-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LP+eWhp0a7rVct1FXx9RRRSpCjlOdDO06FW3GyFYfffG1gLqC4RKlyKQagXnKtTD 7jxkpL/OxUpIRiSRrUkaIA== 0000950127-08-000164.txt : 20080403 0000950127-08-000164.hdr.sgml : 20080403 20080403163724 ACCESSION NUMBER: 0000950127-08-000164 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURE BIOFUELS CORP CENTRAL INDEX KEY: 0001283193 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 470930829 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79988 FILM NUMBER: 08737936 BUSINESS ADDRESS: STREET 1: SUITE 203 - 910 RICHARDS STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 3C1 BUSINESS PHONE: 778-895-3595 MAIL ADDRESS: STREET 1: SUITE 203 - 910 RICHARDS STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 3C1 FORMER COMPANY: FORMER CONFORMED NAME: METASUN ENTERPRISES INC DATE OF NAME CHANGE: 20040310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINFIELD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001352352 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-1715 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Plainfield Asset Management LLC DATE OF NAME CHANGE: 20060206 SC 13D 1 sc13d.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pure Biofuels Corp. ------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 74621R104 -------------- (CUSIP Number) Plainfield Asset Management LLC 55 Railroad Avenue Greenwich, CT 06830 Attention: General Counsel Telephone: (203) 302-1700 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 2008 ------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sections 240.13d-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). ================================================================================ CUSIP NO.: 74621R104 13D - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Plainfield Special Situations Master Fund Limited I.R.S. Identification No. 98-0451872 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 122,910,851 shares(1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.1%(1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - -------------------------------------------------------------------------------- (1) Includes 11,650,000 shares of common stock acquired by the Reporting Persons and 111,260,851 that the Reporting Persons have the right to acquire upon conversion of convertible notes and exercise of warrants. See Item 5. - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Plainfield Peru I LLC I.R.S. Identification No. 26-0816482 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 122,910,851 shares(1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.1%(1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- (1) Includes 11,650,000 shares of common stock acquired by the Reporting Persons and 111,260,851 that the Reporting Persons have the right to acquire upon conversion of convertible notes and exercise of warrants. See Item 5. - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Plainfield Peru II LLC I.R.S. Identification No. 26-0816494 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 122,910,851 shares(1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.1%(1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- (1) Includes 11,650,000 shares of common stock acquired by the Reporting Persons and 111,260,851 that the Reporting Persons have the right to acquire upon conversion of convertible notes and exercise of warrants. See Item 5. - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Plainfield Asset Management LLC I.R.S. Identification No.: 20-2332356 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 122,910,851 shares(1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.1%(1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, OO - -------------------------------------------------------------------------------- (1) Includes 11,650,000 shares of common stock acquired by the Reporting Persons and 111,260,851 that the Reporting Persons have the right to acquire upon conversion of convertible notes and exercise of warrants. See Item 5. - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Max Holmes - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 122,910,851 shares(1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,910,851 shares(1) - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.1%(1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (1) Includes 11,650,000 shares of common stock acquired by the Reporting Persons and 111,260,851 that the Reporting Persons have the right to acquire upon conversion of convertible notes and exercise of warrants. See Item 5. Item 1. Security and Issuer ITEM 1 IS HEREBY AMENDED AND RESTATED AS FOLLOWS: This Amendment No. 2 (this "Amendment") amends certain information in the statement on Schedule 13D (the "Initial Statement") initially filed on September 19, 2007 by the Reporting Persons (as defined below), as amended on January 31, 2008, relating to shares of common stock, par value $0.001 per share (the "Common Stock"), of Pure Biofuels Corp. (the "Issuer"), which has its principal executive office at 9440 Little Santa Monica Blvd., Suite 401, Beverly Hills, CA 90210. Item 2. Identity and Background ITEM 2 IS HEREBY AMENDED AND RESTATED AS FOLLOWS: (a)-(c); (f) This Amendment is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (i) Plainfield Special Situations Master Fund Limited, a Cayman Islands exempted company ("Master Fund"); (ii) Plainfield Peru I LLC, a Delaware limited liability company ("Peru I"); (iii) Plainfield Peru II LLC, a Delaware limited liability company ("Peru II"); (iv) Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and (v) Max Holmes, an individual. The Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under the Exchange Act. The Reporting Persons are filing jointly and the Joint Filing Agreement among the Reporting Persons is incorporated by reference as an exhibit hereto and incorporated herein by reference. Set forth below is certain information relating to each of the Reporting Persons: (1) Plainfield Special Situations Master Fund Limited Master Fund is a Cayman Islands exempted company. The principal activity of Master Fund is to invest and trade in a wide variety of securities and financial instruments. The principal business address of Master Fund is 55 Railroad Avenue, Greenwich, CT 06830. The Manager of Master Fund is Asset Management. The Directors of Master Fund are: Max Holmes, David Bree and Aldo Ghisletta (collectively referred to as the "Master Fund Directors"). Max Holmes and David Bree are each citizens of the United States of America. Aldo Ghisletta is a citizen of Switzerland. (2) Plainfield Peru I LLC Peru I is a Delaware limited liability company and is wholly-owned by Master Fund. The principal activity of Peru I is to hold investments in the Issuer. The principal business address of Peru I is 55 Railroad Avenue, Greenwich, CT 06830. The sole member of Peru I is Master Fund. (3) Plainfield Peru II LLC Peru II is a Delaware limited liability company and is wholly-owned by Master Fund. The principal activity of Peru II is to hold investments in the Issuer. The principal business address of Peru I is 55 Railroad Avenue, Greenwich, CT 06830. The sole member of Peru II is Master Fund. (4) Plainfield Asset Management LLC Asset Management is a Delaware limited liability company. The principal activity of Asset Management is to serve as a registered investment adviser. The principal business address of Asset Management is 55 Railroad Avenue, Greenwich, CT 06830. The managing member and chief investment officer of Asset Management is Max Holmes. Asset Management disclaims any beneficial ownership of the Common Stock beneficially owned by Master Fund, Peru I or Peru II. (5) Max Holmes Max Holmes is a citizen of the United States of America. The business address of Max Holmes is 55 Railroad Avenue, Greenwich, CT 06830. Max Holmes is the chief investment officer of Asset Management. Max Holmes disclaims any beneficial ownership of the Common Stock beneficially owned by Master Fund, Peru I or Peru II. (d); (e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 further 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 ITEM 3 IS HEREBY AMENDED BY ADDING THE FOLLOWING: On March 26, 2008, the Issuer entered into a first amendment to the securities purchase agreement (the "Amended Purchase Agreement") with Peru I and Peru II. The Amended Purchase Agreement amends the securities purchase agreement (the "Purchase Agreement") dated as of September 12, 2007, pursuant to which the Issuer agreed to sell to Peru I and Peru II (i) the Shares, (ii) the Convertible Note, and (iii) the Warrants. Pursuant to the Amended Purchase Agreement, the Issuer agreed to sell to Peru I $5,000,000 aggregate principal amount of its 10%/12% senior convertible PIK election notes due September 12, 2012 convertible into Common Stock at a conversion price of $0.30 (the "Additional Convertible Note"). Concurrent with the issuance of the Additional Convertible Note, pursuant to the terms of the Amended Purchase Agreement, the conversion price of the Convertible Note and $610,000 aggregate principal amount of PIK Interest Notes issued on March 15, 2008 as payment of interest on the Convertible Note (the "PIK Interest Note") was adjusted to $0.30. The Convertible Note, the Additional Convertible Note and the PIK Interest Note are collectively