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REGISTRATION STATEMENT NO.
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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>
- -------------------------------------
Debt Securities...................... $1,000,000 100 %* $1,000,000* $303.03
</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 , 199
FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
Ford Credit, in November 1997, registered with the Securities and Exchange
Commission $ 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 accompanying this Prospectus sets forth, with respect to
the particular series of Debt Securities for which this Prospectus and the
Prospectus 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 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 will be 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 , 199 .
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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 CITICORP 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. THE COMMISSION MAINTAINS A WEB SITE
THAT CONTAINS REPORTS, PROXY AND INFORMATION STATEMENTS AND OTHER INFORMATION
REGARDING FORD AND FORD CREDIT (HTTP://WWW.SEC.GOV). 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,
AND, WITH RESPECT TO FORD CREDIT, ALSO AT THE OFFICES OF THE AMERICAN STOCK
EXCHANGE, INC., 86 TRINITY PLACE, NEW YORK, NEW YORK 10006, ON WHICH CERTAIN OF
FORD CREDIT'S DEBT SECURITIES ARE LISTED.
Ford Credit has filed with the Commission a Registration Statement under
the Securities Act with respect to the Debt Securities offered hereby. This
Prospectus, the Prospectus Supplement and any Pricing 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,
1996 (the "1996 10-K Report"), Ford Credit's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997 (the "First Quarter 10-Q Report"), June 30,
1997 (the "Second Quarter 10-Q Report") and September 30, 1997 (the "Third
Quarter 10-Q Report"), and Ford Credit's Current Reports on Form 8-K dated
January 29, 1997, February 12, 1997, February 19, 1997, February 26, 1997, April
18, 1997, June 9, 1997, July 16, 1997, September 8, 1997, October 8, 1997,
October 9, 1997 and October 11, 1997 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 (i) after the date of the
initial Registration Statement and prior to the effective date of the
Registration Statement and (ii) 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 documents. Such reports include, and such documents may
include, information concerning Ford, as well as Ford Credit.
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INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is an indirect
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 and its subsidiaries provide wholesale financing and capital
loans to Ford Motor Company retail dealerships and associated non-Ford
dealerships throughout the world, most of which are privately owned and
financed, and purchase 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 dealerships. In addition, subsidiaries of Ford
Credit provide these financing services in the United States, Europe, Canada and
Australia to non-Ford dealerships. A substantial majority of all new vehicles
financed by Ford Credit are manufactured by Ford and its affiliates. Ford Credit
also provides retail financing for used vehicles built by Ford and other
manufacturers. In addition to vehicle financing, Ford Credit makes loans to
affiliates of Ford and finances certain receivables of Ford and its
subsidiaries.
Ford Credit's insurance operations are conducted by The American Road
Insurance Company and its subsidiaries in the United States and Canada and
consist of extended service plan contracts for new and used vehicles
manufactured by affiliated and nonaffiliated companies, primarily originating
from Ford dealers, physical damage insurance covering vehicles and equipment
financed at wholesale by Ford Credit, and the reinsurance of credit life and
credit disability insurance for retail purchasers of vehicles and equipment.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121, United States of America. The telephone number
of such offices is (313) 322-3000.
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INFORMATION CONCERNING FORD
Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the world's
largest producer of trucks and the second largest producer of cars and trucks
combined. Ford also is one of the largest providers of financial services
worldwide.
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. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
The primary activities of the Financial Services segment consist of
financing operations, vehicle and equipment leasing and rental operations, and
insurance operations. These activities primarily are conducted through the
following subsidiaries: Ford Credit, Associates First Capital Corporation ("The
Associates") and The Hertz Corporation.
On October 8, 1997, Ford announced its plan to "spin off" or distribute its
80.7% interest in The Associates to Ford Common and Class B stockholders. The
spin-off is subject to the receipt of a ruling from the U.S. Internal Revenue
Service that the transaction will be tax-free to Ford and its stockholders. The
ruling process is expected to take several months. Upon receipt of a favorable
ruling, Ford plans to distribute its 279.5 million shares of The Associates to
Ford stockholders in proportion to their ownership of Common and Class B stock.
