BORDEN CHEMICALS & PLASTICS LIMITED PARTNERSHIP /DE/
LOAN AGREEMENT DATED JANUARY 14, 2002
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>5
<FILENAME>dex1045.txt
<DESCRIPTION>LOAN AGREEMENT DATED JANUARY 14, 2002
<TEXT>
<PAGE>

                                                                   Exhibit 10.45

                                 LOAN AGREEMENT

           THIS LOAN AGREEMENT (the "Agreement") is made and entered into as of
January ___, 2002, by and between BORDEN CHEMICALS AND PLASTICS OPERATING
LIMITED PARTNERSHIP, a Delaware limited partnership, in its capacity as
debtor-in-possession under that certain Chapter 11 bankruptcy case filed as Case
No. 01-1268 (the "Case") filed on April 3, 2001 with the United States
Bankruptcy Court for the District of Delaware (the "Court") (the "Borrower"),
and BCP MANAGEMENT, INC., a Delaware corporation (the "Lender"). For valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the Borrower and the Lender, intending to be legally bound, hereby
recite and agree as follows:

                                    Recitals

           A. The Borrower is currently party to that certain $100,000,000 Loan
and Security Agreement dated March 31, 2000, by and among the Borrower, Fleet
Capital Corporation, as agent for the various Lenders party thereto, and the
various Lenders party thereto, as the same was subsequently amended prior to the
filing of the Case, and as the same was modified subsequent to the filing of the
Case by that certain Agreed Final Order Authorizing Debtor: (A) To Use Cash
Collateral; (B) To Incur Post-Petition Debt; and (C) To Grant Adequate
Protection And Provide Security To Fleet Capital Corporation, As Agent, which
was issued by the Court on July 11, 2001 (the "Final Order") and by the Interim
Orders (as so amended and modified, the "Fleet DIP Facility").

           B. The Borrower has requested that the Lender provide the Borrower
with a credit facility of up to $10,000,000.

           C. The Lender has access to funds sufficient to fund this Agreement
by virtue of its being the holder of that certain Demand Note dated November 30,
1987 in the original principal amount of $37,500,000, which was executed and
delivered to the Lender by Borden, Inc.

           D. On December 12, 2001, the Borrower, as a debtor and
debtor-in-possession, and the other debtor and debtor-in-possession in the Case,
filed with the Court their Amended Motion of Debtors and Debtors In Possession
for Entry of Interim and Final Orders Authorizing Secondary Postpetition
Financing Pursuant to Section 364(b) of the Bankruptcy Code and Rule 4001 of the
Federal Rules of Bankruptcy Procedure (the "Motion"). After a hearing on the
Motion on December 20, 2001, the Court entered that certain Agreed Interim and
Proposed Final Order Authorizing Secondary Postpetition Financing Pursuant to
Section 364(b) of the Bankruptcy Code and Rule 4001 of the Federal Rules of
Bankruptcy Procedure (the "Interim Secondary DIP Order"). This Agreement is the
Loan Agreement defined in the Interim Secondary DIP Order. A final order
approving this Agreement is contemplated following the Final Hearing (as defined
in the Interim Secondary DIP Order), which is currently scheduled to be held on
January 16, 2002.

           E. Based upon the foregoing, the Lender has agreed to extend the
foregoing credit to the Borrower upon the terms and conditions hereinafter set
forth.

<PAGE>

                                    Agreement

SECTION 1. DEFINITIONS

           1.1 Defined Terms. In addition to the other terms defined herein, the
terms set forth below shall have the meanings indicated below. To the extent
that capitalized terms are used but not defined herein, such terms shall have
the meanings given such terms in the Fleet DIP Facility (certain of which were
modified by the Interim Orders and the Final Order) and, where the definitions
of such defined terms make reference to other defined terms, such other defined
terms shall also have the meanings given such terms in the Fleet DIP Facility.

           Borrowing means a borrowing hereunder consisting of any Loan or Loans
made to the Borrower by the Lender.

           Borrowing Date means any Business Day upon which a Borrowing occurs.

           Business Day means a day other than a Saturday, Sunday or other day
on which commercial banks in Ohio are authorized or required by law to close.
Periods of days referred to in this Agreement shall be counted in calendar days
unless Business Days are expressly prescribed.

