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REGISTRATION STATEMENT NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR CREDIT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-1612444
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121 (313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J. D. BRINGARD, ESQ.
FORD MOTOR CREDIT COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
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Debt Securities......................... $5,000,000,000 100%* $5,000,000,000* $1,000,000
</TABLE>
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* Estimated solely for the purpose of determining the amount of the registration
fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED NOVEMBER , 1995
FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
Ford Credit, in November 1995, registered with the Securities and Exchange
Commission $5,000,000,000 aggregate principal amount of its Debt Securities
consisting of notes and/or debentures denominated in United States dollars or
any other currency or currencies, to be offered from time to time in one or more
series, on terms to be determined at or prior to the time of sale. The
Prospectus Supplement and any Pricing Supplement accompanying this Prospectus
sets forth, with respect to the particular series of Debt Securities for which
this Prospectus and the Prospectus Supplement and any Pricing Supplement are
being delivered, the specific title, the aggregate principal amount, the
authorized denominations, the currencies of issue and payment, the initial
public offering price, the maturity, the interest rate or rates (which may be
either fixed or variable), if any, and/or method of determination thereof, the
time of payment of any interest, any redemption, extension or early repayment
terms, any provision for sinking fund payments, the net proceeds to Ford Credit,
the form of Debt Securities (which may be in registered form, bearer form or
global form) and other specific terms relating to such series of Debt
Securities.
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to other purchasers or through
agents. See "Plan of Distribution". In addition, the Debt Securities may be sold
to dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to a particular series of Debt Securities who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). If any agents
of Ford Credit, or any underwriters, are involved in the sale of any Debt
Securities, the names of such agents or underwriters and any applicable
commissions or discounts are set forth in the accompanying Prospectus
Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November , 1995.
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AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY ("FORD CREDIT") AND FORD MOTOR COMPANY ARE
SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934
AND IN ACCORDANCE THEREWITH FILE REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). AS USED HEREIN OR IN THE
PROSPECTUS SUPPLEMENT, "FORD" REFERS TO FORD MOTOR COMPANY AND ITS SUBSIDIARIES
UNLESS THE CONTEXT OTHERWISE REQUIRES. SUCH REPORTS AND OTHER INFORMATION CAN BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AND AT THE
FOLLOWING REGIONAL OFFICES OF THE COMMISSION: 7 WORLD TRADE CENTER, 13TH FLOOR,
NEW YORK, NEW YORK 10048 AND NORTHWEST ATRIUM CENTER, 500 WEST MADISON STREET,
SUITE 1400, CHICAGO, ILLINOIS 60661. COPIES OF SUCH MATERIAL CAN BE OBTAINED
FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549 AT PRESCRIBED RATES. SUCH REPORTS AND OTHER INFORMATION
CONCERNING FORD CREDIT AND FORD CAN ALSO BE INSPECTED AT THE OFFICES OF THE NEW
YORK STOCK EXCHANGE, INC., 20 BROAD STREET, NEW YORK, NEW YORK 10005.
Ford Credit has filed with the Commission a Registration Statement under
the Securities Act with respect to the Debt Securities offered hereby. This
Prospectus and the Prospectus Supplement do not contain all the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. The information so omitted may be obtained from
the Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford Credit's Annual Report on Form 10-K for the year ended December 31,
1994 (the "1994 10-K Report"), Ford Credit's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 (the "First Quarter 10-Q Report"), June 30,
1995 (the "Second Quarter 10-Q Report") and September 30, 1995 (the "Third
Quarter 10-Q Report") and Ford Credit's Current Reports on Form 8-K dated
January 17, 1995, February 10, 1995, February 17, 1995, February 21, 1995, March
24, 1995, July 19, 1995, August 17, 1995, October 5, 1995, October 10, 1995,
October 17, 1995, October 20, 1995 and November 6, 1995 are incorporated in this
Prospectus by reference. All documents filed by Ford Credit pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Prospectus and prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing such document. Such reports
include, and such documents may include, information concerning Ford, as well as
Ford Credit.
FORD CREDIT UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT HAVE BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN
OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. WRITTEN OR TELEPHONIC
REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO FORD MOTOR CREDIT COMPANY, THE
AMERICAN ROAD, DEARBORN, MICHIGAN 48121, ATTENTION: PUBLIC AFFAIRS DEPARTMENT
(TELEPHONE 313-594-1096).
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The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus: Autolatina-Comercio,
Negocios e Participacoes Ltda., a Brazilian company ("Autolatina"), is a joint
venture between Ford and Volkswagen AG in which Ford has a 49% ownership
interest. Autolatina occasionally sells vehicles to persons located in Cuba.
Each such sale is made pursuant to a specific license granted to Ford by the
U.S. Department of Treasury. The last such sale, which involved one medical
supply vehicle, was made to Cubanacan in April 1991. Current information
concerning Autolatina's or its Ford-related affiliates' business dealings with
the government of Cuba or with persons located in Cuba may be obtained from the
State of Florida Department of Banking and Finance at The Capital Building,
Suite 1401, Tallahassee, Florida 32399-0350 (telephone number 940-488-0545).
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INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is a wholly-owned
subsidiary of Ford. As used herein "Ford Credit" refers to Ford Motor Credit
Company and its subsidiaries unless the context otherwise requires.
Ford Credit provides wholesale financing and capital loans to franchised
Ford Motor Company vehicle dealers and other dealers associated with such
dealers and purchases retail installment sale contracts and retail leases from
them. Ford Credit also makes loans to vehicle leasing companies, the majority of
which are affiliated with such dealers. In addition, wholly-owned subsidiaries
of Ford Credit provide these financing services to other vehicle dealers. More
than 84% of all new vehicles financed by Ford Credit are manufactured by Ford or
its affiliates. In addition to vehicle financing, Ford Credit makes loans to
affiliates of Ford, finances certain receivables of Ford and its subsidiaries,
and offers diversified financing services which are managed by USL Capital
Corporation ("USL Capital"), a wholly-owned subsidiary of Ford Holdings, Inc.
("Ford Holdings"). Ford Credit also manages the insurance business of The
American Road Insurance Company ("American Road"), a wholly-owned subsidiary of
Ford Holdings. Ford Credit also is a significant equity participant in Ford
Holdings whose primary activities are consumer and commercial financing
operations, insurance underwriting and equipment leasing.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121. The telephone number of such offices is (313)
322-3000.
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INFORMATION CONCERNING FORD
The business of Ford Credit is substantially dependent upon Ford. Ford is
the second-largest producer of cars and trucks in the world, and ranks among the
largest providers of financial services in the United States.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. The Financial Services segment is comprised of the following direct
subsidiaries, the activities of which include financing operations, vehicle and
equipment leasing and insurance operations: Ford Credit, Ford Credit Europe plc
("Ford Credit Europe"), Ford Holdings, The Hertz Corporation and Granite
Management Corporation (formerly First Nationwide Financial Corporation). Ford
Holdings is a holding company that owns primarily Associates First Capital
Corporation ("The Associates"), USL Capital and American Road. In addition,
there are a number of international affiliates not listed above that are
consolidated in the total Financial Services results, but are managed by either
Ford Credit (which manages Ford Credit Europe, as well as other international
affiliates), The Associates or USL Capital.
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THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
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USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be added to the general funds of Ford
Credit and will be available for the purchase of receivables, for loans and for
use in connection with the retirement of debt. Such proceeds initially may be
used to reduce short-term borrowings (commercial paper, borrowings under bank
lines of credit and borrowings under agreements with bank trust departments) or
may be invested temporarily in short-term securities.
Ford Credit expects to issue additional long-term and short-term debt from
time to time. The nature and amount of Ford Credit's long-term and short-term
debt and the proportionate amount of each can be expected to vary from time to
time, as a result of business requirements, market conditions and other factors.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of February 1, 1985, as supplemented from time to time (the
"Indenture"), between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, Trustee, 450 West 33rd Street, New York,
New York 10001. The term "Trustee", as used herein, shall mean Chemical Bank
and, if at any time there is more than one Trustee acting under the Indenture,
the term "Trustee" as used herein with respect to Indenture Securities (as
defined below) of any particular series shall mean the Trustee with respect to
the Indenture Securities of such series. The following statements with respect
to the Debt Securities are subject to the detailed provisions of the Indenture,
the form of which is filed as an exhibit to the Registration Statement.
Parenthetical references below are to the Indenture or the respective Forms of
Security contained therein and, whenever any particular provision of the
Indenture or any term used therein is referred to, such provision or term is
incorporated by reference as a part of the statement in connection with which
such reference is made, and the statement in connection with which such
reference is made is qualified in its entirety by such reference.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement and any Pricing Supplement relating
to such series of Debt Securities and will be set forth in a filing with the
Commission. Accordingly, for a description of the terms of a particular series
of Debt Securities, reference must be made to both the Prospectus Supplement and
any Pricing Supplement relating to such series and to the description of Debt
Securities set forth in this Prospectus.
GENERAL
The Debt Securities offered hereby will be limited to $5,000,000,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by Ford Credit's Board of Directors. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting and the powers and trust obligations of each such Trustee as described
herein shall extend only to the one or more series of Indenture Securities for
which it is acting as Trustee. The effect of the provisions contemplating that
there might be more than one Trustee acting for different series of
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Indenture Securities is that, in that event, those Indenture Securities (whether
of one or more than one series) for which each Trustee is acting would be
treated as if issued under a separate indenture.
