Exhibit 10.9


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as
of                       ,
2006 by and between Shermen WSC Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-133869, as amended from time to time (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been
declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, CRT Capital
Group LLC (“CRT”) is acting as the underwriter in the IPO; and


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and
Restated Certificate of Incorporation, $114,565,000 of the gross proceeds of
the IPO and sale of the Founder Warrants (as defined in the Registration
Statement) will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company and the holders of the Company’s common
stock, par value $.0001 per share, issued in the IPO as hereinafter provided and
in the event the Units are registered in Colorado, pursuant to Section 11-51-302(6) of
the Colorado Revised Statutes (the amount to be delivered to the Trustee will
be referred to herein as the “Property,” the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); and


 


WHEREAS, CRT has agreed
to deposit in the Trust Account (as defined below) a portion of the Property
equal to $2,400,000 (or $2,760,000 if CRT’s over-allotment option is exercised
in full) attributable to CRT’s discount that will become payable by the Company
to CRT upon the consummation of a Business Combination (as defined in the
Registration Statement); and


 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and
conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.                                       Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)                                  Hold
the Property in trust for the Beneficiaries in accordance with the terms of
this Agreement, including the terms of Section 11-51-302(6) of the
Colorado Statute, in a segregated trust account (“Trust Account”) established
by the Trustee;


 


(b)                                 Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;


 

















 


(c)                                  In
a timely manner, upon the instruction of the Company, to invest and reinvest
the Property in (i) any “Government Security,” which shall mean any
Treasury Bill issued by the United States government, having a maturity of 180
days or less; or (ii) any open ended investment company registered under
the Investment Company Act of 1940 selected by the Company that holds itself
out as a money market fund and bears the highest (AAA) credit rating issued by
a United States nationally recognized rating agency such as Standard &
Poor’s Corporation or Moody’s Investor Services, as determined by the Company;


 


(d)                                 Collect
and receive, when due, all principal and income arising from the Property,
which shall become part of the “Property,” as such term is used herein;


 


(e)                                  Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;


 


(f)                                    Supply
any necessary information or documents as may be requested by the Company
in connection with the Company’s preparation of the tax returns for the Trust
Account;


 


(g)                                 Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so;


 


(h)                                 Render
to the Company and to CRT, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust
Account reflecting all receipts and disbursements of the Trust Account; and


 


(i)                                     Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary or Assistant Secretary and affirmed by its entire Board of Directors,
and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed in the Termination Letter and the other
documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee by the 18-month
anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month
anniversary of the Closing (“Last Date”) in the event that (i) a letter of
intent, agreement in principle or definitive agreement for a Business
Combination has been executed on or prior to the First Date but the Business
Combination has not been consummated by the First Date and (ii) the
Company has complied with Section 3(e) hereof prior to the First Date,
the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B hereto and
distributed to the stockholders of record on the record date established by the
Company for such purpose. The Company shall set the record date to be within
ten days of the First Date or the Last Date in the event that (i) a letter
of intent, agreement in principle or definitive agreement has been executed on
or prior to the First Date in connection with a Business Combination that has
not been consummated by the First Date and (ii) the Company has complied
with Section 3(e) hereof prior to the First Date, or as soon
thereafter as is reasonably practicable and legally permissible. In all cases,
the Trustee shall provide CRT with a copy of any Termination Letters and/or any
other correspondence that it receives with respect to any proposed withdrawal
from


2

















 


the Trust Account promptly after it receives same. The provisions of
this Section 1(i) may not be modified, amended or deleted under
any circumstances.


 


2.                                       Limited
Distributions of Income from Trust Account.


 


(a)                                  Upon
written request from the Company, which may be given from time to time in
a form substantially similar to that attached hereto as Exhibit C,
the Trustee shall distribute to the Company the amount requested by the Company
to cover any income or franchise tax obligation owed by the Company.


 


(b)                                 Upon
written request from the Company, which will be given monthly in a form substantially
similar to that attached hereto as Exhibit D, the Trustee shall distribute
to the Company an amount equal to one half of the income collected on the
Property through the last day of the month immediately preceding the date of
receipt of the Company’s request to cover expenses related to investigating and
selecting a target business and other working capital requirements; provided,
however, that the aggregate amount of all such distributions shall not exceed
$1,500,000. The first such distribution shall be for the month ending on
[                 ],
2006, with the Company’s request made after such date.


