“***Code***” means the Internal Revenue Code of 1986, as amended from time to time, and anysuccessor statute.          “***Company Group***” means International and its Subsidiaries.          “***Consolidated Subsidiaries***” means each Subsidiary of International (whether now existing orhereafter created or acquired) the financial statements of which shall be consolidated with thefinancial statements of International in accordance with GAAP.          “***Debt***” means, for any Person, the sum of the following (without duplication): (a) allobligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances,debentures, notes or other similar instruments; (b) all obligations of such Person (whethercontingent or otherwise) in respect of letters of credit, surety or other bonds and similarinstruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations ofsuch Person to pay the deferred purchase price of Property or services; (d) all obligations underCapital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the otherclauses of this definition) of others secured by (or for which the holder of such Debt has anexisting right, contingent or otherwise, to be secured by) a Lien on any Property of such Person,whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clausesof this definition) of others guaranteed by such Person or in which such Person otherwise assures acreditor against loss of the Debt (howsoever such assurance shall be made) to the extent of thelesser of the amount of such Debt and the maximum stated amount of such guarantee or assuranceagainst loss; (h) all obligations or undertakings of such Person to maintain or cause to bemaintained the financial position or covenants of others or to purchase the Debt or Property ofothers; (i) obligations to deliver commodities, goods or services in consideration of one or moreadvance payments; (j) obligations to pay for goods or services even if such goods or services arenot actually received or utilized by such Person; (k) any Debt (as defined in other clauses of thisdefinition) of a partnership for which such Person is liable either by agreement, by operation oflaw or by a Governmental Requirement but only to the extent of such liability; (l) the undischargedbalance of any production payment created by such Person or for the creation of which such Persondirectly or indirectly received payment; and (m) any purchase money security interest in anyproperty, or interest therein created or assumed contemporaneously with the purchase of suchproperty, or interest therein, to secure or provide for the payment or financing of any part of thepurchase price thereof. The Debt of any Person shall include all obligations of such Person of thecharacter described above to the extent such Person remains legally liable in respect thereofnotwithstanding that any such obligation is not included as a liability of such Person under GAAP.          “***Environmental Claim***” means any claim, demand, proceeding, suit, investigation, loss, cost,expense, liability, penalty or damage arising, incurred or otherwise asserted pursuant to anyEnvironmental Law.          “***Environmental Law***” means any and all Governmental Requirements pertaining to pollution,protection of human health or the environment, or workplace health and safety, including withoutlimitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C.
 

 
§ 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean AirAct, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 etseq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Oil Pollution Act, 33 U.S.C.§ 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.;the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j-26; the Occupational Safety and HealthAct, 29 U.S.C. § 651 et seq.; and all similar Governmental Requirements of any GovernmentalAuthority having jurisdiction over International or its Properties or operations, and allamendments to such Governmental Requirements and all regulations implementing any of the foregoing.          “***Equity Interests***” means shares of capital stock, partnership interests, membership interestsin a limited liability company, beneficial interests in a trust or other equity ownership interestsin a Person, and any warrants, options of other rights entitling the holder thereof to purchase oracquire any such Equity Interest.          “***ERISA***” means the Employee Retirement Income Security Act of 1974, as amended, and anysuccessor statute.          “***ERISA Affiliate***” means each trade or business (whether or not incorporated) which togetherwith International or its Subsidiaries would be deemed to be a “single employer” within the meaningof section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.          “***ERISA Event***” means (a) a “Reportable Event” described in section 4043 of ERISA and theregulations issued thereunder, (b) the withdrawal of International, any of its Subsidiaries or anyERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as definedin section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or thetreatment of a Plan amendment as a termination under section 4041 of ERISA, (d) the institution ofproceedings to terminate a Plan by the PBGC, (e) receipt of a notice of withdrawal liabilitypursuant to Section 4202 of ERISA or (f) any other event or condition which might constitutegrounds under section 4042 of ERISA for the termination of, or the appointment of a trustee toadminister, any Plan.          “***GAAP***” means generally accepted accounting principles in the United States of America as ineffect from time to time.          “***Governmental Authority***” means the government of the United States of America, any othernation or any political subdivision thereof, whether state or local, and any agency, authority,instrumentality, regulatory body, court, central bank or other entity exercising executive,legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining togovernment over any member of the Company Group.          “***Governmental Requirement***” means any law, statute, code, ordinance, order, determination,rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license,authorization or other directive or requirement, whether now or hereinafter in effect, including,without limitation, Environmental Laws, energy regulations and occupational, safety and healthstandards or controls, of any Governmental Authority.
 

