Exhibit 10.65
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 (A) APPROVING AMENDED PURCHASE AND SALE AGREEMENT;
(B) AUTHORIZING SALE OF CERTAIN REAL PROPERTY LOCATED
IN ASCENSION PARISH, LOUISIANA FREE AND CLEAR OF LIENS,
CLAIMS AND ENCUMBRANCES; AND (C) GRANTING RELATED RELIEF
This matter coming before the Court on the Motion of Debtors
and Debtors in Possession for an Order (A) Approving Purchase and Sale
Agreement; (B) Authorizing Sale of Certain Real Property Located in Ascension
Parish, Louisiana Free and Clear of Liens, Claims and Encumbrances; and (C)
Granting Related Relief (as the requested relief was amended based on the
outcome of the auction held on September 23, 2002, the "Sale Motion"), filed by
the above-captioned debtors and debtors in possession (collectively, the
"Debtors"); the Court having (a) reviewed the Sale Motion, the underlying
Purchase and Sale Agreement, as amended based on the outcome of the auction held
on September 23, 2002 (the "Agreement") by and among the Debtors and L. J.
Grezaffi d/b/a L.J.G. Land Company (the "Purchaser"), and all pleadings and
other filed documents relating thereto and (b) heard the statements of counsel
regarding the relief requested in the Sale Motion at a hearing before the Court
(the "Sale Hearing"); 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) notice of the Sale
Motion and the Sale Hearing was sufficient under the circumstances;
(d) the Debtors' sale of the Real Property/1/ pursuant to the Agreement, free
and clear of liens, claims, encumbrances, pledges and security interests of any
kind (collectively, "Property Interests"), is allowable under section 363 of the
Bankruptcy Code, is a sound exercise of the Debtors' business judgment and is in
the best interests of the Debtors' estates; (e) the Debtors and the Purchaser
have acted in "good faith" as defined by section 363(m) of the Bankruptcy Code;
(f) the Debtors have marketed the Real Property and conducted the sale process
in compliance with the Bid Procedures (as defined in the Sale Motion); and (g)
the Sale is within the scope of section 1146(c) of the Bankruptcy Code; the
Court having determined that the legal and factual bases set forth in the Sale
Motion and at the Sale Hearing establish just cause for the relief granted
herein;
IT IS HEREBY ORDERED THAT:
1. The Sale Motion is GRANTED as set forth below.
2. The Agreement is approved in all respects, and the
Debtors are authorized to enter into and perform their obligations under the
Agreement.
3. The Debtors are authorized to sell the Real Property,
on the terms described in the Sale Motion and the Agreement, under sections
363(b) and (f) of the Bankruptcy Code.
4. At Closing, the Real Property shall be sold and
transferred free and clear of all Property Interests, with the exception of the
Permitted Exceptions/2/, with any Tax Liens
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/1/ Capitalized terms not defined herein have the meanings ascribed to them
in the Sale Motion or in the Agreement.
/2/ Provided, however, based on the agreements and waivers made by the
Purchaser as part of his successful bid at the auction held on September
23, 2002, the term "Permitted Exceptions" includes any restriction on the
Real Property which would prohibit the use thereof for residential
purposes.
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attaching to the proceeds of sale to the same extent and with the same priority
as each such Tax Lien now attaches to or affects the Real Property, subject to
the Court's power to determine the validity, extent and priority of any such Tax
Liens, and subject to any claims and defenses the Debtors may possess with
respect thereto.
5. Except as expressly permitted or otherwise
specifically provided by the Agreement or this Order, all persons and entities
holding Property Interests (whether legal or equitable, secured or unsecured,
matured or unmatured, contingent or non-contingent, senior or subordinated) in
the Real Property prior to Closing, including, but not limited to, all debt
security holders; equity security holders; governmental, tax and regulatory
authorities; lenders, trade and other creditors; hereby are forever barred,
estopped and permanently enjoined from asserting their Property Interests
against the Purchaser, its successors or assigns, or against the Real Property.
6. The Purchaser hereby is granted and shall have the
protections provided in section 363(m) of the Bankruptcy Code.
7. This Order shall be effective and enforceable
immediately upon entry. The stay otherwise imposed by Bankruptcy Rule 6004(g) is
waived.
8. The Purchaser shall not be deemed to be a successor to
or of the Debtors as a result of the acquisition of the Real Property pursuant
to the terms of the Agreement and this Order.
9. Each and every federal, state, and local governmental
agency or department shall be, and hereby is, directed to accept any and all
documents and instruments necessary and appropriate to consummate the Agreement,
including without limitation, documents and instruments for recording in any
governmental agency or department required to
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transfer the Purchaser the names and any and all other licenses or permits under
the Debtors' ownership necessary for the operations that are associated with the
Real Property.
10. The terms and provisions of the Agreement and this
Order shall be binding in all respects upon, and shall inure to the benefit of
the Purchaser, the Debtors, the Debtors' estates, and their successors and
assigns, including any trustee that may be appointed in these cases or any
superseding case under chapter 7 of the Bankruptcy Code.
11. The Transfer shall not be taxed under any federal,
state, local municipal or other law imposing or claiming to impose a tax within
the scope of section 1146(c) of the Bankruptcy Code.
12. The Debtors and the Purchaser are authorized and
directed to take the necessary actions to consummate the transactions
contemplated by the Agreement and this Order. 13. This Court shall retain
jurisdiction to determine any claims, disputes or causes of action arising out
of or relating to the Agreement or any of the transactions contemplated under
the Agreement.
Dated: September 24, 2002 /s/ Peter J. Walsh
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Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
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