           Code means U.S.C. Title 11, as amended from time to time.

           Commitment means the commitment of the Lender to make Loans to the
Borrower pursuant to Section 2.1 hereof in the amounts referred to therein, as
such commitment may be terminated pursuant to Section 2.4 hereof.

           Commitment Period means the period from and including the date on
which the conditions to the initial Loans under Section 3 hereof have been
satisfied or waived to but excluding the Maturity Date.

           Default means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

           Default Rate means 2.0% per annum plus the non-default interest rate
otherwise payable hereunder.

           Dollars and "$" means dollars in lawful currency of the United States
of America.

           Event(s) of Default has the meaning set forth in Section 4 hereof.

           Excess Cash Flow means all cash received by the Borrower, regardless
of source, on any calendar day, which cash is not necessary to make a payment
reasonably estimated by the Borrower to be payable on the following Business
Day. Notwithstanding the foregoing, an aggregate maximum amount of $500,000 may
be maintained by the Borrower at all times across its various bank accounts, in
order to comply with certain minimum balance requirements and for other
immediate cash needs, and cash received into such bank accounts shall not
constitute "Excess Cash Flow" hereunder to the extent that the Borrower's bank
accounts have an aggregate balance below such amount.

           Loan Documents means this Agreement, the Note, and all other written
agreements, instruments, certificates, and documents, and all other writings
which are now or hereafter executed by or on behalf of the Borrower and
delivered to the Lender in connection with or as related to this Agreement

                                      -2-

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or the transactions arising herefrom, and as now in effect or as at any time
hereafter amended, modified, supplemented or restated.

           Loans has the meaning set forth in Section 2.1 hereof.

           Maturity Date means the earliest of (a) March 31, 2002, (b) such
earlier date as the Lender's obligation to make Loans hereunder shall otherwise
terminate as provided herein, (c) the date of the confirmation of a plan of
reorganization under the Case or (d) the date upon which the sale of
substantially all of the Borrower's assets has been completed.

           Note has the meaning set forth in Section 2.2(a) hereof.

           Obligations means, as of any date, the Loans, and all debts,
liabilities, covenants, duties, obligations of, and amounts owing from, the
Borrower to the Lender of every kind and description arising out of or in
connection with the Loan Documents, howsoever arising, whether now in existence
or hereafter incurred or arising, absolute or contingent, joint or several,
matured or unmatured, direct or indirect, and all interest, charges and
expenses.

           Payment Date means the first day of each calendar month after the
date hereof.

           Responsible Officer means, as to the Borrower, the President, Chief
Executive Officer, Chief Financial Officer or Senior Vice President - Commercial
of such entity.

           1.2 Other Definitional Provisions. Unless otherwise specified,

               (a) All terms defined in this Agreement, whether or not in this
Section 1 or by reference to the Fleet DIP Facility, have the defined meanings
provided herein when used herein, in the Notes, or in any other Loan Documents,
or any other certificate, instrument or other document made or delivered
pursuant hereto or thereto, unless otherwise defined therein. The definition of
any document or instrument includes all schedules, attachments and exhibits
thereto and all renewals, extensions, supplements, restatements and amendments
thereof.

               (b) "Hereunder," "herein," "hereto," "this Agreement" and words
of similar import refer to this entire document; "including" is used by way of
illustration and not by way of limitation, unless the context clearly indicates
the contrary; the singular includes the plural and conversely, and any action
required to be taken by the Borrower is to be taken promptly, unless the context
clearly indicates the contrary.

SECTION 2. AMOUNT AND TERMS OF COMMITMENT

               2.1 Commitment. Subject to the terms and conditions of this
Agreement, the Lender agrees to make loans to the Borrower from time to time
during the Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed the aggregate amount of $10,000,000. The Borrower
shall use the proceeds of loans made pursuant to the Commitment for working
capital and other general corporate purposes, for other purposes for which the
Borrower is otherwise permitted to incur Postpetition Debt pursuant to the Final
Order or for making payments from time to time on the Fleet DIP Facility if and
to the extent necessary to result in there existing at each such time no more
than $1 of Positive Borrowing Availability. Following the payment in full of the
Fleet DIP Facility, and so long as no Default or Event of Default then exists,
the Borrower may use the Commitment by borrowing, prepaying the loans made
thereunder in whole or in part, and reborrowing

                                      -3-

<PAGE>

such loans, all in accordance with the terms and conditions hereinafter set
forth. The loans made to the Borrower by the Lender pursuant to this Section 2.1
shall be referred to herein as "Loans".

