Unassociated Document

0001019056-11-000174.txt : 20110210 0001019056-11-000174.hdr.sgml : 20110210 20110210140738 ACCESSION NUMBER: 0001019056-11-000174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 GROUP MEMBERS: MAX HOLMES GROUP MEMBERS: PLAINFIELD ASSET MANAGEMENT LLC GROUP MEMBERS: PLAINFIELD PERU I LLC GROUP MEMBERS: PLAINFIELD PERU II LLC GROUP MEMBERS: PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED 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: 11591418 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-302-1715 MAIL ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: Plainfield Asset Management LLC DATE OF NAME CHANGE: 20060206 SC 13D/A 1 purebiofuels_13da11.htm AMENDMENT NO. 10 Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Pure Biofuels Corp.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

74621R104
(CUSIP Number)
Plainfield Asset Management LLC 333 Ludlow Street Stamford, CT 06902 Attention: General Counsel Telephone: (203) 302-1700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Special Situations Master Fund Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6,	Citizenship or Place of Organization Cayman Islands

Number of Shares Bene-ficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0% (1)

14.	Type of Reporting Person (See Instructions): CO, HC

(1) Includes 153,696,959 shares of common stock acquired by the Reporting Persons and 399,489,506 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the exercise of warrants. See Item 5.

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Peru I LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Bene-ficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): OO

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Peru II LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Bene-ficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): OO

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Asset Management LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Bene-ficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): IA, OO

CUSIP No. 74621R104

1.	Name of Reporting Persons: Max Holmes

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization United States

Number of Shares Bene-ficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): IN

Item 1. Security and Issuer

Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 11 (this “Amendment”) amends certain information in the statement on Schedule 13D, initially filed on September 21, 2007 by the Reporting Persons, as amended by Amendment No. 1 filed on January 31, 2008, Amendment No. 2 filed on April 3, 2008, Amendment No. 3 filed on August 6, 2008, Amendment No. 4 filed on November 7, 2008, Amendment No. 5 filed on December 11, 2008, Amendment No. 6 filed on March 17, 2009, Amendment No. 7 filed on April 2, 2009, Amendment No. 8 filed on April 13, 2009, Amendment No. 9 filed on July 24, 2009, and Amendment No. 10 filed on June 11, 2010 (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 3811 Shadow Trace Circle, Houston, TX.

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 2. Identity and Background

Item 2 is hereby amended and restated in its entirety as follows:

(a)-(c); (f) This Statement 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 Ma nagement”); 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 herein by reference to Exhibit 2 of the Initial Statement.

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 exempt 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 c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, P.O. Box 31106, Grand Cayman KY1-1205, Cayman Islands. 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. The principal activity of Peru I is to hold investments in the Issuer. The principal business address of Peru I is 333 Ludlow Street, Stamford, CT 06902. The sole member of Peru I is Master Fund.

(3) Plainfield Peru II LLC

Peru II is a Delaware limited liability company. The principal activity of Peru II is to hold investments in the Issuer. The principal business address of Peru I is 333 Ludlow Street, Stamford, CT 06902. 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 333 Ludlow Street, Stamford, CT 06902. 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 333 Ludlow Street, Stamford, CT 06902. 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 at the end thereof:

On the maturity date of the June 2010 Promissory Note, the Issuer did not pay the principal amount of the June 2010 Promissory Note. Peru I is currently evaluating its options with respect to enforcing its rights and remedies under the June 2010 Promissory Note.

On December 29, 2010, Peru II loaned $162,172 to Pure Biofuels de Peru S.A.C., a wholly owned subsidiary of the Issuer (“Biofuels de Peru”), evidenced by a promissory note in the principal amount of $162,172 (the “December 2010 Promissory Note”) at an annual interest rate of 8.5%. The terms of the December 2010 Promissory Note provided that the principal amount due thereunder matured and became payable on January 29, 2011. On the maturity date of the December 2010 Promissory Note, Biofuels de Peru did not pay the principal amount.

On February 7, 2011, Biofuels de Peru executed an Amended and Restated Promissory Note in the original principal amount of $293,359.01 (the “Amended and Restated December 2010 Promissory Note”) at an annual interest rate of 8.5% which amended and replaced in its entirety the December 2010 Promissory Note. The Amended and Restated December 2010 Promissory Note is due and payable on May 7, 2011.