The Prospectus Supplement and any Pricing Supplement which accompany this
Prospectus sets forth a description of the particular series of Debt Securities
being offered thereby, including: (1) the designation or title of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3) the
percentage of their principal amount at which such Debt Securities will be
offered; (4) the date or dates on which the principal of such Debt Securities
will be payable; (5) the rate or rates (which may be either fixed or variable)
and/or the method of determination of such rate or rates at which such Debt
Securities shall bear interest, if any; (6) the date or dates from which any
such interest shall accrue, or the method of determination of such date or
dates, and the date or dates on which any such interest shall be payable; (7)
the terms for redemption, extension or early repayment of such Debt Securities,
if any; (8) the denominations in which such Debt Securities are authorized to be
issued; (9) the currencies or currency units in which such Debt Securities are
issued or payable; (10) the provisions for a sinking fund, if any; (11) any
additional restrictive covenants included for the benefit of the holders of such
Debt Securities; (12) any additional Event of Default with respect to such Debt
Securities; (13) whether such Debt Securities are to be issuable as Registered
Securities or Bearer Securities or both, whether any of the Debt Securities are
to be issuable initially in temporary global form and whether any of the Debt
Securities are to be issuable in permanent global form; and (14) any other term
or provision relating to such Debt Securities which is not inconsistent with the
provisions of the Indenture.
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Federal income tax consequences and special
considerations applicable thereto will be described in the Prospectus Supplement
or Pricing Supplement relating to any such Debt Securities.
The Debt Securities will be unsecured obligations of Ford Credit and will
rank prior to all subordinated indebtedness of Ford Motor Credit Company (parent
company only) and pari passu with all other unsecured and unsubordinated
indebtedness of Ford Motor Credit Company (parent company only).
DENOMINATIONS, REGISTRATION AND TRANSFER
Indenture Securities of a series may be issuable solely as Registered
Securities, solely as Bearer Securities or as both Registered Securities and
Bearer Securities. The Indenture also provides that Indenture Securities of a
series may be issuable in global form. Unless otherwise indicated in the
Prospectus Supplement or any Pricing Supplement, Bearer Securities will have
interest coupons attached. (Section 2.01).
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. If (but only if)
provided in the Prospectus Supplement or any Pricing Supplement, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series may be converted into Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. In such event, Bearer Securities
surrendered in a permitted exchange for Registered Securities between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the Indenture. Bearer Securities will not be issued in exchange for
Registered Securities (Section 3.05).
Debt Securities may be presented for exchange or conversion as provided
above, and Registered Securities may be presented for registration of transfer
(with the form of transfer endorsed thereon duly executed), at the corporate
trust office of the Trustee or at the office of any transfer agent designated by
Ford Credit for such purpose with respect to any series of Debt
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Securities and referred to in the Prospectus Supplement or any Pricing
Supplement. No service charge will be made for any transfer, conversion or
exchange of the Debt Securities, but Ford Credit may require payment of a sum to
cover any tax or other governmental charge payable in connection therewith.
(Section 3.05). Such transfer, conversion or exchange will be effected upon the
Trustee or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. If a
Prospectus Supplement refers to any transfer agents (in addition to the Trustee)
initially designated by Ford Credit with respect to any series of Debt
Securities, Ford Credit may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Debt Securities of a series are issuable
solely as Registered Securities, Ford Credit will be required to maintain a
transfer agent in each Place of Payment for such series and, if Debt Securities
of a series may be issuable as both Registered Securities and as Bearer
Securities, Ford Credit will be required to maintain (in addition to the
Trustee) a transfer agent in a Place of Payment for such series located outside
the United States. Ford Credit may at any time designate additional transfer
agents with respect to any series of Debt Securities. (Section 10.02).
In the event of any redemption in part, Ford Credit shall not be required
to (i) issue, register the transfer of, exchange or convert Debt Securities of
any series during a period beginning at the opening of business 15 days before
any selection of Debt Securities of that series to be redeemed and ending at the
close of business on (A) if Debt Securities of the series are issuable only as
Registered Securities, the day of mailing of the relevant notice of redemption
and (B) if Debt Securities of the series are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if Debt
Securities of the series are also issuable as Registered Securities and there is
no publication, the mailing of the relevant notice of redemption; (ii) register
the transfer of or exchange any Registered Security, or portion thereof, called
for redemption, except the unredeemed portion of any Registered Security being
redeemed in part; or (iii) exchange any Bearer Security called for redemption,
except to exchange such Bearer Security for a Registered Security of that series
and like tenor which is immediately surrendered for redemption. (Section 3.05).
PAYMENT AND PAYING AGENTS
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, principal, premium, if any, and interest, if any, on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as Ford Credit may
designate from time to time. (Section 10.02). At the option of the Holder, such
payment on Bearer Securities also may be made by check or by wire transfer to an
account maintained by the payee with a bank located outside the United States.
(Form of Bearer Security). Unless otherwise provided in the Prospectus
Supplement or Pricing Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. (Section 10.01). No payment with respect
to any Bearer Security will be made at any office or agency of Ford Credit in
the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal, premium, if any, and
interest, if any, on Bearer Securities payable in U.S. dollars will be made at
the office of Ford Credit's Paying Agent in The City of New York if (but only
if) payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Section 10.02).
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, principal, premium, if any, and interest, if any, on Registered
Securities will be payable at any office or agency to be maintained by Ford
Credit in The City of New York, except that at the option of Ford Credit
interest may be paid (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer to an account maintained by the Person entitled thereto as specified in
the Security Register. (Sections 3.07, 10.01, 10.02). Unless
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otherwise provided in the Prospectus Supplement or any Pricing Supplement,
payment of any installment of interest on Registered Securities will be made to
the Person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest. (Section 3.07).
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, the corporate trust office of the Trustee in The City of New York
will be designated as Ford Credit's sole Paying Agent for payments with respect
to Debt Securities which are issuable as Registered Securities and as Ford
Credit's Paying Agent in The City of New York for payments with respect to Debt
Securities which are issuable (in the limited circumstances described above, but
not otherwise) solely as Bearer Securities. Any Paying Agents outside the United
States and any other Paying Agents in the United States initially designated by
Ford Credit for the Debt Securities will be named in the Prospectus Supplement
or any Pricing Supplement. Ford Credit may at any time designate additional
Paying Agents or rescind the designation of any Paying Agent or approve a change
in the office through which any Paying Agent acts, except that, if Indenture
Securities of a series are issuable only as Registered Securities, Ford Credit
will be required to maintain a Paying Agent in each Place of Payment for such
series and, if Indenture Securities of a series are also issuable as Bearer
Securities, Ford Credit will be required to maintain (i) a Paying Agent in The
City of New York for payments with respect to any Registered Securities of such
series (and for payments with respect to Bearer Securities of such series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in a
Place of Payment located outside the United States where Debt Securities of such
series and any coupons appertaining thereto may be presented and surrendered for
payment; provided that if the Debt Securities of such series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, Ford Credit will maintain a
Paying Agent in Luxembourg or any other required city located outside the United
States, as the case may be, for the Indenture Securities of such series.
(Section 10.02).
All moneys paid by Ford Credit to the Trustee or a Paying Agent for the
payment of principal, premium, if any, or interest, if any, on any Indenture
Security which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to Ford
Credit, and the Holder of such Indenture Security or any coupon will thereafter
look only to Ford Credit for payment thereof. (Section 4.04).
SUBSIDIARIES
The term "subsidiary of the Company" is defined in the Indenture as a
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by Ford Credit or by one or more subsidiaries of Ford
Credit, or by Ford Credit and one or more subsidiaries of Ford Credit. The term
"Restricted Subsidiary" is defined in the Indenture as a subsidiary of the
Company, incorporated in or conducting the major part of its business in the
United States, any of the activities of which includes insurance underwriting or
which had, at the end of its last quarterly accounting period preceding the date
of computation, assets with a value in excess of $1 million representing
accounts or notes receivable resulting from the financing of new cars, trucks,
tractors and farm and industrial equipment manufactured or sold by Ford or from
the financing of used cars, trucks, tractors and farm and industrial equipment
of the same types, whether manufactured by Ford or others. (Section 1.01). Ford
Holdings, which owns American Road Insurance and the other insurance businesses
formerly owned by Ford Credit, is not a subsidiary of the Company and therefore
not a Restricted Subsidiary, as such terms are defined in the Indenture. So long
as stock of Ford Holdings is directly owned by Ford Credit or by a Restricted
Subsidiary, such stock will be subject to the "Limitation on Liens" provision
described below. Ford Credit currently owns its stock in Ford Holdings directly
but is under no obligation to continue to do so.
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LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien is defined in the Indenture as a
"Mortgage") any of its property or assets, Ford Credit will secure or cause such
Restricted Subsidiary to secure the Indenture Securities equally and ratably
with (or prior to) the indebtedness secured by such Mortgage. This restriction
does not apply to Mortgages securing such indebtedness which shall not exceed $5
million in the aggregate at any one time outstanding and does not apply to (a)
certain Mortgages created or incurred to secure financing of the export or
marketing of goods outside the United States, (b) Mortgages on accounts
receivable payable in foreign currencies securing indebtedness incurred and
payable outside the United States, (c) Mortgages in favor of Ford Credit or any
Restricted Subsidiary, (d) Mortgages in favor of governmental bodies to secure
progress, advance or other payments, or deposits with any governmental body
required in connection with the business of Ford Credit or a Restricted
Subsidiary, (e) deposits made in connection with pending litigation, (f)
Mortgages existing at the time of acquisition of the assets secured thereby
(including acquisition through merger or consolidation) and certain purchase
money Mortgages, and (g) any extension, renewal or replacement of any Mortgage
or Mortgages referred to in the foregoing clauses (a) through (f), inclusive.