In 1996 and in first nine months 1997, The Associates contributed 16.8% and
11.9%, respectively, to Ford's consolidated earnings. Generally, the earnings of
The Associates have been retained by The Associates to fund its growth.
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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 August 1, 1994, as supplemented from time to time (the
"Indenture"), between Ford Credit and First Union National Bank ("First Union"),
Trustee. The term "Trustee", as used herein, shall mean First Union 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 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 the Prospectus 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 $ 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 Indenture
Securities is that, in that event, those Indenture Securities (whether of one or
more than
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one series) for which each Trustee is acting would be treated as if issued under
a separate indenture.
The Prospectus Supplement which accompanies 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 issuable as a Global Security;
and (14) any other term or provision relating to such Debt Securities which is
not inconsistent with the provisions of the Indenture.
One or more series of 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 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).
Except as otherwise provided in the Prospectus Supplement, principal,
premium, if any, and interest, if any, will be payable at an office or agency to
be maintained by Ford Credit in New York City, except that at the option of Ford
Credit interest may be paid by check mailed to the person entitled thereto.
(Form of Security and Sections 10.01 and 10.02).
Except as otherwise provided in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form without coupons and may
be presented for registration of transfer or exchange at the corporate trust
office of the Trustee. No service charge will be made for any transfer 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).
BOOK-ENTRY, DELIVERY AND FORM
Unless otherwise specified in the applicable Prospectus Supplement, each
series of Debt Securities will be issued in the form of one or more fully
registered Global Notes (the "Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depository")
and registered in the name of Cede & Co., the Depository's nominee. Except as
set forth below, the Global Notes may be transferred, in whole and not in part,
only to another nominee of the Depository or to a successor of the Depository or
its nominee.
The Depository has advised as follows: It is a limited-purpose trust
company which holds securities for its participating organizations (the
"Participants") and facilitates the settlement among Participants of securities
transactions in such securities through electronic book-entry changes in its
Participants' accounts. Participants include securities brokers and dealers
(including certain of the underwriters or agents), banks and trust companies,
clearing corporations and certain other organizations. Access to the
Depository's system is also available to others such as banks,
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brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own securities
held by the Depository only through Participants or indirect participants.
The Depository advises that its established procedures provide that (i)
upon issuance of the Debt Securities by Ford Credit the Depository will credit
the accounts of Participants designated by the underwriters or agents with the
principal amounts of the Debt Securities purchased by the underwriters or
through the agents, and (ii) ownership of interests in the Global Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository, the Participants and the indirect
participants. The laws of some states may require that certain persons take
physical delivery in definitive form of securities which they own. Consequently,
the ability to transfer beneficial interests in the Global Notes is limited to
such extent.
So long as a nominee of the Depository is the registered owner of the
Global Notes, such nominee for all purposes will be considered the sole owner or
holder of such Debt Securities under the Indenture. Except as provided below or
in the Prospectus Supplement, owners of beneficial interests in the Global Notes
will not be entitled to have Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities in
definitive form, and will not be considered the owners or holders thereof under
the Indenture.
Neither Ford Credit, the Trustee, any Paying Agent nor the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Principal and interest payments on the Debt Securities registered in the
name of the Depository's nominee will be made by the Trustee to the Depository.
Under the terms of the Indenture, Ford Credit and the Trustee will treat the
persons in whose names the Debt Securities are registered as the owners of such
Debt Securities for the purpose of receiving payment of principal and interest
on the Debt Securities and for all other purposes whatsoever. Therefore, neither
Ford Credit, the Trustee nor any Paying Agent has any direct responsibility or
liability for the payment of principal or interest on the Debt Securities to
owners of beneficial interests in the Global Notes. The Depository has advised
Ford Credit and the Trustee that its present practice is to credit the accounts
of the Participants on the appropriate payment date in accordance with their
respective holdings in principal amount of beneficial interests in the Global
Notes as shown on the records of the Depository, unless the Depository has
reason to believe that it will not receive payment on such payment date.
