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                                                                    Exhibit 4.21


                                    GUARANTY

                                                               December 20, 2000

         WHEREAS, STATIA MARINE, INC., a Cayman Islands exempted company, having
an office at P.O. Box 309, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands, British West Indies (the "BORROWER"), has applied to
TRANSAMERICA EQUIPMENT FINANCIAL SERVICES CORPORATION, a Delaware corporation
having an office at Riverway II, West Office Tower, 9399 West Higgins Road,
Rosemont, Illinois 60018 ("LENDER"), for a loan in the principal sum of Seven
Million and no/100 Dollars ($7,000,000) (the "LOAN"), which Loan will be
evidenced by a promissory note (the "Note") dated December 20, 2000, made and
subscribed by the Borrower in the original principal sum of Seven Million and
no/100 Dollars ($7,000,000), secured and advanced pursuant to a Loan Agreement
dated December 20, 2000 by and between the Borrower and the Lender (the "Loan
Agreement") Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Loan Agreement;

         WHEREAS, Lender is willing to make the Loan to the Borrower only if the
Loan is fully and absolutely guaranteed by STATIA TERMINALS GROUP N.V., a
limited liability company organized and existing under the laws of the
Netherlands Antilles (the "GUARANTOR"), all in accordance with the terms and
conditions of this Guaranty (this "GUARANTY");

         NOW, THEREFORE, in consideration of the collateral and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, and in order to induce Lender to make the Loan to the Borrower,
the Guarantor hereby acknowledges, agrees and confirms that all of the above
recitals are true, correct and complete and hereby covenants and agrees with
Lender as follows:

         SECTION 1. DEFINITIONS. For all purposes of this Guaranty, except as
otherwise expressly provided in this Section 1, the terms defined in this
Section 1 shall have the meanings assigned to such terms as set forth below and
shall include the plural as well as the singular:

         "AFFILIATE" means any Person (1) which directly or indirectly controls,
         or is controlled by, or is under common control with Guarantor or a
         Subsidiary of Guarantor; (2) which directly or indirectly beneficially
         owns or holds five percent (5%) or more of any class of voting stock of
         Guarantor or any Subsidiary of Guarantor; or (3) five percent (5%) or
         more of the voting stock of which is directly or indirectly
         beneficially owned or held by Guarantor or a Subsidiary of Guarantor.
         The term "control" means the possession, directly or indirectly, of the
         power to direct or cause the direction of the management and policies
         of a Person, whether through the ownership of voting securities, by
         contract, or otherwise.

         "APPLICABLE LAW" means the laws of the State of Illinois (or any other
         jurisdiction whose laws are mandatorily applicable notwithstanding the
         parties' choice of Illinois law) or the laws of the United States of
         America, whichever laws allow the greater interest, as such laws now
         exist or may be changed or amended or come into effect in the future.



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         "ASSIGNMENT OF CHARTER" means that certain Assignment of Bareboat
         Charter Agreement dated as of December 20, 2000, executed by Borrower
         in favor of Lender assigning all of Borrower's rights under the Charter
         Agreement.

         "BORROWER" means Statia Marine, Inc., an exempted company organized and
         existing under the laws of the Cayman Islands, British West Indies,
         together with its successors and assigns.

         "CAPITAL LEASES" means, as applied to any Person, any lease of any
         Property by such Person as lessee which would, in accordance with GAAP,
         be required to be classified and accounted for as a capital lease on
         the balance sheet of such Person.

         "CHARTER AGREEMENT" means that certain Bareboat Charter Party regarding
         the Vessel dated as of December 20, 2000 by and between Statia
         Terminals N.V., as Charterer and Borrower, as the same may be modified,
         amended or supplemented from time to time.

         "CHARTERER" means Statia Terminals N.V., a corporation organized and
         existing under the laws of the Netherlands Antilles.

         "COLLATERAL" means, collectively, the Vessel, all of Borrower's
         property and interests encumbered by the Assignment of Charter and the
         Assignment of Insurance from time to time during the term of this
         Agreement, and all substitutions and replacements therefor. It is the
         intent of Borrower and Lender that the Collateral shall secure all of
         the Obligations.

         "DEBT SERVICE COVERAGE RATIO" shall mean, for any fiscal period, the
         ratio of EBITDA to the sum of (a) Interest Expense accrued during such
         period, and (b) scheduled payments of principal with respect to Funded
         Debt during such period.

         "EBIT" shall mean, for any period, Net Income for such period before
         Interest Expense and provision for income taxes for such period and
         without giving effect (i) to any extraordinary gains or losses, (ii) to
         any gains or losses from sales of assets other than from sales of
         inventory sold in the ordinary course of business, and (iii) to any
         non-cash gains or losses.

         "EBITDA" shall mean, for any period, EBIT for such period, adjusted by
         adding thereto the amount of all amortization of intangibles and
         depreciation that were deducted in determining EBIT for such period.

         "FUNDED DEBT" shall mean, without duplication, all indebtedness for
         borrowed money evidenced by notes, bonds, debentures, or similar
         evidences of indebtedness and specifically including capital lease
         obligations, long-term debt, current maturities of long-term debt,
         revolving credit and short-term debt.




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         "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" OR "GAAP" means those
         accounting principles as in effect in the United States of America on
         the date of, and consistent with those followed in the preparation of,
         the financial statements referred to in Section 4 hereof.

         "GUARANTOR" means Statia Terminals Group N.V., a limited liability
         company organized and existing under the laws of the Netherlands
         Antilles, standing alone and not consolidated with any of its
         Subsidiaries all as more fully presented in the financial statements of
         Guarantor which are attached to the Loan Agreement as EXHIBIT "A".

         "GUARANTY" means this Guaranty dated December 20, 2000, executed by
         Guarantor in favor of the Lender.

