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                                                                    Exhibit 3.1b


                            ARTICLES OF INCORPORATION
                                       OF
                           STATIA TERMINALS GROUP N.V.

                             NAME, SEAT AND DURATION
                                    ARTICLE 1

1.       NAME. The name of the company is: STATIA TERMINALS GROUP N.V.

2.       STATUTORY SEAT, BRANCHES AND BRANCH OFFICES. The company has its
         statutory seat at Curacao, Netherlands Antilles. The company may have
         one or more branches and/or branch offices outside of Curacao,
         Netherlands Antilles.

3.       TRANSFER OF STATUTORY SEAT. The company may transfer its statutory seat
         to another country and assume the status of a legal entity formed under
         the laws of that country in accordance with the Netherlands Antilles
         Ordinance on transfer of seat to third countries, pursuant to a
         resolution to that effect adopted by the Board of Directors (as defined
         in paragraph 1 of article 10 hereof), but only if it deems such
         transfer of seat in the best interests of the company.

4.       DURATION. The company has been constituted for an indefinite period of
         time.

                                     OBJECTS
                                    ARTICLE 2

1.       OBJECTS. The objects of the company are to incorporate, participate in,
         hold, manage, operate and finance entities, legal or otherwise,
         directly or indirectly, belonging to the Statia group of companies
         engaged in the business of marine terminaling in St. Eustatius, and
         Point Tupper, Nova Scotia, Canada, as well as (a) to participate in any
         other venture or company, (b) to invest its assets in securities,
         including shares and other certificates of participation and bonds, as
         well as other claims for interest bearing debts however denominated,
         and (c) to guarantee or otherwise secure, and to transfer in ownership,
         to mortgage, pledge or otherwise to encumber assets as security for the
         obligations of the company and for the obligations of third parties,
         with or without consideration.

2.       RELATED ACTIVITIES. The company is entitled to do all that may be
         useful or necessary for the attainment of its objects or that is
         connected therewith in the widest sense.



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                                       2


                               CAPITAL AND SHARES
                                    ARTICLE 3

1.       AUTHORIZED CAPITAL (AMOUNT). The authorized capital of the company
         amounts to Three Hundred Thousand United States Dollars (US
         $300,000.00).

2.       AUTHORIZED CAPITAL (SHARES). The authorized capital consists of thirty
         million (30,000,000) shares, each with a par value of One United States
         Cent (US $0.01), and is divided into twenty million (20,000,000) class
         A common shares (the "class A shares" or the "common shares"), seven
         million eight hundred thousand (7,800,000) class B subordinated shares
         (the "class B shares" or the "subordinated shares"), and two million
         two hundred thousand (2,200,000) class C shares (the "class C shares"
         or the "incentive shares"). The class A shares shall be numbered A1
         through A20.000.000, the class B shares shall be numbered B1 through
         B7.800.000, and the class C shares shall be numbered C1 through
         C2.200.000. The class A shares and the class B shares have full voting
         rights, whilst the class C shares shall be non-voting. At the date of
         this amendment (the "Initial Issue Date"), at least twenty percent of
         the authorized capital is issued and outstanding in the form of voting
         shares with third parties, consisting of at least 7,600,000 common
         shares issued in connection with the initial public offering of such
         shares at the Initial Issue Date and 3,800,000 subordinated shares.

3.       DEFINITIONS OF "SHARES", "SHAREHOLDERS". In these articles of
         incorporation, unless specifically stated otherwise herein, the term
         "shares" means class A shares, class B shares and class C shares, and
         the term "shareholders" means holders of shares of class A shares,
         class B shares and class C shares.

4.       REPURCHASE OF SHARES. The company is entitled to repurchase fully paid
         up shares in its own capital for valuable consideration, provided that
         at all times at least twenty percent of the authorized capital of the
         company in the form of voting shares remains outstanding with third
         parties.

5.       TREATMENT OF TREASURY SHARES. The company may not derive any rights
         from its treasury shares. For the purpose of determining its issued and
         outstanding capital, such shares shall not be included as part of such
         capital.

6.       CANCELLATION OF SHARES. The Board of Directors may, without instruction
         or authorization of the General Meeting (as defined in paragraph 1 of
         article 13 hereof), cancel shares which are in the possession of the
         company.


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                                       3


                       FORM OF SHARES; ISSUANCE OF SHARES

                                    ARTICLE 4

1.       REGISTERED FORM. The shares shall be issued in registered form only.

2.       CONSIDERATION; FRACTIONAL SHARES. Shares shall be issued at or above
         par. Fractional shares may be issued. Payments on shares may be made in
         cash and/or in kind, and in such currency as the Board of Directors
         deems fit.

3.       TERMS AND CONDITIONS OF ISSUANCE. Subject to the terms of these
         articles of incorporation, shares may be issued at such times, for such
         considerations and on such terms as may be established from time to
         time by the Board of Directors in its sole discretion without the
         approval of the shareholders, except as set forth in the next sentence.
         During the Subordination Period (as defined in article 5) with respect
         to the subordinated shares, the Board of Directors may not issue (i)
         more than 4,000,000 common shares, in addition to the common shares
         issued on the Initial Issue Date, excluding any common shares issued
         upon any exercise of the overallotment option by one or more
         underwriters of the common shares, or (ii) any equity securities
         ranking senior to the common shares on distribution of dividends (as
         set out in article 17) or on any distribution upon dissolution and
         liquidation of the company (as set forth in article 18), without the
         approval of the holders of a majority of the outstanding common shares,
         not including those common shares held by the holder(s) of incentive
         shares and their affiliates, if any. For purposes of the foregoing, an
         "affiliate" shall mean a holder of shares of the company that is (i)
         directly, or indirectly, through one or more intermediaries controlled
         by or under control or "common control" (as such terms are further
         described in the United States Securities Exchange Act of 1934) with,
         the company including but not limited to, any holder of the
         subordinated shares and/or incentive shares at the Initial Issue Date,
         or (ii) an officer or director of the company or of an affiliate of the
         company.

4.       EXCEPTION TO RESTRICTION ON ISSUANCE. The restriction set forth in
         paragraph 3 of article 4 on issuance of additional common shares shall,
         however, not apply to the following issuances: (a) upon exercise of the
         over-allotment option by any underwriter of common shares, (b) upon
         conversion of any subordinated shares, (c) pursuant to one or more
         employee benefit plans of the company, (d) in the event of a
         combination or subdivision of any common shares, or (e) in connection
         with an acquisition or capital improvement by or of the company that
         would have resulted in an increase in Adjusted Operating Surplus (as
         defined in article 17) on a per common share and subordinated share,
         pro forma basis for the preceding four-quarter period (or within 365
         days of the closing of such an acquisition or the completion of such a
         capital improvement and the net proceeds from such issuance are used to
         repay debt, if any, incurred in connection therewith).


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                                       4


5.       COMPANY MAY NOT SUBSCRIBE FOR SHARES. When issuing shares, the company
         shall not be entitled to subscribe for its own shares.

6.       PRE-EMPTION. No shareholder shall have any right of pre-emption in
         connection with any issuance of shares in the capital of the company or
         other equity securities that may be issued by the company.

                               CLASS B CONVERSION
                                    ARTICLE 5

1.       CLASS B SHARES CONVERSION - GENERAL. If, at any time during or after
         the Subordination Period (as defined below), any subordinated shares
         are outstanding, all of such subordinated shares will convert into
         common shares in the manner set forth in this article: (i) if the tests
         for ending subordination (as set out below) have been met for any
         quarter ending on or after June 30, 2002, one quarter of the aggregate
         number of subordinated shares outstanding on the Initial Issue Date
         (being 950,000 subordinated shares) will convert into common shares and
         (ii) if the tests for ending subordination have been met for any
         quarter ending on or after June 30, 2003, an additional quarter of the
         aggregate number of subordinated shares outstanding on the Initial
         Issue Date (being 950,000 subordinated shares) will convert into common
         shares, provided that such conversion of the second one-quarter of the
         subordinated shares may not occur until at least one calendar year
         following the conversion of the first one-quarter of the subordinated
         shares as described above. The Board of Directors shall for the purpose
         of such conversion be authorized in its sole discretion to take any and
         all necessary steps in connection therewith, including, without
         limitation, the determination of the applicable shares, numbered from
         B1 onwards representing a quarter of all outstanding subordinated
         shares, at each time of a conversion. For the purpose hereof, the
         "Subordination Period" shall mean the period from the Initial Issue
         Date until the tests set forth below in (a) through (c), inclusive,
         have been met for any quarter ending on or after June 30, 2004 for
         which:

         (a)      distributions (in the form of dividends or otherwise) of
                  Available Cash from Operating Surplus (as such terms are
                  defined in article 17) on the common and subordinated shares
                  with respect to each of the three consecutive non-overlapping
                  four-quarter periods immediately preceding the date of
                  determination that equaled or exceeded the sum of the Target
                  Quarterly Distribution (as defined in article 17) on all of
                  the outstanding common and subordinated shares during such
                  periods;


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         (b)      the Adjusted Operating Surplus generated by the company during
                  each of the three consecutive non-overlapping four-quarter
                  periods immediately preceding the date of determination
                  equaled or exceeded the sum of the Target Quarterly
                  Distribution on all of the common and subordinated shares that
                  were outstanding on a fully diluted basis (i.e. after assuming
                  the exercise of all warrants, vested stock options and
                  conversion of subordinated shares) during those periods; and

         (c)      there are no outstanding Common Share Arrearages (as defined
                  in article 17).

         For purpose of the determination of any conversion as set out above for
         any quarter (as further described above), the tests for ending
         subordination shall be met for any quarter for which:

         (d)      distributions (in the form of dividends or otherwise) of
                  Available Cash from Operating Surplus on the common and
                  subordinated shares with respect to each of the three
                  consecutive non-overlapping four-quarter periods immediately
                  preceding the date of determination equaled or exceeded the
                  sum of the Target Quarterly Distribution on all the
                  outstanding common and subordinated shares during such
                  periods;

         (e)      the Adjusted Operating Surplus generated by the company during
                  each of the three consecutive non-overlapping four-quarter
                  periods immediately preceding the date of determination
                  equaled or exceeded the sum of the Target Quarterly
                  Distribution on all of the common and subordinated shares that
                  were outstanding on a fully diluted basis during those
                  periods; and

         (f)      there are no outstanding Common Share Arrearages.