Payments by Participants and indirect participants to owners of beneficial
interests in the Global Notes will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of the Participants or indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by Ford Credit within 90
days, Ford Credit will issue Debt Securities in definitive form in exchange for
the Global Notes. In addition, Ford Credit may at any time determine not to have
a series of Debt Securities represented by Global Notes and, in such event, will
issue Debt Securities of such series in definitive form in exchange for the
Global Notes. In either instance, an owner of a beneficial interest in the
Global Notes will be entitled to have Debt Securities of such series equal in
principal amount to such beneficial interest registered in its name and will be
entitled to physical delivery of such Debt Securities in definitive form. Unless
otherwise specified in the Prospectus Supplement, Debt Securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
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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).
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
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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 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 6.01).
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 the nature thereof. (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).
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).
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 6.08). 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 6.09).
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<PAGE> 10
CONCERNING FIRST UNION
First Union National Bank, Trustee under the Indenture, is a depositary of
Ford Credit, has a committed credit facility available to Ford Credit and its
subsidiaries and has performed other services for Ford Credit in the normal
course of its business.
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 sets forth the terms of the offering of the
particular series of Debt Securities to which such Prospectus Supplement
relates, 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 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 have in
the past
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<PAGE> 11
provided, and may continue to provide, legal services to Ford and its
subsidiaries, including Ford Credit.
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1996 10-K Report have been audited by Coopers & Lybrand L.L.P.
("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, given on their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1997 and 1996, June 30, 1997 and 1996, and
September 30, 1997 and 1996, 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. 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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<PAGE> 12
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..... $
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.................................. $
==========
</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, employees 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, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee 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, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
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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<PAGE> 13
(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, employee 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, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee 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 employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee 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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<PAGE> 14
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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<PAGE> 15
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
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<PAGE> 16
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 employee 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 employee 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 employee 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, 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 employees. In addition, directors, officers and certain
key employees 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 employee of Ford Credit is indemnified against all loss, cost,
liability or expense reasonably incurred in connection with or
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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 -- Form of Underwriting Agreement relating to the Debt
Securities. Filed as Exhibit 1 to Registration Statement No. 33-55237
and incorporated herein by reference.
Exhibit 4-A -- Indenture dated as of August 1, 1994 between Ford Credit and
First Union National Bank, as successor Trustee to First Fidelity Bank,
National Association, relating to the Debt Securities. Filed as Exhibit
4-A to Registration Statement No. 33-55237 and incorporated herein by
reference.
Exhibit 4-B -- Form of Debt Security is included in Exhibit 4-A. Any
additional form or forms of Debt Security will be filed with the
Commission.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of Ford
Credit, as to the legality of the Debt Securities registered hereunder.*
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit. Filed as Exhibit 12-A to Ford Motor Credit Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 and
incorporated herein by reference.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Filed as Exhibit 12-B to Ford Motor Credit Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997 and incorporated
herein by reference.
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 Qualification on Form T-1 of
First Union National Bank, Trustee.
- -------------------------
* To be filed by amendment.
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.
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(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.
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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 THIS 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 18TH DAY OF
NOVEMBER, 1997.
FORD MOTOR CREDIT COMPANY
By KENNETH WHIPPLE*
--------------------------------
(KENNETH WHIPPLE, 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
KENNETH WHIPPLE* executive officer)
....................................
(KENNETH WHIPPLE)
KENNETH J. COATES* Director
....................................
(KENNETH J. COATES)
Controller (principal
financial
J.B. SMITH III* and accounting officer)
....................................
(J.B. SMITH III)
GREGORY C. SMITH* Director
....................................
(GREGORY C. SMITH)
JOHN G. CLISSOLD* Director
....................................
