SIXTH AMENDMENT TO LOAN AGREEMENT

Exhibit 10.1

SIXTH AMENDMENT TO LOAN AGREEMENT

This SIXTH AMENDMENT TO LOAN AGREEMENT (this “ Amendment ”), dated as of July 29, 2009, is entered into by and among CASCADE CORPORATION, an Oregon corporation, (the “ Borrower ”), the several financial institutions party as of the date hereof to the Loan Amendment referred to below (collectively called the “ Lenders ” and individually called a “Lender”), and BANK OF AMERICA, N.A., as agent for itself and the Lenders (in such capacity, the “ Agent ”).

RECITALS

A. The Borrower, the Lenders and the Agent are parties to a Loan Agreement, dated as of February 28, 2003 (as amended from time to time, the “ Loan Agreement ”).

B. Pursuant to the Loan Agreement, the Lenders have extended and are continuing to extend certain credit facilities to the Borrower.

C. The Borrower, the Agent and the Lenders desire to reduce the Aggregate Commitments, as defined in the Loan Agreement, from $143,750,000 to $115,000,000, subject to an option to increase the aggregate commitments by up to $30,000,000, along with certain other modifications.

D. The Agent and Lenders are willing to amend the Loan Agreement, but only as provided, and subject to the terms and conditions contained, in this Amendment.

THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms Unless otherwise defined herein, each capitalized term used herein shall have the meaning assigned thereto in the Loan Agreement.

2. Amendment to Loan Agreement Upon the effectiveness of, and subject to the terms and conditions contained in, this Amendment:

(a) Section 1.1 (Certain Defined Terms) is hereby amended to delete the definition of “Applicable Interest Rate” and replace such definition with the following:

“‘ Applicable Interest Rate ’ means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Agent pursuant to Section 6.10(c):

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Applicable Interest Rate

Any increase or decrease in the Applicable Interest Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.10(c); provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such time as the Compliance Certificate has been delivered and the actual Pricing Level has been determined. The Applicable Interest Rate in effect from the date of this Amendment through receipt of the financial statements for the period ending July 31, 2009, and the accompanying Compliance Certificate, shall be determined based upon Pricing Level 1.”

(b) Section 1.1 is hereby amended to add the following definition:

“‘ Collateral’ means any and all assets and rights and interests in or to property of the Borrower and each of the other Subsidiary Guarantors, whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Collateral Documents.”

(c) Section 1.1 is hereby amended to add the following definition:

“‘ Collateral Documents ’ means the Security Agreement, Subsidiary Security Agreements, and all other agreements, instruments and documents now or hereafter executed and

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delivered in connection with this Agreement pursuant to which Liens are granted or purported to be granted to the Agent securing all or part of the Obligations each in form and substance satisfactory to Agent.”

(d) Section 1.1 is hereby amended to delete the definition of “Consolidated Adjusted EBITDA” and replace such definition with the following:

“‘ Consolidated Adjusted EBITDA ’ means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following to the extent deducted in calculating such Consolidated Net Income for such period: (a) Consolidated Interest Charges (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries and (c) the amount of depreciation and amortization and other non-cash expense, including goodwill impairment, derivative mark-to-market transactions, swap-related expenses, expenses related to stock-based compensation, including but not limited to stock options and stock appreciation rights, and other similar non-cash items. In addition, ‘Consolidated Adjusted EBITDA’ shall include the non-consolidated results for any Permitted Acquisition made during the subject period, as adjusted for items (a), (b) and (c) above.”

“Consolidated Adjusted EBITDA shall include the following estimated adjustments for cash restructuring and severance costs:

For covenant calculation purposes, the adjustments above shall be applied on a rolling four-quarter basis. (Therefore, the earliest adjustment for the period ending October 31, 2008 shall be incorporated in calculations made as of July 31, 2009, but shall not be used in calculations made as of October 31, 2009.) The adjustments set forth above are estimates, and they may be revised to reflect actual cash restructuring and severance costs, or the period within which such costs are actually incurred, with the consent of the Agent.

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(e) Section 1.1 is hereby amended to delete the definition of “Consolidated Interest Coverage Ratio” and replace such definition with the following:

“‘ Consolidated Fixed Charge Coverage Ratio ’ means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA, less taxes paid in cash by the Borrower and its Subsidiaries, less maintenance capital expenditures of $8,000,000, less dividends paid in cash, all for the period comprising the four prior fiscal quarters ending on such date, to (b) Consolidated Interest Charges paid in cash, plus consolidated principal payments required of Borrower and its Subsidiaries during the subject period.”

