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EXHIBIT 24
July 24, 1998
Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Energy Company
212 West Michigan Avenue
Jackson, MI 49201
We hereby appoint each of you lawful attorney for each of us and in each of our
names to sign and cause to be filed with the Securities and Exchange Commission
registration statement(s) and/or any amendment(s) thereto, including
post-effective amendment or amendments, to be accompanied in each case by a
prospectus or supplemental prospectus and any necessary exhibits with respect to
the issue and sale of up to $200 million of debt securities of the Company (plus
an additional 20% for the purpose of covering underwriters' over-allotments,
price adjustments, or sale of additional securities).
Very truly yours,
/s/ William T. McCormick, Jr. /s/ Victor J. Fryling
- ------------------------------------- --------------------------------------
William T. McCormick, Jr. Victor J. Fryling
/s/ John Deutch /s/ W. U. Parfet
- ------------------------------------- --------------------------------------
John M. Deutch William U. Parfet
/s/ James J. Duderstadt /s/ Percy A. Pierre
- ------------------------------------- --------------------------------------
James J. Duderstadt Percy A. Pierre
/s/ K. R. Flaherty /s/ K. L. Way
- ------------------------------------- --------------------------------------
Kathleen R. Flaherty Kenneth L. Way
/s/ Earl D. Holton /s/ K. Whipple
- ------------------------------------- --------------------------------------
Earl D. Holton Kenneth Whipple
/s/ John B. Yasinsky
----------------------------------
John B. Yasinsky
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October 23, 1998
Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Energy Company
212 West Michigan Avenue
Jackson, MI 49201
We hereby appoint each of you lawful attorney for each of us and in each of our
names to sign and cause to be filed with the Securities and Exchange Commission
registration statement(s) and/or any amendment(s) thereto, including
post-effective amendment or amendments, to be accompanied in each case by a
prospectus or supplemental prospectus and any necessary exhibits with respect to
the issue and sale of up to $175 million of debt securities of the Company (plus
an additional 20% for the purpose of covering underwriters' over-allotments,
price adjustments, or sale of additional securities).
Very truly yours,
/s/ William T. McCormick, Jr. /s/ Victor J. Fryling
- -------------------------------------- --------------------------------------
William T. McCormick, Jr. Victor J. Fryling
/s/ John M. Deutch /s/ W. U. Parfet
- -------------------------------------- --------------------------------------
John M. Deutch William U. Parfet
/s/ James J. Duderstadt /s/ Percy A. Pierre
- -------------------------------------- --------------------------------------
James J. Duderstadt Percy A. Pierre
/s/ K. R. Flaherty /s/ K. L. Way
- -------------------------------------- --------------------------------------
Kathleen R. Flaherty Kenneth L. Way
/s/ Earl D. Holton /s/ Whipple
- -------------------------------------- --------------------------------------
Earl D. Holton Kenneth Whipple
/s/ John B. Yasinsky
---------------------------------
John B. Yasinsky
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FEBRUARY 26, 1999
MR. ALAN M. WRIGHT AND
MR. THOMAS A. MCNISH
CONSUMERS ENERGY COMPANY
212 WEST MICHIGAN AVENUE
JACKSON, MI 49201
WE HEREBY APPOINT EACH OF YOU LAWFUL ATTORNEY FOR EACH OF US AND IN EACH OF OUR
NAMES TO SIGN AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT(S) AND/OR ANY AMENDMENT(S) THERETO, INCLUDING
POST-EFFECTIVE AMENDMENT OR AMENDMENTS, TO BE ACCOMPANIED IN EACH CASE BY A
PROSPECTUS OR SUPPLEMENTAL PROSPECTUS AND ANY NECESSARY EXHIBITS WITH RESPECT TO
THE ISSUE AND SALE OF UP TO $300 MILLION NET AGGREGATE PRINCIPAL AMOUNT OF DEBT
SECURITIES OF THE COMPANY (PLUS AN ADDITIONAL 20% FOR THE PURPOSE OF COVERING
UNDERWRITERS' OVER-ALLOTMENTS, PRICE ADJUSTMENTS, OR SALE OF ADDITIONAL
SECURITIES) INCLUDING BUT NOT LIMITED TO (I) UNSECURED SENIOR OR SUBORDINATED
DEBT SECURITIES, (II) TRUST SECURITIES OF ONE OR MORE TRUSTS, (III) DEBT
SECURITIES ISSUED SOLELY IN CONNECTION WITH THE SALE OF THE TRUST SECURITIES,
AND (IV) THE COMPANY'S GUARANTEE OF TRUST SECURITIES OF ONE OR MORE TRUSTS.
