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EXHIBIT 24-3
MCN INVESTMENT CORPORATION
SECRETARY'S CERTIFICATE
The undersigned, Vice President, General Counsel and Secretary of MCN
Investment Corporation, a Michigan corporation, hereby certifies that the
following is a true and correct copy of a resolution duly adopted by the Board
of Directors by the unanimous written consent of the Board of Directors on
February 20, 1998, and such resolution has not been modified, amended or
rescinded and remains in full force and effect on the date hereof:
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 issued either
separately or in combination with other Securities, 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 $700 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 MCNIC Board of Directors' resolutions.
FURTHER RESOLVED, that the Chairman of the Board, President, 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
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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.
FURTHER RESOLVED, that the Authorized Officers be, and each of them is
hereby authorized and empowered to appoint a Calculation Agent and any other
agent necessary or appropriate in connection with issuance or sale of the
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.
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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 and any Support Agreements
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 any Support Agreements, 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 and any Support Agreements be qualified or
registered for sale in various states; that any Authorized Officer of the
Corporation or 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 and any Support Agreements as said
officers may deem advisable; that said officers are authorized to perform
on behalf of the Corporation and 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 any Support Agreements
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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 listings, including registration of Debt Securities and
any Support Agreements under the Securities Exchanage 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 or otherwise,
including the negotiation and execution of any Support Agreements or
corporate guarantees, 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.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of February,
1998.
/s/ Daniel L. Schiffer
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Daniel L. Schiffer, Vice President,
General Counsel and Secretary
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