           2.2  Notes.

                (a) The Loans made by the Lender pursuant to Section 2.1 hereof
shall be evidenced by a promissory note in the form of Exhibit A hereto made by
the Borrower payable to the order of the Lender in the original principal amount
of $10,000,000 (the "Note"). The Note shall evidence the obligations of the
Borrower to pay the Lender, or any subsequent holder(s) of the Note, the
aggregate unpaid principal amount of the Loans made by the Lender and evidenced
thereby, together with interest thereon as prescribed herein.

                (b) The Note shall (i) be dated as of the date hereof, (ii) be
stated to mature, with respect to the aggregate principal amount of all of the
Loans evidenced thereby, on the Maturity Date, and (iii) bear interest for the
period from the date thereof on the unpaid principal amounts of each of the
Loans from time to time outstanding at the applicable interest rates per annum
determined as provided herein. Interest on the unpaid principal balances of each
of the Loans evidenced by the Note shall be payable as specified herein.

           2.3  Procedure for Borrowing. The Borrower may borrow under the
Commitment during the Commitment Period on any Business Day. Notices by the
Borrower to the Lender of Borrowings of Loans shall be irrevocable and shall be
effective only if received by the Lender not later than 11:00 a.m., Ohio time,
on the day of such Borrowing. Each such notice of Borrowing shall specify the
aggregate amount of the requested Borrowing, the requested Borrowing Date (which
shall be a Business Day), the location and number of the Borrower's account to
which funds are to be disbursed and shall include with such notice a
fully-completed and executed certificate of a Responsible Officer substantially
in the form of Exhibit B attached hereto. The Lender shall make funds available
to the Borrower, subject to the satisfaction of the terms and conditions of this
Agreement, including subsection 3.2(e), by transferring immediately available
funds to the Borrower's account in the amount of any such Borrowing on the
requested date of Borrowing.

           2.4  Termination of Commitment Period. Unless earlier terminated
pursuant to the terms of this Agreement, the Commitment shall, without notice to
the Borrower, terminate at close of business on the last day of the Commitment
Period.

           2.5  Repayment of Loans. The Borrower hereby promises to pay the
outstanding principal amount of any Loans and any other Obligations outstanding
in full on the Maturity Date.

           2.6  Prepayments of Loans. Following the indefeasible payment in full
of the Fleet DIP Facility, the Borrower shall prepay the Loans, in whole or in
part, as applicable, with all Excess Cash Flow, on or prior to the date(s) that
is/are the Business Day immediately following the date such Excess Cash Flow is
received by the Borrower. In the case of any prepayment hereunder, whether in
part or in full, the payment received shall be applied in the order set forth in
the Note.

           2.7  Interest Rates; Computation.

                (a) The Borrower hereby promises to pay to the Lender interest
on the unpaid principal amount of each Loan made by the Lender for the period
from and including the date of such Loan to but excluding the date such Loan
shall be paid in full, at a fluctuating rate of interest equal to the Alternate
Base Rate plus 2.75%. Notwithstanding the foregoing, the Borrower hereby
promises to pay to the Lender (upon written notification from the Lender)
interest at the applicable Default Rate:

                                      -4-

<PAGE>

                (i)  on any principal of any Loan or any other Obligation that
            shall not be paid in full when due (whether at stated maturity, by
            acceleration, by mandatory prepayment or otherwise), for the period
            from and including the due date thereof to but excluding the date
            the same is paid in full; and

                (ii) during any period when any Event of Default shall have
            occurred and for so long as such Event of Default shall be
            continuing.

                (b)  Accrued and unpaid interest on each Loan shall be payable
monthly in arrears on each Payment Date, and upon the payment thereof, except
that interest payable at the Default Rate shall be payable from time to time on
demand.

                (c)  Interest on all Loans and other Obligations shall be
calculated on the basis of a 365 or 366, as appropriate, day year for the actual
number of days elapsed.

