AMENDMENT TO SHARE PLEDGE AGREEMENT
AMENDMENT (the "Amendment"), dated as of December 18, 1998, to the
Share Pledge Agreement (the "Share Pledge Agreement"), dated as of November 27,
1996, originally by and between Statia Terminals International N.V., a company
incorporated under the laws of the Netherlands Antilles having its corporate
seat in Curacao (the "Original Pledgor"), and Marine Midland Bank, a New York
banking corporation and trust company having its registered office at 000
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, as trustee (the "Pledgee"), and,
as amended by this Amendment, by and among the Original Pledgor the Pledgee and
Statia Terminals Delaware, Inc. ,a company incorporated under the laws of
Delaware having its registered office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxxxxx
("STDI"). All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Share Pledge Agreement.
WITNESSETH:
WHEREAS, all of the outstanding shares of Statia Terminals Corporation
N.V. (the "Company") have been pledged by the Original Pledgor to the Pledgee
pursuant to the Share Pledge Agreement to secure the obligations of the
Original Pledgor under the Notes, the Indenture and certain other documents;
WHEREAS, the Company desires to issue certain voting preferred shares
described on Schedule I attached hereto (the "Preferred Shares") to STDI in
order to obtain certain United States social security benefits for its
employees and the employees of certain of its subsidiaries;
WHEREAS, the creation of the Preferred Shares requires an amendment to
the Articles of Association of the Company, and Section 5.1 of the Share Pledge
Agreement prohibits the Pledged Shares from being voted in favor of any
amendment to the Articles of Association without the prior written approval of
the Pledgee;
WHEREAS, Section 6.2 of the Share Pledge Agreement effectively
prohibits the issuance of any additional shares by the Company except to the
Original Pledgor;
WHEREAS, Section 9.01 of the Indenture permits amendment of the Share
Pledge Agreement without the consent of any holder of the Notes in order to
make any change that does not adversely affect the rights of any holders of
Notes;
WHEREAS, STDI is a Subsidiary Guarantor of the Notes; and
WHEREAS, the preferred shares will, upon issuance, be pledged by STDI
to the Pledgee pursuant to this Amendment, thereby continuing the pledge of all
outstanding shares of the Company under the Share Pledge Agreement;
NOW, THEREFORE, the parties hereto agree as follows for the benefit of
each other party and for the equal and ratable benefit of the holders of the
Notes:
1. Pledgee Approval. Pursuant to Section 5.1 of the Share Pledge
Agreement, the Pledgee hereby approves of the voting by the Original Pledgor of
the Pledged Shares in favor of an amendment to the Articles of Association of
the company to permit the creation and issuance of the Preferred Shares.
2. Amendment. The Share Pledge Agreement is hereby amended as follows:
(a) Section 6.2 of the Share Pledge Agreement is hereby amended by
adding the following words in clause (i) after the phrase "except to Pledgor":
", provided, however, that the Company may issue preferred shares of
the Company to Statia Terminals Delaware, Inc. ("STDI") if such
preferred shares are, upon issuance, pledged to Pledgee under this
Pledge Agreement,"
(b) Upon issuance of the Preferred Shares to STDI, STDI shall be
deemed added as a party to the Share Pledge Agreement, and all references in
the Share Pledge Agreement to "the Pledgor" shall be amended to be references
to "the Pledgors", which term shall mean both the Original Pledgor and STDI,
and any singular verb relating to the Pledgors shall be amended to read the same
in plural.
(c) STDI hereby agrees to pledge all of the Preferred Shares, when
issued, to the Pledgee, and the Pledgee agrees to accept the pledge over such
shares, and STDI agrees to take all necessary action to effect the foregoing.
For such purpose (i) STDI hereby grants a power of attorney to the Company to
sign any documents or agreements and take such other action as may be necessary
to effectuate the pledge over the Preferred Shares and (ii) the Pledgee hereby
grants a power of attorney to the Company to sign such documents as may be
necessary to effectuate the acceptance by the Pledgee of the pledge over the
Preferred Shares.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Netherlands Antilles.
4. Execution in Counterparts. This Amendment may be executed in any
number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute one and the same agreement.
5. Share Pledge Agreement Not Otherwise Amended. The terms and
provisions of the Share Pledge Agreement not amended hereby shall continue to
remain in full force and effect.
6. References. From and after the date hereof, all references in the
Share Pledge Agreement shall be deemed to be references to the Share Pledge
Agreement as amended hereby.
7. The Pledgee. The Pledgee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Amendment
or for or in respect of the recitals contained herein, all of which recitals
are made solely by the Pledgors.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of this 18th day of December, 1998.
STATIA TERMINALS INTERNATIONAL N.V.
By /s/ Xxxxxx X. Xxxxxx
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Title: Managing Director
By /s/ Xxxxx X. Xxxxxxx
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Title: Managing Director
MARINE MIDLAND BANK, in its capacity
as trustee, as pledgee
By /s/ Xxxxx X. Xxxxxx
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Title: Vice President
STATIA TERMINALS DELAWARE, INC.
By /s/ Xxxxx X. Xxxxxxx
------------------------------
Title: President
SCHEDULE 1 TO AMENDMENT
Shares to be Pledged
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Issuer Description Share Nos./ Par Value No. of Shares Percentage of
of Shares Certificate Nos. all Capital of
Issuer
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Statia Preferred ______________ US$1.00 670 10%
Terminals
Corporation
N.V.