2.       CONVERSION OF SUBORDINATED SHARES ON EXPIRATION OF THE SUBORDINATION
         PERIOD. Upon the expiration of the Subordination Period all outstanding
         subordinated shares will convert into common shares. Subject to
         paragraph 1 of this article, in each conversion, the relevant
         subordinated shares outstanding will convert on a one-for-one basis,
         into common shares, and will thereafter participate, among other
         things, pro rata with the other common shares then outstanding in
         distributions (in the form of dividends or otherwise) of Available Cash
         with due observance of the dividend and other distribution rights of
         the holders of incentive shares (as described in article 17) in
         Available Cash.

3.       EFFECT OF SURRENDER AND CONVERSION. Upon conversion of the appropriate
         number of subordinated shares in accordance with the foregoing
         provisions, the Board of



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                                       6


         Directors may upon request, issue one or more share certificates
         representing the common shares upon conversion of the subordinated
         shares, all in accordance with the provisions of article 6 of these
         articles of incorporation. All rights relating to the subordinated
         shares converted into common shares shall cease and such subordinated
         shares shall no longer be outstanding.

                          SHARE CERTIFICATES FOR SHARES
                                    ARTICLE 6

1.       SHARE CERTIFICATES. Share certificates may be issued for shares.

2.       NUMBER OF SHARES REPRESENTED BY CERTIFICATES. Share certificates may be
         issued to represent more than one share, or, in the event of the
         issuance of a (temporary) global share certificate representing all
         common shares issued and outstanding at the Initial Issue Date. If
         shares held by a shareholder are represented by one share certificate,
         and if such shareholder disposes of part of his or her shares, such
         shareholder shall be entitled to request the issuance of a share
         certificate representing such shareholder's remaining shares.

3.       FORM AND MANNER OF ISSUANCE. Share certificates, if any, which shall
         include duplicates of share certificates as referred to in article 7
         hereof, shall be issued and signed on behalf of the company by or on
         behalf of the Board of Directors or by one or more persons or entities
         appointed as transfer agent and/or registrar. All costs and expenses of
         the company associated with the issuance of share certificates
         (including any duplicates) at the request of a shareholder, may be
         charged to such requesting shareholder, unless provided otherwise in
         these articles of incorporation. Share certificates shall bear such
         legend or legends as the Board of Directors deems fit and appropriate
         in connection with the issuance of shares or restrictions on transfer
         of shares. The reverse side of any certificates issued shall contain a
         printed form of an instrument of transfer that can be used by the
         holders of the shares represented by such certificates to transfer such
         shares, or a portion thereof, to a transferee, which may include the
         company in accordance with the provisions of these articles of
         incorporation.

                         LOST AND MUTILATED CERTIFICATES
                                    ARTICLE 7

         LOST AND MUTILATED SHARE CERTIFICATES. If any shareholder can prove to
         the satisfaction of the Board of Directors or any transfer agent or
         registrar of the company, that any share certificate has been
         mutilated, mislaid or destroyed, then, at such shareholder's written
         request, a duplicate may be issued by the Board of Directors or any
         transfer agent or


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                                       7


         registrar of the company on such terms and conditions as the Board of
         Directors may deem fit. Upon the issuance of the duplicate share
         certificate (on which it shall be noted that such certificate is a
         duplicate), the original share certificate shall be null and void
         vis-a-vis the company. A mutilated share certificate may be exchanged
         for a duplicate certificate upon delivery of the mutilated certificate
         to the Board of Directors or any transfer agent or registrar of the
         company.

               SHAREHOLDERS REGISTER; TRANSFER OF SHARES; NOTICES
                                    ARTICLE 8

1.       SHAREHOLDERS REGISTER. The Board of Directors, or registrar or transfer
         agent designated pursuant to paragraph 5 of article 8, shall keep a
         shareholders register (the "Register") in which the names and addresses
         of all shareholders shall be registered, along with the shares issued
         to, and the payment thereon by, the shareholders. The Board of
         Directors shall regularly maintain the Register, including the
         registration in the Register of any issue, transfer and cancellation of
         shares.

2.       REGISTRATION OF OTHER PERSONS. The Board of Directors shall also
         register in the Register the names and addresses of those persons who
         have a right of usufruct (VRUCHTGEBRUIK) or pledge (PAND) on the
         shares.

3.       ADDRESSES TO BE FURNISHED, ETC. Each shareholder, and holder of a right
         of usufruct or pledge on shares is required to provide his or her
         address to the company. The company shall be entitled for all purposes
         to rely on the name and address of the aforementioned persons as
         entered in the Register. Such person may at any time change his or her
         address as entered in the Register by means of a written notification
         to the company at its principal office, or any transfer agent or
         registrar of the company.

4.       ACCESS TO REGISTER. At the request of a shareholder, or a holder of a
         right of usufruct or pledge on shares, the Board of Directors shall
         furnish an extract of the Register, free of charge, insofar as it
         relates to such person's interest in a share.

5.       LOCATION OF REGISTER. The Register shall be kept by the Board of
         Directors at the company's principal office, or by a registrar or
         transfer agent designated thereto by the Board of Directors at such
         other location as it may deem fit. In case the Register is kept at any
         location other than the company's principal office, then the registrar
         or transfer agent shall be obligated to send to the principal office of
         the company a copy thereof from time to time. In case a registrar or
         transfer agent is appointed by the Board of Directors, then such
         registrar or transfer agent shall be authorized and, as the case may
         be, obligated to exercise the rights and fulfill the obligations set
         out in this article with respect to the Register.


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                                       8


6.       TRANSFER OF SHARES--GENERAL. With due observance of the provisions of
         article 9 hereof, the transfer of shares, including any limited rights
         thereon, shall be effected (i) by serving upon the company in the
         manner prescribed by law, an instrument of transfer, or (ii) by written
         acknowledgment by the company of the transfer, which acknowledgment
         shall be signed on behalf of the company by or on behalf of the Board
         of Directors or by the registrar or transfer agent of the company. In
         case a share certificate is outstanding, the written acknowledgment by
         the company of the transfer of a share, including any limited rights
         thereon, can only be made by an endorsement of the transfer on such
         share certificate. In that case, the transferor or transferee of a
         share shall present such share certificate to the company, or its
         registrar or transfer agent, for acknowledgment of the transfer on
         behalf of the company to be made thereon. In case no share certificate
         has been issued, the registration of the transfer of a share in the
         Register shall have the effect of a written acknowledgment by the
         company of such transfer of a share. This paragraph shall also apply in
         the case of an allocation of shares resulting from a division and
         partition of any community property.

7.       CERTAIN REPURCHASE PROCEDURES. With due observance of paragraph 4 of
         article 3 hereof, in case of any repurchase of shares by the company,
         the holder shall surrender each certificate or certificates
         representing such shares, if any, to the company in the manner and at a
         place designated therefor by the company, with the reverse side of the
         certificate or certificates duly executed for the purpose of the
         transfer of such shares to the company. Such manner shall include
         personal delivery, registered mail or overnight delivery service of
         recognized standing.

8.       EFFECT OF SURRENDER AND REPURCHASE. Upon surrender of the shares for
         repurchase by the company, each surrendered certificate shall be
         canceled, all rights of the holders of such shares as such shall cease
         with respect to such shares, and such shares shall no longer be deemed
         to be outstanding for any purpose whatsoever.

9.       TRANSFER OF SHARES--ASSIGNMENT OF VOTING RIGHTS OF COMMON SHARES. If a
         common share is encumbered with a right of usufruct or pledge, then the
         voting right of such common share, can not be assigned to the holder of
         the right of usufruct or pledge.

                  PROHIBITED OWNERSHIP/RESTRICTION ON TRANSFER
                                    ARTICLE 9

1.       PROHIBITION ON PERCENTAGE OF OWNERSHIP - GENERAL. Primarily to prevent
         the company from becoming, or minimize the duration of its
         classification as, a "controlled foreign


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                                       9


         corporation" or "CFC" (as defined below) and also to prevent any
         ownership or transfer of the common shares which may result in such a
         classification, the ownership by a holder of common shares, directly,
         indirectly, actually or constructively (within the meaning of section
         958 of the United States Internal Revenue Code of 1986, as amended (the
         "Code")), of more than 9.9% of all of the common and subordinated
         shares issued and outstanding (the "Ownership Limit") is prohibited,
         except as otherwise provided in this article 9 below. For the purpose
         of the foregoing Ownership Limit, ownership of common shares and/or
         subordinated shares shall be understood to include the holding of
         voting rights or voting power relating to such shares by law, agreement
         or otherwise, in whatever form.

2.       RESTRICTION ON TRANSFER. In order to further the purposes set forth in
         paragraph 1 of article 9, any sale, transfer, or other disposition of
         any common shares by a holder of common shares (a "Sale") or any other
         event relating to any common shares held by such a holder that would
         result in a Violation of the Ownership Limit (as defined below) is null
         and void to the extent it causes a Violation of the Ownership Limit.
         The restriction in the preceding sentence shall not apply to and the
         definition of the term "Sale" does not include (i) the conversion of
         subordinated shares into common shares, (ii) any subsequent transfer of
         the common shares resulting from such conversion, (iii) any pledge,
         encumbrance, transfer by operation of law, gift, inheritance or marital
         law of any interest in or right to any common shares, as well as any
         sale, transfer, or other disposition (other than a Sale) of any
         beneficial, as opposed to legal (registered) interest in or right to
         any common shares, or (iv) acquisition of any common shares pursuant to
         the exercise of compensatory stock options or to an employee benefit
         plan of the company or its subsidiaries or affiliates or any subsequent
         transfer of any such common shares.

3.       DEFINITION CFC - OWNERSHIP LIMIT. For purposes of this article, a
         non-United States corporation will be classified as a "controlled
         foreign corporation" or "CFC" for United States federal income tax
         purposes in any taxable year of such corporation in which more than 50%
         of either (i) the total combined voting power of all of its classes of
         stock entitled to vote or (ii) the total value of its stock is owned or
         considered owned (after applying certain attribution rules), on any day
         during a taxable year, by United States persons (as such term is
         defined in Section 7701 (a) (30) of the Code) who own or are considered
         to own 10% or more of the total combined voting power of all of its
         classes of stock entitled to vote. For purposes of this article, a
         "Violation of the Ownership Limit" occurs when (1) any person would own
         or would be considered to own by virtue of the attribution provisions
         of section 958 of the Code and the United States Treasury Regulations
         issued thereunder, or (2) any person together with its "affiliates" and
         "associates" (as defined in Rule 12b-2 under the United States
         Securities Exchange Act of 1934) and any group (within the meaning of
         Section 13(d)(3) of such


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                                       10


         Securities Exchange Act) of which such person is a part would own or
         would be considered to own by virtue of the beneficial ownership
         provisions of Rule 13d-3 under such Securities Exchange Act, in either
         case more than the Ownership Limit.