            2.8 Payments.

                (a)  Payment of all principal of, and accrued but unpaid
interest on, the Loans shall be made not later than 12:00 Noon, Ohio time, on
the date when due, in immediately available funds, to the Lender at its address
as set forth in Section 5.2 hereof. Whenever any payment of principal of, or
interest on, the Loans shall be due on a day which is not a Business Day, the
date for payment thereof shall be extended to the next succeeding Business Day.
If the date for any payment of principal is extended by order of the Court,
operation of law or otherwise, interest thereon shall be payable for such
extended time period unless the Court otherwise specifies.

                (b)  All payments of principal and interest with respect to
Loans shall be made in Dollars without setoff or counterclaim.


SECTION 3.  CONDITIONS PRECEDENT

            3.1 Conditions to Initial Loans. The obligation of the Lender to
make the initial Loans to the Borrower hereunder is subject to the full
satisfaction, in the opinion of the Lender, of the following conditions
precedent on or prior to the first Borrowing Date:

                (a)  This Agreement, the Note and the other Loan Documents. The
Lender shall have received this Agreement, the Note and all other Loan Documents
reasonably required by the Lender, duly executed and delivered by a Responsible
Officer of the Borrower.

                (b)  Approvals; Court Orders. All governmental and third-party
approvals necessary in connection with the execution of this Agreement, the
consummation of the transactions contemplated hereby, and the continuing
operations of the Borrower, including without limitation the order of the Court
(i) that the Borrower may incur the debt contemplated by this Agreement pursuant
to Section 364(b) of the Code with the protection afforded by Section 364(e) of
the Code, (ii) that such debt shall constitute the debt of the Borrower and not
a contribution of capital into the Borrower by the Lender and (iii) that the
Obligations shall constitute an allowed administrative expense under Section
503(b)(1)(A) of the Code, shall have been obtained and be in full force and
effect and all applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority which would restrain,
prevent or otherwise impose adverse conditions on the transactions contemplated
hereby.

                                       -5-

<PAGE>

                  (c)  No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing hereunder after giving effect to
the making of the initial Loans.

              3.2 Conditions to All Loans. The obligation of the Lender to
make any Loans hereunder on any date, including without limitation the initial
Loans, is subject to the full satisfaction, in the opinion of the Lender, of the
following conditions precedent as of the Borrowing Date for such Loan:

                  (a)  Representations and Warranties. The representations and
warranties made by the Borrower in this Agreement or any other Loan Document,
and any representations and warranties made by the Borrower which are contained
in any certificate, document or financial or other statement or Loan Document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the Borrowing Date of
such Loan as if made on and as of such date other than representations and
warranties that by their terms refer to a specific date.

                  (b)  No  Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such Borrowing Date or after
giving effect to the Loan to be made on such Borrowing Date, unless the same is
expressly waived by the Lender.

                  (c)  No Availability Under Fleet DIP Facility. There shall be
no Positive Borrowing Availability under the Fleet DIP Facility at the date and
time the request for such Borrowing is made (after giving effect to borrowings
under the Fleet DIP Facility requested contemporaneously therewith).

                  (d)  No Revocation of Prior Court Orders. Except with the
written consent of the Lender, no order of the Court relating to this Agreement
or the Fleet DIP Facility shall have been revoked, rescinded, vacated or
modified in any manner and there shall be pending no motions from any party
seeking such revocation, rescission, vacation or modification.

                  (e)  Lender's Determination of Continued Feasibility of Exit
Strategy. The Lender (i) shall have determined, in its reasonable discretion
based upon its review of such information as it may reasonably require, that the
Borrower's previously announced exit strategy remains achievable and sufficient
to indefeasibly pay in full the Obligations and all amounts senior thereto, if
any, or (ii) shall have determined, in its sole discretion as to any requested
Borrowing, to waive its rights under the foregoing clause (i).

                  Each Borrowing by the Borrower under this Agreement shall
constitute a representation and warranty by the Borrower as of the date of such
Borrowing that the conditions contained in the foregoing paragraphs (a), (b),
(c) and (d) of this Section 3.2 have been fully satisfied.

