-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IcCBnx34otE8QpjgWUNv5uF29lkHRjUbUErVeiiNZcprn94J04Yhj6JnV/9Q9LRd MtyMbyPdxkBV2+kKDB0/PA== 0000936988-01-500010.txt : 20010402 0000936988-01-500010.hdr.sgml : 20010402 ACCESSION NUMBER: 0000936988-01-500010 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BANK NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000838440 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-17324 FILM NUMBER: 1587203 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD MS 700760 CITY: NEWARK STATE: DE ZIP: 19713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BK NAT ASSOC MBNA MASTER CREDIT CARD TRUST II CENTRAL INDEX KEY: 0000936988 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-20949 FILM NUMBER: 1587204 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD STREET 2: MS 700760 CITY: NEWARK STATE: DE ZIP: 19813 10-K 1 k10form.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: COMMISSION FILE NUMBER: December 31, 2000 333-48788 MBNA AMERICA BANK, NATIONAL ASSOCIATION, ON BEHALF OF MBNA MASTER CREDIT CARD TRUST II (Issuer in respect of the MBNA Master Credit Card Trust II Fixed and Floating Rate Asset Backed Certificates) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) United States of America 51-0331-454 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) Wilmington, DE. 19884-0781 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 362-6255 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: MBNA Master Credit Card Trust II, Series 1994-C, Series 1995-A, Series 1995-C, Series 1995-E, Series 1995-J, Series 1996- A, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997- M, Series 1998-A, Series 1998-D, Series 1999-B, Series 1999-D, Series 1999-E, Series 1999-G, Series 1999- H, Series 1999-I, Series 1999-J, Series 1999-M, Series 2000-A, Series 2000-E, Series 2000-I, and Series 2000-L. Fixed and Floating Rate Asset Backed Certificates INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. Yes [X] No [ ] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON- AFFILIATES OF THE REGISTRANT. The Registrant has no voting stock or class of common stock outstanding as of the date of this report. INTRODUCTORY NOTE ----------------- MBNA America Bank, National Association (the "Originator") is the originator, seller, and servicer under the Pooling and Servicing Agreement (the "Agreement"), dated as of August 4, 1994, and the Series 1994-C , Series 1995-A, , Series 1995-C, Series 1995-E, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996- E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M, Series 1998- A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, Series 1998-J, Series 1999-A, Series 1999-B, Series 1999-D, Series 1999-E, Series 1999-G, Series 1999-H, Series 1999- I, Series 1999-J, Series 1999-L, Series 1999-M, Series 2000-A, Series 2000-B, Series 2000-C, Series 2000-D, Series 2000-E, Series 2000-F, Series 2000-G, Series 2000-H, Series 2000-I, Series 2000-K, and Series 2000-L. Supplements dated as of October 26, 1994, March 22, 1995, June 29, 1995, August 2, 1995, November 21, 1995, February 28, 1996, March 26, 1996, March 27, 1996, May 1, 1996, Mar 21, 1996, July 17, 1996, August 14, 1996, September 19, 1996, October 24, 1996, November 26, 1996, February 27, 1997, March 26, 1997, May 8, 1997, June 18, 1997, August 26, 1997, September 10, 1997, October 22, 1997, November 6, 1997, March 18, 1998, June 24, 1998, July 30, 1998, August 11, 1998, August 26, 1998, September 10, 1998, October 22, 1998, October 29, 1998, March 25, 1999, March 26, 1999, June 3, 1999, July 7, 1999, July 29, 1999, August 18, 1999, September 8, 1999, September 23, 1999, November 5, 1999, December 1, 1999, March 6, 2000, March 28, 2000, April 13, 2000, May 11, 2000, June 1, 2000, June 23, 2000, July 20, 2000, August 23, 2000, September 8, 2000, November 21, 2000, and December 13, 2000 respectively, by and between the Originator and the trustee, providing for the issuance of the MBNA Master Credit Card Trust II, Series 1994-C, Series 1995-A, Series 1995-C, Series 1995-E, Series 1995-J, Series 1996- A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997- I, Series 1997-J, Series 1997-K, Series 1997-M, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, Series 1998-J, Series 1999-A, Series 1999-B, Series 1999- D, Series 1999-E, Series 1999-G, Series 1999-H, Series 1999-I, Series 1999-J, Series 1999-L, Series 1999-M, Series 2000-A, Series 2000-B, Series 2000-C, Series 2000-D, Series 2000-E, Series 2000-F, Series 2000- G, Series 2000-H, Series 2000-I, Series 2000-K, and Series 2000-L. Fixed and Floating Rate Asset Backed Certificates (the "Certificates") and is the originator of the MBNA Master Credit Card Trust II (the "Registrant"). The Certificates do not represent obligations of or interest in the Originator. The Originator has made application pursuant to Section 12 (h) of the Securities Exchange Act of 1934 for an exemption from certain reporting requirements. Pursuant to an Order of the Securities and Exchange Commission dated December 30, 1988 granting Originator's application, Originator is not required to respond to various items of Form 10-K. Such items are designated herein as "Not Applicable". PART I ------ Item 1. Business - ------- -------- Not Applicable Item 2. Properties - ------- ---------- Not Applicable Item 3. Legal Proceedings - ------- ----------------- None Item 4. Submission Of Matters To A Vote Of Security Holders. - ------- ---------------------------------------------------- None PART II ------- Item 5. Market For Registrant's Common Equity - ------- And Related Stockholder Matters. -------------------------------- The Certificates representing investors' interests in the Trust are represented by a single Certificate registered in the name of Cede & Co., the nominee of The Depository Trust Company. Item 6. Selected Financial Data - ------- ----------------------- Not Applicable Item 7. Management's Discussion and Analysis of Financial Condition and - ------- Results of Operations -------------------------------------------------------------- - - Not Applicable Item 7A. Quantitative and Qualitative Disclosure About Market Risk - -------- --------------------------------------------------------- Not Applicable Item 8. Financial Statements and Supplementary Data - ------- ------------------------------------------- Not Applicable Item 9. Changes In And Disagreements With Accountants On Accounting - ------- And Financial Disclosure. ----------------------------------------------------------- None Item 10. Directors and Executive Officers of the Registrant - -------- -------------------------------------------------- Not Applicable Item 11. Executive Compensation - -------- ---------------------- Not Applicable PART III -------- Item 12. Security Ownership Of Certain Beneficial Owners And Management - -------- -------------------------------------------------------------- (a) The Certificates of each Series representing investors' interests in the Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 2000. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 2000, the following direct DTC participants held positions in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Series outstanding on that date:
- --Aggregate - - --Amount of-Percentage Title--Certificates-Of Class-Name-Held-Ownership - ------------------------------------------------------------------------ - -------------- --- Series 1994-C--- Class A-Bank of New York (The)-$ 85,718,000-9.85% - -Bankers Trust Company -81,900,000-9.41% - -Chase Manhattan Bank-275,675,000-31.69% - -Deutsche Bank A.G., New York Branch-65,380,000-7.51% - -State Street Bank and Trust Company-182,045,000-20.92% Class B-Bank One Trust Company, N.A.-$ 14,000,000-31.11% - -Chase Manhattan Bank-18,250,000-40.56% - -State Street Bank and Trust Company-5,065,000-11.26% - -SSB - Bank Portfolio-7,000,000-15.56% - --- Series 1995-A--- Class A-Bank of New York (The)-$ 35,880,000-7.17% - -Bankers Trust Company-40,100,000-8.02% - -Boston Safe Deposit and Trust Company-42,250,000-8.45% - -Chase Manhattan Bank-66,889,000-13.37% - -Citibank, N.A.-35,000,000-7.00% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-70,211,000-14.04% - -State Street Bank and Trust Company-80,000,000-15.99% Class B-Bear Sterns Securities Corp.-$ 5,000,000 -19.32% - -Chase Manhattan Bank-2,875,000-11.11% - -Citibank, N.A.-8,000,000-30.92% - -Fuji Bank and Trust Company (The)-10,000,000-38.65% - --- Series 1995-C--- Class A-Bank of New York (The)-$ 43,825,000-8.76% - -Bankers Trust Company-30,070,000-6.01% - -Bank One Trust Company, N.A.-26,132,000-5.22% - -Boston Safe Deposit and Trust Company-69,503,000-13.89% - -Chase Manhattan Bank-40,145,000-8.02% - -State Street Bank and Trust Company-146,335,000-29.25% - -Union Bank of California, N.A.-27,350,000-5.47% Class B-Bank One Trust Company, N.A.-$ 25,875,000-100.00% - --- Series 1995-E--- Class A-Bank of New York (The)-$ 71,475,000-16.43% - -Bankers Trust Company-75,000,000-17.24% - -Boston Safe Deposit and Trust Company-56,800,000-13.06% - -Chase Manhattan Bank-103,625,000-23.82% - -Citibank, N.A.-25,400,000-5.84% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-50,000,000-11.49% - -State Street Bank and Trust Company-25,250,000-5.80% Class B-Bank One Trust Company, N.A.-$ 12,500,000-55.56% - -CitiBank, N.A.-10,000,000-44.44% - --- Series 1995-J--- Class A-Bankers Trust Company-$ 31,600,000-7.26% - -Chase Manhattan Bank-159,800,000-36.74% - -Chase Bank/Greenwich Capital-32,857,000-7.55% - -CitiBank, N.A.-26,780,000-6.16% - -Fuji Bank and Trust Company (The)-25,000,000-5.75% - -State Street Bank and Trust Company-86,320,000-19.84% - -U.S. Bank National Association-25,100,000-5.77% Class B-Bank One Trust Company, N.A.-$ 22,500,000-100.00% - --- Series 1996-A--- Class A-Bank of New York (The)-$218,200,000-35.83% - -Bankers Trust Company-64,500,000-10.59% - -Chase Manhattan Bank-117,000,000-19.21% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-50,000,000-8.21% - -State Street Bank and Trust Company-51,850,000-8.51% Class B-Citibank, N.A.-$ 15,000,000-47.62% - -Fuji Bank and Trust Company (The)-16,500,000-52.38% - --- Series 1996-B--- Class A-Bank of New York (The)-$ 35,000,000-8.05% - -Bank of New York/Fleet Bank (The)-30,500,000-7.01% - -Boston Safe Deposit and Trust Company-97,600,000-22.44% - -Chase Manhattan Bank-34,000,000-7.82% - -Citibank, N.A.-40,000,000-9.20% - -Fuji Bank and Trust Company (The)-25,000,000-5.75% - -HSBC Bank USA/Treasury Investment-22,000,000-5.06% - -State Street Bank and Trust Company-31,500,000-7.24% - -U.S. Bank National Association-24,000,000-5.52% - -Wells Fargo Bank Minnesota, N.A.-31,170,000-7.17% Class B-Bankers Trust Company-$ 22,500,000-100.00% - --- Series 1996-C--- Class A-Bank of New York (The)-$ 24,415,000-5.61% - -Chase Manhattan Bank-341,735,000-78.56% - -Citibank, N.A.-55,300,000-12.71% Class B-CitiBank, N.A.-$ 2,000,000-8.89% - -State Street Bank and Trust Company-18,500,000-82.22% - -USB Warburg LLC/CMO-2,000,000-8.89% Series 1996-D--- Class A-Bank of New York (The)-$341,910,000-40.22% - -Bankers Trust Company-139,760,000-16.44% - -Chase Manhattan Bank-98,125,000-11.54% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-42,5000,000-5.00% - -Northern Trust Company (The)-42,645,000-5.02% - -State Street Bank and Trust Company-107,909,000-12.70% Class B-Chase Manhattan Bank-5,000,000-6.67% - -Citibank, N.A.-22,000,000-29.33% - -Harris Trust & Savings Bank-5,000,000-6.67% - -Investors Bank & Trust/M.F. Custody -8,000,000-10.67% - -UBS Warburg LLC/CMO-32,000,000-42.67% - --- Series 1996-E--- Class A-Bank of New York (The)-$ 36,176,000-5.67% - -Bankers Trust Company-73,175,000-11.48% - -Chase Bank of Texas, N.A.-60,000,000-9.41% - -Chase Manhattan Bank-105,553,000-16.56% - -State Street Bank and Trust Company-230,435,000-36.15% Class B-Bankers Trust Company-$ 8,450,000-15.02% - -Boston Safe Deposit and Trust Company-15,000,000-26.67% - -Chase Manhattan Bank-3,000,000-5.33% - -Citibank, N.A.-22,800,000-40.53% - -Harris Trust & Savings Bank-5,000,000-8.89% - --- Series 1996-G--- Class A-Bank of New York (The)-$ 45,000,000-10.59% - -Boston Safe Deposit and Trust Company-69,500,000-16.35% - -Chase Manhattan Bank-93,000,000-21.88% - -Citibank, N.A.-87,500,000-20.59% - -Harris Trust & Savings Bank-45,000,000-10.59% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-50,000,000-11.77% - -State Street Bank and Trust Company-35,000,000-8.23% Class B-Bank of New York (The)-$ 5,000,000-13.33% - -Chase Manhattan Bank-15,000,000-40.00% - -Merrill, Lynch, Pierce Fenner & Smith Safekeeping-17,500,000-46.67% - --- Series 1996-H--- Class A-Bank of New York (The)-$228,685,000-22.42% - -Bankers Trust Company-142,990,000-14.02% - -Chase Manhattan Bank-122,800,000-12.04% - -Investors Bank & Trust Company-84,600,000-8.29% - -Northern Trust Company (The)-69,420,000-6.81% - -Prudential Securities Custody-124,300,000-12.19% - -State Street Bank and Trust Company-73,150,000-7.17% Class B-Bank of New York (The)-$ 35,400,000-39.33% - -Bankers Trust Company-29,400,000-32.67% - -Boston Safe Deposit and Trust Company-6,050,000-6.72% - -Citibank, N.A.