“‘During the one-year period ending July 31, 2010, this ratio shall include adjustments to Consolidated Adjusted EBITDA for cash severance and restructuring expenses.

(f) Section 1.1 is hereby amended to delete the definition of “Loan Documents” and replace with the following:

“‘ Loan Documents ’ means, collectively, this Amendment, the Loan Agreement, the Notes, the Guaranty, the Subsidiary Guarantees, the Subsidiary Security Agreements, and all other documents executed by the Borrower or any Guarantor or Subsidiary Guarantor and delivered to the Agent or the Lenders (or any one of them) in connection with the transactions contemplated by this Amendment or the Loan Agreement as the same may be amended, restated, supplemented or otherwise modified from time to time.”

(g) Section 1.1 is hereby amended to delete the definition of “Majority Lenders” and replace it with the following:

“‘ Majority Lenders ’ means, as of any date of determination, Lenders having more than two-thirds, or approximately 66.67%, of the Aggregate Commitments.”

(h) Section 1.1 is hereby amended to delete the definition of “Permitted Acquisition” and replace it with the following:

“‘ Permitted Acquisition ’ means any acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or more than fifty percent (50%) of the equity securities entitled to vote for members of the board of directors or equivalent governing body of, or a business line or a division of, any Person; provided that: (i) all Persons, assets, business lines or divisions acquired shall be in the type of business permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Section 7.7; (ii) no Default or Event of Default shall then exist or would exist

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after giving effect to such acquisition; and (iii) if so requested, the Borrower shall demonstrate to the reasonable satisfaction of the Lenders that, after giving effect to such acquisition, the Borrower will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Section 6.13, and shall maintain line of credit availability of Twenty Million Dollars ($20,000,000).”

(i) Section 1.1 is hereby amended to add the following definition:

“‘ Security Agreement ’ means the Security Agreement by and between the Borrower and the Agent dated contemporaneously with this Amendment.”

(j) Section 1.1 is hereby amended to add the following definition:

“‘ Subsidiary Guarantor ’ means all subsidiaries of Borrower, unless Agent on behalf of the Lenders expressly excludes such subsidiary from the requirement that they guarantee all obligations of Borrower.”

(k) Section 1.1 is hereby amended to add the following definition:

“‘ Subsidiary Guaranty ’ means the Subsidiary Guaranty made by a Subsidiary Guarantor in favor of the Agent and the Lenders, substantially in the form of Exhibit F .”

(l) Section 1.1 is hereby amended to add the following definition:

“‘ Subsidiary Security Agreement ’ means each security agreement executed by a Subsidiary Guarantor to secure its obligations under its Subsidiary Guaranty, substantially in the form of Exhibit G .”

(m) Section 2.1(a) (The Revolving Loans and Commitment Increase Option) is hereby amended to revise each Lender’s “Commitment Amount,” and delete the allocation of “Aggregate Commitments” between the Lenders and replace it with the following:

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(n) Section 2.1(b) is hereby deleted and replaced with the following:

“At its option at any time prior to, the Borrower may seek to increase the Aggregate Commitments by up to an aggregate amount of Thirty Million Dollars ($30,000,000) (resulting in maximum Aggregate Commitments of One Hundred Forty-Five Million Dollars ($145,000,000)) upon written notice to the Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. The Borrower may make such a request on not more than three (3) occasions in minimum increments of Five Million Dollars ($5,000,000), provided such amount is also within the limitations provided above. The Agent, subject to the consent of Borrower, which shall not be unreasonably withheld, may allocate the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Agent and the Borrower. No increase in the Aggregate Commitments shall become effective until the existing or new Lenders extending such incremental Commitment Amount and the Borrower shall have delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment Amount and agrees to assume and accept the obligations and rights of Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of an interest (or participation interest, as applicable) in all Loans and other credit exposure in respect of the Aggregate Commitments such that, after giving effect thereto, all Loans and all such other credit exposure are held ratably by the Lenders in proportion to their respective Commitments, as may be revised to accommodate the increase in the Aggregate Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and other fees. The Borrower shall make any payments under Section 2.8(e) resulting from such assignments, and shall pay the Lenders certain reasonable and customary fees. Borrower shall also pay Lenders an arrangement fee, to be determined by the Lenders at such time as the increase in Aggregate Commitments is implemented.”