(Section 10.04).
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of Ford Credit with
or into any other corporation shall be permitted, and no sale or conveyance of
its property as an entirety, or substantially as an entirety, may be made to
another corporation, if, as a result thereof, any asset of Ford Credit or a
Restricted Subsidiary would become subject to a Mortgage, unless the Indenture
Securities shall be equally and ratably secured with (or prior to) the
indebtedness secured by such Mortgage, or unless such Mortgage could be created
pursuant to Section 10.04 (see "Limitation on Liens" above) without equally and
ratably securing the Indenture Securities. (Section 8.03).
EVENTS OF DEFAULT AND NOTICE THEREOF
Except as may otherwise be provided in an indenture supplemental to the
Indenture, the following events in respect of a particular series of Indenture
Securities are defined in the Indenture as "Events of Default": (a) failure to
pay interest for 30 days after becoming due; (b) failure to pay the principal or
premium, if any, for five business days after becoming due at maturity, on
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenants for 90 days
after notice; and (e) certain events of bankruptcy, insolvency or
reorganization. (Section 5.01).
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Indenture
Securities outstanding of such series may declare the principal amount (or, if
the Indenture Securities of such series are Original Issue Discount Securities
(as defined in the indenture), such portion of the principal amount as may be
specified in the terms of such series) of all of the Indenture Securities of
such series to be due and payable immediately. At any time after such a
declaration of acceleration in respect of a particular series of Indenture
Securities has been made, but before a judgment or decree for the payment of
money due upon acceleration has been obtained by the Trustee, the holders of a
majority in aggregate principal amount of the Indenture Securities outstanding
of such series may, under certain circumstances, waive all defaults and rescind
and annul such declaration and its consequences if all Events of Default in
respect of the Indenture Securities of such series, other than the non-payment
of principal due solely by such declaration of acceleration, have been cured or
waived as provided in the Indenture. (Section 5.02).
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all
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uncured defaults known to it (the term "default" to include the events specified
above without grace periods); provided that, except in the case of default in
the payment of the principal of, or premium, if any, on, or interest on any of
the Indenture Securities of such series, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interests of the holders of such series. (Section 6.02).
Pursuant to the terms of the Indenture, Ford Credit is required to furnish
to the Trustee annually a statement of certain officers of Ford Credit stating
whether or not to the best of their knowledge Ford Credit is in default in
respect of any series of Indenture Securities in the performance and observance
of the terms of the Indenture and, if Ford Credit is in default, specifying such
default and that or those series affected thereby. (Section 10.05).
The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series and, subject to certain limitations, to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Sections 5.12 and
5.13). The Indenture provides that, in case an Event of Default in respect of a
particular series of Indenture Securities shall occur (which shall not have been
cured or waived), the Trustee will be required to exercise such of its rights
and powers under the Indenture, and to use the degree of care and skill in their
exercise, that a prudent man would exercise or use in the conduct of his own
affairs, but otherwise need only perform such duties as are specifically set
forth in the Indenture. (Section 6.01). Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of such series unless they shall
have offered to the Trustee reasonable security or indemnity. (Section 6.03).
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of Ford
Credit and the rights of the holders of a particular series may be modified by
Ford Credit with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Indenture Securities of such series then
outstanding; but no such modification may be made which would (i) extend the
fixed maturity of any Indenture Security of such series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, without the consent of the holder of each Indenture Security of such
series so affected; or (ii) reduce the above-stated percentage of Indenture
Securities of such series, the consent of the holders of which is required to
modify or alter the Indenture, without the consent of the holders of all
Indenture Securities of such series then outstanding. (Section 9.02).
The Indenture provides that in determining whether the Holders of the
requisite principal amount of Indenture Securities of a series then outstanding
have given any request, demand, authorization, direction, notice, consent or
waiver thereunder or whether a quorum is present at a meeting of Holders of
Indenture Securities, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (ii) the principal
amount of an Indenture Security denominated in a foreign currency or currencies
shall be the U.S. dollar equivalent, determined on the date of original issuance
of such Indenture Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Indenture Security of the amount determined as
provided in (i) above). (Section 1.01).
The Indenture contains provisions for convening meetings of the Holders of
Indenture Securities of a series if Indenture Securities of that series are
issuable as Bearer Securities. (Section 15.01). A meeting may be called at any
time by the Trustee, and also, upon request, by Ford Credit or the Holders of at
least 10% in principal amount of the Indenture Securities of such series
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Outstanding, in any such case upon notice given as provided in the Indenture.
(Section 15.02). Except for any consent which must be given by the Holder of
each Indenture Security affected thereby, as described above, any resolution
presented at a meeting or adjourned meeting at which a quorum is present may be
adopted by the affirmative vote of the Holders of a majority in principal amount
of the Indenture Securities of that series; provided, however, that, any
resolution with respect to any consent or waiver which may be given by the
Holders of not less than 66 2/3% in principal amount of the Indenture Securities
of a series may be adopted at a meeting or adjourned meeting at which a quorum
is present only by the affirmative vote of 66 2/3% in principal amount of the
Indenture Securities of that series; and provided, further, that, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of
Indenture Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Indenture
Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Indenture Securities of any series duly held in accordance
with the Indenture will be binding on all Holders of Indenture Securities of
that series and the related coupons. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the Indenture Securities of a
series; provided, however, that if any action is to be taken at such meeting
with respect to a consent or waiver which may be given by the Holders of not
less than 66 2/3% in principal amount of the Indenture Securities of a series,
the persons holding or representing 66 2/3% in principal amount of the Indenture
Securities of such series will constitute a quorum. (Section 15.04).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.10). In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.11).
CONCERNING CHEMICAL BANK
Chemical Bank, Trustee under the Indenture, is also the trustee under
indentures covering a number of outstanding issues of notes and debentures of
Ford Credit, is a depositary of Ford Credit and Ford, has from time to time made
loans to Ford Credit, Ford and its subsidiaries and has performed other services
for such companies in the normal course of its business.
REPORTS
Ford Credit publishes annual reports, containing certified financial
statements, and quarterly reports, containing interim unaudited financial
statements. Copies of such reports will be available upon request.
PLAN OF DISTRIBUTION
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to one or more other purchasers or
through agents.
The Prospectus Supplement and Pricing Supplement, if any, set forth the
terms of the offering of the particular series of Debt Securities to which such
Prospectus Supplement and any such
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Pricing Supplement relate, including (i) the name or names of any underwriters
or agents with whom Ford Credit has entered into arrangements with respect to
the sale of such series of Debt Securities, (ii) the initial public offering or
purchase price of such series of Debt Securities, (iii) any underwriting
discounts, commissions and other items constituting underwriters' compensation
from Ford Credit and any other discounts, concessions or commissions allowed or
reallowed or paid by any underwriters to other dealers, (iv) any commissions
paid to any agents, (v) the net proceeds to Ford Credit, and (vi) the securities
exchanges, if any, on which such series of Debt Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement and Pricing
Supplement, if any, relating to a particular series of Debt Securities, the
obligations of the underwriters to purchase such series of Debt Securities will
be subject to certain conditions precedent and each of the underwriters with
respect to such series of Debt Securities will be obligated to purchase all of
the Debt Securities of such series allocated to it if any such Debt Securities
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
The Debt Securities may be offered and sold by Ford Credit directly or
through agents designated by Ford Credit from time to time. Unless otherwise
indicated in the Prospectus Supplement, any such agent or agents will be acting
on a best efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act of the Debt
Securities so offered and sold. The Debt Securities also may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.
If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford Credit will authorize underwriters or agents to
solicit offers by certain institutions to purchase Debt Securities of such
series from Ford Credit pursuant to delayed delivery contracts providing for
payment and delivery at a future date. Such contracts will be subject only to
those conditions set forth in the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
Underwriters and agents may be entitled, under agreements entered into with
Ford Credit, to indemnification by Ford Credit against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed on for
Ford Credit by J. D. Bringard, Esq., Vice President -- General Counsel of Ford
Credit, or other counsel satisfactory to any underwriters or agents, and for any
underwriters or agents by Shearman & Sterling, 599 Lexington Avenue, New York,
N.Y. Mr. Bringard is a full-time employee of Ford Credit and owns and holds
options to purchase shares of Common Stock of Ford. Shearman & Sterling act as
counsel to the Compensation and Option Committee and the Audit Committee of the
Board of Directors of Ford and occasionally act as counsel to Ford and Ford
Credit in connection with certain transactions.
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1994 10-K Report have been audited by Coopers & Lybrand, 400
Renaissance Center, Detroit, Michigan 48243, independent certified public
accountants, to the extent indicated in their report therein, and have been so
incorporated in reliance upon the report of that firm and upon their authority
as experts in accounting and auditing.
