Unassociated Document


    
      


      


      December
4, 2008

      


      Pure
Biofuels Corp.

      701
Brazos Street, Suite 1050

      Austin,
TX 78707

      


      Ladies
and Gentlemen:

      


      Reference
is made to the bridge loans made on December 4, 2008 to Pure Biofuels Corp. (the
“Borrower”) by Plainfield Peru I LLC (“Plainfield”) in the principal amount of
$500,000 and by FDS Corporation S.A (“FDS”) in the principal amount of
$1,000,000 (collectively, the “Bridge Loans”), which Bridge Loans are evidenced
by promissory notes dated December 4, 2008 (collectively, the
“Notes”).

       

      In
connection with the making of the Bridge Loans, and for good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

       

      1.
Trimarine Corporation S.A. (“Trimarine”) shall provide to the Borrower and/or or
one or more of its existing majority-owned subsidiaries1, during
the period commencing on the date of the issuance of the Convertible Notes (as
defined below) and ending on the date two years subsequent to the date of such
issuance, access to and the ability to utilize, on terms and conditions
satisfactory to Plainfield in its sole reasonable discretion, Trimarine’s
existing $40,000,000 working capital feedstock facility in an amount of not less
than $40,000,000 for the funding of the Borrower’s and/or one or more of its
existing majority-owned subsidiaries’ (listed in footnote 1) feedstock purchases
in the ordinary course of business, pursuant to documentation related thereto
that is satisfactory in form and substance to Plainfield in its sole reasonable
discretion (the “Trimarine Facility”).

       

      2. The
Borrower shall (a) provide documentation in form and substance satisfactory to
Plainfield and Trimarine in their reasonable discretion to the extent Borrower
enters into an agreement with Banco Internacional del Peru – Interbank
(“Interbank Peru”) pursuant to which Interbank Peru will provide term loan
financing for the Borrower and/or one or more of its existing majority-owned
subsidiaries (listed in footnote 1), as borrower(s), in a principal amount of
not less than $40,330,000 (the “Interbank Peru Financing”); (b) use its
commercially reasonable efforts to refinance the Trimarine Facility by December
31, 2009 with a working capital facility obtained in the bank market (the
“Refinancing”) or, if after using commercially reasonable efforts the Borrower
is unable to consummate the Refinancing by such date, issue to Trimarine duly
authorized and validly issued seven-year warrants to purchase one share of
common stock par value $0.001 per share of the Borrower (the “Common Stock”) for
every $1.00 of principal amount outstanding under the Trimarine Facility at
December 31, 2009, at a strike price equal to 120% of the volume weighted
average price of the Common Stock for the sixty (60) trading days immediately
preceding December 31, 2009; provided, however, that the strike price shall not
be less than $0.20 per share of Common Stock and not greater than $0.40 per
share of Common Stock; and (c) cooperate fully with Plainfield and FDS in order
to promptly and fully carry out the terms and provisions of this letter
agreement and to execute and deliver such other agreements, documents or
instruments and take such other actions as may be reasonably necessary or
desirable to effectuate the terms of the Notes and the terms and conditions
contained in the letter agreement and the term sheet attached hereto as Annex
A.

       

      __________________________

      
        1 The
existing majority-owned subsidiaries of the Borrower are as follows: Pure Biofuels del Peru S.A.C., Palma
Industrial S.A.C., Ecopalma S.A.C.,  Aceite Pucallpa S.A.C.,
Palmas Tropicales S.A.C. Palmas De Oriente S.A.C. and Pucapalma
S.A.C.

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.
Plainfield shall (a) purchase $22,500,000 in aggregate principal amount of
convertible notes (the “Convertible Notes”) from the Borrower on terms and
conditions identical to the existing convertible notes of the Borrower held by
Plainfield except for the additional terms contained in the term sheet attached
hereto as Annex A and (b) release its liens securing the Loans (as defined in
the Loan Agreement, dated as of September 12, 2007, as amended by amendments
dated as of March 26, 2008 and November 4, 2008, among the Borrower, Pure
Biofuels Del Peru S.A.C., Palma Industrial S.A.C., the other Credit Parties (as
defined therein) and Plainfield Special Situations Master Fund Limited (as
amended, the “Loan Agreement”)), in each case subject to and at such time as of
each of the following conditions precedent is satisfied:

       

      (a) the
Interbank Peru Facility shall be in full force and effect, pursuant to documents
that are satisfactory in form and substance to Plainfield in its sole reasonable
discretion;

       

      (b) all
of the Loans under the Loan Agreement shall have been repaid in
full;

       

