Exhibit 10.11


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of the [     ] day of [                ],
2006, 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”).


WHEREAS, the Investors currently hold all of the
issued and outstanding securities of the Company;


WHEREAS, the Investors and the Company desire to enter
into this Agreement to provide the Investors with certain rights relating to
the registration of shares of Common Stock held by them;


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


1.             DEFINITIONS.  The following capitalized terms used herein
have the following meanings:


“Agreement” means this Agreement, as amended,
restated, supplemented, or otherwise modified from time to time.


“Business Day”
means any day, except a Saturday, Sunday or legal holiday on which the banking
institutions in The City of New York are authorized or obligated by law or executive
order to close.


“Commission” means the Securities and Exchange
Commission, or any other federal agency then administering the Securities Act
or the Exchange Act.


“Common Stock” means the common stock, par
value $0.0001 per share, of the Company.


“Company” is defined in the preamble to this
Agreement.


“Demand Registration” is defined in Section
2.1.1.


“Demanding Holder” is defined in Section 2.1.1.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.


“Form S-3” is defined in Section 2.3.


 


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“Indemnified Party” is defined in Section 4.3.


“Indemnifying Party” is defined in Section 4.3.


“Investor” is defined in the preamble to this
Agreement.


“Investor Indemnified Party” is defined in
Section 4.1.


“Maximum Number of Shares” is defined in
Section 2.1.4.


“Notices” is defined in Section 6.3.


“Piggy-Back Registration” is defined in Section
2.2.1.


“Register,” “registered” and “registration”
mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.


“Registrable Securities” mean all of the shares
of Common Stock owned or held by Investors. 
Registrable Securities include any warrants, shares of capital stock or
other securities of the Company issued as a dividend or other distribution with
respect to or in exchange for or in replacement of such shares of Common
Stock.  As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when:  (a) a Registration Statement with respect to
the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or
exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of them shall not require registration under
the Securities Act; (c) such securities shall have ceased to be outstanding, or
(d) the Commission makes a definitive determination to the Company that the
Registrable Securities are salable under Rule 144(k).


“Registration Statement” means a registration
statement filed by the Company with the Commission in compliance with the
Securities Act and the rules and regulations promulgated thereunder for a
public offering and sale of Common Stock (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement
covering only securities proposed to be issued in exchange for securities or
assets of another entity).


“Release Date” means the date on which shares
of Common Stock are disbursed from escrow pursuant to Section 3 of that certain
Stock Escrow Agreement dated as of [           ],
2006 by and among the parties hereto and Continental Stock Transfer & Trust
Company.


 


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“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


“Underwriter” means a securities dealer who
purchases any Registrable Securities as principal in an underwritten offering
and not as part of such dealer’s market-making activities.


2.             REGISTRATION
RIGHTS.


2.1.          Demand Registration.


2.1.1.          Request for Registration.  At any time and from time to time on or after
the Release Date, the holders of a majority-in-interest of the Registrable
Securities held by the Investors or the transferees of the Investors, may make
a written demand for registration under the Securities Act of all or part of
their Registrable Securities (a “Demand Registration”).  Any demand for a Demand Registration shall
specify the number of shares of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. 
The Company will notify all holders of Registrable Securities of the
demand within five (5) Business Days of receipt, and each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable
Securities in the Demand Registration (each such holder including shares of
Registrable Securities in such registration, a “Demanding Holder”) shall
so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company.  Upon any
such request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. 
The Company shall not be obligated to effect more than an aggregate of
two (2) Demand Registrations under this Section 2.1.1 in respect of Registrable
Securities.


2.1.2.          Effective Registration.  A registration will not count as a Demand
Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company
has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that if, after
such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and
(ii) a majority-in-interest of the Demanding Holders thereafter elect to
continue the offering; provided, further, that the Company shall not be
obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is
terminated.