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With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1995 and 1994, June 30, 1995 and 1994, and
September 30, 1995 and 1994, included in the First Quarter 10-Q Report, the
Second Quarter 10-Q Report and the Third Quarter 10-Q Report, respectively,
incorporated by reference in this Prospectus, Coopers & Lybrand have reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their reports included in
the First Quarter 10-Q Report, the Second Quarter 10-Q Report and the Third
Quarter 10-Q Report state that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. The accountants are not
subject to the liability provisions of Section 11 of the Securities Act for
their reports on the unaudited interim financial information because each such
report is not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of such
Act.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee..... $ 1,000,000
Printing and engraving.................................. 100,000
Accountants' fees....................................... 50,000
Blue Sky fees and expenses.............................. 15,000
Fees and expenses of Trustee............................ 200,000
Rating Agency fees...................................... 90,000
Miscellaneous expenses.................................. 20,000
-----------
Total.................................. $ 1,475,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employes and agents; insurance
--
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employe or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employe or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employe or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employe
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employe or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employe or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employes or agents, so that any person who is or was a director,
officer, employe or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employe or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person
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who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 5 of Article Ninth of the Certificate of Incorporation of Ford
Credit provides as follows:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article NINTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 5.1. Any repeal or
modification of subsection 5.1 of this Article NINTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. INDEMNIFICATION AND INSURANCE.
5.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including penalties, fines,
judgments, attorneys' fees, amounts paid or to be paid in settlement and excise
taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the corporation shall indemnify any such person seeking
indemnification in
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connection with a proceeding (or part thereof) initiated by such person (other
than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this subsection 5.3a of Article NINTH
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this subsection 5.3a of Article NINTH or otherwise.
5.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article NINTH is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
5.3C. MISCELLANEOUS. The provisions of this Section 5.3 of Article NINTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If any
part of this Section 5.3 of Article NINTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article NINTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3E. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
5.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
agent of the corporation to the fullest extent of the provisions of this Section
5.3
II-4
<PAGE> 18
of Article NINTH with respect to the indemnification and advancement of expenses
of directors, officers and employees of the corporation.
Similar indemnification provisions in Section 5 of Article NINTH of the
Certificate of Incorporation of Ford are applicable to directors, officers and
employees of Ford Credit who serve as such at the request of Ford.
Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:
No member of the Committee or alternate for a member or director,
officer or employe of any Participating Company shall be liable for any
action or failure to act under or in connection with the Plan, except for
his own bad faith; provided, however, that nothing herein shall be deemed
to relieve any such person from responsibility or liability for any
obligation or duty under ERISA. Each director, officer, or employe of the
Company who is or shall have been designated to act on behalf of the
Company and each person who is or shall have been a member of the Committee
or an alternate for a member or a director, officer or employe of any
Participating Company, as such, shall be indemnified and held harmless by
the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit or proceeding to which he may be
a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid
by him in settlement thereof (with the Company's written approval) or paid
by him in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding
of his bad faith; subject, however, to the condition that, upon the
assertion or institution of any such claim, action, suit or proceeding
against him, he shall in writing give the Company an opportunity, at its
own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power that a Participating
Company may have to indemnify him or hold him harmless.
Pursuant to the Underwriting Agreements relating to its underwritten
offerings of securities, the underwriters have agreed to indemnify Ford Credit,
each officer and director of Ford Credit and each person, if any, who controls
Ford Credit within the meaning of the Securities Act of 1933, against certain
liabilities, including liabilities under said Act. The Sales Agency Agreements
and the Purchase Agreements filed as Exhibits to, or incorporated by reference
in, Ford Credit's Registration Statements relating to its offerings of
medium-term notes, floating rate notes, capital notes, variable rate notes,
original issue discount notes and notes provide for similar indemnification by
the Agents named therein.
Ford Credit is insured for liabilities it may incur pursuant to Article
NINTH of its Certificate of Incorporation relating to the indemnification of its
directors, officers and employes. In addition, directors, officers and certain
key employes are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford Credit's Certificate of Incorporation. The premium for both insurance
coverages is paid by Ford.
Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate or a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure to act under the
Program.
Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employe of Ford Credit
II-5
<PAGE> 19
is indemnified against all loss, cost, liability or expense reasonably incurred
in connection with or resulting from any claim, action, suit or proceeding in
which such person is involved or may be involved by reason of any action or
failure to act under the Plan.
ITEM 16. EXHIBITS.
Exhibit 1-A -- Form of Underwriting Agreement relating to the Debt
Securities. Filed as Exhibit 1-A to Registration Statement No. 33-55945
and incorporated herein by reference.
Exhibit 1-B -- Form of Sales Agency Agreement relating to the Debt
Securities offered in the United States. To be filed by Form 8-K.
Exhibit 1-C -- Form of Sales Agency Agreement relating to the Debt
Securities offered outside the United States. To be filed by Form 8-K.
Exhibit 4-A -- Indenture dated as of February 1, 1985 between Ford Credit
and Chemical Bank as successor to Manufacturers Hanover Trust Company,
Trustee, relating to the Debt Securities, filed as Exhibit 4-A to
Registration Statement No. 2-95568 and incorporated herein by reference.
Exhibit 4-B -- Form of registered fixed rate Medium-Term Note filed as
Exhibit 4-B to Registration Statement No. 33-41060 and incorporated
herein by reference. Other Forms of Debt Security are included in
Exhibit 4-F. Any additional form or forms of Debt Security will be filed
with the Commission.
Exhibit 4-C -- First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, Trustee, relating to the Debt Securities, filed
as Exhibit 4-B to Ford Credit's Current Report on Form 8-K dated April
29, 1986 and incorporated herein by reference.
Exhibit 4-D -- Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to Debt Securities, filed as Exhibit 4-B
to Ford Credit's Current Report on Form 8-K dated August 28, 1986 and
incorporated herein by reference.
Exhibit 4-E -- Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to the Debt Securities, filed as Exhibit
4-E to Registration Statement No. 33-12928 and incorporated herein by
reference.
Exhibit 4-F -- Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company relating to the Debt Securities filed as Exhibit
4-F to Post-Effective Amendment No. 1 to Registration Statement No.
33-20081 and incorporated herein by reference.
Exhibit 4-G -- Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company relating to the Debt Securities filed as Exhibit
4-G to Registration Statement No. 33-41060 and incorporated herein by
reference.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of Ford
Credit, as to the legality of the Debt Securities registered hereunder.
To be filed by amendment.
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit. To be filed by amendment.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
To be filed by amendment.
Exhibit 15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
Exhibit 23-A -- Consent of Coopers & Lybrand L.L.P.
Exhibit 23-B -- Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 -- Powers of Attorney.
Exhibit 25 -- Statement of Eligibility and Qualifications on Form T-1 of
Chemical Bank, Trustee. To be filed by amendment.
II-6
<PAGE> 20
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1(i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Ford
Credit pursuant to the provisions described under Item 15 above, or otherwise,
Ford Credit has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Ford Credit or Ford of
expenses incurred or paid by a director, officer or controlling person of Ford
Credit in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Ford Credit, or Ford, as the case may be, will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-7
<PAGE> 21
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3, THAT THE SECURITY RATING REQUIREMENT OF
TRANSACTION REQUIREMENT B.2. OF FORM S-3 WILL BE MET BY THE TIME OF THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF MICHIGAN, ON THE 14TH DAY OF
NOVEMBER, 1995.
FORD MOTOR CREDIT COMPANY
WILLIAM E. ODOM*
By ------------------------------
(WILLIAM E. ODOM, CHAIRMAN OF THE
BOARD OF DIRECTORS)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------- ------------------------------- -------------------
<S> <C> <C>
Chairman of the Board of
Directors and
Director (principal
WILLIAM E. ODOM* executive officer)
....................................
(WILLIAM E. ODOM)
Director and Executive Vice
President--Finance (principal
KENNETH J. COATES* financial officer)
....................................
(KENNETH J. COATES)
Controller (principal
TERRENCE F. MARRS* accounting officer)
....................................
(TERRENCE F. MARRS)
GREGORY C. SMITH* Director
....................................
(GREGORY C. SMITH) November 14, 1995
JOHN G. CLISSOLD* Director
....................................
(JOHN G. CLISSOLD)
EDSEL B. FORD II* Director
....................................
(EDSEL B. FORD II)
DAVID N. MCCAMMON* Director
....................................
(DAVID N. MCCAMMON)
ROBERT D. WARNER* Director
....................................
(ROBERT D. WARNER)
KENNETH WHIPPLE* Director
....................................
(KENNETH WHIPPLE)
* By /s/ H. D. SMITH
-------------------------------
(H. D. SMITH, ATTORNEY-IN-FACT)
</TABLE>
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ------------ ------------------------------------------------------------- ----------
<S> <C> <C> <C>
Exhibit 1-A -- Form of Underwriting Agreement relating to the Debt
Securities. Filed as Exhibit 1-A to Registration Statement
No. 33-55945 and incorporated herein by reference.
Exhibit 1-B -- Form of Sales Agency Agreement relating to the Debt
Securities offered in the United States. To be filed by Form
8-K.
Exhibit 1-C -- Form of Sales Agency Agreement relating to the Debt
Securities offered outside the United States. To be filed by
Form 8-K.
Exhibit 4-A -- Indenture dated as of February 1, 1985 between Ford Credit
and Chemical Bank as successor to Manufacturers Hanover Trust
Company, Trustee, relating to the Debt Securities, filed as
Exhibit 4-A to Registration Statement No. 2-95568 and
incorporated herein by reference.