-10,000,000-11.11% - -UBS Warburg LLC/CMO-8,250,000-9.17% - --- Series 1996-J--- Class A-Bank of New York (The)-$ 54,290,000-6.39% - -Bankers Trust Company-92,950,000-10.94% - -Boston Safe Deposit and Trust Company-59,925,000-7.05% - -Chase Manhattan Bank-128,375,000-15.10% - -Chase Bank/Greenwich Capital-178,350,000-20.98% - -Merrill, Lynch, Pierce Fenner & Smith Safekeeping-58,368,000-6.87% - -State Street Bank and Trust Company-185,950,000-21.88% Class B-Chase Manhattan Bank-$ 30,000,000-40.00% - -Merrill, Lynch, Pierce, Fenner & Smith, Inc.-10,000,000-13.33% - -Soloman Smith Barney Inc./Solomon Brothers-20,000,000-26.67% - -State Street Bank and Trust Company-15,000,000-20.00% - --- Series 1996-K--- Class A-Bankers Trust-$ 61,546,000-7.24% - -Boston Safe Deposit and Trust Company-210,520,000-24.77% - -Chase Manhattan Bank-110,805,000-13.04% - -CitiBank, N.A.-219,060,000-25.77% - -HSBC Bank USA/Treasury Investment-44,375,000-5.22% - -State Street Bank and Trust Company-89,739,000-10.56% Class B-Bank of New York (The)-$ 25,000,000-33.33% - -Chase Manhattan Bank-50,000,000-66.67% - --- Series 1996-M--- Class A-Boston Safe Deposit and Trust Company-$ 51,000,000-12.00% - -Chase Manhattan Bank-185,500,000-43.65% - -Citibank, N.A.-40,300,000-9.48% - -Deutsche Bank A.G., New York Branch-46,000,000-10.82% - -State Street Bank and Trust Company-34,000,000-8.00% - -Wells Fargo Bank Minnesota, N.A.-30,850,000-7.26% Class B-Bank of New York (The)-$ 27,000,000-72.00% - -Chase Manhattan Bank-10,500,000-28.00% - --- Series 1997-B--- Class A-Chase Bank Of Texas, N.A.-$362,780,000-42.68% - -Chase Manhattan Bank-161,500,000-19.00% - -Chase Manhattan Bank Correspondence Clearing Services-78,070,000-9.18% - -Deutsche Bank A.G., New York Branch-63,700,000-7.49% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-46,200,000-5.44% - -State Street Bank and Trust Company-44,000,000-5.18% Class B-Bank of New York (The)-$ 10,000,000-13.33% - -Bankers Trust Company-20,000,000-26.67% - -Chase Manhattan Bank-34,200,000-45.60% - -Morgan Stanley & Co Incorporated-10,800,000-14.40% - --- Series 1997-C--- Class A-Bankers Trust Company-$100,000,000-15.69% - -Boston Safe Deposit and Trust Company-73,000,000-11.45% - -Chase Manhattan Bank-155,790,000-24.44% - -Citibank, N.A.-177,710,000-27.88% - -State Street Bank and Trust Company-59,000,000-9.25% Class B-Bankers Trust Company-$ 14,250,000-25.33% - -Bank One Trust Company, N.A.-5,000,000-8.89% - -Boston Safe Deposit and Trust Company-37,000,000-65.78% - --- Series 1997-E--- Class A-Bank of New York (The)-$ 69,000,000-10.82% - -Bankers Trust Company-90,000,000-14.12% - -Boston Safe Deposit and Trust Company-93,000,000-14.59% - -Chase Manhattan Bank-51,775,000-8.12% - -Citibank, N.A.-38,225,000-6.00% - -Prudential Securities Custody-45,665,000-7.16% - -State Street Bank and Trust Company-162,085,000-25.43% - -Wells Fargo Bank Minnesota, N.A.-35,000,000-5.49% Class B-Bank One Trust Company, N.A.-$ 15,000,000-26.67% - -Boston Safe Deposit and Trust Company-16,250,000-28.89% - -Brown Brothers Harriman & Co.-5,000,000-8.89% - -Chase Manhattan Bank-7,000,000-12.44% - -State Street Bank and Trust Company-5,000,000-8.89% - -UBS Warburg LLC/CMO-8,000,000-14.22% - --- Series 1997-F--- Class A-Bank of New York (The)-$ 48,658,000-8.11% - -Bankers Trust Company-192,635,000-32.11% - -Boston Safe Deposit and Trust Company-45,613,000-7.60% - -Chase Manhattan Bank-59,170,000-9.86% - -Northern Trust Company (The)-45,923,000-7.65% - -State Street Bank and Trust Company-52,835,000-8.81% Class B-Bankers Trust Company-$ 13,000,000-24.53% - -Bank One Trust Company, N.A.-10,000,000-18.87% - -Boston Safe Deposit and Trust Company-10,000,000-18.87% - -UBS Warburg LLC/CMO-20,000,000-37.73% - --- Series 1997-I--- Class A-Bank of New York (The)-$ 89,825,000-14.09% - -Bankers Trust Company- 77,255,000-12.12% - -Boston Safe Deposit and Trust Company- 67,605,000-10.61% - -Chase Manhattan Bank-117,600,000-18.45% - -State Street Bank and Trust Company-59,923,000-9.40% - -Union Bank of California, N.A.-38,355,000-6.02% Class B-Chase Manhattan Bank-$ 34,250,000-60.89% - -Investors Bank & Trust Company- 7,000,000-12.44% - -State Street Bank and Trust Company-15,000,000-26.67% - --- Series 1997-J--- Class A-Bank of New York/Barclays Capital Securities Ltd., SBL/PB-$ 47,450,000-7.44% - -Bank of New York/Barclays De Zoete Webb Securities-70,000,000-10.98% - -Chase Manhattan Bank-37,500,000-5.88% - -Citibank, N.A.-51,450,000-8.07% - -State Street Bank and Trust Company-245,200,000-38.46% Class B-Bankers Trust Company-$ 15,000,000-26.67% - -Boston Safe Deposit and Trust Company-15,000,000-26.67% - -Citibank, N.A.-26,000,000- 46.66% - --- Series 1997-K--- Class A-Boston Safe Deposit and Trust Company-$100,000,000-15.69% - -Chase Bank of Texas, N.A.-65,000,000-10.20% - -Merrill Lynch, Pierce Fenner and Smith Safekeeping-50,000,000-7.84% - -Northern Trust Company (The)-249,500,000-39.14% - -Swiss American Securities Inc.-100,000,000-15.69% Class B-Bankers Trust Company-$ 15,000,000-26.67% - -Chase Manhattan Bank-15,250,000-27.11% - -Citibank, N.A.-6,000,000-10.66% - -Investors Bank & Trust Company-5,000,000-8.89% - -State Street Bank and Trust Company-15,000,000-26.67% - --- Series 1997-M--- Class A-Bankers Trust Company-$131,990,000-20.70% - -Chase Manhattan Bank-178,500,000-28.00% - -Harris Trust & Savings Bank-50,000,000-7.84% - -State Street Bank and Trust Company-204,140,000-32.02% Class B-Boston Safe Deposit and Trust Company-$ 6,250,000-11.11% - -Chase Manhattan Bank-50,000,000-88.89% - --- Series 1998-A--- Class A-Bank of New York (The)-$214,995,000-33.73% - -Bankers Trust Company-158,495,000-24.86% - -Chase Manhattan Bank-36,995,000-5.80% - -Citibank, N.A.-37,100,000- 5.82% - -First Union National Bank-45,715,000-7.17% - -State Street Bank and Trust Company-48,415,000-7.60% Class B-Chase Manhattan Bank-$ 56,250,000-100.00% - --- Series 1998-C--- Class A-Bankers Trust Company-$ 95,000,000- 14.90% - -Barclays Global Investors, N.A.