EXHIBIT 4-1
AMENDMENT TO INDENTURE
AMENDMENT (the "Amendment"), dated as of August 14, 1997, to the
Indenture (the "Indenture"), dated as of November 27, 1996, among Statia
Terminals International N.V., a Netherlands Antilles corporation ("Statia"),
Statia Terminals Canada, Incorporated, a corporation organized under the laws of
Nova Scotia ("Statia Canada; and together with Statia, the "Issuers") the
Subsidiary Guarantors named therein (the "Subsidiary Guarantors") and Marine
Midland Bank (the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Indenture.
W I T N E S S E T H:
WHEREAS Section 4.07(b) of the Indenture as currently drafted, is
ambiguous as to whether the Issuers shall maintain interruption of business
insurance;
WHEREAS, (i) the Issuers believe that Section 4.07(b) was not intended
to require interruption of business insurance unless such insurance is
customarily carried by similar businesses of similar size, (ii) the Issuers
believe that business interruption insurance is not customarily carried by
companies of similar size to the Issuers in the independent terminaling industry
and (iii) statements in both the Final Offering Memorandum, dated November 22,
1996, and the Prospectus, dated February 19, 1997, of the Issuers, respectively,
indicate that such insurance is not customary and that the Issuers and their
respective subsidiaries do not carry, and do not plan to carry, business
interruption insurance; and
WHEREAS, the parties desire to amend the Indenture pursuant to Section
9.01 of the Indenture to cure this ambiguity.
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
Securities:
1. AMENDMENT. (a) Section 4.07(b) of the Indenture shall be deleted in
its entirety and the following clause shall be inserted in its place as the new
Section 4.07(b):
(b) The Issuers shall maintain, and shall cause their
Restricted Subsidiaries to maintain, subject to the provisions of the
applicable Security Documents, insurance with responsible carriers
against such risks and in such amounts, and with such deductibles,
retentions, self-insured amounts and co-insurance provisions, as are
customarily carried by similar businesses of similar size, including
(if so customarily carried) , but not limited to, property and casualty
loss, workers' compensation insurance and interruption of business
insurance.
2. TIA CONTROLS. If any provision of this Amendment limits or conflicts
with another provision which is required to be included in this Amendment by the
TIA, the required provision shall control.
3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
4. COUNTERPARTS. This Amendment may be executed and agreed in any
number of counterparts and by the parties hereto on separate counterparts, each
of which counterparts when executed and
delivered shall be an original, but all of which shall together constitute one
and the same agreement. A complete set of counterparts shall be lodged with the
signatories hereto.
5. INDENTURE NOT OTHERWISE AMENDED. The terms and provisions of the
Indenture not amended hereby shall continue to remain in full force and effect.
6. REFERENCES. From and after the date hereof, all references in the
Indenture shall be deemed to be references to the Indenture as amended hereby.
7. THE TRUSTEE. The Trustee 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 Issuers and the Subsidiary Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of this 14th day of August, 1997.
STATIA TERMINALS INTERNATIONAL N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA TERMINALS CANADA,
INCORPORATED
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
MARINE MIDLAND BANK,
As Trustee
By: /s/ XXXXX XXXXXX
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
STATIA TERMINALS CORPORATION N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA TERMINALS DELAWARE, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA TERMINALS, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA TERMINALS N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA DELAWARE HOLDCO II, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SABA TRUST COMPANY N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
BICEN DEVELOPMENT CORPORATION N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA TERMINALS SOUTHWEST, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
W.P. COMPANY, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SEVEN SEAS STEAMSHIP COMPANY, INC.
By: /s/ XXXXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
STATIA TUGS N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
SEVEN SEAS STEAMSHIP COMPANY
(SINT EUSTATIUS) N.V.
By: /s/ XXXXXX X. XXXXX, XX.
-------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Assistant Secretary and
Treasurer
POINT XXXXXX MARINE SERVICES LIMITED
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
STATIA LABORATORY SERVICES, N.V.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
