BORDEN CHEMICALS & PLASTICS LIMITED PARTNERSHIP /DE/
ORDER GRANTING AUTHORITY TO EXTEND OBLIGATIONS
<DOCUMENT>
<TYPE>EX-10.69
<SEQUENCE>20
<FILENAME>dex1069.txt
<DESCRIPTION>ORDER GRANTING AUTHORITY TO EXTEND OBLIGATIONS
<TEXT>
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                                                                   Exhibit 10.69

                         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.         :


                     ORDER GRANTING AUTHORITY TO EXTEND THE
                  OBLIGATIONS OF BORDEN CHEMICALS AND PLASTICS
               OPERATING LIMITED PARTNERSHIP'S UNDER THE MODIFIED
           LOAN AGREEMENT WITH BCP MANAGEMENT, INC. (DOCKET NO. 1073)

          This matter coming before the Court on the Motion of Debtors and
Debtors in Possession for an Authority to Extend the Obligations of Borden
Chemicals and Plastics Operating Limited Partnership ("BCP") Under the Modified
Loan Agreement with BCP Management, Inc. ("BCPM") (the "Motion"), the Court
having reviewed the Motion and having heard the statements of counsel in support
of the relief requested in the Motion at the final hearing held on the Motion on
October 22, 2002 (the "Hearing"); and the Court having determined that the legal
and factual bases set forth in the Motion and the Hearing establish just cause
for granting on a final basis the relief requested in the Motion,

          THE COURT HEREBY FINDS 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)(M) and (O).

          C.   Notice of the Motion and the Hearing was sufficient under the
circumstances.

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          D.   A sound business purpose exists for BCP to enter into the Fourth
Amendment (as that term is used in the Motion), pursuant to sections 363 and
364(a) of the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330
(the "Bankruptcy Code"). In addition, entry into the Fourth Amendment is
appropriate under Section 105 of the Bankruptcy Code.

          IT IS HEREBY ORDERED THAT:

          1.   The Motion is Granted.

          2.   Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Motion, the Modified Loan Agreement as Amended,
the Fourth Amendment, or the Note which is contemplated thereby.

          3.   The terms and conditions of the Modified Loan Agreement as
Amended, the Fourth Amendment, the Note and Borrowing Certificate described
therein are hereby approved on a final basis.

          4.   BCP is hereby authorized to borrow on a final basis up to
$7,500,000.00 from BCPM, up to and until December 31, 2002, in accordance with
the terms and conditions of the Modified Loan Agreement As Amended and the
Fourth Amendment, and as discussed on the record at the Hearing.

          5.   BCP may incur the debt contemplated by the Modified Loan
Agreement as Amended and Fourth Amendment pursuant to Section 364(b) of the
Bankruptcy Code with the protection afforded by Section 364(c) of the Bankruptcy
Code. Such debt shall constitute a debt

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owed by BCP and not a contribution of capital into BCP by BCPM. Funds loaned by
BCPM to BCP pursuant to the Modified Loan Agreement as Amended and Fourth
Amendment shall constitute an allowed administrative expense under Section
503(b)(1)(A) of the Bankruptcy Code.


Dated:  October 22, 2002                      /s/ Peter J. Walsh
Wilmington, Delaware                        ------------------------------
                                            UNITED STATES BANKRUPTCY JUDGE

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