Exhibit 4-B -- Form of registered fixed rate Medium-Term Note filed as
Exhibit 4-B to Registration Statement No. 33-41060 and
incorporated herein by reference. Other Forms of Debt
Security are included in Exhibit 4-F. Any additional form or
forms of Debt Security will be filed with the Commission.
Exhibit 4-C -- First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, Trustee, relating to the
Debt Securities, filed as Exhibit 4-B to Ford Credit's
Current Report on Form 8-K dated April 29, 1986 and
incorporated herein by reference.
Exhibit 4-D -- Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, relating to Debt
Securities, filed as Exhibit 4-B to Ford Credit's Current
Report on Form 8-K dated August 28, 1986 and incorporated
herein by reference.
Exhibit 4-E -- Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, relating to the Debt
Securities, filed as Exhibit 4-E to Registration Statement
No. 33-12928 and incorporated herein by reference.
Exhibit 4-F -- Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company relating to the Debt
Securities filed as Exhibit 4-F to Post-Effective Amendment
No. 1 to Registration Statement No. 33-20081 and incorporated
herein by reference.
Exhibit 4-G -- Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company relating to the Debt
Securities filed as Exhibit 4-G to Registration Statement No.
33-41060 and incorporated herein by reference.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of
Ford Credit, as to the legality of the Debt Securities
registered hereunder. To be filed by amendment.
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ------------ ------------------------------------------------------------- ----------
<S> <C> <C> <C>
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit. To be filed by amendment.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford. To
be filed by amendment.
Exhibit 15 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
Exhibit 23-A -- Consent of Coopers & Lybrand L.L.P.
Exhibit 23-B -- Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24 -- Powers of Attorney.
Exhibit 25 -- Statement of Eligibility and Qualifications on Form T-1 of
Chemical Bank, Trustee.
</TABLE>
<PAGE> 1
Exhibit 15
Ford Motor Credit Company
The American Road
Dearborn, Michigan
We are aware that our reports dated April 19, 1995, July 19, 1995 and
October 17, 1995 accompanying the unaudited interim financial information of
Ford Motor Credit Company and Subsidiaries for the periods ending March 31,
1995 and 1994, June 30, 1995 and 1994, and September 30, 1995 and 1994 included
in the Ford Motor Credit Company Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995 will be
incorporated by reference in this Registration Statement on Form S-3. Pursuant
to Rule 436(c) under the Securities Act of 1933, these reports should not be
considered a part of the Registration Statement prepared or certified by us
within the meaning of Sections 7 and 11 of the Act.
/s/ COOPERS & LYBRAND L.L.P.
Detroit, Michigan
November 14, 1995
<PAGE> 1
EXHIBIT 23-A
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in Ford Motor Credit Company's
Registration Statement on Form S-3 of our report dated January 27, 1995 on
our audits of the consolidated financial statements and financial statement
schedule of Ford Motor Credit Company and Subsidiaries at December 31, 1994
and 1993 and for each of the three years in the period ended December 31,
1994, and is included in the Ford Motor Credit Company Annual Report on
Form 10-K. We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
Detroit, Michigan
November 14, 1995
<PAGE> 1
EXHIBIT 24
FORD MOTOR CREDIT COMPANY
Certificate of an Assistant Secretary
The undersigned, Richard P. Conrad, an Assistant Secretary of Ford
Motor Credit Company, 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 of the Company on February 26, 1986,
March 2, 1988, March 10, 1993 and September 29, 1993 at meetings duly called
and held at which quorums were present and acted throughout, 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 seal of the Company this 14th day of
November, 1995.
/s/ Richard P. Conrad
--------------------------
Richard P. Conrad
Assistant Secretary
<PAGE> 2
EXHIBIT I
Resolutions
Public Offering of Senior and Subordinated Debt
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1986, to register with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies, consisting of
notes, debentures, warrants, guarantees or other securities, or any
combination thereof ("Securities"), in an aggregate principal amount not to
exceed U.S. $16,000,000,000 and (ii) is authorized during any calendar
year, commencing with calendar year 1986, to issue and sell, in one or more
public offerings in an aggregate principal amount not to exceed
$16,000,000,000, (a) Securities registered with the Commission pursuant to
the provisions of the Act and (b) all of the Company's Debt Securities
registered with the Commission pursuant to Registration Statement No.
33-2887 and Registration Statement No. 33-1464 prior to the adoption of
these resolution and unissued and unsold at the time of the adoption of
these resolutions (such Securities and such Debt Securities registered on
Registration Statement No. 33-2887 and Registration Statement No. 33-1464
pursuant to the provisions of the Act prior to the adoption of these
resolutions are hereinafter collectively called "Underwritten Debt
Securities") with such maturity dates, in such relative principal amounts,
in such currencies, at such interest rates (either on a fixed or floating
basis) or original issue discounts, as applicable, and upon such additional
terms and conditions (including, without limitation, provisions for
subordination) 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 of the Underwritten Debt
Securities, including, without limitation, the respective maturity dates,
the relative principal amounts, the respective currencies, the stated rates
of interest (either on a fixed or floating basis) to be borne by, or the
original issue discounts applicable to, the Underwritten Debt Securities,
any provisions for subordination of the Underwritten Debt Securities, the
terms and the price or prices for any pre-payment or redemption of the
Underwritten Debt Securities pursuant to a sinking fund or otherwise, and
the purchase prices to be paid by the several underwriters or any firm,
institution, partnership or other person purchasing the Underwritten Debt
Securities, or either of them, pursuant to a Purchase Agreement (as
hereinafter defined).
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be
appropriate covering (a) the Underwritten Debt Securities or (b) the
Underwritten Debt Securities together with Agency Notes (as such term is
defined in these resolutions under the caption "Public Offering of Notes
Sold Through Sales Agents"), including prospectuses, exhibits and other
documents, to be filed with the Commission for the purpose of registering
(i) the offer and sale of the Underwritten Debt Securities or (ii) the
offer and sale of the Underwritten Debt Securities together with Agency
Notes 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
<PAGE> 3
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 appro-
priate 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, other than changes and
additions of a type authorized under these resolutions to be approved by
officers of the Company as provided in the immediately preceding
resolution, 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 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 Registration Statement (including Registration Statement No. 33-2887
for any purpose, including, without limitation, the purpose of permitting
the issuance of the Debt Securities registered thereunder in any foreign
currency and/or providing for the issuance of any type of security included
in the definition of "Security" as defined in the first resolution set
forth above), 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, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the
Company, 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
<PAGE> 4
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 W. E. Odom, J. D. Bringard, H. D. Smith, W. O.
Staehlin, D. M. Brandi, R. P. Conrad, L. J. Ghilardi and S. P. Thomas, and
each of them, severally, his 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 the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Controller, the Vice President-Treasurer, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
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
Underwritten Debt 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 Ford Motor Credit Company hereby designates Goldman,
Sachs & Co., a licensed California broker-dealer, or any other licensed
California broker-dealer designated by the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Vice President-Treasurer, the
Treasurer and any Assistant Treasurer, and each of them, its attorney-in-
fact for the purpose of executing and filing one or more applications and
<PAGE> 5
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 Underwritten Debt Securities (whether
or not subordinated) for offering and sale in the State of California.
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 corporation, upon whom all process of
law against this corporation 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 corporation 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 corporation and shall be of the same force and validity as if
served upon this corporation; and that all process served upon the said
Securities Commissioner shall be and have the same effect as if this
corporation 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 corporation 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 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 its 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 appropriate officers of the Company, and each of
them, be and hereby are authorized on behalf of the Company to take such
action as such officers, or any of them, may deem necessary, appropriate or
desirable to make application for the listing on the New York Stock
Exchange or any other Stock Exchange of the Underwritten Debt Securities
and that the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Controller, the Treasurer and any Assistant Treasurer, and
each of them, be and hereby are designated a representative of the Company
to appear before the Corporate Services Division of any such Exchange and
take all such other steps as such persons, or any of them, may deem
necessary, appropriate or desirable to effect such listing.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Controller, the Treasurer and any Assistant
<PAGE> 6
Treasurer, and each of them, be and hereby are authorized to execute and
file with the Commission and the New York Stock Exchange, Inc., or any
other Stock Exchange in the name and on behalf of the Company, one or more
Registration Statements, on Form 8-A or such other form as may be
appropriate, including any and all exhibits and other documents relating
thereto, for the registration under the Securities Exchange Act of 1934 of
the Underwritten Debt Securities and any and all amendments to such
Registration Statements, in such forms as the person or persons executing
the same may deem necessary, appropriate or desirable, as conclusively
evidenced by his or their execution thereof.