On February 2, 2011, Peru I loaned $700,000 to Biofuels de Peru at an annual interest rate of 8.5%, evidenced by a promissory note in the principal amount of $700,000 (the “February 2011 Promissory Note”). The February 2011 Promissory Note is due and payable on August 2, 2011.

The foregoing summary of the December 2010 Promissory Note, the February 2011 Promissory Note and the Amended and Restated December 2010 Promissory Note does not purport to be complete and is qualified in its entirety by reference to the December 2010 Promissory Note, the February 2011 Promissory Note and the Amended and Restated December 2010 Promissory Note attached as Exhibit 28, Exhibit 29, and Exhibit 30 hereto, respectively, and incorporated herein by reference.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following language in the appropriate chronological location within Item 4:

On October 2, 2008, Eric Reehl resigned as a director of the Issuer. On October 28, 2008, pursuant to the provisions of the Amended Stockholders Agreement, Laurence N. Charney was elected as a director of the Issuer as a designee of Peru I and Peru II. At the time of his appointment, Mr. Charney was a Senior Adviser to Asset Management. The resignation and appointment reported in this paragraph were previously reported by the Issuer in an 8-K filing.

Prior to February 16, 2010, the Issuer and Peru I and Peru II agreed that Chris Tewell would no longer be considered a designee of Peru I and Peru II although Mr. Tewell would remain a director of the Issuer. On February 16, 2010, pursuant to the provisions of the Amended Stockholders Agreement, each of Michael S. Johnson and Panagiotis Ninios was elected as a director of the Issuer as a designee of Peru I and Peru II. The appointments reported in this paragraph were previously reported by the Issuer in an 8-K filing.

Effective May 10, 2010, Laurence N. Charney resigned as a director of the Issuer. Effective July 13, 2010, Michael S. Johnson resigned as a director of the Issuer. On September 2, 2010, pursuant to the provisions of the Amended Stockholders Agreement, Ahmad Al-Sati was elected as a new director of the Issuer as a designee of Peru I and Peru II. The resignations and appointment reported in this paragraph were previously reported by the Issuer in an 8-K filing.

The terms of the June 2010 Promissory Note provided that, if the June 2010 Promissory Note was not paid on September 4, 2010, the Issuer was required to grant Peru I warrants to purchase an additional 1,157,894,737 shares of Common Stock of the Issuer. On the maturity date of the June 2010 Promissory Note, the Issuer did not pay the principal amount. Peru I is currently evaluating its options with respect to enforcing its rights and remedies under the June 2010 Promissory Note.

On November 22, 2010, pursuant to the provisions of the Amended Stockholders Agreement, Jay R. Troger was elected as a new director of the Issuer as a designee of Peru I and Peru II. The appointment reported in this paragraph was previously reported by the Issuer in an 8-K filing.

On December 29, 2010, Peru II loaned $162,172 to Biofuels de Peru, evidenced by the December 2010 Promissory Note. On February 7, 2011, Biofuels de Peru executed the Amended and Restated December 2010 Promissory Note in the original principal amount of $293,359.01. The Amended and Restated December 2010 Promissory Note amended and replaced in its entirety the December 2010 Promissory Note.

On February 2, 2011, Peru I loaned $700,000 to Biofuels de Peru, as evidenced by the February 2011 Promissory Note.

The Reporting Persons intend to monitor the Issuer’s business, trading performance, operating results, financial position and prospects and may modify their plans in the future. The Reporting Persons also intend to continuously review their rights and options with respect to the other debt and equity securities of the Issuer in light of all existing circumstances, including without limitation, market conditions, regulatory environment, business factors and other circumstances existing from time to time. The Reporting Persons will take such actions in the future as they may deem appropriate in light of all existing circumstances.

Other than as set forth in this Item 4, the Reporting Persons have no plans or proposals with respect to the Issuer or any securities of the Issuer which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated above.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety 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 21 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, is incorporated by reference to Exhibit 22 of Amendment No. 6 to the Initial Statement, dated March 15, 2009.

23. Fourth Amendment to Securities Purchase Agreement, dated as of March 27, 2009, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 23 of Amendment No. 7 to the Initial Statement, dated March 27, 2009.

24. Stock Purchase Warrant exercisable into 13,333,333 shares of Common Stock, issued to Peru I by the Issuer, dated April 8, 2009, is incorporated by reference to Exhibit 24 of Amendment No. 8 to the Initial Statement, dated April 13, 2009.