4.       PROHIBITION ON OWNERSHIP AND/OR TRANSFERS OTHER THAN BY SALE. With due
         observance of the provisions of foregoing paragraphs of this article,
         including the restrictions contained therein, any pledge, encumbrance,
         transfer by operation of law, gift, inheritance or marital law of any
         legal (registered) or beneficial interest in or right to any common
         shares, as well as any sale, transfer, or other disposition (other than
         a Sale) of any beneficial, as opposed to any interest in or right to
         any common shares (other than the conversion of subordinated shares
         into common shares, any subsequent transfer of the common shares
         resulting from such conversion or the acquisition of any common shares
         pursuant to the exercise of compensatory stock options or to an
         employee benefit plan of the company or its subsidiaries or affiliates
         or any subsequent transfer of any such common shares) (a "Gift") that
         would result in a Violation of the Ownership Limit is prohibited to the
         extent that such Gift causes a Violation of the Ownership Limit.

5.       WAIVER/DECLARATION OF NON-APPLICABILITY. The restrictions on transfer
         and ownership described in this article may be waived, or declared not
         applicable, and an exemption may be granted from time to time by the
         Board of Directors, in its sole discretion, provided the same is
         irrevocable with respect to a Transfer (as defined in paragraph 6
         article 9 below) or any other event described in this article relating
         to ownership by a holder of common shares above the Ownership Limit.
         The Board of Directors may, in its sole discretion set the terms and
         conditions for the issuance of such waiver, declaration of
         non-applicability and/or exemption.

6.       RESTRICTIVE MEASURES FOR BENEFIT OF THE COMPANY. In order for the
         company to determine, or verify compliance with the restrictions set
         out above in this article, the following shall apply: (a) any person
         who acquires or attempts or intends to acquire ownership (direct,
         indirect, actual or constructive ownership within the meaning of
         section 958 of the Code) of common shares that will or may violate the
         foregoing restrictions on transferability and ownership is required to
         give notice immediately to the company thereof and to provide the
         company and the Board of Directors with such other reasonable
         information as it may request in order to determine the effect of a
         Sale, Gift (a Sale and/or a Gift to be referred to as a "Transfer") or
         event on the classification of the company as a CFC or for any other
         related purpose, (b) the company shall not recognize a person in the
         capacity as shareholder of common shares until its common shares have
         been issued in the name of such person (or in the case of a Transfer,
         until the common shares so transferred have been registered by or on
         behalf of the Board of Directors in the name of such transferee in the
         register); until such



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                                       11


         recognition by or on behalf of the company in the manner as
         aforementioned, the voting rights, dividend rights and/or other
         distribution rights relating to such shares shall be suspended and may
         not be exercised by the purported holder thereof, (c) upon the
         occurrence of a Gift resulting in a Violation of the Ownership Limit,
         the acquiror or transferee shall be required to dispose of the number
         of common shares that exceeds the Ownership Limit (the "Excess Common
         Shares") to a person whose ownership of any such shares would not
         violate the Ownership Limit (a "Qualified Person") within 15 days of
         the date of the prohibited Gift. The acquiror or transferee of Excess
         Common Shares pursuant to a prohibited Gift (the "Prohibited
         Transferee") shall be required to notify the company in writing of its
         compliance with the requirement in the preceding sentence within 5 days
         of any such compliance (a "Compliance Notice"). If the Prohibited
         Transferee fails to provide such a Compliance Notice to the company
         within 20 days of the date of the prohibited Gift, the company shall be
         irrevocably and exclusively authorized to sell and transfer on behalf
         of the Prohibited Transferee the Excess Common Shares to a Qualified
         Person, at a price for such shares of no less than the fair market
         value and to take all necessary steps in connection therewith. In the
         event of a Gift, the acquiror or transferee shall by acceptance or
         receipt of the relevant share certificate(s), if any, representing any
         Excess Common Shares be deemed to have agreed to the foregoing
         provisions set out in (c) above.

7.       NOTICES, ETC. Notices and other communications provided for herein
         shall be in writing, shall be delivered by hand or overnight courier
         services of recognized standing or sent by telecopy, shall be deemed
         given when actually received and shall be addressed as follows: if to a
         shareholder's address, as shown in the Register of the company; and if
         to the company, to the company's principal office or its registered
         agent, attention: Secretary.

8.       APPLICABILITY ON ISSUE OF COMMON SHARES OR SUBORDINATED SHARES. For the
         purpose of this article, acquisition by holders of common shares of
         common shares or subordinated shares by virtue of an issue or
         distribution of such shares to a holder of common shares shall be
         equated to a transfer; for the purposes of determining the amount of
         the issued capital, the shares to be issued or distributed shall be
         included therein.

                                   MANAGEMENT
                                   ARTICLE 10

1.       BOARD OF DIRECTORS--GENERAL. The management of all the affairs,
         property and business of the company shall be vested in a Board of
         Directors (the "Board of Directors"), who shall have and may exercise
         all powers except such as are exclusively conferred upon the
         shareholders by law or by these articles of incorporation, as from time
         to time amended.


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                                       12


2.       BOARD OF DIRECTORS - NUMBER OF MEMBERS/ CLASS OF MEMBERS. The number of
         persons constituting the Board of Directors shall be not less than
         three or more than fifteen, as fixed from time to time by the General
         Meeting. The number of persons constituting the Board of Directors
         shall, until changed at any succeeding General Meeting, be the number
         so fixed. The Board of Directors shall be divided into three classes,
         being class A directors (the "A director(s), class B directors (the "B
         director(s)") and class C directors (the "C director (s)"), the
         designation of which shall be determined by the General Meeting. Each
         director shall be so designated by the General Meeting upon appointment
         or reappointment, as the case may be, in case of a vacancy (as defined
         in paragraph 4 of this article 10).

3.       BOARD OF DIRECTORS - TERM. Each director shall serve, subject to the
         provisions of paragraph 6 of this article 10, as director, with due
         observance of the following terms: the A directors shall initially
         serve - as of the Initial Issue Date - for a period of two years, and
         thereafter for six-year periods; the B directors shall initially serve
         - as of the Initial Issue Date - for a period of four years, and
         thereafter for six-year periods; and the C directors shall serve - as
         of the Initial Issue Date - for six-year periods.

4.       BOARD OF DIRECTORS - APPOINTMENT. Each director shall be appointed by
         the General meeting, with due observance of the following provisions.
         In case of a vacancy, upon the expiration of a director's term or
         otherwise (each, a "vacancy"), the Board of Directors shall be
         authorized pursuant to a duly adopted resolution to nominate for such
         vacancy a director for appointment by the General Meeting. Such Board
         of Director's resolution shall list at least one name for each such
         vacancy, which may include a former director whose term has lapsed. All
         resolutions to nominate directors shall be non-binding on the General
         Meeting, the General Meeting is free to appoint, by a duly adopted
         shareholders resolution in accordance with the provisions of paragraph
         8 of article 14, any director so nominated, or reject the nomination.
         In case the nominated director(s) are not appointed by the General
         Meeting, the Board of Directors must convene within seven days of the
         date of the General Meeting, a new meeting, with due observance of the
         provisions of article 14 below, at which the vacancy or vacancies shall
         be filed. At such subsequent General Meeting, the Board of Directors
         may, again, nominate - by non-binding resolution - one director for
         each such vacancy for appointment by the General Meeting.
         Notwithstanding the foregoing sentence, at such subsequent General
         Meeting, the shareholders shall be free to appoint any person or entity
         for each vacancy as they deem fit upon rejection of any person
         nominated by the Board of Directors. In the event the Board of
         Directors wishes to exercise its right to nominate a director, it shall
         in the convening of a General Meeting to appoint the director state the
         person so nominated by the Board of Di`rectors for each such vacancy.



<PAGE>
                                       13


5.       BOARD OF DIRECTORS--VACANCIES IN GENERAL. If one or more directors are
         prevented from or are incapable of acting as a director, the remaining
         directors may appoint one or more persons to fill such vacancy or
         vacancies with the same qualifications, if any, as determined by the
         General Meeting to serve until the immediately following General
         Meeting.

6.       BOARD OF DIRECTORS--REMOVAL. Directors may be removed or suspended at
         any time by the General Meeting. At any General Meeting at which action
         is taken to remove a director, or at any subsequent General Meeting,
         any vacancy or vacancies created by such action may be filled with due
         observance of paragraph 2 of article 10.

7.       BOARD OF DIRECTORS--VACANCIES IN CONNECTION WITH CERTAIN REDUCTIONS. If
         at any time the number of directors in office shall be reduced to less
         than three, the remaining director(s) shall forthwith call and convene
         a General Meeting for the purpose of filling the vacancies in the Board
         of Directors, and in the event that all of the directors are prevented
         from or are incapable of acting as directors, the company shall be
         temporarily managed by any person or persons previously appointed by
         the General Meeting to so act, who in turn shall forthwith call and
         convene a General Meeting for the purpose of appointing three or more
         directors. If no such General Meeting shall be called, or if no such
         person shall have been appointed, any person or persons holding in the
         aggregate at least ten percent of the issued and outstanding voting
         shares may call and convene a General Meeting for the purpose of
         appointing the directors.

8.       BOARD OF DIRECTORS--MEETINGS/NOTICE. Meetings of the Board of Directors
         shall be held regularly at such place and at such time as the Board of
         Directors may from time to time determine. Special meetings of the
         Board of Directors shall be held as often as any two directors or the
         Chairman deems necessary, who shall be authorized to call the same.
         Notice of the time and place of a meeting of the Board of Directors
         shall be given:

         (a)      not less than ninety-six hours before such meeting, by written
                  notice mailed to each director, or

         (b)      not later than the day immediately preceding the date of such
                  meeting, by personal delivery, or by telephone call or by
                  sending a telegram or telefax or other means of written
                  notification to each director, receipt of which has been
                  confirmed.

         A waiver of notice of any meeting of the Board of Directors signed by
         all of the non


<PAGE>
                                       14


         attending directors, whether before, at, or after the time of such
         meeting, shall be deemed equivalent to notice of the meeting. If all
         the directors are present at the meeting, notice shall be deemed to
         have been duly given.

