Court Approves Bid by Shintech Louisiana LLC To Acquire Addis, La., Facility From Borden Chemicals and Plastics Operating Limited Partnership.

Business Editors

GEISMAR, La.--(BUSINESS WIRE)--Dec. 21, 2001

Court Also Grants Interim Approval of Additional

Postpetition Financing for BCP 

Borden Chemicals and Plastics Operating Limited Partnership (BCP) announced today that the U.S. Bankruptcy Court for the District of Delaware has approved the bid by Shintech Louisiana, LLC (Shintech) to acquire the assets at BCP's polyvinyl chloride (PVC) plant in Addis, La. Shintech will pay $38 million to acquire the Addis plant, property and equipment and an additional sum to be determined for the value of inventory and certain accounts receivable.

On December 4, BCP announced that it had executed an asset purchase agreement with Shintech to acquire the Addis assets and operations, pending court approval. BCP expects to conclude the sale transaction on or about February 1, 2002.

"We are very pleased to have reached this stage in the Addis sale," said Mark J. Schneider, president and chief executive officer, BCP Management, Inc. (BCPM), the general partner of BCP. "We believe in the long-term prospects of the PVC business and certainly in the value of the Addis plant, and Shintech clearly does as well. I again want to thank the employees at Addis for their understanding and continued hard work during this period of uncertainty."

As previously announced, BCP and its advisors have been exploring strategic alternatives, including a potential merger, joint venture or asset sales, for any or all of its three facilities. Schneider said that discussions with interested parties continue concerning the Geismar, La., and Illiopolis, Ill., plants.

Shintech is a wholly owned subsidiary of Shintech Inc., a leading U.S. producer of PVC resins with headquarters in Houston and plants in Freeport, Texas, and Addis, La. Shintech Inc. is a wholly owned subsidiary of Tokyo-based Shin-Etsu Chemical Co., Ltd., the world's largest producer of PVC, with plants in the U.S., Asia and Europe.

Court approves interim Secondary DIP Facility

The court yesterday also granted interim approval of up to $5 million in postpetition loans under the secondary debtor-in-possession credit facility (the Facility) to be provided by BCPM. A final hearing on the full $10 million available under the Facility is scheduled for January 16, 2002. The Facility is unsecured. Proceeds from the Facility will be used for working capital.

"Although our challenges have been significant, we have succeeded in continuing to operate all three plants while moving forward on the restructuring and asset sale process," said Schneider. "The liquidity provided by this Facility will allow BCP to continue to pursue various options in an orderly manner."

BCP and its subsidiary, BCP Finance Corporation, filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on April 3, 2001. BCPM and Borden Chemicals and Plastics Limited Partnership (BCPLP), the limited partner of BCP, were not included in the Chapter 11 filings. (Two other separate and distinct entities, Borden, Inc., and its subsidiary, Borden Chemical, Inc., are not related to the filings.)

This press release includes forward-looking statements subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Our use of the words "outlook," "intends," "believes," "anticipates," "estimate" and similar words are intended to identify these statements as forward-looking. These forward-looking statements represent our current judgment on what the future holds and are based on a number of assumptions and forecasts. Our actual results may be materially different from those expressed or implied by such statements. While BCPM believes them to be reasonable, a number of important factors could cause actual results to differ materially from those projected. These factors include: relatively small changes in PVC resin prices or demand; changes in domestic capacity; changes in raw material and natural gas costs; increased operating costs; loss of business from major customers; availability of post petition financing; negative market and credit impact from the Chapter 11 filing; unanticipated expenses; substantial changes in financial markets; labor unrest; foreign competition; major equipment failure; unanticipated results in pending legal proceedings; and other factors.

Note to Editors: Borden Chemicals and Plastics Operating Limited Partnership (BCP) is a separate and distinct entity from Borden, Inc., and its subsidiary, Borden Chemical, Inc. Please refer to Borden Chemicals and Plastics Operating Limited Partnership as "BCP" or "Borden Chemicals and Plastics," not as "Borden" or "Borden Chemicals."