SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Westway Group, Inc. (formerly Shermen WSC Acquisition Corp.)

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

96169B100

(CUSIP Number)

David M. Knott

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 28, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be ‘‘filed’’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (‘‘Act’’) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 96169B100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS  (ENTITIES ONLY) David M. Knott
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 2,746,256
			8	SHARED VOTING POWER 71,872
			9	SOLE DISPOSITIVE POWER 2,857,142
			10	SHARED DISPOSITIVE POWER
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,142
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6%
14		TYPE OF REPORTING PERSON (See Instructions) IN

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CUSIP No. 96169B100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS  (ENTITIES ONLY) Dorset Management CorporationIRS # 11-2873658
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 2,746,256
			8	SHARED VOTING POWER 71,872
			9	SOLE DISPOSITIVE POWER 2,857,142
			10	SHARED DISPOSITIVE POWER
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,142
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6%
14		TYPE OF REPORTING PERSON (See Instructions) CO

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CUSIP No. 96169B100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS  (ENTITIES ONLY) Knott Partners, L.P.IRS # 11-2835793
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 1,291,643
			8	SHARED VOTING POWER
			9	SOLE DISPOSITIVE POWER 1,291,643
			10	SHARED DISPOSITIVE POWER
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,291,643
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14		TYPE OF REPORTING PERSON (See Instructions) PN

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CUSIP No. 96169B100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS  (ENTITIES ONLY) Knott Partners Offshore Master Fund, L.P.IRS # 41-2221142
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 886,928
			8	SHARED VOTING POWER
			9	SOLE DISPOSITIVE POWER 886,928
			10	SHARED DISPOSITIVE POWER
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 886,928
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
14		TYPE OF REPORTING PERSON (See Instructions) PN

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Item 1.Security and Issuer

This statement on Schedule 13D relates to the Class A Common Stock of Westway Group, Inc. (formerly Shermen WSC Acquisition Corp.) (the “Company”), and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The address of the principal executive offices of the Company is 365 Canal Street, Suite 2900, New Orleans, Louisiana 70130.

Item 2.Identity and Background

Reporting Persons:	David M. Knott, an individual
	Dorset Management Corporation (“DMC”), a New York corporation
	Knott Partners, L.P., a New Jersey limited partnership
	Knott Partners Offshore Master Fund, L.P., a Cayman Islands Exempted Limited Partnership
Principal office:	David M. Knott, Dorset Management Corporation and Knott Partners, L.P.
	485 Underhill Boulevard, Suite 205
	Syosset, New York 11791
	For Knott Partners Offshore Master Fund, L.P. c/o Walkers SPV Limited, Walker House 87 Mary Street, Georgetown, Cayman  KY1-9002 Cayman Islands

Principal business:

Mr. Knott is the managing member of Knott Partners Management, LLC, a New York limited liability company (“Knott Management”), that is the sole General Partner of Shoshone Partners, L.P., a Delaware limited partnership (“Shoshone”), Mulsanne Partners, L.P., a Delaware limited partnership (“Mulsanne”), and Knott Partners Offshore Master Fund, L.P., a Cayman Islands Exempted Limited Partnership (“Knott Offshore”), and managing general partner of Knott Partners, L.P., a New Jersey limited partnership (“Knott Partners” and together with Shoshone, Mulsanne and Offshore, the “Partnerships”).  The Partnerships invest in securities that are sold in public markets.  The principal activity of each Partnership is the acquisition of long and short positions in equity securities of publicly traded U.S. and foreign securities.  Each Partnership has the authority to employ various trading and hedging techniques and strategies in connection therewith. 

Mr. Knott is also the sole shareholder, Director and President of DMC, which provides investment management services to the Partnerships and a limited number of other foreign and domestic individuals and entities (collectively, the “Managed Accounts”). Collectively, DMC, Mr. Knott, Knott Partners and Knott Offshore are hereinafter referred to as the “Reporting Persons” and the Partnerships and the Managed Accounts are hereinafter collectively referred to as the “Direct Owners”.