(JOHN G. CLISSOLD)
EDSEL B. FORD II* Director
....................................
(EDSEL B. FORD II)
JOHN M. DEVINE* Director
....................................
(JOHN M. DEVINE)
MALCOLM S. MACDONALD* Director
....................................
(MALCOLM S. MACDONALD)
DAVID C. FLANIGAN* Director
....................................
(DAVID C. FLANIGAN)
* By /s/ R. P. CONRAD
- --------------------------------------
(R. P. CONRAD, ATTORNEY-IN-FACT)
</TABLE>
November 18, 1997
II-8
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ----------- ----------- ------------
<S> <C> <C> <C>
Exhibit 1 -- Form of Underwriting Agreement relating to the Debt
Securities. Filed as Exhibit 1 to Registration Statement No.
33-55237 and incorporated herein by reference.
Exhibit 4-A -- Indenture dated as of August 1, 1994 between Ford Credit and
First Union National Bank, as successor Trustee to First
Fidelity Bank, National Association, relating to the Debt
Securities. Filed as Exhibit 4-A to Registration Statement
No. 33-55237 and incorporated herein by reference.
Exhibit 4-B -- Form of Debt Security is included in Exhibit 4-A. Any
additional form or forms of Debt Security will be filed with
the Commission.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of
Ford Credit, as to the legality of the Debt Securities
registered hereunder.*
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit. Filed as Exhibit 12-A to Ford Motor Credit Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 and incorporated herein by reference.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Filed as Exhibit 12-B to Ford Motor Credit Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 and incorporated herein by reference.
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 Qualification on Form T-1 of
First Union National Bank, Trustee.
</TABLE>
- ------------------------
* To be filed by amendment.
<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 March 14, 1997 at a meeting
duly called and held at which a quorum was 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 18th day of November,
1997.
/s/ Richard P. Conrad
--------------------------
Richard P. Conrad
Assistant Secretary
<PAGE> 2
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 Administration, the Executive Vice
President-Finance, the Vice President-Finance, and the Treasurer be and that
any two of the Chairman of the Board of Directors, the President, the Executive
Vice President-Finance and Administration, the Executive Vice
President-Finance, the 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, and 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 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
<PAGE> 3
be, any such Registration Statement, with such changes, if any, therein,
including amendments to the prospectus and the addition or amendment of
exhibits and other documents relating thereto or required by law or regulation
in connection therewith, all in such form as such directors and officers may
deem necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause any such Registration Statement,
so executed, to be filed with the Commission; and, prior to the effective date
of any such Registration Statement the appropriate officers of the Company are
directed to use their best efforts to furnish each director and each officer
signing such Registration Statement with a copy of such Registration Statement,
and if, prior to the effective date of any such Registration Statement,
material changes therein or material additions thereto are proposed to be made,
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 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.
<PAGE> 4
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 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
<PAGE> 5
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 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
<PAGE> 6
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.
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.
<PAGE> 7
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, the Executive Vice President-Finance and
Administration, the Executive Vice President-Finance, the 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
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 Administration, the Executive Vice
President-Finance, the 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 Executive Vice President-Finance
and Administration, the Executive Vice President-Finance, 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
<PAGE> 8
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 Vice President-Finance and
Administration, the Executive Vice President-Finance, the 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 and
Administration, the Executive Vice President-Finance, the 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
Administration, the Executive Vice
<PAGE> 9
President-Finance, the 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 Administration, the Executive Vice
President-Finance, the Vice President-Finance and the Treasurer be and hereby
are authorized to determine 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 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.
<PAGE> 10
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 President, the
Executive Vice President-Finance and Administration, the Executive Vice
President-Finance, the 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 Administration, the Executive Vice
President-Finance, the 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
<PAGE> 11
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 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.
