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Exhibit 24.1
FORD CREDIT AUTO RECEIVABLES TWO, INC.
Certificate of Secretary
The undersigned, Hurley D. Smith, Secretary of FORD CREDIT
AUTO RECEIVABLES TWO, INC., a Delaware corporation (the "Company"), DOES HEREBY
CERTIFY that the resolutions attached as Exhibit 1 to this Certificate were
duly adopted by the Board of Directors on September 1, 1998 pursuant to the
unanimous written consent of the Board of Directors, and such resolutions have
not been amended, modified, rescinded or revoked and are in full force and
effect on the date hereof.
WITNESS my hand and the seal of the Company this 16th day of
June, 2000.
/s/ HURLEY D. SMITH
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(Hurley D. Smith, Secretary)
(Corporate Seal)
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Exhibit 1
Sale of Receivables Pursuant to Public
Offerings of Receivables Securities
RESOLVED, That the Company is hereby authorized to issue and
sell, during any calendar year commencing with calendar year 1998, in (i) one
or more public offerings required to be registered with the Securities and
Exchange Commission (the "Commission") pursuant to applicable provisions of the
Securities Act of 1933, as amended (the "Act"), or (ii) in one or more private
placements or offshore offerings exempt from registration under the Act,
certificates or securities ("Receivables Securities") relating to or
representing an interest in receivables and assets relating thereto
("Receivables") or in certificates of any class issued by a trust established
by Ford Motor Credit Company or Ford Credit Auto Receivables Corporation or any
affiliate thereof acquired by the Company, in an aggregate principal amount not
to exceed the aggregate principal amount authorized for registration under the
Act pursuant to the next succeeding resolution, upon such terms and conditions
as may be fixed by any two of the Chairman of the Board of Directors, the
President, the Executive Vice President-Finance and the Treasurer and that any
two of the Chairman of the Board of Directors, the President, the Executive
Vice President-Finance and the Treasurer be and hereby are authorized to
determine the terms and conditions of the Receivables Securities.
RESOLVED, That the Company is hereby authorized to register
with the Commission pursuant to the provisions of the Act Receivables
Securities in principal amounts not to exceed in the aggregate $16,000,000,000
during any calendar year.
RESOLVED, That the preparation of one or more Registration
Statements on such form or forms as may be appropriate covering the Receivables
Securities, including prospectuses, exhibits and other documents, to be filed
with the Commission, for the purpose of registering the offer and sale of the
Receivables Securities under the Act, be and it hereby is in all respects
approved; that the directors and appropriate officers of the Company, and each
of them, be and hereby are authorized to sign and execute in their own behalf,
or in the name and on behalf of the Company, or both, as the case may be, any
such Registration Statement, with such changes, if any, therein, including
amendments to the prospectus and the addition or amendment of exhibits and
other documents relating thereto or required by law or regulation in connection
therewith, all in such form as such directors and officers may deem necessary,
appropriate or desirable, as conclusively evidenced by their execution thereof,
and that the appropriate officers of the Company, and each of them, be and
hereby are authorized to cause any such Registration Statement, so executed, to
be filed with the Commission; and, prior to the effective date of any such
Registration Statement, the appropriate officers of the Company are directed to
use their best efforts to furnish each director and each officer signing such
Registration Statement with a copy of such Registration Statement, and if,
prior to the effective date of any such Registration Statement, material
changes therein or material additions thereto are proposed to be made, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director, and each officer signing any such Registration
Statement, with a copy of such Registration Statement and each amendment
thereto as filed with the Commission, or a description of such changes or
additions, or a combination thereof, in as complete and final form as
practicable and in sufficient time to permit each director and each such
officer so desiring to object to any part of any such Registration Statement
before it becomes effective.
RESOLVED, That the directors and appropriate officers of the
Company, and each of them, be and hereby are authorized to sign and execute on
their own behalf, or in the name and on behalf of the Company, or both, as the
case may be, any and all amendments (including post-effective amendments) to
any
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such Registration Statement, including amendments to the prospectus and the
addition or amendment of exhibits and other documents relating thereto or
required by law or regulation in connection therewith, all in such form, with
such changes, if any, therein, as such directors and officers may deem
necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause such amendment or amendments, so
executed, to be filed with the Commission; and if, prior to the effective date
of each such post-effective amendment, material changes or material additions
are proposed to be made in or to any such Registration Statement or any
amendment thereto in the form in which it most recently became effective, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director, and each officer signing such post-effective amendment,
with a copy of such post-effective amendment or a description of all material
changes or additions therein, or a combination thereof, in as complete and
final form as practicable and in sufficient time to permit each director and
each such officer so desiring to object to any part of such post-effective
amendment before it becomes effective.