         "INDEBTEDNESS" means all items of indebtedness which, in accordance
         with Generally Accepted Accounting Principles, would be deemed a
         liability of a Person as of the date as of which such indebtedness is
         to be determined, and shall also include all indebtedness and
         liabilities of others assumed or guaranteed by such Person or in
         respect of which such Person is secondarily or contingently liable,
         whether by reason of any agreement to acquire such indebtedness, to
         supply or advance sums, or otherwise. Without limiting the scope of the
         foregoing, such term shall include (a) all obligations for borrowed
         money, (b) all obligations evidenced by bonds, debentures, notes or
         other similar instruments, (c) all obligations to pay the deferred
         purchase price of property or services, except trade accounts payable
         arising in the ordinary course of business, (d) all lease obligations
         which are required to be capitalized for financial reporting purposes
         in accordance with GAAP, (e) all debts secured by any mortgage, lien,
         pledge, attachment, charge, or other security interest or encumbrance
         of any kind in respect of any property or upon the income or profits
         therefrom, whether or not such debt is assumed by the party granting
         such security, and (f) all debt of third persons guaranteed by a party.

         "INTEREST EXPENSE" means, with respect to the Guarantor and its
         Subsidiaries for any period, the total interest expense determined on a
         fully consolidated basis, net of any interest income for such period
         (including any income received in connection with any hedging
         obligations in respect of interest rates during such period, but other
         than interest income earned on any restricted cash until such time as
         the payment of such interest ceases to be restricted, listed on such
         Person's balance sheet during such period) whether paid or accrued
         (including interest attributable to (a) obligations which have been or
         should be recorded as Capital Leases in accordance with GAAP, and (b)
         all commissions, discounts and other fees and charges owed with respect
         to letters of credit and bankers' acceptance financing and net costs
         under any hedging obligations, all as determined in accordance with
         GAAP).

         "LENDER" means Transamerica Equipment Financial Services Corporation, a
         Delaware corporation, together with its successors and assigns.




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         "LIEN" means any preferred ship or other mortgage, deed of trust,
         pledge, security interest, hypothecation, assignment, deposit
         arrangements, encumbrance, lien (statutory or other), or preference,
         priority, or other security agreement or preferential arrangement,
         charge, or encumbrance of any kind or nature whatsoever (including,
         without limitation, any conditional sale or other title retention
         agreement), any financing lease having substantially the same economic
         effect as any of the foregoing, and the filing of any financing
         statement under the Uniform Commercial Code, the Ship Mortgage Act or
         comparable law of any jurisdiction (including, without limitation, the
         Republic of Vanuatu or the Netherlands Antilles) to evidence any of the
         foregoing, but excluding any Permitted Liens.

         "LOAN DOCUMENTS" means, collectively, this Agreement, the Note, the
         Guaranty, the Security Documents, including all exhibits and schedules
         to such documents.

         "MATERIAL ADVERSE CHANGE" means, with respect to any Person, a material
         adverse change in the business, prospects, operations, results of
         operations, assets, liabilities or condition (financial or otherwise)
         of such Person taken as a whole, which has a material impairment of the
         ability of either Borrower or Guarantor to repay or perform the
         Obligations.

         "MATERIAL ADVERSE EFFECT" means, with respect to any Person, a material
         adverse effect on the business, prospects, operations, results of
         operations, assets, liabilities or condition (financial or otherwise)
         of such Person taken as a whole, which has a material impairment of the
         ability of either Borrower or Guarantor to repay or perform the
         Obligations.

         "NET INCOME" means, with respect to the Guarantor and its Subsidiaries
         for any period, net income after taxes as determined on a fully
         consolidated basis for such period in accordance with GAAP.

         "NET WORTH" means, at any date, for the Guarantor determined on a fully
         consolidated basis, the total shareholders' equity (including capital
         stock, additional paid-in capital and retained earnings, after
         deducting treasury stock) as determined in accordance with GAAP.

         "NOTE" means the promissory note made and subscribed by the Borrower to
         the order of Lender dated December 20, 2000 in the original principal
         sum of Seven Million and 00/100 Dollars ($7,000,000.00), together with
         any amendments thereto and renewals, replacements, refinancings and
         consolidations thereof.

         "OBLIGATIONS" means all indebtedness, obligations and liabilities of
         the Borrower under the Loan Agreement, the Note or any of the other
         Loan Documents, whether on account of principal, interest, indemnities,
         fees (including, without limitation, attorneys' fees, collection fees
         and all other professionals' fees), costs, expenses, taxes or
         otherwise.

         "OTHER OBLIGATIONS" has the meaning ascribed to such term in Section
         11(a) hereof.




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         "PERMITTED LIENS" means:

                  (a) Liens for taxes, assessments or other charges the payment
         of which is not past due or the validity of which is being contested,
         with notice to Lender, in good faith and by appropriate legal
         proceedings which stay the collection of such taxes, assessments or
         other charges and the enforcement of such Lien, provided adequate
         reserves have been established on the books of Borrower;

                  (b) Liens of carriers and warehousemen and similar liens
         incurred in the ordinary course of business for sums that are not past
         due or the validity of which is being contested in good faith,
         including, but not limited to, liens for crew's wages and salvage,
         including contract salvage and liens for general average, provided
         adequate reserves have been established on the books of the Borrower;

                  (c) Liens incurred in ordinary course of business in
         connection with workers' compensation, unemployment insurance or other
         forms of insurance or benefits;

                  (d) Any attachment or judgment Lien, unless the judgment it
         secures shall not, within thirty (30) days after the entry thereof,
         have been discharged or execution thereof stayed pending appeal, or
         shall not have been discharged within thirty (30) days after expiration
         of any such stay; and

                  (e) Liens required by the terms of this Agreement.

         "PERSON" means any individual, partnership, joint venture, association,
         joint stock company, trust, unincorporated organization, unaffiliated
         corporation or any government or any agency or political subdivision
         thereof.