VERY TRULY YOURS,
/S/ WILLIAM T. MCCORMICK, JR. /S/ EARL D. HOLTON
- ------------------------------------- -------------------------------------
WILLIAM T. MCCORMICK, JR. EARL D. HOLTON
/S/ JOHN DEUTCH /S/ W. U. PARFET
- ------------------------------------- -------------------------------------
JOHN M. DEUTCH WILLIAM U. PARFET
/S/ JAMES J. DUDERSTADT /S/ PERCY A. PIERRE
- ------------------------------------- -------------------------------------
JAMES J. DUDERSTADT PERCY A. PIERRE
/S/ K. R. FLAHERTY /S/ K. L. WAY
- ------------------------------------- -------------------------------------
KATHLEEN R. FLAHERTY KENNETH L. WAY
/S/ V. J. FRYLING /S/ WHIPPLE
- ------------------------------------- -------------------------------------
VICTOR J. FRYLING KENNETH WHIPPLE
/S/ JOHN B. YASINSKY
-----------------------------
JOHN B. YASINSKY
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Extract from minutes of a meeting of the Board of Directors of Consumers Energy
Company (the "Company") held on July 24, 1998.
- - - - - - - - - -
Proposed Issue and Sale of Debt Securities
To have funds available to refund or refinance long-term debt
(including the tender or purchase of the Company's first mortgage bonds) and/or
for general corporate purposes, management recommended that the Company offer,
from time to time, in one or more series, at private placement or public sale,
up to $200 million net aggregate principal amount of senior notes (plus an
additional 20% for the purpose of covering underwriters' over-allotments, price
adjustments, or sale of additional securities). Each series of notes could
initially be secured by the issuance of first mortgage bonds under the Company's
Trust Indenture dated as of September 1, 1945, as amended and supplemented, with
The Chase Manhattan Bank as trustee. The first mortgage bonds could be issued to
The Chase Manhattan Bank as the trustee of the Indenture dated as of February 1,
1998, as supplemented, as security for the payment of principal and interest on
the senior notes. Any of the foregoing securities issued in a private placement
may be offered with registration rights. Management further recommended the
appointment of a Special Committee of the Board of Directors to take any and all
action to facilitate the proposed offering(s) and to assure that the securities
are sold for the best price and on the best terms obtainable in the judgment of
a Special Committee of the Board of Directors appointed for such purposes. The
matter was fully discussed.
Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:
RESOLVED: That the Board of Directors authorizes the issue
and sale, from time to time, in one or more series, at private
placement or public sale, of up to $200 million net aggregate principal
amount of senior debt (plus an additional 20% for the purpose of
covering underwriters' over-allotments, price adjustments, or sale of
additional securities) in the form of notes or bonds (the "Notes")
under the Company's Indenture dated as of February 1, 1998, as
supplemented, with The Chase Manhattan Bank as trustee (the
"Indenture") and may be secured by the issuance of one or more series
of first mortgage bonds (the "First Mortgage Bonds") under the
Company's Trust Indenture dated as of September 1, 1945, as amended and
supplemented, with The Chase Manhattan Bank as trustee (the "Mortgage
Indenture"), as discussed at the meeting, each series to be sold for
the best price and on the best terms obtainable in the judgment of a
Special Committee of the Board of Directors appointed for such
purposes; and
RESOLVED FURTHER: That Victor J. Fryling, with William T.