2.1.3.          Underwritten Offering.  If a majority-in-interest of the Demanding
Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering.  In such event,
the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such 


 


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holder’s participation in such underwriting and the
inclusion of such holder’s Registrable Securities in the underwriting to the
extent provided herein.  All Demanding
Holders proposing to distribute their securities through such underwriting
shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such underwriting by a
majority-in-interest of the holders initiating the Demand Registration.


2.1.4.          Reduction of Offering.  If the managing Underwriter or Underwriters
for a Demand Registration that is to be an underwritten offering advises the
Company and the Demanding Holders in writing that the dollar amount or number
of shares of Registrable Securities which the Demanding Holders desire to sell,
taken together with all other shares of Common Stock or other securities which
the Company desires to sell and the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering, (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”), then the Company shall
include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata
in accordance with the number of shares of Registrable Securities which such
Demanding Holder has requested be included in such registration, regardless of
the number of shares of Registrable Securities held by each Demanding Holder)
that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (iii) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (i) and (ii), the shares of Common
Stock for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Shares; and (v)
fourth, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (1), (ii), and (iii), the shares of Common Stock
that other shareholders desire to sell that can be sold without exceeding the
Maximum Number of Shares.


2.1.5.          Withdrawal.  If a majority-in-interest of the Demanding
Holders disapprove of the terms of any underwriting or are not entitled to
include all of their Registrable Securities in any offering, such
majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter or
Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand
Registration.  If the
majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration prior to effectiveness of the
Registration Statement, then such registration shall not count as a Demand
Registration provided for in Section 2.1.1.


2.2.          Piggy-Back Registration.


 


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2.2.1.          Piggy-Back Rights.  If at anytime on or after the Release Date
the Company proposes to file a Registration Statement under the Securities Act
with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for shareholders of the
Company for their account (or by the Company and by shareholders of the Company
including, without limitation, pursuant to Section 2.1), other than a
Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing shareholders, (iii) for an offering of debt
that is convertible into equity securities of the Company or (iv) for a
dividend reinvestment plan, then the Company shall (x) give written notice of
such proposed filing to the holders of Registrable Securities as soon as
practicable but in no event less than twenty (20) days before the anticipated
filing date, which notice shall describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within fifteen (15) days
following receipt of such notice (a “Piggy-Back Registration”).  The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts
to cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of
distribution thereof.  All holders of
Registrable Securities proposing to distribute their securities through a
Piggy-Back Registration that involves an Underwriter or Underwriters shall
enter into an underwriting agreement in customary form with the Underwriter or
Underwriters selected for such Piggy-Back Registration.


2.2.2.          Reduction of Offering.  If the managing Underwriter or Underwriters
for a Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities in writing that the
dollar amount or number of shares of Common Stock which the Company desires to
sell, taken together with shares of Common Stock, if any, as to which
registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder, the
Registrable Securities as to which registration has been requested under this
Section 2.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration
rights of other shareholders of the Company, exceeds the Maximum Number of
Shares, then the Company shall include in any such registration:


(i)            If the registration is undertaken
for the Company’s account: (A) first, the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the shares of
Common Stock, if any, including the Registrable Securities, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights of security holders (pro 


 


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rata in accordance with the number of shares
of Common Stock which each such person has actually requested to be included in
such registration, regardless of the number of shares of Common Stock with
respect to which such persons have the right to request such inclusion) that
can be sold without exceeding the Maximum Number of Shares; and


(ii)           If the registration is a “demand”
registration undertaken at the demand of persons other than the holders of
Registrable Securities pursuant to written contractual arrangements with such
persons, (A) first, the shares of Common Stock for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B)
second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; and (C) third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A) and (B), the
Registrable Securities as to which registration has been requested under this
Section 2.2 (pro rata in accordance with the number of shares of
Registrable Securities held by each such holder); and (D) fourth, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights which other shareholders desire to sell that can be sold
without exceeding the Maximum Number of Shares.