-200,000,000-31.37% - -Chase Manhattan Bank-164,500,000-25.80% - -State Street Bank and Trust Company-138,300,000-21.69% Class B-Chase Manhattan Bank-$ 44,750,000- 79.56% - -Investors Bank & Trust Company-4,000,000-7.11% - -State Street Bank and Trust Company-7,500,000-13.33% - --- Series 1998-D--- Class A-Bank of New York (The)-$ 32,811,000-6.91% - -Bankers Trust Company-106,945,000-22.51% - -Bank One Trust Company N.A./Public Employee Retirement-100,000,000- 21.05% - -Chase Manhattan Bank-63,398,000-13.35 - -Citibank, N.A.-36,180,000-7.62% Class B-Chase Manhattan Bank-$ 15,000,000- 35.71% - -Fuji Bank and Trust Company (The)-10,000,000-23.81% - -Investors Bank & Trust Company-17,000,000-40.48% - --- Series 1998-E--- Class A-State Street Bank and Trust Company-$750,000,000-100.00% Class B-Bankers Trust Company-$ 42,500,000-64.20% - -Chase Bank of Texas, N.A.-23,700,000-35.80% - --- Series 1998-F--- Class A-Bankers Trust Company-$ 64,000,000-15.06% - -Bank of New York/Fleet Bank (The)-39,000,000-9.18% - -Boston Safe Deposit and Trust Company-31,000,000-7.29% - -Chase Manhattan Bank-75,000,000-17.65% - -Citibank, N.A.-35,800,000-8.42% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-92,000,000-21.65% - -State Street Bank and Trust Company-55,000,000-12.94% - -Wells Fargo Bank Minnesota, N.A.-29,200,000-6.87% Class B-Chase Manhattan Bank-$ 37,500,000-100.00% - --- Series 1998-G--- Class A-Bankers Trust Company-$ 74,000 000-11.61% - -Bank of New York/Barclays De Zoete Wedd Securities (The)-41,000,000- 6.43% - -Boston Safe Deposit and Trust Company-153,500,000-24.08% - -Brown Brothers Harriman & Co-40,000,000-6.27% - -Chase Manhattan Bank-50,000,000-7.84% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-220,000,000-34.51% Class B-Bankers Trust Company-$ 46,250,000-82.22% - -Bank One Trust Company, N.A.-10,000,000-17.78% - --- Series 1998-I--- Class A-Bank of New York (The)-$224,569,000-35.23% - -Chase Manhattan Bank-87,360,000-13.70% - -Fuji Bank and Trust Company (The)-50,000,000-7.84% - -Investors Bank & Trust Company-32,900,000-5.16% - -Northern Trust Company (The)-55,890,000-8.77% - -State Street Bank and Trust Company-91,015,000-14.28% Class B-Bank of New York (The)-$ 3,000,000-5.33% - -Citibank, N.A.-12,500,000-22.22% - -Fuji Bank and Trust Company (The)-25,000,000-44.45% - -SSB - Bank Portfolio-15,750,000-28.00% - --- Series 1998-J--- Class A-Bank of New York (The)-$ 74,841,000- 11.34% - -Bankers Trust Company-34,269,000- 5.19% - -Bank One Trust Company N.A./Public Employee Retirement-74,610,000- 11.30% - -Boston Safe Deposit and Trust Company-132,261,000- 20.04% - -Chase Manhattan Bank-41,696,000- 6.32% - -Northern Trust Company (The)-41,140,000- 6.23% - -State Street Bank and Trust Company -114,069,000-17.28% Class B-Boston Safe Deposit and Trust Company-$ 18,200,000-40.44% - -Chase Manhattan Bank-20,000,000-44.44% - -State Street Bank and Trust Company-5,000,000-11.11% - --- Series 1999-A--- Class A-Bank of New York (The)-$ 23,160,000-5.45% - -Bankers Trust Company-90,000,000-21.18% - -Chase Manhattan Bank-80,500,000-18.94% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-25,000,000-5.88% - -State Street Bank and Trust Company-170,840,000-40.20% Class B-Bankers Trust Company-$ 33,850,000-90.27% - --- Series 1999-B--- Class A-Boston Safe Deposit and Trust Company-$ 83,040,000-13.03% - -Chase Manhattan Bank-59,100,000-9.27% - -CitiBank, N.A.-51,110,000-8.02% - -Northern Trust Company (The)-72,850,000-11.43% - -State Street Bank and Trust Company-201,687,000-31.64% Class B-Bank of New York (The)-$ 7,500,000-13.33% - -Chase Manhattan Bank-21,250,000-37.78% - -LBI-Lehman Government Securities Inc. (LBI)-5,000,000-8.89% - -Northern Trust Company (The)-4,000,000-7.11% - -State Street Bank and Trust Company-12,000,000-21.33% - -UMB Bank, National Association-4,000,000-7.11% - --- Series 1999-D--- Class A-Bank of New York (The)-$ 55,000,000-12.94% - -Bankers Trust Company-48,500,000-11.41% - -Boston Safe Deposit and Trust Company-85,000,000-20.00% - -Chase Manhattan Bank-59,500,000-14.00% - -State Street Bank and Trust Company-40,000,000-9.41% - -Swiss American Securities Inc-30,000,000-7.06% - -U.S. Bank National Association-70,000,000-16.47% - -Wells Fargo Bank Minnesota, N.A.-37,000,000-8.71% Class B-Chase Manhattan Bank -$ 36,000,000-96.00% - --- Series 1999-E--- Class A-Bank of New York (The)-$ 80,000,000-9.41% - -Bankers Trust Company-57,000,000-6.71% - -Boston Safe Deposit and Trust Company-205,000,000-24.12% - -Chase Manhattan Bank-162,000,000-19.06% - -Deutsche Bank A.G., New York Branch-54,000,000-6.35% - -Northern Trust Company (The)-141,000,000-16.59% - -State Street Bank and Trust Company-151,000,000-17.76% Class B-Bank of New York (The)-$ 13,275,000-17.70% - -Bankers Trust Company-20,000,000-26.67% - -Boston Safe Deposit and Trust Company-30,325,000-40.43% - -Chase Manhattan Bank-7,850,000-10.47% - --- Series 1999-G--- Class A-Bankers Trust Company-$137,685,000-21.60% - -Bank One Trust Company N.A./Public Employee Retirement-40,000,000-6.27% - -Boston Safe Deposit and Trust Company-57,180,000-8.97% - -BT/OMNI/DOM-34,915,000-5.48% - -Chase Manhattan Bank-60,225,000-9.45% - -State Street Bank and Trust Company-98,620,000-15.47% Class B-Bank of New York (The)-$ 13,560,000-24.11% - -Chase Manhattan Bank-13,175,000-23.42% - -Investors Bank & Trust-4,050,000-7.20% - -Northern Trust Company (The)-4,425,000-7.87% - -State Street Bank and Trust Company-13,425,000-23.87% - --- Series 1999-H--- Class A-Chase Manhattan Bank-$ 57,466,000-6.76% - -CitiBank, N.A.-240,000,000-28.24% - -State Street Bank and Trust Company-469,990,000-55.29% Class B-Bankers Trust Company-$ 15,500,000-20.67% - -Bank of Tokyo-Mitsubishi Trust Company-15,000,000-20.00% - -Chase Manhattan Bank-18,500,000-24.67% - -Fuji Bank and Trust Company (The)-20,000,000-26.67% - --- Series 1999-I--- Class A-Bank of New York (The)-$ 74,304,000-11.66% - -Bank of America, National Association-39,380,000-6.18% - -Boston Safe Deposit and Trust Company-45,678,000-7.17% - -Brown Brothers Harriman & Co-44,275,000-6.95% - -Chase Manhattan Bank-166,563,000-26.13% - -CitiBank, N.A.