McCormick, Jr. as alternate, is appointed to a Special Committee of the
Board of Directors, which shall have the full authority to act on
behalf of the Board for the purposes stated in the foregoing resolution
with respect to (a) determining the offering price, any underwriting or
placement discounts and the proceeds to the
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Company of the proposed issue and sale of the Notes, (b) approving the
form of any supplemental indentures or Company orders pursuant to the
Indenture and the form of the Notes and requesting the trustee for the
Indenture to execute any such supplemental indentures or orders and
authenticate such Notes, (c) approving the form of any supplemental
indenture to the Mortgage Indenture and the form of the First Mortgage
Bonds and requesting the trustee for the Mortgage Indenture to execute
any such supplemental indentures and authenticate such First Mortgage
Bonds, and (d) authorizing the officers to take such further action as
they may deem advisable to carry out the issue and sale of such Notes
and the issue of First Mortgage Bonds as security therefor; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered in their discretion, on its
behalf, to prepare, execute and file, or cause to be prepared and
filed, one or more Registration Statements with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (a
"Registration Statement"), together with all documents required as
exhibits to such Registration Statement with respect to the issue and
sale of the Notes, in such form as may be approved by the officers
executing the same, and to do all other things necessary to make such
Registration Statement effective, including the execution and filing of
any necessary or appropriate amendments, including post-effective
amendments; and
RESOLVED FURTHER: That any Notes issued in a private
placement may be offered with registration rights permitting the
Company to (i) file a Registration Statement for the resale of such
Notes, or (ii) exchange, in a registered exchange offer pursuant to a
Registration Statement, such Notes for substantially similar notes; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and directed to determine the
jurisdictions in which appropriate action shall be taken to qualify or
register for sale all or such part of the Notes of the Company as they
may deem advisable; to perform on behalf of the Company any and all
such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such jurisdictions, 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 or any of them 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 the Company; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered, in their discretion, to
cause the Company to make application(s) to the New York Stock
Exchange, or such other exchange as the officers may decide, for the
listing on such Exchange, upon notice of issuance of the Notes, and to
represent the Company in connection with any application(s) for listing
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and to appear on behalf of the Company before such official or body of
said Exchange as may be appropriate, with authority to make such
changes, upon the advice of counsel, in said application(s) or in any
agreements or other papers relating thereto as may be necessary or
appropriate to conform with the requirements for listing; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to execute one or more
underwriting or purchase agreements, registration rights agreement,
securities purchase or sale option agreement, calculation agency
agreement, or any other type of agreement between the Company and the
underwriter, placement agent or representatives or affiliates of the
underwriters or agents or any other purchaser appointed or named in
such agreement or agreements, as they may deem appropriate for the
proposed sale of the Notes; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to do and to 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 the behalf of the Company or
otherwise 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 the
Company under purchase agreements, underwriting agreements and sales
agreements, indentures, registration rights agreements, securities
purchase or sale option agreements, calculation agency agreements or
other similar agreements, certificates or declarations, the Notes, any
Registration Statement or any other agreements related to the issue and
sale of the Notes and the issue of the First Mortgage Bonds as security
therefor; and
RESOLVED FURTHER: That each Note issued by the Company may
be secured by the First Mortgage Bonds in principal amounts equal to
the Notes; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, in their discretion, on its behalf, are authorized to
take such action as may be necessary or desirable, including but not
limited to, the execution and delivery on behalf of the Company of one
or more supplemental indentures to the Mortgage Indenture and the
execution, delivery and authentication required with respect to the
proposed issuance of the First Mortgage Bonds, with such interest
rates, maturities and other terms as the officers may consider
advisable to facilitate the delivery thereof as security for the
Company's obligation to make payments required under the transactions
contemplated by the above resolutions, which First Mortgage Bonds will
be payable only upon the events expressly designated in the Mortgage
Indenture; and
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RESOLVED FURTHER: That the February 27, 1998 Board of
Directors authorization of the issuance and sale or guarantee of up to
$950 million of long-term securities solely for the purpose of
refunding or refinancing existing long-term securities be amended so
that up to $240 million of that amount may be used for general
corporate purposes, and that an additional $200 million of First
Mortgage Bonds may be issued solely for the purpose of providing
security for the $200 million of long-term securities to be issued and
sold for general corporate purposes that were the subject of the
February 27, 1998 Board of Directors authorization; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to sign, seal and deliver
such papers and documents, and to do or cause to be done all acts and
things which any of them may consider necessary or advisable to carry
out the intent and purposes of all of the foregoing resolutions.