RESOLVED, That each officer and director who may be required
to sign and execute any such Registration Statement or any amendment thereto or
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise), be and hereby is authorized
to execute a power of attorney appointing P. Paillart, K. J. Coates, H. D.
Smith, D.P. Cosper, R. P. Conrad, and S.P. Thomas, and each of them, severally,
as true and lawful attorney or attorneys to sign in his name, place and stead in
any such capacity any such Registration Statement and any and all amendments
(including post-effective amendments) thereto and documents in connection
therewith, and to file the same with the Commission, each of said attorneys to
have power to act with or without the other, and to have full power and
authority to do and perform, in the name and on behalf of each of said officers
and directors who shall have executed such a power of attorney, every act
whatsoever which such attorneys, or any of them, may deem necessary, appropriate
or desirable to be done in connection therewith as fully and to all intents and
purposes as such officers or directors might or could do in person.
RESOLVED, That any officer of the Company be and hereby is
authorized in the name and on behalf of the Company to take any and all action
which such persons, or any of them, may deem necessary, appropriate or
desirable in order to obtain a permit, register or qualify the Receivables
Securities for issuance and sale or to request an exemption from registration
of such securities or to register or obtain a license for the Company as a
dealer or broker under the securities laws of such of the states of the United
States of America as such persons, or any of them, may deem necessary,
appropriate or desirable, and in connection with such registrations, permits,
licenses, qualifications and exemptions to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other papers
and instruments as may be required under such laws, and to take any and all
further action which such persons, or any of them, may deem necessary,
appropriate or desirable in order to maintain such registrations in effect for
as long as such persons, or any of them, may deem to be in the best interests
of the Company.
RESOLVED, That the Company hereby designates any licensed
California broker-dealer designated by any officer of the Company its
attorney-in-fact for the purpose of executing and filing one or more
applications and amendments thereto on behalf of the Company, under applicable
provisions of the California Corporate Securities Law of 1968, for the
registration or qualification of part or all of the Receivables Securities of
the Company for offering and sale in the State of California.
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BE IT RESOLVED THAT RICHARD D. LATHAM, Securities
Commissioner, State Securities Board, of the State of Texas, and his successor
in office, is made, constituted and appointed the true and lawful
attorney-in-fact for and in the State of Texas for this Company, upon whom all
process of law against this Company in any action at law or legal proceeding
growing out of the Texas Securities Act may be served, subject to and in
accordance with all the provisions of the laws of the State of Texas and all
amendments thereto, and this Company agrees that any and all lawful process
against it may be served upon its said attorney-in-fact, RICHARD D. LATHAM, or
his successor in office, shall be deemed valid personal service upon this
Company and shall be of the same force and validity as if served upon this
Company; and that all process served upon the said Securities Commissioner
shall be and have the same effect as if this Company were organized and created
under the laws of the State of Texas and had been lawfully served with process
therein; and
BE IT FURTHER RESOLVED, That the Company by and through its
President or any Vice President and Secretary or any Assistant Secretary
execute a Power of Attorney to the said RICHARD D. LATHAM, Securities
Commissioner of the State of Texas, and his successor in office, incorporating
the provisions of this resolution therein.
RESOLVED, That any and all in haec verba resolutions which may
be required by the Blue Sky or securities laws of any state in which the
Company intends to offer to sell the Receivables Securities be, and they hereby
are, adopted; that the proper officers of the Company be, and they hereby are,
authorized to certify that such resolutions were duly adopted at this meeting;
and that the Secretary of the Company shall cause a copy of each resolution so
certified to be attached to the minutes of this meeting.
