Unassociated Document

-----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, HbjpM7203ZHtE1jwzMAFFQ/qqdetEm5+RT1vWBejtgeHbRV/CNytAcxXjnkXTBFT xOsI/ib3Ed545V9ci6Z/0w== 0001019056-11-000284.txt : 20110301 0001019056-11-000284.hdr.sgml : 20110301 20110301165654 ACCESSION NUMBER: 0001019056-11-000284 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110301 DATE AS OF CHANGE: 20110301 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: 11652582 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_13da12.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

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 25, 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

&# 160; o

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. 12 (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, Amendment No. 10 filed on June 11, 2010 and Amendment No. 11 filed on February 10, 2011 (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 4. Purpose of Transaction

Item 4 is hereby amended by adding the following paragraph as a new paragraph prior to the penultimate paragraph of Item 4:

On February 25, 2011, Peru I loaned $498,830.00 to Biofuels de Peru at an annual interest rate of 8.5%, evidenced by a Promissory Note in the original principal amount of $498,830.00 (the “February 25, 2011 Promissory Note”). The February 25, 2011 Promissory Note is due and payable on August 25, 2011.

The foregoing summary of the February 25, 2011 Promissory Note does not purport to be complete and is qualified in its entirety by reference to the February 25, 2011 Promissory Note attached hereto as Exhibit 31 and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended by adding the following at the end thereof:

31. Promissory Note, dated February 25, 2011, in the original principal amount of $498,830.00 issued to Peru I 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: March 1, 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-31 2 ex_31.htm Unassociated Document

Exhibit 31

PROMISSORY NOTE

(PAGARÉ)

US$ $ 498,830.00

February 25, 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 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 FOUR HUNDRED NINETY EIGHT THOUSAND EIGHT HUNDRED THIRTY_DOLLARS (US$498,830.00) on August 25, 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 i nterest 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 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 government al authority 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 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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(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.

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 equ ity. Payor hereby waives, unless otherwise 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.

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:

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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 CERTIFIED 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.

(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

- 7 -

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