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During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.Source and Amount of Funds or Other Consideration

The source of funds used in making each of the purchases of the Class A Common Stock purchased indirectly by Mr. Knott through the Partnerships and the Managed Accounts was the portfolio assets of the Partnerships and each of the Managed Accounts on whose behalf Mr. Knott has purchased the Class A Common Stock.  Of the Direct Owners, only Knott Partners and Knott Offshore individually beneficially own more than five percent of the Common Stock. The aggregate amount of consideration used by the Reporting Parties in making such purchases was $11,733,827.

Mr. Knott effects purchases of securities primarily through margin accounts maintained by Goldman, Sachs & Co., which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the firm’s credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

The shares of Class A Common Stock beneficially owned by the Reporting Persons were acquired by the Direct Owners through open-market purchases and negotiated transactions.

Item 4.Purpose of Transaction

The acquisition of the Class A Common Stock by the Reporting Parties was made solely for investment purposes in the ordinary course of business, and not with a view towards influencing any extraordinary corporate transaction, any change in the Company’s board of directors or management, or any other change in the Company’s business, corporate structure or capitalization.

Pursuant to an agreement (the “Agreement”), dated as of May 22, 2009, by and between Shermen WSC Holding LLC, a Delaware limited liability company (“Sherman”), and DMC, in consideration for the purchase by DMC of 2,000,000 shares of Class A Common Stock, Sherman agreed to transfer 857,142 shares of Class A Common Stock owned by it to DMC upon release of such shares from escrow on November 28, 2009.  As of the date of purchase of the 2,000,000 shares of Class A Common Stock, the Company had 28,500,000 outstanding shares of Class A Common Stock and the Reporting Persons filed a Schedule 13G on May 26, 2009.  However, based on the Company’s Form 10-Q for the quarter ended June 30, 2009, the Company had only 13,899,033 shares of Class A Common Stock outstanding.  Since the Reporting Persons become the beneficial owner of the additional 857,142 shares 60 days prior to their release from escrow pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are now deemed to beneficially own more than 20% of the outstanding shares of Class A Common Stock and, therefore, are required to file this Schedule 13D.

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The Reporting Parties do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D.  Each of the Reporting Parties may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

Item 5.Interest in Securities of the Issuer

(a)           Pursuant to Rule 13d-3, Mr. Knott and DMC may be deemed to own beneficially 2,857,142 shares of Class A Common Stock, which represents 20.6% of all outstanding shares of Class A Common Stock.  Knott Partners directly beneficially owns 1,291,643 shares of Class A Common Stock, which represents 9.3% of the outstanding shares of Class A Common Stock. Knott Offshore directly beneficially owns 886,928 shares of Class A Common Stock, which represents 6.4% of the outstanding shares of Class A Common Stock.  None of the other individual Partnerships or Managed Accounts owns a number of shares of Class A Common Stock equal to or greater than 5% of such total Class A Common Stock outstanding.

(b)           Mr. Knott individually has the sole power to vote 2,746,256 shares of Class A Common Stock and dispose of 2,857,142 shares of Class A Common Stock held in the Partnerships’ accounts and the Managed Accounts.  As President of DMC, Mr. Knott shares with certain of DMC’s clients the power to vote that portion of 71,872 shares of Class A Common Stock held in their respective accounts.

None of the Partnerships or Managed Accounts (except through Mr. Knott) either holds or shares with any person the power to vote or to dispose of the Company’s Class A Common Stock.

(c)           The Reporting Parties have not acquired or disposed of any shares the Company’s Class A Common Stock during the past 60 days.

(d)           The Partnerships and Managed Accounts have the right to receive dividends and proceeds from the sale of the shares of Class A Common Stock that may be deemed to be beneficially owned by the Reporting Parties.  No individual person or entity has such right with regard to greater than five percent of the Class A Common Stock.

(e)           Not applicable.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Parties have entered into agreements with the Partnerships and Managed Accounts pursuant to which the Reporting Parties have discretion over the disposition and/or the voting of the shares of Class A Common Stock.  In addition, see Item 4.

Item 7. Materials to be Filed as Exhibits

1.  Agreement, dated May 22, 2009, between Shermen WSC Holding LLC and Dorset Management Corporation.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: October 2, 2009
	/s/ David M. Knott
	David M. Knott

Dated: October 2, 2009	Dorset Management Corporation
	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	President

Dated: October 2, 2009	Knott Partners, L.P.
	By: Knott Partners Management, LLC, its managing general partner
	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	Managing Member

Dated: October 2, 2009	Knott Partners Offshore Master Fund, L.P.
	By: Knott Partners Management, LLC, its sole general partner
	By:	/s/ David M. Knott
	Name:	David M. Knott
	Title:	Managing Member

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EX-99.1

Execution Copy

AGREEMENT

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

WHEREAS, Shermen WSC Acquisition Corp. (“Shermen”) has agreed to purchase certain businesses from ED&F Man Holdings Limited (together with its affiliates, “ED&F”) and certain of its affiliates, pursuant to a Transaction Agreement dated as of November 25, 2008, and amended and restated as of May 1, 2009 (such purchase, the “Business Combination”; such agreement as amended and restated, the “Transaction Agreement”);

WHEREAS, approval of the Business Combination is contingent upon, among other things, the affirmative vote of a majority of shares of Shermen’s common stock, par value $.0001 per share (“Common Stock”), (a) voted by the holders of Common Stock issued in the initial public offering of Shermen consummated on May 30, 2007 (such initial public offering, the “IPO”; such holders, the “Public Stockholders”) present and entitled to vote at the meeting of Shermen’s stockholders to be held on May 26, 2009 (as such meeting may be adjourned or postponed, the “Stockholders Meeting”) and (b) outstanding as of May 7, 2009 (the “Record Date”) for the Stockholders Meeting;

WHEREAS, pursuant to certain provisions in Shermen’s amended and restated certificate of incorporation, a Public Stockholder may, if such Public Stockholder affirmatively votes against the Business Combination, elect that Shermen convert such Public Stockholder’s shares of Common Stock into cash (“Conversion Rights”);

WHEREAS, the Business Combination is conditioned upon the exercise of Conversion Rights by holders of less than 40% of Common Stock issued in the IPO;

WHEREAS, Holding is the legal and beneficial owner of 5,663,750 shares of Common Stock and Holding (a) owned such shares as of the close business on the Record Date and (b) has the sole and exclusive right to vote such shares at the Stockholders Meeting, subject to undertakings made in connection with the IPO;

WHEREAS, subject to the terms and conditions set forth herein, Stockholder agrees to purchase 2,000,000 shares of Common Stock and to vote, at the Stockholders Meeting, each share of Common Stock held by Stockholder at such time in favor of the Business Combination and all other proposals required to consummate the Business Combination at the Stockholders Meeting; and

WHEREAS, in order to induce Stockholder to enter into this Agreement, Holding agrees, subject to the terms and conditions set forth herein, to transfer 857,142 shares of Common Stock owned by it (the “Transferred Shares”) to Stockholder upon release of such shares from escrow upon termination of the Escrow Period (as defined in the Stock Escrow Agreement dated as of May 30, 2007, to which Shermen and Holding are parties (the “Escrow Agreement”));

NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

1. Covenants of Holding. Subject to Stockholder having performed or complied with all agreements and covenants required by Section 2 of this Agreement to be performed or complied with by Stockholder, and solely in consideration thereof, Holding agrees that, upon release of the Transferred Shares from escrow upon termination of the Escrow Period, Holding shall (a) sell, transfer and assign to Stockholder all of Holding’s right, title and interest in the Transferred Shares, (b) tender certificates representing the Transferred Shares to Stockholder and duly executed stock powers or other instruments of transfer required to transfer the Transferred Shares to Stockholder, (c) under the Registration Rights Agreement dated May 30, 2007 to which Shermen and Holding are parties (the “Registration Rights Agreement”), assign to Stockholder Holding’s registration rights with respect to the Transferred Shares and agree that the Purchased Shares (as defined below) shall be included in the definition of “Registrable Securities” contained therein and (d) at the option of Holding, either take such steps as are required to include the Transferred Shares in an effective shelf registration statement of Shermen (pursuant to a post-effective amendment or otherwise) promptly after the transfer of the Transferred Shares to Stockholder (and in any event within thirty(30) days of such transfer), or, at the written request of the Stockholder, make a demand for a Demand Registration of the Transferred Shares on behalf of the Stockholder pursuant to Section 2.1.1 of the Registration Rights Agreement.

2. Covenants of Stockholder.

2.1. Prior to the Stockholders Meeting, Stockholder shall purchase 2,000,000 shares of Common Stock (the “Purchased Shares”).

2.2. Stockholder shall vote, or direct to be voted as set forth in Section 2.4, at the Stockholders Meeting, each share of Common Stock held by it at such time (including each Purchased Share but not including any Transferred Share) in favor of the Business Combination and all other proposals required to consummate the Business Combination at the Stockholders Meeting.

2.3. If, as of the date of this Agreement, Stockholder has not elected to exercise its Conversion Rights with respect to any shares of Common Stock held by it, Stockholder shall not elect to exercise such Conversion Rights. If, however, as of the date of this Agreement, Stockholder has elected to exercise its Conversion Rights with respect any of the shares of Common Stock held by it, it shall properly and validly withdraw such conversion election with respect to all such shares of Common Stock within one business day of this Agreement.

2.4. Promptly after purchasing the Purchased Shares, Stockholder shall direct Lazard Capital Markets LLC (“Lazard”) to take all action necessary such that the sellers of the Purchased Shares vote at the Stockholders Meeting in accordance with the instructions of Stockholder.  Stockholder shall request that Lazard deliver to Holding, if available, a true and correct copy of the voting information form with respect to all shares of Common Stock held by Stockholder (including the Purchased Shares) indicating the financial institution through which those shares are held and the control number regarding the voting of those shares (the “Control Number”), or, in the alternative, written confirmation by Lazard of such information as would appear on the voting information form.  Stockholder agrees that Holding may use the Control Number to enforce the terms of this Agreement.

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3. Representations and Warranties of Holding.

3.1. Holding hereby represents to Stockholder on the date hereof and on the Closing Date that:

(a) Sophisticated Holding. Holding is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the transfer of the Transferred Shares to Stockholder.

(b) Independent Investigation. Holding, in making the decision to transfer the Transferred Shares to Stockholder, has not relied upon any oral or written representations or assurances from Shermen or ED&F or any of their respective officers, directors or employees or any other representatives or agents of Shermen or ED&F. Holding has had access to and reviewed all of the filings made by Shermen with the SEC, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”), in each case to the extent available and publicly accessible via the SEC's Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(c) Authority. This Agreement has been validly authorized, executed and delivered by Holding and, assuming the due authorization, execution and delivery thereof by Stockholder, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance of this Agreement by Holding does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Holding is a party which would prevent Holding from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Holding is subject. As of each of the Record Date and the date hereof, Holding was and is the legal and beneficial owner of the Transferred Shares and had and has the sole and exclusive right to vote the Transferred Shares at the Stockholders Meeting, subject to undertakings made in connection with the IPO.

(d) Consents. No consent, approval, order or authorization of, or registration, qualification, or filing, with any governmental authority or any other person is required on the part of Holding in connection with the execution, delivery and performance of this Agreement.