25. Fifth Amendment to Securities Purchase Agreement, dated as of July 16, 2009, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 25 of Amendment No. 9 to the Initial Statement, dated July 24, 2009.

26. $4,400,000 Promissory Note issued by the Issuer to Peru I, dated June 4, 2010, is incorporated by reference to Exhibit 26 of Amendment No. 10 to the Initial Statement, dated June 11, 2010.

27. Stock Purchase Warrant exercisable into 173,684,211 shares of Common Stock, issued to Peru I by the Issuer, dated June 4, 2010, is incorporated by reference to Exhibit 27 of Amendment No. 10 to the Initial Statement, dated June 11, 2010.

28. Promissory Note, dated December 29, 2010, in the original principal amount of $162,172 issued to Peru II by Biofuels de Peru.

29. Promissory Note, dated February 2, 2011, in the original principal amount of $700,000.00 issued to Peru I by Biofuels de Peru.

30. Amended and Restated Promissory Note, dated February 7, 2011, in the original principal amount of $293,359.01 issued to Peru II by Biofuels de Peru.


SIGNATURE

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

Dated: February 10, 2011

	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
		General Counsel, Managing Director and Secretary

	PLAINFIELD PERU II LLC

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		General Counsel, Managing Director and Secretary

	PLAINFIELD ASSET MANAGEMENT LLC

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		General Counsel

	MAX HOLMES

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Attorney-in-Fact*

*Duly authorized pursuant to 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-99.28 2 ex_28.htm EXHIBIT 28 Unassociated Document

Exhibit 28

PROMISSORY NOTE

(PAGARÉ)

US$162,172.00

December 29, 2010

FOR VALUE RECEIVED AND ACKNOWLEDGED, the undersigned, PURE BIOFUELS DEL PERU S.A.C., a sociedad anónima cerrada incorporated under the laws Peru, with R.U.C. No. 20513251506 (“Payor”), duly registered under the File No. 11889878 of Public Registry of Companies of Lima, duly represented by Carlos Alberto Pinto Rocha, identified with DNI N° 08249574, empowered according to the powers of attorney registered in File No. 11889878 of the Registry of Companies of Lima, hereby unconditionally promises to pay to the order of PLAINFIELD PERU II LLC, a Delaware limited liability company or its permitted assigns (“Payee”) with an address c/o Plainfield Asset Management LLC, 333 Ludlow St., Stamford, CT 06902, United States of America, solely in lawful money of the United States of America and in immediately available funds, the principal amount of ONE HUNDRED SIXTY TWO THOUSAND ONE HUNDRED AND SEVENTY TWO DOLLARS (US$162,172.00) on January 29, 2011 (the “Maturity Date”).

1. Interest. Interest on this Note will accrue from the date hereof at a rate of 8.5% per annum calculated on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, there are no other costs or expenses associated with the Note. If the principal amount of this Note is not paid in full when due, Payor promises to pay default interest at an additional effective rate of 12.5% per annum in addition to the compensatory interest described above. Interest shall accrue without any court or out-of-court order or any intimation from the date on which default has occurred to the da te of payment thereof in full, plus legal costs, fees, court costs and any extra expenses incurred by the Payee as a consequence of Payor’s default.

2. Payments. All payments hereunder shall be made at the address of Payee set forth herein or at such other place as Payee may, from time to time, designate.

This Note may be prepaid, in whole or in part, at any time by Payor without premium or penalty.

Any payment made by Payor under this Note shall be made free and clear of any charge or tax, without any set - off, retention or deduction of any existing or future tax. In the event that the Payor is required to deduct or withhold any tax in connection with the payment of principal, interest or any other amount paid under this Note, (i) the amount to be paid shall be increased by the amount required so that after making the deductions, the Payee receives an amount equal to such the amount the Payee would be entitled to receive as if there were no legal obligation to make any such deductions, (ii) the Payor shall make all required deductions under applicable law, and (iii) the Payor shall pay promptly to the tax authority or appropriate governmental au thority the total amount of the deduction made, as provided by applicable law.

Any payment made by the Payor in connection with the Note for an amount less than the total amount due and payable at the time such payment is made shall not imply a waiver by the Payee to exercise its right to bring any action against the Payor unless the Payee shall have consented to such waiver in writing.

