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EXHIBIT 24
FORD MOTOR CREDIT COMPANY
Certificate of an Assistant Secretary
The undersigned, Emily E. Smith-Sulfaro, 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 October 28, 1999 by
unanimous written consent, 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rescinded or revoked and are in full force and effect on the date hereof.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 16th day of
November, 2000.
/s/ EMILY E. SMITH-SULFARO
--------------------------
Emily E. Smith-Sulfaro
Assistant Secretary
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RESOLUTIONS
Public Offering of Senior and Subordinated Debt
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1999, 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. $40,000,000,000 and (ii) is
authorized during any calendar year, commencing with calendar year 1999, to
issue and sell, in one or more public offerings in an aggregate principal amount
not to exceed $40,000,000,000, Securities registered with the Commission
pursuant to the provisions of the Act after the time of adoption of these
resolutions and Debt Securities registered with the Commission before the
adoption of these resolutions remaining unissued at the time of the adoption of
these resolutions (such Securities and previously registered underwritten debt
Securities 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,
any Executive Vice President, any Vice President and the Treasurer and that any
two of such officers of the Company be and hereby are authorized to determine
the terms 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 the Underwritten Debt Securities and/or 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 the offer and sale
of the Underwritten Debt Securities and/or 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 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
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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 (which term shall include any registration statement of
the Company made effective by the Commission prior to the time of the adoption
of these resolutions) for any purpose, including, without limitation, the
purpose of permitting the issuance of the Underwritten Debt Securities and/or
Agency Notes 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 H. D. Smith, D. J. Prystash, N. M. Schloss, R. P.
Conrad, L. J. Ghilardi, S. P. Thomas, and any other person designated by such
officer or director, 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,
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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 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 any 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 one or more
applications and amendments thereto on behalf of the Company, under applicable
provisions of the California Corporate Securities Law of 1968, or any successor
or other appropriate statewide, 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 DENISE VOIGHT CRAWFORD, Securities Commissioner,
State Securities Board, of the State of Texas, and each of her successors 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, DENISE VOIGHT CRAWFORD, or any of her successors
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 DENISE VOIGHT CRAWFORD, Securities Commissioner
of the State of Texas, and each of her successors in office, incorporating the
provisions of this resolution therein.
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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
appropriate 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 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
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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 each Indenture dated
prior to the time of adoption of these resolutions, 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 each Indenture of the Company dated prior to the time of
adoption of these resolutions ("Existing Indentures") 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, any Assistant
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 any Trustee under any such Indenture, and (iii)
execute, acknowledge and deliver any indenture supplemental to any such
Indenture, 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, the
Secretary, any Assistant Treasurer or any Assistant 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 or other
securities of the Company which are lost, stolen, mutilated or destroyed and
Underwritten Debt Securities or other securities of the Company required for
exchange, substitution or transfer, all as provided in the respective Indentures
or Existing Indentures or supplements thereto) in fully registered form in
substantially the forms of Underwritten Debt Securities to be set forth in the
respective Indentures or Existing Indentures with such changes therein and
additions thereto as the officer or officers executing the Underwritten Debt
Securities or other securities of the Company 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, any Vice President, 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 Existing Indentures,
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.
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RESOLVED, That the Company enter into one or more underwriting
agreements, between the Company and any firm, institution or partnership (such
underwriting agreements 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, any Executive Vice President, any Vice President 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 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, 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 one or more Delayed Delivery Contracts, with such changes
therein and additions thereto as the officer or officers executing the same may
deem necessary, appropriate or desirable, as conclusively evidenced by his or
their execution thereof.
RESOLVED, That the Company enter into one or more Purchase Agreements
or other Agreements (the "Purchase Agreements") with any firm, institution,
partnership or other person, including securities brokers and dealers, relating
to the sale and distribution of Underwritten Debt Securities and that, when such
Purchase Agreements, or any of them, have been completed to set forth the terms
and conditions upon which the Underwritten Debt Securities are to be sold and
the purchase prices to be paid by such purchasers such matters first having been
presented to and approved by any two of the Chairman of the Board of Directors,
the President, any Executive Vice President, any Vice President and the
Treasurer, then 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, 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 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, Existing Indentures
or supplements thereto.
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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 any Indenture, Existing
Indentures 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 1999, in one or more private offerings, in an
aggregate principal amount not to exceed U.S. $40,000,000,000, 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, any Executive Vice President, any Vice President, and
the Treasurer and that any two of the Chairman of the Board of Directors, the
President, any Executive Vice President, Vice President 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.
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.