9.       BOARD OF DIRECTORS--QUORUM. A majority of the members of the Board of
         Directors shall constitute a quorum. The resolution of the majority of
         the directors present, in person or by proxy as hereinafter provided,
         at a meeting at which a quorum is so present, shall constitute the
         decision of the Board of Directors. In the absence of a quorum, any
         director may adjourn any meeting from time to time until a quorum shall
         be present.

10.      BOARD OF DIRECTORS--ADOPTION OF RESOLUTIONS. All resolutions to be
         adopted at a meeting of the Board of Directors shall be adopted by
         majority of the votes cast, provided that in the event of an equality
         of votes, the vote(s) cast by the Chairman shall be decisive.

11.      BOARD OF DIRECTORS--MEETINGS BY TELEPHONE, ETC. Meetings of the Board
         of Directors may be held through conference telephone calls or other
         communication equipment allowing all persons participating in the
         meeting to hear each other or through any other device permitted by
         law, and participation in a meeting through any such lawful device or
         arrangement shall constitute presence at such meeting.

12.      BOARD OF DIRECTORS--ACTION BY WRITTEN CONSENT. When action by the Board
         of Directors is required or permitted to be taken, action at a meeting
         may be dispensed with if all the directors shall consent in writing to
         such action taken or being taken.

13.      BOARD OF DIRECTORS--PROXIES. Directors may by telegram, telefax or
         other written instrument appoint a proxy to act on their behalf at any
         designated meeting or meetings of the Board of Directors. Such proxy
         can only be another director of the company.

14.      COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors shall have
         the power and authority to create and disband committees of the Board
         of Directors, and each such committee shall have the authority and
         power as may from time to time be delegated to it by the Board of
         Directors and shall operate under the ultimate responsibility of the
         Board of Directors.

                          OFFICERS AND REPRESENTATIVES
                                   ARTICLE 11

1.       CHAIRMAN AND OTHER OFFICERS AND AGENTS. The Board of Directors may
         designate a


<PAGE>
                                       15


         Chairman (the "Chairman") from among the directors. The Board of
         Directors may further from time to time elect a president, one or more
         vice-presidents (including executive or senior vice-presidents), a
         controller, one or more assistant controllers, a treasurer, one or more
         assistant treasurers, a secretary, one or more assistant secretaries
         and any such other officers and agents as it determines proper, all of
         whom shall hold office at the pleasure of the Board of Directors. The
         same person may hold any two or more of the aforesaid offices but no
         officer shall execute, acknowledge or verify an instrument in more than
         one capacity if such instrument is required by law or by these articles
         of incorporation to be executed, acknowledged or verified by two or
         more officers. The Chairman must be a director, but the other officers
         of the company need not be members of the Board of Directors.

2.       REPRESENTATION OF THE COMPANY. The company shall be represented at law
         and otherwise, and shall be bound with respect to third parties, by (i)
         any two directors acting jointly, (ii) any director together with any
         of the following persons listed in (i) through (vii) below, acting
         jointly, or (iii) any two of the following persons acting jointly,
         provided such persons are authorized by the Board of Directors to
         represent the company with the following titles:

         (i)      Chairman;

         (ii)     president;

         (iii)    vice-presidents (including any executive vice-presidents or
                  senior vice-presidents);

         (iv)     treasurer or assistant treasurer;

         (v)      officer;

         (vi)     secretary or assistant secretary;

         (vii)    controller or assistant controller.

         The Board of Directors may also from time to time authorize other
         persons, who may or may not be directors, to represent the company, who
         shall have such other titles as the Board of Directors may determine,
         provided that at all times any two of such persons can only represent
         the company acting jointly.



<PAGE>
                                       16


3.       ADDITIONAL POWER AND AUTHORITY OF REPRESENTATIVES. The persons holding
         the above mentioned titles which the Board of Directors may from time
         to time authorize as herein provided, shall have such power and
         authority as the Board of Directors may from time to time grant each of
         them respectively.

4.       ADDITIONAL RULES AND REGULATIONS. The Board of Directors may adopt and
         may amend and repeal such rules, regulations and resolutions as it may
         deem appropriate for the conduct of the affairs and the management of
         the company, including rules, regulations and resolutions setting forth
         the specific powers and duties of the holders of the above-mentioned
         titles (not being directors of the company), other persons and
         committees of the Board of Directors authorized by the Board of
         Directors to represent the company. Such rules, regulations and
         resolutions must be consistent with these articles of incorporation.
         Any restrictions of the powers of representation of the holders of the
         above-mentioned titles (other than any director) will take effect on
         the day after the resolutions, rules or regulations containing such
         restrictions have been filed at the Commercial Register of the Chamber
         of Commerce and Industry in Curacao, and such other places in the
         Netherlands Antilles where the company conducts its business.

5.       COMPENSATION OF REPRESENTATIVES. The directors, the holders of the
         above-mentioned titles and any other persons authorized by the Board of
         Directors to represent the company shall receive such compensation as
         the General Meeting (in the case of the directors) may from time to
         time determine or approve and the Board of Directors (in the case of
         all other persons not being directors) may from time to time determine.

             INDEMNIFICATION, ADVANCEMENT OF EXPENSES AND INSURANCE
                                   ARTICLE 12

1.       INDEMNIFICATION NOT IN CONNECTION WITH ACTIONS BY OR IN RIGHT OF THE
         COMPANY. The company shall have the power to indemnify, and shall
         indemnify to the fullest extent permitted by applicable law, any person
         who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the company) by reason of the fact that such
         person is or was a director, officer, employee or agent of the company,
         or is or was serving at the request of the company as a director,
         officer, employee or agent of another company, partnership, joint
         venture, trust or other enterprise or entity, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by such person in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner such person reasonably believed to be in or not
         opposed to the best interests of the company and with respect to any
         criminal action or proceeding, had no reasonable cause to believe that
         its conduct was unlawful. The termination of


<PAGE>
                                       17


         any action, suit or proceeding by judgment, order, settlement,
         conviction or upon a plea of nolo contendere or its equivalent shall
         not, of itself, create a presumption that the person did not act in
         good faith and in a manner which was reasonably believed to be in or
         not opposed to the best interests of the company.

2.       INDEMNIFICATION IN CONNECTION WITH ACTIONS BY OR IN RIGHT OF THE
         COMPANY. The company shall have the power to indemnify, and shall
         indemnify to the fullest extent permitted by applicable law, any person
         who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of
         the company to procure a judgment in its favor by reason of the fact
         that such person is or was a director, officer, employee or agent of
         the company or is or was serving at the request of the company as a
         director, officer, employee or agent of another company, partnership,
         joint venture, trust or other enterprise or entity, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by such person in
         connection with the defense or settlement of such action or suit if
         such person acted in good faith and in a manner he reasonably believed
         to be in or not opposed to the best interests of the company and except
         that no indemnification shall be made in respect of any claim, issue or
         matters as to which such person shall have been finally adjudged to be
         liable to the company for improper conduct unless and only to the
         extent that the court in which such action or suit was brought or any
         other court having appropriate jurisdiction shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses, judgments, fines and amounts
         paid in settlement which the court in which the action or suit was
         brought or such other court having appropriate jurisdiction shall deem
         proper.

3.       RELATED EXPENSES. To the extent that a director, officer, employee or
         agent of the company has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to paragraph 1 and
         paragraph 2 of this article, or in defense of any claim, issue or
         matter therein, such person shall be indemnified against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection therewith.

4.       CERTAIN LIMITATIONS ON INDEMNIFICATION. Any indemnification under
         paragraph 1 and paragraph 2 of this article (unless ordered by a court)
         shall be made by the company only as authorized by contract approved,
         or resolution or other action adopted or taken, by the Board of
         Directors or by the shareholders.

5.       ADVANCEMENT OF EXPENSES. Expenses incurred in defending a civil or
         criminal action, suit or proceeding may be paid by the company in
         advance of the final disposition of


<PAGE>
                                       18


         such action, suit or proceeding upon receipt of an undertaking by or on
         behalf of the applicable director, officer, employee or agent to repay
         such amount if it shall ultimately be determined that such person is
         not entitled to be indemnified by the company as authorized by this
         article 12.

6.       INDEMNIFICATION AND ADVANCEMENT OF EXPENSES NOT EXCLUSIVE. The
         indemnification and advancement of expenses provided by or granted
         pursuant to the other paragraphs of this article 12 shall not be deemed
         exclusive of any other rights to which those seeking indemnification or
         advancement of expenses may be entitled under any law, agreement, vote
         of shareholders or disinterested directors, or otherwise, both as to
         action in its official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

7.       INSURANCE. The company shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the company or is or was serving at the request of
         the company as a director, officer, employee or agent of another
         company, partnership, joint venture, trust or other enterprise against
         any liability asserted against him or her and incurred by him or her in
         any such capacity, or arising out of his or her status as such, whether
         or not the company would have the power to indemnify him or her against
         such liability under the provisions of this article 12.

                        GENERAL MEETINGS OF SHAREHOLDERS
                                   ARTICLE 13

1.       GENERAL. All general meetings of shareholders (each, a "General
         Meeting") shall be held on any one of the Islands of the Netherlands
         Antilles.

2.       TIMING. The annual General Meeting shall be held as early as reasonably
         practicable, and in any event not later than the first day of June,
         after the close of the company's preceding financial year.

3.       ACTIONS TO BE TAKEN. At the annual General Meeting:

         a.       the Board of Directors shall render a report on the business
                  of the company and the conduct of its affairs during the
                  preceding financial year;

         b.       the balance sheet and the profit and loss account shall be
                  determined, set and adopted after having been submitted
                  together with an explanatory statement



<PAGE>
                                       19


                  (together, the "annual accounts"), stating by which standards
                  the movable and immovable property of the company have been
                  appraised;

         c.       the person or persons referred to in paragraph 5 of article 10
                  hereof shall be appointed;

         d.       the appropriation of profits shall be made; and

         e.       such other proposals included in the agenda specified in the
                  notice of the meeting shall be dealt with.

                 GENERAL MEETINGS--PLACE, CONVOCATION AND VOTING
                                   ARTICLE 14

1.       TIMING OF OTHER GENERAL MEETINGS. Other than the annual General
         Meeting, all General Meetings shall be held as often as the Board of
         Directors shall deem necessary.