SECTION 4.    EVENTS OF DEFAULT AND REMEDIES

              Upon the occurrence of any of the following events (each an "Event
of Default"):

                  (1)  the  Borrower (a) shall fail to pay any principal on any
Loan when such amount becomes due in accordance with the terms hereof; or (b)
shall fail to pay any interest on any Loan or any other Obligation within three
days of the date when such amount becomes due in accordance with the terms
hereof or thereof; or

                  (2)  the Borrower shall (a) default in the observance or
performance of any covenant or agreement set forth in any Loan Document; (b)
fail to deliver or cause to be delivered the

                                      -6-

<PAGE>

information, notices or other items specified in this Agreement, or under the
Note or any other Loan Document when due; or

                   (3)  any representation or warranty made by the Borrower
herein, or in the Note or in any other Loan Document, or which is contained in
any certificate, document or financial or other statement or other Loan Document
furnished at any time under or in connection herewith or therewith, shall prove
to have been incorrect in any material respect on or as of the date made;

                   (4)  the Case is either dismissed or converted to Chapter
7 of the Code; or

                   (5)  the Agent (a) provides written notice to the
Borrower that an Event of Default (as defined in the Fleet DIP Facility) has
occurred and is continuing, or (b) without giving notice, exercises a right or
remedy available upon the occurrence of an Event of Default (as defined in the
Fleet DIP Facility).

then, and in any such event: (i) the Lender may, by written notice to the
Borrower, declare its obligation to make Loans hereunder to be immediately
terminated, whereupon such obligation shall immediately terminate, and (ii) the
Lender may, by written notice of default to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other Obligations to be
immediately due and payable, and upon the giving of such notice of default, all
such amounts immediately shall become due and payable without further demand,
notice or protest of any kind; the giving of any such further demand, notice or
protest being hereby expressly waived by the Borrower, and all other Persons
directly or indirectly liable for the payment and/or performance of the
Obligations; and thereupon, the Lender may proceed to exercise any and all
remedies that are provided to it under this Agreement, the Note, the other Loan
Documents, applicable law or by order of the Court.

SECTION 5.    MISCELLANEOUS

              5.1  Amendments and Waivers. Unless prohibited from doing so by
order of the Court, the Lender and the Borrower may, from time to time, enter
into written amendments, supplements or modifications for the purpose of adding
any provisions to this Agreement, the Note or any other Loan Documents, or
changing in any manner the rights of the Lender or the Borrower hereunder or
thereunder, and the Lender may execute and deliver to the Borrower a written
instrument waiving, on such terms and conditions as the Lender may specify in
such instrument, any of the requirements of this Agreement, the Note or any
other any Loan Document, or any Default or Event of Default and its
consequences.

               5.2  Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed to be properly given when personally delivered
to any officer or designated representative of the party entitled to receive the
notice, or when sent by certified or registered first class mail or nationally
recognized overnight courier, postage prepaid, by facsimile transmission (if
provided for below) or by e-mail (if provided for below), when properly
addressed or sent to the party entitled to receive such notice at the address
stated below:

              If to the Borrower, to:

              Borden Chemicals and Plastics Operating Limited Partnership
              Highways 73 & 30
              Geismar, Louisiana  70734
              Attn:  Chief Financial Officer
              Fax:  225.673.0626

                                      -7-

<PAGE>

                   If to the Lender, to:

                   BCP Management, Inc.
                   c/o Borden, Inc.
                   180 East Broad Street
                   Columbus, Ohio  43215
                   Attn:  Gerald F. Mann, Director, Treasury Operations
                   e-mail:  manngf@bordenchem.com

                   Either party may change its address for purposes of notice
hereunder by delivering written notice of such change to the other party.

                   5.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Lender, any right, remedy, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

                   5.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Note.

                   5.5 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Borrower, the Lender and their respective
successors and assigns permitted hereby. Notwithstanding the foregoing, the
rights and obligations of Borrower hereunder may not be assigned or transferred
by Borrower without the prior written consent of Lender.

                   5.6 Counterparts; Effective Date. This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with Borrower and the
Lender. This Agreement shall become effective upon the receipt by the Lender of
executed counterparts of this Agreement by each of the parties hereto. The
parties agree that facsimile counterpart signatures shall be sufficient to bind
a party hereto.

