BORDEN CHEMICALS & PLASTICS LIMITED PARTNERSHIP /DE/
ORDER(AMENDED)AUTHORIZING DEBTORS/DEBTORS IN POSS.
<DOCUMENT>
<TYPE>EX-10.59
<SEQUENCE>10
<FILENAME>dex1059.txt
<DESCRIPTION>ORDER(AMENDED)AUTHORIZING DEBTORS/DEBTORS IN POSS.
<TEXT>
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                                                                   Exhibit 10.59

                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re:                               :
                                     :   Jointly Administered
BORDEN CHEMICALS AND                 :   Case No. 01-1268 (PJW)
PLASTICS OPERATING LIMITED           :
PARTNERSHIP, a Delaware limited      :
partnership, et al.,                 :
                                     :   Chapter 11
                       Debtors.      :   Relates to Docket No. 860

           AMENDED ORDER AUTHORIZING DEBTORS AND DEBTORS IN POSSESSION
                 TO ASSUME AND ASSIGN CERTAIN ETHYLENE CONTRACTS
                             AND SETTING CURE AMOUNT

               This matter coming before the Court on the Motion of Debtors and
Debtors in Possession for an Order: (A) Approving Bid Procedures; (B)
Authorizing Assumption and Assignment of Certain Ethylene Contracts; (C) Setting
Cure Amount; and (D) Granting Related Relief (the "Motion"); the Court having
reviewed the Motion; the Court finding that: (a) the Court has jurisdiction over
this matter pursuant to 28 U.S.C. Sections 157 and 1334; (b) this is a core
proceeding pursuant to 28 U.S.C. Section 157(b)(2); (c) due and proper notice of
the Motion has been given under the circumstances, and no other or further
notice is required; (d) assumption and assignment of the Ethylene Contracts (as
defined in the Motion) is allowable under section 365 of the Bankruptcy Code, is
a reasonable exercise of the business judgment of the Debtors, and is in the
best interests of the Debtors' estates and creditors, (e) the Debtor has
thoroughly marketed the Ethylene Contracts and conducted an auction at which
Qualified Bidders engaged in competitive bidding, (f) the Debtors, after
consultation with BCP Management, BCP Creditors' Committee and the BCPM
Creditors' Committee, have determined that Georgia Gulf

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Corporation ("GGC") has submitted the highest and best bid, (g) GGC has
submitted the highest and best bid, and has negotiated fairly and in good faith
and has provided adequate assurance of future performance under the Ethylene
Contracts and (h) the Court having determined that the legal and factual bases
set forth in the Motion establish just cause for the relief granted herein;

               IT IS HEREBY ORDERED THAT:

               1.   The Motion is GRANTED.

               2.   Capitalized terms used herein and not otherwise defined
shall have the meanings given to them in the Motion; the Notice by Debtors and
Debtors in Possession of: (A) Amended Bid Procedures Related to Potential
Assumption and Assignment of Certain Ethylene Contracts, (B) Hearing on same and
(C) Amended Opening Bid for Contracts [Docket No. 903] (the "Amended Notice of
Bid Procedures") and the Order Approving Bidding Procedures With Respect To
Debtors' Assumption and Assignment Of Certain Ethylene Contracts And Setting
Cure Amount, which was entered by the Bankruptcy Court on August 7, 2002 [Docket
No. 921] (the "Bid Procedures Order").

               3.   Pursuant to the terms and procedures set forth in the
Motion, the Bid Procedures Order and this Sale Order, the Cure Amount due and
owing to Shell is hereby determined to be as follows:

                    a.   $3,367,335.10, representing a prepetition cure
                         amount arising from goods ("Product") delivered
                         pursuant to the Ethylene Contracts (the
                         "Prepetition Cure");

                    b.   $7,018,203.46, representing a postpetition cure
                         amount (the "Postpetition Cure") as of August 1,
                         2002.

               4.   Shell has timely filed objections [Docket Nos. 874, 913 and
947] (the "Shell Objections") to the Motion. However, the Debtors and BCP
Management, Inc., together with their respective committees of unsecured
creditors, have agreed to the terms of a Stipulation

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and Order Relating to an Agreement by and Among Shell Oil Company, Shell
Chemical Company, Shell Chemical Capital Corporation and the Debtors Concerning
the Assumption and Assignment of Certain Ethylene Contracts (the "Stipulation"),
which, upon Court approval, will resolve the Shell Objections. This Order shall
not be effective until the entry of an Order approving the Stipulation. Until
the entry of such an Order, Shell reserves all of its rights to assert the Shell
Objections, except as determined in the Bid Procedures Order.

               5.   The Debtors are hereby authorized immediately to assume and
assign the Ethylene Contracts to GGC, pursuant to section 365 of the Bankruptcy
Code, under the terms set forth in the assumption and assignment agreement
attached hereto as Exhibit A (the "Assumption and Assignment Agreement") and
incorporated by reference as if fully set forth herein. Subject only to Shell
Chemical Capital's rights and interests under the Assignment Agreements more
specifically described in the Stipulation, GGC shall take the Ethylene Contracts
free and clear of all liens, claims and encumbrances of any other party.

               6.   Within 3 days after the Approval Date (as defined in the
Assumption and Assignment Agreement) GGC is ordered to pay to the Debtors all
amounts owing to the Debtors pursuant to the terms of the Assumption and
Assignment Agreement amounting to $3.2 million. Within 3 days after the Approval
Date (as defined in the Assumption and Assignment Agreement) GGC is ordered to
pay to Shell the Prepetition Cure and the Postpetition Cure, the payment of
which shall cure all defaults under the Ethylene Contracts.

               7.   Upon execution of the Assumption and Assignment Agreement
and payment of the amounts set forth in paragraph 6, above, GGC shall be
entitled to delivery within a reasonable time of the product designated for
delivery in April, May, June and July 2002 under the Ethylene Contracts, that
upon the payment to Shell of the payment due in September, 2002,

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GGC will be entitled to prompt delivery of product representing the product
designated for delivery during August, 2002 under the Ethylene Contracts, and
that deliveries and payments thereafter shall occur as provided for under the
Ethylene Contracts. Provided, however, if the Order is not entered until
September 8, 2002, the payment for the product designated for delivery during
August 2002 under the Ethylene Contracts shall be due as an additional Cure
Claim payable within three (3) days after the Approval Date.

               8.   Upon assumption and assignment of the Ethylene Contracts,
the Ethylene Contracts shall be fully enforceable according to their terms as if
no default had occurred, and GGC and Shell will bound by all terms of the
Ethylene Contracts.

Dated:  August 28, 2002                             /s/ Peter J. Walsh
        Wilmington, Delaware                  ------------------------------
                                              UNITED STATES BANKRUPTCY JUDGE

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