|
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
10%/12% SENIOR CONVERTIBLE PIK ELECTION NOTE
|
$5,000,000
|
New
York, New York
|
| |
March
26, 2008
|
FOR
VALUE RECEIVED, PURE BIOFUELS CORP., a corporation
incorporated under the laws of the state of Nevada (the
“
Company ”),
hereby promises to pay to Plainfield Peru I LLC or its registered
assigns (the “
Holder ”),
in lawful money of the United States of America in immediately
available funds, at the office of the Holder located at Plainfield
Peru I LLC, c/o Plainfield Asset Management LLC, 55 Railroad
Avenue, Greenwich, CT 06830 on September 12, 2012 the principal sum
of FIVE MILLION DOLLARS ($5,000,000).
The
Company promises to pay to the Holder interest on the
principal amount of this Note at a rate per annum set forth
below from the date of issuance until maturity. The Company
will pay interest on this Note semi-annually in arrears on
March 15 and September 15 of each year, commencing on
September 15, 2008, or if any such day is not a Business Day,
on the next succeeding Business Day (each, an “
Interest Payment Date ”).
Interest on this Note will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from
and including March 26, 2008. The Company will pay interest
(including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, and
interest on overdue installments of interest, to the extent lawful,
from time to time on demand at a rate per annum that is 2% in
excess of the rate otherwise payable. If an Event of Default has
occurred and is continuing, interest on this Note shall accrue at a
rate per annum that is 2% in excess of the rate otherwise
applicable. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.
The
Company may, at its option, elect to pay interest on this Note
(i) entirely in cash (“
Cash Interest ”)
or (ii) entirely by issuing additional Notes (“
PIK Interest ”)
. The first payment of interest on this Note shall be in PIK
Interest. Thereafter, the Company must elect the form of interest
payment with respect to each interest period by delivering a notice
to the Holder prior to the beginning of each interest period. In
the absence of such an election for any interest period, interest
on this Note will be payable in the form of the interest payment
for the prior interest period.
Cash
Interest on this Note will accrue at the rate of 10% per
annum. PIK Interest on this Note will accrue at the rate of
12% per annum and be payable by issuing additional Notes
(“
PIK Notes ”)
in an aggregate principal amount equal to the amount of PIK
Interest for the applicable interest period (rounded up to the
nearest whole dollar) and the Company will issue and deliver such
PIK
|
