-----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, WYGpBZv6U54w78ynVEYI5UZBVhnTAApF4TtHUfZ1aQEKM/OcUwgpDGwk0f/ecN/g uegYXe2wA1ZYU2dnRXt30w== 0000950127-09-000073.txt : 20090402 0000950127-09-000073.hdr.sgml : 20090402 20090402131243 ACCESSION NUMBER: 0000950127-09-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090402 DATE AS OF CHANGE: 20090402 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79988 FILM NUMBER: 09726369 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/A 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/A 1 sc13da.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) * 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 27, 2009 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition 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 Section 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 220,972,557 shares (1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 220,972,557 shares (1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,972,557 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) 72.8% (1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - -------------------------------------------------------------------------------- - ---------- (1) Includes 89,683,765 shares of common stock acquired by the Reporting Persons and 131,288,792 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the 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 220,972,557 shares (1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 220,972,557 shares (1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,972,557 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) 72.8% (1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ---------- (1) Includes 89,683,765 shares of common stock acquired by the Reporting Persons and 131,288,792 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the 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 220,972,557 shares (1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 220,972,557 shares (1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,972,557 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) 72.8% (1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ---------- (1) Includes 89,683,765 shares of common stock acquired by the Reporting Persons and 131,288,792 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the 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 220,972,557 shares (1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 220,972,557 shares (1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,972,557 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) 72.8% (1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, OO - -------------------------------------------------------------------------------- - ---------- (1) Includes 89,683,765 shares of common stock acquired by the Reporting Persons and 131,288,792 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the 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 220,972,557 shares (1) ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 220,972,557 shares (1) - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,972,557 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) 72.8% (1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ---------- (1) Includes 89,683,765 shares of common stock acquired by the Reporting Persons and 131,288,792 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the exercise of warrants. See Item 5. Item 1. Security and Issuer ITEM 1 IS HEREBY AMENDED AND RESTATED AS FOLLOWS: This Amendment No. 7 (this "Amendment") amends certain information in the statement on Schedule 13D, initially filed on September 19, 2007 by the Reporting Persons, as amended as filed on January 31, 2008, April 3, 2008, August 6, 2008, November 7, 2008, December 11, 2008 and as further amended as filed on March 17, 2009 (as amended, the "Initial Statement"), 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 701 Brazos Street, Suite 1050, Austin, TX 78701. Except as expressly provided herein, this Amendment does not modify any of the information previously reported in the Initial Statement. All capitalized terms used herein shall have the meanings given to them in the Initial Statement, and unless amended or supplemented hereby, all information previously filed remains in effect. Item 3. Source and Amount of Funds or Other Consideration ITEM 3 IS HEREBY AMENDED BY ADDING THE FOLLOWING: Pursuant to the Third Amendment, on March 27, 2009, Peru I used investment funds to purchase from the Issuer Senior Notes in the principal amount of $1,200,000, convertible into 30,000,000 shares of Common Stock, at a conversion price of $0.04. Item 5. Interest in Securities of the Issuer ITEM 5 IS HEREBY AMENDED AND RESTATED AS FOLLOWS: (a); (b) Peru II beneficially owns 89,683,765 shares of Common Stock, consisting of 89,683,765 shares of Common Stock of which it is the owner of record, representing approximately 29.5% of the outstanding Common Stock (assuming the conversion of all Senior Notes and the exercise of the December 2008 Warrants). 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 131,288,792 shares of Common Stock, all of which are issuable upon conversion of the Senior Notes and the exercise of the December 2008 Warrants, representing in the aggregate approximately 43.2% of the outstanding Common Stock (assuming the conversion of all Senior Notes and the exercise of the December 2008 Warrants). 