 


(c)                                  The
limited distributions referred to in Sections 2(a) and 2(b) above
shall be made only from income collected on the Property. Except as provided in
Sections 2(a) and 2(b) above, no other distributions from the Trust
Account shall be permitted except in accordance with Section 1(i) hereof.


 


(d)                                 It
is understood that the Trustee’s only responsibility under this Section 2
is to follow the instructions of the Company.


 


3.                                       Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)                                  Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or President. In addition, except with respect to its duties
under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be
entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it in good faith believes to be given by
any one of the persons authorized above to give written instructions, provided
that the Company shall promptly confirm such instructions in writing;


 


(b)                                 Hold
the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the
Trustee’s gross negligence or willful misconduct. Promptly after the receipt by
the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
shall have the right to conduct and manage the defense against such Indemnified
Claim,


 


3

















 


provided
that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company unless such settlement includes a full release
of the Company with respect to such Indemnified Claim. The Company may participate
in such action with its own counsel;


 


(c)                                  Pay
the Trustee an initial acceptance fee, an annual fee and a transaction fee for
each disbursement made pursuant to Sections 2(a), 2(b) and 2(c) as
set forth on Schedule A hereto. It is expressly understood that the
Property shall not be used to pay such fees and further agreed that said
transaction processing fees shall be deducted by the Trustee from the
disbursements made to the Company pursuant to Section 2 hereof. The
Company shall pay the Trustee the initial acceptance fee and first year’s fee
at the consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the annual fee (on a
pro rata basis) with respect to any period after the liquidation of the Trust
Fund. The Company shall not be responsible for any other fees or charges of the
Trustee except as set forth in this Section 3(c) and as may be
provided in Section 3(b) hereof (it being expressly understood that
the Property shall not be used to make any payments to the Trustee under such
Sections);


 


(d)                                 Provide
to the Trustee any letter of intent, agreement in principle or definitive
agreement for a Business Combination that is executed on or prior to the First
Date; and


 


(e)                                  In
connection with any vote of the Company’s stockholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of
the Company’s stockholders regarding such Business Combination.


 


4.                                       Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)                                  Take
any action with respect to the Property, other than as directed in paragraph 1
hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful misconduct;


 


(b)                                 Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)                                  Change
the investment of any Property, other than in compliance with paragraph 1(c) hereof;


 


(d)                                 Refund
any depreciation in principal of any Property;


 


(e)                                  Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such


 


4

















 


designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;


 


(f)                                    The
other parties hereto or to anyone else for any action taken or omitted by it,
or any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct. The Trustee may rely conclusively and shall be protected in
acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument,
report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior
written consent thereto;


 


(g)                                 Verify
the correctness of the information set forth in the Registration Statement or
to confirm or assure that any acquisition made by the Company or any other
action taken by it is as contemplated by the Registration Statement;


 


(h)                                 File
information returns with the United States Internal Revenue Service and payee
statements with the Company, documenting the taxes payable by the Company, if
any, relating to interest earned on the Property; and


 


(i)                                     Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 2(a), 2(b) and 2(c) above.


 


5.                                       Trust
Account Waiver. The Trustee has no right, title, interest, or claim of any
kind (“Claim”) in or to any monies in the Trust Account, and hereby waives any
Claim in or to any monies in the Trust Account it may have in the future,
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


6.                                       Termination.
This Agreement shall terminate as follows:


 


(a)                                  If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee. At such time that the Company notifies the Trustee that a
successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New
York or with the United States District Court for the Southern


 


5

















 


District
of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or


 


(b)                                 At
such time that the Trustee has completed the liquidation of the Trust Account
in accordance with the provisions of paragraph 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Paragraph 3(b).


 


7.                                       Miscellaneous.


 


(a)                                  The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit E. The Company and the Trustee will
each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have
obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary’s bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or other
identifying number, provided it has accurately transmitted the numbers
provided.