- - - - - - - - - -
I, Joyce H. Norkey, Assistant Secretary of Consumers Energy Company, CERTIFY
that the foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of Consumers Energy Company duly
held on July 24, 1998 at which a quorum was in attendance and voting throughout,
and that said resolutions have not since been rescinded but are still in full
force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this day of October 1999.
(S E A L)
/s/ Joyce H. Norkey
--------------------------------
Joyce H. Norkey
Assistant Secretary
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Extract from minutes of a meeting of the Board of Directors of Consumers Energy
Company (the "Company") held on October 23, 1998.
- - - - - - - - - -
Proposed Issue and Sale of Debt Securities
At a meeting of the Board of Directors held on July 24, 1998,
resolutions were adopted authorizing the issue and sale of $200 million net
aggregate principal amount of senior notes (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or sale of
additional securities). To have funds available to refund or refinance long-term
debt (including the tender or purchase of the Company's first mortgage bonds)
and/or for general corporate purposes, management recommended that the Company
offer, from time to time, in one or more series, at private placement or public
sale, up to an additional $175 million net aggregate principal amount of senior
notes (plus an additional 20% for the purpose of covering underwriters'
over-allotments, price adjustments, or sale of additional securities) (the
"Notes"), totaling $375 million available for issuance and sale. It is
anticipated that $150 million of Notes will be offered for sale today resulting
in a remaining amount of $225 million available for issuance and sale. Each
series of Notes could initially be secured by the issuance of first mortgage
bonds under the Company's Trust Indenture dated as of September 1, 1945, as
amended and supplemented, with The Chase Manhattan Bank as trustee. The first
mortgage bonds could be issued to The Chase Manhattan Bank as the trustee of the
Indenture dated as of February 1, 1998, as supplemented, as security for the
payment of principal and interest on the Notes. Each series of Notes could be
issued with an insurance policy to provide credit enhancement to sell the Notes.
Any of the foregoing securities issued in a private placement may be offered
with registration rights. Management further recommended the appointment of a
Special Committee of the Board of Directors to take any and all action to
facilitate the proposed offering(s) and to assure that the securities are sold
for the best price and on the best terms obtainable in the judgment of a Special
Committee of the Board of Directors appointed for such purposes. The matter was
fully discussed.
Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:
RESOLVED: That the Board of Directors authorizes the issue
and sale, from time to time, in one or more series, at private
placement or public sale, of up to an additional $175 million net
aggregate principal amount of senior debt (plus an additional 20% for
the purpose of covering underwriters' over-allotments, price
adjustments, or sale of additional securities) in the form of notes or
bonds (the "Notes") under the Company's Indenture dated as of February
1, 1998, as supplemented, with The Chase Manhattan Bank as trustee (the
"Indenture") and the Notes may be secured by the issuance of one or
more series of first mortgage bonds (the "First Mortgage Bonds") under
the Company's Trust Indenture dated as of September 1, 1945, as amended
and supplemented, with The Chase Manhattan Bank as trustee (the
"Mortgage Indenture"), and the Notes may be sold with an insurance
policy or policies as discussed at the meeting, each series to be sold
for the best price and on the best terms obtainable in the judgment of
a Special Committee of the Board of Directors appointed for such
purposes; and
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RESOLVED FURTHER: That Victor J. Fryling, with William T.