(e) Free and Clear of Encumbrances. Holding is the beneficial owner of the Transferred Shares and has good marketable title to the Transferred Shares, subject to the terms of the Escrow Agreement, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

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(f) No Additional Agreements. Other than this Agreement and the letter agreement dated May 24, 2007, between Shermen and Holding, Holding is not party to any agreement to sell, otherwise transfer, or vote any of the Transferred Shares.

(g) No Legal Advice from Stockholder. Holding acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Holding’s own legal counsel and investment and tax advisors. Holding is relying solely on such counsel and advisors and not on any statements or representations of Stockholder or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

4. Representations and Warranties of Stockholder.

4.1. Stockholder hereby represents to Holding on the date hereof that:

(a) Sophisticated Stockholder. Stockholder is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the transfer of the Transferred Shares by Holding.

(b) Independent Investigation. Stockholder, in making the decision to accept the Transferred Shares from Holding and to agree to the covenants set forth herein, has not relied upon any oral or written representations or assurances from Holding, Shermen or ED&F or any of their respective officers, directors or employees or any other representatives or agents of Holding, Shermen or ED&F. Stockholder has had access to and has had an opportunity to review all of the filings made by Shermen with the SEC, pursuant to the Exchange Act and the Securities Act, in each case to the extent available and publicly accessible via EDGAR.

(c) Authority. This Agreement has been validly authorized, executed and delivered by Stockholder and, assuming the due authorization, execution and delivery thereof by Holding, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Stockholder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Stockholder is a party which would prevent Stockholder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Stockholder is subject. As of the date of the Stockholders Meeting, Stockholder will be the legal and beneficial owner of all shares of Common Stock held by it (which shall include all of the Purchased Shares but none of the Transferred Shares) and will have directed Lazard to take all action necessary such that the sellers of the Purchased Shares vote at the Stockholders Meeting in accordance with the instructions of Stockholder and do not exercise the Conversion Rights attached to such shares at the Stockholders Meeting.

(d) Consents. No consent, approval, order or authorization of, or registration, qualification, or filing, with any governmental authority or any other person is required on the part of Stockholder in connection with the execution, delivery and performance of this Agreement.

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(e) No Additional Agreements. Other than this Agreement, Holding is not and will not, at the time of the Stockholders Meeting, be party to any agreement to vote any of the shares of Common Stock held by it (including the Transferred Shares and the Purchased Shares).

(f) No Legal Advice from Holding. Stockholder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Stockholder’s own legal counsel and investment and tax advisors. Stockholder is relying solely on such counsel and advisors and not on any statements or representations of Holding or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

5. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the termination of the Transaction Agreement or at 11:59 p.m., eastern daylight time, on May 30, 2009, if the Business Combination has not occurred by such time.

6. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

7. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties 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. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

9. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

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10.Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations, warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

SHERMEN WSC HOLDING LLC
By:	/s/ Francis P. Jenkins, Jr.
	Name:  Francis P. Jenkins, Jr.
	Title:    Managing Member

DORSET MANAGEMENT CORPORATION, Solely on behalf of funds for which it serves as investment manager
By:	/s/ David M. Knott
	Name:  David M. Knott
	Title:    President
Address: 485 Underhill Boulevard, Suite 205
Syosset, New York 11791

THE UNDERSIGNED acknowledge and agree that, under the Registration Rights Agreement and pursuant to Section 1 of this Agreement, Stockholder (1) will be assuming Holding’s registration rights with respect to the Transferred Shares, (2) shall be entitled to include the Purchased Shares in the definition of “Registrable Securities” contained therein, (3) will be able to exercise such registration rights as if it were an original signatory thereto and (4) will honor any demand for a Demand Registration made by Holding with respect to the Transferred Shares on behalf of Stockholder pursuant to Section 1, subject to the terms and conditions of the Registration Rights Agreement.

SHERMEN WSC ACQUISITION CORP.
By:	/s/ Francis P. Jenkins, Jr.
	Name:  Francis P. Jenkins, Jr.
	Title:    Managing Member

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