EXHIBIT 4.2
AMENDMENT TO SHARE PLEDGE AGREEMENT
AMENDMENT (this "Amendment"), dated as of June 28, 1999, to
the Share Pledge Agreement (as amended to date, 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 HSBC
Bank USA (formerly known as Marine Midland Bank), a New York banking corporation
and trust company having its registered office at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, as Trustee (the "Pledgee"), as amended by that certain
Amendment to Share Pledge Agreement (the "STDI Amendment"), dated as of December
18, 1998, 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("STDI") and, as
amended by this Amendment, by and among the Original Pledgor, the Pledgee, STDI
and Statia Terminals, Inc., a company incorporated under the laws of Delaware
having its registered office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
("STI"). All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Share Pledge Agreement.
W I T N E S S E T H :
WHEREAS, all of the outstanding common 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 has issued certain non-voting preferred
shares described on Schedule I attached hereto (the "Preferred Shares") to STI
in order to obtain certain United States social security benefits for the
employees of certain of its subsidiaries and the Pledgee has consented to the
issuance of such Pledged Shares;
WHEREAS, STDI holds certain non-voting preferred shares of the
Company (the "STDI Shares");
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, pursuant to that certain Fourth Amendment to
Indenture and Consent Under Securities Pledge Agreements, dated as of April 26,
1999, among the Original Pledgor,
Statia Terminals Canada, Incorporated, the Subsidiary Guarantors named therein
and the Pledgee, the Trustee, as Pledgee under the Securities Pledge Agreements,
has consented to the transactions contemplated herein;
WHEREAS, STI and STDI are Subsidiary Guarantors of the Notes;
and
WHEREAS, the Preferred Shares and STDI Shares are to be
pledged by STI and STDI, respectively, 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. AMENDMENT. The Share Pledge Agreement is hereby amended as
follows:
(a) Section 6.2 of the Share Pledge Agreement is hereby
amended as of April 27, 1999 by adding the following words in clause (i) after
the phrase "this Pledge Agreement":
"and, provided, further, that the Company may issue non-voting
preferred shares of the Company to Statia Terminals, Inc.
("STI") and issue non-voting preferred shares to STDI in
exchange for the voting preferred shares of the Company held
by STDI if such preferred shares are, upon issuance, pledged
to Pledgee under this Pledge Agreement,"
(b) As of the date of issuance of the Preferred Shares to STI,
STI shall be deemed added as a party to the Share Pledge Agreement, and all
references in the Share Pledge Agreement to "the Pledgors" shall mean all of the
Original Pledgor, STDI and STI.
(c) Each of STI and STDI hereby agrees to pledge all of the
newly issued Preferred Shares and STDI Shares, respectively, when issued, to the
Pledgee, and the Pledgee agrees to accept the pledge over such shares, and each
of STI and STDI agrees to take all necessary action to effect the foregoing. For
such purpose (i) each of STI and 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 newly issued Preferred Shares and
STDI Shares, respectively, 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 newly issued Preferred
Shares and STDI Shares.
2. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the Netherlands Antilles.
3. 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.
4. 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.
5. 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.
6. 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 28th day of June, 1999.
STATIA TERMINALS INTERNATIONAL N.V.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Secretary
HSBC BANK USA, in its capacity as
Trustee, as Pledgee
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
STATIA TERMINALS DELAWARE, INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
STATIA TERMINALS, INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
SCHEDULE I TO AMENDMENT
Shares to be Pledged
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Issuer Description Share Nos./ Par Value No. of Shares Percentage of all
of Shares Certificate Nos. Issued Capital of
Issuer
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PLEDGED BY STATIA TERMINALS DELAWARE, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ - ▇▇▇▇ US$ 1 670 0.003%
Corporation N.V.
PLEDGED BY STATIA TERMINALS INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ US$ 1 670 0.003%
Corporation N.V.
PLEDGED BY STATIA TERMINALS INTERNATIONAL N.V.
Statia Terminals Common 1 - 24,439,999 US$ 1 24,439,999 99.994%
Corporation N.V.