referred to as the "Notes". Peru I used investment funds in the amount of $5,000,000.00 provided by Master Fund to purchase from the Issuer the Additional Convertible Note. In addition, pursuant to the Amended Purchase Agreement, Peru I and Peru II have the right to designate up to a total of three Plainfield Directors (as defined below) to the Issuer's board of directors and the Issuer has agreed that the board of directors will consist of no more than six directors. Item 4. Purpose of Transaction ITEM 4 IS HEREBY AMENDED BY ADDING THE FOLLOWING: On March 18, 2008, Chris Tewell was elected as Chairman of the Board of Directors and as a director of the Issuer. Mr. Tewell is a Senior Advisor to Asset Management. As previously reported, pursuant to the Purchase Agreement, Eric Reehl, a Managing Director of Asset Management was appointed as a director of the Issuer on September 12, 2007. On March 26, 2008, pursuant to the terms of the Amended Purchase Agreement, the Issuer's board of directors adopted an amendment to its amended and restated bylaws (the "First Amendment to the Bylaws"). The First Amendment to the Bylaws: (i) eliminates the requirement that a majority of the members of the board of directors be Independent Directors (as defined in the amended and restated bylaws), (ii) eliminates the requirement that all of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be Independent Directors and (iii) provides that a quorum of the Board of Directors will require the presence of the Plainfield Director(s). Master Fund has held discussions with members of the Issuer's management regarding providing additional financing to the Issuer. Such financing may consist of the purchase of additional securities and/or making additional loans under the Issuer's credit agreement. Master Fund intends to monitor the Issuer's business, trading performance, operating results, financial position and prospects and may modify its plans in the future. Except as otherwise disclosed in this Amendment, at the present time the Reporting Persons have no intention to effect any of the transactions specified in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer ITEM 5 IS HEREBY AMENDED AND RESTATED AS FOLLOWS: (a); (b) Peru II beneficially owns 70,877,517 shares of Common Stock, consisting of (i) 11,650,000 shares of Common Stock of which it is the owner of record, and (ii) 59,227,517 shares of Common Stock issuable upon exercise of the Warrants, representing approximately 37.51% of the outstanding Common Stock (assuming the exercise of the Warrants and conversion of the Notes). Peru II has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) such shares. Peru I beneficially owns 52,033,334 shares of Common Stock, all of which are issuable upon conversion of the Notes representing in the aggregate approximately 27.54% of the outstanding Common Stock (assuming the exercise of the Warrants and conversion of the Notes). Peru I has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) such shares. Master Fund is the sole member of Peru I and Peru II and therefore may be deemed to have beneficial ownership of (and the power to vote and dispose of) the shares of common stock beneficially owned by Peru I and Peru II. Asset Management, as Master Fund's investment adviser, and Max Holmes, an individual, by virtue of his position as managing member and chief investment officer of Asset Management also may be deemed to beneficially own (and have the power to vote and dispose of) such shares. Asset Management and Max Holmes disclaims any beneficial ownership of the Common Stock beneficially owned by Master Fund, Peru I or Peru II. Except as set forth herein, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ITEM 6 IS HEREBY AMENDED BY ADDING THE FOLLOWING: On March 13, 2008, the Issuer entered into an agreement (the "Agreement") by the Issuer and the Borrowers under the Loan Agreement (the "Loan Agreement"), dated as of September 12, 2007, by and between the Issuer, the Borrowers and Master Fund, as lender and administrative agent. Pursuant to the Agreement, the Borrowers drew down an additional $818,000 (the "Additional Loan") under the Loan Agreement. In consideration for Master Fund funding the additional money to the Issuer, the Borrowers agreed to (1) execute and deliver all amendments and reaffirmations of the Loan Agreement and related documents and take all such other actions as Master Fund requires in connection with the making of the Additional Loan; (2) reset the exercise price of the warrants owned by Peru II to purchase 59,104,912 shares of the Issuer's common stock from $0.60 to $0.30; (3) take all actions necessary to (a) increase the number of Plainfield Directors from 1 to either 2 or 3, at the sole discretion of Peru I and Peru II, (b) cause Christopher Tewell to be elected the chairman of the board of directors of the Issuer and (c) provide such designated Plainfield Directors with certain blocking rights they may specify; and (4) pay all costs and expenses paid or incurred by Master Fund in connection with the foregoing within five days following written notice from Master Fund of the amount so incurred or paid by Master Fund. On March 26, 2008, an amended and restated stockholders agreement (the "Amended Stockholders Agreement") was executed among Luis Goyzueta, the Chief Executive Officer and a director of the Issuer, Peru I and Peru II and the Issuer. The Amended Stockholders Agreement amends and restates in its entirety the stockholders agreement, dated as of September 12, 2007, by and among Mr. Goyzueta, Peru I, Peru I and the Issuer. Under the Amended Stockholders Agreement, Mr. Goyzueta agreed to vote or take any such other action as may be reasonably requested to cause up to a total of three individuals designated by Peru I and Peru II or any permitted transferee of more than 50% of the Notes to be elected to the Issuer's board of directors (each, a "Plainfield Director"). Item 7. Material to Be Filed as Exhibits ITEM 7 IS HEREBY AMENDED AND RESTATED AS FOLLOWS: 1. Limited Power of Attorney is incorporated by reference to Exhibit 1 of the Initial Statement. 2. Joint Filing Agreement, dated September 21, 2007, by and among Asset Management, Master Fund, Peru I, Peru II and Max Holmes is incorporated by reference to Exhibit 2 of the Initial Statement. 3. Voting Agreement, dated September 12, 2007, by and among Master Fund, Peru I, Peru II, the Issuer and the stockholders listed therein is incorporated by reference to Exhibit 3 of the Initial Statement. 4. Stockholders Agreement, dated September 12, 2007, by and among Peru I, Peru II, the Issuer and Luis Goyzueta is incorporated by reference to Exhibit 4 of the Initial Statement. 5. Securities Purchase Agreement, dated September 12, 2007, by and among Peru I, Peru II and the Issuer is incorporated by reference to Exhibit 5 of the Initial Statement. 6. $10,000,000 10%/12% Senior Convertible PIK Election Note issued to Peru I by the Issuer is incorporated by reference to Exhibit 6 of the Initial Statement. 7. Stock Purchase Warrant issued to Peru II by the Issuer, dated September 12, 2007, is incorporated by reference to Exhibit 7 of the Initial Statement. 8. Stock Purchase Warrant exercisable into 122,605 shares of Common Stock, issued to Peru II by the Issuer, dated January 24, 2008. 9. Stock Purchase Warrant exercisable into 2,166,667 shares of Common Stock, issued to Peru II by the Issuer, dated January 24, 2008. 10. Amended and Restated Stockholders Agreement, dated as of March 26, 2008, by and among the Issuer, Luis Goyzueta, Peru I and Peru II. 11. First Amendment to Securities Purchase Agreement, dated as of March 26, 2008, by and among the Issuer, Peru I and Peru II. 12. $5,000,000 10%/12% Senior Convertible PIK Election Note issued to Peru I by the Issuer. 13. First Amendment to Amended and Restated Bylaws of the Issuer, dated as of March 26, 2008. 14. Agreement, dated as of March 13, 2008, by the Issuer and the Borrowers. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 3, 2008 PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ THOMAS X. FRITSCH ------------------------------------- Thomas X. Fritsch Authorized Individual PLAINFIELD PERU I LLC By: /s/ Steven Segaloff ------------------------------------- Steven Segaloff Senior Vice President PLAINFIELD PERU II LLC By: /s/ Steven Segaloff ------------------------------------- Steven Segaloff Senior Vice President PLAINFIELD ASSET MANAGEMENT LLC By: /s/ THOMAS X. FRITSCH ------------------------------------- Thomas X. Fritsch Managing Director and General Counsel MAX HOLMES By: /s/ THOMAS X. FRITSCH ------------------------------------- Thomas X. Fritsch Attorney-in-Fact* * Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, incorporated by reference to Exhibit 1 of the Initial Statement. EX-99.8 2 ex99-8.txt PURE BIOFUELS CORP. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is entered into effective as of March 26, 2008 by and among Pure Biofuels Corp., a Nevada Corporation (the "Company"), Plainfield Peru I LLC, a Delaware limited liability company ("LLC1"), Plainfield Peru II LLC, a Delaware limited liability company ("LLC2" and together with LLC1, "Plainfield") and the stockholders of the Company listed on the signature page(s) hereto (collectively, the "Stockholders" and each individually, a "Stockholder"). WITNESSETH: WHEREAS, the Company, LLC1, LLC2 and the Stockholders previously entered into a Stockholders Agreement, dated as of September 12, 2007 (the "Original Agreement"); WHEREAS, concurrent with the execution of this Agreement, the Company is entering into a First Amendment to Securities Purchase Agreement with LLC1 and LLC2, dated as of the date hereof (the "First Amendment to Securities Purchase Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will issue to LLC1 and LLC2 $5,000,000 aggregate principal amount of 10%/12% Convertible PIK Election Notes, convertible into 16,666,667 shares of Common Stock (the "Additional Notes"); WHEREAS, as a condition to the willingness of Plainfield to enter into the First Amendment to Securities Purchase Agreement, Plainfield has required that the Stockholders agree, and in order to induce Plainfield to enter into the First Amendment to Securities Purchase Agreement, the Stockholders are willing, to enter into this Agreement; WHEREAS, Section 5(a) of the Agreement provides that the parties thereto may, amend the Original Agreement by an instrument in writing signed by each of the parties thereto; and WHEREAS, the Company, LLC1, LLC2 and the Stockholders desire to amend and restate the Original Agreement in its entirety as set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows: Section 1. Definitions. As used in this Agreement: "Affiliate" means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, 1 such Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Board of Directors" means the board of directors of the Company. "Common Stock" means the common stock of the Company, par value 0.001 per share. "Director" means the Persons serving on the Board of Directors of the Company. "Equity Securities" means all classes of equity securities of the Company, including but not limited to the Common Stock. "Investor Designator" has the meaning ascribed to such term in Section 2(a). "Observer" has the meaning ascribed to such term in Section 2(f) of this Agreement. "Person" includes an individual, a corporation, a limited liability company, a partnership, a trust or any other organization or entity. "Plainfield" has the meaning ascribed to such term in the opening paragraph of this Agreement. "Plainfield Director" has the meaning ascribed to such term in Section 2(a) of this Agreement. "Stockholders" means any Person who is signatory to this Agreement and who owns Equity Securities of the Company and any other persons or entities who become parties to this Agreement as "Stockholders" pursuant to the terms of this Agreement, and their respective heirs, legal representatives, administrators and successors. Section 2. Voting Agreement. (a) During the term of this Agreement, each Stockholder holding voting Equity Securities of the Company will vote all of such Stockholder's Equity Securities and take all other necessary or desirable actions (in its capacity as a Stockholder of the Company), and the Company will take all necessary or desirable actions, as are reasonably requested to cause up to a total of three individuals, (each a "Plainfield Director"), designated by Plainfield or any permitted transferee of more than 50% of the Notes held by Plainfield (the "Investor Designator"), to be elected to the Company's Board of Directors, whether such election occurs at an annual or special meeting of the Stockholders, or by written consent in lieu thereof, and whether or not such election shall occur because of the existence of a vacancy on such Board arising for any reason whatsoever. (b) Each Stockholder will vote all of such Stockholder's Equity Securities, and the Company will take all necessary or desirable actions, as are necessary to prevent the 2 removal, without "Cause", as defined below, of a Plainfield Director without the prior written consent of the Investor Designator. If the position of any Plainfield Director becomes vacant for any reason, each Stockholder will vote all of the Stockholder's Equity Securities, and the Company will take all necessary or desirable actions, as are necessary to immediately cause an alternative Plainfield Director, as applicable, to be elected to the Company's Board of Directors. "Cause" shall mean if (i) the director has been convicted of an indictable offence under the United States criminal code, or (ii) the director has committed willful misconduct or gross misconduct in carrying out his duties. (c) Each Stockholder will retain at all times the right to vote the Stockholder's Equity Securities in his or her sole discretion on all matters presented to the Company's Stockholders for a vote other than the matters set forth in Section 2(a) and (b) above. (d) No Stockholders may, directly or indirectly, during the term of this Agreement, sell, dispose of or otherwise transfer record or beneficial ownership of any shares of Equity Securities subject to this Agreement owned of record or beneficially by such Stockholders unless the transferee agrees in writing to be bound by the terms hereof by execution (together with such Person's spouse if applicable) of an Adoption Agreement in the form attached as Exhibit A hereto. Any purported transfer which does not comply with this provision shall be null and void; provided, however, that a Stockholder may sell up to 10% of the Common Stock held by such Stockholder as of the date hereof free from any restriction or requirement imposed by this Section 2(d) or otherwise. (e) The Stockholders shall not enter into any agreement or grant any proxy or power of attorney with respect to their respective Equity Securities that is inconsistent with the terms hereof. (f) If at any time Plainfield has the right to nominate a director pursuant to this Section 2 but fails to exercise this right, then Plainfield or its Affiliates shall have the right to appoint one (1) representative for each Director not so nominated (the "Observer"). The Observer(s) shall have the right to attend meetings of the Board of Directors in a nonvoting observer capacity, to receive notice of such meetings and to receive the information provided by the Company to the Board of Directors. (g) Plainfield will have a right to effectuate its rights pursuant to this Section 2 so long as any Notes remain outstanding or Plainfield holds at least 5% of the Company's outstanding Common Shares. (h) A quorum of the Board of Directors shall require the presence of the Plainfield Directors. (i) The Company will not increase the number of Directors above six. 3 Section 3. Specific Performance. The parties hereto agree that the remedy at law for any breach of this Agreement may be inadequate, and if any Stockholder or other person shall fail to comply with the provisions of Section 2 hereof, each non-defaulting party shall be entitled to specific performance in addition to any other appropriate relief or remedy. Such party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement, or prevent any violation hereof, and, to the extent permitted by law, each party waives any objection to the imposition of such relief. Section 4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) three business days after being sent by hand delivery in writing, by facsimile or electronic transmission, by registered or certified mail, return receipt requested, postage prepaid, or (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below: (i) if to any Stockholder, to its address set forth on the signature pages hereto. (ii) if to Pure Biofuels to: Pure Biofuels Corp. 9440 Little Santa Monica Boulevard, Suite 401 Beverly Hills, Ca 90210 Attention: Steven S. Magami Facsimile No: 310-402-5947 (ii) With a copy (which shall not constitute notice) to: DLA Piper US LLP 1251 Avenue of the Americas New York, New York 10020 Attention: Daniel I. Goldberg, Esq. Facsimile No: 212-335-4501 (iii) if to Plainfield to: 4 Plainfield Peru I LLC Plainfield Peru II LLC c/o Plainfield Asset Management LLC 55 Railroad Avenue Greenwich, CT 06830 Attention: General Counsel Telephone: 203-302-1700 Facsimile: 203-302-1779 (iv) With a copy (which shall not constitute notice) to: White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Attn: Thomas P. Higgins, Esq. Telephone: 212-819-8813 Facsimile: 212-354-8113 Section 5. Miscellaneous. (a) Entire Agreement; Amendments and Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by each of the parties hereto. (b) Assignment. Except as permitted herein, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any of the parties without the prior written consent of Plainfield and any attempt to do so shall be null and void; provided, however, that no assignment by any of the parties of any of its rights, interests or obligations hereunder shall relieve such party of its obligations under this Agreement. (c) Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH 5 RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH SECTION 6.6, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREE NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (d) No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns. (e) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. (f) Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to 6 refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." No summary of this Agreement prepared by the parties shall affect in any way the meaning or interpretation of this Agreement. (g) Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. (h) Counterparts. This Agreement may be executed in counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement. 