EXHIBIT 4.3
GUARANTEE
GUARANTEE (this "Guarantee"), dated as of June 28, 1999 made
by Statia Terminals Antilles N.V. 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 herein and not otherwise defined herein shall
have the meaning assigned thereto in the Indenture.
Statia Terminals Antilles N.V. (hereinafter referred to as
"Statia Antilles", which term includes any successor Person under the Indenture)
hereby unconditionally guarantees on a senior basis (such guarantee by Statia
Antilles being referred to herein as the "Guarantee") (i) the due and punctual
payment of the principal amount of, 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 will 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 Antilles, including but not limited to
Parent and its stockholders, shall have any liability for any obligations of
Statia Antilles under this Guarantee or for any claim based on, in respect of or
by the reason of such obligations or the creation.
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 ANTILLES N.V.
By: /S/ XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: /S/ XXXX X. XXXX
-----------------------------
Name: Xxxx X. Xxxx
Title:Secretary
-2-
