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EXHIBIT 24-3
MCN INVESTMENT CORPORATION
DIRECTORS' CONSENT
FEBRUARY 22, 1996
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 $500 million for such
terms 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 $500 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 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.
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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 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
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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 22nd day of February, 1996.
/s/ Rai P. K. Bhargava /s/ Alfred R. Glancy III
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Rai P. K. Bhargava Alfred R. Glancy III
/s/ William K. McCrackin
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William K. McCrackin
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