<PAGE> 12
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 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
<PAGE> 13
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
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
<PAGE> 14
"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 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
<PAGE> 15
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
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 to enable the Company
fully to exercise its rights and to perform its obligations under the
Indentures,
<PAGE> 16
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 and Administration, the Executive Vice President-Finance, the
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 and Administration, the Executive Vice
President-Finance, the 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 Agreements, Paying Agency Agreements, Warrant
Agreements, Underwriting Agreements, Sales Agency Agreements and other
agreements and documents so executed and delivered are hereby approved.
<PAGE> 17
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.
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
<PAGE> 18
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 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.
Resolutions
Guarantees
RESOLVED, That the Company is authorized from time to time to issue
guarantees of debt securities unlimited as to amount, denominated in U. S.
dollars or any foreign currency or currencies, or combinations thereof, and
consisting of notes, debentures, warrants or other securities ("Guaranteed
Securities"), issued by any subsidiary or affiliate of the Company (whether now
existing or organized hereafter) within or outside the United States, in one or
more public or private offerings through underwriters, sales agents or
otherwise, as shall be approved by any two of the Chairman of the Board of
Directors, the President, the Executive Vice President-Finance and
Administration, the Executive Vice President-Finance, the Vice
President-Finance and the Treasurer.
<PAGE> 19
RESOLVED, That the Company is authorized to execute and deliver in
connection with the issuance of Guaranteed Securities, one or more Guarantees,
Guaranty Agreements, Fiscal Agency Agreements, Warrant Agreements, Underwriting
Agreements, Sales Agency Agreements and any other agreements or instruments or
documents as any officer executing any thereof pursuant to these resolutions
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, as guarantor of
Guaranteed Securities, (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 Guarantees, Guaranty Agreements, Paying
Agency Agreements, Warrant Agreements, Sales Agency Agreements or Underwriting
Agreements or other agreements or instruments and documents authorized pursuant
to the preceding resolutions and that any such Guarantees, Guaranty Agreement,
Foreign Securities, Note Agreements, Indentures, Fiscal Agency Agreements,
Paying Agency Agreements, Warrant Agreements, Sales Agency Agreements,
Underwriting Agreements and other agreements and documents so executed and
delivered are hereby approved.
RESOLVED, That the Trustees, Fiscal Agents, Paying Agents, Warrant
Agents, Sales 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 Guaranteed 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 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 as guarantor, for
payment of principal and interest with respect to the Guaranteed Securities.
RESOLVED, the officers and directors of the Company are hereby
authorized, in the name of or on behalf of the Company, or otherwise, to
execute, deliver and file with appropriate securities commissions or regulatory
authorities of any jurisdiction, all preliminary and final prospectuses,
amendments thereto and translations thereof, and applications for the listing
of the Guaranteed Securities with such securities commissions
<PAGE> 20
and regulatory authorities, and to do and carry out all acts and things as such
officers and directors shall deem necessary, appropriate or desirable in order
to carry out the purposes of these resolutions.
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.
RESOLVED, That the authority of the Company pursuant to the foregoing
resolutions shall be in addition to, and not in limitation of, authority
previously delegated to the officers of the Company to issue guarantees at the
meeting of the Board of Directors of the Company on April 6, 1978.
<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 March 14, 1997 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 18th day of November, 1997.
/s/ John G. Clissold
- --------------------
(J. G. Clissold)
/s/ K.J. Coates
- --------------------
(Kenneth J. Coates)
/s/ John M. Devine
- --------------------
(John M. Devine)
/s/ David C. Flanigan
- ---------------------
(David C. Flanigan)
/s/ Edsel B. Ford II /s/ Kenneth Whipple
- -------------------- -------------------
(Edsel B. Ford II ) (Kenneth Whipple)
/s/ Gregory C. Smith /s/ Malcolm S. Macdonald
- -------------------- ------------------------
(Gregory C. Smith) (Malcolm S. Macdonald)
/s/ J. B. Smith III
- -------------------
(J. B. Smith III)
<PAGE> 1
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
_________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) ___
_________________________
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
102 PENNSYLVANIA AVENUE, AVONDALE, PA. 19311
(Address of Principal Executive Offices) (Zip Code)
_________________________
FORD MOTOR CREDIT CORPORATION
(Name of Obligor)
DELAWARE 38-1612444
(State of Incorporation) (I.R.S. Employer
Identification No.)