2.2.3.          Withdrawal.  Any holder of Registrable Securities may
elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such
request to withdraw prior to the effectiveness of the Registration Statement.  The Company may also elect to withdraw a
registration statement at any time prior to the effectiveness of the
Registration Statement.  Notwithstanding
any such withdrawal, the Company shall bear all costs and expenses incurred by
the holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 3.3.


2.3.          Registrations on Form S-3.  The holders of Registrable Securities may at
any time and from time to time on or after the Release Date, request in writing
that the Company register the resale of any or all of such Registrable
Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”); provided,
however, that the Company shall not be
obligated to effect such request through an underwritten offering.  Upon receipt of such written request, the
Company will promptly give written notice of the proposed registration to all
other holders of Registrable Securities, and, as soon as practicable
thereafter, effect the registration of all or such portion of such holder’s or
holders’ Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other holder or
holders joining in such request as are specified in a written request given
within fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to
effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is
not available for such offering; or (ii) if the holders of the Registrable
Securities, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and 


 


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such other securities (if
any) at any aggregate price to the public of less than $500,000.  Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations effected pursuant to
Section 2.1.


3.             REGISTRATION
PROCEDURES.


3.1.          Filings; Information.  Whenever the Company is required to effect
the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with
any such request:


3.1.1.          Filing Registration Statement.  The Company shall, as expeditiously as
possible and in any event within sixty (60) days after receipt of a request for
a Demand Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such Registration Statement to
become and remain effective for the period required by Section 3.1.3; provided, however,
that the Company shall have the right to defer any Demand Registration for up
to thirty (30) days, and any Piggy-Back Registration for such period as may be
applicable to deferment of any demand registration to which such Piggy-Back
Registration relates, in each case if the Company shall furnish to the holders
a certificate signed by the Chief Executive Officer of the Company stating
that, in the good faith judgment of the Board of Directors of the Company, it
would be materially detrimental to the Company and its shareholders for such
Registration Statement to be effected at such time; provided further, however,
that the Company shall not have the right to exercise the right set forth in
the immediately preceding proviso more than once in any 365-day period in
respect of a Demand Registration hereunder.


3.1.2.          Copies.  The Company shall, prior to filing a
Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to the holders of Registrable Securities included in
such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus), and such other
documents as the holders of Registrable Securities included in such
registration or legal counsel for any such holders may request in order to
facilitate the disposition of the Registrable Securities owned by such holders.


3.1.3.          Amendments and Supplements.  The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such 


 


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Registration Statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred
eighty (180) days plus any period during which any such disposition is interfered
with by any stop order or injunction of the Commission or any governmental
agency or court) or such securities have been withdrawn.


3.1.4.          Notification.  After the filing of a Registration Statement,
the Company shall promptly, and in no event more than two (2) Business Days
after such filing, notify the holders of Registrable Securities included in
such Registration Statement of such filing, and shall further notify such
holders promptly and confirm such advice in writing in all events within two
(2) Business Days of the occurrence of any of the following: (i) when such
Registration Statement becomes effective; (ii) when any post-effective
amendment to such Registration Statement becomes effective; (iii) the issuance
or threatened issuance by the Commission of any stop order (and the Company
shall take all actions required to prevent the entry of such stop order or to
remove it if entered); and (iv) any request by the Commission for any amendment
or supplement to such Registration Statement or any prospectus relating thereto
or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the securities covered by such
Registration Statement, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in
such Registration Statement any such supplement or amendment; except that
before filing with the Commission a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in
such Registration Statement and to the legal counsel for any such holders,
copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and legal counsel with a reasonable opportunity
to review such documents and comment thereon, and the Company shall not file
any Registration Statement or prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such holders or their
legal counsel shall object.


3.1.5.          State Securities Laws Compliance.  The Company shall use its best efforts to (i)
register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other Governmental Authorities as may be necessary by virtue
of the business and operations of the Company and do any and all other acts and
things that may be necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it 


 


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would not otherwise be required to qualify but for
this paragraph (e) or subject itself to taxation in any such jurisdiction.


