NOTE
NOTE
$20,000,000.00
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September
12, 2007
New
York, New York
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FOR
VALUE
RECEIVED, Pure Biofuels Del Peru S.A.C., a Peruvian corporation (the
“Borrower”),
hereby promises to pay to Plainfield Special Situations Master Fund Limited
or
its registered assigns (the “Lender”),
in
lawful money of the United States of America in immediately available funds,
at
the Payment Office (as defined in the Agreement referred to below) initially
located at 00
Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attention: General Counsel,
on the
Final Maturity Date (as defined in the Agreement) the principal sum of Twenty
Million and No/100ths Dollars ($20,000,000.00) or, if less, the unpaid principal
amount of all Loans (as defined in the Agreement) made by the Lender pursuant
to
the Agreement, payable at such times and in such amounts as are specified in
the
Agreement.
The
Borrower also promises to pay interest on the unpaid principal amount of each
Loan made by the Lender in like money at said office from the date hereof until
paid at the rates and at the times provided in Section 2.08 of the
Agreement.
This
Note
is one of the Notes referred to in the Loan Agreement, dated as of September
12,
2007, among Pure Biofuels Corp., as Guarantor, Pure Biofuels Del Peru S.A.C.
and
Palma Industrial S.A.C. collectively (the “Borrowers”),
the
lenders from time to time party thereto (including the Lender), and Plainfield
Special Situations Master Fund Limited, as Administrative Agent (as amended,
restated, modified and/or supplemented from time to time, the “Agreement”)
and is
entitled to the benefits thereof and of the other Loan Documents (as defined
in
the Agreement). Each Borrower under the Agreement has executed and delivered
to
the Lender a Note in the principal sum of Twenty Million and No/100ths Dollars
($20,000,000.00), however, the aggregate liability of all Borrowers (as defined
in the Agreement) under the Notes (as defined in the Agreement) shall not exceed
the principal sum of Twenty Million and No/100ths Dollars ($20,000,000.00).
This
Note is secured by the Security Documents (as defined in the Agreement) and
is
entitled to the benefits of the Guaranties (as defined in the Agreement). As
provided in the Agreement, this Note is subject to voluntary prepayment and
mandatory repayment prior to the Final Maturity Date, in whole or in part,
and
Loans may be converted from one Type (as defined in the Agreement) into another
Type to the extent provided in the Agreement.
In
case
an Event of Default (as defined in the Agreement) shall occur and be continuing,
the principal of and accrued interest on this Note may be declared to be due
and
payable in the manner and with the effect provided in the
Agreement.
The
Borrower hereby waives presentment, demand, protest or notice of any kind in
connection with this Note.
THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
PURE BIOFUELS DEL PERU S.A.C. | ||
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By: | /s/ Xxxx Xxxxxxxx | |
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
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