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(o) Section 2.13(b) (Upfront Fee) is hereby deleted and replaced with the following with regard to this Amendment:

“Borrower shall pay to Bank of America, as Agent for the Lenders, an upfront fee in the amount of One Hundred Forty-Three Thousand Seven Hundred Fifty Dollars ($143,750), or twelve and a half (12.5) basis points as applied to the Aggregate Commitments, which shall be shared equally by the Lenders in accordance with their respective Percentage Interests. This fee, as well as an arrangement fee to be presented separately to Borrower, shall be due and payable in full at closing of this Amendment, and shall be fully earned and non-refundable when paid. Any exercise of the increase option as provided in Section 2.1(b) shall require payment of any additional agency fee required under the Fee Letter, as well as an additional upfront fee and arrangement fee to be mutually agreed upon at the time of the request by the Agent and Borrower.”

(p) Section 4.2(a) (Manner of Requesting Letters of Credit) is hereby deleted and replaced with the following:

“ Letter of Credit Requests . From time to time during the Commitment Period, Borrower may request that the L/C Issuer issue standby letters of credit for Borrower’s account or extend or renew any existing Letters of Credit. Such request will be made by delivering a written request for the issuance, extension or renewal of such a letter of credit to the L/C Issuer, not later than 12:00 noon (Seattle time) on the date a new letter of credit is to be issued or an existing letters of credit is scheduled to expire. Each such request shall be deemed to constitute a representation and warranty by Borrower that as of the date of such request the statements set forth in Article 5 hereof are true and correct and that no Default or Event of Default has occurred and is continuing or will occur as a result of issuing, extending or renewing the letter of credit. Each such request shall (1) specify the face amount of the requested Letter of Credit, (2) the proposed date of expiration, (3) the name of the intended beneficiary thereof, and (4) whether such Letter of Credit is a new standby letter of credit or an extension or renewal thereof. Each standby Letter of Credit requested hereunder shall be in a face amount such that after issuance of such letter of credit (i) the principal amount of all Revolving Loans outstanding plus the Letter of Credit Usage will not exceed the Aggregate Commitments; and (ii) the Letter of Credit Usage will not exceed Fifteen Million Dollars ($15,000,000). In addition to the foregoing, unless otherwise approved by Lenders, each Letter of Credit requested hereunder, shall have an expiration date not later than one year after the Maturity Date, or one year after the date of issuance of such Letter of Credit. However, any Letter of Credit that remains outstanding after the Maturity Date shall be secured

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by cash or deposit account balances in form and substance satisfactory to the Agent. The Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, the limitations set forth above are exceeded. In the sole discretion of L/C Issuer, L/C Issuer may issue Letters of Credit in currencies other than that of the United States of America.”

(q) Article 6 (Affirmative Covenants) is hereby amended to add the following affirmative covenant:

“ 6.15 Collateral Records . To execute and deliver promptly, and to cause the Borrower and each Subsidiary Guarantor to execute and deliver promptly, to Agent, from time to time, solely for Agent’s convenience in maintaining a record of the Collateral, such written statements and schedules as Agent may reasonably require designating, identifying or describing the Collateral. The failure by the Borrower or any Subsidiary Guarantor, however, to promptly give Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Liens on the Collateral granted pursuant to the Collateral Documents.”

(r) Sections 6.13(b) and (c) (Financial Covenants) are hereby deleted, and a new Section 7.12 is hereby added:

“ Section 7.12 Financial Covenants .

(a) Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.15:1.00 through January 30, 2010; (ii) 1.25:1.00 from January 31, 2010 through July 30, 2010; and (iii) 1.50:1.00 from July 31, 2010 and at all times thereafter.

(b) Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio to be greater than 4.00:1.00 through April 29, 2010; (ii) 3.50:1.00 from April 30, 2010 through July 30, 2010; and (iii) 3.00:1.00 as of July 31, 2010 and at all times thereafter.”