      (c)
either (i) the Bridge Loans shall have been repaid in full substantially
simultaneously out of a portion of the proceeds from the purchase of the
Convertible Notes or (ii) additional warrants shall be issued to Plainfield and
FDS pursuant to the terms of the Notes and the Bridge Loans shall be converted,
at the option of the respective payee, into either (A) a note evidencing a
three-month term loan, or (B) the common stock of the Borrower, both option (A)
and (B) pursuant to the terms of the Notes;

       

      (d) the
Borrower and/or one or more of its existing majority-owned subsidiaries (listed
in footnote 1) shall have access to the Trimarine Facility (as described in
paragraph 1 above) and the ability to utilize it, on terms and conditions
satisfactory to Plainfield in its sole reasonable discretion, for the funding of
the Borrower’s and/or one or more of its majority-owned subsidiaries’ (listed in
footnote 1) feedstock purchases in the ordinary course of business, pursuant to
documents that are satisfactory in form and substance to Plainfield in its sole
reasonable discretion;

       

      
        
           

        

        
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      (e) the
Convertible Notes shall have been executed and delivered and be in full force
and effect, pursuant to documents that are satisfactory in form and substance to
Plainfield in its sole reasonable discretion; and

       

      (f)
Plainfield shall have received evidence satisfactory to it in its sole
reasonable discretion that no potential or actual events of default exist under
the Trimarine Facility, the Interbank Peru Facility, the Refinancing or the
Convertible Notes.

       

      4. No
failure or delay on the part of any party hereto in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy
hereunder.

       

      5. 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 letter agreement 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 the Borrower:

                              	
                                Pure
      Biofuels Corp.

                              
	 
      	
                                Av.
      Canaval y Moreyra 380 of 402

                              
	 
      	
                                San
      Isidro, Lima

                              
	 
      	
                                Peru

                              	 
      
	 
      	
                                Attention:

                              	
                                Luis
      Goyzueta

                              
	 
      	
                                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

                              


                      

                    

                  

                

              

            

          

        

      

      


      
        
           

        

        
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                                                                              And
      to:

                                                                            	
                                                                              DLA
      Piper LLP (US)

                                                                            
	 
      	
                                                                              1251
      Avenue of the Americas

                                                                            
	 
      	
                                                                              New
      York, NY 10020-1104

                                                                            
	 
      	
                                                                              Attn:

                                                                            	
                                                                              Daniel
      I. Goldberg, Esq.

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              212-335-4966

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              212-884-8466

                                                                            
	 	 	 
	
                                                                              if
      to Plainfield:

                                                                            	
                                                                              Plainfield
      Peru I LLC

                                                                            
	 
      	
                                                                              c/o
      Plainfield Asset Management LLC

                                                                            
	 
      	
                                                                              55
      Railroad Avenue

                                                                            
	 
      	
                                                                              Greenwich,
      CT 06830

                                                                            
	 
      	
                                                                              Attention:

                                                                            	
                                                                              General
      Counsel

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              203-302-1700

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              203-302-1779

                                                                            
	 	 	 
	
                                                                              with
      a copy to:

                                                                            	
                                                                              White
      & Case LLP

                                                                            
	 
      	
                                                                              1155
      Avenue of the Americas

                                                                            
	 
      	
                                                                              New
      York, New York  10036

                                                                            
	 
      	
                                                                              Attn:

                                                                            	
                                                                              Thomas
      P. Higgins, Esq.

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              212-819-8813

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              212-354-8113

                                                                            
	 	 	 
	
                                                                              if
      to FDS:

                                                                            	
                                                                              FDS
      Corporation S.A.

                                                                            
	 
      	
                                                                              Via
      España 122 piso 14,

                                                                            
	 
      	
                                                                              Edificio
      Banco de Boston,

                                                                            
	 
      	
                                                                              Ciudad
      de Panamá,

                                                                            
	 
      	
                                                                              Republica
      de Panamá

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              786-866-8858

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              240-536-6079

                                                                            
	 	 	 
	
                                                                              with
      a copy to:

                                                                            	
                                                                              Estudio
      Muñiz

                                                                            
	 
      	
                                                                              Att:
      Jorge Zuñiga

                                                                            
	 
      	
                                                                              Las
      Begonias 475, 6o Piso, Lima 27, Perú

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              51-1-611-7000
      ext. 6137

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              51-1-611-7010
      or  51-1-611-7020

                                                                            
	 	 	 
	
                                                                              if
      to Trimarine:

                                                                            	
                                                                              Trimarine
      Corporation S.A.

