Westway Group, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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GUARANTEE AND COLLATERAL AGREEMENT dated as of November 12, 2009 made by each of the Grantors (as defined herein) in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
Guarantee and Collateral Agreement • November 17th, 2009 • Westway Group, Inc. • Blank checks • New York
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WARRANT AGREEMENT
Warrant Agreement • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

This Agreement (this “Agreement”) is made as of [________] [ ], 2006 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”).

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Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • April 4th, 2007 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CTR”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

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TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of December 20, 2012, among Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”); Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); WESTWAY GROUP, INC., a Delaware corporation (the “Company”) (only with respect to Section 7 and Section 11 hereof and as a third-party beneficiary of Section 4(f)); and Francis P. Jenkins, Jr. (“Stockholder”).

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AGREEMENT AND PLAN OF MERGER among BISHOP INFRASTRUCTURE II ACQUISITION COMPANY, INC. a Delaware corporation; BISHOP INFRASTRUCTURE III ACQUISITION COMPANY, INC. a Delaware corporation; and; WESTWAY GROUP, INC. a Delaware corporation; dated as of...
Agreement and Plan of Merger • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware

This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 20, 2012, by and among Westway Group, Inc., a Delaware corporation (the “Company”), Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”), and Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

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FOUNDER WARRANT AGREEMENT
Founder Warrant 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”).

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WESTWAY GROUP, INC. AWARD AGREEMENT
Award Agreement • March 30th, 2012 • Westway Group, Inc. • Grain mill products • Louisiana

This Award Agreement (this “Agreement”), dated this 31st day of March, 2011, is made between Westway Group, Inc. (the “Company”) and James B. Jenkins (the “Participant”).

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SHERMEN WSC ACQUISITION CORP. FOUNDER WARRANT PURCHASE AGREEMENT
Founder Warrant • May 17th, 2007 • Shermen WSC Acquisition Corp • Blank checks • New York

THIS FOUNDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of [ ], 2007 between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Shermen WSC Holding LLC, on the other hand (the “Purchaser”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 17th, 2007 • Shermen WSC Acquisition Corp • Blank checks • New York

This Agreement is made as of , 2007 by and between Shermen WSC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING, AND ASSIGNMENT OF LEASES AND RENTS
Lease Agreement • February 17th, 2010 • Westway Group, Inc. • Grain mill products • Texas

This Leasehold Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents (this "Deed of Trust") is executed as of February __10_, 2010, by WESTWAY TERMINAL COMPANY LLC, a Delaware limited liability company ("Grantor"), whose address for notice hereunder is 365 Canal Street, Suite 2900, New Orleans, LA 70130, to Jack Smith, Trustee ("Trustee"), whose address is 707 Travis, 12th Floor Houston, TX 77002, for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, a national banking association ("Beneficiary"), whose address for notice is 10 South Dearborn, 7th Floor, Chicago, IL 60603.

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20,000,000 UNITS SHERMEN WSC ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • May 17th, 2007 • Shermen WSC Acquisition Corp • Blank checks • New York

The undersigned, Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms in this Underwriting Agreement (this “Agreement”) its agreement with CIBC World Markets Corp. ("CIBC") and CRT Capital Group LLC (“CRT”) (CIBC and CRT being referred to herein variously as “you,” or the “Representatives”) and with the other underwriters named on Schedule I hereto for which CIBC and CRT are acting as Representatives (the Representatives and the other Underwriters being collectively called the “Underwriters” or individually, an “Underwriter”) as follows:

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Original Merger Agreement • January 16th, 2013 • Westway Group, Inc. • Grain mill products • Delaware

This Amendment No.1 to the Agreement and Plan of Merger, dated as of December 20, 2012 (the “Original Merger Agreement”), is entered into as of January 14, 2013 (this “Amendment”) by and among Westway Group, Inc., a Delaware corporation (the “Company”), Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”), and Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Merger Agreement.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 17th, 2009 • Westway Group, Inc. • Blank checks • New York

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2009, by and between Shermen WSC Acquisition Corp. (“Buyer” or “Shermen”) and the signatory on the execution page hereof (“Seller”).

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • March 7th, 2007 • Shermen WSC Acquisition Corp • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [ ], 2007 (“Agreement”), by and among SHERMEN WSC ACQUISITION CORP., a Delaware corporation (“Company”), JOHN E. TOFFOLON, JR., JOSEPH F. PROCHASKA, DONALD D. POTTINGER and SHERMEN WSC HOLDING LLC (collectively, “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

THIS EMPLOYMENT AGREEMENT, dated as of July 22, 2005, between Royster-Clark, Inc., a Delaware corporation (the “Company”), and G. Kenneth Moshenek (“Executive”).

