<PAGE>

                          FOURTH AMENDMENT TO INDENTURE

                                       AND

                   CONSENT UNDER SECURITIES PLEDGE AGREEMENTS

                  FOURTH AMENDMENT TO INDENTURE AND CONSENT UNDER SECURITIES
PLEDGE AGREEMENTS (the "Amendment and Consent"), dated as of April 26, 1999, to
the Indenture (as heretofore amended, 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 HSBC Bank USA (formerly known as 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, in order to take advantage of certain tax benefits,
Statia is proposing to (i) transfer ownership of the stock of certain Restricted
Subsidiaries to itself or to other Restricted Subsidiaries, (ii) incorporate one
new Restricted Subsidiary which will become a Subsidiary Guarantor and the stock
of which will be held by Statia, (iii) issue additional stock of certain
Restricted Subsidiaries to be held by other Restricted Subsidiaries and (iv)
ensure that all of such stock so transferred or issued, and all of the stock of
the new Restricted Subsidiary, will be pledged pursuant to Securities Pledge
Agreements to secure the Securities;

                  WHEREAS, as a result of the foregoing, all of the stock of all
of the Restricted Subsidiaries, including the new Restricted Subsidiary, will
continue to be pledged to secure the Securities and therefore such transactions
will not adversely affect the holders of the Securities;

                  WHEREAS, neither the Indenture nor the Securities Pledge
Agreements specifically authorize the release of the Pledged Shares of the
Restricted Subsidiaries from the Lien of the Securities Pledge Agreement under
which they are currently pledged even though they will be subjected to the Lien
of another Securities Pledge Agreement; and

                  WHEREAS, Section 5.1 of the Securities Pledge Agreements
prohibits the voting of the Pledged Shares in favor of the amendment of the
Articles of Association of the issuer of such Pledged Shares without the consent
of the Pledgee; and

                  WHEREAS, Section 6.2 of the Securities Pledge Agreements
prohibits the issuance of additional shares of the issuer of the Pledged Shares
to anyone other than the Pledgor; and
<PAGE>

                  WHEREAS, Section 9.01 of the Indenture permits the amendment
of the Indenture and the amendment of the Security Documents (which include the
Securities Pledge Agreements) without the consent of any holder of the
Securities in order to make any change that does not adversely affect the rights
of any holders of Securities;

                  WHEREAS, the parties hereto desire to amend the Indenture
pursuant to 9.01 of the Indenture and to obtain the consent of the Pledgee under
certain Securities Pledge Agreements in order to enable the foregoing
transactions to be accomplished;

                  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.  The  Indenture  is hereby  amended  by adding 
a new  Section 11.15 to read as follows:

         Section 11.15       Transfer of Shares of Restricted  Subsidiaries to 
                             Statia or Other Restricted Subsidiaries

                  The shares of capital stock of Saba Trust Company N.V.,  
         Bicen Development Corporation N.V. and Statia Terminals N.V. may be
         transferred by Statia Terminals Corporation N.V. to Statia Terminals
         International N.V. and thereafter to Statia Terminals Antilles N.V.,
         provided that: (i) Statia Terminals Antilles N.V. is a Restricted
         Subsidiary, (ii) promptly after such transfer Statia Terminals Antilles
         N.V. executes a Guarantee and a Securities Pledge Agreement pursuant to
         which all of the shares so transferred are pledged to secure the
         Securities and delivers to the Trustee all documents required by the
         Indenture or such Securities Pledge Agreement in connection therewith
         and such other documents as the Trustee may request to evidence the
         effectiveness of such pledge; and (iii) the existing Lien on the shares
         so transferred is not released until the Lien pursuant to the
         Securities Pledge Agreement referred to in clause (ii) above becomes
         effective.

                  2. Consent. The Trustee, as Pledgee under the Securities 
Pledge Agreements, hereby consents to the following actions and
waives the provisions of the Securities Pledge Agreements to the extent
necessary to permit such actions:

                  (a)  the  transfer  of the shares of capital  stock  referred 
         to in Section 1 above;

                  (b) the voting of the shares of capital stock of Statia 
         Terminals N.V. and Statia Terminals Corporation N.V. in favor of
         amendments to the respective Articles of Association of such
         corporations to authorize the creation of preferred stock and the
         conversion of certain outstanding preferred stock into another type of
         preferred stock, and the issuance of such preferred stock, provided
         that (i) such shares of preferred stock are issued only to Restricted
         Subsidiaries, (ii) such shares of preferred stock are promptly pledged
         pursuant a Securities Pledge 

                                      -2-
<PAGE>

         Agreement and (iii) all documentation required in connection therewith
         by the Indenture or any Securities Pledge Agreement is submitted to the
         Trustee or Pledgee.