                                                                            
	 
      	
                                                                              Calle
      Bolivar 472 of 304 Miraflores, Lima Peru

                                                                            
	 
      	
                                                                              Apartado
      0823-05658 Panamá

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              511-445-4847

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              511-241-1751

                                                                            
	 	 	 
	
                                                                              with
      a copy to:

                                                                            	
                                                                              Estudio
      Muñiz

                                                                            
	 
      	
                                                                              Att:
      Jorge Zuñiga

                                                                            
	 
      	
                                                                              Las
      Begonias 475, 6o Piso, Lima 27, Perú

                                                                            
	 
      	
                                                                              Telephone:

                                                                            	
                                                                              51-1-611-7000
      ext. 6137

                                                                            
	 
      	
                                                                              Facsimile:

                                                                            	
                                                                              51-1-611-7010
      or  51-1-611-7020

                                                                            


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
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      6. No
person, other than the parties hereto, shall have any rights under this letter
agreement.

       

      7. This
letter agreement may be executed in one or more counterparts each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

       

      8. No
amendment, supplement, modification, waiver or termination of this letter
agreement shall be effective against a party against whom the enforcement of
such amendment, supplement, modification, waiver or termination is asserted,
unless such amendment, supplement, modification, waiver or termination was made
in a writing signed by such party.

       

      9. In
case any one or more of the provisions contained in this letter agreement, or
any application thereof, shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein, and any other application thereof, shall not in any way be
affected or impaired thereby.

       

      10. This
letter agreement shall be construed in accordance with and governed by the laws
of the State of Nevada.

       

      11. EACH
OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS LETTER AGREEMENT.

       

      12.
Subject to the terms and conditions of Section 3 hereof, the definitive
agreements providing for the Trimarine Facility, the issuance of the Convertible
Notes and the transactions contemplated by this letter agreement shall contain
such representations, warranties, covenants, agreements, indemnities, conditions
and undertakings as are customary for transactions of this nature.

       

      [Signatures
on next page]

       

      
        
           

        

        
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      IN
WITNESS WHEREOF, each of the parties has duly executed and delivered this letter
agreement on the date first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                Sincerely
      yours,

                                              
	 
      	 
      	 
      
	 
      	
                                                FDS
      CORPORATION S.A.

                                              
	 	 
	 
      	 
      	 
      
	 
      	
                                                By:

                                              	
                                                             
      

                                              
	 
      	
                                                Name:

                                              	 
      
	 
      	
                                                Title:

                                              	 
      
	 
      	 
      	 
      
	 
      	
                                                TRIMARINE
      CORPORATION S.A.

                                              
	 	 
	 
      	 
      	 
      
	 
      	By:	          
    
	 
      	
                                                Name:

                                              	 
      
	 
      	
                                                Title:

                                              	 
      
	 
      	 
      	 
      
	 
      	
                                                PURE
      BIOFUELS CORP.

                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                                By:

                                              	
                                                          
      

                                              
	 
      	
                                                Name:

                                              	 
      
	 
      	
                                                Title:

                                              	 
      
	 
      	 
      	 
      
	 
      	
                                                PLAINFIELD
      PERU I LLC

                                              
	 	 
	 
      	 
      	 
      
	 
      	
                                                By:

                                              	
                                                          
      

                                              
	 
      	
                                                Name:

                                              	 
      
	 
      	
                                                Title:

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
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      Annex
A

      


      Convertible
Notes Term Sheet

      


      


      Capitalized
terms used but not defined in this Annex A shall have the meanings ascribed to
such terms elsewhere in the letter agreement.

       

      
        
          
            
              	
                      Permitted
      Prepayment:

                    	
                      The
      Borrower may prepay the Convertible Notes without
  penalty.

                    
	 	 
	
                      Conversion:

                    	
                      The
      Convertible Notes shall be convertible at the option of Plainfield into
      shares of Common Stock at any time on or after January 1,
      2010.

                    
	 	 
	
                      Additional
      Warrants:

                    	
                      In
      the event the Convertible Notes are not repaid prior to December 31, 2009,
      the Borrower shall issue to Plainfield on December 31, 2009, duly
      authorized and validly issued seven-year warrants to purchase one share of
      Common Stock for every $1.00 principal amount of Convertible Notes
      outstanding, at a strike price equal to 120% of the volume weighted
      average price of the Common Stock for the sixty (60) trading days
      immediately preceding December 31, 2009; provided, however, that the
      strike price shall not be less than $0.20 per share of Common Stock and
      not greater than $0.40 per share of Common
  Stock.

                    


            

          

        

      

       

      
        
           

        

        
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