 
          “***Hazardous Material***” means and includes each substance defined, designated or classified as ahazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substanceunder any Environmental Law and any petroleum or petroleum products that have been Released intothe environment.          “***International***” has the meaning assigned such term in the introductory paragraph.          “***Lien***” means any interest in Property securing an obligation owed to, or a claim by, a Personother than the owner of the Property, whether such interest is based on the common law, statute orcontract, and whether such obligation or claim is fixed or contingent, and including but notlimited to the lien or security interest arising from a mortgage, encumbrance, pledge, securityagreement, conditional sale or trust receipt or a lease, consignment or bailment for securitypurposes and any purchase money security interest in any property, or interest therein created orassumed contemporaneously with the purchase of such property, or interest therein, to secure orprovide for the payment or financing of any part of the purchase price thereof. The term “***Lien***”shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions orreservations. For the purposes of this Agreement, International and the Subsidiaries shall bedeemed to be the owner of any Property which they have acquired or hold subject to a conditionalsale agreement, or leases under a financing lease or other arrangement pursuant to which title tothe Property has been retained by or vested in some other Person in a transaction intended tocreate a financing.          “***Material Adverse Effect***” means a material adverse change in, or material adverse effect on(a) the business, operations, Property, liabilities, (actual or contingent) condition (financial orotherwise) or prospects of the Company Group taken as a whole, (b) the ability of the Company Groupto perform any of its obligations under this Agreement, (c) the validity or enforceability of thisAgreement or (d) the rights and remedies of or benefits available to Myriant under this Agreement.          “***Material Indebtedness***” means Debt or obligations in respect of one or more Swap Agreements,of International and each of its Subsidiaries in an aggregate principal amount exceeding$1,000,000. For purposes of determining Material Indebtedness, the “principal amount” of theobligations of International or any of its Subsidiaries in respect of any Swap Agreement at anytime shall be the Swap Termination Value.          “***Multiemployer Plan***” means a Plan which is a multiemployer plan as defined in section 3(37) or4001 (a)(3) of ERISA.          “***Myriant***” has the meaning assigned such term in the introductory paragraph.          “***Note Purchase Agreement***” has the meaning assigned such term in the recitals.          “***PBGC***” means the Pension Benefit Guaranty Corporation, or any successor thereto.
 

 
          “***Permit***” means any permit, license, authorization, registration or similar form or approval orpermission required by any Governmental Authority or pursuant to any Governmental Requirement.          “***Person***” means any natural person, corporation, limited liability company, trust, jointventure, association, company, partnership, Governmental Authority or other entity.          “***Plainfield Note***” has the meaning assigned such term in the recitals.          “***Plan***” means any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a)is currently or hereafter sponsored, maintained or contributed to by International, itsSubsidiaries or an ERISA Affiliate or (b) was at any time during the six calendar years precedingthe date hereof, sponsored, maintained or contributed to by International, or its Subsidiaries oran ERISA Affiliate.          “***Property***” means any interest in any kind of property or asset, whether real, personal ormixed, or tangible or intangible, including, without limitation, cash, securities, accounts andcontract rights.          “***Redemption***” means with respect to any Debt, the repurchase, redemption, prepayment,repayment, or defeasance or any other acquisition or retirement for value (or the segregation offunds with respect to any of the foregoing) of such Debt. “***Redeem***” has the correlative meaningthereto.          “***Release***” means any depositing, spilling, leaking, pumping, pouring, placing, emitting,discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping,or disposing.          “***Reorganization***” has the meaning assigned such term in the recitals.          “***Specialty Chemicals Business***” has the meaning assigned such term in the recitals.          “***Subsidiary***” means (a) any Person of which at least a majority of the outstanding EquityInterests having by the terms thereof ordinary voting power to elect a majority of the board ofdirectors, manager or other governing body of such Person (irrespective of whether or not at thetime Equity Interests of any other class or classes of such Person shall have or might have votingpower by reason of the happening of any contingency) is at the time directly or indirectly owned orcontrolled by International or one or more of the Subsidiaries of International, and (b) anypartnership of which International or any of its Subsidiaries is a general partner. Unlessotherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary ofInternational.          ***Swap Agreement***” means any agreement with respect to any swap, forward, future or derivativetransaction or option or similar agreement, whether exchange traded, “over-the-counter” orotherwise, involving, or settled by reference to, one or more rates, currencies,
 

