Exhibit 10.5


 


               
, 2007


 


Shermen
WSC Acquisition Corp.

c/o The Shermen Group

1251 Avenue of the Americas, Suite 900

New York, New York  10020


Re:         
Initial Public Offering


Gentlemen:


This letter is being delivered to you in accordance with
the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among
Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), CRT
Capital Group LLC (“CRT”) and CIBC World Markets (“CIBC”) (CRT and CIBC,
collectively, the “Underwriters”), relating to an underwritten initial public
offering (the “IPO”) of the Company’s units (the “Units”), each comprised of
one share of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), and two warrants, each of which are exercisable for one share of
Common Stock (each, a “Warrant”).  Certain capitalized terms used herein
are defined in paragraph 12 hereof.


In order to induce the Company and the Underwriters to
enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a
stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agrees with the Company as follows:


1.            
If the Company solicits approval of its stockholders of a Business Combination,
the undersigned will vote all shares of Common Stock, including Insider Shares
and IPO Shares, owned by him in accordance with the majority of the votes cast
by the Public Stockholders.


2.            
In the event that the Company fails to consummate a Business Combination within
18 months from the effective date (“Effective Date”) of the registration
statement relating to the IPO or 24 months under the circumstances described in
the prospectus relating to the IPO (the first to occur of such dates, the “Transaction
Failure Date”), the undersigned will take all reasonable actions within his
power to cause (i) the Company to dissolve and liquidate as soon as practicable
in accordance with Section 5.4 of the Amended and Restated Certificate of
Incorporation of the Company and (ii) the Trust Fund to be liquidated and
distributed to the holders of the IPO Shares as soon as practicable following
the adoption of a plan of distribution in accordance with Section 5.4 of
the Amended and Restated Certificate of Incorporation of the Company (the
earliest date on which the conditions in clauses (i) and (ii) are both
satisfied being the “Liquidation Date”).  The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to any
distributions of the Trust Fund as a result of such distribution, or to any
other amounts distributed in connection with a liquidating distribution of the
Company, with respect to his Insider Shares (“Claim”) and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever.


 


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The
undersigned hereby agrees that the Company shall be entitled to reimbursement
from the undersigned for any distribution of the Trust Fund, or any other
amounts distributed by the Company in connection with a liquidating
distribution, received by the undersigned in respect of such person’s Insider
Shares.


3.            
In order to minimize potential conflicts of interest which may arise from
multiple affiliations, the undersigned will present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire all or substantially all of the outstanding
equity securities of, or otherwise acquire or acquire control of (through
merger, capital stock exchange, asset acquisition, stock purchase or other
business combination), an operating business in the agriculture industry, until
the earlier of the consummation by the Company of a Business Combination, the
distribution of the Trust Fund or until such time as the undersigned ceases to
be an officer, director or stockholder of the Company, subject to any
pre-existing fiduciary obligations the undersigned might have.


4.            
The undersigned acknowledges and agrees that the Company will not consummate
any Business Combination which involves a company which is affiliated with any
of the Insiders or their respective affiliates unless the Company obtains an
opinion from an independent investment banking firm that the business
combination is fair to the Company’s stockholders from a financial perspective.


5.            
Neither the undersigned, any member of the family of the undersigned, nor any
affiliate of the undersigned will be entitled to receive and will not accept
any compensation for services rendered to the Company prior to or in connection
with the consummation of the Business Combination.  The undersigned shall
also be entitled to reimbursement from the Company for his out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.


6.            
Neither the undersigned, any member of the family of the undersigned, nor any
affiliate of the undersigned will be entitled to receive, or accept, a finder’s
fee or any other compensation in the event the undersigned, any member of the
family of the undersigned or any affiliate of the undersigned originates a
Business Combination.


7.            
The undersigned will escrow his Insider Shares for the three year period
commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with an escrow agent acceptable to
the Company.


8.            
The undersigned will not propose, or seek stockholder approval of, any
amendment of the provisions of Article Fifth of the Amended and Restated
Certificate of Incorporation of the Company.