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20,000,000 UNITS SHERMEN WSC ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • October 17th, 2006 • Shermen WSC Acquisition Corp • Blank checks • New York

The undersigned, Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms in this Underwriting Agreement (this “Agreement”) its agreement with CRT Capital Group LLC (being referred to herein variously as “you,” “CRT” or the “Underwriter”) as follows:

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OPEN-END MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, AND ASSIGNMENT OF LEASES AND RENTS
Open-End Mortgage, Security Agreement • February 17th, 2010 • Westway Group, Inc. • Grain mill products • Ohio

This Open-End Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents (this "Mortgage") is executed as of February _10_, 2010, by WESTWAY TERMINAL CINCINNATI LLC, a Delaware limited liability company ("Mortgagor"), whose address for notice hereunder is 365 Canal Street, Suite 2900, New Orleans, LA 70130, for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, a national banking association ("Mortgagee"), whose address for notice is 10 South Dearborn, 7th Floor, Chicago, IL 60603.

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LIMITED GUARANTEE
Limited Guarantee • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware

This 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

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WESTWAY GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted 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”).

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Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • April 4th, 2007 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT Capital Group LLC (“CRT”) and CIBC World Markets (“CIBC”) (CRT and CIBC, collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.

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Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • June 21st, 2006 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

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WAIVER
Waiver • November 14th, 2011 • Westway Group, Inc. • Grain mill products • Delaware

This WAIVER (this “Waiver”), dated as of November 8, 2011, 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).

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WESTWAY GROUP, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 23rd, 2012 • Westway Group, Inc. • Grain mill products • Delaware

This Indemnification Agreement (the "Agreement") is made and entered into this 17th day of April, 2012, by and between Westway Group, Inc., a Delaware corporation (the "Company," which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and _________________ (the "Indemnitee").

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TRANSACTION AGREEMENT †
Shared Services Agreement • January 20th, 2009 • Shermen WSC Acquisition Corp • Blank checks • New York

This Transaction Agreement is dated as of November 25, 2008 and is among SHERMEN WSC ACQUISITION CORP., a Delaware corporation (“Parent”), TERMINAL MERGER SUB LLC, a Delaware limited liability company (“Terminal Merger Sub”), FEED MERGER SUB LLC, a Delaware limited liability company (“Feed Merger Sub”; each of Terminal Merger Sub and Feed Merger Sub, a “Merger Sub” and, together, the “Merger Subs”), ED&F MAN HOLDINGS LIMITED, a company limited by shares organized under the Laws of England and Wales (“ED&F”), WESTWAY HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), WESTWAY TERMINAL COMPANY INC., a Delaware corporation (“Westway Terminal”), and WESTWAY FEED PRODUCTS, INC., a Delaware corporation (“Westway Feed,” and together with ED&F, Holdings and Westway Terminal, the “ED&F Parties”).

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November 7, 2012
Westway Group, Inc. • November 9th, 2012 • Grain mill products
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Shermen WSC Acquisition Corp. c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, New York 10020 Re: Initial Public Offering Gentlemen:
Shermen WSC Acquisition Corp • June 21st, 2006 • Blank checks

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.

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AGREEMENT
Agreement • June 4th, 2009 • Shermen WSC Acquisition Corp • Blank checks • New York

THIS AGREEMENT (this “Agreement”), dated as of May 22, 2009, by and between Shermen WSC Holding LLC, a Delaware limited liability company (“Holding”), and the signatory on the execution page hereof (“Stockholder”).

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SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2010 AMONG WESTWAY GROUP, INC., AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • November 9th, 2010 • Westway Group, Inc. • Grain mill products • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of November 5, 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”).

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WAIVER
Waiver • May 15th, 2012 • Westway Group, Inc. • Grain mill products • Delaware

This WAIVER (this “Waiver”), dated as of May 9, 2012, 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).

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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”).

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WAIVER
Waiver • August 15th, 2011 • Westway Group, Inc. • Grain mill products • Delaware

This WAIVER (this “Waiver”), dated as of May 1, 2011, 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).

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • August 17th, 2009 • Westway Group, Inc. • Blank checks • New York

THIS STOCK ESCROW AGREEMENT (this “Agreement”) is made as of May 28th, 2009, by and among Westway Group, Inc. (formerly known as Shermen WSC Acquisition Corp.), a Delaware corporation (“Westway”); Shermen WSC Holding LLC, a Delaware limited liability company (“Founder”); Westway Holdings Corporation, a Delaware corporation (“Holdings”); and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”).

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WARRANT AGREEMENT
Warrant 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”).

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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 HERETO
Credit 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”).

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