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 disclaim any beneficial ownership of the Common Stock beneficially owned by Master Fund, Peru I or Peru II. (c) 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: The Issuer, Peru I and Peru II entered into the Fourth Amendment to Securities Purchase Agreement, dated March 27, 2009 (the "Fourth Amendment"), which amended the form of the Senior Notes issued pursuant to the Third Amendment on March 10, 2009 and March 27, 2009 in the principal amounts of $1,000,000 and $1,200,000 (the "2009 General Obligations Additional Notes") to provide Peru I the option of (1) converting such notes into shares of Common Stock or (2) exchanging such notes for (i) new notes identical to the 2009 General Obligations Additional Notes except such new notes shall not contain conversion rights and (ii) shares of Common Stock equal to the amount of shares that would have been issued upon a conversion of the 2009 General Obligations Additional Notes divided by 1.2. The Fourth Amendment is filed as an exhibit to this Amendment and should be referred to in its entirety for complete information. 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 is incorporated by reference to Exhibit 8 of Amendment No. 1 to the Initial Statement, dated January 31, 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 is incorporated by reference to Exhibit 9 of Amendment No. 1 to the Initial Statement, dated January 31, 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 is incorporated by reference to Exhibit 10 of Amendment No. 2 to the Initial Statement, dated March 26, 2008. 11. First Amendment to Securities Purchase Agreement, dated as of March 26, 2008, by and among the Issuer, Peru I and Peru II is incorporated by reference to Exhibit 11 of Amendment No. 2 to the Initial Statement, dated March 26, 2008. 12. $5,000,000 10%/12% Senior Convertible PIK Election Note issued to Peru I by the Issuer is incorporated by reference to Exhibit 12 of Amendment No. 2 to the Initial Statement, dated March 26, 2008. 13. First Amendment to Amended and Restated Bylaws of the Issuer, dated as of March 26, 2008 is incorporated by reference to Exhibit 13 of Amendment No. 2 to the Initial Statement, dated March 26, 2008. 14. Agreement, dated as of March 13, 2008, by the Issuer and the Borrowers is incorporated by reference to Exhibit 14 of Amendment No. 2 to the Initial Statement, dated March 26, 2008. 15. Warrant Exchange Agreement, dated as of August 5, 2008, by and between the Issuer and Peru II is incorporated by reference to Exhibit 15 of Amendment No. 3 to the Initial Statement, dated August 5, 2008. 16. Second Amendment to Loan Documents, dated as of April 18, 2008, among the Issuer, the Borrowers, Master Fund and the other Credit Parties thereto is incorporated by reference to Exhibit 16 of Amendment No. 3 to the Initial Statement, dated August 5, 2008. 17. Second Amendment to Securities Purchase Agreement, dated as of November 4, 2008, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 17 of Amendment No. 4 to the Initial Statement, dated November 4, 2008. 18. Third Amendment to Loan Documents, dated as of November 4, 2008, among the Issuer, the Borrowers, Master Fund and the other Credit Parties thereto, is incorporated by reference to Exhibit 18 of Amendment No. 4 to the Initial Statement, dated November 4, 2008. 19. Letter Agreement, dated as of December 4, 2008, among the Issuer, FDS Corporation S.A, Trimarine Corporation S.A. and Peru I is incorporated by reference to Exhibit 19 of Amendment No. 5 to the Initial Statement, dated December 4, 2008. 20. $500,000 Promissory Note issued by the Issuer to Peru I, dated December 4, 2008, is incorporated by reference to Exhibit 20 of Amendment No. 5 to the Initial Statement, dated December 4, 2008. 21. Stock Purchase Warrant exercisable into 3,333,333 shares of Common Stock, issued to Peru I by the Issuer, dated December 4, 2008, is incorporated by reference to Exhibit 20 of Amendment No. 5 to the Initial Statement, dated December 4, 2008. 22. Third Amendment to Securities Purchase Agreement, dated as of March 10, 2009, by and among the Issuer, Peru I and Peru II. 23. Fourth Amendment to Securities Purchase Agreement, dated as of March 27, 2009, by and among the Issuer, Peru I and Peru II. 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 2, 2009 PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ THOMAS X. FRITSCH ------------------------------------- Thomas X. Fritsch Authorized Individual PLAINFIELD PERU I LLC By: /s/ THOMAS X. FRITSCH ------------------------------------- Thomas X. Fritsch, Managing Director, General Counsel and Secretary PLAINFIELD PERU II LLC By: /s/ THOMAS X. FRITSCH ------------------------------------- Thomas X. Fritsch, Managing Director, General Counsel and Secretary 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-99.23 2 ex99.txt EXECUTION COPY ================================================================================ FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND AMONG PURE BIOFUELS CORP. AND PLAINFIELD PERU I LLC PLAINFIELD PERU II LLC -------------------------- Dated as of March 27, 2009 -------------------------- ================================================================================ TABLE OF CONTENTS Page ARTICLE I AMENDMENTS TO THE AGREEMENT..........................................1 SECTION 1.1. Definitions..................................................1 SECTION 1.2. The Notes....................................................2 SECTION 1.3. Convertibility...............................................2 SECTION 1.4. Forced Conversion............................................2 ARTICLE II 2009 GENERAL OBLIGATION ADDITIONAL NOTES............................3 SECTION 2.1. Amendment and Restatement....................................3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................3 SECTION 3.1. Incorporation of Representations and Warranties from the Third Amendment............................................3 SECTION 3.2. Anti-Dilution................................................3 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................3 SECTION 4.1. Incorporation of Representations and Warranties from the Agreement..................................................3 ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS..................................4 SECTION 5.1. Conditions to the