Exhibit 4.5


 


WARRANT AGREEMENT


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”).


WHEREAS, the Company is engaged in a public offering (“Public
Offering”) of Units (“Units”) and, in connection therewith, has
determined to issue and deliver up to 46,000,000 warrants (the “IPO Warrants”)
to the public investors;


WHEREAS, in connection with the Public Offering the Company
has determined to issue and deliver to CRT Capital Group LLC an option to
acquire Units, which will include 1,400,000 warrants (the “Underwriter’s
Warrants” and, together with the IPO Warrants, the “Warrants”); and


WHEREAS, the Company has filed with the Securities and
Exchange Commission a Registration Statement, No. 333-133869 on Form S-1 (“Registration
Statement”) for the registration, under the Securities Act of 1933, as
amended (“Act”), of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants; and


WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange, redemption and
exercise of the Warrants; and


WHEREAS, the Company desires to provide for the form and
provisions of the Warrants, the terms upon which they shall be issued and
exercised, and the respective rights, limitation of rights, and immunities of
the Company, the Warrant Agent, and the holders of the Warrants; and


WHEREAS, all acts and things have been done and performed
which are necessary to make the Warrants, when executed on behalf of the
Company and countersigned by or on behalf of the Warrant Agent, as provided
herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.


NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:


1.            
Appointment of Warrant Agent.  The Company hereby appoints the
Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.


2.            
Warrants.


2.1.          Form
of Warrant.  Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto (the “Warrant
Certificate”), the provisions of which


 












are
incorporated herein and shall be signed by, or bear the facsimile signature of,
the Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer or President and Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal.  In the event the person whose
facsimile signature has been placed upon any Warrant Certificate shall have
ceased to serve in the capacity in which such person signed the Warrant
Certificate before such Warrant Certificate is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of
issuance.


2.2.          Effect
of Countersignature.  The Warrant Certificate will be executed on
behalf of the Company as provided above and delivered to the Warrant
Agent.  The Warrant Certificates will then be countersigned by the Warrant
Agent.  Unless and until countersigned by the Warrant Agent pursuant to
this Agreement, a Warrant Certificate shall be invalid and of no effect and may
not be exercised by the holder thereof.


2.3.          Registration.


2.3.1.       Warrant
Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration
of transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


2.3.2.       Registered
Holder.  Prior to due presentment for registration of transfer of any
Warrant Certificate, the Company and the Warrant Agent may deem and treat the
person in whose name such Warrant Certificate shall be registered upon the
Warrant Register (“registered holder”), as the absolute owner of such
Warrant Certificate and of each Warrant represented thereby (notwithstanding
any notation of ownership or other writing on the Warrant Certificate made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.


2.4.          Detachability
of Warrants.  The securities comprising the Units will begin separate
trading as promptly as practicable following the consummation of the Public
Offering, but in no event later than 65 days following the consummation of the
Public Offering.  In no event will separating trading of the securities
comprising the Units commence until the Company files a Current Report on Form
8-K which includes an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Public Offering including the proceeds
received by the Company from the exercise by CRT Capital Group LLC (the “Underwriter”)
of its over-allotment option, if such over-allotment option is exercised prior
to the filing of the Form 8-K.


3.            
Terms and Exercise of Warrants.


3.1.          Warrant
Price.  Each Warrant Certificate shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant Certificate and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $5.00 per
whole share and in the case of the Underwriter's Warrants, $6.25 per whole
share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1.  The term “Warrant 


 


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Price” as used in this
Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised.  The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date.


3.2.          Duration
of Warrants.  A Warrant may be exercised only during the period (“Exercise
Period”) commencing on the later of (a) the consummation of an acquisition
by the Company through a merger, capital stock exchange, asset acquisition,
stock purchase or other similar business combination, of an operating business
(“Business Combination”) (as described more fully in the Company’s
Registration Statement) and (b) [one year
from date of prospectus], 2007 and terminating at 5:00 p.m., New
York City time on the earlier to occur of (i) [four
years from date of prospectus], 2010 and (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this Agreement (“Expiration
Date”).  Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date.  The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date.


3.3.          Exercise
of Warrants.


3.3.1.       Payment. 
Subject to the provisions of the Warrant Certificate and this Agreement, a
Warrant Certificate, when countersigned by the Warrant Agent, may be exercised
by the registered holder thereof by surrendering it, at the office of the
Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrant Certificate, duly executed, and by paying in full,
in lawful money of the United States, in cash, good certified check or good
bank draft payable to the order of the Company (or as otherwise agreed to by
the Company), the Warrant Price for each full share of Common Stock as to which
the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the Common
Stock, and the issuance of the Common Stock.