         "PREFERRED SHIP MORTGAGE" shall mean that certain First Preferred Ship
         Mortgage of even date herewith by Borrower in favor of Lender
         encumbering the Vessels, to be recorded with the Office of the Deputy
         Commissioner of Maritime Affairs of the Republic of Vanuatu, as
         amended, supplemented and modified from time to time in accordance with
         the terms thereof.

         "PROPERTY" of any Person means property or assets (whether real,
         personal, or mixed, tangible or intangible) of such Person.

         "SECURITY DOCUMENTS" means, collectively, the Charter Agreement, the
         Preferred Ship Mortgage, the Assignment of Charter, the Assignment of
         Insurance, the Acknowledgment and all other security agreements, pledge
         agreements, mortgages, deeds of trust, collateral assignments, pledge
         agreements, financing statements, insurance policies, vessel surveys,
         appraisals and any other agreements or certificates now or hereafter
         delivered to evidence, secure or guarantee the payment and/or
         performance of the Obligations.



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         "SUBSIDIARY" means, as to any Person, a corporation of which shares of
         stock having ordinary voting power (other than stock having such power
         only by reason of the happening of a contingency) to elect a majority
         of the board of directors or other manager of such corporation are at
         the time owned, or the management of which is otherwise controlled,
         directly, or indirectly, through one or more intermediaries, or both,
         by such Person.

         SECTION 2. GUARANTY. The Guarantor, jointly and severally, absolutely,
irrevocably and unconditionally, guarantees to Lender the prompt payment and
performance of all Obligations, now or hereafter existing under the Loan
Agreement, notwithstanding that advances of the Loan have been, or may be, made
while a default exists under the Loan Documents or the Borrower is otherwise not
in compliance with the obligations set forth in the Loan Agreement.

         SECTION 3. CONTINUING GUARANTY; TRANSFER OF OBLIGATIONS. This Guaranty
is a continuing guaranty and shall (i) remain in full force and effect until
payment in full of the Obligations and all other amounts payable under this
Guaranty, (ii) be binding upon the Guarantor and its successors and assigns, and
(iii) inure to the benefit of and be enforceable by the Lender and its
successors, transferees, and assigns. Without limiting the generality of the
foregoing clause (iii), the Lender may assign or otherwise transfer the right to
collect the Obligations to any other person or entity, and such other person or
entity shall thereupon become vested with all the rights in respect thereof
granted to the Lender herein or otherwise.

         SECTION 4. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby
represents and warrants as follows:

                  (a) DUE ORGANIZATION, ETC. The Guarantor is a limited
         liability company duly organized, validly existing and in good standing
         under the laws of the Netherlands Antilles and has all requisite power
         and authority to own or lease and operate its properties and to carry
         on its business as now conducted and as proposed to be conducted. The
         Guarantor is duly qualified or licensed to do business as a foreign
         corporation or other entity, in good standing in all jurisdictions in
         which it owns or leases property or in which the conduct of its
         business requires it to so qualify or be licensed, except for such
         jurisdictions where the failure to so qualify or be licensed would not
         have a Material Adverse Effect on the Guarantor or otherwise on the
         ability of the Guarantor to carry out its obligations under this
         Guaranty.

                  (b) DUE AUTHORIZATION AND EXECUTION, ETC. The execution,
         delivery and performance (including the incurrence of the Obligations
         hereunder) by the Guarantor of this Guaranty are within the Guarantor's
         powers, have been duly authorized by all necessary action and do not
         and will not (i) require any consent or approval of any shareholder of
         the Guarantor, (ii) contravene (A) the Guarantor's Articles of
         Incorporation, or (B) any law, rule, regulation, order, writ, judgment,
         injunction, decree, determination or award or any contractual
         restriction binding on or affecting the Guarantor or any of its
         properties, and (iii) result in or require the creation or imposition
         of any mortgage, deed of trust, pledge, lien, security interest or
         other charge or encumbrance of any nature (other than pursuant hereto)
         upon or with respect to any of the Guarantor's properties. The
         Guarantor is not in default under any such law, rule, regulation,
         order, writ, judgment, injunction, decree, determination or award or
         any such contractual restriction, which default would have a Material
         Adverse Effect on the



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         Guarantor or otherwise on the ability of the Guarantor to carry out its
         obligations under this Guaranty.

                  (c) GOVERNMENT CONSENTS. No authorization, consent, approval
         or other action by, and no notice to or filing with, any governmental
         authority or regulatory body is required for the due execution,
         delivery or performance by the Guarantor of this Guaranty.

                  (d) LEGAL, VALID AND BINDING NATURE. This Guaranty is the
         legal, valid and binding obligation of the Guarantor enforceable
         against the Guarantor in accordance with its terms.

                  (e) SOLVENCY. The fair value of the property and investments
         of the Guarantor exceeds the total amount of liabilities (including,
         without limitation, contingent liabilities) of the Guarantor; the
         present fair saleable value of the assets of the Guarantor exceeds the
         amount that will be required to pay the probable liability of the
         Guarantor on its existing debts as they become absolute and matured;
         the Guarantor is able to realize upon its assets and pay its debts and
         other liabilities, contingent obligations and other commitments as they
         mature in the normal course of business; the Guarantor does not intend
         to, and does not believe that it will, incur debts or liabilities
         beyond the Guarantor's ability to pay as such debts and liabilities
         mature; and the Guarantor is not engaged in business or a transaction,
         and is not about to engage in business or a transaction, for which the
         property remaining with the Guarantor would constitute unreasonably
         small capital after giving due consideration to the prevailing practice
         in the industry in which the Guarantor is engaged. In computing the
         amount of contingent liabilities at any time, it is intended that such
         liabilities will be computed at the amount which, in light of all facts
         and circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  (f) ABSENCE OF LITIGATION. There are no actions, suits,
         investigations, litigation or proceedings pending or, to the knowledge
         of the Guarantor, threatened against or affecting the Guarantor or any
         of its subsidiaries (whether partnerships or corporations) or the
         properties of the Guarantor or any such subsidiary before any court,
         arbitrator or governmental department, commission, board, bureau,
         agency or instrumentality, domestic or foreign, or which purports to
         affect any part of the transactions contemplated hereby or by the
         Agreements or the legality, validity or enforceability of this
         Guaranty.