-36,875,000-5.78% - -State Street Bank and Trust Company-63,161,000-9.91% Class B-Bank of Tokyo-Mitsubishi Trust Company-$ 20,000,000-35.56% - -Chase Manhattan Bank-8,070,000-14.35% - -FUNB - Phila. Main-26,200,000-46.58% - --- Series 1999-J--- Class A-Bank of New York (The)-$105,920,000-12.46% - -Bankers Trust Company-89,069,000-10.48% - -Boston Safe Deposit and Trust Company-174,361,000-20.51% - -Chase Manhattan Bank-106,045,000-12.48% - -Northern Trust Company (The)-44,770,000-5.27% - -State Street Bank and Trust Company-177,643,000-20.90% Class B-Bank of New York (The)-$ 12,735,000-16.98% - -Boston Safe Deposit and Trust Company-10,000,000-13.33% - -Chase Manhattan Bank-26,250,000-35.00% - -Salomon Smith Barney Inc/Salomon Brothers-20,750,000-27.67% - --- Series 1999-L--- Class A-Bank of New York (The)-$ 50,000,000-7.84% - -Boston Safe Deposit and Trust Company-182,000,000-28.55% - -Chase Manhattan Bank-88,500,000-13.88% - -State Street Bank and Trust Company-120,000,000-18.82% - -U.S. Bank National Association-93,400,000-14.65% Class B-Bankers Trust Company-$ 36,250,000-64.44% - -Fuji Bank and Trust Company (The)-20,000,000-35.56% - --- Series 1999-M--- Class A-Boston Safe Deposit and Trust Company-$ 39,375 000-9.26% - -Brown Brothers Harriman & Co-37,500,000-8.82% - -BT/OMNI/DOM-143,000,000-33.65% - -Fleet National Bank-22,735,000-5.35% - -Northern Trust Company (The)-22,125,000-5.21% - -State Street Bank and Trust Company-53,128,000-12.50% Class B-Chase Manhattan Bank-$ 15,250,000-40.67% - -Deutsche Banc Alex Brown Inc - DBSI Account-20,000,000-53.33% - -State Street Bank and Trust Company-2,250,000-6.00% - --- Series 2000-A--- Class A-Bank of New York (The)-$ 39,985,000-6.27% - -Bankers Trust Company-72,505,000-11.37% - -Boston Safe Deposit and Trust Company-50,550,000-7.93% - -CitiBank, N.A.-96,535,000-15.14% - -Salomon Smith Barney Inc/Salomon Brothers-44,115,000-6.92% - -State Street Bank and Trust Company-93,030,000-14.59% Class B-Bank of New York (The)-$ 10,000,000-17.78% - -Bankers Trust Company-10,000,000-17.78% - -Chase Bank of Texas, N.A.-5,000,000-8.89% - -Chase Manhattan Bank-6,750,000-12.00% - -Chase Securities Inc-12,850,000-22.84% - -State Street Bank and Trust Company-10,650,000-18.93% - --- Series 2000-B--- Class A-Bank of New York (The)-$ 62,475,000-9.80% - -Bankers Trust Company-120,585,000-18.92% - -Brown Brothers Harriman & Co-56,900,000-8.93% - -CitiBank, N.A.-49,235,000-7.72% - -State Street Bank and Trust Company-283,000,000-44.39% Class B-Bankers Trust Company-$ 33,750,000-60.00% - -Bankers Trust Company/Banc One Capital Markets Inc.-7,000,000-12.44% - -Chase Manhattan Bank-10,000,000-17.78% - -State Street Bank and Trust Company-3,000,000-5.33% - --- Series 2000-C--- Class A-Boston Safe Deposit and Trust Company-$255,000,000-20.00% - -Chase Bank of Texas, N.A.-65,000,000-5.10% - -Chase Manhattan Bank-79,000,000-6.20% - -State Street Bank and Trust Company-710,800,000-55.75% Class B-Bankers Trust Company-$ 10,000,000-8.89% - -Bank One Trust Company, N.A.-25,000,000-22.22% - -Chast Manhattan Bank-50,000,000-44.44% - -State Street Bank and Trust Company-24,915,000-22.15% - --- Series 2000-D--- Class A-Boston Safe Deposit and Trust Company-$210,000,000-29.07% - -Bankers Trust Company/Sun Trust Bank-75,000,000-10.38% - -Chase Manhattan Bank-88,100,000-12.19% - -CitiBank, N.A.-65,000,000-9.00% - -State Street Baml amd Trist Company-84,000,000-11.63% - -U.S. Bank National Association-42,500,000-5.88% Class B-Chase Manhattan Bank-$ 50,750,000-79.61% - -Fuji Bank and Trust Company (The)-13,000,000-20.39% - --- Series 2000-E--- Class A-Bank of New York (The)-$ 66,690,000-13.34% - -Bankers Trust Company-34,040,000-6.81% - -Boston Safe Deposit and Trust Company-94,395,000-18.88% - -Chase Manhattan Bank-79,875,000-15.98% - -Northern Trust Company (The)-69,465,000-13.89% - -State Street Bank and Trust Company-93,355,000-18.67% Clase B-Chase Manhattan Bank-$ 28,250,000 -62.78% - -Goldman, Sachs & Co-2,800,000-6.22% - -LBI-Lehman Government Securities Inc. (LBI)-13,950,000-31.00% - --- Series 2000-F--- Class A-Bank of Tokyo-Mitsubishi Trust Company-$750,000,000-100.00% Class B-Bankers Trust Company-$ 33,200,000-50.15% - -Bank of Tokyo-Mitsubishi Trust Company-33,000,000-49.85% - --- Series 2000-G--- Class A-Boston Safe Deposit and Trust Company-$145,000,000-22.75% - -Brown Brothers Harriman & Co-47,500,000-7.45% - -CitiBank, N.A.-155,000,000-24.31% - -State Street Bank and Trust Company-290,000,000-45.49% Class B-Bankers Trust Company-$ 10,000,000-17.78% - -Bank One Trust Company, N.A.-12,000,000-21.33% - -Boston Safe Deposit and Trust Company-10,000,000-17.78% - -Bank of Tokyo-Mitsubishi Trust Company-17,000,000-30.22% - -Chase Manhattan Bank-7,000,000-12.44% - --- Series 2000-H--- Class A-Bank of New York (The)-$120,000,000-20.17% - -Chase Manhattan Bank-235,000,000-39.50% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-210,000,000-35.29% Class B-Chase Bank of Texas, N.A,-$ 30,000,000-57.14% - -Chase Manhattan Bank-22,500,000-42.86% - --- Series 2000-I--- Class A-Bank of New York (The)-$ 98,240,000-11.56% - -Bankers Trust Company-123,415,000-14.52% - -Boston Safe Deposit and Trust Company-53,530,000-6.30% - -Chase Manhattan Bank-106,210,000-12.50% - -Northern Trust Company (The)-51,385,000-6.05% - -State Street Bank and Trust Company-196,175,000-23.08% - -SSB - Trust Custody-45,630,000-5.37% Class B-FUNB - Phila Main-$ 60,000,000-80.00% - -State Street Bank and Trust Company-15,000,000-20.00% - --- Series 2000-K--- Class A-Boston Safe Deposit and Trust Company-$ 50,000,000-7.84% - -Chase Manhattan Bank-32,500,000-5.10% - -CitiBank, N.A.-86,000,000-13.49% - -Deutsche Banc Alex Brown Inc/DSBI Account-35,000,000-5.49% - -PNC Bank, National Association-42,500,000-6.67% - -State Street Bank and Trust Company-334,000,000-52.39% Class B-Bankers Trust Company-$ 15,000,000-26.67% - -Chase Manhattan Bank-21,250,000-37.78% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-20,000,000-35.55% - --- Series 2000-L--- Class A-Bank of New York (The)-$ 21,710,000-5.11% - -Boston Safe Deposit and Trust Company-84,017,000-19.77% - -Chase Manhattan Bank-29,409,000-6.92% - -Northern Trust Company (The)-42,300,000-9.95% - -Salomon Smith Barney Inc/Salomon Brothers-50,000,000-11.76% - -State Street Bank and Trust Company-122,590,000-28.84% Class B-Chase Bank of Texas, N.A.-$ 18,750,000-50.00% - -Merrill Lynch, Pierce Fenner & Smith Safekeeping-18,750,000-50.00%