9.            
The undersigned agrees to be a member of the Board of Directors of the Company
until the earlier of the consummation by the Company of a Business Combination
or the Liquidation Date.  The undersigned’s biographical information
furnished to the Company and the Underwriter and attached hereto as Exhibit A
is true and accurate in all respects, does not


 


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omit
any material information with respect to the undersigned’s background and
contains all of the information required to be disclosed pursuant to Section
401 of Regulation S-K, promulgated under the Securities Act of 1933.  The
undersigned’s questionnaires furnished to the Company and the Underwriter and
attached hereto as Exhibit B are true and accurate in all respects.  The
undersigned represents and warrants that:


               
(a)           the undersigned
is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;


               
(b)           the undersigned
has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is
not currently a defendant in any such criminal proceeding; and


               
(c)           the undersigned
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registrations denied, suspended or revoked.


The undersigned understands that the Underwriter may
conduct a background check with respect to the undersigned, and hereby
authorizes any employer, financial institution or consumer credit reporting
agency to release to the Underwriter and its legal representatives or agents
(including any investigative search firm retained by the Underwriter) any
information they may have about the undersigned’s background and finances (“Information”).
Neither the Underwriter nor its agents shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information or
in otherwise performing a background check, and the undersigned hereby releases
them from liability for any damage whatsoever in that connection.


10.          
The undersigned hereby agrees that, on a date that is within the [five]-day
period following the date that is [45] days after the date of the Underwriting
Agreement or, if earlier, the date the Underwriters terminate their
Over-allotment Option (as defined in the Underwriting Agreement) pursuant to
the terms of the Underwriting Agreement, the undersigned will forfeit to the
Company, and the Company shall accept from the undersigned, at no cost, the
number of shares of Common Stock determined by multiplying (a) the product of
(i) 750,000, multiplied by (ii) a fraction, (x) the numerator of which is the
number of Insider Shares held by the undersigned, and (y) the denominator of
which is the number of Insider Shares held by all Insiders, by (b) a fraction,
(i) the numerator of which is 3,000,000 minus the number of shares of Common
Stock purchased by the Underwriters upon the exercise of their Over-allotment
Option, and (ii) the denominator of which is 3,000,000.


11.          
The undersigned has full right and power, without violating any agreement by
which he is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into
this letter agreement and to serve as a member of the Board of Directors of the
Company.


12.          
As used herein, (i) a “Business Combination” shall mean the initial acquisition
by the Company, through a merger, capital stock exchange, asset acquisition,
stock purchase or similar other business combinations, of an operating business
in the agriculture industry selected by the Company; (ii) “Insiders” shall mean
all officers, directors and stockholders of the Company immediately prior to
the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of
the Company owned by an Insider immediately prior to the IPO; (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Public
Stockholders” shall mean the holders of IPO Shares, excluding the Insiders
which are holders of IPO Shares, if any; and (vi) “Trust Fund” shall mean the
Trust Account established under that certain Investment Management Trust
Agreement, dated as of the date hereof, between the Company and Continental
Stock Transfer & Trust Company.


 


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The undersigned acknowledges and understands that the
Underwriter and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO.  The Company and
the undersigned acknowledge that the Underwriter is an intended third party
beneficiary of the provisions of this letter agreement.  In that regard,
the Underwriter shall have the right in its sole discretion, but not the
obligation, to enforce the provisions of this letter agreement.  Nothing
contained herein shall be deemed to render the Underwriter a representative of,
or a fiduciary with respect to, the Company, its stockholders, or any creditor
or vendor of the Company with respect to the subject matter hereof.


This letter agreement shall be binding on the
undersigned and such person’s respective successors, heirs, personal
representatives and assigns.  This letter agreement shall terminate on the
earlier of (i) the Business Combination Date and (ii) the Liquidation Date;
provided that such termination shall not relieve the undersigned from liability
for any breach of this agreement prior to its termination.


This letter agreement shall be governed by and
interpreted and construed in accordance with the laws of the State of New York
applicable to contracts formed and to be performed entirely within the State of
New York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the
laws of another jurisdiction.


No term or provision of this letter agreement may be
amended, changed, waived, altered or modified except by written instrument
executed and delivered by the party against whom such amendment, change,
waiver, alteration or modification is to be enforced.


 


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  Joseph F. Prochaska

  
	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  
	
  Shermen WSC Acquisition
  Corp.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:  G. Kenneth
  Moshenek

  	
   

  
	
  Title:   
  President and Chief Operating Officer

  	
   

  
	
   

  	
   

  
				



 


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