Payment of the principal amount and interest due under this Note shall be made on the Maturity Date. If the Payor fails to pay any amount under the Note when due, the Payee shall be entitled to accelerate and require payment of the entire principal amount due under this Note, plus accrued compensatory and default interest until payment in full.

3. Events of Default; Acceleration. If any one or more of the following events (each hereinafter referred to as an “Event of Default”) shall have occurred and be continuing and shall not have been cured or waived:

(a) if payment of the principal amount of or any other sums due under this Note (whether at the Maturity Date or by acceleration or otherwise) is not made when due;

(b) if default shall be made in the performance or observance of any covenant, agreement or provision to be performed or observed by Payor under this Note;

(c) if Payor or any of its subsidiaries shall (i) admit in writing its inability to, or generally becomes unable to, pay its debts as they become due; (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, or an answer or other pleading admitting or failing to deny the material allegations of such a petition or seeking, consenting to or acquiescing in the relief therein provided; (iii) make a general assignment for the benefit of its creditors; (iv) consent to the appointment of a receiver, trustee, custodian or other similar official for all or any substantial part of its property or to the filing of a petition against it under said bankruptcy law; (v) be adjudic ated insolvent or bankrupt; (vi) have entered against it a court order appointing a receiver, trustee, custodian or other similar official for all or any substantial part of its property, or approving a filing in good faith of a petition filed against it under said bankruptcy law (in both cases without its consent); (vii) allow the assumption of custody or sequestration by a court of competent jurisdiction of all or any substantially part of its property; or (viii) permit an attachment to be made on any substantial part of its property or assets; or

(d) if any indebtedness (other than this Note) of Payor or any its subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be an Event of Default under this Section 3(d) unless the aggregate principal amount of all such indebtedness is at least $100,000;

then, and in each and every such case, Payee may declare the principal amount to be immediately due and payable and thereupon, if such Event of Default is not remedied or cured within (i) five (5) days with respect to an Event of Default under subsections (a) and (d) above, and (ii) thirty (30) days with respect to an Event of Default under subsection (b) above, in each case after notice thereof to Payor by Payee, such amounts shall become so due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived, and Payee shall be entitled to receive, to the extent lawful, reasonable attorneys’ fees for the collection of such amounts; provided that if an Event of Default under subsection (c) above shall occur with respect to Payor or any of its subsidiaries, this Note shall automatically become immediately due and payable without the giving of any such notice.

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4. Special Provisions. The Proceeds of the Note shall be used exclusively as specifically set forth in the Use of Funds Annex A. The Proceeds of the Note shall be paid to the account set forth in Exhibit A and the wiring of the Proceeds shall occur simultaneously with the execution of this Note.

5. Objections. According with the provisions of Article 52° of the Negotiable Instruments Law, this Note need not be protested for enforcement thereof. However, the Payee shall be entitled to protest this Note for non-payment if it deems is advisable, in its sole discretion. In such event, Payor shall bear the costs of such notarial proceeding or any substitute formality. The protest may be made by notification to the Payor’s domicile.

6. Waivers. No course of dealing between Payor and Payee or any delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of any rights of Payee, except to the extent expressly waived in writing by Payee. No delay or omission by Payee to exercise any right hereunder shall impair any such right or operate as a waiver thereof or of default hereunder nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law or in equity. Payor hereby waives, unless otherwise provided for in this Note, demand, notice of prese ntment, protest, notice of dishonor and protest, rights of extension and any defense by reason of extension of time or other indulgences granted by Payee.

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7. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Note shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimi le. Notice otherwise sent as provided herein shall be deemed given on the next business day following delivery of such notice to a reputable air courier service. Notices shall be delivered as follows:

If to Payor:	Pure Biofuels del Peru S.A.C.
	Av. Canaval y Moreyra 380 of 402
	San Isidro, Lima
	Peru
	Attention:	Carlos Alberto Pinto
	Telephone:	+511-221-7365
	Facsimile:	+511-221-7347

with a copy to:	Pure Biofuels Corp.
	1250 Connecticut Avenue, Suite 200 Washington DC, 20036 Attention: Brian Alperstein
	Telephone:	202-261-3520
	Facsimile:	202-261-3523

if to Payee:	to its most recent address as set forth in the books and records of Payor

with a copy to:	Plainfield Asset Management LLC
	333 Ludlow St. Stamford, CT 06902 United States of America Attention: General Counsel
	Telephone:	203-302-1700
	Facsimile:	203-302-1779

and:	Herrick Feinstein LLP
	2 Park Avenue New York, NY 10016 Attention: Irwin A. Kishner
	Telephone: 212.592.1425
	Facsimile: 212.545.3400

8. Modifications. No modification or waiver of any of the provisions of this Note shall be effective unless in writing and signed by Payee, and then only to the extent set forth in said writing, nor shall any such modification or waiver be applicable except in the specific instance for which it is given.

