BORDEN CHEMICALS & PLASTICS LIMITED PARTNERSHIP /DE/
FINAL ORDER AUTHORIZING SECONDARY POSTPETITION
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>9
<FILENAME>dex1049.txt
<DESCRIPTION>FINAL ORDER AUTHORIZING SECONDARY POSTPETITION
<TEXT>
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                                                                   Exhibit 10.49

                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

IN RE:

BORDEN CHEMICALS AND PLASTICS              :   Jointly Administered
 OPERATING LIMITED PARTNERSHIP,            :
 a Delaware limited partnership, et al.,   :   Case No. 01-1268 (RRM)
                                           :
          Debtors.                         :   Chapter 11

                     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 (DOCKET NO. 489)

     This matter came before this Court on the Amended Motion (the "Motion") of
the above-captioned debtors and debtors-in-possession (collectively, the
"Debtors"), requesting that this Court enter an Order (1) authorizing Debtor
Borden Chemicals and Plastics Operating Limited Partnership ("BCP") to obtain
additional, secondary postpetition financing (the "Secondary DIP Facility")
pursuant to a loan agreement, the form of which is attached to the Motion as
Exhibit A (the "Loan Agreement") by and between BCP, as borrower, and BCP
Management Inc. (the "Lender"), as lender; (2) pending the final hearing on this
Motion, authorizing BCP to obtain emergency postpetition loans under the
Secondary DIP Facility in an amount not to exceed $5,000,000; and (3) scheduling
the final hearing for final approval of the Secondary DIP Facility no later than
January 16, 2002. Unless otherwise indicated, the following term in this Order
shall have the meanings set forth below. Other capitalized terms used in this
Order have the meanings set forth for such terms in the postpetition credit
facility approved by this Court on a

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final basis on July 11, 2001 (the "Primary DIP Facility") by and among BCP,
Fleet Capital Corporation, as Agent ("Fleet") and the other institutions that
are lenders thereunder.

          1. Event of Default. An Event of Default defined in the Loan
Agreement.

          2. Final Hearing. The final hearing on this Motion conducted in
accordance with Fed. R. Bankr. P. 4001.

          3. Postpetition Debt. All indebtedness and obligations of BCP to the
Lender incurred pursuant to this Order and the Loan Agreement.

          4. Maturity Date. The Maturity Date defined in the Loan Agreement.

          Having examined the Motion, being fully advised of the relevant facts
and circumstances surrounding the Motion and having completed a preliminary
hearing pursuant to Code (S)(S) 363/1/ and 364 and Fed. R. Bankr. P. 4001(b) and
(c)(2), BASED UPON THE RECORD AT THE PRELIMINARY HEARING, IT APPEARS TO THE
COURT THAT:

               (a) On the filing date, the Debtors filed voluntary petitions
for relief under Chapter 11 of the Code. The Debtors' Chapter 11 cases have been
consolidated for procedural purposes only and are being administered jointly.
The Debtors are continuing in possession of their respective properties and are
acting as debtors-in-possession pursuant to Code (S)(S) 1107 and 1108.

               (b) The Debtors have stipulated and represented to the Court
that:

                    (i) BCP has executed an asset purchase agreement with
Shintech Louisiana, LLC providing for the sale of the assets and operations of
BCP's plant in Addis, Louisiana;

----------
/1/  Unless otherwise indicated, all section references are to the Bankruptcy
     Code, 11 U.S.C.(S)(S) 101 et. seq.

                                       2

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                    (ii) The Debtors continue to pursue various strategic
alternatives with respect to BCP's facilities in Geismar, Louisiana and
Illiopolis, Illinois, including potential mergers, joint ventures, asset sales
or other options; and

                    (iii) The Primary DIP Facility may prove insufficient to
finance BCP's working capital needs throughout the timeframe the Debtors
anticipate they will need for selling assets and obtaining confirmation of a
plan of reorganization and have an immediate need for cash to preserve the value
of all of their assets.

               (c) An immediate need exists for BCP to obtain Postpetition Debt
in order to enable BCP to minimize disruption to its business operations. Entry
of this Order will also enhance the possibility of a successful reorganization.

               (d) The terms of the Secondary DIP Facility have been negotiated
in good faith and at arms' length and the Secondary DIP Facility is being
extended in good faith, as that term is used in Code (S) 364(e).

               (e) In order to prevent harm to the estates pending the Final
Hearing, BCP needs to incur Postpetition Debt to meet their working capital
needs through the conclusion of such Final Hearing.