3.3.2.       Issuance of
Certificates.  As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price, the
Company shall issue to the registered holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant Certificate for the number of shares as to which such
Warrant shall not have been exercised.  Notwithstanding the foregoing, the
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant and shall have no obligation to settle the Warrant
exercise unless a registration statement under the Act with respect to the
Common Stock is effective subject to the Company’s satisfying its obligations
under Section 7.4 to use its best efforts.  In the event that a
registration statement with respect to the Common Stock underlying a Warrant is
not effective under the Act, the holder of such Warrant shall not be entitled
to exercise such Warrant and such Warrant may have no value and expire
worthless.  In no event will the Company be required to net cash settle
the Warrant exercise.  Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise would be
unlawful.


3.3.3.       Valid
Issuance.  All shares of Common Stock issued upon the proper exercise
of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.


 


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3.3.4.       Date of
Issuance.  Each person in whose name any such certificate for shares
of Common Stock is issued shall for all purposes be deemed to have become the
holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are
open.


4.            
Adjustments.


4.1.          Stock
Dividends - Split-Ups.  If, after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by
a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock.


4.2.          Aggregation
of Shares.  If, after the date hereof, and subject to the provisions
of Section 4.6, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of
shares of Common Stock or other similar event, then, on the effective date of
such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.


4.3.          Adjustments
in Exercise Price.  Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 or 4.2 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.


4.4.          Replacement
of Securities upon Reorganization, etc.  In case of any
reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation,


 


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or
upon a dissolution following any such sale or transfer, that the Warrant holder
would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Section 4.1 or 4.2,
then such adjustment shall be made pursuant to Sections 4.1, 4.2 and 4.3 and
this Section 4.4.  The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


4.5.          Notices
of Changes in Warrant.  Upon every adjustment of the Warrant Price or
the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.  Upon the occurrence of any
event specified in Section 4.1, 4.2, 4.3 or 4.4, then, in any such event, the
Company shall give written notice to the Warrant holder, at the last address
set forth for such holder in the Warrant Register, of the record date or the
effective date of the event.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


4.6.          No
Fractional Shares.  Notwithstanding any provision contained in this
Agreement to the contrary, the Company shall not issue fractional shares upon
exercise of Warrants.  If, by reason of any adjustment made pursuant to
this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number the number of
the shares of Common Stock to be issued to the Warrant holder.


4.7.          Form
of Warrant.  The form of Warrant Certificate need not be changed
because of any adjustment pursuant to this Section 4, and Warrant Certificates
issued after such adjustment may state the same Warrant Price and the same
number of shares as are stated in the Warrant Certificates initially issued
pursuant to this Agreement.  However, the Company may at any time in its
sole discretion make any change in the form of Warrant Certificate that the
Company may deem appropriate and that does not affect the substance thereof,
and any Warrant Certificate thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant Certificate or otherwise,
may be in the form as so changed.


5.            
Transfer and Exchange of Warrants.


5.1.          Registration
of Transfer.  The Warrant Agent shall register the transfer, from time
to time, of any outstanding Warrant Certificate upon the Warrant Register, upon
surrender of such Warrant Certificate for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer.  Upon any such transfer, a new Warrant Certificate representing
an equal aggregate number of Warrants shall be issued and the old Warrant Certificate
shall be cancelled by the Warrant Agent.  The Warrant Certificates so
cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon request.


5.2.          Procedure
for Surrender of Warrants.  Warrant Certificates may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the


 


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Warrant
Agent shall issue in exchange therefor one or more new Warrant Certificates as
requested by the registered holder of the Warrant Certificates so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant Certificate surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not cancel such Warrant Certificate
and issue new Warrant Certificates in exchange therefor until the Warrant Agent
has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrant Certificates must also bear
a restrictive legend.


5.3.          Fractional
Warrants.  The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a
Warrant Certificate for a fraction of a Warrant.


5.4.          Service
Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.


5.5.          Warrant
Execution and Countersignature.  The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.


6.            
Redemption.


6.1.          Redemption. 
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
and Founder Warrants may be redeemed, at the option of the Company, at any time
after they become exercisable and prior to their expiration, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Warrant or Founder Warrant, as applicable (“Redemption Price”),
provided that the last sales price of the Common Stock has been at least $8.50
per share, for any twenty (20) trading days within a thirty (30) consecutive
trading day period ending on the third business day prior to the date on which
notice of redemption is given.


6.2.          Date
Fixed for, and Notice of, Redemption.  In the event the Company shall
elect to redeem all of the outstanding Warrants and Founder Warrants, the
Company shall fix a date for the redemption.  Notice of redemption shall
be mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the registered holders of the
Warrants to be redeemed at their last addresses as they shall appear on the
registration books.  Any notice mailed in the manner herein provided shall
be conclusively presumed to have been duly given whether or not the registered
holder received such notice.