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other Stock Exchange, for the
listing on such Exchange of the Underwritten Debt Securities, the Company
enter into an agreement providing for the indemnification by the Company of
the New York Stock Exchange, Inc., or any other Stock Exchange, its
governors, officers, employees and its subsidiary companies and innocent
purchasers for value of the Underwritten Debt Securities or any one or more
of them, as the case may be, from and against losses, liabilities, claims,
damages or accidents in connection with the use of facsimile signatures on
the Underwritten Debt Securities; and that the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Controller, the Treasurer and
any Assistant Treasurer, and each of them, be and hereby are authorized in
the name and on behalf of the Company and under its corporate seal to
execute and deliver to the New York Stock Exchange, Inc., or any other
Stock Exchange, the aforesaid indemnification agreement in such form as the
person or persons executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That the Company enter into one or more indentures and
supplements thereto, each with a bank or trust company as Trustee (the
"Indentures"), providing for the issuance of the Underwritten Debt
Securities and that the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized, in the name and on behalf of the
Company, (i) to select such trustee or trustees and (ii) to execute,
acknowledge and deliver the Indentures and supplements thereto, under the
seal of the Company, attested by the Secretary or any Assistant Secretary,
containing such terms and provisions as the officer or officers executing
such Indentures or supplements thereto may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, that the execution by the Company of the Indenture dated as
of August 1, 1984 with The Chase Manhattan Bank (National Association) the
"Chase Indenture") and the Indenture dated as of February 1, 1985 with
Manufacturers Hanover Trust Company (the "Manufacturers Indenture"), and
the terms and provisions of each such Indenture and the appointment by the
Company of the Trustee under each such Indenture, are hereby approved,
ratified and confirmed.
<PAGE> 7
RESOLVED, that the Company enter into one or more indentures
supplemental to the Chase Indenture and/or the Manufacturers Indenture and that
the Chairman of the Board of Directors, the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the Vice
President-Finance, the Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to (i) determine the
terms and provisions of any such supplemental indenture, (ii) select any bank
or trust company to act as trustee in addition to or in place of either The
Chase Manhattan Bank (National Association) under the Chase Indenture or
Manufacturers Hanover Trust Company, under the Manufacturers Indenture, as the
case may be, and (iii) execute, acknowledge and deliver any indenture
supplemental to either the Chase Indenture and/or the Manufacturer Indenture,
as the case may be, under the seal of the Company attested by the Secretary or
any Assistant Secretary, containing such terms and provisions as the officer or
officers executing any such supplemental indenture may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President or any Vice President and the Treasurer or the
Secretary, be and hereby are 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) Underwritten Debt Securities
(and, in addition, Underwritten Debt Securities to replace any of the
Underwritten Debt Securities which are lost, stolen, mutilated or destroyed and
Underwritten Debt Securities required for exchange, substitution or transfer,
all as provided in the respective Indentures, the Chase Indenture and/or the
Manufacturers Indenture or supplements thereto) in fully registered form in
substantially the forms of Underwritten Debt Securities to be set forth in the
respective Indentures, the Chase Indenture and/or the Manufacturers Indenture
or supplements thereto, with such changes therein and additions thereto as the
officer or officers executing the Underwritten Debt Securities may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, the Executive Vice President-Finance, the
Treasurer, any Assistant Treasurer, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized to appoint one or
more paying agents, registrars, transfer agents, warrant 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 Indentures, the Chase Indenture and/or the
Manufacturers Indenture, supplements thereto or the Underwritten Debt
Securities 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 enter into one or more underwriting
agreements, including pricing agreements pursuant thereto and pricing
<PAGE> 8
agreements pursuant to the Underwriting Agreement dated November 15, 1985
(the "November Agreement") and the Underwriting Agreement dated January 30,
1986 (the "January Agreement"), each between the Company and Goldman Sachs
& Co., with Goldman, Sachs & Co., or any firm, institution or partnership
acting on behalf of themselves or itself and the several underwriters (such
underwriting agreements and the November Agreement and the January
Agreement, are herein collectively called the "Underwriting Agreements"),
providing for the sale of the Underwritten Debt Securities and that, when
such Underwriting Agreements or pricing agreements pursuant thereto, or any
of them, have been completed to set forth the prices at and terms and
conditions upon which the Underwritten Debt 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, the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be
and hereby are authorized to execute and deliver, in the name and on behalf
of the Company, the respective Underwriting Agreements and pricing
agreements pursuant thereto, 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 execution by the Company of the November Agreement
and the January Agreement, and the terms and provisions of each, are hereby
approved, ratified and confirmed.
RESOLVED, That the Company enter into one or more delayed delivery
contracts ("Delayed Delivery Contracts") between the Company and
institutional or other investors providing for the sale of Underwritten
Debt Securities at any time, and that, when such Delayed Delivery Contracts
have been completed to set forth the respective prices, terms and
conditions on which the Underwritten Debt Securities are to be sold, the
Chairman of the Board of Directors, the President, any Executive Vice
President, the Vice President-Finance, the Vice President-Legal, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized to execute and
deliver in the name and on behalf of the Company one or more Delayed
Delivery Contracts, with such changes therein and additions thereto 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 enter into one or more Purchase Agreements
or other Agreements (the "Purchase Agreements") with any firm, institution,
partnership or other person, including securities brokers and dealers,
relating to the sale and distribution of Underwritten Debt Securities and
that, when such Purchase Agreements, or any of them, have been completed to
set forth the terms and conditions upon which the Underwritten Debt
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
<PAGE> 9
Vice President-Finance and the Treasurer, the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are 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 Chairman of the Board of Directors, the President,
any Executive Vice President, the Executive Vice President-Finance, the
Treasurer, any Assistant Treasurer and each of them, be and hereby are
authorized in the name and on behalf of the Company to purchase, or arrange
for the purchase of, Underwritten Debt Securities in connection with any
sinking fund under the provisions of any of the Indentures, the Chase
Indenture, the Manufacturers Indenture or supplements thereto.
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 exercise its rights and to perform its obligations
under the Indentures, the Chase Indenture, the Manufacturers Indenture or
supplements thereto, the Underwriting Agreements and pricing agreements
pursuant thereto, the Delayed Delivery Contracts and the Purchase
Agreements, or otherwise carry out the purposes and intents of each and all
of the foregoing resolutions.
Resolutions
Private Placement of Senior and Subordinated Debt
RESOLVED, That the Company issue and sell during any calendar year,
commencing with calendar year 1986, in one or more private offerings, in an
aggregate principal amount not to exceed U.S. $16,000,000,000, debt
securities, consisting of notes, debentures, warrants or other securities
or any combination thereof ("Private Securities"), denominated in U.S.
dollars or any foreign currency or currencies, or combination thereof, with
such maturity date or dates, in such relative principal amounts, at such
interest rates (either on a fixed or floating basis) or original issue
discounts, as applicable, and upon such additional terms and conditions
(including, without limitation, provisions for subordination) 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 deter-
mine the terms of the Private Securities, including, without limitation,
the maturity date or dates, the relative principal amounts, the relative
currency or currencies, the stated rate or rates of interest (either on a
fixed or floating basis) to be borne by, or original issue discounts
applicable to, the Private Securities, the terms and the price or prices
<PAGE> 10
for any prepayment or redemption of the Private Securities, pursuant to a
sinking fund or otherwise, any provisions for subordination of the Private
Securities, and the purchase prices to be paid by the purchasers of the
Private Securities; and to embody such determinations in the Private
Securities, one or more note agreements or loan agreements or in any other
agreement, instrument or document, as such officers shall determine.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer any
Assistant Treasurer, the Controller, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized in the name and
on behalf of the Company to execute and deliver such Private Securities,
note agreements, loan agreements, or other agreements or instruments and
documents as may be approved pursuant to the next preceding resolution.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer any
Assistant Treasurer, the Controller, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized in the name and
on behalf of the Company to take any action (including, without limitation,
the payment of expenses) and to execute and deliver any and all
certificates, instruments and documents (under the corporate seal of the
Company or otherwise) as such officer or officers may deem necessary,
appropriate or desirable in order to carry out the purposes and intents of
the foregoing resolutions.
Resolutions
Public Offering of Notes Sold Through Sales Agents
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1986, to register with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies, consisting of
notes, debentures, warrants, guarantees or other securities, or any
combination thereof ("Securities"), in an aggregate principal amount not to
exceed U.S. $16,000,000,000 and (ii) is authorized to issue and sell
directly or through sales agents at any time (a) in one or more public
offerings, such Securities and (b) all of the Company's Floating Rate
Notes, Medium-Term Notes Due from 9 Months to 5 Years from Date of Issue
and Notes registered with the Commission pursuant to Registration Statement
Nos. 2-82744, 33-2888, 2-91104 and 2-94883, respectively, prior to the
adoption of these resolutions and unissued and unsold at the time of the
adoption of these resolutions (such Securities and such Floating Rate
Notes, such Medium-Term Notes Due from 9 Months to 5 Years from Date of
Issue and such Notes registered prior to the adoption of these resolutions
are hereinafter collectively called "Agency Notes") having various
maturities, with such maturity dates, in such relative principal amounts,
in such currencies, at such interest rates (either on a fixed or floating
basis) or original issue discounts, as applicable, and upon such additional
terms and conditions and with such other changes thereto as may be fixed
from time to time by any two of the Chairman of the Board of Directors, the
<PAGE> 11
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 of the Agency Notes, including, without
limitation, the respective maturity dates, the relative principal amounts,
the relative currency or currencies and the stated rates of interest
(either on a fixed or floating basis) to be borne by, or original issue
discounts applicable to, the Agency Notes.
