LIMITED GUARANTEELimited Guarantee • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products • Delaware
Contract Type FiledDecember 31st, 2012 Company Industry JurisdictionThis Limited Guarantee is made by EQT Infrastructure II Limited Partnership, acting by its general partner EQT Infrastructure II GP B.V. (the General Partner), a limited partnership registered in England and Wales (Guarantor), in favor of Westway Group, Inc., a Delaware corporation (Guaranteed Party), as of December 20, 2012 (this Guarantee). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), by and among the Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (Parent), Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares and all of the outstanding In-the-Money Warrants (the Offer), and (ii) if the Offer is complete
LIMITED GUARANTEELimited Guarantee • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware
Contract Type FiledDecember 24th, 2012 Company Industry JurisdictionThis Limited Guarantee is made by EQT Infrastructure II Limited Partnership, acting by its general partner EQT Infrastructure II GP B.V. (the General Partner), a limited partnership registered in England and Wales (Guarantor), in favor of Westway Group, Inc., a Delaware corporation (Guaranteed Party), as of December 20, 2012 (this Guarantee). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), by and among the Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (Parent), Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares and all of the outstanding In-the-Money Warrants (the Offer), and (ii) if the Offer is complete