(s) Section 7.3 (Indebtedness) is hereby deleted and replaced with the following:

“The Borrower shall not, and shall cause each Subsidiary to not, create, incur or become liable for any Indebtedness except: (a) the Loans; (b) existing Indebtedness reflected on the balance sheets

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referred to in Section 5.7; (c) current accounts payable or accrued expenses incurred by the Borrower in the ordinary course of business; (d) Indebtedness permitted under Section 7.4; (e) intercompany Indebtedness owing by the Borrower or any Subsidiary to the Borrower or any other Subsidiary permitted under Section 7.6; (f) Indebtedness secured by newly purchased tangible property (whether real or personal) in an aggregate amount no greater than Ten Million Dollars ($10,000,000) outstanding at any time; and (g) additional unsecured Indebtedness, provided that the total aggregate amount of such unsecured Indebtedness including any additional amount does not exceed Ten Million Dollars ($10,000,000) at any time, and provided that Borrower remains in compliance with all covenants set forth herein.”

(t) Section 7.11(c) (Capital Stock Repurchases) is hereby deleted and replaced with the following:

“ Section 7.11(c) Capital Stock Repurchases . During the term of this Agreement, the Borrower shall not purchase or repurchase any of its capital stock, or other equity interests, including through any redemption, acquisition, cancellation or termination transaction or series of transactions.”

(u) Section 7.11(d) (Dividends) is hereby added:

“ Section 7.11(d) Dividends . During the term of this Agreement, the Borrower shall not pay dividends, or make any similar distribution to the shareholders, if such dividend or distribution would result in a breach of the Consolidated Fixed Charge Coverage Ratio.”

(v) Section 8.1(m) (Change in Control) is hereby deleted and replaced with the following:

“ Section 8.1(m) Change in Control . A Change in Control occurs without the express written consent of Agent and the Lenders. For purposes of this Section, “Change in Control” means (1) any change in the composition of Borrower’s board of directors over a period of twenty-four (24) consecutive months or less such that a majority of the board of directors ceases, by reason of one or more contested elections for board membership, to be comprised of individuals who either (A) have been members of the board continuously since the beginning of such period, or (B) have been elected or nominated for election by board members described in (A) who were still in office at the time such election or nomination was approved by the board; or (2) the sale, transfer or other

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disposition of all or substantially all of Borrower’s assets in a liquidation or dissolution of Borrower; or (3) any merger or consolidation in which equity securities of the Borrower entitled to vote for members of the board of directors of Borrower (“Voting Securities”) exceeding more than forty percent (40%) of the total amount outstanding of such Voting Securities are transferred to persons different from the persons holding those Voting Securities immediately prior to such transaction; or (4) the acquisition by a person or a group of related persons, other than Borrower or a person controlling, controlled or under common control with Borrower, of beneficial ownership (as determined pursuant to Rule 13d-3 of the Securities Exchange Act of 1934) of Voting Securities comprising more than thirty-five percent (35%) of the total of Borrower’s outstanding Voting Securities pursuant to a transaction or series of related transactions which the board of directors of Borrower does not at any time recommend that the Borrower’s shareholders accept or approve.”

(w) Article 9 (The Agent) is hereby amended to add the following Section 9.8:

“ 9.8 Collateral and Guaranty Matters . The Lenders and the L/C Issuer irrevocably authorize the Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) to confirm that the Agent does not claim a Lien or security interest in specific property leased to Borrower under a lease which Borrower certifies to Agent is an operating lease, (iv) to release or subordinate any Lien or security interest in specific property not covered elsewhere and not exceeding an aggregate value of $2,000,000 during any fiscal year, or (v) subject to Section 10.1 , if approved, authorized or ratified in writing by the Majority Lenders;

(b) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.3(f) ;

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(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder;

(d) to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Majority Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of the Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or it owned by Borrower or any Subsidiary Guarantors or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.8 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act of omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer, to the extent they are not the same parties; and

(e) act as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

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Upon request by the Agent at any time, the Majority Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.8 .

3. Representations and Warranties . The Borrower hereby represents and warrants to the Agent and the Lenders as follows:

(a) No Default or Event of Default has occurred and is continuing.

(b) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by any Person (including any Governmental Person) in order to be effective and/or enforceable. Each of this Amendment and the Loan Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it, without defense, counterclaim or offset, in accordance with its terms (subject to the waivers set forth in this Amendment), except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforceability of creditors’ rights.