RESOLVED, That the preparation of one or more Registration Statements
on Form S-3 or such other form as may be appropriate covering (a) such Agency
Notes or (b) such Agency Notes together with Underwritten Debt Securities (as
such term is defined in these resolutions under the caption "Public Offering of
Senior and Subordinated Debt"), including prospectuses, exhibits and other
documents, to be filed with the Commission for the purpose of registering the
offer and sale of (i) such Agency Notes or (ii) such Agency Notes together with
Underwritten Debt Securities under the Act, be and it hereby is in all respects
approved; that the directors and appropriate officers of the Company 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, 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 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 any 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, other than changes and additions of a type authorized under these
resolutions to be approved by an officer of the Company, 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 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 Registration Statement (including Registration Statement Nos.
2-82744, 33-2888, 2-91104 and 2-94883) relating to any of the Agency Notes,
including amendments to the prospectus and the addition or amendment of
exhibits and other documents relating thereto or required by law or
<PAGE> 12
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, other than changes and additions of a type authorized
under these resolutions to be approved by an officer of the Company, 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 W. E. Odom, J. D. Bringard, H. D. Smith, W. O.
Staehlin, D. M. Brandi, R. P. Conrad, L. J. Ghilardi and S. P. Thomas, and
each of them, severally, his true and lawful attorney or attorneys to sign in
his name, place and stead in any such capacity 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 the appropriate officers of the Company be and hereby
are authorized and empowered, in the name and on behalf of the Company, to
take any and all action which they may deem necessary or advisable in order
to effect the registration or qualification (or exemption therefrom) of the
Company's Agency Notes for issue, offer, sale or trade under the Blue Sky
or securities laws of any of the States of the United States of America, to
effect the registration or licensing (or exemption therefrom) of the
Company as a dealer or broker in securities under such laws, to effect the
registration or licensing of appropriate employees as salesmen or agents
under such laws, and in connection therewith to execute, acknowledge,
verify, deliver, file or cause to be published any application, reports,
consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required
under such laws, and to take any and all further action which they, or any
<PAGE> 13
of them, may deem necessary or advisable in order to maintain any such
registration or qualification or license for as long as they, or any of
them, deem necessary or as required by law.
RESOLVED, That this corporation hereby appoints the Bank Commissioner
of the State of Maine, or his successor in office, to be its true and
lawful attorney, in and for said State, upon whom all lawful processes in
any action or proceeding against this corporation in said State based upon
or arising in connection with any sale of, attempt to sell, or advertising
of securities in said State or any violation of any act or statute
regulating the business of dealing in securities, may be served in like
manner and with the same effect as if this corporation existed therein, and
this corporation hereby stipulates and agrees that any lawful process
against it, as aforesaid, which is served on its said Attorney, shall be of
the same legal force and validity, as if served on this corporation.
This power of attorney shall be irrevocable, and the Secretary is
hereby authorized to execute in the name of the corporation a certificate
or authority or power of attorney to the said Bank Commissioner in
conformity with this resolution, and the laws of said State of Maine.
Ford Motor Credit Company hereby designates Goldman, Sachs & Co., a
licensed California broker-dealer, or any other licensed California broker-
dealer designated by the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, its attorney-in-fact for the purpose of executing and filing an
application 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 Agency Notes of the Company for
offering and sale in the State of California.
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 corporation, upon whom all process of
law against this corporation 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 corporation 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 corporation and shall be of the same force and validity as if
served upon this corporation, and that all process served upon the said
Securities Commissioner shall be and have the same effect as if this
corporation were organized and created under the laws of the State of Texas
and had been lawfully served with process therein; and
<PAGE> 14
BE IT FURTHER RESOLVED that the corporation 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 it is desirable and in the best interest of the Company
that its securities be qualified or registered for sale in various states;
that the Chairman of the Board of Directors, the President, any Vice
President or the Treasurer and the Secretary or an Assistant Secretary
hereby are authorized to determine the states in which appropriate action
shall be taken to qualify or register for sale all or such part of the
securities of the Company as said officers may deem advisable; that said
officers are hereby authorized 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 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 the Company and the approval and ratification by
the Company of the papers and documents so executed and the action so
taken.
RESOLVED, That any and all haec verba resolutions appointing, or
authorizing the proper officers of the Company to appoint, governmental
agencies or officials as agents for service of process which may be
required by the Blue Sky or securities laws of any State in which the
Company intends to offer to sell its 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 enter into (a) one or more indentures, each
with a bank or trust company as trustee (the "Indentures") and supplements
thereto, and (b) one or more supplemental indentures with Manufacturers
Hanover Trust Company, as Trustee (the "Supplemental Indentures")
supplementing the Indenture dated as of March 15, 1973, as supplemented,
the Indenture dated as of December 15, 1982, as supplemented, and/or the
Indenture dated as of May 1, 1984, as supplemented (the "Original
Indentures"), each between the Company and Manufacturers Hanover Trust
Company, as Trustee, providing for the issuance of the Agency Notes, and
that the Chairman of the Board of Directors, the President, any Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer and any Assistant Treasurer, and each of them, be and hereby
are authorized, in the name and on behalf of the Company, (i) to select
such trustee or trustees and (ii) to execute, acknowledge and deliver the
Indentures and supplements thereto, and the Supplemental Indentures, under
the seal of the Company, attested by the Secretary or an Assistant
Secretary, containing such terms and provisions as the officer or officers
<PAGE> 15
executing the Indentures, supplements thereto or Supplemental Indentures
may deem necessary, appropriate or desirable, as conclusively evidenced by
his or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President or any Vice President, and the Treasurer or
the Secretary be and hereby are 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) Agency Notes (and, in
addition, Agency Notes to replace any of the Agency Notes which are lost,
stolen, mutilated or destroyed and Agency Notes required for exchange,
substitution or transfer, all as provided in the Indentures, supplements
thereto, the Original Indentures and the Supplemental Indentures) in fully
registered or bearer form in substantially the form of Agency Note as set
forth in the Indentures, supplements thereto, the Original Indentures or
any Supplemental Indenture, as the case may be, with such changes therein
and additions thereto as the officer or officers executing the Agency Notes
may deem necessary, appropriate or desirable, as conclusively evidenced by
his or their execution thereof; provided, however, that any Agency Note
which bears the facsimile signature of any person who at any time prior to
or on or after the date hereof held any such office shall be valid and
binding on the Company with the same force and effect as if such person
held such office on the date hereof and on the date of delivery of such
Agency Note.
RESOLVED, That (a), with respect to Agency Notes issued pursuant to the
Original Indentures and the Supplemental Indentures, Manufacturers Hanover
Trust Company be and hereby is appointed Issuing Agent for the purpose of
issuing, authenticating and delivering such Agency Notes, and cancelling
and destroying such Agency Notes, in accordance with the provisions of the
Original Indentures and the Supplemental Indentures in the form in which
they shall be executed and delivered and (b), with respect to Agency Notes
issued pursuant to any Indenture or supplement thereto, the bank or trust
company designated by the appropriate officers of the Company as trustee
under any such Indenture or supplement thereto be, and hereby is, appointed
Issuing Agent for the purpose of issuing, authenticating and delivering
such Agency Notes, and cancelling and destroying such Agency Notes, in
accordance with the provisions of any Indenture or supplements thereto in
the form in which they shall be executed and delivered; provided, however,
that the Company may at any time elect to act as its own Issuing Agent or
appoint additional or substitute Issuing Agents.
RESOLVED, That (a), with respect to Agency Notes issued pursuant to the
Original Indentures and the Supplemental Indentures, Manufacturers Hanover
Trust Company be and hereby is appointed Paying Agent for the purpose of
payment of principal and interest with respect to such Agency Notes in
accordance with the provisions of the Original Indentures and the Supplemental
Indentures and such Agency Notes in the forms in which they shall be executed
and delivered pursuant to the foregoing resolutions and (b), with respect to
Agency Notes issued pursuant to any Indenture or supplements thereto, the bank
or trust company designated by the appropriate officers of the Company as
trustee under any such Indenture or
<PAGE> 16
supplement thereto be, and hereby is, appointed Paying Agent for the
purpose of payment of principal and interest with respect to such Agency
Notes in accordance with the provisions of any such Indenture and
supplements thereto and such Agency Notes 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 as its own Paying
Agent or appoint additional or substitute Paying Agents.
RESOLVED, That (a), with respect to Agency Notes issued pursuant to the
Original Indentures and Supplemental Indentures, Manufacturers Hanover Trust
Company be and hereby is appointed Registrar for the purpose of registration,
exchange or registration of transfer of such Agency Notes, in accordance with
the provisions of the Original Indentures and the Supplemental Indentures in
the form in which they shall be executed and delivered and, (b) with respect to
registered Agency Notes issued pursuant to any Indenture or supplements
thereto, the bank or trust company designated by the appropriate officers of
the Company as trustee under any such Indenture or supplements thereto be, and
hereby is, appointed Registrar for the purpose of registration, exchange or
registration of transfer of such Agency Notes, in accordance with the
provisions of any Indenture or supplements thereto in the form in which they
shall be executed and delivered; provided, however, that the Company may at any
time elect to act as its own Registrar or appoint additional or substitute
Registrars.