6.3.          Exercise
After Notice of Redemption.  The Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the time and date fixed for redemption.  On and after the
redemption date, the record holders of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


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6.4.          Outstanding
Warrants Only.  The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Warrants.  To the
extent a person holds rights to purchase Warrants, such purchase rights shall
not be extinguished by redemption.  However, once such purchase rights are
exercised, the Company may redeem the Warrants issued upon such exercise provided
that the criteria for redemption are met.


7.            
Other Provisions Relating to Rights of Holders of Warrants.


7.1.          No
Rights as Stockholder.  A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


7.2.          Lost,
Stolen, Mutilated, or Destroyed Warrants.  If any Warrant Certificate
is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may
on such terms as to indemnity or otherwise as they may in their discretion
impose (which shall, in the case of a mutilated Warrant Certificate, include
the surrender thereof), issue a new Warrant Certificate of like denomination,
tenor, and date as the Warrant Certificate so lost, stolen, mutilated, or destroyed. 
Any such new Warrant Certificate shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant Certificate shall be at any time enforceable by
anyone.


7.3.          Reservation
of Common Stock.  The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Agreement.


7.4.          Registration
of Common Stock.  The Company agrees that prior to the commencement of
the Exercise Period, it shall file with the Securities and Exchange Commission
a post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of, and it shall take such
action as is necessary to qualify for sale, in those states in which the
Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants.  In either case, the Company will use its best
efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in
accordance with the provisions of this Agreement.


8.            
Concerning the Warrant Agent and Other Matters.


8.1.          Payment
of Taxes.  The Company will from time to time promptly pay all taxes
and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes
in respect of the Warrants or such shares.


 


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8.2.          Resignation,
Consolidation, or Merger of Warrant Agent.


8.2.1.       Appointment
of Successor Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company.  If the office of the Warrant Agent becomes vacant
by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent.  If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. 
Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of
New York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority,
powers and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent, the Company shall make, execute, acknowledge and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties and obligations.


8.2.2.       Notice of
Successor Warrant Agent.  In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.


8.2.3.       Merger or Consolidation
of Warrant Agent.  Any corporation into which the Warrant Agent may be
merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


8.3.          Fees
and Expenses of Warrant Agent.


8.3.1.       Remuneration. 
The Company agrees to pay the Warrant Agent reasonable remuneration for its
services as such Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.


8.3.2.       Further
Assurances.  The Company agrees to perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all


 


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such
further and other acts, instruments and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.


8.4.          Liability
of Warrant Agent.


8.4.1.       Reliance on
Company Statement.  Whenever in the performance of its duties under
this Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant Agent. 
The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


8.4.2.       Indemnity. 
The Warrant Agent shall be liable hereunder only for its own negligence,
willful misconduct or bad faith.  The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s negligence, willful misconduct or bad faith.


8.4.3.       Exclusions. 
The Warrant Agent shall have no responsibility with respect to the validity of
this Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method
or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


8.5.          Trust
Fund Waiver.  The Warrant Agent has no right, title, interest, or
claim of any kind (“Claim”) in or to any monies in the Trust Account (as
defined in that certain Investment Management Trust Agreement, dated as of the
date hereof, by and between the Company and Continental Stock Transfer &
Trust Company as trustee of 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.


8.6.          Acceptance
of Agency.  The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the
Company, all moneys received by the Warrant Agent for the purchase of shares of
the Company’s Common Stock through the exercise of Warrants.


 


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9.            
Miscellaneous Provisions.


9.1.          Successors. 
All the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


9.2.          Notices. 
Any notice, statement or demand authorized by this Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:


Shermen WSC Acquisition Corp.


c/o The Shermen Group


1251 Avenue of the Americas


Suite 900


New York, New York  10020


(212) 300-0020


Attn:  Francis P. Jenkins, Jr.


 


Any notice, statement or demand authorized by this
Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by
hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Compliance Department


 


with a copy in each case to:


Dechert LLP


30 Rockefeller Plaza


New York, New York  10112


Attention:  Gerald Adler, Esq.


Fax No.:  (212) 698-3599


 


and


                                                                               



                                                                               



[_____________]


 


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Attn:


 


9.3.          Applicable
Law.  The validity, interpretation and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflict of laws.  The Company
hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive.  The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenience
forum.  Any such process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof.  Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim.


9.4.          Examination
of the Warrant Agreement.  A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the registered holder
of any Warrant.  The Warrant Agent may require any such holder to submit
his Warrant for inspection by it.


9.5.          Counterparts. 
This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.


9.6.          Effect
of Headings.  The Section headings herein are for convenience only and
are not part of this Agreement and shall not affect the interpretation thereof.


 


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IN WITNESS WHEREOF, this Agreement has been duly executed
by the parties hereto as of the day and year first above written.


	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SHERMEN WSC ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Francis P. Jenkins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman and Chief Executive
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CONTINENTAL STOCK TRANSFER &
  TRUST

  
	
   

  	
   

  	
   

  	
  COMPANY.

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


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