PROMISSORY
NOTE
FOR VALUE RECEIVED AND ACKNOWLEDGED, the
undersigned, PURE BIOFUELS CORP., a corporation incorporated under
the laws of the state of Nevada (“ Payor ”),
hereby unconditionally promises to pay to the order of FDS
Corporation S.A (“FDS”), a Panama corporation or its
permitted assigns (“ Payee ”) with an address at
Via España 122 piso 14, Edificio Banco de Boston, Ciudad de
Panamá, Republica de Panamá, in lawful money of the
United States of America and in immediately available funds, the
principal amount of ONE MILLION DOLLARS
($1,000,000.00). Payor shall pay the principal amount to
Payee in one (1) installment of $1,000,000.00 on the earlier of (a)
January 15, 2009 and (b) the date Payor enters into an agreement
with Banco Internacional del Perú - Interbank
(“Interbank Peru”) pursuant to which Interbank Peru
will provide term loan financing for Payor and/or one or more of
its existing majority-owned subsidiaries (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.), as borrower(s), in a principal amount of not
less than $40,330,000 (January 15, 2009 or such earlier date, the
“ Maturity Date ”).
1. 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.
2. 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
(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 2(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.
(a) Warrants
Issued Upon Issuance of this Note. In partial
consideration for Payee purchasing this Note from Payor, Payor
hereby agrees to issue to Payee on the date hereof duly authorized
and validly issued seven-year warrants to purchase 6,666,666 shares
of the common stock, par value $.001 per share, of Payor (the
“Common Stock”) a
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