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Resolutions
Public Offering of Notes Sold Through Sales Agents
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1999, 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. $40,000,000,000 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
Medium-Term Notes registered with the Commission prior to the adoption of these
resolutions and unissued and unsold at the time of the adoption of these
resolutions (such Securities and such Medium-Term Notes and 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, any Executive Vice President, any Vice President and the
Treasurer and that any two of the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President 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 such Agency Notes
and/or Underwritten Debt Securities (as such term is defined in these
resolutions under the caption "Public Offering of Senior and Subordinated
Debt"), including prospectuses, exhibits and other documents, to be filed with
the Commission for the purpose of registering the offer and sale of such Agency
Notes and/or 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
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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 (which term shall include any registration statement of
the Company made effective by the Commission prior to the time of the adoption
of these resolutions) 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.
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 H. D. Smith, D. J. Prystash, N. M. Schloss, R. P.
Conrad, L. J. Ghilardi, S. P. Thomas, and any other person designated by such
officer or director, 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
<PAGE> 11
10
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 any licensed California
broker-dealer designated by the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, its attorney-in-fact for the purpose of executing and filing an
application on behalf of the Company, under applicable provisions of the
California Corporate Securities Law of 1968, for the registration or
qualification of part or all of the Agency Notes of the Company for offering and
sale in the State of California.
BE IT RESOLVED THAT DENISE VOIGHT CRAWFORD, Securities Commissioner,
State Securities Board, of the State of Texas, and each of her successors 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, DENISE VOIGHT CRAWFORD, or any of her successors
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 DENISE VOIGHT CRAWFORD, Securities Commissioner
of the State of Texas, and each of her successors in office, incorporating the
provisions of this resolution therein.
<PAGE> 12
11
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 appropriate 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 one or more indentures, each with
a bank or trust company as trustee (the "Indentures") and supplements (a)
thereto, and (b) to any indenture of the Company entered into prior to the time
of the adoption of these resolutions ("Existing Indentures"), 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 any Indenture, Existing Indenture or indenture supplemental thereto,
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 any Indenture, Existing Indenture or 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, the
Secretary, any Assistant Secretary or any Assistant Treasurer 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 any
Indenture, Existing Indentures or indentures supplemental thereto) in fully
registered or bearer form in substantially the form of Agency Note as set forth
in any Indenture, Existing Indenture or indenture supplemental thereto, 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
<PAGE> 13
12
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 with respect to Agency Notes issued pursuant to any
Indenture, Existing Indenture or indenture supplemental thereto, the bank or
trust company designated by the appropriate officers of the Company as trustee
under any such Indenture, Existing Indentures or indentures supplemental 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, Existing
Indenture or indenture supplemental thereto or 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 with respect to Agency Notes issued pursuant to any
Indenture, Existing Indenture or indenture supplemental thereto, the bank or
trust company designated by the appropriate officers of the Company as trustee
under any such Indenture, Existing Indenture or indenture supplemental 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, Existing Indenture or indenture supplemental 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 with respect to registered Agency Notes issued pursuant
to any Indenture, Existing Indenture or indenture supplemental thereto, the bank
or trust company designated by the appropriate officers of the Company as
trustee under any such Indenture, Existing Indenture or indenture supplemental
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, Existing Indenture or indenture supplemental
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 any person including securities brokers
and dealers providing for the sale of the Agency Notes on a "best efforts"
basis, and/or for the purchase 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 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
<PAGE> 14
13
officers may deem necessary, appropriate or desirable in order to enable the
Company fully to exercise its rights and to perform its obligations under any
Indenture, Existing Indenture or indenture supplemental thereto 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.
<PAGE> 15
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 OR UNDERWRITERS,
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 any
officer of the Company, and each of them, severally, his/her true and lawful
attorney and agent at any time and from time to time to do any and all acts and
things and execute in his/her name (whether on behalf of FORD 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 by the Board of Directors of FORD MOTOR CREDIT COMPANY including
specifically, but without limitation thereto, power and authority to sign
his/her 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.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of the 1st day of November, 2000.
DONALD A. WINKLER MALCOLM S. MACDONALD
-------------------------------- --------------------------------
Donald A. Winkler Malcolm S. Macdonald
GREGORY C. SMITH HENRY D. WALLACE
-------------------------------- --------------------------------
Gregory C. Smith Henry D. Wallace
TERRY D. CHENAULT BIBIANA BOERIO
-------------------------------- --------------------------------
Terry D. Chenault Bibiana Boerio
BARRETT BURNS DAVID C. FLANIGAN
-------------------------------- --------------------------------
Barrett Burns David C. Flanigan