9. Replacement of Note. Upon receipt by Payor of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and (in the case of loss, theft or destruction) of indemnity satisfactory to it, and upon surrender and cancellation of such Note, if mutilated, Payor will make and deliver in lieu or such Note a new Note of like tenor and unpaid principal amount and dated as of the original date of this Note.

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10. Further Assurances. Payor agrees to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Note.

11. Assignment. This Note shall bind Payor and its successors and assigns, and shall inure to the benefit of Payee and its successors and assigns.

12. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

(a) THIS NOTE AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF PAYOR HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE REPUBLIC OF PERU.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE REPUBLIC OF PERU OR ANY STATE OR FEDERAL COURT WITHIN NEW YORK COUNTY, STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS NOTE, PAYOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. PAYOR 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 RESPECT TO THIS NOTE BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. PAYOR 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 CE RTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SECTION 5, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. PAYOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES 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 THE HOLDER OF THIS NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST PAYOR IN ANY OTHER JURISDICTION.

(c) PAYOR 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 NOTE BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (B) 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.

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(d) PAYOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

13. Miscellaneous. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. The obligations contained in this Note shall not expire until all amounts are fully paid, even when this Note is damaged by the Payee’s fault. This agreement constitutes agreement to the contrary to the provisions of Article 1233° of the Civil Code. This Note constitutes a Pagare under Article 158 of the Peruvian Negotiable Instruments Law (Law 27287).

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, Payor has duly executed this Note on the day and year first above written.

	PURE BIOFUELS DEL PERU S.A.C

	By:
		Name: Carlos Alberto Pinto
		Title: CEO

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M7J398Q;Q-!;MKL\;6:[(S\DGT<="Q51=F/@J*/:S,0JCVF@XN*ZO-PM6DNT= M9MWE_P`;99`"B\CDN(@5\8X>_P!./]D4$Q0<6ZVV/J=;-G3@L(P%CB7YI)78 M)%$O[4CL%'Q-!HX_JY\+$:;-*R;7-;U]C,@(!D(L$6Y;R1J`B]?`7]M!*4"@ MTQX>-'E39:(!D3JB2R=;E8N[L'V#O;^V@W4"@4"@4"@4"@4"@4"@4"@A.2Q\H]IH*=#K^51KK;VD+/J./Z731-%JL*'#61N^4QJ`SM:W<[?,YZ>+&@D M*",Y-M)=9HI])"D32V` M+LH\SD#VNUV-!&[A!L^2:W5'KCX(&US5-[,R,4Q%]W^*&D^V,4%@H%!6Y,?\ M9Y>K2DG7\=LT<73LDV$Z7#M_W$#>7XR7\5%!9*!0*!0*!0*!0*!0*!0*!0*# M3FYV%@X[9.;D1XN.GS33.L:#[68@4%?7FDFR0_RSK)]J+@+FRWP\$W-B1/*I M>0#_`&4;T$1MGY%.ZX69LCE[.?HNBTI.-%&I-O4RLP]V0D:CQ93&6\%4FPH) MOB'"]?QV%Y0$FVF2`,O-"=I*@EA%'W%W$:DD@,S,3U9B>M!8J")Y!IY\V.#+ MP9!!M]>QEP922$:_SP2V\8I@.UO=T8>910;]'N(-MKDRXE:)[M%DXS_/#/&> MV2)Q^LC"WQ\1T-!WT%;W['-Y3H-2JEHH&FVN60;`+C*(H`W[TTX8#]B@LE!K M7'B6>2<+_%E54=KGJJ7*C]'<:#90*#1B846+ZWIEF,\K3.7-_,_L'P%K"@WT M"@4"@4"@4"@4"@4"@4$;LN1ZG7SKBS2F3/=>^/!@5ILAE\+B-`S`$].XV'QH M.*23E^RL,=(='BL3W2SVRLUXF&!B0XHR)6GR/1C6/U)7-WD?M`[F8^) M-!U4"@4%>W$,^GV#\APT+XTBA=YBH"6>*-3VY,:BY,D(Z,`+NG3Q5103N-DX M^5C19.-(LV/.BR0S(0RNCBZLI'B"#05_CA?-Y%R';-?TEFCU>("/\O"4M(P/ MQR)Y%/[M!9*!0*!0*!0*!0*!0*!0*!0*!0*!08'I][6MWV'=;QM[+T&:!0*! M0*!0*!04K)_F3_BOY'^E_#[2]WU7?Z7U7=Y_I+=/'_=]U_VJ"=XA^'?RYA_A M_J?3V?O]>_K^MWMZ_K7_`,SUN_O_`&KT$Q0*!0*!0*!0*!0*!0*!0*!0*!0? "_]D_ ` end EX-99.29 5 ex_29.htm EXHIBIT 29 Unassociated Document