                  (g) ABSENCE OF LIENS AND ENCUMBRANCES. Except for Permitted
         Liens and for distributions payable pursuant to the Articles of
         Incorporation of Guarantor, there are no mortgages, deeds of trust,
         pledges, liens, security interests or charges or encumbrances of any
         nature whatsoever on any properties or assets of Guarantor, except
         liens incurred in the ordinary course of its business.




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                  (h) PAYMENT OF TAXES. The Guarantor has filed all tax returns
         (federal, state, local and foreign) required to be filed and paid all
         taxes shown thereon to be due, including interest and penalties, except
         for such taxes as are being contested in good faith and by proper
         proceedings and with respect to which appropriate reserves are being
         maintained by the Guarantor, or except where the failure to file such
         returns or pay such taxes would not have a Material Adverse Effect on
         the Guarantor or otherwise on the ability of the Guarantor to carry out
         its obligations under this Guaranty.

         SECTION 5. INDEMNIFICATION OF LENDER. Guarantor agrees to pay all costs
and expenses in connection with the preparation, execution, delivery and
enforcement of this Guaranty and the other Loan Documents or any other documents
to be delivered hereunder, including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel for Lender with respect thereto and with
respect to advising Lender as to its rights and responsibilities under this
Guaranty. Guarantor agrees to pay on demand all losses, costs and expenses, if
any (including reasonable counsel fees and expenses), incurred in connection
with the preservation of any rights of Lender under, or the enforcement of, or
legal advice in respect of, the rights or responsibilities of Lender under this
Guaranty, the Note, the Security Documents, and any other documents delivered
hereunder including, without limitation, reasonable losses, costs and expenses
sustained by Lender as a result of any failure by Guarantor to perform or
observe its obligations contained herein or in any of the Note or any other
document related thereto. Guarantor further agrees to indemnify and hold
harmless Lender from and against any and all damages, losses, liabilities, costs
and expenses resulting from, related to or connected with this Guaranty, the
Note, the Security Documents and any document or instrument delivered in
connection herewith or the transactions contemplated hereby.

         All sums expended by Lender shall be payable on demand and, until
reimbursed by the Borrower or by the Guarantor pursuant hereto, shall bear
interest at the default interest rate as set forth in the Note.

         SECTION 6. FINANCIAL INFORMATION. The Guarantor hereby represents and
warrants that all financial statements of the Guarantor heretofore delivered to
Lender by or on behalf of Guarantor are true and correct in all material
respects and fairly present the financial condition of Guarantor as of the
respective dates thereof, and no Material Adverse Change has occurred in the
financial conditions reflected therein since the respective dates thereof which
would have a Material Adverse Effect on Guarantor's ability to repay or perform
any of the Obligations pursuant to this Guaranty or any of the other Loan
Documents. In addition, the Guarantor covenants that so long as any portion of
the Obligations remains outstanding and unpaid, Guarantor will, unless otherwise
consented to in writing by Lender:

                  (a) furnish to Lender, as soon as available, but in any event
         within one hundred twenty (120) days next following the end of each
         fiscal year of the Guarantor, audited annual financial statements of
         the Guarantor for such fiscal year, prepared in accordance with GAAP,
         consisting of both consolidated and unconsolidated balance sheets,
         income statements and statements of cash flows and shareholders equity
         set forth on a comparative basis with prior year for the Guarantor and
         its consolidated Subsidiaries for such year, reported on by independent
         certified public accountants without an adverse qualification;




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                  (b) furnish to Lender, as soon as available, but not later
         than sixty (60) days after the end of each fiscal quarter in any fiscal
         year of the Guarantor, unaudited financial statements of the Guarantor
         for such fiscal quarter, prepared in accordance with GAAP, consisting
         of both consolidated and unconsolidated balance sheets, income
         statements, statements of cash flow and shareholders' equity as at the
         end of such quarter and for the period from the beginning of such
         fiscal year to the end of such quarter, set forth on a comparative
         basis with the prior year;

                  (c) furnish to Lender, within fifteen (15) days after request,
         such further detailed financial and other information (including, but
         not limited to, financial statements) as may be requested by Lender
         with respect to Guarantor, or any Affiliate of, or entity controlled
         by, the Guarantor, as of a date not earlier than that specified by
         Lender in such request, together with a Certification with respect
         thereto; provided, however, the Guarantor's obligation to provide
         information with respect to any Affiliate of, or entity controlled by
         the Guarantor, shall only be required to the extent such information is
         reasonably available to Guarantor.

         SECTION 7. COMPLIANCE CERTIFICATE. In connection with each delivery of
the financial statements required pursuant to this Guaranty, Guarantor will
deliver to Lender a certificate, signed by the chief financial officer of
Guarantor, stating that (i) said officer has reviewed the aforesaid financial
statements and the provisions of this Agreement; (ii) such financial statements
are accurate and complete; (iii) there is no condition or event at the end of
such fiscal year or fiscal quarter or at the time of such certificate which
constitutes an Event of Default or specifying the nature and period of existence
of any such condition or event; at the end of such fiscal year or fiscal
quarter, all in reasonable detail; (iv) demonstrating, in reasonable detail,
compliance during and at the end of such accounting period with the provisions
of Section 8 of this Guaranty, and (v) said officer has reviewed the terms of
this Guaranty and the other Loan Documents and has made or caused to be made
under his or her supervision, a review in reasonable detail of the transactions
and condition of the Guarantor and its respective Subsidiaries during the
accounting period covered by such financial statements and demonstrating, in
reasonable detail, compliance during and at the end of such accounting period
with the provisions set forth in this Guaranty. The aforesaid certificate shall
include calculations showing compliance with any financial covenants together
with a comparison of actual and required results.