THE AMERICAN ROAD, DEARBORN, MI 48121-6044
(Address of Principal Executive Offices) (Zip Code)
_________________________
DEBT SECURITIES
(Title of Indenture Securities)
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
COL. A COL. B
------ ------
TITLE OF CLASS AMOUNT OUTSTANDING
ITEM 4. TRUSTEESHIP UNDER OTHER INDENTURES:
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not Applicable
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE
CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE,
INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED
WITH THE SECURITIES ISSUED UNDER SUCH OTHER INDENTURE.
Not Applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE
OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON
HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not Applicable
<PAGE> 3
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D.
------ ------ ------ -------
<S> <C> <C> <C>
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
</TABLE>
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- ------ ------ ------ -------
<S> <C> <C> <C>
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
</TABLE>
Not Applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR THE OBLIGATIONS IN
DEFAULT BY THE TRUSTEE.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D.
- ------ ------ ------ -------
<S> <C> <C> <C>
Whether the Amount owned beneficially Percent of class
securities are or held as collateral represented by
voting or
</TABLE>
ITEM 9. SECURITIES OF THE UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
2
<PAGE> 4
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COL. A. COL. B. COL. C. COL. D.
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
NAME OF OR HELD AS COLLATERAL REPRESENTED BY
ISSUER AND AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE COL. C.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
</TABLE>
Not applicable
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COL. A. COL. B. COL. C. COL. D.
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT OWNED BENEFICIALLY PERCENT OF VOTING
NAME OF OR HELD AS COLLATERAL SECURITIES
ISSUER AND AMOUNT SECURITY FOR OBLIGATIONS REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE GIVEN IN COL. C.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
</TABLE>
Not Applicable
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COL. A. COL. B. COL. C. COL. D.
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
NAME OF OR HELD AS COLLATERAL REPRESENTED BY
ISSUER AND AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE COL. C.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
</TABLE>
Not Applicable
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COL. A. COL. B. COL. C.
- ------------------------------------------------------------------------------------------------------------------------------------
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
Not Applicable
3
<PAGE> 5
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not Applicable
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not Applicable
ITEM 16. LISTS OF EXHIBITS.
1* -COPY OF ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
2* -NO CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS
IS FURNISHED SINCE THIS AUTHORITY IS CONTAINED IN THE ARTICLES OF
ASSOCIATION OF THE TRUSTEE.
3* -COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS.
4* -COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, AS NOW IN EFFECT.
5 -NOT APPLICABLE.
6 -THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B) OF THE
ACT.
7 -A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO THE LAW OR THE REQUIREMENTS OF ITS
SUPERVISING OR EXAMINING AUTHORITY.
8 -NOT APPLICABLE
9 -NOT APPLICABLE
_________________________
*EXHIBITS THUS DESIGNATED HAVE HERETOFORE BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, HAVE NOT BEEN AMENDED SINCE FILING AND ARE INCORPORATED
HEREIN BY REFERENCE (SEE EXHIBIT T-1 REGISTRATION NUMBER 33-241137).
IN ANSWERING ANY ITEM IN THIS STATEMENT OF ELIGIBILITY AND
QUALIFICATION WHICH RELATES TO MATTERS PECULIARLY WITHIN THE KNOWLEDGE OF THE
OBLIGOR OR OF ITS DIRECTORS OR OFFICERS, OR AN UNDERWRITER FOR THE OBLIGOR, THE
UNDERSIGNED, FIRST UNION NATIONAL BANK, HAS RELIED UPON INFORMATION FURNISHED
TO IT BY THE OBLIGOR OR SUCH UNDERWRITER.