The address of each of the above participants is: C/O The Depository Trust Company 55 Water Street New York, NY 10041 (b) Not Applicable (c) Not Applicable Item 13. Certain Relationships and Related Transactions - -------- ---------------------------------------------- None PART IV ------- Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K - -------- -------------------------------------------------------------- - -- (a) The following documents are filed as part of this Report: 3. Exhibits: 99.01 Annual Accountant's report dated August 11, 2000 with respect to Series 1994-C, Series 1995-A, Series 1995-C, Series 1995-E, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996- D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997- K, Series 1997-M, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, Series 1998-J, Series 1999-A, Series 1999-B, Series 1999-D Series 1999-E, Series 1999-G, Series 1999-H, Series 1999-I, Series 1999-J, Series 1999-L, Series 1999-M, Series 2000-A, Series 2000-B, Series 2000- C, Series 2000-D, Series 2000-E, and Series 2000-F. The Annual Accountant's report with respect to Series 2000-G, Series 2000-H, Series 2000-I, Series 2000-K, and Series 2000-L is not required until August 31, 2001. 99.02 Annual Servicer's Certificate dated August 28, 2000 with respect to Series 1994-C, Series 1995-A, Series 1995-C, Series 1995-E, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996- J, Series 1996-K, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M, Series 1998-A, Series 1998-C, Series 1998- D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, Series 1998-J, Series 1999-A, Series 1999-B, Series 1999-D Series 1999-E, Series 1999-G, Series 1999-H, Series 1999-I, Series 1999- J, Series 1999-L, Series 1999-M, Series 2000-A, Series 2000-B, Series 2000-C, Series 2000-D, Series 2000-E, and Series 2000-F. The Annual Servicer's Certificate with respect to Series 2000-G, Series 2000-H, Series 2000-I, Series 2000-K, and Series 2000-L is not required until August 31, 2001. (b) Three reports on Form 8-K were filed by the registrant for each month during the quarter ended December 31, 2000. These reports filed on October 13, 2000, November 14, 2000, and December 14, 2000 included the following: Item 5. Other Events Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) See item 14(a) (3) above. SIGNATURES - ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MBNA America Bank, National Association As originator of Trust Registrant Date: March 30, 2001 By: /s/ Jack Fioravanti ------------------------------- Jack Fioravanti Senior Vice President EX-99.01 2 letters.txt Report of Independent Accountants MBNA America Bank, N.A. 1100 North King Street Wilmington, Delaware 19801 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have examined management's assertion that MBNA America Bank, N.A. ("MBNA" or "the Company"), a wholly owned subsidiary of MBNA Corporation, was in material compliance with the covenants and conditions of sections 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a) through (c) and 4.03(a), (c) and (d) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") and the sections specified in Attachment A of the applicable Series' Pooling and Servicing Agreement Supplement ("Agreement Supplement"), between MBNA and The Bank of New York, during the compliance periods specified in Attachment A. This assertion is included in the accompanying report by management titled, "Report of Management on Credit Card and Consumer Loan Trust Internal Control and Pooling and Servicing Agreement Compliance" (the "Report"). Management is responsible for MBNA's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about MBNA's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of MBNA's compliance with specified requirements. In our opinion, management's assertion that MBNA was in material compliance with the covenants and conditions of the sections in the Agreement and the applicable Agreement Supplement, referred to above, during the compliance periods specified in Attachment A, is fairly stated, in all material respects. This report is intended solely for the use of the management of MBNA and The Bank of New York and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement or in the applicable Series' Underwriting/Subscription Agreement, as specified in Attachment A. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP August 11, 2000
Attachment A ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement 1994-A-August 4, 1994, as amended-(a)-July 1, 1999 - September 15, 1999-Credit Suisse First Boston-July 28, 1994 - ----- 1994-B-August 18, 1994, as amended-(b)-July 1, 1999 - September 15, 1999-Merrill Lynch & Co. Goldman, Sachs & Co.-August 11, 1994 - ----- 1994-C-October 26, 1994, as amended-(a)-July 1, 1999 - June 30, 2000- Merrill Lynch & Co.-October 19, 1994 - ----- 1994-E-December 15, 1994, as amended-(c)-July 1, 1999 - June 30, 2000-- - ----- 1995-A-March 22, 1995, as amended-(a)-July 1, 1999 - June 30, 2000- Merrill Lynch & Co.-March 15, 1995 - ----- 1995-B-May 23, 1995, as amended-(a)-July 1, 1999 - June 15, 2000-J.P. Morgan & Co.-May 15, 1995 - ----- 1995-C-June 29, 1995, as amended-(d) - -July 1, 1999 - June 30, 2000-Lehman Brothers-June 22, 1995 - ----- 1995-D-June 29, 1995, as amended-(d)-July 1, 1999 - June 30, 2000- Lehman Brothers -June 22, 1995 Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement 1995-E-August 2, 1995, as amended-(a)-July 1, 1999 - June 30, 2000- Credit Suisse First Boston-July 26, 1995 - ----- 1995-F-August 30, 1995, as amended-(e)-July 1, 1999 - June 30, 2000- J.P. Morgan & Co.-August 16, 1995 - ----- 1995-G-September 27, 1995, as amended-(a)-July 1, 1999 - June 30, 2000- Lehman Brothers-September 22, 1995 - ----- 1995-I-October 26, 1995, as amended-(a)-July 1, 1999 - June 30, 2000- Merrill Lynch & Co.-October 19, 1995 - ----- 1995-J-November 21, 1995, as amended-(a)-July 1, 1999 - June 30, 2000- J. P. Morgan & Co.-November 14, 1995 - ----- 1996-A-February 28, 1996, as amended-(a)-July 1, 1999 - June 30, 2000- Goldman, Sachs & Co.-February 21, 1996 - ----- 1996-B-March 26, 1996-(a)-July 1, 1999 - June 30, 2000-Lehman Brothers- March 18, 1996 - ----- 1996-C-March 27, 1996-(a)-July 1, 1999 - June 30, 2000-Merrill Lynch & Co.-March 20, 1996 - ----- 1996-D-May 1, 1996-(a)-July 1, 1999 - June 30, 2000-Merrill Lynch & Co.-April 24, 1996 Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement 1996-E-May 21, 1996-(a)-July 1, 1999 - June 30, 2000-J.P. Morgan & Co.- May 13, 1996 - ----- 1996-F-June 25, 1996, as amended-(f)-July 1, 1999 - June 30, 2000-- - ----- 1996-G-July 17, 1996-(a)-July 1, 1999 - June 30, 2000-Lehman Brothers- July 10, 1996 - ----- 1996-H-August 14, 1996-(g)-July 1, 1999 - June 30, 2000-Goldman, Sachs & Co.