2.       CONVENING BY BOARD OF DIRECTORS. With due observance of paragraph 3 of
         article 14, all General Meetings shall be exclusively convened by the
         Board of Directors.

3.       REQUEST BY SHAREHOLDERS TO CONVENE. Shareholders representing in the
         aggregate at least one tenth of the outstanding capital of the company
         may request the Board of Directors to convene a General Meeting,
         stating the subjects to be discussed. If the Board of Directors has not
         convened a meeting within four weeks after the request, the person(s)
         who requested the convening of the meeting shall be authorized to
         petition the competent courts of the Netherlands Antilles for
         authorization to convene such meeting, but only in accordance with, and
         subject to, the provisions of Article 82 of the Commercial Code of the
         Netherlands Antilles. A copy of the notice to convene such meeting
         shall be sent to the company at its principal office, and shall be
         given to the Board of Directors.

4.       METHOD OF CONVOCATION AND NOTIFICATION. All convocations of General
         Meetings and all notifications to shareholders shall be made by letter
         mailed to the addresses of shareholders appearing in the Register.

5.       TIMING OF CONVOCATION -RECORD DATE. The convocation shall take place no
         later than ten days prior to the date of the meeting, excluding the
         date of the sending of the notice and the date of the meeting. The
         Board of Directors may set a record date for any General Meeting which
         shall be no less than seven days and no more than sixty days prior to
         the date of the meeting, to verify the eligibility of shareholders to
         vote, as well as to verify the ownership level of any shareholders
         under the provisions of article 9 of these articles of incorporation.



<PAGE>
                                       20


6.       AGENDA. The agenda for the meeting shall be specified in the
         convocation of the meeting or it shall be stated that the shareholders
         may take cognizance thereof at the principal office of the company.

7.       PERSON PRESIDING. General meetings shall be presided over by the
         Chairman or any other director, or, in their absence at such meeting,
         by a person designated thereto by the meeting.

8.       MAJORITY VOTES - QUORUM. All resolutions of General Meetings shall be
         taken by an absolute majority of votes, for which meeting a quorum
         exists of at least one-third of the aggregate outstanding voting shares
         in the capital of the company present or represented thereat, except
         where otherwise provided in these articles of incorporation.

9.       PROXIES. Shareholders may be represented at the meeting by a proxy
         authorized in writing, which shall include any message transmitted by
         telegram or telefax or other means of written communication.

10.      VOTE PER SHARE. At a General Meeting, one vote may be cast for each
         class A share and one vote may be cast for each class B share. Holders
         of class C shares shall not be entitled to vote, other than in the case
         of, and subject to the provisions of, Article 93a of the Commercial
         Code of the Netherlands Antilles, in which case one vote may be cast
         for each class C share.

11.      INTERESTED VOTES; ABSTENTIONS AND INVALIDLY CAST VOTES. Valid votes may
         also be cast for the shares of those who, other than as shareholders of
         the company, would acquire any right or be discharged from any
         obligation towards the company by the resolution to be adopted.
         Abstentions and invalidly cast votes shall not be counted as votes at a
         General Meeting.

12.      VALIDITY OF CERTAIN RESOLUTIONS AS A RESULT OF UNANIMOUS ACTIONS.
         Provided and as long as the entire issued share capital is represented
         at any General Meeting, valid resolutions may be adopted, even when the
         provisions of these articles of incorporation with respect to
         convocation and specification of the agenda have not or have only
         partially been observed, provided that such resolutions are unanimously
         adopted.

13.      PARTICIPATIONS OF DIRECTORS. Each director shall in his or her capacity
         be entitled to attend, address and advise the General Meeting.



<PAGE>
                                       21


                                 FINANCIAL YEAR
                                   ARTICLE 15

         TERM OF FINANCIAL YEAR. The financial year of the company shall run
         from the first day of January of each year up to and including the last
         day of December of such year.

                       ANNUAL ACCOUNTS; BOOKS AND RECORDS
                                   ARTICLE 16

1.       ANNUAL ACCOUNTS--TIMING AND MANNER OF SUBMISSION. Within five (5)
         months after the close of the company's financial year, the annual
         accounts shall be submitted to the shareholders by the Board of
         Directors. Each director shall sign the annual accounts; if the
         signature of any director is lacking, then this shall be stated therein
         together with the reason thereof.

2.       MAINTENANCE OF BOOKS AND RECORDS AND ANNUAL ACCOUNTS. The company shall
         maintain its books and records, as well as the annual accounts by which
         the profit is determined, on the basis of generally accepted accounting
         principles in effect in the United States of America ("US GAAP").

3.       ANNUAL ACCOUNTS--ADOPTION BY ANNUAL GENERAL MEETING. The annual
         accounts shall be adopted by the annual General Meeting.

             DEFINITIONS/ GENERAL PROVISION ON PROFIT AND RESERVES;
                    PAYMENT OF MINIMUM QUARTERLY DISTRIBUTION
                        AND OTHER AMOUNTS TO SHAREHOLDERS
                                   ARTICLE 17

1.       DEFINITIONS. For the purpose of the payment by the company of
         distributions on its shares by dividend or otherwise, the following
         definitions are used. For purposes of this article 17, for accounting
         purposes and otherwise, the term "company" shall be deemed to include
         Statia Terminals Group N.V. and its subsidiaries on a consolidated
         basis in accordance with U.S. GAAP.

         (i)      ACQUISITION: Acquisition manes any transaction in which the
                  company acquires (through an asset acquisition, merger, stock
                  acquisition or other form of investment) control over all or a
                  portion of the assets, properties or business of another
                  person for the purpose of increasing the operating capacity or
                  revenues of the company over the operating capacity or
                  revenues of the company existing immediately prior to such
                  transaction.


<PAGE>
                                       22


         (ii)     ADJUSTED OPERATING SURPLUS: For any period, Adjusted Operating
                  Surplus means:

                  (1)      the Operating Surplus generated during that period,
                           as adjusted to:

                  (a)      decrease Operating Surplus by:

         (1)      any net increase in Working Capital Borrowings during that
                  period, and

         (2)      any net reduction in cash reserves for Operating Expenditures
                  during that period not relating to an Operating Expenditure
                  made during that period; and

                  (b)      increase Operating Surplus by:

         (1)      any net decrease in Working Capital Borrowings during that
                  period, and

         (2)      any net increase in cash reserves for Operating Expenditures
                  during that period required by any debt instrument for the
                  repayment of principal, interest or premium.

         Adjusted Operating Surplus does not include that portion of Operating
         Surplus included in clause (a) (1) of the definition of Operating
         Surplus.

         (iii)    AVAILABLE CASH: For any calendar quarter prior to the
                  dissolution and liquidation of the company, Available Cash
                  means:

                  (a)      the sum of:

                           (1)      all of the company's cash and cash
                                    equivalents on hand at the end of that
                                    quarter, and

                           (2)      all of the company's additional cash and
                                    cash equivalents on hand on the date of
                                    determination of Available Cash for that
                                    quarter resulting from Working Capital
                                    Borrowings made after the end of that
                                    quarter;

         LESS

                  (b)      the amount of any cash reserves necessary or
                           appropriate in the reasonable discretion of the Board
                           of Directors to:


<PAGE>
                                       23


                           (1)      provide for the proper conduct of the
                                    company's business, including reserves for
                                    future capital expenditures and for the
                                    company's anticipated future credit needs,
                                    after that quarter,

                           (2)      provide funds for Target Quarterly
                                    Distributions and cumulative Common Share
                                    Arrearages (as defined below) for any one or
                                    more of the next four quarters, or

                           (3)      comply with applicable law or any loan
                                    agreement, security agreement, mortgage,
                                    debt instrument or other agreement or
                                    obligation to which the company is a party
                                    or by which the company or any of its
                                    subsidiaries is bound or to which any of
                                    their respective assets are subject.

         With respect to Available Cash, the Board of Directors may not
         establish cash reserves pursuant to (b) (2) above if the effect of
         those reserves would be that the company is unable to distribute the
         Target Quarterly Distribution on all common shares, plus any cumulative
         Common Share Arrearage for that quarter; and disbursements made by the
         company or cash reserves established, increased or reduced after the
         end of that quarter but on or before the date of determination of
         Available Cash for that quarter shall be deemed to have been made,
         established, increased or reduced for purposes of determining Available
         Cash within that quarter if the Board of Directors so determines.
         However, Available Cash for the quarter in which the dissolution and
         liquidation of the company occurs and any quarter after that will equal
         zero.

         (iv)     CAPITAL IMPROVEMENTS: Additions or improvements to the capital
                  assets owned by the company or the acquisition of existing, or
                  the construction of new, capital assets (including terminaling
                  and storage facilities and related assets), in each case made
                  to increase the operating capacity or revenue of the Company
                  existing immediately prior to such addition, improvement,
                  acquisition or construction.

         (v)      COMMON SHARE ARREARAGES: Common Share Arrearages means the
                  amount by which the Target Quarterly Distribution in any
                  quarter during the Subordination Period exceeds the
                  distribution of Available Cash from Operating Surplus actually
                  made for that quarter on all common shares issued and
                  outstanding on or after the Initial Issue Date, cumulative for
                  that quarter and all prior quarters during the Subordination
                  Period; provided that the Common Share Arrearages will not
                  accrue interest and provided further that no Common Share
                  Arrearages will accrue after the distribution of any proceeds
                  from a Sale Event (as defined in article 17A).



<PAGE>
                                       24


         (vi)     INTERIM CAPITAL TRANSACTIONS: The following transactions, if
                  they occur prior to the dissolution and liquidation of the
                  company, are Interim Capital Transactions:

                  (i)      any of the company's borrowings, refinancings of
                           indebtedness and sales of debt securities (other than
                           Working Capital Borrowings and other than for items
                           purchased on open account in the ordinary course of
                           business);

                  (ii)     sales by the company of equity interests (other than
                           any common shares issued and sold to any of the
                           company's underwriters of the initial public offering
                           of the common shares for the exercise of their
                           over-allotment option at the time of the company's
                           initial public offering); and

                  (iii)    sales or other voluntary or involuntary dispositions
                           of the company's assets, except for sales or other
                           dispositions of:

                           (a)      inventory in the ordinary course of
                                    business,

                           (b)      accounts receivable and other assets in the
                                    ordinary course of business, and

                           (c)      assets as a part of normal retirements or
                                    replacements.