                   5.7 Governing Law. This Agreement, and the Note, and the
rights and obligations of the parties hereunder and thereunder, shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of Ohio, except and only to the extent precluded by other laws of
mandatory application. Notwithstanding the foregoing, the Court shall retain
jurisdiction over this Agreement and the forum for any action relating hereto
shall be the Court.

                   5.8 Supersession and Headings. Except as specified in Section
5.10 hereof, this Agreement, the Notes and the other Loan Documents contain the
entire agreement between the Borrower and the Lender with respect to the subject
matter hereof, and replace any prior or contemporaneous understandings and
agreements, oral or written, between the Borrower, and the Lender with respect
to the subject matter hereof, including any commitment, oral or written, of the
Lender previously issued. No representation, warranty, modification, alteration
or agreement shall affect this Agreement, unless made in writing and executed
with the same formalities as this Agreement. The paragraph headings do not

                                      -8-

<PAGE>

form a part of this Agreement, but are for convenience only, and shall not limit
or affect in any way the meaning of its provisions.

                   5.9  No Joint Venture. The Lender, by entering into this
Agreement or by any action taken pursuant hereto, shall not be deemed to be a
partner or joint venturer with the Borrower and the Borrower hereby indemnifies
and holds the Lender harmless from and against any and all claims, demands,
losses, damages and expenses made or incurred, resulting from or arising out of
any such construction or alleged construction of any agreement between the
Borrower and the Lender, either individually or collectively.

                   5.10 Incorporation of Interim Secondary DIP Order. The
Interim Secondary DIP Order is hereby incorporated in its entirety into this
Agreement by this reference. Anything to the contrary contained in this
Agreement notwithstanding, and pursuant to the terms of the Interim Secondary
DIP Order, the Commitment referenced in Section 2.1 hereof shall only be in the
amount of $5,000,000 until such time, if at all, that this Agreement is approved
by the Court following the Final Hearing (as defined in the Interim Secondary
DIP Order).

                   5.11 Effect of Court Orders. Subject to the terms of the
following sentence, if any provision of this Agreement or any other Loan
Document conflicts with the Final Order, the Interim Secondary DIP Order any
final or other order of the Court relating to this Agreement or any other order
of the Court, the provisions of such order shall control and this Agreement or
such other Loan Document shall automatically, without the execution of further
documentation, be deemed modified to comply with such order. Notwithstanding the
foregoing, no order of the Court shall have the effect of postponing the
Maturity Date beyond March 31, 2002 without the prior written consent of the
Lender, which may be withheld in the Lender's sole discretion.

            [The remainder of this page is intentionally left blank.]

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           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                          BORDEN CHEMICALS AND PLASTICS
                          OPERATING LIMITED PARTNERSHIP, a Delaware
                          limited partnership

                          By: BCP Management, Inc., a Delaware corporation, its
                          general partner

                          By: _________________________________________________
                             Mark J. Schneider
                             President and Chief Executive Officer

                          BCP MANAGEMENT, INC.
                          a Delaware corporation

                          By:__________________________________________________
                             William H. Carter
                             Chairman of the Board

                                      -10-

<PAGE>

                                    Exhibit A

                                 [Form of Note]

                                      NOTE

$10,000,000                                                     January __, 2002


           FOR VALUE RECEIVED, the undersigned ("Borrower") promises to pay to
the order of BCP Management, Inc., a Delaware corporation ("Lender"), at the
office of Lender, c/o Borden, Inc., 180 East Broad Street, Columbus, Ohio 43215,
Attn: Director, Treasury Operations, or at such other place as the holder hereof
may, from time to time, in writing designate, the principal sum of Ten Million
Dollars ($10,000,000) (or so much thereof as may be disbursed to, or for the
benefit of, Borrower and remain unpaid) in lawful money of the United States of
America and in immediately available funds, together with interest and payable
at such interest rates and for such periods and in such manner, time(s) and
place(s) as are specified in the Loan Agreement hereinafter defined.

           This note ("Note") is the Note identified in the Loan Agreement dated
as of January __, 2002 (as the same shall be amended, modified or supplemented
from time to time, the "Loan Agreement") between Borrower and Lender, and the
Loan Agreement is hereby incorporated into this Note and made a part hereof.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Loan Agreement.