Exhibit 29

PROMISSORY NOTE

(PAGARÉ)

US$700,000.00

February 2, 2011

FOR VALUE RECEIVED AND ACKNOWLEDGED, the undersigned, PURE BIOFUELS DEL PERU S.A.C., a sociedad anónima cerrada incorporated under the laws Peru, with R.U.C. No. 20513251506 (“Payor”), duly registered under the File No. 11889878 of Public Registry of Companies of Lima, duly represented by Carlos Alberto Pinto Rocha, identified with DNI N° 08249574, empowered according to the powers of attorney registered in File No. 11889878 of the Registry of Companies of Lima, hereby unconditionally promises to pay to the order of PLAINFIELD PERU I LLC, a Delaware limited liab ility company or its permitted assigns (“Payee”) with an address c/o Plainfield Asset Management LLC, 333 Ludlow St., Stamford, CT 06902, United States of America, solely in lawful Money of the United States of America and in immediately available funds, the principal amount of SEVEN HUNDRED THOUSAND (US$700,000.00) on August 2, 2011 (the “Maturity Date”).

1. Interest. Interest on this Note will accrue from the date hereof at a rate of 8.5% per annum calculated on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, there are no other costs or expenses associated with the Note. If the principal amount of this Note is not paid in full when due, Payor promises to pay default interest at an additional effective rate of 4% per annum in addition to the compensatory interest described above. Interest shall accrue without any c ourt or out-of-court order or any intimation from the date on which default has occurred to the date of payment thereof in full, plus legal costs, fees, court costs and any extra expenses incurred by the Payee as a consequence of Payor’s default.

2. Payments. All payments hereunder shall be made at the address of Payee set forth herein or at such other place as Payee may, from time to time, designate. This Note may be prepaid, in whole or in part, at any time by Payor without premium or penalty.

Any payment made by Payor under this Note shall be made free and clear of any charge or tax, without any set - off, retention or deduction of any existing or future tax. In the event that the Payor is required to deduct or withhold any tax in connection with the payment of principal, interest or any other amount paid under this Note, (i) the amount to be paid shall be increased by the amount required so that after making the deductions, the Payee receives an amount equal to such the amount the Payee would be entitled to receive as if there were no legal obligation to make any such deductions, (ii) the Payor shall make all required deductions under applicable law, and (iii) the Payor shall pay promptly to the tax authority or appropriate governmental authority the total amount of the deduction made, as provided by applicable law.

(a) if payment of the principal amount of or any other sums due under this Note (whether at the Maturity Date or by acceleration or otherwise) is not made when due or if this Note is not senior in right of payment to all other indebtedness owed by Payee at any time;

(b) if default shall be made in the performance or observance of any covenant, agreement or provision to be performed or observed by Payor under this Note;

(c) if Payor or any of its subsidiaries shall (i) admit in writing its inability to, or generally becomes unable to, pay its debts as they become due; (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, or an answer or other pleading admitting or failing to deny the material allegations of such a petition or seeking, consenting to or acquiescing in the relief therein provided; (iii) make a general assignment for the benefit of its creditors; (iv) consent to the appointment of a receiver, trustee, custodian or other similar official for all or any substantial part of its property or to the filing of a petition agains t it under said bankruptcy law; (v) be adjudicated insolvent or bankrupt; (vi) have entered against it a court order appointing a receiver, trustee, custodian or other similar official for all or any substantial part of its property, or approving a filing in good faith of a petition filed against it under said bankruptcy law (in both cases without its consent); (vii) allow the assumption of custody or sequestration by a court of competent jurisdiction of all or any substantially part of its property; or (viii) permit an attachment to be made on any substantial part of its property or assets; or

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4. Special Provisions. The Proceeds of the Note shall be paid to the account set forth in Exhibit A and the wiring of the Proceeds shall occur simultaneously with the execution of this Note.