RESOLVED, That the Company is hereby authorized to enter into
one or more Trust Agreements, Indentures, Pooling and Servicing Agreements or
other agreements and supplements and amendments thereto, each with a bank,
trust company or other person, or company or entity as trustee, providing for
the establishment of one or more trusts ("Trusts") and the issuance by the
Trusts of the Receivables Securities, and that any officer of the Company be
and hereby is authorized, in the name and on behalf of the Company, (i) to
select such trustee or trustees and (ii) to execute, acknowledge and deliver
each such Trust Agreement, Indenture, Pooling and Servicing Agreement or other
agreement in the name and on behalf of the Company, containing such terms and
provisions as the officer or officers executing such agreements may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That any officer of the Company be and hereby is
authorized, in the name and on behalf of the Company and under its corporate
seal (which may be a facsimile of such seal), to execute (by manual or
facsimile signature) Receivables Securities (and, in addition, Receivables
Securities to replace any of the Receivables Securities which are lost, stolen,
mutilated or destroyed and Receivables Securities required for exchange,
substitution or transfer, all as provided in the respective Trust Agreements,
Indentures, Pooling and Servicing Agreements or other agreements) in fully
registered form in substantially the forms of Receivables Securities to be set
forth in the respective Trust Agreements, Indentures, Pooling and Servicing
Agreements or other agreements with such changes therein and additions thereto
as the officer or officers executing the Receivables Securities may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Company is hereby authorized to enter into
one or more Sale and Servicing Agreements or other agreements, each with a
bank, trust company or other person, or company or entity as trustee and any
entity acting as servicer of the Receivables or the certificates issued by a
trust established by Ford Motor Credit Company or Ford Credit Auto Receivables
Corporation or any affiliate
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thereof, providing for the transfer of the Receivables or the certificates to
the Trusts and for the servicing of the Receivables or the certificates, and
that any officer of the Company be and hereby is authorized, in the name and on
behalf of the Company, to (i) to select such servicer or servicers and (ii) to
execute, acknowledge and deliver each such Sale and Servicing Agreement or
other agreement in the name and on behalf of the Company, containing such terms
and provisions as the officer or officers executing such agreements may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Company is hereby authorized to enter into
one or more Administration Agreements or other agreements, each with a bank,
trust company or other person, or company or entity as trustee and any entity
acting as administrator, providing for the performance by the administrator of
certain administrative services relating to the Receivables Securities, and
that any officer of the Company be and hereby is authorized, in the name and on
behalf of the Company, (i) to select such administrator or administrators and
(ii) to execute, acknowledge and deliver each such Administration Agreement or
other agreement in the name and on behalf of the Company, containing such terms
and provisions as the officer or officers executing such agreements may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That any officer of the Company be and hereby is
authorized to appoint one or more paying agents, registrars, transfer agents,
and other agents and functionaries, and to execute and deliver, in the name and
on behalf of the Company, any agreement, instrument or document relating to any
such appointment, for the purpose of implementing and giving effect to the
provisions of the Trust Agreements, Indentures, Pooling and Servicing
Agreements, Sale and Servicing Agreements, Administration Agreements or other
agreements and the Receivables Securities, respectively, in the forms in which
they shall be executed and delivered pursuant to the foregoing resolutions;
provided, however, that the Company may at any time elect to act in such
capacity itself.
RESOLVED, That the Company is hereby authorized to enter into
one or more Clearing Agreements or other agreements, each with a bank,
financial institution or other company or entity, providing for the settlement
and clearance of the Receivable Securities through the facilities of one or
more domestic or foreign clearing corporations, and that any officer of the
Company be and hereby is authorized, in the name and on behalf of the Company,
(i) to select such clearing corporation or clearing corporations and (ii) to
execute, acknowledge and deliver each such Clearing Agreement or other
agreement in the name and on behalf of the Company, containing such terms and
provisions as the officer or officers executing such agreements may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Company is hereby authorized to enter into
one or more Limited Partnership Agreements or other agreements, each with any
firm, institution, partnership or other person, including Ford Motor Credit
Company, providing for the formation of one or more limited partnerships
("Limited Partnerships") which will engage in activities similar to those the
Company is authorized to engage in pursuant to these resolutions, and that any
officer of the Company be and hereby is authorized, in the name and on behalf
of the Company, to execute, acknowledge and deliver each such Limited
Partnership Agreement or other agreement in the name and on behalf of the
Company, containing such terms and provisions as the officer or officers
executing such agreements may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof; and
BE IT FURTHER RESOLVED, That the Company is hereby authorized
to act as a general partner or a limited partner under the Limited Partnership
Agreements or other agreements, and, subject to
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the terms and conditions of the Limited Partnership Agreements, to take any
action on behalf of the Limited Partnerships that the Company would be
authorized to take on behalf of itself pursuant to these resolutions.