         SECTION 8. NEGATIVE COVENANTS. So long as any of the Obligations remain
unpaid, the Guarantor agrees to comply with the following covenants:

                  (a) DEBT SERVICE COVERAGE RATIO. The Guarantor shall not
         permit its Debt Service Coverage Ratio (on a fully consolidated basis)
         as of the last day of any fiscal quarter to be less than 1.50.

                  (b) MINIMUM NET WORTH. Guarantor shall not permit its Net
         Worth (on a fully consolidated basis) as of the last day of any fiscal
         quarter to less than $70,000,000.





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         SECTION 9. SECURITY INTEREST IN MONEYS, SECURITIES, ETC. In addition to
any right available to Lender under Applicable Law or any other agreement, the
Guarantor hereby gives to Lender a continuing lien on, security interest in and
right of set-off against all moneys, securities and other property of the
Guarantor and the proceeds thereof, now on deposit or now or hereafter
delivered, remaining with or in transit in any manner to Lender, its
correspondents, participants or its agents from or for the Guarantor, whether
for safekeeping, custody, pledge, transmission, collection or otherwise or
coming into possession of Lender in any way, and also, any balance of any
deposit account and credits of the Guarantor with, and any and all claims of the
Guarantor against, Lender at any time existing, as collateral security for the
payment of the Obligations and all of the other obligations of the Guarantor
under this Guaranty, including fees, contracted with or acquired by Lender,
whether joint, several, absolute, contingent, secured, matured or unmatured,
hereby authorizing Lender at any time or times, without prior notice, to apply
such balances, credits or claims, or any part thereof, to such Obligations in
such amounts as it may select, whether contingent, unmatured or otherwise and
whether any collateral security therefor is deemed adequate or not. The
collateral security described herein shall be in addition to any collateral
security described in any separate agreement executed by the Guarantor. Lender,
in addition to any right available to it under applicable law or any other
agreement, shall have the right, at its option, to immediately set-off against
any Obligations all monies owed by Lender in any capacity to the Guarantor,
whether or not due, and Lender shall, at its option, be deemed to have exercised
such right to set-off and to have made a charge against any such money
immediately upon the occurrence of any events of default set forth below, even
though such charge is made or entered on the books of Lender subsequent to those
events.

         SECTION 10. APPLICATION OF PAYMENTS. Payments received by Lender
pursuant to the Note or any other Loan Documents shall be applied in the
following manner: FIRST, to the payment of all expenses, charges, costs and fees
incurred by or payable to Lender and for which Borrower or Guarantor is
obligated pursuant to the terms of the Note or any of the other Loan Documents;
SECOND, to the payment of all interest accrued to the date of such payment; and
THIRD, to the payment of principal in the order of maturity. Notwithstanding
anything to the contrary in any of the Loan Documents, after the occurrence and
during the continuation of an Event of Default, all amounts received by Lender
from Borrower, Guarantor or any other party shall be applied in such order as
Lender, in its sole and uncontrolled discretion, may elect.

         SECTION 11. MODIFICATIONS AND OTHER ACTIONS PERMITTED. The Guarantor
hereby expressly agrees that this Guaranty is independent of, and in addition
to, all collateral granted, pledged or assigned under the Security Documents,
and Guarantor hereby consents that from time to time, before or after any
default by the Borrower, with or without further notice to or assent from
Guarantor:

                  (a) any security at any time held by or available to Lender
         for any of the Obligations, or any security at any time held by or
         available to Lender for any obligation of any other person or party
         primarily, secondarily or otherwise liable for all or any portion of
         the Obligations, any other liabilities and/or any other obligations of
         the Borrower or any other person or party, other than Lender, under any
         of the Loan Documents ("Other Obligations"), including any guarantor of
         the Obligations and/or any of such Other Obligations, may be
         accelerated, settled, exchanged, surrendered or released and Lender may
         fail to set-off and may release, in whole or in part, any balance of
         any deposit account or credit on its books in favor of the Borrower, or
         of any such other Person or party;




                                    Page 10
<PAGE>   11

                  (b) any obligation of the Borrower, or of any such other
         person or party, may be changed, altered, renewed, extended, continued,
         accelerated, surrendered, compromised, settled, waived or released in
         whole or in part, or any default with respect thereto waived;

                  (c) Lender may extend further credit in any manner whatsoever
         to the Borrower, and generally deal with the Borrower or any of the
         above-mentioned security, deposit account, credit on its books or other
         person or party as Lender may see fit; and

                  (d) Guarantor shall remain bound in all respects under this
         Guaranty, without any loss of any rights by Lender and without
         affecting the liability of Guarantor, notwithstanding any such
         exchange, surrender, release, change, alteration, renewal, extension,
         continuance, compromise, waiver, inaction, extension of further credit
         or other dealing.

         SECTION 12. WAIVERS. The Guarantor hereby waives:

                  (a) notice of acceptance of this Guaranty and of the making of
         the Loan or any advance thereof by Lender to the Borrower;

                  (b) presentment and demand for payment of the Obligations or
         any portion thereof;

                  (c) protest and notice of dishonor or default to the Guarantor
         or to any other person or party with respect to the Obligations or any
         portion thereof;

                  (d) all other notices to which Guarantor might otherwise be
         entitled;

                  (e) any demand under this Guaranty; and

                  (f) any duty on the part of Lender to disclose to Guarantor
         any facts Lender may now or hereafter know about Borrower or the
         Collateral, regardless of whether Lender has reason to believe that any
         such facts materially increase the risk beyond that which Guarantor
         intends to assume or has reason to believe that such facts are unknown
         to Guarantor or has a reasonable opportunity to communicate such facts
         to Guarantor, it being understood and agreed that Guarantor is fully
         responsible for being and keeping informed of the financial condition
         of Borrower, of the condition of the Collateral and of any and all
         circumstances bearing on the risk that liability may be incurred by
         Guarantor hereunder.