 


(b)                                 This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)                                  This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i) (which
may not be amended under any circumstances), this Agreement or any
provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of
CRT. As to any claim, cross-claim or counterclaim in any way relating to this
Agreement, each party waives the right to trial by jury.


 


(d)                                 The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.


 


(e)                                  Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:


 


if to
the Trustee, to:


 


6

















 


Continental
Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn:                    Steven
G. Nelson

Fax No.:  (212) 509-5150


 


if to
the Company, to:


 


Shermen
WSC Acquisition Corp.

c/o The Shermen Group

1251 Avenue of the Americas

Suite 900

New York, NY 10020

Attn:                    Francis
P. Jenkins, Jr.

Fax No.:  (212) 332-2475


 


in
either case with a copy to:


 


CRT
Capital Group LLC

262 Harbor Drive

Stamford, Connecticut  06902

Attn:                    Michiel
McCarty

Fax No.:  (203) 569-6883


 


and


 


Bingham
McCutchen LLP

399 Park Avenue

New York, NY 10022

Floyd Wittlin, Esq.

Fax No.:  (212) 702-3625


 


and


 


Dechert
LLP

30 Rockefeller Plaza

New York, New York  10112

Attention:  Gerald Adler, Esq.

Fax No.:  (212) 698-0479


 


(f)                                    This
Agreement may not be assigned by the Trustee without the prior consent of
the Company.


 


(g)                                 Each
of the Trustee and the Company hereby represents that it has the full right and
power, and has been duly authorized to enter into this Agreement and to perform its
respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it


 


7

















 


shall
not make any claims or proceed against the Trust Account, including by way of
set-off, and shall not be entitled to any funds in the Trust Account under any
circumstance.


 


(h)                                 Each
of the Company and the Trustee hereby acknowledges that CRT is a third party
beneficiary of this Agreement.


 


8

















 


IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	
   

  	
  CONTINENTAL
  STOCK TRANSFER & TRUST

  COMPANY, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SHERMEN WSC
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Francis P.
  Jenkins, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chairman and
  Chief Executive Officer

  



 


9

















 


EXHIBIT A


 


[Letterhead of Company]


[Insert date]


 


Continental Stock
Transfer
  & Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven G. Nelson


 


Re:                               Trust
Account No. [              ]
— Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of
the Investment Management Trust Agreement between Shermen WSC Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of               ,
2006 (“Trust Agreement”), this is to advise you that the Company has entered
into an agreement (“Business Agreement”) with                           
(“Target Business”) to consummate a business combination with Target Business (“Business
Combination”) on or about [insert date]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”).


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to commence liquidation
of the Trust Account to the effect that, on the Consummation Date, all of funds
held in the Trust Account will be immediately available for transfer to the
account or accounts that the Company shall direct on the Consummation Date.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that (a) the
Business Combination has been consummated and (b) if applicable, the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the
Colorado Statute have been met, and (ii) the Company shall deliver to you (a) [an
affidavit] [a certificate] of                            ,
which verifies the vote of the Company’s stockholders in connection with the
Business Combination and (b) written instructions with respect to the
transfer of the funds held in the Trust Account (“Instruction Letter”). You are
hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel’s letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company of the same
and the Company shall direct you as to whether such funds should remain in the
Trust Account and be distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms
hereof, the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in
the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then the funds held in the Trust


 

















 


Account shall be
reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERMEN WSC
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Francis P.
  Jenkins, Jr.,

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                          ,
  Secretary

  



 


cc:                                 CRT
Capital Group LLC.


 

















 


EXHIBIT B


 


[Letterhead of Company]


[Insert date]


 


Continental Stock
Transfer
  & Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven G. Nelson


 


Re:                               Trust
Account No. [              ]
— Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of
the Investment Management Trust Agreement between Shermen WSC Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of                      ,
2006 (“Trust Agreement”), this is to advise you that the Company has been
unable to effect a Business Combination with a Target Company within the time
frame specified in the Company’s Certificate of Incorporation, as described in
the Company’s prospectus relating to its IPO.