 
commodities, equity or debt instruments or securities, or economic, financial or pricingindices or measures of economic, financial or pricing risk or value or any similar transaction orany combination of these transactions; provided that no phantom unit or similar plan providing forpayments only on account of services provided by current or former directors, officers, employeesor consultants of International or its Subsidiaries shall be a Swap Agreement.          “***Swap Termination Value***” means, in respect of any one or more Swap Agreements, after takinginto account the effect of any legally enforceable netting agreement relating to such SwapAgreements, (a) for any date on or after the date such Swap Agreements have been closed out andtermination value(s) determined in accordance therewith, such termination value(s) and (b) for anydate prior to the date referenced in clause (a), the amount(s) determined as the mark-to-marketvalue(s) for such Swap Agreements, as determined by the counterparties to such Swap Agreements.          “***Synthetic Leases***” means, in respect of any Person, all leases which shall have been, orshould have been, in accordance with GAAP, treated as operating leases on the financial statementsof the Person liable (whether contingently or otherwise) for the payment of rent thereunder andwhich were properly treated as indebtedness for borrowed money for purposes of U.S. federal incometaxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of,or pay upon early termination an amount in excess of, 80% of the residual value of the Propertysubject to such operating lease upon expiration or early termination of such lease.          “***Taxes***” means any and all present or future taxes, levies, imposts, duties, deductions,assessments, fees or other charges or withholdings imposed by any Governmental Authority, includingany interest, additions to tax or penalties applicable thereto.          “***Transferred Assets***” has the meaning assigned such term in the recitals.          “***Transferred Liabilities***” has the meaning assigned such term in the recitals.          “***Warrant Issuance Agreement***” has the meaning assigned such term in Section 6.1(e).     2. Transfer and Assignment. International does hereby sell, transfer, assign anddeliver to Myriant all of the rights, title and interest of International in, to and under theTransferred Assets; provided however, that no sale, transfer, assignment or delivery shall be madeof the assumed contracts set forth in Exhibit B if an attempted sale, assignment, transferor delivery, without consent of a third party, would constitute a breach or other contraventionthereof or in any way adversely affect the rights of International thereunder.     3. Acquisition and Assumption. Myriant does hereby accept all the right, title andinterest of International in, to and under the Transferred Assets and Myriant assumes and agrees topay, perform and discharge promptly and fully when due and to perform all of the obligations ofInternational to be performed under the Transferred Liabilities.
 

 
     4. Assumption of Plainfield Note. Myriant does hereby assume and agree to pay,perform and discharge promptly and fully when due and to perform all of the obligations ofInternational to be performed under the Plainfield Note, subject to the consent by PlainfieldDirect Inc. of the assignment of the Plainfield Note, as required in Section 24.1 of the NotePurchase Agreement.     5. Representations and Warranties of International. International hereby representsand warrants to Myriant as of the date of this Agreement and as of the consummation of theReorganization the following:          5.1 Organization, Good Standing and Qualification. International is a limitedliability company duly organized, validly existing and in good standing under the laws of the Stateof Delaware. International has all requisite power and authority, and has all materialgovernmental and third-party licenses, authorizations, consents and approvals necessary, to own andoperate its properties and assets, to execute and deliver this Agreement and to carry out theprovisions of this Agreement and to carry on its business as presently conducted. International isduly qualified and is authorized to do business and is in good standing as a foreign limitedliability company in all jurisdictions in which the nature of its activities and of its Properties(both owned and leased) makes such qualification necessary, except for those jurisdictions wherethe failure to have such power, authority, licenses, authorizations, consents, approvals andqualifications would not have a Material Adverse Effect.          5.2 Changes. Since December 31, 2008, and except as set forth in Schedule5.2, there has not been:               (a) Any material change in the assets, liabilities, financial condition, or operations of theCompany Group from that reflected in the financial statements, other than changes in the ordinarycourse of business consistent with past practice;               (b) Any material change, except in the ordinary course of business, in the contingentobligations of any member of the Company Group by way of guaranty, endorsement, indemnity, warrantyor otherwise;               (c) Any damage, destruction or loss, whether or not covered by insurance, materially andadversely affecting the properties, business or financial condition of any member of the CompanyGroup;               (d) Any waiver by any member of the Company Group of a valuable right or of a material debtowed to it;               (e) Any direct or indirect loans made by any member of the Company Group to any of itsmembers, employees, officers or directors, other than advances made in the ordinary course ofbusiness consistent with past practice;               (f) Except in the ordinary course of business consistent with past practice, any materialchange in any compensation arrangement or agreement with any employee, officer, director or memberof any member of the Company Group;
 

