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<br />e <br /> <br />. <br /> <br />proceeds of the sale of the Bonds to the Company to finance the costs of <br />the Project pursuant to the terms and provisions of a loan agreement and <br />(v) to take and authorize certain other actions in connection with the <br />foregoing; and <br /> <br />WHEREAS, Section 103(k) of the Internal Revenue Code of 1954, as <br />amended (the "Code"), requires that the Bonds and the Project be <br />approved by the "applicable elected representative II (the "AER") of each <br />of the District and the City after public hearing following reasonable <br />public notice; and <br /> <br />WHEREAS, with respect to the Bonds the AER is the Board of Naviga- <br />tion and Canal Commissioners of the Brazos River Harbor Navigation <br />District of Brazoria County, Texas and the City Council of the City of <br />La Porte, Texas (each such governing body being referred to as the <br />"Governing Body" of the District and the City respectively). <br /> <br />WHEREAS, on November 23, 1985, the City of La Porte, Texas (the <br />"City") adopted an Order requesting the Issuer to issue bonds on its <br />behalf to finance the cost of facilities constituting a portion of a <br />project (the "La Porte Facilities") for The Dow Chemical Company, a <br />Delaware corporation (the "Company"), which La Porte Facilities were <br />initially described in Exhibit A to said Order; and <br /> <br />WHEREAS, notice of a public hearing with respect to the Project and <br />the Bonds to be held by the Issuer on the date of this resolution was <br />published no less than 14 days before this date in a newspaper of <br />general circulation available to residents within the District; and <br /> <br />WHEREAS, the Board has held such public hearing on the date and at <br />the time and place set out in such published notice, and has conducted <br />such hearing in a manner that provided a reasonable opportunity for <br />persons with differing views on the issuance of the Bonds and on the <br />location and nature of the Project to be heard; and <br /> <br />WHEREAS, the Governing Body of the City conducted a public hearing. <br />following appropriate public notice in a newspaper of general circu- <br />lation available to residents within the City, to provide the same <br />opportunity to be heard for persons in the area of the City; and <br /> <br />WHEREAS, the Governing Body of the District proposes to adopt a <br />written resolution specifically approving this resolution of the Issuer <br />providing for the issuance of the Bonds and specifically approving the <br />Bonds and the Project as required by Section 103(k) of the Code; and <br /> <br />WHEREAS, the Governing Body of the City has adopted a written <br />resolution specifically approving this resolution of the Issuer <br /> <br />B-2 <br />