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                                                                   Exhibit 10.46

                        FIRST AMENDMENT TO LOAN AGREEMENT

                  THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is
made and entered into as of March 29, 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, in its capacity
as debtor-in-possession under that certain Chapter 11 bankruptcy case filed as
Case No. 02-10875 (the "Lender Case") filed on March 22, 2002 with the Court
(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. On January 14, 2002, the Borrower and the Lender entered
into that certain Loan Agreement (the "Loan Agreement") pursuant to which the
Lender agreed to lend to the Borrower up to $10,000,000 subject to the terms and
conditions contained therein. The borrowings under the Loan Agreement were
evidenced further by that certain Note in the original principal amount of
$10,000,000 executed by the Borrower in favor of the Lender on January 14, 2002.

                  B. The Borrower has requested that the Lender extend the
maturity date under the Loan Agreement until April 30, 2002.

                  C. The Borrower and the Lender mutually wish to amend the Loan
Agreement, according to the terms and conditions hereinafter set forth.

                  D. The Borrower and the Lender have each requested the
authority in the Case and the Lender Case, respectively, to perform their
respective rights and obligations under the Loan Agreement and to extend the
maturity date to April 30, 2002.

                                    Agreement

                  1. Definitions.  All capitalized terms used herein which are
defined in the Loan Agreement shall have the same meanings when used herein.

                  2. Amendments to the Loan Agreement. As of the date that all
conditions precedent set forth in Section 3 below have been satisfied, the Loan
Agreement shall be and hereby is amended and modified as follows:

                     a. The definition of "Maturity Date" contained in
         Section 1.1 of the Loan Agreement is hereby modified to delete
         therefrom the phrase "March 31, 2002" and replace it with the phrase
         "April 30, 2002".

                     b. Section 5.11 of the Loan Agreement is hereby modified to
         delete there from the phrase "March 31, 2002" and replace it with the
         phrase "April 30, 2002".

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                  3. Conditions Precedent. The amendments to the Loan Agreement
set forth in Section 2 above shall not be effective until the Court, in both the
Case and the Lender Case, has issued an order authorizing the extension of the
maturity date, and the consummation of the transactions contemplated by the Loan
Agreement, by both the Borrower and the Lender, as applicable.

                  4. Confirmation and Ratification. Except as specifically
modified and amended pursuant to the terms hereof, the Loan Agreement remains
unchanged and in full force and effect as written. The parties hereto hereby
ratify and confirm in all respects, as of the date hereof, all of the terms,
conditions, representations, warranties, covenants and provisions contained
therein, as modified and amended hereby, and the Borrower hereby confirms and
ratifies in all respects all of the Obligations.

                  5. No Default. The Borrower hereby ratifies and confirms that
there are no Defaults or Events of Default which have occurred and are
continuing as of the date hereof.

                  6. Governing Law. This Amendment, and the rights and
obligations of the parties hereunder, 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 Amendment and the
forum for any action relating hereto shall be the Court.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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:______________________________________
                                          Mark J. Schneider
                                          President and Chief Executive Officer

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