RESOLVED, That the Company enter into one or more Sales Agency
Agreements, Purchase Agreements and other Agreements relating to the sale and
distribution of the Agency Notes with Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), and any other persons,
including securities brokers and dealers ("Other Persons"), and each of them,
providing for the sale of the Agency Notes by Goldman, Sachs & Co., Merrill
Lynch and any Other Person, and each of them, on a "best efforts" basis, and/or
for the purchase from time to time by Goldman, Sachs & Co., Merrill Lynch and
any Other Person, and each of them, of Agency Notes, as principal, and that the
Chairman of the Board of Directors, the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to execute and deliver, in the name and on behalf of the Company,
such Sales Agency Agreements, Purchase Agreements and other Agreements with
Goldman, Sachs & Co., Merrill Lynch and any Other Person, and each of them,
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 appointment
of Issuing Agents, Paying Agents and Registrars and the payment of expenses),
and to execute (by manual or facsimile signature) and deliver any and all
agreements, letters, documents or other writings, that such officer or officers
may deem necessary, appropriate or desirable in order
<PAGE> 17
to enable the Company fully to exercise its rights and to perform its
obligations under the Indentures, supplements thereto, the Original Indentures
and the Supplemental Indentures and the Sales Agency Agreements and the
Purchase Agreements and any other Agreement, to effectuate the issuance and
sale of the Agency Notes and to carry out the purposes and intents of each and
all of the foregoing resolutions.
Resolutions
Public Offering and Private Placement of
Securities Denominated in U.S. Dollars and
Foreign Currencies in Foreign Markets
RESOLVED, That the Company is authorized during any calendar year,
commencing with calendar year 1986, to issue and sell at any time outside the
United States, in one or more public or private offerings through underwriters,
sales agents or otherwise, debt securities denominated in U.S. dollars or any
foreign currency, consisting of warrants, notes, debentures or any other
securities, or any combination thereof ("Foreign Securities") in an aggregate
principal amount not to exceed U.S. $16,000,000,000, in such relative principal
amounts, with such maturity date or dates, at such interest rate or rates and
upon such additional 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, the Vice President-Treasurer and the Treasurer and that any
two of the Chairman of the Board of Directors, the President, the Executive
Vice President-Finance, the Vice President-Treasurer and the Treasurer be and
hereby are authorized to determine the terms of the Foreign Securities,
including, without limitation, the relative principal amounts, the relative
currencies, the maturity date or dates, the stated rate or rates of interest
(either on a fixed or floating basis) to be borne by, or the original issue
discounts applicable to, the Foreign Securities, the price or prices for any
prepayment or redemption of the Foreign Securities, pursuant to a sinking fund
or otherwise, and the purchase prices to be paid by the underwriters or other
purchasers of the Foreign Securities; and to embody such determinations in the
Foreign Securities, one or more Note Agreements, Indentures, Fiscal Agency
Agreements, Paying Agency Agreements, Warrant Agreements or Underwriting
Agreements, Sales Agency Agreements or in any other agreement, instrument or
document, as any such officer shall determine.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary, and each of them, be and
hereby are authorized, in the name and on behalf of the Company (i) to select
all Fiscal Agents, Paying Agents and Warrant Agents and/or other agents and
(ii) to execute and deliver (and to take such action as any officer so
executing deems necessary, appropriate or desirable in connection with) such
Foreign Securities, Note Agreements, Indentures, Fiscal Agency Agreements,
Paying Agency Agreements, Warrant Agreements or Underwriting Agreements or
other agreements or instruments and documents authorized pursuant to the
preceding resolutions and that any such Foreign Securities, Note Agreements,
Indentures, Fiscal Agency
<PAGE> 18
Agreements, Paying Agency Agreements, Warrant Agreements Underwriting
Agreements, Sales Agency Agreements and other agreements and documents so
executed and delivered are hereby approved.
RESOLVED, That the Trustees, Fiscal Agents, Paying Agents, Warrant
Agents, Underwriters and other parties to all other agreements executed and
delivered pursuant to the next preceding resolution are hereby approved.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized in the name and on behalf of the Company to
take such action as they or any of them deem necessary, appropriate or
desirable to make application for the listing of Foreign Securities on the
Luxembourg Stock Exchange or any other stock exchange, and that the Chairman of
the Board of Directors, the President, any Executive Vice President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer and any
Assistant Secretary, and each of them, be and hereby are designated
representatives of the Company to appear before the Luxembourg Stock Exchange
or any other stock exchange and other offices in connection with such listing
and to take or cause to be taken any and all steps as they or any of them deem
necessary, appropriate or desirable to effect such listing and to delegate to
any person any or all of the powers hereby authorized to be exercised by such
officer in connection with the application for such listing.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary of the Company, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take such action, and to execute and deliver any and all agreements,
instruments or documents, as they or any of them deem necessary, appropriate or
desirable to provide for the purchase or availability of foreign currencies in
amounts sufficient to fulfill the obligations of the Company for payment of
principal and interest with respect to the Foreign Securities.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary of the Company, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take any action (including, without limitation, the payment of expenses) and
to execute and deliver any and all certificates, instruments and documents
(under the corporate seal of the Company or otherwise) as such officer or
officers may deem necessary, appropriate or desirable in order to carry out the
purposes and intents of the foregoing resolutions.
<PAGE> 19
Resolutions
Additional Provisions
Overall Limitation on Indebtedness
RESOLVED, That, notwithstanding the provisions of the preceding
resolutions relating to Underwritten Debt Securities, Private Securities,
Agency Notes (other than Agency Notes (i) registered with the Securities and
Exchange Commission (the "Commission") prior to the adoption of these
resolutions and (ii), with respect to any calendar year, registered with the
Commission during any preceding calendar year) and Foreign Securities (such
securities, which are defined in the preceding resolutions under the captions
"Public Offering of Senior and Subordinated Debt", "Private Placement of Senior
and Subordinated Debt", "Public Offering of Notes Sold Through Sales Agents"
and "Public Offering and Private Placement of Securities Denominated in U.S.
Dollars and Foreign Currencies in Foreign Markets", respectively, are, for the
purpose of this resolution, hereinafter collectively called the "Debt
Securities"): (a) (i) the aggregate principal amount of Debt Securities issued
and sold pursuant to such resolutions during any calendar year, commencing with
calendar year 1986, shall not exceed the equivalent of U. S.16,000,000,000;
provided, however, that the aggregate amount of each offering of Agency Notes
shall be deemed to have been issued and sold at the time the prospectus
relating to such offering shall have been first filed with the Commission
pursuant to Rule 424 under the Securities Act of 1933, as amended; and,
provided, further, that, notwithstanding such limitation on the aggregate
principal amount of Debt Securities which may be issued and sold during any
calendar year, all Agency Notes authorized for issuance and sale under the
preceding resolutions captioned "Public Offering of Notes Sold Through Sales
Agents" and registered with the Commission on or after the adoption of these
resolutions hereby are authorized for issuance and sale by the Company at any
time; (ii) with respect to any Debt Securities for issuance and sale at a
discount from the face amount thereof, the aggregate principal amount thereof
for purposes of these resolutions shall be deemed to be the aggregate principal
amount at which such Debt Securities are initially offered to the public and
not the aggregate principal amount thereof at stated maturity; and (iii) with
respect to any issuance of warrants, whether issued with or without other Debt
Securities ("Related Debt Securities"), entitling the purchasers thereof to
purchase Debt Securities in addition to any Related Debt Securities, (A) the
aggregate principal amount of Debt Securities which shall be deemed to have
been issued and sold for purposes of this resolution shall be the sum of (1)
the aggregate principal amount of Debt Securities which are issuable upon
exercise of all such warrants and (2) if Related Debt Securities are issued
with such warrants, the aggregate principal amount of such Related Debt
Securities and (B) the Debt Securities issuable upon exercise of all such
warrants shall, for purposes of this resolution, be deemed to have been issued
and sold at the time of the issuance and sale of such warrants; (b) the
aggregate principal amount of Debt Securities which may be registered with the
Commission pursuant to such resolutions during the Authorized Period shall not
exceed U.S. $16,000,000,000; and (c) the authority to issue and sell Debt
Securities granted pursuant to the foregoing resolutions shall be
<PAGE> 20
in addition to, and not in limitation of, authority previously delegated to
officers of the Company at the meeting of the Board of Directors of the Company
held on April 6, 1978.
Annual Report
RESOLVED, That, each year, the Chairman of the Board of Directors, the
President or the Treasurer shall submit, or cause to be submitted, to the Board
of Directors at its annual meeting, a report showing borrowings effected by the
Company during the previous year, borrowings of the Company outstanding as of
the end of the previous year and term-debt placements contemplated by the
Company for the current year.
<PAGE> 21
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED
DEBENTURES, NOTES SOLD THROUGH SALES AGENTS,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND
SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D. Smith, W. O.
Staehlin, 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 MOTOR
CREDIT COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or
by attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY 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 MOTOR
CREDIT COMPANY authorized at a meeting of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993 including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY 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.
<PAGE> 22
IN WITNESS WHEREOF, the undersigned has signed his name hereto
as of the 26th day of August, 1994.
/s/ John G. Clissold /s/ William E. Odom
____________________________ _________________________
(J. G. Clissold) (William E. Odom)
/s/ K.J. Coates /s/ Robert D. Warner
____________________________ __________________________
(Kenneth J. Coates) (Robert D. Warner)
/s/ Edsel B. Ford II /s/ Kenneth Whipple
____________________________ __________________________
(Edsel B. Ford II) (Kenneth Whipple)
/s/ Gregory C. Smith /s/ Terrence F. Marrs
_____________________________ __________________________
(Gregory C. Smith) (Terrence F. Marrs)
/s/ David N. McCammon
____________________________
(David N. McCammon)
