Exhibit 4.26
SECURITIES PLEDGE AGREEMENT
SECURITIES PLEDGE AGREEMENT (this "PLEDGE AGREEMENT"), dated
as of September 30, 2001, by and among Point Tupper Marine Services, Limited
("PTMS") and Statia Terminals Canada Holdings, Inc. ("STCHI", and collectively
with PTMS, the "PLEDGORS") and HSBC Bank USA (formerly known as Marine Midland
Bank), a New York banking corporation and trust company having its registered
office at 140 Broadway, 12th Floor, New York, NY 10005-1180, as Trustee (in such
capacity and together with any successors and assigns in such capacity,
"PLEDGEE") pursuant to the Indenture (as hereinafter defined) and the Additional
Lender Intercreditor Agreement as defined in the Indenture, if any.
W I T N E S S E T H :
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WHEREAS, Statia Terminals International N.V. ("STATIA
INTERNATIONAL"), a company incorporated under the laws of the Netherlands
Antilles, Statia Terminals Canada Incorporated ("STATIA CANADA" and,
collectively with Statia International, the "ISSUERS"), a company incorporated
under the laws of Nova Scotia, the Subsidiary Guarantors parties thereto and
Pledgee, as Trustee, have entered into a certain indenture, dated as of November
27, 1996 (as amended, restated, supplemented or otherwise modified from time to
time, the "INDENTURE") pursuant to which the Issuers issued 11-3/4% first
mortgage notes due 2003 (the "NOTES"), in the aggregate principal amount of
US$135,000,000;
WHEREAS, Statia Terminals Canada Partnership is a newly formed
general partnership organized under the laws of Nova Scotia ("STCP") whose
general partners are Statia Canada and the Pledgors;
WHEREAS, STCP has executed a Guarantee, dated as of September
30, 2001, pursuant to which it has guaranteed payment of the Notes;
WHEREAS, Section 4.21 of the Indenture obligates the Pledgors
to execute and deliver this Pledge Agreement relating to their partnership
interests in STCP;
WHEREAS, it is contemplated that the Issuers may, after the
date thereof, incur certain additional indebtedness ("ADDITIONAL SECURED
INDEBTEDNESS") in accordance with the provisions of Section 4.04 and Section
4.14 of the Indenture which shall be equally and ratably secured by the Pledged
Collateral (as hereinafter defined)
WHEREAS, each of the Pledgors is entering into this Pledge
Agreement with Pledgee acting for the benefit of itself, the holders of the
Notes and the Holders of the Additional Secured Indebtedness (the "SECURED
Parties") for the purpose, among other things, of securing and providing for the
payment of all amounts of principal, premium, if any, interest, costs, charges,
fees, expenses, commissions, reimbursements, indemnities and all other amounts
from time to time due and payable by the Pledgors to the Secured Parties
(whether at stated maturity,
by acceleration or otherwise, including, without limitation, the payments of
interest and other amounts which would accrue and become due but for the filing
of a petition in bankruptcy or the operation of any stay under any Bankruptcy
Law (as defined in the Indenture)) under the Indenture, the Notes, this Pledge
Agreement, and any other instrument governing the obligations of the Pledgors
with respect to the Additional Secured Indebtedness (the "ADDITIONAL
INDEBTEDNESS INSTRUMENT", together with the Indenture, the Notes, and this
Pledge Agreement collectively the "SECURED INSTRUMENTS"), as well as the
performance and payment of all other obligations and liabilities, now existing
or hereafter arising whatsoever which are now or at any time hereafter may be or
become due, owing or payable under any of the Secured Instruments, in any form
or currency, to the Secured Parties by the Pledgors, actually or contingently,
solely or jointly and/or severally with another or others, as principal or
surety, or by virtue of any current or other account in connection with any
advance, loan, credit, instrument, guarantee or indemnity made or issued to, for
or at the request of the Pledgors pursuant to any Secured Instrument and costs,
for the purpose hereof including, but not limited to, costs of collection of any
amount due to the Secured Parties (collectively, the "SECURED OBLIGATIONS");
WHEREAS, the Indenture is governed by the laws of the State of
New York;
WHEREAS, each Pledgor is of the opinion that the execution and
delivery of this Agreement and the performance of its obligations hereunder is
in its corporate interest and does not prejudice the rights of its creditors;
NOW, THEREFORE, in consideration of the foregoing premises
each Pledgor agrees with Pledgee as follows:
Section 1. DEFINITIONS. Capitalized terms used herein and not
defined shall have the meanings assigned to them in the Indenture.
Section 2. OBLIGATIONS OWED TO PLEDGEE AS TRUSTEE.
2.1 In order to ensure that a valid pledge is created pursuant
to this Pledge Agreement, each Pledgor hereby agrees and covenants with Pledgee
that it shall (i) pay to Pledgee (as and when due by such Pledgor in accordance
with the provisions of the applicable Secured Instruments) all amounts of money
due and payable to the holders of the Notes and to the holders of the Additional
Secured Indebtedness under their respective Secured Instruments, in order to
permit Pledgee to make the payments required under the applicable Secured
Instrument, as and when due, to the holders of the Notes and to the holders of
Additional Secured Indebtedness, and (ii) perform all of its other obligations
to the holders of the Notes and the holders of the Additional Secured
Indebtedness in accordance with their respective Secured Instruments. The
agreements, covenants and obligations of the Pledgors set forth in the
immediately preceding sentence shall hereinafter be referred to as the
"DEBTHOLDER OBLIGATIONS". It is the intention of the parties that the Debtholder
Obligations shall be identical and equal, but alternative to the obligations of
the Pledgors to the holders of the Notes and to the holders of Additional
Secured Indebtedness under their respective Secured Instruments.
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