McCormick, Jr. as alternate, is appointed to a Special Committee of the
Board of Directors, which shall have the full authority to act on
behalf of the Board for the purposes stated in the foregoing resolution
with respect to (a) determining the offering price, any underwriting or
placement discounts and the proceeds to the Company of the proposed
issue and sale of the Notes, (b) approving the form of any supplemental
indentures or Company orders pursuant to the Indenture and the form of
the Notes, and (c) approving the form of any supplemental indenture to
the Mortgage Indenture and the form of the First Mortgage Bonds, and
(d) authorizing the officers to take such further action as they may
deem advisable to carry out the issue and sale of such Notes and the
issue of First Mortgage Bonds as security therefor, including but not
limited to requesting the trustee for the Indenture to execute any such
supplemental indentures or orders and authenticate such Notes and
requesting the trustee for the Mortgage Indenture to execute any such
supplemental indentures and authenticate such First Mortgage Bonds; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered in their discretion, on its
behalf, to prepare, execute and file, or cause to be prepared and
filed, one or more Registration Statements with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (a
"Registration Statement"), together with all documents required as
exhibits to such Registration Statement with respect to the issue and
sale of the Notes, in such form as may be approved by the officers
executing the same, and to do all other things necessary to make such
Registration Statement effective, including the execution and filing of
any necessary or appropriate amendments, including post-effective
amendments; and
RESOLVED FURTHER: That any Notes issued in a private
placement may be offered with registration rights permitting the
Company to (i) file a Registration Statement for the resale of such
Notes, or (ii) exchange, in a registered exchange offer pursuant to a
Registration Statement, such Notes for substantially similar notes; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and directed to determine the
jurisdictions in which appropriate action shall be taken to qualify or
register for sale all or such part of the Notes of the Company as they
may deem advisable; to perform on behalf of the Company any and all
such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such jurisdictions, 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 or any of them 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 the Company; and
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RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered, in their discretion, to
cause the Company to make application(s) to the New York Stock
Exchange, or such other exchange as the officers may decide, for the
listing on such Exchange, upon notice of issuance of the Notes, and to
represent the Company in connection with any application(s) for listing
and to appear on behalf of the Company before such official or body of
said Exchange as may be appropriate, with authority to make such
changes, upon the advice of counsel, in said application(s) or in any
agreements or other papers relating thereto as may be necessary or
appropriate to conform with the requirements for listing; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to execute one or more
underwriting or purchase agreements, registration rights agreement,
securities purchase or sale option agreement, calculation agency
agreement, or any other type of agreement between the Company and the
underwriter, placement agent or representatives or affiliates of the
underwriters or agents or any other purchaser appointed or named in
such agreement or agreements, as they may deem appropriate for the
proposed sale of the Notes; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to do and to 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 the behalf of the Company or
otherwise 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 the
Company under purchase agreements, underwriting agreements and sales
agreements, indentures, registration rights agreements, securities
purchase or sale option agreements, calculation agency agreements or
other similar agreements, certificates or declarations, the Notes, any
Registration Statement or any other agreements related to the issue and
sale of the Notes and the issue of the First Mortgage Bonds as security
therefor; and
RESOLVED FURTHER: That each Note issued by the Company may
be secured by the First Mortgage Bonds in principal amounts equal to
the Notes; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, in their discretion, on its behalf, are authorized to
take such action as may be necessary or desirable, including but not
limited to, the execution and delivery on behalf of the Company of one
or more supplemental indentures to the Mortgage Indenture and the
execution, delivery and authentication required with respect to the
proposed issuance of the First Mortgage Bonds, with such interest
rates, maturities and other terms as the officers may consider
advisable to facilitate the delivery thereof as security for the
Company's obligation to make payments required under
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the transactions contemplated by the above resolutions, which First
Mortgage Bonds will be payable only upon the events expressly
designated in the Mortgage Indenture; and
RESOLVED FURTHER: That a resolution adopted at a meeting
of the Board of Directors held on July 24, 1998 amending the February
27, 1998 Board authorization for the issuance and sale or guarantee of
up to $950 million long-term securities solely for the purpose of
refunding or refinancing existing long-term securities, is hereby
rescinded; and
RESOLVED FURTHER: That a resolution adopted at a meeting
of the Board of Directors held on February 27, 1998 authorizing the
issuance and sale or guarantee of up to $950 million of long-term
securities solely for the purpose of refunding or refinancing existing
long-term securities and the authorization of up to $950 million of
first mortgage bonds under the Company's Trust Indenture dated as of
September 1, 1945, as amended and supplemented, with The Chase
Manhattan Bank as Trustee, solely for the purpose of providing security
for such new long-term securities, is amended so that such long-term
securities and first mortgage bonds issued as security therefor may be
issued for general corporate purposes or for the purpose of refunding
or refinancing existing long-term securities; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to sign, seal and deliver
such papers and documents, and to do or cause to be done all acts and
things which any of them may consider necessary or advisable to carry
out the intent and purposes of all of the foregoing resolutions.