3.1.6.          Agreements for Disposition.  The Company shall enter into customary
agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities.  The representations, warranties and covenants
of the Company in any underwriting agreement which are made to or for the
benefit of any Underwriters, to the extent applicable, shall also be made to
and for the benefit of the holders of Registrable Securities included in such
registration statement.  No holder of
Registrable Securities included in such registration statement shall be
required to make any representations or warranties in the underwriting
agreement except as reasonably requested by the Company and, if applicable,
with respect to such holder’s organization, good standing, authority, title to
Registrable Securities, lack of conflict of such sale with such holder’s
material agreements and organizational documents, and with respect to written
information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement.  Holders of Registrable Securities shall agree
to such covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type.  Further, such holders shall cooperate fully
in the preparation of the registration statement and other documents relating
to any offering in which they include securities pursuant to Section 2
hereof.  Each holder shall also furnish
to the Company such information regarding itself, the Registrable Securities
held by such holder, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities.


3.1.7.          Cooperation.  The principal executive officer of the
Company, the principal financial officer of the Company, the principal
accounting officer of the Company and all other officers and members of the
management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering and all
other offering materials and related documents, and participation in meetings
with Underwriters, attorneys, accountants and potential investors.


3.1.8.          Records.  The Company shall make available for
inspection by the holders of Registrable Securities included in such
Registration Statement, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such
Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be
necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information
requested by any of them in connection with such Registration Statement.


3.1.9.          Opinions and Comfort Letters.  The Company shall furnish to each holder of
Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the
Company delivered to any 


 


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Underwriter and (ii) any comfort letter from the
Company’s independent public accountants delivered to any Underwriter.  In the event no legal opinion is delivered to
any Underwriter, the Company shall furnish to each holder of Registrable
Securities included in such Registration Statement, at any time that such
holder elects to use a prospectus, an opinion of counsel to the Company to the
effect that the Registration Statement containing such prospectus has been
declared effective and that no stop order is in effect.


3.1.10.        Earnings Statement.  The Company shall comply with all applicable
rules and regulations of the Commission and the Securities Act and make
available to its shareholders, as soon as practicable, an earnings statement
covering a period of twelve (12) months, beginning within three (3) months
after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder.


3.1.11.        Listing.  The Company shall use its best efforts to
cause all Registrable Securities included in any registration to be listed on
such exchanges or otherwise designated for trading in the same manner as
similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


3.2.          Obligation to Suspend Distribution.  Upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3.1.4(iv), or,
in the case of a resale registration on Form S-3 pursuant to Section 2.3
hereof, upon any suspension by the Company, pursuant to a written insider
trading compliance program adopted by the Company’s Board of Directors, of the
ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information and such
holder’s status would be deemed an “insider” under such program, each holder of
Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such holder
receives the supplemented or amended prospectus contemplated by Section
3.1.4(iv) or the restriction on the ability of “insiders” to transact in the
Company’s securities is removed or is inapplicable to such holder, as
applicable, and, if so directed by the Company, each such holder will deliver
to the Company all copies, other than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


3.3.          Registration Expenses.  The Company shall bear all costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1,
any Piggy-Back Registration pursuant to Section 2.2, and any registration on
Form S-3 effected pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without
limitation; (i) all registration and filing fees; (ii) fees and expenses of
compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the 


 


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Company’s internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees); (v) the fees and expenses incurred in connection with
the listing of the Registrable Securities as required by Section 3.1.11; (vi) National
Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of
counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to
Section 3.1.9); (viii) the fees and expenses of any special experts retained by
the Company in connection with such registration and (ix) the fees and expenses
of one legal counsel selected by the holders of a majority-in-interest of the
Registrable Securities included in such registration.  The Company shall have no obligation to pay
any underwriting discounts or selling commissions or transfer taxes, if any,
attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions or transfer taxes, if any,
shall be borne by such holders. 
Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the underwriter pro rata in
proportion to the respective amount of shares each is selling in such offering.