7 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Stockholders Agreement as of the day and year first above written. PURE BIOFUELS CORP. By: /s/ Luis Goyzueta -------------------------- Print Name: Luis Goyzueta Title: Chief Executive Officer 8 PLAINFIELD PERU I LLC By: /s/ Steven Segaloff -------------------------- Print Name: Steven Segaloff Title: Authorized Individual PLAINFIELD PERU II LLC By: /s/ Steven Segaloff -------------------------- Print Name: Steven Segaloff Title: Authorized Individual 9 STOCKHOLDERS LUIS GOYZUETA /s/ Luis Goyzueta ------------------------------ Address:______________________ ______________________________ ______________________________ ______________________________ 10 EXHIBIT A Adoption Agreement This Adoption Agreement is executed pursuant to the terms of that certain Amended and Restated Stockholders Agreement dated as of March 26, 2008 by and among Pure Biofuels Corp., a Nevada corporation (the "Company"), Plainfield Peru I LLC, a Delaware limited liability company, Plainfield Peru II LLC, a Delaware limited liability company and the Stockholders party thereto ("Stockholders"). By the execution of this Adoption Agreement, the undersigned agrees as follows: 1. Acknowledgment. The undersigned acknowledges that it is acquiring certain shares of the Common Stock, par value $0.001 of the Company, subject to the conditions of the terms and conditions of the Amended and Restated Stockholders Agreement. 2. Agreement. The undersigned (i) agrees that the shares of the Common Stock acquired by it shall be bound by and subject to the terms of the Amended and Restated Stockholders Agreement, and (ii) hereby adopts the Amended and Restated Stockholders Agreement with the same force and effect as if the undersigned were originally a party thereto and named as a Stockholder therein. 3. Notice. Any notice required as permitted by the Amended and Restated Stockholders Agreement shall be given to the undersigned at the address listed beside the undersigned's signature below. 4. Joinder. The spouse of the undersigned, if applicable, executes this Adoption Agreement to acknowledge its fairness and that it is in such spouse's best interests and to bind such spouse's community interest, if any, in any shares of the Common Stock of the Company, to the terms of the Amended and Restated Stockholders Agreement. [Signature pages to follow] EXECUTED and DATED as of ____________________, ____. PURCHASER OR TRANSFEREE: By: -------------------------- Name: ________________________ Address:______________________ ______________________________ [Signature Page to Adoption Agreement] EX-99.9 3 ex99-9.txt ================================================================================ FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND BETWEEN PURE BIOFUELS CORP. AND PLAINFIELD PERU I LLC PLAINFIELD PERU II LLC ------------------------------ Dated as of March 26, 2008 ------------------------------ ================================================================================ TABLE OF CONTENTS Page ARTICLE I AMENDMENTS TO THE AGREEMENT..........................................1 SECTION 1.1. Definitions.....................................................1 SECTION 1.2. Sale and Purchase...............................................2 SECTION 1.3. The Notes.......................................................3 SECTION 1.4. Affirmative Covenants ..........................................3 SECTION 1.5. Negative Covenants .............................................4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................5 SECTION 2.1. Incorporation of Representations and Warranties from the Agreement......................................................5 SECTION 2.2. Use of Proceeds.................................................5 SECTION 2.3. No Adjustment to Conversion Price...............................5 SECTION 2.4. Capital Stock...................................................5 SECTION 2.5. Brokers and Finders ............................................6 SECTION 2.6. Financial Statements; Undisclosed Liabilities...................6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER....................7 SECTION 3.1. Incorporation of Representations and Warranties from the Agreement......................................................7 ARTICLE IV CONDITIONS PRECEDENT TO ADDITIONAL NOTES CLOSING....................7 SECTION 4.1. Conditions to the Company's Obligations.........................7 SECTION 4.2. Conditions to Purchaser's Obligations...........................7 ARTICLE V MISCELLANEOUS........................................................9 SECTION 5.1. Reference to and Effect on the Agreement and the Initial Notes..9 SECTION 5.2. Registration Rights Agreement...................................9 SECTION 5.3. Stock Purchase Warrant..........................................9 SECTION 5.4. Governing Law..................................................10 SECTION 5.5. Expenses.......................................................10 SECTION 5.6. Headings Descriptive...........................................10 SECTION 5.7. Counterparts...................................................10 (i) FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of March 26, 2008 (this "First Amendment"), by and between PURE BIOFUELS CORP., a Nevada corporation (the "Company"), and PLAINFIELD PERU I LLC, a Delaware limited liability company ("LLC1"), and PLAINFIELD PERU II LLC, a Delaware limited liability company ("LLC2" and together with LLC1, the "Purchaser"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement (as defined below). W I T N E S S E T H: WHEREAS, the Company entered into a Securities Purchase Agreement, dated as of September 12, 2007 (the "Agreement"), by and between the Company, LLC 1 and LLC 2 for the purchase of $10,000,000 aggregate principal amount of 10%/12% Senior Convertible PIK Election Notes due 2012, Common Stock and warrants to purchase shares of Common Stock; WHEREAS, the Company desires, subject to the terms and conditions set forth herein, to issue and sell to Purchaser, and Purchaser desires, subject to the terms and conditions set forth herein, to purchase an additional $5,000,000 aggregate principal amount of 10%/12% Senior Convertible PIK Election Notes due 2012, convertible into 16,666,667 shares of Common Stock (subject to adjustment); WHEREAS, Section 11.1 of the Agreement provides that the Company and the Required Holders may, with certain exceptions, amend the Agreement with the written consent of the Company and the Required Holders; NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows. ARTICLE I AMENDMENTS TO THE AGREEMENT SECTION 1.1. Definitions. Clause (a) of Article I of the Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order: "Additional Notes" means the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company on the Additional Notes Closing Date (such term to include any such notes issued in substitution therefor pursuant to Section 12 of the Agreement and any notes issued in kind as interest pursuant to the terms of the Additional Notes). "Additional Notes Closing" has the meaning set forth in Section 2.4 of the Agreement. 1 "Additional Notes Closing Date" has the meaning set forth in Section 2.4 of the Agreement. "Amended and Restated Stockholders Agreement" means the agreement, dated March 26, 2008, among LLC1, LLC2, the Company and the other stockholders party thereto. "Employment Agreements" has the meaning ascribed to such term in the Loan Agreement. "Initial Notes" means the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company on the Closing Date (such term to include any such notes issued in substitution therefor pursuant to Section 12 of the Agreement and any notes issued in kind as interest pursuant to the terms of the Initial Notes). "Material Agreements" has the meaning ascribed to such term in Section 8.23 of the Loan Agreement and as set forth on Schedule 8.23 of the Loan Agreement, as Schedule 8.23 of the Loan Agreement is updated by Schedule 2.1 to this First Amendment. "Merger Warrants" means the warrants to purchase 2,166,667 shares of Common Stock with an exercise price of $0.60 per share issued to LLC II on January 24, 2008 in connection with the Binding Letter of Intent and Section 3.6(m) of the Agreement. "Notes" means the Initial Notes, the Additional Notes and any notes issued in substitution therefor pursuant to Section 12 of the Agreement and any notes issued in kind as interest pursuant to the terms of the Notes. In addition, the definition of "Conversion Price" in clause (a) of Article I of the Agreement is replaced with the following definition: "Conversion Price" means $0.30 for the Notes, subject to adjustments set forth in Section 3.6. SECTION 1.2. Sale and Purchase. Article II of the Agreement is hereby amended by inserting a new Section 2.3 and 2.4 as follows: SECTION 2.3. Additional Notes; Agreement to Sell and to Purchase; Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, on the Additional Notes Closing Date, $5,000,000 in aggregate principal amount of the Additional Notes for a purchase price of $5,000,000 (the "Additional Notes Purchase Price"). SECTION 2.4. Additional Notes Closing. Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the purchase and sale of the Additional Notes hereunder (the "Additional Notes Closing") shall take place at 10:00 a.m. at the offices of 2 White & Case LLP, counsel to Purchaser, at 1155 Avenue of the Americas, New York, New York, on March 26, 2008 or on such other date as the parties shall mutually agree upon (the "Additional Notes Closing Date"). At the Additional Notes Closing: (i) Purchaser shall deliver an amount equal to the Purchase Price (net of a funding fee in the amount of $100,000) via wire transfer of immediately available funds to such bank account as the Company shall have designated not later than one Business Day prior to the Additional Notes Closing Date. (ii) The Company shall deliver to Purchaser against payment of the Purchase Price, a certificate or certificates representing the Additional Notes being purchased by Purchaser pursuant to Section 2.3, which shall be in definitive form and registered in the name of Purchaser or its nominee or designee and in a single certificate or in such other denominations as Purchaser shall have requested not later than one Business Day prior to the Additional Notes Closing Date; SECTION 1.3. The Notes. Section 3.1 of the Agreement is hereby amended by inserting a new paragraph at the end thereof as follows: The Company will authorize the issuance of $5,000,000 aggregate principal amount of the Additional Notes to be issued on the Additional Notes Closing Date and any Notes to be issued in kind as interest. The Additional Notes shall be substantially in the form set forth in Exhibit A. SECTION 1.4. Affirmative Covenants. Article VI of the Agreement is hereby amended by replacing Section 6.7 in its entirety and by inserting a new Section 6.19 and 6.20, as set forth below: SECTION 6.7. Plainfield Director. (a) From and after the Additional Notes Closing Date, Purchaser or its Affiliates (or any transferee of more than 50% of the Notes held by Purchaser) shall have the right to designate up to a total of three Directors (each a "Plainfield Director"). As promptly as practicable after the Additional Notes Closing Date, the Board of Directors shall elect the persons so designated to the Board of Directors. In connection with any annual or special meeting of stockholders of the Company where Directors are to be elected, the persons designated by the Purchaser to be Plainfield Directors shall be nominated by the Board of Directors or any nominating committee thereof. (b) Purchaser or its Affiliates shall have the right to designate any replacement for a Plainfield Director designated for nomination or nominated in accordance with this Section 6.7 upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. The Board of Directors of the Company shall elect each person so designated. 3 (c) The Company shall use its best efforts to solicit from the stockholders of the Company eligible to vote for the election of Directors proxies in favor of the nominees selected in accordance with this Section 6.7. (d) If at any time Purchaser has the right to nominate Directors pursuant to this Section 6.7 but fails to exercise this right, then Purchaser or its Affiliates shall have the right to appoint one (1) representative for each director not so nominated (each an "Observer"). The Observer(s) shall have the right to attend meetings of the Board of Directors in a nonvoting observer capacity, to receive notice of such meetings and to receive the information provided by the Company to the Board of Directors. (e) Purchaser will have a right to effectuate their rights pursuant to this Section 6.7 so long as any Notes remain outstanding or Purchaser holds at least 5% of the Company's outstanding Common Shares. (f) A quorum of the Board of Directors shall require the presence of the Plainfield Director(s). (g) The Company will not increase the number of Directors above six. SECTION 6.19 Amendment of Bylaws. The Company agrees to cause the bylaws of the Company to be amended by the Additional Notes Closing Date to include the provisions set forth in Section 6.7 (a) and (f) above; provided that such provisions shall only be in force so long as any Notes remain outstanding or Purchaser holds at least 5% of the Company's outstanding Common Shares. SECTION 6.20 Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, each of the Company and each of its Subsidiaries hereby covenants and agrees to take all actions set forth on Schedule 6.20 to this First Amendment to guarantee and/or secure the Notes within the time period set forth therein and the parties hereto acknowledge and agree that the failure to take any of the actions required on Schedule 6.20 to this First Amendment, within the relevant time periods required, shall give rise to an immediate Event of Default pursuant to this Agreement. SECTION 1.5. Negative Covenants. Article VII of the Agreement is hereby amended by inserting a new Section 7.11, as follows: SECTION 7.11 Management Agreements, Employment Agreements, Material Agreements. Enter into any agreements of, or with respect to, the management of the Company or any of its Subsidiaries (collectively, the "New Management Agreements"), any material employment agreement entered into by the Company of any of its Subsidiaries (collectively, the "New Employment Agreements") or any agreement or series of related agreements involving aggregate consideration payable to or by the Company or its Subsidiaries in excess of U.S. $100,000, or amend, modify or change any provision of any existing Management Agreement, Employment Agreement or Material Agreement. 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY In order to induce the Purchaser to enter into this First Amendment and to purchase the Additional Notes, the Company hereby represents and warrants to and agrees with the Purchaser that on the date hereof, after giving effect to the consummation of the transactions contemplated hereby that: SECTION 2.1. Incorporation of Representations and Warranties from the Agreement. The representations and warranties contained in Article IV of the Agreement and in Section 8 of the Loan Agreement, other than Sections 8.05(b) and 8.10, are true and correct in all material respects with the same effect as though such representations and warranties had been made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); provided that Schedule 2.1 to this First Amendment updates Schedule 8.23 of the Loan Agreement as of the date hereof. SECTION 2.2. Use of Proceeds. (a) All proceeds from the sale of the Additional Notes shall be used solely for the purposes set forth on Schedule 2.2 of this First Amendment. (b) No part of the proceeds from the sale of the Additional Notes will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock; provided, however, that the Company may use the proceeds thereof to repurchase Common Stock in such manner as the Board of Directors (including the Plainfield Directors (as defined in the Amended and Restated Stockholders Agreement) may approve. Neither the sale of the Additional Notes nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, U or X. SECTION 2.3. No Adjustment to Conversion Price. Except as set forth on Schedule 2.3 hereto, nothing has occurred since the Closing Date that has resulted, or would result, in an adjustment to the Conversion Price pursuant to Section 3.6 of the Agreement. SECTION 2.4. Capital Stock. (a) As of the Additional Notes Closing Date, the authorized Capital Stock of the Company will consist solely of 250,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, of which 77,687,871 shares of Common Stock (assuming no additional exercises of existing stock options) and no shares of preferred stock are issued and outstanding, no shares are held in treasury and 93,259,520 shares of Common Stock (such amount does not include any shares or warrants that may be issued pursuant to the Binding Letter of Intent or Section 3.6(m) of the Agreement) are reserved for issuance upon the exercise of outstanding warrants, options and other convertible or exchangeable securities (other than the Additional Notes). Schedule 4.7 to this First Amendment sets forth the capitalization of the Company as of the Additional Notes Closing Date. (b) Except as set forth on Schedule 4.7 to this First Amendment, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights 5 or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of Capital Stock of the Company or any Subsidiary, and (ii) no restrictions upon, or Contracts or understandings of the Company or any Subsidiary, or, to the knowledge of the Company, Contracts or understandings of any other Person, with respect to, the voting or transfer of any shares of Capital Stock of the Company or any Subsidiary. (c) The Conversion Shares are duly authorized and validly reserved for issuance in contemplation of the conversion of the Additional Notes and, when issued and delivered in accordance with the terms of the Notes, will have been validly issued and will be fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of any Applicable Law. (d) The holders of the Additional Notes will, upon issuance thereof, have the rights set forth in the Form of Note (subject to the limitations and qualifications set forth therein). SECTION 2.5. Brokers and Finders. Except as set forth on Schedule 2.5 to this First Amendment, no agent, broker, Person or firm acting on behalf of the Company or its Affiliates is, or will be, entitled to any fee, commission or broker's or finder's fees from any of the parties hereto, or from any Person controlling, controlled by, or under common control with any of the parties hereto, in connection with this First Amendment or any of the transactions contemplated hereby. SECTION 2.6. Financial Statements; Undisclosed Liabilities. (a) The unaudited balance sheet of the Company as of September 30, 2007 and the related statements of income and cash flows of Holdings for the three-month and nine-month periods ended as of such dates, copies of which in each case were furnished or made available to the Purchaser prior to the date hereof, present fairly in all material respects the consolidated financial condition of the Company and its subsidiaries at the date of said financial statements and the consolidated results of operations for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date hereof no liabilities or obligations with respect to the Company or any of its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, could reasonably be expected to be material to the Company or any of its subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, either individually or in the aggregate, could reasonably be expected to be material to the Company or any of its subsidiaries. 