Agreement on the division of N. V. GEBE

Considering the previous meeting between representatives of St. Maarten, St. Eustatius, and Saba

("Parties") on July 7, 2011 regarding the future of N. V. GEBE, Parties hereby enter into the following

agreement.

For the purpose of this proposal, N.V. GEBE refers to that portion of the current corporate entity:

Naamloze Vennootschap Gemeenschappelijk Electriciteitsbedrijf Bovenwindse Eilanden and/or its

subsidiaries and/or its legal successor(s) based in Sint Maarten.

1. Shares

St. Maarten 92.4%

St. Eustatius 4.5%

Saba 3.1%

The division of shares is based on the average of the five different scenarios/proposals as presented by

PWC. The annual account of the company as of December 31st, 2009 will be the basis of the

abovementioned division of shares, and will be verified by a third party.

2. Establishment of new electricity companies on St. Eustatius and Saba

G.E.B.E. Shareholding Foundation commits itself to establish new energy companies on these two

islands at its expense and to transfer into these new companies the agreed upon liquid and fixed assets.

The shares of the new companies will be owned for the full one hundred percent by the governments of

respectively St. Eustatius and Saba, to be named St. Eustatius Electricity Company N.V respectively Saba

Electricity Company N.V. The shares of N.V. GEBE St. Maarten will be owned for the full one hundred

percent by the government of St. Maarten.

3. Liquid Assets

Cash and cash equivalents to be transferred to new electricity companies on St. Eustatius and Saba:

Saba: US$ 6.2 million

St. Eustatius: US$ 9 million

4. Fixed Assets

Transfer of all movable and immovable assets on St. Eustatius and Saba to the respective island of their

current location free of all cost, debt, liens, and/or attachments. Any and all notary and other costs and

taxes due in connection with the transfer of these assets will be covered

by GE£E Shareholding Foundation.

5. Transition Period

Simultaneous with the establishment of the new electricity companies of St. Eustatius and Saba, and the

transfer of the assets into these companies, which will ultimately take place on January 1st, 2012, the

electricity companies of the latter two islands, will enter into a transition agreement with N.V. GEBE St.

Maarten for an initial period of one year.

This transition agreement entails:

1. SLA(s) will be worked out for the following areas: technical, managerial, and other support

needed for the production and distribution of electricity on St. Eustatius and Saba to be

finalized before January 1st, 2012.

2. The execution of ail pending projects and investments budgeted for Saba and St. Eustatius by

N.V. G.E.B.E for the year 2010. A total amount of USD. 1 million, to be divided between the

latter two islands, will be made available for projects and investments.

3. Prior to the transfer date of January 1st, 2012, the Public Entities of Saba and St. Eustatius will

re-evaluate the operating costs of the branches on the two islands. Parties will not

unnecessarily delay or obstruct the transfer of tasks and services.

4. The legal position of current employees of N.V. GEBE on Saba and St. Eustatius will be finalized

with that company. Following this, these employees will be transferred to the new companies.

The employees will go over to the new companies with the same legal standing, salaries, and

other benefits they are currently entitled to with N.V. GEBE. As much as possible pension rights

built up will be maintained and migrate with the employees to their new employer.

5. Parties agree that no major appointments and/or other crucial decisions will be made effective

today up until December 31st, 2012.

6. Cooperation Period

At the end of the transition period parties will enter into a cooperation agreement for an initial period of

one year with the purpose of promoting cooperation between the three energy companies, as well as

among the management and staff of all the three companies on all levels and in all areas. This initial

period can be extended with the consent between Parties.

7. Final provision

An addendum to this agreement, entitled: "TRANSITION POWERPLANTS SABA & STATIA-DIVISION GEBE

SHARES" on which in principle consensus has been reached between Parties, shall be considered as an

integral part of this agreement as revised based on the deliberations between

Parties and additional legal advice.

Signed on Sint Eustatius, October 27th, 2011,