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TABLE OF CONTENTS
 SECTION I: THE SURFACE LEASE; SUBSURFACE RIGHTS
    
    
    31.01 The Surface Lease
    
    
    31.02 Subsurface Rights
    
    
    3SECTION II: CAVITY DEVELOPMENT
    
    
    42.01 Cavity Development Rights
    
    
    42.02 Affirmative Covenants Regarding Cavity Development
    
    
    52.03 Exceptions
    
    
    72.04 Brine Supply and Disposal Fee
    
    
    72.05 Facilities Construction
    
    
    82.06 Approval of Cavity Development Activities
    
    
    82.07 Termination of Cavity Development Rights
    
    
    82.08 Closing of or Change of Process at the McIntosh Plant
    
    
    102.09 Alternate Brine Services
    
    
    102.10 Other Development
    
    
    10SECTION III: CAVITY STORAGE
    
    
    113.01 Cavity Storage License Rights
    
    
    113.02 Service Fees
    
    
    113.03 Storage of Other Substances
    
    
    153.04 Renewal Term Service Fees
    
    
    16SECTION IV: REPRESENTATIONS, WARRANTIES, COVENANTS
    
    
    164.01 Affirmative Covenants Regarding Leased Land
    
    
    164.02 Maintenance Washing of Cavities
    
    
    174.03 Right to Inspect
    
    
    174.04 Insurance Coverage
    
    
    174.05 Environmental
    
    
    194.06 Title to Real Property
    
    
    20SECTION V: INDEMNITY
    
    
    215.01 Provisions Required by Cavity Storage Agreement
    
    
    215.02 Claims by the Owners
    
    
    215.03 Damage to or Contamination of the Leased Land or Salt Thereunder
    
    
    235.04 Cavities and Surface Facilities
    
    
    23
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5.05 General Indemnity Provisions
    
    
    24SECTION VI: FORCE MAJEURE
    
    
    266.01 General Protections from Breach
    
    
    266.02 Notice of Force Majeure Contingency
    
    
    27SECTION VII: EFFECTIVE DATE
    
    
    27SECTION VIII: TERMINATION
    
    
    27SECTION IX: ENTIRE AGREEMENT, BINDING EFFECT AND MODIFICATION
    
    
    27SECTION X: ASSIGNMENT: ENCUMBRANCE
    
    
    28SECTION XI: APPLICABLE LAW
    
    
    28SECTION XII : SEVERABILITY
    
    
    28SECTION XIII: COUNTERPARTS
    
    
    28SECTION XIV: COMPLIANCE WITH LAW
    
    
    28SECTION XV: NOTICES
    
    
    29
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CAVITY DEVELOPMENT AND STORAGE AGREEMENT
 OLIN CORPORATION BAY GAS STORAGE COMPANY, LTD.




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2




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THE SURFACE LEASE; SUBSURFACE RIGHTS
 The Surface Lease
   Subsurface Rights
  3




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CAVITY DEVELOPMENT
 Cavity Development Rights
     4




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Affirmative Covenants Regarding Cavity Development
   5




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,
 ,
  6




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: ; ;
    2.03 Exceptions
    Brine Supply and Disposal Fee
  7




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Facilities Construction
  Approval of Cavity Development Activities
  Termination of Cavity Development Rights
  8




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9




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Closing of or Change of Process at the McIntosh Plant ,
 Alternate Brine Services
 Other Development 10
        CAVITY STORAGE
 Cavity Storage License Rights
  Service Fees
   11
         12
           13




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14




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Storage of Other Substances
  15




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Renewal Term Service Fees
      REPRESENTATIONS, WARRANTIES, COVENANTS
  Affirmative Covenants Regarding Leased Land
  16




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Maintenance Washing of Cavities
  Right to Inspect
  Insurance Coverage
  Workers Compensation Insurance
 17




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Employers Liability Insurance
 Comprehensive General Liability
 Comprehensive Automobile Liability Insurance
 Control of Cavity (COW Insurance)
  Workers Compensation Insurance
 Employers Liability Insurance
 Comprehensive General Liability Insurance
  18




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Environmental
  19




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Title to Real Property
      20




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INDEMNITY
 Provisions Required by Cavity Storage Agreement
   Claims by the Owners
   21




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22
         Damage to or Contamination of the Leased Land or Salt Thereunder
   Cavities and Surface Facilities
  23




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General Indemnity Provisions
      24




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25




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FORCE MAJEURE
 General Protections from Breach
      26




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Notice of Force Majeure Contingency
  EFFECTIVE DATE
  TERMINATION
  ENTIRE AGREEMENT, BINDING EFFECT AND MODIFICATION
  27




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ASSIGNMENT; ENCUMBRANCE
   APPLICABLE LAW
  SEVERABILITY
  COUNTERPARTS
  COMPLIANCE WITH LAW
  28




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NOTICES
  (a)
    
    If to Olin:
Olin Chlor Alkali Products
490 Stuart Road Northeast
Cleveland, Tennessee 37312
Attn.: Harry Bridges(b)
    
    If to BGSC:
Bay Gas Storage Company, Ltd.
P.O. Box 1368
Mobile, Alabama 36633
Attn.: General Manager
 29




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OLIN CORPORATIONBy:
    
    /s/ John McIntoshJohn McIntoshIts: President,Olin Chlor Alkali ProductsWITNESS:/illegible/BAY GAS STORAGE COMPANY, LTD.By:
    
    ENERGYSOUTH STORAGESERVICES, INC., f/k/aMGS STORAGE SERVICES, INC.as General Partner of Bay GasStorage Company, Ltd.By :
Its:
    
    /s/ Charles P. Huffman

Charles P. Huffman
Vice PresidentWITNESS:/s/ G. Edgar Downing, Jr.
 30




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/s/ Peggy A. Dover

Notary Public, Tennessee
       /s/ Martha Cooper Loper

Notary Public
   31




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EXHIBIT INDEX; SCHEDULES
 Exhibit A-1
    
    First Cavity Site Plat(1) (5)Exhibit A-2
    
    Second Cavity Site Plat(2) (5)Exhibit A-3
    
    Third Cavity Site Plat(3) (5)Amended Exhibit A-3
    
    New Third Cavity Site Plat(4)Exhibit A-4
    
    Fourth Cavity Site Plat(6)Exhibit A-5
    
    Fifth Cavity Site Plat(6)Exhibit B
    
    Fourth Amendment and Letter Agreements(5)Exhibit B-1
    
    Fifth Amendment to Cavity Storage Agreement(4)Exhibit B-2
    
    Sixth Amendment to Cavity Storage Agreement(6)Exhibit C
    
    Form of Surface Lease(5)Exhibit C-1
    
    Fourth Amendment to Surface Lease(4)Exhibit C-2
    
    Fifth Amendment to Surface Lease(6)Exhibit D
    
    Sample Calculations for Service Fees(5)Exhibit E
    
    Option Agreement(4)Exhibit F
    
    Surface Facility Option Agreement(6) (7)
 
 (1)
    
    amended by First Amendment to CDSA dated August 18, 1994(2)
    
    amended by Second Amendment to CDSA dated September 28, 2000 and by Third Amendment
to CDSA dated March 28, 2003.(3)
    
    replaced by Fourth Amendment to CDSA(4)
    
    per Fourth Amendment to CDSA(5)
    
    appended to original CDSA(6)
    
    per 2007 Amendment to CDSA(7)
    
    including Exhibit B (Option) thereto, being form of Sixth Amendment to Surface Lease 
 Schedule 1
    
    New EBITDA
 32