REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 30th day of May, 2007, by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products • New York
This Agreement (this “Agreement”) is made as of May 30, 2007 between Shermen WSC Acquisition Corp., a Delaware corporation, with offices at c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New York, New York 10020 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
FOUNDER WARRANT AGREEMENTWarrant Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products • New York
This Agreement (the “Agreement”) is made as of May 30, 2007 between Shermen WSC Acquisition Corp., a Delaware corporation, with offices at c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New York, New York 10020 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
WESTWAY GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products • Louisiana
This Restricted Stock Award Agreement (this “Agreement”), dated as of October 7, 2010 (the “Grant Date”), is made between Westway Group, Inc. (the “Company”) and Stephen Boehmer (the “Participant”).
FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF JUNE 22, 2010 AMONG WESTWAY GROUP INC., AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, REGIONS BANK, AS SYNDICATION AGENT, CAPITAL ONE, N.A. RABOBANK NEDERLAND SUNTRUST BANK AND BBVA...Credit Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products • New York
THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “First Amendment”) dated as of June 22, 2010, is among Westway Group Inc., a Delaware corporation (the “Borrower”); each Guarantor (together with the Borrower, each an “Obligor”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF DECEMBER 13, 2010 AMONG WESTWAY GROUP, INC., AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETOCredit Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of December 13, 2010, is among Westway Group, Inc., a Delaware corporation (the “Borrower”); each Guarantor (together with the Borrower, each an “Obligor”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AWARD AGREEMENTAward Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products
Westway Group, Inc. (the “Company”) is pleased to present to you with a performance-based bonus compensation award for calendar year 2010 pursuant to the terms and conditions of this Award Agreement and The Westway Group, Inc. 2010 Bonus Compensation Plan (the “Plan”). The performance-based bonus compensation awarded hereby is contingent upon your meeting the performance-related goals and criteria contained herein, as well as the adoption and approval of the final Plan by the Board of Directors and the stockholders of the Company. The material terms of the Plan and this Award Agreement were approved by the Compensation Committee at their meeting held for that purpose on March 26, 2010.
AWARD AGREEMENTAward Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products
Westway Group, Inc. (the “Company”) is pleased to present to you with a bonus compensation award pursuant to the terms and conditions of this Award Agreement and The Westway Group, Inc. 2010 Bonus Compensation Plan (the “Plan”). The material terms of this Award Agreement were approved by the Compensation Committee at their meeting held for that purpose on August 27, 2010, and by the Board of Directors at their meeting of November 4, 2010.
TERMINAL AGREEMENT AGREEMENT NUMBER 899Terminal Agreement • March 31st, 2011 • Westway Group, Inc. • Grain mill products
THIS AGREEMENT MADE AND ENTERED INTO AS OF THE 6th day of September, 2001, by and between WESTWAY TERMINAL COMPANY INC., having its principal administrative offices in New Orleans, Louisiana (hereinafter known as WESTWAY), and WESTWAY TRADING CORPORATION, a Corporation with headquarters in New Orleans, Louisiana, (hereinafter known as CUSTOMER).
WAIVERWaiver • March 31st, 2011 • Westway Group, Inc. • Grain mill products • Delaware
This WAIVER (this “Waiver”), dated as of December 14, 2010, is entered into by and between Agman Louisiana Inc. (f/k/a Westway Holdings Corporation), a Delaware corporation (the “Preferred Stockholder”) and Westway Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Amended and Restated Certificate of Incorporation (as defined below).
