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<br />e <br /> <br />e <br /> <br />EXHIBIT nBn <br /> <br />RESOLUTION AGREEING TO ISSUE BONDS <br /> <br />(THE DOW CHEMICAL COMPANY PROJECT) <br /> <br />WHEREAS, the Brazos Harbor Industrial Development Corporation (the <br />nCorporationn) is authorized by the Development Corporation Act of 1979, <br />Article 5190.6, Texas Revised Civil Statutes Annotated, as amended (the <br />nActn), to issue revenue bonds for the purpose of paying all or part of <br />the cost of a nproject,n as defined in the Act, and to sell or lease the <br />project to others or loan the proceeds of the bonds to others to finance <br />all or part of the cost of the project; and <br /> <br />WHEREAS, the Corporation now desires to authorize the issuance and <br />sale of its tax-exempt pollution control revenue bonds, to the extent <br />authorized by law, to provide funds to defray all or part of the cost of <br />acquiring, constructing and improving certain pollution control facili- <br />ties to be constructed by or to be leased or sold to The Dow Chemical <br />Company, a Delaware corporation (the nCompanyn), but the Corporation <br />anticipates that construction of such facilities will commence prior to <br />the sale and delivery of such bonds; and <br /> <br />WHEREAS, the Company has requested that the Corporation adopt a <br />bond resolution with respect to such bonds or take some other similar <br />official action toward the issuance of such bonds prior to the commence- <br />ment of construction or acquisition of such facilities; and <br /> <br />WHEREAS, the Brazos River Harbor Navigation District of Brazoria <br />County, Texas (the nUnitn), has authorized and approved creation of the <br />Corporation to act on behalf of the Unit for the public purpose of <br />financing the cost of projects to promote and develop industrial and <br />manufacturing enterprises, including pollution control facilities, to <br />promote and encourage employment and the public welfare; NOW, THEREFORE, <br /> <br />BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRAZOS HARBOR <br />INDUSTRIAL DEVELOPMENT CORPORATION THAT: <br /> <br />Section 1: The Corporation hereby authorizes and agrees that it <br />will issue and sell its pollution control revenue bonds (the nBondsn) <br />from time to time in one or more series pursuant to the provisions of <br />Texas law in a principal amount sufficient to pay all or part of the <br />cost of acquiring, constructing and improving the project described in <br />Exhibit nA" attached hereto (the "Pollution Control Facilitiesn), <br />together with all costs of authorization, sale and issuance of the <br /> <br />B-1 <br />