<PAGE> 1
EXHIBIT 24.1
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 any officer of the Company or Ford Motor Credit Company, and each of
them severally, his/her 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/her 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 November 1, 2000,
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 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 agent shall have, and may exercise,
all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 12th day of January, 2001.
/s/ Bibiana Boerio /s/ Sanjeev Agrawal
--------------------------- ------------------------------
(Bibiana Boerio) (Sanjeev Agrawal)
/s/ Daniel D. Meyer /s/ David M. Brandi
---------------------------- ------------------------------
(Daniel D. Meyer) (David M. Brandi)
<PAGE> 2
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 2000, 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 of 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, any Executive Vice President, any Vice President and the Treasurer
and that any two of such officers of the Company 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 $40,000,000,000 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.
<PAGE> 3
RESOLVED, 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 and all amendments (including post-effective amendments) to any 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 any officer of the Company or Ford Motor Credit
Company designated by such officer or director, 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.
<PAGE> 4
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.
BE IT RESOLVED THAT DENISE VOIGT CRAWFORD, Securities Commissioner,
State Securities Board, of the State of Texas, and her 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, DENISE VOIGT CRAWFORD, or her 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 DENISE VOIGT CRAWFORD, Securities Commissioner of the
State of Texas, and her successor in office, incorporating the provisions of
this resolution therein.
RESOLVED, That any and all 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 proposed 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
3
<PAGE> 5
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 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, (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 any 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 Receivables Securities through the facilities of one or more
4
<PAGE> 6
domestic for 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 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, any Executive Vice President any Vice President 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 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 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,
any Executive Vice President, any Vice President
5
<PAGE> 7
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 forgoing resolutions.
6
<PAGE> 8
FORD CREDIT AUTO RECEIVABLES TWO, INC.
CERTIFICATE OF SECRETARY
The undersigned, R. P. Conrad, an Assistant 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 November 1, 2000, 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 12th day of January,
2001
/s/ R. P. Conrad
---------------------------
(R. P. Conrad)
(Corporate Seal)