 


In accordance with the
terms of the Trust Agreement, we hereby (a) certify to you that, if
applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4
of the Colorado Statute have been met and (b) authorize you, to commence
liquidation of the Trust Account. The Company will establish a record date for
the purposes of determining the stockholders entitled to receive their share of
liquidation proceeds. The record date shall be within ten (10) days of the
date of this letter or as soon thereafter as is reasonably practicable and legally
permissible. You will notify the Company in writing as to when all of the funds
in the Trust Account will be available for immediate transfer (“Transfer Date”)
in accordance with the terms of the Trust Agreement and the Amended and
Restated Certificate of Incorporation of the Company. You shall commence
distribution of such funds in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company and
you shall oversee the distribution of the funds. Upon the distribution of all
the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERMEN WSC
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Francis P.
  Jenkins, Jr.,

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                          ,
  Secretary

  



 


cc:                                 CRT
Capital Group LLC


 

















 


EXHIBIT C


 


[Letterhead of Company]


[Insert date]


 


Continental Stock
Transfer
  & Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven G. Nelson


 


Re:                               Trust
Account No. [              ]
— Distribution of Income on Property


 


Gentlemen:


 


Pursuant to paragraph 2(a) of
the Investment Management Trust Agreement between Shermen WSC Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of                ,
2006 (“Trust Agreement”), this is to advise you that the Company hereby
requests that you deliver to the Company $               
of the income earned on the Property as of the date hereof. The Company needs
such funds to pay for the tax obligations as set forth on the attached tax
return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION
INFORMATION]


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERMEN WSC
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Francis P.
  Jenkins, Jr.,

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                          ,
  Secretary

  



 


cc:                                 CRT
Capital Group LLC


 

















 


EXHIBIT D


 


[Letterhead of Company]


[Insert date]


 


Continental Stock
Transfer
  & Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven G. Nelson


 


Re:                               Trust
Account No. [              ]
— Distribution of Income on Property


 


Gentlemen:


 


Pursuant to paragraph 2(b) of
the Investment Management Trust Agreement between Shermen WSC Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of                    ,
2006 (“Trust Agreement”), this is to advise you that the Company hereby
requests that you deliver to the Company $           
of the income earned on the Property as of the date hereof. The Company needs
such funds to cover its expenses relating to investigating and selecting a
target business and other working capital requirements. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE INSTRUCTION
INFORMATION]


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERMEN WSC
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Francis P.
  Jenkins, Jr.,

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                          ,
  Secretary

  



 


cc:                                 CRT
Capital Group LLC


 

















 


EXHIBIT E


 


	
  AUTHORIZED INDIVIDUAL(S)

  FOR TELEPHONE CALL BACK

  	
   

  	
  AUTHORIZED

  TELEPHONE NUMBER(S)

  
	
   

  	
   

  	
   

  
	
  Company:

  

  Shermen WSC Acquisition Corp.

  c/o The Shermen Group

  1251 Avenue of the Americas

  Suite 900

  New York, NY 10020

  Attn:Francis P. Jenkins, Jr.

  	
   

  	
  

  

  

  (212) 300-0020

  
	
   

  	
   

  	
   

  
	
  Trustee:

  

  Continental Stock Transfer

   & Trust Company

  17 Battery Place

  New York, New York 10004

  Attn: Steven G. Nelson, Chairman

  	
   

  	
  

  

  

  (212) 845-3200

  



 

















 


SCHEDULE A


 


Schedule of fees pursuant to Section 3(c) of Investment
Management Trust Agreement


between                             and


Continental Stock Transfer & Trust Company


 


	
  Fee Item

  	
   

  	
  Time and method of

  payment

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial
  acceptance fee

  	
   

  	
  Initial closing
  of IPO by wire transfer

  	
   

  	
  $

  	
  1,000

  	
   

  
	
  Annual fee

  	
   

  	
  First year,
  initial closing of IPO by wire transfer; thereafter on the anniversary of the
  effective date of the IPO by wire transfer or check

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Transaction
  processing fee for disbursements to Company under

  Sections 2(a), 2(b) and 2(c)

  	
   

  	
  Deduction by
  Trustee from disbursement made to Company under Section 2

  	
   

  	
  $

  	
  250

  	
   

  



 


	
   

  	
  Agreed:

  	
   

  
	
  Dated: June    ,
  2006

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Continental
  Stock Transfer & Trust Co.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer