exv10wxnyv2



 







PORTIONS OF THIS EXHIBIT
IDENTIFIED BY “***” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER RULE 24b-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE FREEDOM OF INFORMATION
ACT.



Exhibit 10(n)-2




EXECUTION COPY




	 	 	 	 	 
	STATE OF ALABAMA

	 	 	)	 
	 
	WASHINGTON COUNTY

	 	 	)	 







FOURTH AMENDMENT TO




CAVITY DEVELOPMENT AND STORAGE AGREEMENT




     This Fourth Amendment to Cavity Development and Storage Agreement (this
“Fourth Amendment”) made of the 30th day of July, 2004, by and between Olin
Corporation (“Olin”) and Bay Gas Storage Company, Ltd. (“Bay Gas”).



     WHEREAS, the parties hereto entered into that certain Cavity Development
and Storage Agreement dated January 14, 1992, which is recorded in the Office
of the Judge of Probate of Washington County, Alabama in Deed Record Book No.
320, page 106, et seq.; and



     WHEREAS, the parties hereto entered into that certain First Amendment to
Cavity Development and Storage Agreement dated August 18, 1994 (“First
Amendment”), which is recorded in the Office of the Judge of Probate of
Washington County, Alabama, in Miscellaneous Book 100, page 112, et seq.; that
certain Second Amendment to Cavity Development and Storage Agreement made
as of the 28th day of September, 2000, which is recorded in the Office of the
Judge of Probate of Washington County, Alabama, in Miscellaneous Book 128, Page
77, et seq., Entry #42538 (the “Second Amendment”); and that certain


Third
Amendment to Cavity Development and Storage Agreement dated March 28, 2003
which is recorded in the Office of the Judge of Probate of Washington County,
Alabama in Miscellaneous Book 430, Page 62, et seq., Entry # 51387 (the “Third
Amendment”) (the Cavity Development and Storage Agreement as




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amended by the
First Amendment, Second Amendment and Third Amendment being hereinafter
referred to as the “CDSA”); and


     WHEREAS, Bay Gas has constructed the initial Cavity provided for pursuant
to the CDSA (the “First Cavity”) as well as an additional Cavity (the “Second
Cavity”), and Bay Gas’ Cavity Development Rights with respect to a third cavity
have terminated upon expiration of the Maximum Development Period specified in
Section 2.07 of the CDSA; and



     WHEREAS, Bay Gas and Olin desire to amend the CDSA to provide for New
Cavity Development Rights with respect to the First Cavity, the Second Cavity
and an additional Cavity (the “New Third Cavity”) as set forth herein.



     NOW, THEREFORE, in consideration of the premises, receipt by Olin from Bay
Gas of the payment specified in Section 1 hereof and of the other payments
specified in the CDSA and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows (capitalized terms used herein and not otherwise defined having the
meanings ascribed thereto in the CDSA):




	 	1.	 	Bay Gas shall pay to Olin the sum of *** within seven (7)
days following the execution of this Fourth Amendment.
	 
	 	2.	 	The CDSA is hereby amended as follows:




(a) the
address of the principal place of business of Olin in the preface is amended to read as follows: 501 Merritt Seven,
Norwalk, Connecticut 06856-4500


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(b) the penultimate recital paragraph is amended in its entirety
to read as follows:





	 	 	WHEREAS, Olin and Owners have entered
into a fourth amendment to the Cavity
Storage Agreement, effective as of May
1, 1991, a complete copy of which
amendment together with letter
agreements effecting extensions thereof
are attached hereto as Exhibit B,
establishing the monies to be paid to
the Owners with respect to cavity
storage of natural gas, and a fifth
amendment to the Cavity Storage
Agreement, effective as of July 30,
2004, a complete copy of which is
attached hereto as Exhibit B-1, setting
forth certain agreements with respect
to
the New Third Cavity in Section 2.01(c)
hereof.





(c) a new sentence is added to the end of Section
1.01 as follows:




	 	 	For the purposes hereof the “Surface
Lease” shall mean the same as it has
been and may be amended from time to
time, and the “Leased Land” shall
include all real property leased to
BGSC pursuant thereto.






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	(d)	 	the last sentence of Section 1.02 is amended in
its entirety to read as follows:






	 	 	For the purposes hereof the site of the New Third
Cavity and any alternate Cavity Site leased to BGSC
pursuant to the Surface Lease or any amendment
thereto shall be deemed a “Cavity Site”.






	(e)	 	a new Section 2.01(c) is added as follows:






	(c)	 	Notwithstanding subsection
2.01(a) and (b) above, BGSC shall have the rights to:
develop a third Cavity hereunder (the “New Third
Cavity”) with a maximum capacity of *** barrels
(subject to adjustment as provided herein, the
“Stipulated Capacity” of the New
Third Cavity); to develop
increased capacity
(“Fillout Capacity”) in either or both of the First
Cavity and the Second Cavity up to the respective
Stipulated Capacity of each, being *** barrels for
the First Cavity, and *** barrels for the Second
Cavity; and to develop capacity in excess of the
Stipulated Capacity (capacity in excess of Stipulated
Capacity being referred to as “Chargeable Expanded
Capacity”) in either or both of the First Cavity and
the Second Cavity, subject to payment of a Partial
Brine Fee as provided below. Measurements of Actual




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	 	 	Capacity shall be made not less frequently than
annually, and to the extent that Chargeable Expanded
Capacity is created, the Stipulated Capacity of the
New Third Cavity shall be correspondingly reduced.
If Chargeable Expanded Capacity is created, the
Partial Brine Fee for same shall become due as
specified in Section 2.04(d). The Brine Fee for the
New Third Cavity shall be as specified in Section
2.04(a).






	(f)	 	a new Section 2.01(d) is added as follows:






	(d)	 	The development rights set forth
in Section 2.01(c) (the “New Cavity Development
Rights”) may be exercised in such order and at such
times (which times shall be
extended for the duration of any force majeure event
described in Section 6.01) prior to the termination
of the New Cavity Development Rights pursuant to
Sections 2.07(d) and 2.07(e) below, subject to the
terms hereof, as may be determined by BGSC. The
maximum Chargeable Expanded Capacity shall be ***
barrels.






	(g)	 	a new Section 2.01(e) is added as follows:






	(e)	 	In the event that, following the
expiration of the New Cavity Development Rights any one
or more of the Cavities has not been developed to its
full Stipulated Capacity:





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	(i)	 	if Olin’s Brine
Services (being the brine supply and disposal
and other services set forth in Section 2.02)
are not committed to a third party and Olin so
agrees, BGSC may continue to develop Fillout
Capacity in any one or more of the First and
Second Cavities or to increase the Third Cavity
up to its Stipulated Capacity, upon notice to
Olin of its intent to do so. In such event,
Olin shall provide Brine Services for such
development on the same basis as during the term
of the New Cavity Development Rights.
	 
	(ii)	 	if Olin’s Brine
Services are committed to a third party or are
otherwise unavailable, BGSC may at its expense
drill fresh water wells and utilize disposal
wells in accordance with Section 2.09 to continue development of Fillout Capacity in any
one or more of the First and Second Cavities or
to increase the Third Cavity up to its
Stipulated Capacity, and Olin will cooperate in
such cavity development as provided therein.






	 	 	Any capacity created pursuant to this Section 2.01(e)
shall be added to previously-developed capacity for




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	 	 	purposes of calculating service fees pursuant to
Section 3.02(e).






	(h)	 	Section 2.02(a) is amended by replacing the
phrase “of *** grams per liter” with the phrase “averaging
approximately *** grams per liter”, and by replacing the
phrase “*** gallons per minute” with the phrase “*** gallons
per minute”.
	 
	(i)	 	Section 2.02(c) is amended by adding to the end
of the first sentence the phrase “, except as provided in
Section 2.09”; by replacing the phrase “generally averaged ***
to *** gpm” in the third sentence with “generally averaged ***
to *** gpm”; and by replacing the phrase “*** gpm” in the last
sentence with the phrase “*** gpm”.
	 
	(j)	 	Section 2.02(d) is amended by adding the
following to the end of the last sentence:






	 	 	, it being understood that solution mining methods
used prior to July 30, 2004, including reverse
circulation (injection water down the tubing-case annulus, brine return through the tubing) and
solution mining under gas (“SMUG”), have been
mutually agreed.






	(k)	 	The last sentence of Section 2.02(e) is amended
in its entirety to read as follows:




7









 









	(e)	 	Subject to the
requirements of Section 2.02(a), should
the returned injection water/brine be of
such quality (due to impurities or for
any other reason), that, in Olin’s
reasonable opinion, Olin’s present
treatment facilities could not accept
and treat said injection water/brine,
then BGSC shall either: treat the
injection water/brine to render it
equivalent (in Olin’s sole
determination) to Olin’s existing raw
brine; or, if other treatment is deemed
necessary by Olin, reimburse Olin upon
demand for the extra treatment
costs incurred by Olin calculated at
Olin’s cost; or utilize disposal wells
in accordance with Section 2.09.






	(l)	 	Section 2.02(g) is amended in its entirety to
read as follows:





	(g)	 	Olin shall timely
grant to BGSC pipeline rights of way and
easements over Olin’s lands during the
leaching, dewatering and maintenance
washing processes over which BGSC may
construct at BGSC’s expense pipelines
and equipment to accomplish the purposes
of the Agreement. Each such BGSC
pipeline and equipment if not removed by
BGSC at BGSC’s 





8









 








	 	 	expense pipelines
and equipment to accomplish the purposes
of the Agreement. Each such BGSC
pipeline and equipment if not removed by
BGSC at BGSC’s expense immediately after
it is no longer useful for solution
mining or maintenance washing pursuant
to this Agreement, shall be removed by
Olin at BGSC’s expense.






	(m)	 	Section 2.03(b) is deleted.
	 
	(n)	 	The first sentence of Section 2.04(a) is
amended by replacing the phrase “brine supply and disposal
services described in Section 2.02 hereof” with the term
“Brine Services”.
	 
	(o)	 	The following new sentence is added to Section
2.04(a) as the third sentence thereof:





	 	 	Notwithstanding the foregoing sentence,
the brine fee for the New Third Cavity
shall be *** (the “New Brine Fee”),
subject to any credit for a Partial
Brine Fee that may be applied thereto
pursuant to Section 2.04(d) and also
subject to the credit for a portion of
an extension fee, if any, paid as
provided in Section 2.07(d).






	(p)	 	The penultimate sentence of Section 2.04(a) is
deleted.
	 
	(q)	 	A new Section 2.04(d) is added as follows:






	(d)	 	In the event that BGSC develops
Chargeable Expanded Capacity prior to payment of the
New Brine








9









 








	 	 	Fee, BGSC shall pay to Olin a partial Brine
Fee (“Partial Brine Fee”) in the amount of ***. The
Partial Brine Fee shall be due within 30 days after
action is taken to create any Chargeable Expanded
Capacity. Any Partial Brine Fee paid to Olin shall be
a credit against any New Brine Fee thereafter due.







	(r)	 	A new Section 2.07(d) is added as follows:






	(d)	 	Notwithstanding the provisions of
Section 2.07(c), should BGSC fail to spud (“Commence”)
the New Third Cavity before expiration of the “New
Maximum Development Period” then the New Cavity
Development Rights shall terminate upon expiration of
the New Maximum Development Period. The “New Maximum
Development Period” shall begin on ***, and shall
extend for *** subject to extension as provided below.
BGSC shall have the option to extend the New Maximum
Development Period for an additional *** period by
payment to Olin, on or before the expiration of the
then-current New Maximum Development Period, of an
extension fee of *** for such year of extension, ***
of which shall be applied as a credit against the New




10









 






	 	 	Brine Fee if the New Third Cavity is Commenced. In
the event that Olin’s brine capacity becomes
permanently unavailable, including without limitation
because of circumstances specified in Section 2.08,
Olin shall use its best efforts to seek an extension
of the New Maximum Development Period from Owners for
an additional time period to permit BGSC to develop an
alternate source of such services. The foregoing
shall
not limit BGSC’s option to utilize a disposal well or
wells in accordance with Section 2.09.







	(s)	 	A new Section 2.07(e) is added as follows:






	(e)	 	If the New Third Cavity is
Commenced within the New Maximum Development Period,
the New Cavity Development Rights shall terminate
three years after the New Third Cavity is Placed in
Service.






	(t)	 	Section 2.08 is amended in its entirety to read as follows:






	2.08	 	Closing of or Change of Process
at the McIntosh Plant
	 
	 	 	Notwithstanding anything contained in this Agreement
to the contrary but subject to Section 2.04(b)
hereof, Olin may at any time during the term of the
New Cavity Development Rights give BGSC notice that
it






11









 







	 	 	
has closed, or that it intends to close, its
McIntosh plant or intends to change the process at
said plant so as to eliminate or substantially reduce
the plant’s requirement for brine. Should Olin give
such notice to BGSC, Olin shall only be obligated to
provide the Brine Services for a period of at least
sixty (60) days following the date of such notice, it
being understood that Olin shall use its best efforts
to provide such notice as far in advance as
practicable. If such notice is given after the New
Brine
Fee has been paid, Olin shall refund a portion of the
New Brine Fee, the amount of such refund being the
full amount of the New Brine Fee (disregarding any
credit for a Partial Brine Fee), less an amount equal
to said New Brine Fee multiplied by a fraction, the
numerator of which shall be the aggregate of
Chargeable Expanded Capacity (in the First and or
Second Cavity) and Actual Capacity (in the New Third
Cavity) created on or before the date Brine Services
are discontinued, and the denominator of which shall
be *** barrels. Should Olin directly or indirectly
sell its interests at McIntosh so that Olin can no
longer



12









 






	 	 	provide the services set forth herein, it shall
obtain an undertaking from the purchaser to abide by
the terms of this Agreement and shall notify BGSC of
such transfer as soon as practicable but no later
than the effective date of the closing of such
transfer.






	(u)	 	A new Section 2.09 is added as follows:






	2.09	 	Alternate Brine Services. In the
event that Olin cannot provide Brine Services, or if
BGSC shall for any other reason so determine, BGSC
shall have the right at BGSC’s expense to drill and
operate one or two fresh water wells (or if agreed by
Olin, to use Olin’s fresh water supply) and to drill
and operate one or two disposal wells and associated
settling ponds to enable it to continue to exercise
the New Cavity Development Rights. Such fresh water
and/or disposal well(s) shall be located on property
specified in an option agreement granted by Olin to
BGSC of even date herewith in the form of Exhibit E,
which shall grant to BGSC the option to purchase
specifically identified property for such use at a
purchase price of *** (the “Option”). Upon exercise
of the Option by BGSC, Olin
shall provide rights of way




13









 






	 	 	and easements for the
purposes of such fresh water and/or disposal well(s)
as provided in Section 2.02(g). Olin shall utilize
its best efforts to allow BGSC to make use of Olin
permits for such purpose and shall otherwise assist
BGSC in obtaining any required permissions or permits
for such purpose.






	(v)	 	A new Section 2.10 is added as follows:






	2.10	 	Other Development. Olin
acknowledges that BGSC’s rights to Brine Services
(including for maintenance washing as provided in
Section 4.02) shall have priority over non-plant uses
of Olin’s Brine Services to the extent so provided in
this Agreement. BGSC acknowledges that, subject to
BGSC’s rights under this Agreement, Olin and the
Owners may negotiate and enter into agreements with
other parties for development of facilities in the
McIntosh Salt Dome. BGSC agrees to negotiate in good
faith with Olin and such other interested parties for
rights to use BGSC’s transmission or pipeline
infrastructure.




14









 









	(w)	 	The existing paragraph of Section 3.02(b) is
redesignated as subsection 3.02(b)(i), and a new subsection
3.02(b)(ii) is added following the end of said paragraph as
follows:






	(ii)	 	Notwithstanding the provisions of subsection 3.02(b)(i) and 3.02(d),
with respect to the “Aggregate New Capacity” (being the Actual Capacity of
the New Third Cavity after it is Placed in Service, plus the amount, if
any, of Chargeable Expanded Capacity developed in the First Cavity, plus
the amount, if any, of Chargeable Expanded Capacity developed in the
Second Cavity) BGSC shall pay to Olin annual cash payments at the rate of
***, but not less than ***, per year (subject to adjustment pursuant to
Section 3.02(e)) payable in advance. The first payment for the Aggregate
New Capacity (“Prorated Payment”) shall be due upon the earlier of (x) the
date the New Third Cavity is Placed in Service, 




15









 








	 	 	or (y) the date any
Chargeable Expanded Capacity is developed and available for commercial
storage, or (z) the date *** (which period shall be extended for the
duration of any circumstance described in Section 6.01) from the date of
*** (payments pursuant to this Section 3.02(b)(ii)(z) are
to be based on Actual Capacity of the New Third
Cavity regardless of whether it has been Placed in
Service, and are to be subject to the minimum
payments specified in Section 3.02(e)(iii)(y) as
though the New Third Cavity has been Placed in
Service). The Prorated Payment shall be prorated to
reflect the fraction of a year represented by the
period beginning on the date the Prorated Payment is
due and ending on the date the First Full-year
Payment is due. Thereafter, payments (as adjusted
annually) shall be paid as follows: the next payment
(the “First Full-year Payment”) shall be made on the
date on which payment pursuant to Section 3.02(a) is
due, and subsequent payments shall be paid on or
before each subsequent anniversary of such date.
Annual payment of such




16









 







	 	 	fees shall be made for so long
as the Cavity to which such fee relates remains in
service.







	(x)	 	Section 3.02(e) is amended and restated in its
entirety to read as follows:






	(e)(i)	 	 The rates specified in Sections 3.02(a) and
3.02(b)(i) hereof of *** per barrel and *** per
barrel, respectively, shall be subject to increase or
decrease as of the date
the first Cavity is Completed and each additional cavity is Completed, respectively, and on each
anniversary of such dates thereafter for as long as
annual payments are to be made pursuant to Sections
3.02(a) and 3.02(b)(i), in equal proportion to any
increase or decrease in the Consumer Price Index, All
Items, All Urban Consumers (base: 1982-1984=100) (or
any comparable index which may replace it), as
published by the United States Department of Labor,
Bureau of Labor Statistics (or any successor
governmental agency) for the third month preceding
the month in which the respective Cavity is
Completed, and for the like preceding month of each
subsequent year, as compared to the same index for
the month of May, 1991.




17









 






	(ii)	 	The rate specified in Section
3.02(b)(ii) hereof of *** per barrel (which applies to
all Aggregate New Capacity irrespective of whether
such Aggregate New Capacity is developed in any one or
more of the First Cavity, the Second Cavity or the New
Third Cavity), as well as each minimum payment made
under Section 3.02(e)(iii)(y), if applicable, shall be
subject to increase or decrease on
each anniversary of the date the first payment is
made pursuant to Section 3.02(b)(ii) and thereafter
for as long as annual payments are to be made
pursuant to Section 3.02(b)(ii), in equal proportion
to any increase or decrease in the Consumer Price
Index, All Items, All Urban Consumers (base:
1982-1984=100) (or any comparable index which may
replace it), as published by the United States
Department of Labor, Bureau of Labor Statistics (or
any successor governmental agency) for the third
month preceding the month in which the payment is
due, and for the like month of each subsequent year,
as compared to the same index for the third month
preceding the date the first payment is made pursuant
to Section 




18









 






	 	 	3.02(b)(ii), provided that the increase in
any one year shall not exceed ***.
	 
	(iii)	 	However, in no event shall the
service fees payable by BGSC under Section 3.02(a)
hereof with respect to the First Cavity be less than
*** per barrel of Actual Capacity up to the Stipulated
Capacity nor less than ***; nor shall the service fees
payable by BGSC under Section 3.02(b)(i) hereof with
respect to the Second Cavity be less than *** per
barrel of Actual Capacity up to the Stipulated Capacity nor less than *** (subject
to adjustment pursuant to Sections 3.02(c) and
3.02(d) hereof, respectively, with respect to the
First Cavity and Second Cavity, provided that such
volume adjustment shall not apply to Chargeable
Expanded Capacity); nor shall the service fees
payable by BGSC under Section 3.02(b)(ii) hereof with
respect to the Aggregate New Capacity be less than
(x) *** per barrel of Aggregate New Capacity (which
applies to all Aggregate New Capacity irrespective of
whether such Aggregate New Capacity is developed in
any one or






19









 






	 	 	more of the First Cavity, the Second
Cavity or the New Third Cavity), nor less than (y)
*** for the first payment after the earlier of the
dates specified in Sections 3.02(b)(ii)(x) and
3.02(b)(ii)(z) (the earlier of such dates being
referred to as the “Start Date”), *** for the second
payment after the Start Date, *** for the third
payment after the Start Date, and *** thereafter, nor
less than (z) *** as described in Schedule 1 attached
hereto and made a part hereof. By way of example, if
the first Cavity is Completed in November 1993 and
the said Consumer Price Index for August 1993 is six
(6%) percent higher than the said Consumer Price
Index for May 1991, the
amount payable to Olin for the annual period from
November 1993 through October 1994, inclusive, for
the first cavity under Section 3.02(a) shall be ***
per barrel of Actual Capacity rather than *** per
barrel of Actual Capacity, but in no event less than
the sum of *** for the year (subject to adjustment
pursuant to Section 3.02(c) hereof).




20









 









	(y)	 	Section 3.02(f) is amended by replacing the text
after the phrase “*** barrels” with the following:






	 	 	provided that the Stipulated Capacity of each of the
First Cavity and the Second Cavity are as specified
in Section 2.01(c) and the term “Actual Capacity”
shall be defined as actual physical capacity, as
expressed in barrels and as finally determined by a
third party mutually agreeable to both Olin and BGSC,
for each of the Cavities on the Leased Land.






	(z)	 	Section 3.02(g) is amended in its entirety to read as follows:






	(g)	 	For purposes of this Agreement,
the terms “Completed” and “Placed in Service”, when
used in reference to a Cavity, shall mean that the
same has been leached and is ready to accept natural
gas for





	 	 	“Commercial Cavity
Storage” as such term is defined in the Cavity
Storage Agreement.






	(aa)	 	Section 3.04 is amended by adding the following
paragraph immediately after subparagraph (c) thereof:






	 	 	No Renewal Service Fee shall be payable with respect to
Aggregate New Capacity for which fees are payable pursuant to Section
3.02(b)(ii).






	(bb)	 	Section 4.01(b) is amended in its entirety to read as follows:





21









 








	 	 	(b) Upon termination of the Surface Lease pursuant to the
terms thereof, or if a Cavity shall become
“Nonoperational,” BGSC shall at BGSC’s expense and at
Olin’s option, subject to Sections 5.03(e) and 5.04 of the
Surface Lease:






	(i)	 	plug the entrance to
the affected Cavity or Cavities in compliance
with Olin’s reasonable specifications; or
	 
	(ii)	 	turn over the
operation of the affected Cavity or Cavities to
Olin with casing in place and unplugged.






	 	 	For purposes of this Section 4.01, “Nonoperational” shall
mean such Cavity has not been used for commercial
operations (being the injection, withdrawal or storage of
gas for
commercial storage purposes) at any time during a period of
not less than sixty (60) consecutive months.










	(cc)	 	Section 4.06(c) is amended by replacing the
figure “***” with “***”.
	 
	(dd)	 	Subparts (a) and (b), respectively, of SECTION XV
are revised to read as follows:
	 
	 	

	(a)     If to Olin:





22









 










	 	 	 
	

	 	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







     3. As amended hereby, the CDSA remains in full force and effect.



     4. Concurrently herewith, the parties shall enter into a Fourth Amendment
to Surface Lease in the form attached as Exhibit C-1 to the CDSA pursuant to
which , in consideration of the payment of *** by BGSC to Olin, the Surface
Lease shall be amended
to add to the Leased Lands two parcels aggregating approximately 10 acres
(the “Added Property”) by deleting therefrom the third cavity site described on
Exhibit A-3 thereto and replacing it with a New Third Cavity site of
approximately 2.1 acres located within the “Agreement Area” in the Cavity
Storage Agreement (as defined in the CDSA), and by increasing the area of the
surface facility site by approximately 8 acres.


     5. With respect to the Added Property, Olin represents and warrants to
BGSC that it has provided to BGSC through BGSC’s environmental consultant all
information requested by such environmental consultant and known to Olin with
respect


23









 







to environmental conditions on or affecting the Added Property. Except
as so disclosed, there are and shall be no environmental conditions existing
prior to the date of this Fourth Amendment on or affecting the Leased Land
caused by or resulting from the actions or failure to act of Olin or any other
person or entity (other than BGSC, its employees, agents or contractors), which
would cause BGSC to be required to incur any Costs (as defined in Section 5.02
(a) of the CDSA) against which BGSC is not indemnified under Section 5.03 (b)
of the CDSA.



24








 






IN WITNESS WHEREOF, each of the parties hereto has caused this
FourthAmendment to Cavity Development and Storage Agreement to be
executed on its behalf by its duly authorized officers as of the day and
year first above written.



 



OLIN CORPORATION



	 	 	 	 	 
	[Affix Corporate Seal]

	 	By:	 	/s/ John McIntosh
	 	 	 	 	

	 

	 	As its: Vice President, Olin







ATTEST:




/s/ Jennifer
Wolbach


Its: Assistant
Secretary



	 	 	 	 	 
	 	 	BAY GAS STORAGE COMPANY, LTD.
	 
	 	 	 	 
	

	 	By:
	 	MGS STORAGE SERVICES, INC.
As General Partner of Bay Gas
Storage Company, Ltd.
	 
	 	 	 	 
	[Affix Corporate Seal]	 	By:	 	/s/ Gregory Welch
	 	 	 	 	

	 	 	As its: President







ATTEST:




/s/ G. Edgar Downing,
Jr.


Its: Secretary



25









 





	 	 	 	 	 
	STATE OF TENNESSEE

	 	 	)	 
	 
	COUNTY OF BRADLEY

	 	 	)	 







     I, the undersigned Notary Public in and for said County and State, hereby
certify that John McIntosh, whose name as President, Olin Chlor Alkali
Products, a division of Olin Corporation, a Virginia corporation, is signed to
the foregoing instrument and who is known to me, acknowledged before me on this
day that, being informed of the contents of the instrument, he as such officer
and with full authority, executed the same voluntarily for and as the act of
said corporation.



     Given under my hand this the 26th day of July, 2004.



	 	 	 
	[Affix Seal]

	 	/s/ Olivia McLaurine
	

	 	
 
	

	 	Notary Public







My Commission Expires: February 27, 2006




	 	 	 	 	 
	STATE OF ALABAMA

	 	 	)	 
	 
	COUNTY OF MOBILE

	 	 	)	 







     I, the undersigned Notary Public in and for said County and State, hereby
certify that Gregory H. Welch, whose name as President of MGS Storage Services,
Inc., an Alabama corporation and the General Partner of Bay Gas Storage
Company, Ltd., an Alabama limited partnership, is signed to the foregoing
instrument and who is known to me, acknowledged before me on this day that,
being informed of the contents of the instrument, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation acting in its capacity as aforesaid.



     Given under my hand this the 30th day of July, 2004.



	 	 	 
	[Affix Seal]

	 	Martha Cooper Loper
	

	 	
 
	

	 	Notary Public







My Commission Expires: June 19, 2007




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THIS INSTRUMENT PREPARED BY:



G. Edgar Downing, Jr.

P. O. Box 2248

Mobile, Alabama 36652

(251) 450-4772.




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