6 (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Purchaser hereby represents and warrants to the Company as follows: SECTION 3.1. Incorporation of Representations and Warranties from the Agreement. The representations and warranties contained in Article V of the Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). ARTICLE IV CONDITIONS PRECEDENT TO ADDITIONAL NOTES CLOSING SECTION 4.1. Conditions to the Company's Obligations. The issuance of the Additional Notes by the Company shall be subject to the satisfaction, at or prior to the Additional Notes Closing, of the following conditions: (a) Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants, contained in this First Amendment to be performed and complied with by Purchaser at or prior to the Additional Notes Closing Date. (b) No provision of any Applicable Law, injunction, order or decree of any Governmental Authority shall be in effect which has the effect of making the transactions contemplated hereby illegal or shall otherwise restrain or prohibit the consummation of the transactions contemplated hereby. SECTION 4.2. Conditions to Purchaser's Obligations. The obligations of Purchaser to purchase the Additional Notes contemplated by this First Amendment shall be subject to the satisfaction, at or prior to the Additional Notes Closing, of the following conditions: (a) On the Additional Notes Closing Date and also after giving effect to the sale of the Additional Notes on such date there shall exist no Default or Event of Default. (b) Purchaser shall have received a certificate, dated the Additional Notes Closing Date and signed on behalf of the Company by an Authorized Representative, certifying on behalf of the Company that on the Additional Notes Closing Date and also after giving effect 7 to the sale of the Additional Notes on such date (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained or incorporated by reference in this First Amendment shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the Additional Notes Closing Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (c) Purchaser shall have received from each of DLA Piper US LLP and Lewis and Roca LLP, special counsel to the Company and Muniz, Ramirez, Perez-Taiman & Luna-Victoria, special counsel to the Subsidiaries, an opinion addressed to Purchaser and dated the Additional Notes Closing Date covering such matters incident to the transactions contemplated herein as the Purchaser may reasonably request. (d) Purchaser shall have received a certificate from the Company, dated the Additional Notes Closing Date, signed by an Authorized Representative, and attested to by another Authorized Representative, in the form of Exhibit A, with appropriate insertions, together with copies of the articles of incorporation and by-laws of the Company and the resolutions of the Company referred to in such certificate and the foregoing shall be in form and substance reasonably acceptable to Purchaser. (e) On the Additional Notes Closing Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this First Amendment shall be reasonably satisfactory in form and substance to Purchaser, and Purchaser shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which Purchaser reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate officials or Governmental Authorities. (f) Nothing shall have occurred since September 30, 2007 (and Purchaser shall have not have become aware of any facts or conditions not previously known) which Purchaser shall determine has had, or could reasonably be expected to have, (i) a Material Adverse Effect or (ii) a material adverse effect on the transactions contemplated hereby. (g) All necessary governmental and third party approvals and/or consents in connection with the Transactions shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the transactions contemplated hereby. On the Additional Notes Closing Date, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon transactions contemplated hereby. (h) Except as set forth in Schedule 5.07 to the Loan Agreement, on the Additional Notes Closing Date, there shall be no actions, suits or proceedings pending or threatened (a) with respect to the transactions contemplated hereby, this First Amendment or any 8 other Transaction Document, or (b) which Purchaser shall determine has had, or could reasonably be expected to have, a Material Adverse Effect. (i) The Company and the stockholders party thereto shall have executed and delivered the Amended and Restated Stockholders Agreement. (j) The bylaws of the Company shall have been amended to include the provisions set forth in Section 6.7 (a) and (f). (k) Purchaser shall have received certificates representing the Additional Notes purchased by Purchaser. (l) Purchaser shall have received such other documents and evidence as are customary for transactions of this type or as Purchaser may reasonably request in order to evidence the satisfaction of the other conditions set forth above. ARTICLE V MISCELLANEOUS SECTION 5.1. Reference to and Effect on the Agreement and the Initial Notes (i) Upon the execution of this First Amendment by the parties hereto, each reference in the Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Agreement and each reference in the other Transaction Documents to the "Securities Purchase Agreement", "thereunder", "thereof" or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended hereby. (ii) Except as specifically amended by this First Amendment, the Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii)This First Amendment and the Amended and Restated Stockholders Agreement shall each constitute a "Transaction Document" and this First Amendment shall constitute a "Note Document" for all purposes of the Agreement and the other Transaction Documents. SECTION 5.2. Registration Rights Agreement. The parties hereto agree that the shares of Common Stock issuable upon conversion of the Additional Notes shall constitute "Registrable Securities" under the Registration Rights Agreement. SECTION 5.3. Stock Purchase Warrant. The parties hereto agree that the definition of the term "Exercise Price" in Section 5(e) of the Warrants and the Merger Warrants, shall be replaced with the following definition: "Exercise Price" means $0.30, as adjusted in accordance with Section 2 hereof. 9 SECTION 5.4. Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). SECTION 5.5. Expenses. The Company shall reimburse the Purchaser for all reasonable disbursements and out-of-pocket expenses incurred by the Purchaser in connection with the transactions contemplated hereby, including, without limitation, the fees and disbursements of White & Case LLP, counsel to the Purchaser. On the Additional Notes Closing Date, Purchaser shall provide the Company with documentation reasonably satisfactory to the Company for such disbursements and out-of-pocket expenses. SECTION 5.6. Headings Descriptive. The headings of the several sections and subsections of this First Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this First Amendment. SECTION 5.7. Counterparts. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart hereof by facsimile or electronic transmission shall be as effective as delivery of any original executed counterpart hereof. [SIGNATURE PAGES TO FOLLOW] 10 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written. PURE BIOFUELS CORP. By /s/ Luis Goyzueta -------------------------- Name: Luis Goyzueta Title: CEO Each of the undersigned agrees that all references to the "Convertible Note Documents" in the Loan Agreement shall mean as the Convertible Note Documents are amended by this First Amendment and by the Amended and Restated Stockholders Agreement and by any amendments in connection with Section 6.20 of this First Amendment. Address: Av. Canaval y Moreyra 380 of 402 PURE BIOFUELS DEL PERU S.A.C. San Isidro, Lima Peru Attention: Luis Goyzueta By: /s/ Luis Goyzueta Telephone: +511-221-7365 ------------------------- Facsimile: +511-221-7347 Name: Luis Goyzueta Title: Authorized Signatory Address: Av. Canaval y Moreyra 380 of 402 PALMA INDUSTRIAL S.A.C. San Isidro, Lima Peru Attention: Luis Goyzueta By: /s/ Luis Goyzueta Telephone: +511-221-7365 ------------------------- Facsimile: +511-221-7347 Name: Luis Goyzueta Title: Authorized Signatory Address: 9440 Little Santa Monica Blvd. PURE BIOFUELS CORP. Suite 401 Beverly Hills, Ca 90210 Attention: Steven Magami By: /s/ Luis Goyzueta Telephone: (310) 402-5901 ------------------------- Facsimile: (310) 402-5947 Name: Luis Goyzueta Title: CEO Signature Page to Purchase Agreement PLAINFIELD PERU I LLC By /s/ Steven Segaloff -------------------------- Name: Steven Segaloff Title: Authorized Individual PLAINFIELD PERU II LLC By /s/ Steven Segaloff -------------------------- Name: Steven Segaloff Title: Authorized Individual The undersigned agrees that the Company's issuance of Additional Notes and the use of the proceeds thereof for the purposes set forth on Schedule 2.2 hereto will not violate the terms of the Loan Agreement. PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By /s/ Steven Segaloff -------------------------- Name: Steven Segaloff Title: Authorized Individual Signature Page to Purchase Agreement EX-99.10 4 ex99-10.txt THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. 10%/12% SENIOR CONVERTIBLE PIK ELECTION NOTE $5,000,000 New York, New York March 26, 2008 FOR VALUE RECEIVED, PURE BIOFUELS CORP., a corporation incorporated under the laws of the state of Nevada (the "Company"), hereby promises to pay to Plainfield Peru I LLC or its registered assigns (the "Holder"), in lawful money of the United States of America in immediately available funds, at the office of the Holder located at Plainfield Peru I LLC, c/o Plainfield Asset Management LLC, 55 Railroad Avenue, Greenwich, CT 06830 on September 12, 2012 the principal sum of FIVE MILLION DOLLARS ($5,000,000). The Company promises to pay to the Holder interest on the principal amount of this Note at a rate per annum set forth below from the date of issuance until maturity. The Company will pay interest on this Note semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2008, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 26, 2008. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, from time to time on demand at a rate per annum that is 2% in excess of the rate otherwise payable. If an Event of Default has occurred and is continuing, interest on this Note shall accrue at a rate per annum that is 2% in excess of the rate otherwise applicable. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company may, at its option, elect to pay interest on this Note (i) entirely in cash ("Cash Interest") or (ii) entirely by issuing additional Notes ("PIK Interest") . The first payment of interest on this Note shall be in PIK Interest. Thereafter, the Company must elect the form of interest payment with respect to each interest period by delivering a notice to the Holder prior to the beginning of each interest period. In the absence of such an election for any interest period, interest on this Note will be payable in the form of the interest payment for the prior interest period. Cash Interest on this Note will accrue at the rate of 10% per annum. PIK Interest on this Note will accrue at the rate of 12% per annum and be payable by issuing additional Notes ("PIK Notes") in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar) and the Company will issue and deliver such PIK Notes to the Holder of this Note. Any PIK Notes will be dated as of the applicable interest payment date and will bear interest from and after such date. All PIK Notes issued pursuant to a PIK Payment will mature on September 12, 2012 and will be governed by, and subject to the terms, provisions and conditions of, the Purchase Agreement referred to below and shall have the same rights and benefits as the Notes issued on the Issue Date. The Company hereby waives presentment, demand, protest or notice of any kind in connection with this Note. 1. Purchase Agreement This Note is one of a series of Senior Convertible PIK Election Notes issued pursuant to the Securities Purchase Agreement, dated as of September 12, 2007, as amended by the First Amendment to Securities Purchase Agreement, dated as of March 26, 2008 (together, and as from time to time amended, the "Purchase Agreement"), between the Company and the purchaser named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 13.14 of the Purchase Agreement and (ii) to have made the representation set forth in Section 5.2 of the Purchase Agreement. 2. Optional Redemption This Note is not subject to optional prepayment or redemption. 3. Registration and Transfer This Note is a registered Note and, as provided in the Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 4. Conversion The Holder may convert this Note into fully paid and nonassessable shares of Common Stock of the Company at any time after the Amendment Date (as defined in the Purchase Agreement) and on or prior to September 12, 2012. The initial conversion price is $0.30 per share, subject to adjustment as provided in the Purchase Agreement. To determine the number of shares issuable upon conversion of this Note, divide the principal amount and accrued but unpaid interest to be converted by the conversion price in effect on the conversion date. In connection with the conversion of Notes, no fractions of shares of Common Stock shall be issued, but the Company 2 shall, with respect to any fractional interest: (i) pay cash with respect to the Market Price of such fractional share; or (ii) round up to the next whole share of Common Stock. 5. Events of Default If an Event of Default, as defined in the Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Purchase Agreement. 3 THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. PURE BIOFUELS CORP. By: /s/ Luis Goyzueta -------------------------- Name: Luis Goyzueta Title: Chief Executive Officer 4 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ________________________________________________________________________________ (Insert assignee's soc. sec. or tax I.D. no.) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) Your Signature: ________________________________________________________________________________ (Sign exactly as your name appears on the Note) Date: ____________________________ 5 CONVERSION NOTICE To convert this Note into Common Stock of the Company, check the box: [ ] To convert only part of this Security, state the principal amount to be converted: $_____________________. If you want the stock certificate made out in another person's name, fill in the form below: ________________________________________________________________________________ (Insert assignee's soc. sec. or tax I.D. no.) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) Your Signature: ________________________________________________________________________________ (Sign exactly as your name appears on the Note) Date: ____________________________ 6 EX-99.11 5 ex99-11.txt FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF PURE BIOFUELS CORP. This First Amendment, effective as of March 26, 2008 (the "Amendment"), to the Amended and Restated Bylaws of Pure Biofuels Corp., a Nevada corporation (the "Amended and Restated Bylaws"), is adopted by the Board pursuant to Section 8.9 of the Amended and Restated Bylaws. Capitalized terms used herein and not otherwise defined have the meanings given to them in the Amended and Restated Bylaws. Modifications to Section 3.2 Section 3.2 of the Amended and Restated Bylaws is hereby amended in its entirety to read as follows: 3.2 Number, Term and Qualification. The number of directors on the Board will be determined from time to time by resolution adopted by the Board. In the absence of such resolution, the number of directors elected at the meeting shall constitute the number of directors of the Corporation until the next annual meeting of stockholders, unless the number is changed prior to such meeting by action of the Board. Each director's term shall expire at the annual meeting next following the director's election as a director; provided that, notwithstanding the expiration of the term of the director, the director shall continue to hold office until a successor is elected and qualifies or until his death, resignation, removal or disqualification or until there is a decrease in the number of directors. The term of a director elected to fill a vacancy expires at the next annual meeting of stockholders. Directors need not be residents of the State of Nevada or stockholders of the Corporation. Modifications to Section 3.11 Section 3.11 of the Amended and Restated Bylaws is hereby amended in its entirety to read as follows: 3.11 Quorum; Vote. (a) Except as otherwise provided by applicable law, at all meetings of the Board, a majority of the authorized number of directors will constitute a quorum for the transaction of business and the vote of a majority of the directors present at any meeting at which there is a quorum will be the act of the Board; unless, however, that certain Stockholders Agreement (as defined below) is in effect, in which case a majority of the authorized number of directors, including the attendance of the then-appointed Plainfield Directors (as defined below), will be necessary to constitute a quorum for the transaction of business. If a quorum is present at the call of