4
<PAGE> 6
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, FIRST UNION NATIONAL BANK, A NATIONAL BANKING ASSOCIATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE UNITED STATES, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF NEWARK, AND STATE OF NEW JERSEY,
ON THE 17TH DAY OF OCTOBER, 1997.
FIRST UNION NATIONAL BANK
(TRUSTEE)
(CORPORATE SEAL)
BY: /S/ RICK BARNES
--------------------------------
ASSISTANT VICE PRESIDENT
5
<PAGE> 7
EXHIBIT T-6
CONSENT OF TRUSTEE
PURSUANT TO THE REQUIREMENTS OF SECTION 321 (B) OF THE TRUST INDENTURE
ACT OF 1939, AND IN CONNECTION WITH THE PROPOSED ISSUE OF THE FORD MOTOR CREDIT
CORPORATION, WE HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY FEDERAL, STATE,
TERRITORIAL OR DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH AUTHORITIES TO THE
SECURITIES AND EXCHANGE COMMISSION UPON REQUEST THEREFOR.
FIRST UNION NATIONAL BANK
BY: /S/ RICK BARNES
------------------------------
ASSISTANT VICE PRESIDENT
NEWARK, NJ
OCTOBER 17, 1997
<PAGE> 8
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Fidelity Bank,
National Association , at the close of business on June 30, 1997, published in
response to call made by Comptroller of the Currency, under title 12, United
States Code, Section 161. Charter Number 33869 Comptroller of the Currency
Northeastern District. STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
ASSETS
Thousand of Dollars
-------------------
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin.......... 1,679,295
Interest-bearing balances................................... 108,513
Securities................................................... /////////
Hold-to-maturity securities................................. 382,254
Available-for-sale securities............................... 3,006,412
Federal funds sold and securities purchased under agreements 1,311,506
to resell.
Loans and lease financing receivables:
Loan and leases, net of unearned income......19,594,861
LESS: Allowance for loan and lease losses.......231,011
LESS: Allocated transfer risk reserve.................0
Loans and leases, net of unearned income, allowance, and
reserve................................................... 19,363,850
Assets held in trading accounts............................... 0
Premises and fixed assets (including capitalized leases)...... 415,290
Other real estate owned....................................... 45,964
Investment in unconsolidated subsidiaries and associated //////////
companies..................................................... 33,621
Customer's liability to this bank on acceptances outstanding.. 53,824
Intangible assets............................................. 400,661
Other assets.................................................. 775,903
Total assets.................................................. 27,577,093
LIABILITIES
Deposits:
In domestic offices....................................... 21,060,904
Noninterest-bearing..........................4,550,428
Interest-bearing............................16,510,476
In foreign offices, Edge and Agreement subsidiaries,
and IBFs.................................................. 588,131
Noninterest-bearing.............................76
Interest-bearing.............................588,055
Federal funds purchased and securities sold under agreements
to repurchase . 2,288,783
Demand notes issued to the U.S. Treasury...................... 74,952
Trading liabilities........................................... 0
Other borrowed money (includes mortgage indebtness and obligations
under capitalized leases).
With original maturity of one year or less................ 106
With original maturity of more than one year.............. 7,859
With original maturity of more than three years........... 6,066
Bank's liability on acceptances executed and outstanding...... 53,824
Subordinated notes and debentures............................. 450,000
Other liabilities............................................. 779,197
Total liabilities............................................. 25,309,822
Limited-life preferred stock and related surplus.............. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus...................... 160,540
Common Stock....................................................... 452,156
Surplus............................................................ 1,300,080
Undivided profits and capital reserves............................. 353,445
Net unrealized holding gains (losses) on available-for-sale /////////
securities........................................................ 1,050
Cumulative foreign currency translation adjustments................ 0
Total equity capital............................................... 2,267,271
Total liabilities, limited-life preferred stock and equity......... //////////
capital.......................................................... 27,577,093
</TABLE>
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