               (f) Under the circumstances of the Case, the terms and conditions
of the Secondary DIP Facility and this Order are a fair and reasonable response
to the Debtors' request for BCP's incidence of Postpetition Debt, and the entry
of this Order is in the best interest of the Debtors' estates and their
creditors.

               (g) The notice provided by the Debtors of the Motion, the hearing
on the Motion, and the entry of this Order satisfy the requirements of Fed. R.
Bankr. F 4001 and were otherwise sufficient and appropriate under the
circumstances.

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          WHEREFORE, IT IS HEREBY ORDERED THAT:

          l. The Motion is GRANTED.

          2. Authorization To Incur Postpetition Debt.

               (a) Authorization To Incur Debt. BCP is authorized to incur
Postpetition Debt, and the Lender shall be required to provide BCP with
Postpetition Debt pursuant to the terms of the Loan Agreement to be executed by
BCP and the Lender. The authorization of BCP to incur Postpetition Debt is
subject to the purposes for such borrowings as set forth in the Loan Agreement.
The Postpetition Debt constitutes the debt of BCP for all purposes and shall not
under any circumstances be deemed an investment of equity by the Lender.

               (b) Administrative Expense Status. The Postpetition Debt is
hereby granted administrative expense status under Code (S) 503(b)(1)(A) and BCP
is permitted to incur the Postpetition Debt pursuant to Code (S) 364(b) with the
protection afforded by Code (S) 364(e).

          3. Termination of Right to Incur Postpetition Debt.

               (a) Maturity Date. Unless extended by the Court upon the written
agreement of the Lender, this Order and BCP's authorization to incur
Postpetition Debt pursuant to this Order will immediate terminate on the
Maturity Date.

               (b) Rights Upon Termination. On the Maturity Date, the Lender and
BCP shall be entitled to apply to this Court for all appropriate relief, upon
such notices as may be appropriate under the circumstances; provided, however,
that (1) the obligations of BCP and the rights of the Lender with respect to all
transactions which have occurred prior to the Maturity Date shall remain
unimpaired and unaffected; and (2) the Lender and BCP shall retain all of their
respective rights and remedies under the Code.

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          4. Miscellaneous Provisions.

               (a) Modification of Stay. The automatic stay of Code (S) _62 is
hereby modified with respect to the Lender to the extent necessary to effectuate
the provisons of this Order.

               (b) No Waiver. Except to the extent expressly set forth in this
Order, this Order shall not constitute a waiver by the Lender of any of its
rights under the Code or other applicable law. The Lender's failure, at any time
or times hereafter, to require strict performance by BCP (or by any Trustee) of
any provision of this Order shall not waive, affect of diminish any right of the
Lender thereafter to demand strict compliance or performance therewith. No delay
on the part of the Lender in the exercise of any right or remedy under this
Order shal1 preclude any other or further exercise of any such right or remedy
or the exercise of any other right or remedy. None of the rights or remedies of
the Lender under this Order shall be deemed to have been suspended or waived by
the Lender unless such suspension or waiver is in writing, signed by a duly
authorized officer of the Lender and directed to BCP specifying such suspension
or waiver.

          5. Authorization To Obtain Interim Credit. Pending the Final Bearing,
BCP is authorized, and the Lender shall be required to provide BCP with
Postpetition Debt, up to the Interim Amount (as defined in the Motion), pursuant
to the terms of the Loan Agreement and subject to all of the rights granted to
the Lender pursuant to this Order.

          6. Notice of Final Hearing. The Debtors shall, on or before December,
27, 200\, serve copies of a notice of entry of this Order, together with a copy
of this Order, on the Lender, the Lender's counsel, Fleet, Fleet's counsel,
counsel, to the Committee, counsel to the indenture trustee with respect to the
9 1/2% notes, the United States Trustee, and the other persons

                                       5

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entitled to notice under Bankruptcy Rule 4001(c), as of such date, and any other
party-in-interest for which counsel to the Debtors has timely received a written
request in this case to receive such pleadings. The notice of entry of this
Order shall state that any party-in-interest objecting to the entry of a Final
Order on the Motion shall file a written objection with the United States
Bankruptcy Court Clerk for the District of Delaware no later than 9.00 p.m. on
January, 10, 2002, which objection shall be served so that the same is received
on or before 9.00 p.m. on such date by the Lender, the Lender's counsel, Fleet,
Fleet's counsel, counsel to the Committee, counsel to the indenture trustee with
respect to the 9 1/2% notes, counsel for the Debtors, and the United States
Trustee. A final hearing shall be held on the Motion and objections thereto on
January 16, 2002 at 11.00 a.m.


                                                    /s/ Illegible
                                                    ----------------------------
12/2/2001                                           UNITED STATES DISTRICT JUDGE

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