- - - - - - - - - -
I, Joyce H. Norkey, Assistant Secretary of Consumers Energy Company, CERTIFY
that the foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of Consumers Energy Company duly
held on October 23, 1998 at which a quorum was in attendance and voting
throughout, and that said resolutions have not since been rescinded but are
still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this day of October 1999.
(S E A L)
/s/ Joyce H. Norkey
-------------------------------
Joyce H. Norkey
Assistant Secretary
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Extract from Minutes of a Meeting of the Board of Directors of Consumers Energy
Company (the "Company"), held February 26, 1999.
- - - - - - - - - -
Proposed Issue and Sale of Securities
At meetings of the Board of Directors held on July 24, 1998 and
October 23, 1998, respectively, resolutions were adopted authorizing the Company
to issue and sell, from time to time, at private placement or public sale, upon
competitive bidding or a negotiated basis, or otherwise, debt securities in the
form of notes or bonds, aggregating $375 million, upon such terms as the Board
of Directors of the Company shall deem appropriate. The amount of such
securities remaining for issue and sale pursuant to the resolutions adopted by
the Board on July 24, 1998 and October 23, 1998, respectively, is $225 million.
In addition to the $225 million of such securities remaining to be issued and
sold, management of the Company recommended that the Company offer, from time to
time, at private placement or public sale, up to $300 million net aggregate
principal amount of securities of the Company (plus an additional 20% for the
purpose of covering underwriters' over-allotments, price adjustments, or sale of
additional securities), including but not limited to (i) unsecured senior or
subordinated debt securities, (ii) trust securities ("Trust Securities") of one
or more trusts (the "Trust"), (iii) debt securities issued solely in connection
with the sale of the Trust Securities, and (iv) the Company's guarantee of Trust
Securities of the Trust. One or more Trusts may be formed by the Company. The
Trust may offer Trust Securities representing interests in the Trust or Trust
assets. Any of the foregoing securities issued in a private placement may be
offered with registration rights. Management further recommended the appointment
of a Special Committee of the Board of Directors to take any and all action to
facilitate the proposed offering(s) and to assure that the securities are sold
for the best price and on the best terms obtainable in the judgment of a Special
Committee of the Board of Directors appointed for such purposes. The matter was
discussed fully.
Upon motion duly made and seconded, the following resolutions
were thereupon unanimously adopted:
RESOLVED: That the Board of Directors authorizes the issue
and sale, from time to time, at private placement or public sale, of up
to $300 million net aggregate principal amount of securities of the
Company (plus an additional 20% for the purpose of covering
underwriters' over-allotments, price adjustments, or sale of additional
securities), including but not limited to (i) unsecured senior or
subordinated debt securities, (ii) Trust Securities ("Trust Securities")
of one or more Trusts (the "Trust"), (iii) debt securities issued solely
in connection with the sale of the Trust Securities and (iv) the
Company's guarantee of Trust Securities of the Trust (collectively, the
"Securities") as discussed at the meeting, each to be sold for the best
price and on the best terms obtainable in the judgment of a Special
Committee of the Board of Directors appointed for such purposes; and
RESOLVED FURTHER: That Victor J. Fryling, with William T.
McCormick, Jr., as alternate, is appointed to a Special Committee of
this Board of Directors, which shall have the full authority to act on
behalf of the Board for the purposes stated in the foregoing resolution
with respect to (a) determining the offering price, any underwriting
discounts and the proceeds to the Company of the proposed issue and sale
of the Securities and (b) authorizing the officers to take such further
actions as they may deem advisable to carry out the issue and sale of
such Securities; and
RESOLVED FURTHER: That Messrs. Alan M. Wright, Thomas A.