 
               (g) Any declaration or payment of any dividend or other distribution of the assets of anymember of the Company Group;               (h) Any labor organization activity related to any member of the Company Group;               (i) Any Debt, obligation or liability incurred, assumed or guaranteed by any member of theCompany Group, except those for immaterial amounts and for current liabilities incurred in theordinary course of business consistent with past practice;               (j) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets orother intangible assets of any member of the Company Group;               (k) Any change in any material agreement to which any member of the Company Group is a partyor by which it is bound which materially affects the business, assets, liabilities, financialcondition or operations of any member of the Company Group;               (l) Any mortgage, pledge, transfer of a security interest in, or lien, created by any memberof the Company Group with respect to any of its material properties or assets, except liens fortaxes not yet due or payable and liens that arise in the ordinary course of business consistentwith past practice and do not materially impair any member of the Company Group’s ownership or useof such properties or assets.               (m) Any arrangement or commitment by any member of the Company Group to do any of the actsdescribed in subsection (a) through (l) above.          5.3 Disclosure; No Material Misstatements. International and each of its Subsidiarieshas disclosed to Myriant all agreements, instruments and corporate or other restrictions to whichit is subject, and all other matters to International’s knowledge which affect its assets,financial condition, Properties or current operations that, individually or in the aggregate,would, or would reasonably be expected to have, a Material Adverse Effect. None of the reports,financial statements, certificates or other information furnished by or on behalf of Internationalor any Subsidiary to Myriant in connection with the negotiation of this Agreement or deliveredhereunder (as modified or supplemented by other information so furnished) taken as a whole containsany material misstatement of fact or omits to state any material fact necessary to make thestatements therein, in the light of the circumstances under which they were made, not misleading;provided that, with respect to projected financial information, International and each of itsSubsidiaries represent only that such information was prepared in good faith based upon assumptionsbelieved to be reasonable at the time.          5.4 Governmental Consents and Filings. No consent, approval, order or authorizationof, or registration, qualification, designation, declaration or filing with, any GovernmentalAuthority or other third party is required on the part of International in connection with theconsummation of the transactions contemplated by this Agreement.          5.5 Authority; Enforceability. The transactions contemplated by this Agreement arewithin each member of the Company Group’s limited liability company,
 

 
corporate or partnership (as the case may be) powers and have been duly authorized by all necessarylimited liability company, corporate or partnership (as the case may be) action and, if required,member, partner, director or stockholder action (including, without limitation, any action requiredto be taken by any class of members, partners, directors or stockholders of any member of theCompany Group or any other Person, whether interested or disinterested, in order to ensure the dueauthorization of such transactions). This Agreement has been duly executed and delivered byInternational and constitutes a legal, valid and binding obligation of International, enforceablein accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium or other laws affecting creditors’ rights generally and subject to general principles ofequity, regardless of whether considered in a proceeding in equity or at law.          5.6 Approvals; No Conflicts. Except as set forth on Schedule 5.6, thetransactions contemplated by this Agreement (a) do not require any consent or approval of,registration or filing with, or any other action by, any Governmental Authority or any other thirdPerson (including members, partners, directors or stockholders, whether interested ordisinterested, of International or any other Person), nor is any such consent, approval,registration, filing or other action necessary for the validity or enforceability of this Agreementor the consummation of the transactions contemplated thereby, except (i) such as have been obtainedor made and are in full force and effect or, in the reasonable judgment of International, canreasonably be expected to be obtained if so required, and (ii) those third party approvals orconsents which, if not made or obtained, would not reasonably be expected to have a MaterialAdverse Effect or do not have a Material Adverse Effect on the enforceability of this Agreement,(b) will not violate any applicable law or regulation or the charter, by-laws or otherorganizational documents of the Company Group or any order of any Governmental Authority, and (c)do not constitute with or without notice or the passage of time or both, a material violation,breach or default, create or impose a Lien upon any Property of International, or give rise to anyright of termination, modification, cancellation, or prepayment, under (i) any applicable law orregulation or the charter, by-laws or other organizational documents of the Company Group or anyorder of any Governmental Authority, or (ii) any indenture, agreement or other instrument bindingupon International or its Properties, or give rise to a right thereunder to require any payment tobe made by International except those violations, breaches, defaults, Liens upon the Property ofInternational, terminations, modifications, cancellations, and prepayments which would notreasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effecton International, its business, assets or Properties.          5.7 Financial Condition; No Material Adverse Effect.               (a) Since December 31, 2008, (i) there has been no event, development or circumstance thathas had or would reasonably be expected to have a Material Adverse Effect and (ii) the business ofInternational and each of its Subsidiaries has been conducted only in the ordinary courseconsistent with past business practices.               (b) International has provided to its investors unaudited financial statements for therespective quarterly periods ended March 31, 2009 and June 30, 2009, such statements which havebeen prepared in accordance with GAAP consistently applied, subject to year-end audit adjustments.
 