                                    Page 11
<PAGE>   12

         SECTION 13. EVENTS OF DEFAULT. "Event of Default" whenever used herein,
means any one of the following events:

                  (a) An Event of Default as provided under the Loan Agreement
         or any of the other Loan Documents and its continuance beyond any
         applicable notice and/or grace periods therein contained;

                  (b) A default by Guarantor in the performance, or breach, of
         any covenant or other provision contained in this Guaranty;

                  (c) A default in the performance, or breach, of any material
         covenant or agreement of Guarantor or any Subsidiary in any loan or
         credit agreement or any note issued pursuant thereto or default in the
         payment of any sum due under any such agreement or any note issued
         pursuant thereto (whether payment is due at maturity, by reason of
         notice of prepayment or acceleration or otherwise) and such default
         shall continue unremedied for a period of fifteen (15) days from the
         date of notice thereof and such default shall have a Material Adverse
         Effect on Guarantor;

                  (d) A default under any bond, debenture, note or other
         evidence of indebtedness of Guarantor or any Subsidiary (other than to
         Lender) or under any indenture or other instrument under which any such
         evidence of indebtedness has been issued or by which it is governed
         which, in the opinion of Lender, would have a Material Adverse Effect
         on such party and such default shall continue unremedied for a period
         of fifteen (15) days from the date of notice thereof from Lender;

                  (e) Guarantor commences any case, proceeding or other action
         under any existing or future law of any jurisdiction, domestic or
         foreign, relating to bankruptcy, insolvency, reorganization or relief
         of debtors, or seeks to have an order for relief entered with respect
         to it, or seeks to be adjudicated a bankrupt or insolvent, or seeks
         reorganization, arrangement, adjustment, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or seeks
         the appointment of a receiver, trustee, custodian or other similar
         official for it or for all or any substantial part of its property;

                  (f) Guarantor make a general assignment for the benefit of
         creditors;

                  (g) there is commenced against Guarantor, any case, proceeding
         or other action of a nature referred to in subparagraph (e) above or
         seeking the issuance of a warrant of attachment, execution, distraint
         or similar process ("Process") against all or any substantial part of
         its property, which case, proceeding or other action results in the
         entry of an order for relief or remains undismissed, undischarged or
         unbonded for a period of 60 days, which Process has a Material Adverse
         Effect on Guarantor;

                  (h) Guarantor takes any action indicating its consent to,
         approval of, or acquiescence in or in furtherance of, any of the acts
         set forth in subparagraphs (c) and (e) above;

                  (i) Guarantor admits in writing its inability to pay its debts
         as they mature;





                                    Page 12
<PAGE>   13

                  (j) Guarantor terminates or dissolves or suspends its usual
         business activities or conveys, sells, leases, transfers or otherwise
         disposes of all or a substantial part of its property, business or
         assets other than in the ordinary course of business.

         SECTION 14. WAIVER CONCERNING CLAIMS AGAINST BORROWER. This is a
guaranty of payment and not of collection and Guarantor further waives any right
to require that any action be brought against the Borrower or any other person
or party or to require that resort be had to any security or to any balance of
any deposit account or credit on the books of Lender in favor of the Borrower or
any other person or party. Any payment on account of or reacknowledgment of the
Obligations by the Borrower, or any other party liable therefor, shall be deemed
to be made on behalf of Guarantor and shall serve to start anew the statutory
period of limitations applicable to the Obligations.

         SECTION 15. SUCCESSORS AND ASSIGNS. Each reference herein to Lender
shall be deemed to include its successors and assigns, in whose favor the
provisions of this Guaranty shall also inure. Each reference herein to the
Guarantor shall be deemed to include the successors and assigns of Guarantor,
all of whom shall be bound by the provisions of this Guaranty, provided,
however, that Guarantor shall in no event nor under any circumstance have the
right, without obtaining the prior written consent of Lender, to assign or
transfer Guarantor's obligations and liabilities under this Guaranty, in whole
or in part, to any other person, party or entity.

         SECTION 16. MERGER CONSOLIDATION OR REORGANIZATION OF GUARANTOR. The
term "Guarantor" as used herein shall mean, the agreements and obligations on
the part of the Guarantor herein contained shall remain in force and application
notwithstanding the merger, consolidation, reorganization or absorption thereof,
and the term "Guarantor" shall include such new entity, but the old entity shall
not thereby be released from any obligations or liabilities hereunder.

         SECTION 17. DELAY OR INDULGENCE NOT WAIVER. No delay on the part of
Lender in exercising any right or remedy under this Guaranty or failure to
exercise the same shall operate as a waiver in whole or in part of any such
right or remedy. No notice to or demand on Guarantor shall be deemed to be a
waiver of the obligations of Guarantor or of the right of Lender to take further
action without notice or demand as provided in this Guaranty. No course of
dealing between Guarantor and Lender shall change, modify or discharge, in whole
or in part, this Guaranty or any obligations of the Guarantor hereunder.

         SECTION 18. MODIFICATIONS AND AMENDMENTS. This Guaranty may only be
modified, amended, changed or terminated by an agreement in writing signed by
Lender and the Guarantor. No waiver of any term, covenant or provision of this
Guaranty shall be effective unless given in writing by Lender and if so given by
Lender shall only be effective in the specific instance in which given. The
execution and delivery hereafter to Lender by Guarantor of a new instrument of
guaranty or any reaffirmation of guaranty, of whatever nature, shall not
terminate, supersede or cancel this instrument, unless expressly so provided
therein, and all rights and remedies of Lender hereunder or under any instrument
of guaranty hereafter executed and delivered to Lender by Guarantor shall be
cumulative and may be exercised singly or concurrently.




                                    Page 13
<PAGE>   14

         SECTION 19. OBLIGATIONS ABSOLUTE.

                  (a) Guarantor acknowledges that this Guaranty and Guarantor's
         obligations under this Guaranty are and shall at all times continue to
         be absolute, irrevocable and unconditional in all respects, and shall
         at all times be valid and enforceable irrespective of any other
         agreements or circumstances of any nature whatsoever which might
         otherwise constitute a defense to this Guaranty and the obligations of
         Guarantor under this Guaranty or the obligations of any other person or
         party (including, without limitation, the Borrower) relating to this
         Guaranty or the obligations of Guarantor hereunder or otherwise with
         respect to the Obligations, including, but not limited to, a
         foreclosure of any of the Loan Documents or the realization upon any
         other collateral given, pledged or assigned as security for all or any
         portion of the Obligations, or the filing of a petition under Title 11
         of the United States Code with regard to the Borrower or Guarantor, or
         the commencement of an action or proceeding for the benefit of the
         creditors of the Borrower or Guarantor, or the obtaining by Lender of
         title to, respectively, the collateral encumbered by any of the Loan
         Documents or any other collateral given, pledged or assigned as
         security for the Obligations by reason of the foreclosure or
         enforcement of any of the Loan Documents or any other pledge or
         security agreement, the acceptance of a deed or assignment in lieu of
         foreclosure or sale, or otherwise.

                  (b) No exculpatory provisions which may be contained in the
         Loan Agreement or in any other Loan Document shall in any event or
         under any circumstances be deemed or construed to modify, qualify, or
         affect in any manner whatsoever the obligations and liabilities of
         Guarantor under this Guaranty.

         SECTION 20. WAIVER OF SUBROGATION. Notwithstanding any payments made by
Guarantor pursuant to the provisions of this Guaranty, as long as any of the
Obligations are unpaid or outstanding, Guarantor irrevocably waives all rights
to enforce or collect upon any rights which it now has or may acquire against
the Borrower either by way of subrogation, indemnity, reimbursement or
contribution for any amount paid under this Guaranty or by way of any other
obligations whatsoever of the Borrower to Guarantor. This Guaranty shall
continue to be effective or be reinstated, as if any applicable payment of the
Obligations had not been made, if at any time any such payment of the
Obligations is rescinded or must be otherwise returned by Lender upon the
insolvency, bankruptcy, or other reorganization of Borrower. The provisions of
this Section 20 shall survive the term of this Guaranty and the payment in full
of the Obligations and the termination of any commitment to make any further
advances of Loan proceeds pursuant to the Loan Agreement.

         SECTION 21. NOTICES. Any notice, request or demand given or made under
this Guaranty shall be in writing and shall be hand delivered or sent by Federal
Express or other reputable overnight courier service or by postage prepaid
registered or certified mail, return receipt requested, and shall be deemed
given (a) when received at the following addresses if hand delivered or if sent
by Federal Express or other reputable overnight courier service, and (b) three
(3) business days after being postmarked and addressed as follows if sent by
registered or certified mail, return receipt requested:





                                    Page 14
<PAGE>   15

                  IF TO LENDER:

                           Transamerica Equipment Financial Services Corporation
                           10975 Benson Drive, Suite 530
                           Overland Park, Kansas  66210
                           Attention: Region Credit Manager
                           Telephone:       (913) 663-3862
                           Facsimile:       (913) 663-3872

                  WITH A COPY TO:

                           Transamerica Equipment Financial Services Corporation
                           Riverway II, West Office Tower
                           9399 West Higgins Road, Suite 600
                           Rosemont, Illinois  60018
                           Attention:  Legal Department
                           Facsimile:       (847) 685-1176

                  IF TO THE GUARANTOR:

                           Statia Terminals Group N.V.
                           c/o Statia Terminals, Inc.
                           800 Fairway Drive, Suite 195
                           Deerfield Beach, Florida  33441
                           Attention:  Vice President and Treasurer
                           Telephone:       (954) 698-0705
                           Facsimile:       (954) 570-3453

                  WITH A COPY TO:

                           Statia Terminals Group N.V.
                           c/o Statia Terminals, Inc.
                           801 Warrenville Road, Suite 200
                           Lisle, Illinois  60532
                           Attention:  Secretary
                           Telephone:       (630) 435-9540
                           Facsimile:       (630) 435-9542

it being understood and agreed that each party will use reasonable efforts to
send copies of any notices to the addresses marked "With a copy to" hereinabove
set forth; PROVIDED, however, that failure to deliver such copy or copies shall
have no consequence whatsoever to the effectiveness of any notice made to the
Guarantor or Lender. Each party to this Guaranty may designate a change of
address by notice given, as herein provided, to the other party fifteen (15)
days prior to the date such change of address is to become effective.




                                    Page 15
<PAGE>   16

         SECTION 22. INTEGRATION. This Guaranty constitutes the entire agreement
and understanding between the Lender and the Guarantor relating to the subject
matter hereof, and supersedes all prior negotiations, agreements and
understandings relating to such subject matter. In entering into this Guaranty,
the Guarantor acknowledges that it is relying on no statement, representation,
warranty, covenant or agreement of any kind made by the Lender or any employee
or agent of the Lender.

         SECTION 23. GOVERNING LAW. THIS GUARANTY IS, AND SHALL BE DEEMED TO BE,
A CONTRACT ENTERED INTO UNDER AND PURSUANT TO THE LAWS OF THE STATE OF ILLINOIS
AND SHALL BE IN ALL RESPECTS GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ANY RULES,
REGULATIONS OR LAWS CONCERNING CONFLICT OF LAWS.