3.4.          Information.  The holders
of Registrable Securities shall provide such information as may reasonably be
requested by the Company, or the managing Underwriter, if any, in connection
with the preparation of any Registration Statement, including amendments and
supplements thereto, in order to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with federal and applicable state
securities laws.


3.5.          Holder Obligations.  No holder of Registrable Securities may
participate in any underwritten offering pursuant to this Section 3 unless such
holder (i) agrees to sell only such holder’s Registrable Securities on the
basis reasonably provided in any underwriting agreement, and (ii) completes,
executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably
required by or under the terms of any underwriting agreement or as reasonably
requested by the Company.


4.             INDEMNIFICATION
AND CONTRIBUTION.


4.1.          Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners,
members and agents, and each person, if any, who controls an Investor and each
other holder of Registrable Securities (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, arising out of or based upon
any untrue statement (or allegedly untrue statement) of a material fact
contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration 


 


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Statement, or arising out
of or based upon any omission (or alleged omission) to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule
or regulation promulgated thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration; and the Company shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses reasonably incurred by such Investor
Indemnified Party in connection with investigating and defending any such expense,
loss, judgment, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such
expense, loss, claim, damage or liability arises out of or is based upon any
untrue statement or allegedly untrue statement or omission or alleged omission
made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by
such selling holder expressly for use therein. 
The Company also shall indemnify any Underwriter of the Registrable
Securities, their officers, affiliates, directors, partners, members and agents
and each person who controls such Underwriter on substantially the same basis
as that of the indemnification provided above in this Section 4.1.


4.2.          Indemnification by Holders of
Registrable Securities.  Each selling
holder of Registrable Securities will, in the event that any registration is
being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers and each underwriter (if any),
and each other person, if any, who controls such selling holder or such
underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or allegedly
untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or the alleged omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and
officers, and each such controlling person for any legal or other expenses
reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action.  Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to
the amount of any net proceeds (after payment of all underwriting fees,
discounts, commissions and taxes) actually received by such selling holder from
the sale of Registrable Securities which gave rise to such indemnification
obligation.


4.3.          Conduct of Indemnification
Proceedings.  Promptly after receipt
by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity 


 


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may be sought pursuant to
Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in
respect thereof is to be made against any other person for indemnification
hereunder, notify such other person (the “Indemnifying Party”) in writing of
the loss, claim, judgment, damage, liability or action; provided, however, that the
failure by the Indemnified Party to notify the Indemnifying Party shall not
relieve the Indemnifying Party from any liability which the Indemnifying Party
may have to such indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure.  If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all
other Indemnifying Parties, to assume control of the defense thereof with
counsel reasonably satisfactory to the Indemnified Party.  After notice from the Indemnifying Party to
the Indemnified Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of
investigation; provided, however, that in any action in which both the
Indemnified Party and the Indemnifying Party are named as defendants, the
Indemnified Party shall have the right to employ separate counsel (but no more
than one such separate counsel) to represent the Indemnified Party and its
controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, with the fees and expenses of such counsel to be paid by
such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
judgment or settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding.


4.4.          Contribution.


4.4.1.          If the indemnification provided for in
the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party
in respect of any loss, claim, damage, liability or action referred to herein,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and
the Indemnifying Parties in connection with the actions or omissions which
resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations.  The
relative fault of any Indemnified Party and any Indemnifying Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by such Indemnified Party
or such Indemnifying 


 


13

















 


Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.


4.4.2.          The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1.  The
amount paid or payable by an Indemnified Party as a result of any loss, claim,
damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Party in connection with
investigating or defending any such action or claim.  Notwithstanding the provisions of this
Section 4.4, no holder of Registrable Securities shall be required to
contribute any amount in excess of the dollar amount of the net proceeds (after
payment of all underwriting fees, discounts, commissions and taxes) actually
received by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation.  No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.


5.             UNDERWRITING
AND DISTRIBUTION.


5.1.          Rule 144.  The Company covenants that it shall file any
reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities
may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such Rules may be amended from time to time, or
any similar Rule or regulation hereafter adopted by the Commission.