 
               (C) International does not have on the date hereof any material Debt or any contingentliabilities, off-balance sheet liabilities or partnerships, liabilities for Taxes, unusual forwardor long-term commitments or unrealized or anticipated losses from any unfavorable commitments,except as disclosed on Schedule 5.7.          5.8 Litigation and other Governmental Proceedings. Except as set forth onSchedule 5.8, there are no actions, suits, investigations or proceedings by or before anyarbitrator or Governmental Authority pending against or, to the knowledge of International,threatened against or affecting International or any Subsidiary (i) as to which there is areasonable possibility of an adverse determination that would reasonably be expected, individuallyor in the aggregate, to result in a Material Adverse Effect, or (ii) that involve this Agreement orthe transactions contemplated hereby.          5.9 Environmental Matters. Except for matters that, individually or in the aggregate,could not reasonably be expected to have a Material Adverse Effect:               (a) International and each of its Subsidiaries and their respective Properties and operationsare and, during the periods specified in all applicable statutes of limitation, have been incompliance with applicable Environmental Laws;               (b) International and each of its Subsidiaries timely applied for, possess, and are incompliance with, all Permits required under applicable Environmental Laws for their operations aspresently conducted and such Permits are in the name of the proper entity and will remain in fullforce and effect following the date hereof;               (c) International and each of its Subsidiaries and their respective Properties and operationsare not subject to any pending or, to the knowledge of International, threatened EnvironmentalClaims, nor has International or any of its Subsidiaries received any written notice ofEnvironmental Claims;               (d) There has been no Release of Hazardous Materials on, in, under or from the Properties byInternational or any of its Subsidiaries or from or in connection with the operations ofInternational or any of its Subsidiaries that (i) is in violation of any applicable EnvironmentalLaws; or (ii) is Released or threatened to be Released in a manner that could give rise to anyremedial or corrective action obligations pursuant to Environmental Laws; and               (e) There has been no exposure of any Person or property in connection with the operations ofInternational or any of its Subsidiaries that could reasonably be expected to form the basis for anEnvironmental Claim or any other claim for damages or compensation.               (f) EXCEPT AS PROVIDED IN THIS SECTION 5.9, INTERNATIONAL AND EACH OF ITS SUBSIDIARIES MAKENO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ENVIRONMENTAL MATTERS.          5.10 Compliance with Laws and Agreements; No Defaults.
 