                  (vii)    OPERATING EXPENDITURES: All expenditures, including
                           but not limited to, taxes, debt service payments and
                           capital expenditures, are Operating Expenditures,
                           except the following:

                  (a)      payments or prepayments of principal and premium on
                           indebtedness:

                           (1)      required in connection with the sale or
                                    other disposition of assets; or

                           (2)      made in connection with the refinancing or
                                    refunding of indebtedness with the proceeds
                                    from new indebtedness or from the sale of
                                    equity interests.

         For the purpose hereof, at the election and in the reasonable
         discretion of the Board of Directors, any payment of principal or
         premium will be deemed to be refunded or refinanced by any indebtedness
         incurred or to be incurred by the company within 180 days before or
         after that payment to the extent of the principal amount of that
         indebtedness.



<PAGE>
                                       25


                  (b)      (1) capital expenditures made for Acquisitions or for
                               Capital Improvements;

                           (2) payment of transaction expenses relating to
                               Interim Capital Transactions; or

                           (3) distribution(s) to shareholders, in the form of
                               dividend or otherwise.

         For the purpose hereof, where capital expenditures are made partially
         for Acquisitions or Capital Improvements and partially for other
         purposes, the Board of Directors' allocation as made in good faith
         between the amounts paid for each will be deemed conclusive.

         (viii)   OPERATING SURPLUS: For any period prior to the date of
                  dissolution and liquidation of the company on a cumulative
                  basis, Operating Surplus is:

         (a)      the sum of:

                  (1)      US$7.5 million,

                  (2)      any net positive working capital on hand as of the
                           close of business on the Initial Issue Date,

                  (3)      all cash receipts for the period beginning on the
                           Initial Issue Date and ending on the last day of that
                           period, other than cash receipts from Interim Capital
                           Transactions, and

                  (4)      all cash receipts after the end of that period but on
                           or before the date of determination of Operating
                           Surplus for that period resulting from Working
                           Capital Borrowings;

         LESS

         (b)      the sum of:

                  (1)      Operating Expenditures for the period beginning on
                           the Initial Issue Date and ending with the last day
                           of that period, and

                  (2)      the amount of cash reserves that is necessary or
                           advisable to be kept in the reasonable discretion of
                           the Board of Directors to provide funds for future
                           Operating Expenditures.


<PAGE>
                                       26


         For the purposes hereof, disbursements made or cash reserves
         established, increased or reduced after the end of this period but on
         or before the date of determination of Available Cash for this period
         will be deemed to have been made, established, increased or reduced for
         purposes of determining Operating Surplus within this period if the
         Board of Directors so determines. However, Operating Surplus for the
         quarter in which the company's dissolution and liquidation occurs and
         any subsequent quarter will be equal to zero.

         (ix)     UNRECOVERED INITIAL PRICE: At any time, the Unrecovered
                  Initial Price is the initial public offering price per common
                  share issued on the Initial Issue Date (the "Initial Price"),
                  after:

                  (1)      subtracting all distributions on or after the Initial
                           Issue Date to shareholders, in the form of dividend
                           or otherwise, from Interim Capital Transactions;

                  (2)      subtracting any distributions of cash on or after the
                           Initial Issue Date in connection with the company's
                           dissolution and liquidation; and

                  (3)      adjusting this price as the Board of Directors
                           determined is needed to reflect any distribution,
                           subdivision or combination of the common and/or
                           subordinated shares on or after the Initial Issue
                           Date.

         (x)      WORKING CAPITAL BORROWINGS: Working Capital Borrowings are
                  borrowings made by the company exclusively for working capital
                  purposes and made pursuant to a credit facility or other
                  arrangement that requires all borrowings under that
                  arrangement to be reduced to a relatively small amount each
                  year for an economically meaningful period of time, all in the
                  reasonable judgment of the Board of Directors.

The provisions of this article 17 will, other than the provisions set forth in
paragraphs 2, 3, 4 and 5 of this article 17, not apply to a Sale Event (as
defined in article 17A) or any distribution made to the shareholders of the
company from the proceeds of a Sale Event.

2.       DEFINITION AND DETERMINATION OF PROFIT. The profit of any financial
         year, by which term is meant the net profit according to the adopted
         annual accounts of the company for such year, shall be determined by
         the annual General Meeting.

3.       AUTHORITY - DISTRIBUTION DIVIDEND/RESERVES. The Board of Directors is
         the corporate body authorized to distribute and/or reserve profit of
         the company, as established, from time to time in the form of dividends
         by the General Meeting. In addition, the Board of Directors may set up,
         cancel, and distribute from time to time from one or more reserves to,
         or for the benefit of, its shareholders. Distributions shall be paid in
         cash unless the Board of Directors has authorized a distribution in
         kind.


<PAGE>
                                       27


4.       AUTHORITY - DISTRIBUTION INTERIM-DIVIDEND. If and to the extent that
         the Board of Directors has the reasonable expectation that sufficient
         profit shall be made for the relevant financial year, it may declare
         and pay from time to time during a calendar quarter one or more interim
         distributions on any class of shares in the form of interim-dividend.
         At the time of a declaration and payment of interim dividends, the
         Board of Directors may, by a duly adopted resolution thereto, qualify
         any amounts payable or paid, which cannot ultimately be covered by the
         profit for the relevant financial year, as payment out of freely
         distributable reserves, including, but not limited to, capital surplus
         reserves, insofar as available.

5.       CERTAIN EFFECTS OF LOSSES. In the event that the profit and loss
         account shows a loss for any given year, which loss cannot be covered
         by the reserves or compensated in another manner, no profit can be
         distributed in any subsequent year, until such loss has been recovered
         or otherwise offset by reserves.

6.       PAYMENT OF AVAILABLE CASH/TARGET QUARTERLY DISTRIBUTION.

6.1.     GENERAL. The company shall pay, from legally available funds therefore,
         on a quarterly basis, all of its Available Cash, in the manner as set
         out in this paragraph 6. For the purpose of this paragraph 6 of this
         article 17, whenever reference is made to a distribution of Available
         Cash, out of Operating Surplus or Interim Capital Transactions, such
         distributions shall be, with due observance of the provisions of
         paragraph 6.2 through paragraph 6.5 hereof, made by or on behalf of the
         company in cash as a distribution from profit, as a dividend or
         interim-dividend, as the case may be, or from freely distributable
         reserves, including capital surplus reserves, to and for the benefit of
         its shareholders.

6.2.     TARGET QUARTERLY DISTRIBUTION - COMMON SHARES. The company shall, out
         of Available Cash, pay an amount equal to US$0.45 per common share per
         calendar quarter (hereinafter referred to as the "Target Quarterly
         Distribution") or US$1.80 per common share on an annual basis, plus any
         Common Share Arrearages from any prior quarters, prior to any
         distributions on the subordinated shares in the manner set forth below
         in this article.

6.3.     TARGET QUARTERLY DISTRIBUTION - SUBORDINATED SHARES. Only after the
         common shares have received the Target Quarterly Distribution plus any
         Common Share Arrearages thereon, the company shall, out of Available
         Cash, pay on each subordinated share an amount equal to the Target
         Quarterly Distribution per calendar quarter, provided however, that no
         subordinated share shall be entitled to any arrearages.


<PAGE>
                                       28


6.4.     SOURCES OF FUNDS. For the purpose of a distribution by the company to
         pay the Target Quarterly Distribution and such other amounts as set out
         in this article to its shareholders, the company shall use as source of
         funds for payment of Available Cash funds from Operating Surplus and/or
         from Interim Capital Transactions, with due observance of the
         limitation set out in this article and paragraph 6.8 in particular. In
         this respect, for accounting purposes or otherwise, all Available Cash
         paid as a distribution to shareholders from any source will be treated
         as a distribution from Operating Surplus until the sum of all Available
         Cash paid as a distribution since the Initial Issue Date equals the
         Operating Surplus as of the end of the quarter prior to that
         distribution. Any Available Cash in excess of that amount (regardless
         of its source) will be deemed to be from Interim Capital Transactions
         and paid accordingly. If Available Cash from Interim Capital
         Transactions is paid as a distribution for each common share in an
         aggregate amount per common share equal to the Initial Price of that
         common share, plus any Common Share Arrearages, the distinction between
         Operating Surplus and Interim Capital Transactions will cease, and all
         distributions of Available Cash will be treated as if they were made
         from Operating Surplus.

6.5.     DIVIDEND AND OTHER DISTRIBUTIONS. With due observance of the foregoing
         paragraph 6.1 through paragraph 6.4, the company shall pay on each
         common share, each subordinated share and each incentive share the
         following amounts out of Available Cash:

6.5.1.   DISTRIBUTIONS FROM OPERATING SURPLUS DURING SUBORDINATION PERIOD.
         Distributions of Available Cash from Operating Surplus, if any, for any
         quarter during the Subordination Period will be made in the following
         manner:

         (a)      FIRST, 100% to the common shares, pro rata, until each
                  outstanding common share has been paid an amount equal to the
                  Target Quarterly Distribution for that quarter;

         (b)      SECOND, 100% to the common shares, pro rata, until each
                  outstanding common share has been paid an amount equal to any
                  Common Share Arrearages accrued and unpaid for any prior
                  quarters during the Subordination Period;

         (c)      THIRD, 100% to the subordinated shares, pro rata, until each
                  outstanding subordinated share has been paid an amount equal
                  to the Target Quarterly Distribution for that quarter; and


<PAGE>
                                       29


         (d)      THEREAFTER, any Available Cash from Operating Surplus for that
                  quarter will be paid among the holders of common shares and
                  subordinated shares and the holders of incentive shares in the
                  following manner:

                  (1)      FIRST, 85% to all common and subordinated shares, pro
                           rata, and 15% to the incentive shares, pro rata,
                           until the common shares and subordinated shares have
                           received (including the Target Quarterly
                           Distribution) a total of $0.495 for that quarter to
                           each outstanding common share and subordinated share
                           (the "first additional distribution");

                  (2)      SECOND, 75% to all common shares and subordinated
                           shares, pro rata, and 25% to the incentive shares,
                           until the common and subordinated shares have
                           received (including the Target Quarterly
                           Distribution) a total of $0.675 for that quarter to
                           each outstanding common share and subordinated share
                           (the "second additional distribution");

                  (3)      THEREAFTER, 50% to all common shares and subordinated
                           shares, pro rata, and 50% to the incentive shares,
                           pro rata.

