent, on the earlier to occur of (a) the date five (5) calendar days after the date of delivery to Agent of Borrower’s quarterly financial statements for the Quarterly Test Period to which such installment of the Total Debt Ratio Fee corresponds, and (b) the date fifty (50) calendar days after the end of such Quarterly Test Period to which such installment of the Total Debt Ratio Fee corresponds.  In furtherance of the foregoing, if Borrower fails to timely deliver to Agent any of Borrower’s financial reporting or financial statements, or any other information that is requested by Agent in its Permitted Discretion, to permit Agent to make a determination about whether any installment of the Total Debt Ratio Fee shall be due and payable, then Agent shall be entitled in its Permitted Discretion to make a good faith determination regarding whether any installment of the Total Debt Ratio Fee is in fact due and payable, and such determination(s) shall be binding on Borrower.  Notwithstanding the foregoing or anything herein to the contrary, if on the date an installment of the Total Debt Ratio Fee becomes due and payable, Borrower shall have Availability of less than $1,000,000 after

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giving effect to such installment, then to such extent and only to such extent, Borrower shall not be required to pay immediately in cash the portion of such installment of the Total Debt Ratio Fee comprising the difference between $1,000,000 and Borrower’s Availability, but instead shall be permitted to cause such portion of such installment of the Total Debt Ratio Fee to accrue and be paid in cash on or before the earlier of the date upon which the Term Loan is repaid in full in cash or is due and payable (whether by maturity, acceleration or otherwise), provided , that such accrued portion shall constitute Obligations secured by the Collateral.  Solely to illustrate the foregoing, if Borrower’s Availability is $1,150,000 as of the date upon which a $250,000 installment of the Total Debt Ratio Fee shall be due and payable, then after giving effect to such $250,000 installment Borrower would have Availability of $900,000 (i.e., less than $1,000,000), thereby requiring that $150,000 shall be immediately paid by Borrower to Agent in cash and $100,000 shall accrue and be paid by Borrower to Agent in cash on or before the earlier of the date upon which the Term Loan is repaid in full in cash or is due and payable (whether by maturity, acceleration or otherwise), provided , that such accrued portion shall constitute Obligations secured by the Collateral.”

(g)                                  Subsection (vi) of Section 6.1(c) of the Loan Agreement shall be and hereby is amended and restated as follows:

“(vi) any notice given by Borrower to any other lender of Borrower and any notice given to Borrower by any other lender of Borrower, if not otherwise received by Agent in writing, and Borrower shall furnish to Agent a copy of any and all such notice(s),”

(h)                                  The following Section 6.1(j) shall be and is hereby added to the Loan Agreement:

“(j)                                Borrower shall furnish to Agent and each Lender the following:

Rolling Thirteen-Week Cash Flow Forecast .  A weekly report, in form and substance satisfactory to Agent in its sole discretion, to be provided no later than Monday of each week, or if Monday is not a Business Day, then on the next Business Day, which sets forth (a) an updated thirteen-week cash flow projection whereby the first week shall be deleted and updated with the week immediately succeeding the last week included in the previous report; (b) a detailed reconciliation analysis of actual results compared to projected results for the prior week; and (c) a written explanation of all material variances.”

(i)                                      Section 7.11 of the Loan Agreement shall be and is hereby amended and restated as follows:

“Borrower shall not (a) make any payment, prepayment or distribution on, of or with respect to any part or all of the Subordinated Debt (in cash, in kind, in properties or securities, by set-off or otherwise, except that the holders of the Subordinated Debt may accrue payment-in-kind interest), (b) repurchase, redeem or retire any instrument evidencing the Subordinated Debt, or (c) enter into any agreement (oral or written) which could in any way be

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construed to amend, modify, alter or terminate any one or more instruments or agreements evidencing or relating to the Subordinated Debt.”

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

“ Amortizing Advance Amount ” shall mean (a) from February 18, 2005 through May 31, 2005, $500,000.00, and (b) as of June 1, 2005 and thereafter, $-0-.  Upon June 1, 2005, the Borrower shall immediately without notice or demand repay any outstanding Advances that exceed the Availability (after taking into consideration the reduction to zero dollars ($-0-) of the Amortizing Advance Amount).

“ Amortizing Advance Fee ” shall have the meaning set forth in Section 3.1A of this Agreement.

“ Amortizing Advance Period ” shall mean February 18, 2005 through and including May 31, 2005.

“ Eighth Amendment ” shall mean that certain Eighth Amendment to Revolving Credit and Term Loan Agreement dated as of February 18, 2005 among Borrower, Agent and Lenders.

(k)                                   Appendix A to the Loan Agreement shall be and is hereby amended to amend and restate the following definition in its entirety:

“ Notes ” shall mean, collectively and each individually, the Revolving Notes and the Term Note, as the same may be amended, modified, divided, split, supplemented and/or restated from time to time.

(l)                                      Appendix A to the Loan Agreement shall be and is hereby amended to delete the definition of “Applicable ECF Percentage” set forth therein in its entirety.

(m)                                Annex I (Financial Covenants) to the Loan Agreement shall be and hereby is amended and restated in its entirety as set forth on Annex I (Financial Covenants) attached hereto.

(n)                                  On or before February 18, 2005, Borrower shall pay to Agent, for the ratable benefit of the Lenders, $110,000 in cash as a nonrefundable amendment fee (the “ Eighth Amendment Fee ”).”

SECTION 3.  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 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) after giving effect to the waiver of the Specified Events

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of Default pursuant to Section 7 of this Amendment, no Default or Event of Default shall be in existence as of the date hereof; (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, including, without limitation the Amended and Restated Revolving Notes described in subsection (d) below; (d) Borrower shall have delivered to the Lenders the executed Amended and Restated Revolving Notes attached hereto as Exhibit 3(d) ; (e)(i) the holders of the Subordinated Debt and Borrower shall have executed a Seventh Amendment to Note Purchase Agreement (the “ Seventh Note Purchase Agreement Amendment ” in the form attached hereto as Exhibit 3(e) , which shall be in form and substance satisfactory to Agent, and which shall provide that until the date upon which the Obligations owed to the Agent and Lenders have been irrevocably repaid in full in cash (1) the Borrower may not make and the holder of the Subordinated Debt may not receive or retain any payment or distribution (in cash, in kind, in properties or securities, by set-off or otherwise, except that the holders of the Subordinated Debt may accrue payment-in-kind interest) in respect of the Subordinated Debt, and (2) the holders of the Subordinated Debt may not exercise any remedies or commence any action or proceeding to collect or recover any amounts due or to become due with respect to the Subordinated Debt (including, without limitation by setoff or otherwise) at any time prior to August 15, 2005; provided , however , that upon and after August 16, 2005, the holders of the Subordinated Debt shall be entitled to exercise the collection or enforcement rights