RESOLVED, That the Company is hereby authorized to enter into
one or more underwriting agreements, sales agency agreements or like agreements
(the "Underwriting Agreements") with any firm, institution or partnership
acting on behalf of themselves or itself and the several underwriters,
providing for the sale of the Receivables Securities and that, when such
Underwriting Agreements, or any of them, have been completed to set forth the
prices at and terms and conditions upon which the Receivables Securities are to
be sold and the compensation to be received by the underwriters, such matters
first having been presented to and approved by any two of the Chairman of the
Board of Directors, the President, the Executive Vice President-Finance and the
Treasurer, any officer of the Company be and hereby is authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements, with the inclusion of such underwriters and contain-
ing such other terms and provisions as the officer or officers executing the
same may deem necessary, appropriate or desirable, as conclusively evidenced by
his or their execution thereof.
RESOLVED, That the Company is hereby authorized to enter into
one or more Purchase Agreements or other agreements with any firm, institution,
partnership or other person, including Ford Motor Credit Company, securities
brokers and dealers, relating to the sale and distribution of Receivables or of
Receivables Securities and that, when such Purchase Agreements, or any of them,
have been completed to set forth the terms and conditions upon which the
Receivables or Receivables Securities are to be sold and the purchase prices to
be paid by such purchasers, such matters first having been presented to and
approved by any two of the Chairman of the Board of Directors, the President,
the Executive Vice President-Finance and the Treasurer, any officer of the
Company be and hereby is authorized to execute and deliver, in the name and on
behalf of the Company, the respective Purchase Agreements, containing such
other terms and provisions as the officer or officers executing the same may
deem necessary, appropriate or desirable, as conclusively evidenced by his or
their execution thereof.
RESOLVED, That the appropriate officers of the Company, and
each of them, be and hereby are authorized and empowered, in the name and on
behalf of the Company, to take any action (including, without limitation, the
payment of expenses), and to execute (by manual or facsimile signature) and
deliver any and all letters, documents or other writings, that such officer or
officers may deem necessary, appropriate or desirable in order to enable the
Company fully to issue and sell the Receivables Securities and exercise its
rights and to perform its obligations under the Trust Agreements, Indentures,
Pooling and Servicing Agreements, Sale and Servicing Agreements, Administration
Agreements, Clearing Agreements, Limited Partnership Agreements, Underwriting
Agreements, Purchase Agreements and other agreements, or otherwise carry out
the purposes and intents of each and all of the foregoing resolutions.
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POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD CREDIT AUTO RECEIVABLES TWO, INC.
COVERING SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer or director of FORD CREDIT AUTO RECEIVABLES TWO, INC., does hereby
constitute and appoint K. J. Coates, H. D. Smith, R. P. Conrad and S. P.
Thomas, and each of them, severally, his true and lawful attorney and agent at
any time and from time to time to do any and all acts and things and execute in
his name (whether on behalf of FORD CREDIT AUTO RECEIVABLES TWO, INC., or as an
officer or director of FORD CREDIT AUTO RECEIVABLES TWO, INC. or by attesting
the seal of FORD CREDIT AUTO RECEIVABLES TWO, INC. or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD CREDIT AUTO RECEIVABLES TWO, INC. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with a Registration
Statement or Registration Statements and any and all amendments (including
post-effective amendments) to the Registration Statement or Registration
Statements relating to the issuance and sale of any of the above-captioned
securities of FORD CREDIT AUTO RECEIVABLES TWO, INC. authorized by the
unanimous written consent of the Board of Directors of FORD CREDIT AUTO
RECEIVABLES TWO, INC. on September 1, 1998, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD CREDIT AUTO RECEIVABLES TWO, INC. or as an officer or director of FORD
CREDIT AUTO RECEIVABLES TWO, INC. or by attesting the seal of FORD CREDIT AUTO
RECEIVABLES TWO, INC. or otherwise) to such Registration Statement or
Registration Statements and to such amendments (including post-effective
amendments) to the Registration Statement or Registration Statements to be filed
with the Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of the 16th
day of June, 2000.
/s/ ELIZABETH S. ACTON /S/ HURLEY D. SMITH
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(Elizabeth S. Acton) (Hurley D. Smith)
/s/ JAMES W. BOSSCHER /s/ DANIEL D. MEYER
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(James W. Bosscher) (Daniel D. Meyer)
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