6.5.2.   DISTRIBUTION FROM OPERATING SURPLUS AFTER SUBORDINATION PERIOD.
         Distributions paid out Available Cash from Operating Surplus, if any,
         for any quarter after the Subordination Period will be made in the
         following manner:

         (a)      FIRST, 100% to all common shares, pro rata, until each share
                  has been paid an amount equal to the Target Quarterly
                  Distribution for that quarter; and

         (b)      THEREAFTER, in the manner set forth in paragraph 6.5.1.,
                  section (d) (1) through (3) set forth above of this article,
                  with due observance of the fact that no subordinated shares
                  shall be outstanding after the Subordination Period.

6.5.3.   DISTRIBUTIONS FROM INTERIM CAPITAL TRANSACTIONS. Distributions of
         Available Cash from Interim Capital Transactions for any quarter during
         or after the Subordination Period will be made in the following manner:

         (a)      FIRST, 100% to the common shares and subordinated shares, if
                  any, pro rata until each outstanding common share has been
                  paid Available Cash from Interim Capital Transactions in an
                  aggregate amount per common share equal to the Initial Price;


<PAGE>
                                       30


         (b)      SECOND, 100% to the common shares until each outstanding
                  common share has been paid Available Cash from Interim Capital
                  Transactions in an aggregate amount equal to any unpaid Common
                  Share Arrearages; and

         (c)      THEREAFTER, all distributions of Available Cash from Interim
                  Capital Transactions will be made as if they were from
                  Operating Surplus, in the manner of paragraph 6.5.1. and
                  6.5.2. of this article, as applicable.

6.6.1.   ADJUSTMENT OF TARGET QUARTERLY DISTRIBUTION - ADDITIONAL DISTRIBUTION
         LEVELS. Upon a distribution of Available Cash from Interim Capital
         Transactions, the Target Quarterly Distribution and the additional
         distribution levels as referred to in paragraph 6.2. and 6.5.1. (d) (1)
         through (3) of this article, respectively, will be adjusted by the
         Board of Directors downward by multiplying each such amount by a
         fraction equal to:

         (1)      the Unrecovered Initial Price;

         divided by

         (2)      the Initial Price, or the Unrecovered Initial Price, as the
                  case may be, of the common shares immediately prior to that
                  distribution of Available Cash from Interim Capital
                  Transactions.

6.6.2.   ADDITIONAL ADJUSTMENTS. In addition to the provisions of paragraph
         6.6.1. above, in the event of any combination or subdivision of common
         shares (whether effected by a distribution by way of dividend or
         otherwise payable in common shares or otherwise) but not by reason of
         the issuance of additional common shares for cash or property, the
         following amounts will be proportionately adjusted upward or downward,
         as appropriate, by the Board of Directors:

         (a)      the Target Quarterly Distribution;

         (b)      the additional distribution levels;

         (c)      the Unrecovered Initial Price;

         (d)      the number of additional common shares issuable during the
                  Subordination Period without a shareholder vote pursuant to
                  the provision of paragraph 3 of article 4 of these articles of
                  incorporation;


<PAGE>
                                       31


         (e)      the number of common shares outstanding upon conversion of
                  subordinated shares; and

         (f)      other amounts calculated on a per common share and/or
                  subordinated share basis.

6.7.     PAYMENT OF AVAILABLE CASH; HOLDERS OF RECORD ENTITLED THERETO. Each
         distribution from Available Cash shall be made by the company to the
         holders of record as they appear in the Register on such record date,
         approximately forty-five days after the end of each calendar quarter,
         commencing with the calendar quarter ending June 30, 1999, as shall be
         fixed by the Board of Directors from time to time. Any distribution of
         the Target Quarterly Distribution or of amounts of the additional
         distribution levels as referred to in paragraph 6.2. and paragraph
         6.5.1. of this article, respectively, for the period from the Initial
         Issue Date through June 30, 1999 will be adjusted downward by the Board
         of Directors based on the actual length of such period.

6.8.     AMOUNT OF DISTRIBUTABLE AVAILABLE CASH AS DIVIDENDS OR OTHERWISE -
         INDENTURE LIMITATION - SENIOR NOTES INDENTURE. If on any distribution
         date, being a date as set by the Board of Directors to pay the Target
         Quarterly Distribution out of Available Cash and/or such or other
         amounts on the shares as set out in this article, during or after the
         Subordinated Period, an Indenture Limitation (as defined below) is in
         effect, the Board of Directors shall determine the amount, if any, of
         dividends or other distributions out of Available Cash on the shares
         that the company shall be permitted to pay in cash to its shareholders
         consistent with the Indenture Limitation. For the purpose hereof, an
         "Indenture Limitation" shall be deemed to be in effect on any date to
         the extent that on such date any section of the Indenture shall
         prohibit or make impossible the payment of cash dividends by the
         company's subsidiaries to the company on such date. The "Indenture"
         means (i) that certain indenture dated as of November 27, 1996, as
         amended, pursuant to which the 113/4Mortgage Notes Due 2003 have been
         issued by Statia Terminals International N.V., a Netherlands Antilles
         company, and Statia Terminals Canada, Incorporated, a Nova Scotia,
         Canada company and as subsidiaries of the company, as in effect from
         time to time and (ii) any successor indenture pursuant to which debt
         obligations have been issued refinancing the debt obligation referred
         to in clause (i) above.

6.9.     DEFERRAL OF PAYMENT ON SUBORDINATED SHARES. The company shall with
         respect to any payment of Available Cash on the subordinated shares,
         defer the payment of the first US$ 6.8 million (being the amount equal
         to the aggregate Target Quarterly Distribution on the subordinated
         shares for one year) in the form of cash distributions, by dividend or
         otherwise, until the end of the Deferral Period (as defined below), but
         the same will be deemed paid for purposes of determining Available
         Cash, Operating



<PAGE>
                                       32


         Surplus, Adjusted Operating Surplus, additional distribution levels,
         early conversion rights and the expiration of the Subordinated Period.
         For the purpose hereof, the Deferral Period shall mean the period from
         the Initial Issue Date until the tests set forth below have been met
         for any quarter ending on or after June 30, 2001 for which:

         1)       distributions (by dividend or otherwise) of Available Cash
                  from Operating Surplus on the common shares and subordinated
                  shares (including deferred distributions) for each of the two
                  consecutive non-overlapping four-quarter periods immediately
                  preceding the date of determination that equaled or exceeded
                  the sum of the Target Quarterly Distribution on all of the
                  outstanding common shares and subordinated shares during such
                  periods;

         2)       the Adjusted Operating Surplus generated during each of the
                  two consecutive non-overlapping four-quarter periods
                  immediately preceding the date of determination that equaled
                  or exceeded the sum of the Target Quarterly Distribution on
                  all of the common and subordinated shares that were
                  outstanding on a fully diluted basis during those periods; and

         3)       there are no outstanding Common Share Arrearages.

6.10.    PAYMENT AFTER DEFERRAL PERIOD. After the Deferral Period, the company
         will pay on the subordinated shares until the deferred distributions
         have been paid in full all Available Cash from Operating Surplus
         remaining after all Common Share Arrearages and the Target Quarterly
         Distributions have been paid on all common shares and subordinated
         shares prior to any further distribution under the provisions of this
         article.

        DEFINITIONS/SPECIFIC PROVISION ON A SALE EVENT (AS DEFINED BELOW)
           OF OR BY THE COMPANY AND ON DISTRIBUTIONS TO SHAREHOLDERS
                       FROM THE PROCEEDS OF A SALE EVENT
                                   ARTICLE 17A

         In the event (a) the Board of Directors has adopted a resolution to
approve and to recommend to the General Meeting the adoption and approval of a
Sale Event, (b) the General Meeting has adopted and approved such Sale Event,
and (c) a definitive agreement has been entered into by or on behalf of the
company with a third party purchaser in connection with such Sale Event, and the
transactions contemplated by such definitive agreement have been consummated on
a date certain (the "CLOSING DATE"), THEN, with due observance of the provisions
of paragraphs 2, 3, 4 and 5 of article 17 of these articles of incorporation, a
distribution to the shareholders shall be made out of the proceeds received by
the company from such Sale Event in accordance with the following provisions:



<PAGE>
                                       33


1.       SALE EVENT DISTRIBUTION: A distribution of any proceeds received by the
         company from a Sale Event shall be made and be paid from legally
         available funds therefor, by or on behalf of the company in cash as a
         distribution from profit, as a dividend or interim-dividend, as the
         case may be, and/or from freely distributable reserves of the company
         including, but not limited to, capital surplus reserves, to and for the
         benefit of its shareholders.

2.       SALE EVENT: Sale Event shall mean a sale or other voluntary
         disposition, in a single transaction, of all or substantially all of
         the assets of the company comprising the capital stock of Statia
         Terminals International N.V., Statia Technology, Inc. and Statia
         Marine, Inc.

3.       DISTRIBUTION FROM SALE EVENT: Any distribution from proceeds received
         by the company on the Closing Date of a Sale Event (the "SALE
         PROCEEDS") shall be made by the Company in the following manner:

         (a)      FIRST, to the common shares, pro rata, until each issued and
                  outstanding common share has been paid an amount equal to
                  $18.00 (such amount being the value per common share
                  attributed to each common share by one or more independent
                  experts, as appointed by or on behalf of the company in
                  conjunction with the establishment of the going concern value
                  of the company);

         (b)      SECOND, after satisfaction in full of the payment of the
                  amounts under clause (a) above, to the subordinated shares,
                  pro rata, until each issued and outstanding subordinated share
                  has been paid an amount equal to $16.40 (such amount being the
                  value per subordinated share attributed to each subordinated
                  share by the company in conjunction with the establishment of
                  the going concern value of the company referred to in clause
                  (a) above);

         (c)      THIRD, after satisfaction in full of the payment of the
                  amounts under clauses (a) and (b) above, to the incentive
                  shares, pro rata, the balance of the Sale Proceeds MINUS (x)
                  the amount due from the company pursuant to the obligations of
                  the company under the 1999 Stock Option Plan, (y) the amount
                  necessary to satisfy any outstanding liabilities of the
                  company, as determined by the Board of Directors and (z)
                  $60,000, provided that if the amount determined pursuant to
                  this clause (c) is, in the aggregate, more than 5% of the Sale
                  Proceeds then the amount distributed to the incentive shares,
                  in the aggregate, shall be reduced to an amount equal to 5% of
                  the Sale Proceeds (such amount being the value per incentive
                  share attributed to each such incentive share by the company
                  in conjunction with the establishment of the going concern
                  value of the company referred to in clause (a) above); and

         (d)      FOURTH, if the amount that otherwise would have been
                  distributed to the incentive shares is reduced pursuant to the
                  proviso in clause (c) above, the balance of the Sale Proceeds
                  shall be distributed, pro rata, to each issued and outstanding
                  common share and each issued and outstanding subordinated
                  share such that the issued and outstanding common shares in




<PAGE>
                                       34


                  the aggregate receive 66% of such balance and the issued and
                  outstanding subordinated shares in the aggregate receive 34%
                  of such balance.

