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EXHIBIT 24-3
MCN INVESTMENT CORPORATION
DIRECTORS' CONSENT
MARCH 23, 1995
The undersigned, being all of the Directors of MCN Investment
Corporation, a Michigan corporation, acting pursuant to the provisions of
Section 3.7 of the By-Laws of the Corporation, do hereby consent to the
adoption of the following resolutions by the Board of Directors, to have the
same force and effect as though evidenced by the unanimous vote of the Board at
a meeting duly called for such purposes:
RESOLVED, That the officers of the Corporation, and each of
them, are authorized to borrow:
(a) on behalf of MCN Investment Corporation or
MCN Investment Corporation's subsidiaries;
(b) issuing promissory notes or other debt
instruments to, or entering into loan and financing
arrangements with, banks, insurance companies, and other
parties;
(c) in an aggregate amount of up to $400 million
for such term as the officers of the Corporation deem
appropriate to meet the Corporation's permanent and working
capital requirements; and
FURTHER RESOLVED, That the officers of the Corporation, and
each of them, are authorized to execute and deliver any and all such
documents on behalf of the Corporation, on such terms and conditions
as they may deem necessary and appropriate to effectuate the purposes
of the foregoing resolutions.
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RESOLVED, It is in the best interests of MCN
Investment Corporation ("MCNIC"), to issue, from time to time,
debentures, notes and/or other debt obligations (the "Debt
Securities") which may be denominated or payable in or issued for an
equivalent amount of foreign currencies or foreign currency units or
which may be issued at original issue discount, the aggregate amount
of Debt Securities hereby authorized being that amount as may result
in the initial offering prices to the public for all Debt Securities
aggregating up to $200 million, (determined in the case of foreign
currencies or foreign currency units based upon the equivalent in U.S.
Dollars).
FURTHER RESOLVED, That MCNIC is authorized, subject
to the limitations set forth below, to create, issue and sell the Debt
Securities on such terms and conditions as shall be determined by the
pricing committee of directors and officers of MCNIC (the "Pricing
Committee") appointed by the Board of Directors' resolutions.
FURTHER RESOLVED, That the Chairman of the Board,
Vice Chairman, or any Vice President (an "Authorized Officer") is
hereby authorized and empowered to execute and deliver on behalf of
MCNIC an indenture or indentures, including one or more supplements to
any indenture, in the form approved by them after consultation with
counsel and other advisors, under its corporate seal to be thereto
affixed and attested by its Secretary, with the Trustee or Trustees
appointed, such indenture or indentures, or supplement or supplements,
to be in such form and content and bear such date as may be approved
by the Authorized Officer executing the same, such approval to be
conclusively evidenced by the execution of said indenture or
indentures, or supplement or supplements.
FURTHER RESOLVED, That subject to the authority of
the Pricing Committee to determine any discount received by, or
commission paid to, any underwriters or agents, any one Authorized
Officer is hereby authorized and empowered to execute from time to
time, on behalf of MCNIC, an underwriting agreement or agreements or
any other type of agreement between MCNIC and the underwriter or
representatives of the underwriters appointed and named in such
underwriting agreement or agreements providing for the sale by MCNIC
and the purchase of Debt Securities by said underwriters or any agency
or distribution agreements with agents from time to time providing for
the solicitation of sales of the Debt Securities by such agents for
the term of their appointment (and any related terms agreements).
FURTHER RESOLVED, That any one Authorized Officer be,
and each of them hereby is, authorized, in the name and
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on behalf of MCNIC, to execute and deliver such other agreements,
documents, certificates, and instruments as may be required by any
Fiduciary in connection with an indenture or as may be necessary or
appropriate in connection with the issuance and sale of the Debt
Securities.
FURTHER RESOLVED, That any one Authorized Officer,
and each of them, is hereby authorized and empowered to execute the
Debt Securities in temporary and definitive form, under his manual or
facsimile signature and under the facsimile seal of MCNIC, attested by
the manual or facsimile signature of the Secretary.
FURTHER RESOLVED, That the Authorized Officers of
MCNIC be, and each of them hereby is, authorized, in the name and on
behalf of MCNIC to prepare, execute and file, or cause to be prepared
and filed, with the Securities and Exchange Commission (the "SEC") one
or more Registration Statements with respect to the Debt Securities
under the Securities Act of 1933, as amended, together with all
documents required as exhibits to said Registration Statement or
Statements, or any amendments or supplements thereto, and all
certificates, letters, instruments, applications and other documents
which may be required to be filed with the SEC with respect to the
registration and offering of Debt Securities, and to take any and all
actions that any such Authorized Officer shall deem necessary or
advisable.
FURTHER RESOLVED, That it is desirable and in the
best interest of MCNIC that the Debt Securities be qualified or
registered for sale in various states; that any Authorized Officer of
MCNIC is authorized to determine the states in which appropriate
action shall be taken to qualify or register for sale all or such part
of the Debt Securities as said officers may deem advisable; that said
officers are authorized to perform on behalf of MCNIC any and all such
acts as they may deem necessary or advisable in order to comply with
the applicable laws of any such states, and in connection therewith to
execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process; and the
execution by such officers of any such paper or document or the doing
by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from MCNIC and the
approval and ratification by MCNIC of the papers and documents so
executed and the actions so taken.
FURTHER RESOLVED, That the Authorized Officers of MCNIC be, and
each of them hereby is, authorized, in the
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name and on behalf of MCNIC, to make application to such securities
exchange as the officer acting shall deem necessary or appropriate for
the listing thereon of any issues of Debt Securities and that each
such officer, or such other person as such officer may designate, is
authorized to execute and deliver any and all papers and agreements,
and to do any and all things which may be necessary to effect such
listing, including registration of Debt Securities under the
Securities Exchange Act of 1934, as amended.
FURTHER RESOLVED, That the Authorized Officers of
MCNIC be, and each of them hereby is, authorized, and directed to do
and perform, or cause to be done and performed, all such acts, deeds
and things and to make, execute and deliver, or cause to be made,
executed and delivered, all such agreements, undertakings, documents,
instruments or certificates in the name and on behalf of MCNIC as each
such officer may deem necessary or appropriate to effectuate or carry
out fully the purpose and intent of the foregoing resolutions,
including the performance of the obligations of MCNIC under
Underwriting Agreements or Sales Agreements, selling Agency or
Distribution Agreements, Indentures, the Debt Securities, any
Registration Statement or any agreements related to the Debt
Securities.
Dated as of this 23rd day of March, 1995.
Rai P. K. Bhargava Alfred R. Glancy III
______________________________ _________________________
Rai P. K. Bhargava Alfred R. Glancy III
William K. McCrackin
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William K. McCrackin
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