Company's Obligations......................4 SECTION 5.2. Conditions to Purchaser's Obligations........................4 ARTICLE VI MISCELLANEOUS.......................................................5 SECTION 6.1. Reference to and Effect on the Agreement and the Initial Notes......................................................5 SECTION 6.2. Registration Rights Agreement................................6 SECTION 6.3. Governing Law................................................6 SECTION 6.4. Expenses.....................................................6 SECTION 6.5. Headings Descriptive.........................................6 SECTION 6.6. Counterparts.................................................6 (i) FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of March 27, 2009 (this "Fourth Amendment"), by and among 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 (as amended by a First Amendment to Securities Purchase Agreement dated as of March 26, 2008, a Second Amendment to Securities Purchase Agreement dated as of November 4, 2008 and a Third Amendment to Securities Purchase Agreement dated as of March 10, 2009, the "Agreement"), by and among the Company, LLC 1 and LLC 2 for the purchase of 10%/12% Senior Convertible PIK Election Notes due 2012, Common Stock and warrants to purchase shares of Common Stock; WHEREAS, pursuant to the Third Amendment, the Company agreed, subject to the terms and conditions set forth therein, to issue and sell to Purchaser, and Purchaser agreed, subject to the terms and conditions set forth therein, to purchase $2,200,000 in aggregate principal amount of 2009 General Obligation Additional Notes, of which $1,000,000 in aggregate principal amount of 2009 General Obligation Additional Notes were issued and sold by the Company to the Purchaser on March 10, 2009; WHEREAS, the parties hereto desire to amend the terms of the 2009 General Obligation Additional Notes; and 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: "Exchange Notes" has the meaning set forth in Section 4(b) of the 2009 General Obligation Additional Notes. 1 "Fourth Amendment" means the Fourth Amendment to Securities Purchase Agreement, dated as of March 27, 2009, by and among the Company and Purchaser. In addition, the definitions of "2009 Additional Notes" and "2009 General Obligation Additional Notes" in clause (a) of Article I of the Agreement are replaced with the following definitions: "2009 Additional Notes" means (i) the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company on each of the First 2009 Additional Notes Closing Date, the March 2009 Deferred Interest Additional Notes Closing Date and the Second 2009 Additional Notes Closing Date; (ii) the Exchange Notes and (iii) 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 2009 Additional Notes; provided that any notes issued pursuant to this clause (iii) shall have the same terms and conditions as the underlying notes which are being substituted or for which interest is being paid (for the avoidance of doubt, the notes issued in kind as interest on the 2009 General Obligation Additional Notes shall have an initial conversion price of $0.04 per share, subject to adjustment as provided in the Agreement). "2009 General Obligation Additional Notes" has the meaning set forth in the preamble of the Third Amendment, in substantially the form set forth in Exhibit A of the Fourth Amendment. "Conversion Shares" means the shares of Common Stock issuable upon the conversion of the Notes or in connection with the issuance of the Exchange Notes. SECTION 1.2. The Notes. Section 3.1 of the Agreement is hereby amended by amending and restating the last sentence of the last paragraph thereof to read as follows: "The 2009 Additional Notes (other than the 2009 General Obligation Additional Notes) shall be substantially in the form set forth in Exhibit A." SECTION 1.3. Convertibility. Section 3.5(a) of the Agreement is hereby amended by amending and restating the first sentence thereof to read as follows: "The Holders of the Notes (other than the Exchange Notes) will be entitled at any time after the Amendment Date and on or prior to the Final Maturity Date to convert any or all of their Notes into shares of Common Stock at the Conversion Price per share." SECTION 1.4. Forced Conversion. Section 3.7 of the Agreement is hereby amended by inserting a new sentence at the end thereof to read as follows: "Notwithstanding anything to the contrary herein, this Section 3.7 shall not apply to the Exchange Notes." 2 ARTICLE II 2009 GENERAL OBLIGATION ADDITIONAL NOTES SECTION 2.1. Amendment and Restatement. The parties hereto agree to the amendment and restatement of the 2009 General Obligation Additional Notes issued in connection with the First Additional Notes Closing, substantially in the form of the Amended and Restated 10%/12% Senior Convertible PIK Election Notes due 2012 attached as Exhibit B hereto (the "Amended and Restated Note"), on March 27, 2009 or such other date as the parties shall mutually agree upon (the "Closing Date"). ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY In order to induce the Purchaser to enter into this Fourth Amendment, the Company hereby represents and warrants to and agrees with the Purchaser that, as of the date hereof, after giving effect to the consummation of the transactions contemplated hereby: SECTION 3.1. Incorporation of Representations and Warranties from the Third Amendment. The representations and warranties contained in the Third Amendment 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). SECTION 3.2. Anti-Dilution. The execution and performance of (a) this Fourth Amendment and all of the transactions described herein and (b) the Performance Bond Agreement, dated as of March 27, 2009, between FDS Corporation S.A. and the Company and all other agreements and documents executed in connection with the Company's obtainment of a performance bond of up to the amount of $2,500,000 for certain terminaling and bonded warehouse operations (collectively, the "FDS Agreement"), will not require an anti-dilution adjustment under Section 3.6 of the Agreement. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Purchaser hereby represents and warrants to the Company as follows: SECTION 4.1. 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 3 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 V CONDITIONS PRECEDENT TO OBLIGATIONS SECTION 5.1. Conditions to the Company's Obligations. The issuance of the Amended and Restated Note by the Company shall be subject to the satisfaction, at or prior to the Closing Date, 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 Fourth Amendment to be performed and complied with by Purchaser at or prior to the 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 5.2. Conditions to Purchaser's Obligations. The obligations of Purchaser hereunder shall be subject to the satisfaction of the following conditions: (a) On the Closing Date and also after giving effect to the issuance of the Amended and Restated Note there shall exist no Default or Event of Default. (b) Purchaser shall have received a certificate, dated the Closing Date and signed on behalf of the Company by an Authorized Representative, certifying on behalf of the Company that on the Closing Date and also after giving effect to the issuance of the Amended and Restated Note on such date (i) there shall exist no Default or Event of Default and (ii) all representations and warranties incorporated by reference in this Fourth 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 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 Brian Alperstein, Esquire, General Counsel of the Company, an opinion addressed to Purchaser and dated the 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 Closing Date, signed by an Authorized Representative, confirming that the certificate issued pursuant to Section 4.2(e) of the Third Amendment is true and correct as of the Closing Date. (e) On the Closing Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Fourth 4 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, 2008 (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 contemplated hereby 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 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 Closing Date, there shall be no actions, suits or proceedings pending or threatened (a) with respect to the transactions contemplated hereby, this Fourth Amendment or any other Transaction Document, or (b) which Purchaser shall determine has had, or could reasonably be expected to have, a Material Adverse Effect. (i) Purchaser shall have received, in form and substance satisfactory to the Purchaser in its sole discretion, a copy of the FDS Agreement duly executed by the parties thereto. (j) Purchaser shall have received a certificate representing the Amended and Restated Note on the Closing Date. (k) 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 VI MISCELLANEOUS SECTION 6.1. Reference to and Effect on the Agreement and the Initial Notes. (i) Upon the execution of this Fourth 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 5 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 Fourth Amendment, the Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) This Fourth Amendment shall constitute a "Transaction Document" and this Fourth Amendment shall constitute a "Note Document" for all purposes of the Agreement and the other Transaction Documents. SECTION 6.2. Registration Rights Agreement. The parties hereto agree that the shares of Common Stock issuable in connection with the Exchange Note shall constitute "Registrable Securities" under the Registration Rights Agreement. SECTION 6.3. Governing Law. THIS FOURTH 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 6.4. 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 Closing Date, Purchaser shall provide the Company with documentation reasonably satisfactory to the Company for such disbursements and out-of-pocket expenses. SECTION 6.5. Headings Descriptive. The headings of the several sections and subsections of this Fourth Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Fourth Amendment. SECTION 6.6. Counterparts. This Fourth 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 FOLLOW] 6 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date first above written. PURE BIOFUELS CORP. By: ------------------------- Name: Title: Each of the undersigned agrees that all references to the "Convertible Note Documents" in the Loan Agreement shall mean the Convertible Note Documents as amended by this Fourth Amendment. Address: Av. Canaval y Moreyra 380 of 402 PURE BIOFUELS DEL PERU S.A.C. San Isidro, Lima Peru Attention: Luis Goyzueta By: Telephone: +511-221-7365 ------------------------- Facsimile: +511-221-7347 Name: Title: Address: Av. Canaval y Moreyra 380 of 402 PALMA INDUSTRIAL S.A.C. San Isidro, Lima Peru Attention: Luis Goyzueta By: Telephone: +511-221-7365 ------------------------- Facsimile: +511-221-7347 Name: Title: Address: 701 Brazos Street PURE BIOFUELS CORP. Suite 1050 Austin, Texas 78701 Attention: Albert Pinto, Brian Alperstein By: Telephone: (512) 397-1550 ------------------------- Facsimile: (202) 261-3523 Name: Title: PLAINFIELD PERU I LLC By: ------------------------- Name: Title: PLAINFIELD PERU II LLC By: ------------------------- Name: Title: The undersigned agrees that the amendment and restatement of the 2009 General Obligation Additional Notes, the use of the proceeds thereof and the execution and performance of the FDS Agreement will not violate the terms of the Loan Agreement. PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: ------------------------- Name: Title: EXHIBIT A Form of 2009 General Obligation Additional Notes See attached. EXHIBIT B Amended and Restated 10%/12% Senior Convertible PIK Election Notes due 2012 See attached. -----END PRIVACY-ENHANCED MESSAGE-----