         SECTION 24. CONSENT TO JURISDICTION; SERVICE OF PROCESS; VENUE.
Guarantor agrees to submit to personal jurisdiction in the State of Illinois in
any action or proceeding arising out of this Guaranty. In furtherance of such
agreement, Guarantor hereby agrees and consents that without limiting other
methods of obtaining jurisdiction, personal jurisdiction over Guarantor in any
such action or proceeding may be obtained within or without the jurisdiction of
any court located in Illinois and that any process or notice of motion or other
application to any such court in connection with any such action or proceeding
maybe served upon Guarantor by registered or certified mail to, or by personal
service at, the last known address of Guarantor, whether such address be within
or without the jurisdiction of any such court. Guarantor hereby further agrees
that the venue of any litigation arising in connection with any matters relating
to the Obligations, this Guaranty or the enforcement hereof, shall, to the
extent permitted by law, be in Cook County.

         SECTION 25. WAIVER OF DEFENSES. Guarantor absolutely, unconditionally
and irrevocably waives any and all right to assert or interpose any defense
(other than the final and indefeasible payment in full of the Obligations),
setoff, counterclaim or crossclaim of any nature whatsoever with respect to this
Guaranty or the obligations of Guarantor under this Guaranty, or the obligations
of any other person or party (including without limitation, the Borrower)
relating to this Guaranty, or the obligations of Guarantor hereunder or
otherwise with respect to the Loan in any action or proceeding brought by Lender
to collect the Obligations, or any portion thereof, or to enforce the
obligations of Guarantor under this Guaranty; PROVIDED, HOWEVER, that the
foregoing shall not be deemed a waiver of the right of Guarantor to assert any
compulsory counterclaim maintained in a court of the United States, or of the
State of Illinois, if such counterclaim is compelled under local law or rule of
procedure, nor shall the foregoing be deemed a waiver of the right of Guarantor
to assert any claim which would constitute a defense, setoff, counterclaim or
crossclaim of any nature whatsoever against Lender in any separate action or
proceeding. Guarantor hereby undertakes and agrees that this Guaranty shall
remain in full force and effect for all of the obligations and liabilities of
Guarantor hereunder, notwithstanding the maturity of the Loan, whether by
acceleration, scheduled maturity or otherwise.




                                    Page 16
<PAGE>   17

         SECTION 26. COUNTERPARTS; SECTION HEADINGS. This Guaranty may be
executed in one or more counterparts, each of which counterparts shall be an
original and all of which together shall constitute a single agreement of
guaranty. The section headings contained in this Guaranty are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

         SECTION 27. WAIVER OF JURY TRIAL. GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, AND LENDER BY ITS ACCEPTANCE OF THIS GUARANTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO THIS GUARANTY.

         IN WITNESS WHEREOF, the undersigned officers of STATIA TERMINALS GROUP
N.V., duly authorized hereunto, have each executed and delivered this Guaranty
on the day, month and year first written above.


                                       STATIA TERMINALS GROUP N.V.



                                       -----------------------------------------
                                       By:      James F. Brenner
                                       Title:   Vice President and Treasurer



                                       -----------------------------------------
                                       By:      Thomas M. Thompson, Jr.
                                       Title:   Vice President





                                    Page 17
<PAGE>   18
                                 ACKNOWLEDGMENT

STATE OF FLORIDA

COUNTY OF BROWARD


         BEFORE ME, the undersigned Notary Public, duly commissioned and
qualified within and for the State and County aforesaid,

         PERSONALLY CAME AND APPEARED, James F. Brenner, that he is the Vice
President and Treasurer of Statia Terminals Group N.V. (the "Company"), and that
as such officer and on behalf of and in the name of the Company on December 20,
2000, he signed and executed the above and foregoing Guaranty. Said appearer
further declared and acknowledged that the execution and delivery of this
Guaranty has been fully authorized by the Board of Directors of the Company, and
that he executed the Guaranty as the free act and deed of the Company, for the
purposes and considerations therein expressed.

         IN WITNESS WHEREOF, this instrument is executed in the presence of the
undersigned witnesses and me, Notary on this 20th day of December, 2000.

WITNESSES:




---------------------------------       ----------------------------------------
                                        (Name of appearer) James F. Brenner
                                         Vice President and Treasurer

---------------------------------



                        --------------------------------
                                  NOTARY PUBLIC

NOTE: TWO SEPARATE WITNESSES ARE REQUIRED AND THE NOTARY CANNOT ALSO ACT AS A
      WITNESS.

NOTE: ACKNOWLEDGMENT IS REQUIRED FOR ALL PARTIES SIGNING DOCUMENTS OUTSIDE THE
      CLOSING.





                                    Page 18
<PAGE>   19
                                 ACKNOWLEDGMENT

STATE OF FLORIDA

COUNTY OF BROWARD


         BEFORE ME, the undersigned Notary Public, duly commissioned and
qualified within and for the State and County aforesaid,

         PERSONALLY CAME AND APPEARED, Thomas M. Thompson, Jr., that he is a
Vice President of Statia Terminals Group N.V. (the "Company"), and that as such
officer and on behalf of and in the name of the Company on December 20, 2000, he
signed and executed the above and foregoing Guaranty. Said appearer further
declared and acknowledged that the execution and delivery of this Guaranty has
been fully authorized by the Board of Directors of the Company, and that he
executed the Guaranty as the free act and deed of the Company, for the purposes
and considerations therein expressed.

         IN WITNESS WHEREOF, this instrument is executed in the presence of the
undersigned witnesses and me, Notary on this 20 day of December, 2000.

WITNESSES:


---------------------------------     ------------------------------------------
                                      (Name of appearer) Thomas M. Thompson, Jr.
                                      Vice President


---------------------------------


                        --------------------------------
                                  NOTARY PUBLIC

NOTE: TWO SEPARATE WITNESSES ARE REQUIRED AND THE NOTARY CANNOT ALSO ACT AS A
      WITNESS.

NOTE: ACKNOWLEDGMENT IS REQUIRED FOR ALL PARTIES SIGNING DOCUMENTS OUTSIDE THE
      CLOSING.





                                    Page 19