6. Waivers. No course of dealing between Payor and Payee or any delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of any rights of Payee, except to the extent expressly waived in writing by Payee. No delay or omission by Payee to exercise any right hereunder shall impair any such right or operate as a waiver thereof or of default hereunder nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law or in equity. Payor hereby waives, unless otherwise provided for in this Note, demand, notice of pr esentment, protest, notice of dishonor and protest, rights of extension and any defense by reason of extension of time or other indulgences granted by Payee.

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7. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”“) required or permitted to be given hereunder or which are given with respect to this Note shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provided herein shall be deemed g iven on the next business day following delivery of such notice to a reputable air courier service. Notices shall be delivered as follows:

If to Payor:	Pure Biofuels del Peru S.A.C.
	Av. Canaval y Moreyra 380 of 402
	San Isidro, Lima
	Peru
	Attention:	Carlos Alberto Pinto
	Telephone:	+511-221-7365
	Facsimile:	+511-221-7347

with a copy to:	Pure Biofuels Corp.
	1250 Connecticut Avenue, Suite 200
	Washington DC, 20036
	Attention: Brian Alperstein
	Telephone:	202-261-3520
	Facsimile:	202-261-3523

if to Payee:	to its most recent address as set forth in the books and records of Payor

with a copy to;	Plainfield Asset Management LLC
	333 Ludlow St. Stamford, CT 06902 United States of America Attention: General Counsel Telephone: 203-302-1700 Facsimile: 203-302-1779

and:	Herrick Feinstein LLP
	2 Park Avenue New York, NY 10016 Attention: Irwin A. Kishner Telephone: 212.592.1425 Facsimile: 212.545.3400

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10. Further Assurances. Payor agrees to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Note.

11. Assignment. This Note shall bind Payor and its successors and assigns, and shall inure to the benefit of Payee and its successors and assigns.

12. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

(a) THIS NOTE AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF PAYOR HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE REPUBLIC OF PERU.

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(d) PAYOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, Payor has duly executed this Note on the day and year first above written.

	PURE BIOFUELS DEL PERU S.A.C.

	By:
		Name: Carlos Alberto Pinto
		Title: CEO

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EX-99.30 6 ex_30.htm EXHIBIT 30 Unassociated Document

Exhibit 30

AMENDED AND RESTATED

PROMISSORY NOTE

(PAGARÉ)

US$293,359.01

February 7, 2011

FOR VALUE RECEIVED AND ACKNOWLEDGED, the undersigned, PURE BIOFUELS DEL PERU S.A.C., a sociedad anónima cerrada incorporated under the laws Peru, with R.U.C. No. 20513251506 (“Payor”), duly registered under the File No. 11889878 of Public Registry of Companies of Lima, duly represented by Carlos Alberto Pinto Rocha, identified with DNI N° 08249574, empowered according to the powers of attorney registered in File No. 11889878 of the Registry of Companies of Lima, hereby unconditionally promises to pay to the order of PLAINFIELD PERU II LLC, a Delaware limited liability company or its permitted assigns (“Payee”) with an address c/o Plainfield Asset Management LLC, 333 Ludlow St., Stamford, CT 06902, United States of America, solely in lawful money of the United States of America and in immediately available funds, the principal amount of TWO HUNDRED NINETY THREE THOUSAND THREE HUNDRED AND FIFTY-NINE DOLLARS (US$293,359.01) on May 7, 2011 (the “Amended and Restated Maturity Date”). This Promissory Note expressly amends and replaces the Promissory Note in the amount of $163,359.01 signed on or around December 29th, 2010 in its entirety (which amount includes principal and accrued interest thereunder). The December 29th Promissory Note is hereby cancelled.

1. Interest. Interest on this Note will accrue from the date hereof at a rate of 8.5% per annum calculated on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, there are no other costs or expenses associated with the Note. If the principal amount of this Note is not paid in full when due, Payor promises to pay default interest at an additional effective rate of 12.5% per annum in addition to the compensatory interest described above. Interest shall accrue without any court or out-of-court order or any intimat ion from the date on which default has occurred to the date of payment thereof in full, plus legal costs, fees, court costs and any extra expenses incurred by the Payee as a consequence of Payor’s default.