 
               (a) International and each of its Subsidiaries are in compliance with all GovernmentalRequirements applicable to them or their Properties, businesses, operations, employees, assets andall agreements and other instruments binding upon them or their Properties, and possess alllicenses, permits, franchises, exemptions, approvals and other governmental authorizationsnecessary for the ownership of their respective Properties and the conduct of their respectivebusinesses, except where the failure to do so, individually or in the aggregate, would notreasonably be expected to result in a Material Adverse Effect.               (b) International and each of its Subsidiaries are not in default nor has any event orcircumstance occurred which, but for the expiration of any applicable grace period or the giving ofnotice, or both, would constitute a default or would require International or any of itsSubsidiaries to Redeem or make any offer to Redeem under any indenture, note, credit agreement orinstrument pursuant to which any Material Indebtedness is outstanding or by which International orany of its Subsidiaries or any of its Properties is bound.          5.11 ERISA.               (a) Except as could not be reasonably be expected to result in a Material Adverse Effect,International and each of its Subsidiaries have and each ERISA Affiliate have complied in allmaterial respects with ERISA and, where applicable, the Code regarding each Plan.               (b) Except as could not be reasonably be expected to result in a Material Adverse Effect,each Plan is, and has been, maintained in substantial compliance with ERISA and, where applicable,the Code.               (c) Except as could not be reasonably be expected to result in a Material Adverse Effect, noact, omission or transaction has occurred which could result in imposition on International or anyof its Subsidiaries or any ERISA Affiliate (whether directly or indirectly) of (i) either a civilpenalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a Tax imposedpursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damagesunder section 409 of ERISA.               (d) Except as could not be reasonably be expected to result in a Material Adverse Effect, noPlan (other than a defined contribution plan) or any trust created under any such Plan has beenterminated since the date that is six years prior to the date hereof. No liability to the PBGC(other than for the payment of current premiums which are not past due) by International, any ofits Subsidiaries, or any ERISA Affiliate has been or is expected by International or any ERISAAffiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan hasoccurred.               (e) Except as could not be reasonably be expected to result in a Material Adverse Effect,full payment when due has been made of all amounts which International, any of its Subsidiaries, orany ERISA Affiliate is required under the terms of each Plan or applicable law to have paid ascontributions to such Plan as of the date hereof, and no accumulated funding deficiency (as definedin section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect toany Plan.
 

 
               (f) Except as could not be reasonably be expected to result in a Material Adverse Effect, theactuarial present value of the benefit liabilities under each Plan which is subject to Title IV ofERISA does not, as of the end of International’s most recently ended fiscal year, exceed thecurrent value of the assets (computed on a plan termination basis in accordance with Title IV ofERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value ofthe benefit liabilities” shall have the meaning specified in section 4041 of ERISA.               (g) Neither International, any of its Subsidiaries, nor any ERISA Affiliate sponsors,maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA,including, without limitation, any such plan maintained to provide benefits to former employees ofsuch entities, that may not be terminated by International, any of its Subsidiaries, or such ERISAAffiliate in its sole discretion at any time without any material liability.               (h) Neither International, any of its Subsidiaries, nor any ERISA Affiliate sponsors,maintains or contributes to, or has at any time in the six-year period preceding the date hereofsponsored, maintained or contributed to, any Multiemployer Plan.               (i) Neither International, any of its Subsidiaries, nor any ERISA Affiliate is required toprovide security under section 401(a)(29) of the Code due to a Plan amendment that results in anincrease in current liability for the Plan.          5.12 Insurance. Each of International and each of its Subsidiaries have (a) allinsurance policies (including directors and officers liability insurance) sufficient for thecompliance by each of them with all material Governmental Requirements and all material agreementsand (b) insurance coverage in at least amounts and against such risk (including, withoutlimitation, public liability) that are usually insured against by companies similarly situated andengaged in the same or a similar business for the assets and operations of International and eachof its Subsidiaries. There is no material default with respect to any provision contained in anysuch policy or binder, and neither International nor any of its Subsidiaries has failed to give anynotice or present any claim under such policy or binder in due and timely fashion. There are nobilled but unpaid premiums past due under any such policy or binder. Except as shown inSchedule 5.12: (i) there are no outstanding claims under any such policies or binders and,to the knowledge of International, there has not occurred since December 31, 2008, any event thatmight reasonably form the basis of a claim against or relating to International or any of itsSubsidiaries that is not covered by any such policies or binders and (ii) no notice of cancellationor non-renewal of any such policies or binders has been received.          5.13 Maintenance of Properties. Except for such acts or failures to act as could notbe reasonably expected to have a Material Adverse Effect, the Properties of International and eachits Subsidiaries have been maintained, operated and developed in a good and workmanlike manner andin conformity with all Governmental Requirements and in conformity with the provisions of allcontracts related to such Properties. All Property owned in whole or in part by International andeach of its Subsidiaries that are necessary to conduct normal operations of
 