Any upward or downward adjustment after the Closing Date in the purchase price
determined in accordance with the definitive agreement entered into in
connection with the Sale Event shall result in a commensurate upward or downward
adjustment in the amount otherwise payable to the incentive shares and shall not
affect the distribution to the common shares or to the subordinated shares.

Distributions under this paragraph 3 shall satisfy in full any obligations with
respect to, and shall be in lieu of payment of, any Common Share Arrearages and
any deferred distributions declared on the Subordinated Shares, in each case
accrued and unpaid for any period.

             AMENDMENT OF THE ARTICLES OF INCORPORATION; DISSOLUTION
           AND LIQUIDATION OF THE COMPANY/DISTRIBUTION OF LIQUIDATION
            PROCEEDS/PROHIBITION AGAINST CERTAIN ACTIONS ADVERSE TO
                            CERTAIN CLASSES OF SHARES
                                   ARTICLE 18

1.       RESOLUTIONS TO AMEND THE ARTICLES OF INCORPORATION, TO DISSOLVE THE
         COMPANY OR TO SELL ITS ASSETS. Resolutions to amend the articles of
         incorporation, to dissolve the company or to sell all or substantially
         all of the assets of the company, including but not limited to, a Sale
         Event, may only be taken in a General Meeting by at least a sixty-six
         and two thirds percent majority of votes cast at which meeting at least
         one-half of the outstanding voting capital is represented.

2.       SECOND MEETING IN CERTAIN CIRCUMSTANCES. If the required capital is not
         represented at the meeting referred to paragraph 1 of this article, a
         second meeting shall be convened, to be held within one month after the
         first meeting, at which (second) meeting valid resolutions may then be
         taken with an absolute majority of votes cast, irrespective of the
         issued and outstanding voting capital represented.

3.       PROHIBITION AGAINST CERTAIN ACTIONS ADVERSE TO INCENTIVE SHARES. In
         accordance with the provisions of Article 93a of the Commercial Code of
         the Netherlands Antilles, the General Meeting shall not, without the
         vote of the absolute majority of holders of incentive shares then
         outstanding, amend, alter or repeal any of the provisions of these
         articles of incorporation so as to affect adversely the rights or
         powers of such incentive shares.

4.       PROCEDURES FOR LIQUIDATION. In the event of a dissolution of the
         company, the liquidation shall take place under such provisions as the
         General Meeting shall determine with due observance of (i) the
         remaining paragraphs of this article 18, and



<PAGE>
                                       35


         (ii) the provisions of applicable law on dissolution and liquidation of
         Netherlands Antilles companies.

5.       ALLOCATION OF PROFITS. If the profit and loss account covering the
         financial year closing per the date of the dissolution of the company
         shows a profit, this profit shall be allocated in conformity with the
         provisions of article 17 hereof.

6.       LIQUIDATION EVENT--DEFINITION AND ALLOCATION TO SHARES. In case of any
         dissolution, liquidation or winding up of the affairs of the company,
         whether voluntary or otherwise (a "Liquidation Event"), not
         constituting a Sale Event (as defined in these articles of
         incorporation) in which case paragraph 6A of this article 18 shall
         apply after satisfaction of all the company's creditors in the order of
         priority as set out by or under applicable law, proceeds of such
         liquidation will be distributed to the holders of common and
         subordinated shares and the holders of incentive shares in accordance
         with their respective priorities as described below, provided however,
         that the holders of common shares shall be entitled to receive, out of
         the assets of the company available for distribution to its
         shareholders, in cash, (i) their Unrecovered Initial Price, (ii) the
         amount of the Target Quarterly Distribution due on each such share,
         plus (iii) any arrearages, before any distribution shall be made to the
         holders of any other class of shares, as further described below. If
         the company is dissolved and liquidated before the end of the
         Subordination Period, any distribution will be made as follows:

         (a)      FIRST, 100% to the common shares, pro rata, until each common
                  share receives an amount equal to the sum of:

                  (1)      the Unrecovered Initial Price of such common share;

                  (2)      the amount of the Target Quarterly Distribution for
                           the quarter(s) during which the company's liquidation
                           occurs; and

                  (3)      any Unpaid Common Share Arrearages on that common
                           share;

         (b)      SECOND, 100% to the subordinated shares, pro rata, until each
                  subordinated share receives an amount equal to the sum of:

                  (1)      the Unrecovered Initial Price of that subordinated
                           share;

                  (2)      the amount of the Target Quarterly Distribution for
                           the quarter(s) during which the company's liquidation
                           occurs; and

                  (3)      any unpaid deferred distributions on that
                           subordinated share;




<PAGE>
                                       36


         (c)      THIRD, 85% to the common shares and subordinated shares, pro
                  rata, and 15% to the incentive shares, pro rata, until there
                  has been allocated under this paragraph (c) an amount per
                  common share and subordinated share equal to:

                  (1)      the cumulative excess of the first additional
                           distribution over the Target Quarterly Distribution
                           for all common shares and subordinated shares for
                           each quarter of the company's existence as from the
                           Initial Issue Date,

         LESS

                  (2)      the cumulative amount per share of any prior
                           distributions (by dividend or otherwise) of Available
                           Cash from Operating Surplus in excess of the Target
                           Quarterly Distribution that the company paid 85% to
                           the common shares and subordinated shares, pro rata,
                           and 15% to the incentive shares, pro rata, for each
                           quarter of the company's existence as from the
                           Initial Issue Date;

         (d)      FOURTH, 75% to the common shares and subordinated shares, pro
                  rata, and 25% to the incentive shares, pro rata, until there
                  has been allocated under this paragraph (d) an amount per
                  common share and subordinated share equal to:

                  (1)      the cumulative excess of the second additional
                           distribution over the first additional distribution
                           for each quarter of the company's existence as from
                           the Initial Issue Date,

         LESS

                  (2)      the cumulative amount per share of any distributions
                           of Available Cash from Operating Surplus in excess of
                           the first target distribution that the company paid
                           75% to the common shares and subordinated shares, pro
                           rata, and 15% to the incentive shares, pro rata, for
                           each quarter of the company's existence as from the
                           Initial Issue Date; and

         (e)      THEREAFTER, 50% to all common shares and subordinated shares,
                  pro rata, and 50% to the incentive shares, pro rata.

18.6A. SALE EVENT/DISTRIBUTION IN CONJUNCTION WITH A LIQUIDATION EVENT

In case of a Liquidation Event following the distribution of the Sale Proceeds,
after satisfaction of all the company's creditors in the order of priority as
set out by or under applicable law,



<PAGE>
                                       37


any distribution of proceeds of such liquidation (the "LIQUIDATION PROCEEDS")
will be made to the holders of common and subordinated shares and the holders of
incentive shares as follows:

         (a)      FIRST, to the common shares, pro rata, until each common share
                  has received an amount equal to $18.00;

         (b)      SECOND, to the subordinated shares, pro rata, until each
                  subordinated share has received an amount equal to $16.40;

         (c)      THIRD, to the incentive shares, pro rata, all remaining
                  Liquidation Proceeds, if any,

                  PROVIDED HOWEVER THAT (x) with any such distribution under
         clauses (a) and (b), respectively, any amounts paid under Article 17A
         of these articles of incorporation, with respect to the common shares
         and the subordinated shares respectively, shall be deducted from the
         amount of Liquidation Proceeds prior to any allocation and payment of
         the foregoing distribution of Liquidation Proceeds and (y) no holder
         shall be entitled to any distribution under Article 17 hereof.

7.       If the dissolution and liquidation of the company occurs after the
         Subordination Period so as a result of which only common shares and
         incentive shares, if any, are outstanding, all of paragraph (b) above
         will no longer be applicable, and any reference to distribution on
         subordinated shares need no longer be followed. This paragraph shall
         not apply in the case of a distribution following a Sale Event in
         conjunction with a Liquidation Event under paragraph 6A of article 18
         of these articles of incorporation.

8.       LIQUIDATION EVENT--MAINTENANCE OF BOOKS AND RECORDS. During a period of
         ten years after the end of the liquidation relating to any Liquidation
         Event, the books and records of the company shall remain in the custody
         of the person designated for that purpose by the General Meeting.

                     SEPARATE MEETINGS OF CLASSES OF SHARES/
                            ACTION BY WRITTEN CONSENT
                                   ARTICLE 19

1.       GENERAL. Separate meetings of the holders of any class of shares shall
         be held and may be convened by the Board of Directors at the request of
         the holders of the respective classes of shares, being the holders of
         common shares, subordinated shares or incentive shares, by the holders
         of ten percent of any shares of such class issued and outstanding (each
         a "class meeting").


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                                       38


2.       CONVOCATION. A convocation of such class meeting shall be given by
         means of a written notice mailed not fewer than ten days and no more
         than thirty days prior to the date of the meeting to the address of
         each holder of a class of shares, appearing in the Register.

3.       AGENDA. The notice shall contain the agenda of the meeting or shall
         state that it may be examined by the holders of such class of shares
         for inspection at the registered office of the company.

4.       SEPARATE MEETING AS DETERMINED BY BOARD OF DIRECTORS. Separate meetings
         may also be held as often as the Board of Directors deems necessary.

5.       RESOLUTIONS OUTSIDE MEETINGS BY WRITTEN CONSENT FOR A CLASS OF SHARES
         ONLY; RECORDS. Resolutions of holders of a class of shares may also be
         adopted by written consent (without recourse to a separate meeting of
         holders of a class as provided herein), provided (i) all holders of
         shares of such class have had an opportunity to express themselves in
         connection with such action by written consent and (ii) such expression
         is made in writing. The Board of Directors shall keep a record of the
         resolutions thus made by written consent.

6.       APPLICATION OF PROVISIONS OF ARTICLES OF INCORPORATION AND LAWS. All
         the provisions of these articles of incorporation and the laws of the
         Netherlands Antilles as to General Meetings, in as far as possible,
         apply to separate meetings, except as otherwise specifically provided
         in this article 19.