2. Payments. All payments hereunder shall be made at the address of Payee set forth herein or at such other place as Payee may, from time to time, designate.

This Note may be prepaid, in whole or in part, at any time by Payor without premium or penalty.

Any payment made by Payor under this Note shall be made free and clear of any charge or tax, without any set - off, retention or deduction of any existing or future tax. In the event that the Payor is required to deduct or withhold any tax in connection with the payment of principal , interest or any other amount paid under this Note, (i) the amount to be paid shall be increased by the amount required so that after making the deductions, the Payee receives an amount equal to such the amount the Payee would be entitled to receive as if there were no legal obligation to make any such deductions, (ii) the Payor shall make all required deductions under applicable law, and (iii) the Payor shall pay promptly to the tax authority or appropriate governmen tal authority the total amount of the deduction made, as provided by applicable law.

Payment of the principal amount and interest due under this Note shall be made on the Amended and Restated Maturity Date. If the Payor fails to pay any amount under the Note when due, the Payee shall be entitled to accelerate and require payment of the entire principal amount due under this Note, plus accrued compensatory and default interest until payment in full.

(a) if payment of the principal amount of or any other sums due under this Note (whether at the Amended and Restated Maturity Date or by acceleration or otherwise) is not made when due;

(b) if default shall be made in the performance or observance of any covenant, agreement or provision to be performed or observed by Payor under this Note;

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6. Waivers. No course of dealing between Payor and Payee or any delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of any rights of Payee, except to the extent expressly waived in writing by Payee. No delay or omission by Payee to exercise any right hereunder shall impair any such right or operate as a waiver thereof or of default hereunder nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law or in equity. Payor hereby waives, unless otherwis e provided for in this Note, demand, notice of presentment, protest, notice of dishonor and protest, rights of extension and any defense by reason of extension of time or other indulgences granted by Payee.

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7. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Note shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provided herein shall be deemed given on the next business day following delivery of such notice to a reputable air courier service. Notices shall be delivered as follows:

If to Payor:	Pure Biofuels del Peru S.A.C.
	Av. Canaval y Moreyra 380 of 402
	San Isidro, Lima
	Peru
	Attention:	Carlos Alberto Pinto
	Telephone:	+511-221-7365
	Facsimile:	+511-221-7347

with a copy to:	Pure Biofuels Corp.
	1250 Connecticut Avenue, Suite 200
	Washington DC, 20036
	Attention: Brian Alperstein
	Telephone:	202-261-3520
	Facsimile:	202-261-3523

if to Payee:	to its most recent address as set forth in the books and records of Payor

with a copy to:	Plainfield Asset Management LLC
	333 Ludlow St. Stamford, CT 06902 United States of America Attention: General Counsel Telephone: 203-302-1700 Facsimile: 203-302-1779

and:	Herrick Feinstein LLP
	2 Park Avenue New York, NY 10016 Attention: Irwin A. Kishner Telephone: 212.592.1425 Facsimile: 212.545.3400

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10. Further Assurances. Payor agrees to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Note.

11. Assignment. This Note shall bind Payor and its successors and assigns, and shall inure to the benefit of Payee and its successors and assigns.

12. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

(a) THIS NOTE AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF PAYOR HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE REPUBLIC OF PERU.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE REPUBLIC OF PERU OR ANY STATE OR FEDERAL COURT WITHIN NEW YORK COUNTY, STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS NOTE, PAYOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. PAYOR 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 RESPECT TO THIS NOTE BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. PAYOR 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 CE RTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SECTION 7, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. PAYOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES 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 THE HOLDER OF THIS NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST PAYOR IN ANY OTHER JURISDICTION.

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(d) PAYOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

14. This Promissory Note expressly amends and replaces the Promissory Note in the amount of $163,359.01 signed on or around December 29th, 2010 in its entirety (which amount includes principal and accrued interest thereunder). The December 29th Promissory Note is hereby cancelled.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, Payor has duly executed this Note on the day and year first above written.

	PURE BIOFUELS DEL PERU S.A.C.

	By:
		Name: Carlos Alberto Pinto
		Title: CEO

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