(c) All representations and warranties of the Borrower contained in the Loan Agreement and the statements set forth in the recitals of this Amendment are true and correct on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), in each case, other than (i) those that would not be true and correct but for the effectiveness of this Amendment, and (ii) with respect to Section 5.16 of the Loan Agreement, as otherwise disclosed to the Agent. The Borrower has updated the schedules to the Loan Agreement in accordance with the attached schedules.

(d) The Borrower is entering into this Amendment on the basis of its own business judgment, without reliance upon the Agent, any Lender or any other Person.

4. Effective Date . This Amendment will become effective as of the date first set forth above (the “ Effective Date ”), provided that each of the following conditions precedent is satisfied on or before the Effective Date:

(a) the Agent has received, in sufficient number for each Lender, duly executed originals (or, if elected by the Agent, an executed facsimile copy, to be followed promptly by delivery of executed originals) of this Amendment, executed by the Borrower and each of the Lenders and acknowledged by the Agent, together with the Guarantor Acknowledgment and Consent attached hereto, executed by each Guarantor, and such other documentation as Agent shall reasonably require, including, but not limited to, an opinion of counsel to the Borrower and the Guarantors, resolutions authorizing the transaction described herein, officer’s certificates, and security documentation, including, but not limited to, security agreements, pledge agreements, guarantees, and other similar documentation required by the Agent and Lenders.

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(b) all of the representations and warranties contained herein (or incorporated herein by reference) are true and correct as of the Effective Date.

5. Security . The parties acknowledge that certain security documentation, including, but not limited to, opinion letters and evidence of a first priority, perfected security interest in all foreign and domestic Collateral, may not be available at closing. Borrower agrees to deliver all such items requested by Agent and Lenders, in form and substance satisfactory to Agent and Lenders in their sole discretion, not later than ninety (90) days from the date of this Agreement.

6. No Further Amendments . Other than the specific amendments of the Loan Agreement as set forth in Section 2 hereof: (i) nothing contained herein shall be deemed a waiver of any provision, or any other existing or future noncompliance with any provision, of the Loan Agreement (including the Loan Agreement as amended hereby); and (ii) all of the terms, covenants and provisions of the Loan Agreement are and shall remain in full force and effect.

7. Miscellaneous .

(a) All references in the Loan Agreement and in the other Loan Documents to the Loan Agreement shall henceforth refer to the Loan Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Loan Agreement. This Amendment is a Loan Document.

(b) This Amendment is made pursuant to Section 10.1 of the Loan Agreement and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment.

(c) This Amendment shall be governed by and construed in accordance with the law of the State of Oregon.

(d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by delivery of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Lender or the Borrower (or Guarantor) shall bind such Lender or the Borrower (or Guarantor), respectively, with the same force and effect as the delivery of a hard copy original. Any failure by the Agent to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Agent.

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(e) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Loan Agreement, respectively.

(f) Each of the provisions set forth in Section 10 of the Loan Agreement is incorporated herein by this reference and made applicable to this Amendment.

(g) The Borrower covenants to pay to or reimburse the Agent, upon demand, for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment and related documents, including any attorneys’ fees, costs and expenses incurred in connection with the security documentation described in Section 5 above.

(h) UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE .

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first written above.

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GUARANTOR ACKNOWLEDGMENT AND CONSENT

The undersigned Guarantor hereby: (i) acknowledges and consents to the terms, and the execution, delivery and performance, of the foregoing Amendment (the “ Amendment ”) (without implying the need for any such acknowledgment or consent); and (ii) represents and warrants to the Agent and the Lenders that, both before and after giving effect to the Amendment: (A) its Guaranty remains in full force and effect as an enforceable obligation of such Guarantor (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforceability of creditors’ rights), without defense, counterclaim or offset; and (B) it is in compliance with all of its covenants contained in its Guaranty and in each other Loan Document applicable to it. The undersigned further represents and warrants to the Agent and the Lenders that the execution and delivery by such Guarantor of, and the performance by such Guarantor of its obligations under, this Guarantor Acknowledgment and Consent, have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by any Person (including, without limitation, any Governmental Person) in order to be effective and/or enforceable. The undersigned remakes as of the Effective Date (as defined in the Amendment) all of the representations and warranties made by it under its Guaranty. Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in the Loan Agreement (as defined in the Amendment).

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guarantor Acknowledgment and Consent by its duly authorized officer as of July 29, 2009.