6.             MISCELLANEOUS.


6.1.          Other Registration Rights.  The Company represents and warrants that no
person, other than a holder of the Registrable Securities and CRT Capital Group
LLC, has any right to require the Company to register any shares of the Company’s
capital stock for sale or to include shares of the Company’s capital stock in
any registration filed by the Company for the sale of shares of capital stock
for its own account or for the account of any other person.


6.2.          Assignment; No Third Party
Beneficiaries.  This Agreement and
the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part.  This Agreement and the rights, duties and
obligations of the holders of Registrable Securities hereunder may be freely
assigned or delegated by such holder of Registrable Securities in conjunction
with and to the extent of any transfer of Registrable Securities by any such
holder.  This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each
of the parties and their respective successors and the permitted assigns of the
Investor or holder of Registrable Securities or of any assignee of the Investor
or holder of Registrable Securities. 
This Agreement is not intended to confer any 


 


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rights or benefits on any
persons that are not party hereto other than as expressly set forth in Article
4 and this Section 6.2.


6.3.          Notices.  All notices, demands, requests, consents,
approvals or other communications (collectively, “Notices”) required or
permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to
such other address as such party shall have specified most recently by written
notice.  Notice shall be deemed given on
the date of service or transmission if personally served or transmitted by
telegram, telex or facsimile, provided, that if such service or transmission is
not on a business day or is after normal business hours, then such notice shall
be deemed given on the next business day. 
Notice otherwise sent as provided herein shall be deemed given on the
next business day following timely delivery of such notice to a reputable air
courier service with an order for next-day delivery.


To the Company:


 


Shermen WSC Acquisition Corp.

c/o The Shermen Group

1251 Avenue of the Americas

Suite 900

New York, New York  10020


 


with a copy to:


 


Dechert LLP

30 Rockefeller Plaza

New York, New York  10112

Attention:  Gerald Adler, Esq.


 


To an Investor, to:


 


the addresses listed on Exhibit A hereto


 


6.4.          Severability.  This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof.  Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.


 


15

















 


6.5.          Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.


6.6.          Entire Agreement.  This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and
discussions between the parties, whether oral or written.


6.7.          Modifications and Amendments.  No amendment modification or termination of
this Agreement shall be binding upon any party unless executed in writing by
such party.


6.8.          Titles and Headings.  Titles and headings of sections of this
Agreement are for convenience only and shall not affect the construction of any
provision of this Agreement.


6.9.          Waivers and Extensions.  Any party to this Agreement may waive any
right, breach or default which such party has the right to waive, provided that
such waiver will not be effective against the waiving party unless it is in
writing, is signed by such party, and specifically refers to this
Agreement.  Waivers may be made in
advance or after the right waived has arisen or the breach or default waived
has occurred.  Any waiver may be
conditional.  No waiver of any breach of
any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision
herein contained.  No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts.


6.10.        Remedies Cumulative.  In the event that the Company fails to
observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Investor or any other holder of Registrable Securities may
proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of
any power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to
post a bond.  None of the rights, powers
or remedies conferred under this Agreement shall be mutually exclusive, and
each such right, power or remedy shall be cumulative and in addition to any
other right, power or remedy, whether conferred by this Agreement or now or
hereafter available at law, in equity, by statute or otherwise.


6.11.        Governing Law.  This Agreement shall be governed by,
interpreted under, and construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed within the
State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other
jurisdiction.


 


16

















 


6.12.        Waiver of Trial by Jury.  Each party hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.


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IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be executed and delivered by their duly
authorized representatives as of the date first written above.


	
   

  	
  SHERMEN WSC ACQUISITION
  CORP.

  A Delaware Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Kenneth Moshenek

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERMEN ACQUISITION
  HOLDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Shermen Capital
  Partners, LLC,

  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Francis P. Jenkins, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John E. Toffolon, Jr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph F. Prochaska

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Donald D. Pottinger

  
						



 


 


 


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