a meeting, the directors may continue to transact business until adjournment notwithstanding the withdrawal of enough directors to leave less than a quorum (other than in the case of a withdrawal of the Plainfield Directors). In the event of a tie vote of the Board and one or more directors is absent from the meeting, the matter will be deferred until the next meeting of the Board. In the event of a tie vote and all directors have participated in the meeting and have voted or abstained from voting, the Chairman of the Board will cast an additional vote and the matter will be approved or disapproved based upon such vote. In the event the Chairman of the Board has abstained from voting on the issue, the matter will be deemed disapproved due to the matter failing to obtain a majority of affirmative votes. (b) As used herein, "Plainfield Director" shall mean each certain individual, up to a total of three (3) such individuals, designated by Plainfield Peru I LLC, a Delaware limited liability company ("LLC1"), and Plainfield Peru II LLC, a Delaware limited liability company ("LLC2," and together with LLC1, the "Purchaser"), or an affiliate of Purchaser (or any permitted transferee of more than fifty percent (50%) of the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company as of the date hereof or as of September 12, 2007, and any notes issued in kind as interest pursuant to the terms of such Notes) and elected to the Board by the stockholders pursuant to the terms of that certain Stockholders Agreement dated as of September 12, 2007, between the Corporation, the Purchaser, and certain stockholders of the Corporation (the "Original Stockholders Agreement"), or pursuant to the terms of that certain Amended and Restated Stockholders Agreement dated as of even date herewith between the Corporation, the Purchaser, and certain stockholders of the Corporation (the "Amended and Restated Stockholders Agreement," and together with the Original Stockholders Agreement, the "Stockholders Agreement"). Modifications to Article 4 Article 4 of the Amended and Restated Bylaws is hereby amended in its entirety to read as follows: ARTICLE 4 COMMITTEES 4.1 Audit Committee. The Board by resolution will designate an Audit Committee consisting of at least three members. The Audit Committee will review the internal financial controls of the Corporation, and the integrity of its financial reporting, and have such other powers and duties as the Board determines. The Board will adopt a charter, which may be amended from time to time, setting forth the powers and duties of the Audit Committee. The Board will designate by resolution a member of the Audit Committee as a "financial expert" within the meaning of Item 401 of Regulation S-K under the Exchange Act. 4.2 Compensation Committee. The Board by resolution will designate a Compensation Committee consisting of at least two members. The Compensation Committee will administer the Corporation's compensation plans and have such other powers and duties as the Board determines. The Board will adopt a charter, which may be amended from time to time, setting forth the powers and duties of the Compensation Committee. 2 4.3 Nominating and Corporate Governance Committee. The Board by resolution will designate a Nominating and Corporate Governance Committee consisting of at least two members. The Nominating and Corporate Governance Committee will nominate candidates for election to the Board, formulate corporate governance principles, and have such other powers and duties as the Board determines. The Board will adopt a charter, which may be amended from time to time, setting forth the powers and duties of the Nominating and Corporate Governance Committee. 4.4 Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of directors of one or more directors, which shall serve at the Board's pleasure and have such powers and duties as the Board determines. 4.5 Meetings and Action of Committees. (a) The members of all committees will serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each committee will keep regular minutes of its meetings and report the same to the Board at its next meeting. Each committee may adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board. Any director may serve simultaneously on multiple committees. (b) Except as otherwise provided in resolutions or charters adopted by the Board, all meetings and actions of committees will be governed by, and held and taken in accordance with, the provisions of Sections 3.7 through 3.14, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members; provided, however, that (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (ii) special meetings of committees may also be called by resolution of the Board; (iii) notice of special meetings of committees will also be given to all alternate members, who will have the right to attend all meetings of the committee; (iv) a majority of the members of a committee will constitute a quorum for the transaction of business at any meeting; and (v) the affirmative vote of a majority of the members of a committee will be required to take action in respect of any matter presented to or requiring the approval of the committee. Except as modified herein, the Amended and Restated Bylaws remain in effect and unmodified. The Amended and Restated Bylaws as modified by this Amendment shall hereinafter be called the "Bylaws" of the Corporation, and any and all references to the Bylaws of the Corporation shall mean the Amended and Restated Bylaws as modified by this Amendment. 3 EX-99.12 6 ex99-12.txt Reference is made to the loan agreement, dated as of September 12, 2007 (as the same may have been amended, the "Loan Agreement"), among Pure Biofuels Corp., as Guarantor, Pure Biofuels Del Peru S.A.C. and Palma Industrial S.A.C., as Borrowers, and Plainfield Special Situations Master Fund Limited, as Lender and as Administrative Agent. All capitalized terms used herein without definition shall have the meanings given to such terms in the Loan Agreement. The Borrowers and the Guarantor hereby request that the Lender make a Loan to the Borrowers in the amount of approximately $818,000.00. The Lender will make such Loan to the Borrowers on the following terms and conditions: 1. $648,000.00 of the Loan will be funded from the remaining unfunded portion of the Lender's Commitment (thus reducing such Commitment to $0.00) and the balance of such Loan will be funded from amount of the Interest Reserve (thereby reducing the amount of the Interest Reserve to $0.00). 2. In consideration for the Lender making the Loan to the Borrowers pursuant to paragraph 1, the Guarantor and the Borrowers agree as follows: (a) The Guarantor and the Borrowers will execute and deliver, or cause to be executed and delivered, all such amendments and reaffirmations of the Loan Documents, opinions, other documents and instruments and take, or cause to be taken, all such other actions, as the Lender require in connection with the making of the Loan pursuant to paragraph 1. (b) The Guarantor will execute and deliver or cause to be executed and delivered, all such amendments and reaffirmations of the Convertible Note Documents, opinions, other documents and instruments and take, or cause to be taken, all such other actions (including, without limitation, a shareholders agreement to vote in favor of such designees at future shareholder meetings), as the Lender may require in order to reset the exercise price of the Warrants based on the Guarantor's common stock share price as of the close of business today. (c) The Guarantor will execute and deliver, or cause to be executed and delivered, all such agreements, opinions, other documents and instruments and take, or cause to be taken, all such other actions (including, without limitation, obtaining an agreement of its shareholders to vote in favor of such designees at future shareholder meetings), as Plainfield Peru 1 LLC and Plainfield Peru 2 LLC may require in order to (i) increase the number of Directors on the Board of Directors of the Guarantor that are their designees from 1 to either 2 or 3, at the sole discretion of Plainfield Peru 1 LLC and Plainfield Peru 2 LLC, (ii) cause Christopher Tewell to be elected the Chairman of the Board of Directors of the Guarantor and (iii) provide such designated Directors with certain blocking rights they may specify. (d) The Guarantors and the Borrowers jointly and severally covenant and agree to pay all costs and expenses (including, without limitation, legal fees) paid or incurred by the Lender in connection with the foregoing, within five (5) days following written notice from the Lender of the amount so incurred or paid by the Lender. (e) Any breach of the foregoing terms and conditions shall, at the election of the Lender, constitute an Event of Default. Please confirm your agreement to the foregoing by signing and returning this email to us. PURE BIOFUELS DEL PERU S.A.C. By: /s/ Luis Goyzueta --------------------------------------------- Name: Luis Goyzueta Title: Authorized Signatory PALMA INDUSTRIAL S.A.C. By: /s/ Luis Goyzueta --------------------------------------------- Name: Luis Goyzueta Title: Authorized Signatory PURE BIOFUELS CORP. By: /s/ Luis Goyzueta --------------------------------------------- Name: Luis Goyzueta Title: Chief Executive Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----