 
International and each of its Subsidiaries are being maintained in a state adequate to conduct suchnormal operations, and with respect to such of the foregoing which are operated by Internationaland each of its Subsidiaries, in a manner consistent with International’s and each itsSubsidiaries’ past practices (other than those the failure of which to maintain in accordance withthis Section 4.13 could not reasonably be expected to have a Material Adverse Effect).          5.14 Swap Agreements. Schedule 5.14, as of the date hereof, and after thedate hereof, sets forth, a true and complete list of all Swap Agreements of International and eachof its Subsidiaries, the material terms thereof (including the type, term, effective date,termination date and notional amounts or volumes), the net mark to market value thereof, all creditsupport agreements relating thereto (including any margin required or supplied) and thecounterparty to each such agreement.          5.15 Labor Matters.               (a) No labor dispute with the employees of International or any of its Subsidiaries existsor, to the knowledge of International, is imminent, that in each case could reasonably be expectedto cause a Material Adverse Effect.               (b) Neither International nor any of its Subsidiaries is a party to, or bound by, anycollective bargaining agreement or any other contract with any labor union or representative ofemployees.          5.16 Books and Records. All books, records and files of International (includingthose pertaining to the Properties and other assets of International, and corporate, accounting,financial and employee records): (i) since December 31, 2008, have been reasonably prepared,assembled and maintained in accordance with usual and customary policies and procedures, exceptwhere the failure to so maintain such materials would not reasonably be expected to have a MaterialAdverse Effect; and (ii) fairly and accurately reflect the ownership, use, enjoyment and operationby International of the Property and other assets.          5.17 Solvency. Both before and upon completion of the transactions contemplated bythis Agreement, (i) International’s assets, at a fair valuation, will exceed the aggregate Debt ofInternational and its Consolidated Subsidiaries (ii) International will be able to pay its Debts asthey become due in the ordinary course of business and (iii) International will not haveunreasonably small capital with which to conduct its business. International does not intend, inconsummating the transactions contemplated by this Agreement, to hinder, delay or defraud eitherpresent or future creditors or any other Person to which International is or will become, after thedate hereof, indebted.          5.18 Sufficiency of Assets. As of the date of this Agreement, the Transferred Assetsconstitute all of International’s tangible assets, intangible assets, properties and rights relatedto its Specialty Chemicals Business.
 

 
     6. Conditions to Closing.          6.1 Conditions to Myriant’s Obligations. Myriant’s obligations to acquirethe Transferred Assets and assume the Transferred Liabilities and the Plainfield Note are subjectto the satisfaction, at or prior to the date hereof, of the following conditions:               (a) Representations and Warranties True; Performance of Obligations. Therepresentations and warranties made by International in Section 5 hereof shall be true and correctin all material respects as of the date hereof (except that any such representations and warrantiesthat are qualified by materiality will be true and correct in all respects) with the same force andeffect as if they had been made as of the date hereof, and International shall have performed allobligations and conditions herein required to be performed or observed by it on or prior to thedate hereof.               (b) Consents, Permits, and Waivers. International shall have obtained any and allconsents, permits and waivers necessary or appropriate for consummation of the transactionscontemplated by this Agreement, except to the extent to which failure to obtain such consent,permit or waiver would not constitute a Material Adverse Effect.               (c) Corporate Documents. International shall have delivered to Myriant or theirrespective counsel, copies of all corporate documents of International as Myriant shall reasonablyrequest.               (d) Agreement. Myriant shall have received from International executed counterparts(in such number as may be requested by it) of this Agreement and all schedules, exhibits andannexes hereto.               (e) Consummation of the Warrant Issuance Agreement. That certain Warrant IssuanceAgreement, dated as of the date hereof, by and among Myriant, Plainfield Finance Corporation, IteraEthanol, LLC, NGP Capital Resources Company and Camulos BioEnergy Partners LLC, in substantiallythe form attached hereto as Exhibit E (the “Warrant Issuance Agreement”), shallhave been executed and the transactions contemplated thereunder shall have been consummated.          6.2 Conditions to International’s Obligations. International’s obligation to transferand assign the Transferred Assets to Myriant is subject to the satisfaction, on or prior to thedate hereof, of the following conditions:               (a) Performance of Obligations. Myriant shall have performed and complied with allagreements and conditions herein required to be performed or complied with by Myriant on or beforethe date hereof.               (b) Agreement. International shall have received from Myriant executed counterpartsof this Agreement and all schedules, exhibits and annexes hereto.               (c) Consummation of the Warrant Issuance Agreement. The Warrant Issuance Agreementshall have been executed and the transactions contemplated thereunder shall have been consummated.
 

 
     7. Governing Law. This Agreement shall be construed in accordance with and governedby the law of the State of New York, without regard to the conflicts of law rules of such state.     8. Miscellaneous. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which together shall constitute one and thesame instrument.**[Signature Page Follows]**
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Transfer, Assignment and AssumptionAgreement to be duly executed as of the day and year first above written.         **BIOENERGY INTERNATIONAL, LLC**           By: