CONFIDENTIAL TREATMENT REQUESTED -- CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WAIVERAGREEMENT

1.  

So long as Borrower deposits funds in a deposit account maintained by Borrow with Bank (account number *** – the “Cash Collateral Account”) on or before

(a)  

Section 4.3(d).  Borrower’s failure to deliver in a timely manner a certificate of the chief executive officer or chief financial officer of Borrower that financial statement, delivered under Section 4.3 of the Credit Agreement were accurate and that there existed no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an Event of Default, and with supporting calculations showing compliance with financial covenants;

(b)  

Section 5.4.  Borrower’s and Third Party Obligors’ guaranteeing or becoming liable in any way as surety, endorser, accommodation endorser or otherwise for, or pledging or hypothecating any assets of Borrower or such Third Party Obligor as security for, any liabilities or obligations of Borrower’s Subsidiaries, with the principal amount of such Subsidiaries’ obligations subject hereto exceeding an aggregate of Fifty Million Dollars ($50,000,000.00) outstanding at any time; and

(c)  

Section 5.5.  Borrower’s entering into an Option Agreement, dated as of January 10, 2008, with NorSun AS pursuant to which Borrower could acquire a partial ownership interest in a joint venture company to be established by NorSun AS and its joint venture partners pursuant to the Joint Venture Agreement, of the same date, by and among such parties.

(d)  

With respect to Section 5.4 of the Credit Agreement, Bank acknowledges that Borrower and Third Party Obligors may continue to enter into guaranties in excess of the aggregate amount permitted thereunder and Bank agrees to waive

2.  

The waiver granted by Bank under Section 1(b) above (a) is limited to the specific items described above as the same existed as of the date hereof, and (b) shall continue in full force and effect only so long as (i) Borrower deposits and maintains funds in the Cash Collateral Account (which Borrower hereby agrees to do) in an amount no less than the amount of Secured Obligations, or (ii) until such time as such waiver is superseded by the parties’ agreement to amend the Credit Agreement to address the question of corporate guaranties, whichever occurs first.  Borrower hereby agrees that, effective as of and after the date hereof, the Cash Collateral Account shall secure not only the Letter of Credit Line (and all Letters of Credit issued thereunder), but also the Line of Credit (and all advances made and Subfeature Letters of Credit issued thereunder).  Section 1.5 of the Credit Agreement (“Collateral”) and the Security Agreement (Deposit Account) executed in connection therewith are hereby deemed amended accordingly.  In the event that Bank determines that due to currency fluctuations the amount on deposit in the Cash Collateral Account falls below 100% of the amount of the Secured Obligations, Borrower shall, within 5 days after Bank’s written demand therefor, deposit funds into the Cash Collateral Account in the amount of such shortfall.

3.  

Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification.  All terms defined in the Credit Agreement shall have the same meaning when used in this Agreement.

4.  

Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein, except as Bank expressly waives compliance in this Agreement.  Borrower further certifies that as of the date of this Agreement, there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default, except as such circumstances as to which Bank expressly waives compliance in this Agreement.