           Principal and interest shall be payable as set forth in the Loan
Agreement. Anything to the contrary contained herein or therein notwithstanding,
all principal, accrued but unpaid interest and other amounts payable in
connection herewith shall be due and payable in full on the Maturity Date.

           Lender's records of the principal, accrued interest and other charges
due hereunder, as well as applicable interest rates and periods are, absent
manifest error, conclusive as to and binding upon all Persons.

           Upon occurrence of an Event of Default, the whole or any part of the
unpaid indebtedness evidenced hereby shall, at once or at any time thereafter,
at the option of the holder or holders hereof, become due and payable without
notice or demand therefor, the same being expressly waived. A failure of the
holder thereof to insist upon strict compliance with the terms hereof or to
assert any right hereunder shall not be a waiver of any default and shall not be
deemed to constitute a modification of the terms hereof or to establish any
claim or defense.

           All payments received under the terms of this Note will be applied by
the Lender first to any sums due under this Note other than interest and
principal, second to any accrued but unpaid interest hereunder, third to any
principal due hereunder.

           This Note shall bind Borrower and its successors and assigns, and
shall inure to the benefit of the Lender and its successors and assigns.
Notwithstanding the foregoing, the obligations of Borrower hereunder may not be
assigned or transferred by Borrower without the prior written consent of Lender.

<PAGE>

           No delay or omission on the part of the holder in exercising any
right hereunder shall operate as a waiver of such right or of any other right
under this Note. A waiver on any one occasion shall not be construed as a bar to
or waiver of any such right and/or remedy on any future occasion.

           All persons now or hereafter liable, primarily or secondarily, for
the payment of the indebtedness evidenced hereby or any part thereof, do hereby
expressly waive presentment for payment, notice of dishonor, protest and notice
of protest, and agree that the time for payment or payments of any part of the
indebtedness evidenced hereby may be extended without releasing or otherwise
affecting their liability hereon.

           Borrower agrees that the laws of the State of Ohio shall govern its
rights and duties hereunder and the construction and effect hereof. However, if
any provision hereof is or becomes invalid or unenforceable under any law of
mandatory application, it is the intent of Borrower, Lender and all parties
primarily or secondarily liable hereunder, that such provision will be deemed
severed and omitted herefrom, the remaining portions hereof to remain in full
force and effect as written.

           IN WITNESS WHEREOF, Borrower has executed this Note as of the day and
year first above written.

                          BORDEN CHEMICALS AND PLASTICS
                          OPERATING LIMITED PARTNERSHIP, a Delaware
                          limited partnership

                          By: BCP Management, Inc., a Delaware corporation, its
                          general partner

                          By:___________________________________________________
                             Mark J. Schneider
                             President and Chief Executive Officer

                                       2

<PAGE>

                                    Exhibit B

                         [Form of Borrowing Certificate]

                       [Letterhead of Borden Chemicals and
                     Plastics Operating Limited Partnership]

                                                     _____________________, 200_

BCP Management, Inc.

___________________
___________________
___________________

           The undersigned, a Responsible Officer of Borden Chemicals and
Plastics Operating Limited Partnership, a Delaware limited partnership
("Borrower"), gives this certificate to BCP Management, Inc. ("Lender") in
accordance with the requirements of subsection 2.3 of that certain Loan
Agreement dated December __, 2001 by and between Borrower and Lender (the "Loan
Agreement"). Capitalized terms used in this Certificate, unless otherwise
defined herein, shall have the meanings ascribed to them in the Loan Agreement.

           1. Borrower hereby requests that Lender make a Loan to Borrower in
the amount of $________________ on _________, 200_ by wiring funds to the
following account: _______ ______________________________________________.

           2. No Default exists on the date hereof, other than: _______________
___________________________________________________________ [if none, so state].

           3. No Event of Default exists on the date hereof, other than
_____________ _____________________________________________ [if none, so state].

           4. There is no Positive Borrowing Availability under the Fleet DIP
Facility.

           5. All other conditions precedent to Lender's obligation to make the
requested Loan, as set forth in Section 3 of the Loan Agreement, have been
satisfied.

                                          Very truly yours,



                                         _______________________________________
                                         Title: __________________

                                        3

</TEXT>
</DOCUMENT>