McNish and Martin R. Walicki (or successors, appointed in writing, by
the Chairman of the Board, Vice Chairman of the Board or the President
of the Company, and filed in the Corporate Secretary's office) are
appointed to serve, at the Company's request, and are authorized and
empowered, for and on behalf of the Company, to act as the Company's
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trustees in accordance with the trust agreement, and any amendments
thereto, of the Trust; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered, for and on behalf of the
Company, to establish one or more Trusts, for the purpose of issuing and
selling Trust Securities; and
RESOLVED FURTHER: That the above-designated Company
trustees, and each of them, are authorized and empowered, to execute and
deliver all documents, papers, applications, agreements and instruments,
including but not limited to, a declaration of trust and/or trust
agreement, and any amendments thereto, and to do all acts and things
they deem necessary or appropriate and as counsel may advise to carry
out the intent and purpose of the foregoing resolutions; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to prepare, execute, and
file, or cause to be prepared and filed, one or more Registration
Statements with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (each a "Registration Statement")
together with all documents required as exhibits to such Registration
Statement, with respect to the issue and sale of the Securities, such
registration to be in such form as may be approved by the officers
executing the same, and to do all other things necessary to make such
registration effective, including the execution and filing of any
necessary or appropriate amendments, including post-effective
amendments; and
RESOLVED FURTHER: That any Securities issued in a private
placement may be offered with registration rights permitting the Company
to (i) file a Registration Statement for the resale of such Securities,
or (ii) exchange, in a registered exchange offer pursuant to a
Registration Statement, such Securities for substantially similar
securities; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to appoint an institutional
trustee, and any agent or trustees necessary or appropriate in
connection with the issuance and sale of the Securities; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and directed to determine the jurisdictions
in which appropriate action shall be taken to qualify or register for
sale all or such part of the Securities of the Company as they may deem
advisable; to perform on behalf of the Company any and all such acts as
they may deem necessary or advisable in order to comply with the
applicable laws of any such jurisdictions, 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 or any of them 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 the Company;
and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to cause the Company to make
application to the New York Stock Exchange, or on such other exchange as
the officers may decide, for the listing on such Exchange, upon notice
of issuance of the Securities, and to represent the Company in
connection with any application or applications for listing and to
appear on behalf of the Company before such official or body of said
Exchange as may be appropriate, with authority to make such changes,
upon the advice of counsel, in said application(s) or in any agreements
or other papers relating thereto as may be necessary or appropriate to
conform with the requirements for listing; and
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RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to execute and deliver on
behalf of the Company (i) an indenture or indentures, including one or
more supplements to any indenture, in the form approved or authorized by
the Special Committee under the corporate seal to be thereto affixed and
attested, with the trustee or trustees appointed, such indenture or
indentures, supplement or supplements and (ii) Company guarantee or
guarantees relating to the Trust Securities, each to be in such form and
content and bear such date as may be approved by the officer of the
Company executing the same, such approval to be conclusively evidenced
by the execution of said indenture or indentures, or supplement or
supplements, guarantee or guarantees; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to execute one or more
underwriting agreements, purchase agreements, or any other type of
agreements between the Company and the underwriter or representatives of
the underwriters (or any agents) or an other purchaser appointed or
named in such agreement or agreements, as they may deem appropriate for
the proposed sale of the Securities; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to do and to 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 the behalf of the Company or otherwise
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 the Company under
purchase agreements, underwriting agreements and sales agreements,
indentures, registration rights agreements, or other similar agreements,
certificates or declarations, the Securities, any Registration Statement
or any other agreements related to the issuance and sale of the
Securities.
- - - - - - - - - -
I, Joyce H. Norkey, Assistant Secretary of Consumers Energy Company, CERTIFY
that the foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of Consumers Energy Company duly
held on February 26, 1999 at which a quorum was in attendance and voting
throughout, and that said resolutions have not since been rescinded but are
still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 1st day of October 1999.
(S E A L) /s/ Joyce H. Norkey
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Joyce H. Norkey
Assistant Secretary