-August 7,1996 - ----- 1996-I-September 25, 1996-(h)-July 1, 1999 - June 30, 2000-Class A: Merrill Lynch Bank AG-September 23,1996 - ----- 1996-J-September 19, 1996-(a)-July 1, 1999 - June 30, 2000-J.P. Morgan & Co.-September 12, 1996 - ----- 1996-K-October 24, 1996-(a)-July 1, 1999 - June 30, 2000-Goldman, Sachs & Co.-October 18, 1996 - ----- 1996-L-December 3, 1996-(g)-July 1, 1999 - December 15, 1999-Salomon Brothers Inc-November 19, 1996 - ----- 1996-M-November 26, 1996-(g)-July 1, 1999 - June 30, 2000-Credit Suisse First Boston-November 19, 1996 - ----- 1997-A-January 30, 1997-(g)-July 1, 1999 - February 15, 2000-J.P. Morgan Securities Inc.-January 28, 1997 - ----- 1997-B-February 27, 1997-(a)-July 1, 1999 - June 30, 2000-Lehman Brothers-February 20, 1997 Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement 1997-C-March 26, 1997-(a)-July 1, 1999 - June 30, 2000-Merrill Lynch & Co.-March 19, 1997 - ----- 1997-D-May 22, 1997-(h)-July 1, 1999 - June 30, 2000-Class A: Morgan Stanley & Co. International Limited, Class B: Morgan Stanley & Co. Incorporated, Class C: Lehman Brothers Inc.-Class A: April 24, 1997 Class B: April 29, 1997 Class C: May 2, 1997 - ----- 1997-E-May 8, 1997-(g)-July 1, 1999 - June 30, 2000-J.P. Morgan & Co.- April 24, 1997 - ----- 1997-F-June 18, 1997-(i)-July 1, 1999 - June 30, 2000-Lehman Brothers- June 11, 1997 - ----- 1997-G-June 18, 1997-(a)-July 1, 1999 - June 30, 2000-- - ----- 1997-H-August 6, 1997-(h)-July 1, 1999 - June 30, 2000-Class A: J.P. Morgan and CIE, S.A., Class B and C: J.P. Morgan Securities Inc.-Class A: July 9, 1997 Class B: July 9, 1997 Class C: July 15, 1997 - ----- 1997-I-August 26, 1997-(i)-July 1, 1999 - June 30, 2000-Goldman, Sachs & Co.-August 12, 1997 - ----- 1997-J-September 10, 1997-(a)-July 1, 1999 - June 30, 2000-Lehman Brothers-September 4, 1997 - ----- 1997-K-October 22, 1997-(a)-July 1, 1999 - June 30, 2000-Credit Suisse First Boston-October 9, 1997 - ----- Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement 1997-L-November 13, 1997-(h)-July 1, 1999 - June 30, 2000-Class A: Merrill Lynch Finance S.A., Class B: Merrill Lynch, Pierce, Fenner & Smith Incorporated- October 15, 1997 - ----- 1997-M-November 6, 1997-(g)-July 1, 1999 - June 30, 2000-Salomon Brothers Inc-October 28, 1997 - ----- 1997-N-December 9, 1997-(g)-July 1, 1999 - June 30, 2000-Merrill Lynch & Co.-November 19, 1997 1997-O-December 23, 1997-(a)-July 1, 1999 - June 30, 2000-- - ----- 1998-A-March 18, 1998-(a)-July 1, 1999 - June 30, 2000-J.P. Morgan & Co.-March 3, 1998 - ----- 1998-B-April 14 , 1998-(h)-July 1, 1999 - June 30, 2000-Class A: Merrill Lynch International-March 17, 1998 - ----- 1998-C-June 24, 1998-(a)-July 1, 1999 - June 30, 2000-Salomon Brothers Inc-June 10, 1998 - ----- 1998-D-July 30, 1998-(i)-July 1, 1999 - June 30, 2000-Credit Suisse First Boston-July 22, 1998 - ----- 1998-E -August 11, 1998 -(g)-July 1, 1999 - June 30, 2000-Lehman Brothers-July 29, 1998 - ----- 1998-F -August 26, 1998 -(g)-July 1, 1999 - June 30, 2000-Merrill Lynch & Co.-August 12, 1998 - ----- 1998-G-September 10, 1998 -(a)-July 1, 1999 - June 30, 2000-Credit Suisse First Boston-September 3, 1998 - ----- Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement - ----- 1998-H-September 29, 1998-(f)-July 1, 1999 - June 30, 2000-- - ----- 1998-I -October 22, 1998-(a)-July 1, 1999 - June 30, 2000-Salomon Smith Barney-October 16, 1998 - ----- 1998-J-October 29, 1998-(a)-July 1, 1999 - June 30, 2000-Goldman, Sachs & Co. Credit Suisse First Boston-October 22, 1998 - ----- 1998-K-November 24, 1998-(a)-July 1, 1999 - June 30, 2000-- - ----- 1998-L-December 22, 1998-(f)-July 1, 1999 - June 30, 2000-- - ----- 1999-A -March 25, 1999-(a)-July 1, 1999 - June 30, 2000-Bear, Stearns & Co. Inc.-March 3, 1999 - ----- 1999-B -March 26, 1999-(i)-July 1, 1999 - June 30, 2000-Lehman Brothers-March 18, 1999 - ----- 1999-C-May 18, 1999-(h)-July 1, 1999 - June 30, 2000-Class A: Credit Suisse First Boston (Europe) Limited, Class B: Credit Suisse First Boston Corporation-April 28, 1999 - ----- 1999-D-June 3, 1999-(a)-July 1, 1999 - June 30, 2000-Salomon Smith Barney-May 20, 1999 - ----- 1999-E-July 7, 1999-(a)-July 7, 1999 - June 30, 2000-Merrill Lynch & Co.-June 23, 1999 Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement - ----- 1999-F-August 3, 1999-(h)-August 3, 1999 - June 30, 2000-Class A: Morgan Stanley & Co. International Limited, Class B: Morgan Stanley & Co. Incorporated-Class A: July 13, 1999 Class B: July 15, 1999 - ----- 1999-G-July 29, 1999-(i)-July 29, 1999 - June 30, 2000-Credit Suisse First Boston-July 20, 1999 - ----- 1999-H-August 18, 1999-(g)-August 18, 1999 - June 30, 2000-Merrill Lynch & Co. J.P. Morgan & Co.-August 4, 1999 - ----- 1999-I-September 8, 1999-(i)-September 8, 1999 - June 30, 2000-Credit Suisse First Boston-August 26, 1999 - ----- 1999-J-September 23, 1999-(i)-September 23, 1999 - June 30, 2000- Goldman, Sachs & Co.-September 14, 1999 - ----- 1999-K-October 27, 1999-(j)-October 27, 1999 - June 30, 2000-- - ----- 1999-L-November 5, 1999-(a)-November 5, 1999 - June 30, 2000-Salomon Smith Barney-October 27, 1999 - ----- 1999-M-December 1, 1999-(i)-December 1, 1999 - June 30, 2000-Lehman Brothers-November 17, 1999 - ----- 2000-A-March 8, 2000-(i)-March 8, 2000 - June 30, 2000-J. P. Morgan & Co.-February 23, 2000 - ----- 2000-B-March 28, 2000-(a)-March 28, 2000 - June 30, 2000-Chase Securities Inc.-March 14, 2000 Attachment A (continued) - ----- Series-Pooling and Servicing Agreement Supplement Date-PSA Supplement Sections- Compliance Period- Lead Underwriter/Purchaser-Date of Underwriting/ Subscription/Purchasing Agreement - ----- 2000-C-April 13, 2000-(a)-April 13, 2000 - June 30, 2000-Lehman Brothers-March 28, 2000 - ----- 2000-D-May 11, 2000-(a)-May 11, 2000 - June 30, 2000-Salomon Smith Barney-May 3, 2000 - ----- 2000-E-June 1, 2000-(i)-June 1, 2000 - June 30, 2000-Deutsche Banc Alex. Brown-May 23, 2000 - ----- 2000-F-June 23, 2000-(g)-June 23, 2000 - June 30, 2000-Lehman Brothers- June 8, 2000 - ----- 2000-Z-March 30, 2000-(k)-March 30, 2000 - June 30, 2000-- - ----- Attachment A (continued) Legend for PSA Supplement Sections noted above: (a) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 5.02(a) and 9(c) and (d) (b) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.19(a) and (b), 5.02(a) and 9(c) and (d) (c) Sections 3(c), 4.05 through 4.11, 4.13, 5.02(a) and 10(c) and (d) (d) Sections 3(b), 4.05 through 4.09, 4.11 through 4.14, 4.16(a), 4.17(a), 4.20(a) and (g), 4.21(a), 5.02(a) and 9(c) and (d) (e) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.18(a) and (c), 5.02(a) and 9(c) and (d) (f) Sections 3(b), 4.05 through 4.13, 5.02 and 10(c) and (d) (g) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a) and 9(c) and (d) (h) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a) and 10(c) and (d) (i) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.16(a), 4.19(a) and (g), 4.20(a), 5.02(a) and 9(c) and (d) (j) Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 5.03(a) and 9(c) and (d) (k) Sections 3(b), 4.05 through 4.13, 5.02(a) and 10(c) and (d)
