Exhibit 4.28
GUARANTEE
GUARANTEE (this "GUARANTEE"), dated as of September 30, 2001 made by Statia
Terminals Canada Holdings, Inc. ("STATIA CANADA HOLDINGS", which term includes
any successor Person under the Indenture) is delivered pursuant to Section 4.21
of that certain Indenture (as amended to date, the "INDENTURE") dated as of
November 27, 1996 among Statia Terminals International N.V., Statia Terminals
Canada, Incorporated, as Issuers, Statia Terminals Corporation N.V., Statia
Terminals Delaware, Inc., Statia Terminals, Inc., Statia Terminals N.V., Statia
Delaware Holdco II, Inc., Saba Trustcompany N.V., Bicen Development Corporation
N.V., Statia Terminals Southwest, Inc., W.P. Company, Inc., Seven Seas Steamship
Company, Inc., Seven Seas Steamship Company (Sint Eustatius) N.V., Point Xxxxxx
Marine Services Limited, Statia Laboratory Services N.V., Statia Tugs N.V., as
Subsidiary Guarantors and HSBC Bank USA (formerly known as Marine Midland Bank),
as Trustee. Capitalized terms used but not defined herein have the respective
meaning assigned thereto in the Indenture.
Statia Canada Holdings hereby unconditionally guarantees (the
"GUARANTEE") on a senior basis (i) the due and punctual payment of the principal
amount of and premium and interest on, the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal amount and interest, if any, on the Securities, to the extent
lawful, and the due and punctual performance of all other obligations of the
Issuers to the Holders or the Trustee all in accordance with the terms set forth
in Article Ten of the Indenture and (ii) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, that the
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.
No director, officer, employee, direct or indirect stockholder or
incorporator, as such, of Statia Canada Holdings, including but not limited to
Parent and its stockholders, shall have any liability for any obligations of
Statia Canada Holdings under this Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or the creation thereof.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS THEREOF.
STATIA TERMINALS CANADA HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Director
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
