THIS AGREEMENT is made on 28 May 2009

BETWEEN

(1)                           WESTWAY GROUP, INC. as borrower (the “ Company ”);

(2)                           WESTWAY HOLDINGS NETHERLANDS BV as borrower (“ Westway Netherlands ”, together with the Company as borrower, the “ Borrowers ”);

(3)                           WESTWAY GROUP, INC. as guarantor in respect of the obligations of Westway Netherlands (the “ Guarantor ”); and

(4)                           E D & F MAN TREASURY MANAGEMENT PLC as lender (the “ Lender ”).

IT IS AGREED as follows:

1.                                DEFINITIONS -

1.1                          In this Agreement:

“ Applicable Rate ” means:

(a)                           in relation to any amount in the Base Currency or an Optional Currency in respect of which LIBOR exists, LIBOR; and

(b)                          in relation to any amount in any other Optional Currency in respect of which LIBOR does not exist, the rate nominated by the Lender representing the average cost to the Lender of funding that amount in that Optional Currency from whatever source it may reasonably select.

“ Available Facility ” means the amount of the Facility minus (a) the amount of any outstanding Loans; and (b) in relation to any proposed utilisation, the amount of any Loans that are due to be made on or before the proposed utilisation date.

“ Availability Period ” means the period from and including the date of this Agreement to and including the date falling 30 days after the date of this Agreement (or if that date is not a Business Day, the next Business Day).

“ Base Rate ” means dollars.

“ Base Currency Amount ” means, in relation to a Loan, the amount specified in the utilisation request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at an exchange rate nominated by the Lender on the date which is three Business Days before the utilisation date or, if later, on the date the Lender receives the utilisation request).

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Amsterdam and New York.

“ Facility ” means the loan facility in an aggregate amount of $100,000,000 made available under this Agreement to the extent not cancelled or reduced under this Agreement.

“ Finance Document ” means this Agreement and any other document designated as a “Finance Document” by the Lender and the Company.

“ Group ” means the Guarantor and its Subsidiaries for the time being.

“ Increased Costs ” means:

(a)                          a reduction in the rate of return from the Facility or on Lender’s (or its affiliate’s) overall capital;

(b)                         an additional or increased cost; or

(c)                          a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by the Lender or any of its affiliates to the extent that it is attributable to the Lender having entered into a commitment or funding or performing its obligations under any Finance Document.

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“ LIBOR ” means, in relation to any amount in a relevant currency on which interest for a given period is to accrue, the applicable screen rate as at 11.00 a.m. on a relevant calculation date for the offering of deposits of that amount in that currency for one month and the “ screen rate ” means the British Bankers’ Association Interest Settlement Rate for that currency for one month displayed on pages “LIBOR01” and “LIBOR02” of the Reuters screen.

“ Loan ” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“ Margin ” means 3.50 per cent. per annum.

“ Obligor ” means a Borrower or the Guarantor.

“ Optional Currency ” means any currency other than the Base Currency as agreed by the Lender.

“ Party ” means a party to this Agreement.

“ Permanent Facility Agreement ” means a $100,000,000 facility agreement which will be entered into by the Parties to replace this Agreement incorporating arm’s length financing terms typically seen in the London market for corporate loans to obligors such as the Obligors.

“ Subsidiary ” means a subsidiary within the meaning of section 1159 of the Companies Act 2006 of England and Wales.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

2.                                LOANS

2.1                          A Borrower may utilise the Facility by delivering a written request to the Lender no later than 1 p.m. (London time) on the third Business Day prior to the proposed utilisation date, or in such other form and with such lesser notice as the Lender may agree. The currency of a loan specified in a request shall be the Base Currency, unless the Lender agrees otherwise.

2.2                          On receipt of a valid Borrower’s request pursuant to Clause 2.1, the Lender agrees, subject to the maximum aggregate amount of the Facility, that it shall make the requested Loan to the relevant Borrower at the time and in the amount specified in such request provided that no demand for repayment has been made by the Lender prior to such Loan being made.

2.3                          Each Borrower shall apply all amounts borrowed by it under the Facility towards its general corporate purpose.

3.                                INTEREST

3.1                          Interest shall be payable on the date of repayment of each Loan on the amount of that Loan outstanding at the rate per annum which is the sum of the Margin and the Applicable Rate and shall be calculated on the basis of the number of days elapsed and a 360 day year or, in any case where the practice in the relevant interbank market (as nominated by the Lender for the purpose of calculating the Applicable Rate) differs, in accordance with that market practice.

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3.2                          If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is one per cent. higher than the rate referred to in Clause 3.1 above.

4.                                REPAYMENT

Each Borrower which has drawn a Loan shall repay that Loan (together with all interest accrued thereon) upon the earlier of: (i) the date falling 30 days after the making of that Loan (or if that day is not a Business Day, the next Business Day); (ii) the end of the Availability Period; and (iii) a Lender’s demand for repayment at any time, or as otherwise agreed between that Borrower and the Lender. The Borrowers shall have no right to prepay any Loan without the prior consent of the Lender.

5.                                FEES

5.1                          Commitment Fees - The Borrowers shall pay to the Lender a fee in the Base Currency computed at the rate of 1.4 per cent per annum on the Available Facility for the Availability Period and shall be jointly and severally liable for this fee.  The accrued commitment fee is payable on the last day of each successive period of one month which ends during the Availability Period, on the last day of the Availability Period and upon any repayment following a Lender’s demand pursuant to Clause 4(iii).

5.2                          Up-front fee - The Borrowers shall pay to the Lender a fee in the Base Currency computed at the rate of 1.5 per cent of the uncancelled amount of the Facility on the day falling 180 days after the date of this Agreement and shall be jointly and severally liable for this fee.

6.                                GUARANTEE

6.1                          Guarantee and indemnity - In consideration for the Lender agreeing to make Loans in accordance with this Agreement, the Guarantor irrevocably and unconditionally:

6.1.1                            guarantees to the Lender punctual performance by Westway Netherlands of all its obligations under the Finance Documents;

6.1.2                            undertakes with the Lender that whenever Westway Netherlands does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

6.1.3                            indemnifies the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which the Lender would otherwise have been entitled to recover.

6.2                          Continuing guarantee - This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by Westway Netherlands under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

6.3                          Reinstatement - If any payment by any Obligor or any discharge given by the Lender (whether in respect of the obligations of any Borrower or any securi