                  3. TIA Controls. If any provision of this Amendment and 
Consent limits or conflicts with another provision which is required to be
included in this Amendment and Consent by the TIA, the required provision shall
control.

                  4. Governing Law. THIS AMENDMENT AND CONSENT 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.

                  5. Counterparts. This Amendment and Consent 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.

                  6. Indenture Not Otherwise Amended. The terms and provisions 
of the Indenture not amended hereby shall continue to remain in full force and
effect.

                  7. References. From and after the date hereof, all references 
in the Indenture shall be deemed to be references to the Indenture as amended
hereby.

                  8. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Amendment and Consent or for or in respect of the recitals contained herein, all
of which recitals are made solely by Issuers and the Subsidiary Guarantors.

                                      * * *


                                      -3-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of this 26th day of April, 1999.

                                        STATIA TERMINALS INTERNATIONAL N.V.


                              By:   /s/   James F. Brenner
                                  -------------------------------------
                                  Name:   James F. Brenner
                                  Title:  Vice President


                               By:   /s/   James G. Cameron
                                   -------------------------------------
                                   Name:   James G. Cameron
                                   Title:  Managing Director


                                        STATIA TERMINALS CANADA, INCORPORATED


                               By:  /s/   James F. Brenner
                                   -------------------------------------
                                   Name:   James F. Brenner
                                   Title:  Vice President


                                        HSBC BANK USA,
                                            as Trustee


                                By:   /s/   Frank J. Godino
                                   -------------------------------------
                                   Name:   Frank J. Godino
                                   Title:  Vice President


<PAGE>


                  IN WITNESS WHEREOF, each of the undersigned Subsidiary
Guarantors has caused this Amendment to be duly executed as of this ___day of
April, 1999.

                                 STATIA TERMINALS CORPORATION N.V.


                                 By:   /s/   James F. Brenner
                                    -------------------------------------
                                    Name:   James F. Brenner
                                    Title:  Vice President


                                 By:   /s/   James G. Cameron
                                    -------------------------------------
                                    Name:   James G. Cameron
                                    Title:  Managing Director



                                 STATIA TERMINALS DELAWARE, INC.


                                 By:   /s/   James F. Brenner
                                     -------------------------------------
                                     Name:   James F. Brenner
                                     Title:  Vice President



                                 STATIA TERMINALS, INC.


                                 By:   /s/   James F. Brenner
                                    --------------------------------------
                                    Name:   James F. Brenner
                                    Title:  Vice President



                                 STATIA TERMINALS N.V.


                                 By:   /s/   James F. Brenner
                                       -------------------------------------
                                       Name:   James F. Brenner
                                       Title:  Vice President

<PAGE>

                                 STATIA DELAWARE HOLDCO II, INC.


                                 By:   /s/   James F. Brenner
                                    -------------------------------------
                                    Name:   James F. Brenner
                                    Title:  Vice President




                                 SABA TRUST COMPANY N.V.


                                 By:   /s/   James F. Brenner
                                    -------------------------------------
                                    Name:   James F. Brenner
                                    Title:  Vice President


                                 BICEN DEVELOPMENT CORPORATION N.V.


                                 By:  /s/    James F. Brenner
                                    --------------------------------------
                                     Name:   James F. Brenner
                                     Title:  Vice President


                                 W.P. COMPANY, INC.


                                 By:   /s/    James F. Brenner
                                    --------------------------------------------
                                     Name:   James F. Brenner
                                     Title:  Vice President
<PAGE>

                              SEVEN SEAS STEAMSHIP COMPANY, INC.


                              By:    /s/  Victor M. Lopez, Jr. 
                                 ---------------------------------------------
                                  Name:   Victor M. Lopez, Jr.
                                  Title:  Treasurer and Assistant Secretary


                              STATIA TUGS N.V.


                              By:   /s/   James G. Cameron
                                 -----------------------------------------------
                                  Name:   James G. Cameron
                                  Title:  Managing Director


                              SEVEN SEAS STEAMSHIP COMPANY (SINT EUSTATIUS) N.V.


                              By:   /s/   Victor M. Lopez, Jr.
                                 -----------------------------------------------
                                  Name:   Victor M. Lopez, Jr.
                                  Title:  Treasurer and Assistant Secretary


                              POINT TUPPER MARINE SERVICES LIMITED


                              By:   /s/   James F. Brenner
                                 -----------------------------------------------
                                  Name:   James F. Brenner
                                  Title:  Vice President


                              STATIA LABORATORY SERVICES, N.V.


                              By:   /s/   James F. Brenner
                                 -----------------------------------------------
                                  Name:   James F. Brenner
                                  Title:  Vice President


                              STATIA TERMINALS NEW JERSEY, INC.


                              By:   /s/   James F. Brenner
                                 -----------------------------------------------
                                  Name:   James F. Brenner
                                  Title:  Vice President