Report of Management on Credit Card Trust Internal Control and Pooling and Servicing Agreement Compliance Trust Internal Control MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly owned subsidiary of MBNA Corporation is responsible for establishing and maintaining effective controls over the functions performed as servicer of MBNA's credit card and consumer loan trusts, listed in Appendix I (the "Trusts" or individually "Trust"). These controls are designed to provide reasonable assurance to the Company's management and board of directors that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the applicable Pooling and Servicing Agreements and Pooling and Servicing Agreement Supplements (the "Agreements") as specified in Appendix I, between MBNA as Seller and Servicer and the applicable Trustee (specific Agreements and Trustees are listed in Appendix I) and are recorded properly to permit the preparation of the required financial reports. There are inherent limitations in any control including the possibility of human error and circumvention or overriding of the control. Accordingly, even effective controls can provide only reasonable assurance with respect to the achievement of any objectives of controls. Further, because of changes in conditions, the effectiveness of controls may vary over time. The Company has determined that the objectives of controls with respect to servicing and reporting of sold loans are to provide reasonable, but not absolute assurance that: ? Funds collected are remitted to the Trustee in accordance with the Agreements. ? Trust assets are segregated from those retained by MBNA in accordance with the Agreements. ? Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements. ? The additions of accounts to the Trusts are authorized in accordance with the Agreements. ? The removals of accounts from the Trusts are authorized in accordance with the Agreements. August 11, 2000 Page 2 Trust Internal Control (continued) ? Trust assets amortizing out of the Trusts are calculated in accordance with the Agreements. ? Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or above prior to distribution. ? Monthly Trust reports generated in the form of "Exhibits" contain all information required by the Agreements. The Company has assessed its controls over the functions performed as servicer of the Trusts in relation to these criteria. Based upon this assessment, the Company believes that, as of June 30, 2000, its controls over the functions performed as servicer of the Trusts are effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreements between MBNA and the applicable Trustees and are recorded properly to permit the preparation of the required financial reports. Pooling and Servicing Agreement Compliance The Company is responsible for complying with the covenants and conditions of the Agreements listed in Appendix I to this report. The Company assessed its compliance with the relevant covenants and conditions identified in Appendix I for each of the Agreements. Based upon this assessment, MBNA was in material compliance with the relevant covenants and conditions of the Agreements identified in Appendix I for each of the Agreements during the periods specified in Appendix I. In addition, the Company did not identify any instances of material non- compliance in performing the assessment. August 11, 2000 Page 3 MBNA America Bank, N.A. by: /s/ M. Scot Kaufman M. Scot Kaufman Executive Vice Chairman /s/Kenneth A. Vecchione Kenneth A. Vecchione Vice Chairman and Chief Financial Officer /s/Thomas D. Wren Thomas D. Wren Senior Executive Vice President and Treasurer /s/Victor P. Manning Victor P. Manning Senior Executive Vice President and Chief Accounting Officer /s/Douglas O. Hart Douglas O. Hart Senior Executive Vice President
APPENDIX 1 PSA SERVICING PSA/RPA SUPPL. COMPLIANCE PSA COVENANTS TRUST TRUSTEE DATE DATE PERIOD AND CONDITIONS MBNA Master Credit Card Trust II Series 1994-A Bank of New York 8/4/94 8/4/94 7/1/99 - 9/15/99 (a) MBNA Master Credit Card Trust II Series 1994-B Bank of New York 8/4/94 8/18/94 7/1/99 - 9/15/99 (b) MBNA Master Credit Card Trust II Series 1994-C Bank of New York 8/4/94 10/26/94 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1994-E Bank of New York 8/4/94 12/15/94 7/1/99 - 6/30/00 (c) MBNA Master Credit Card Trust II Series 1995-A Bank of New York 8/4/94 3/22/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-B Bank of New York 8/4/94 5/23/95 7/1/99 - 6/15/00 (a) MBNA Master Credit Card Trust II Series 1995-C Bank of New York 8/4/94 6/29/95 7/1/99 - 6/30/00 (d) MBNA Master Credit Card Trust II Series 1995-D Bank of New York 8/4/94 6/29/95 7/1/99 - 6/30/00 (d) MBNA Master Credit Card Trust II Series 1995-E Bank of New York 8/4/94 8/2/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-F Bank of New York 8/4/94 8/30/95 7/1/99 - 6/30/00 (e) MBNA Master Credit Card Trust II Series 1995-G Bank of New York 8/4/94 9/27/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-I Bank of New York 8/4/94 10/26/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-J Bank of New York 8/4/94 11/21/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-A Bank of New York 8/4/94 2/28/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-B Bank of New York 8/4/94 3/26/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-C Bank of New York 8/4/94 3/27/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-D Bank of New York 8/4/94 5/1/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-E Bank of New York 8/4/94 5/21/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-F Bank of New York 8/4/94 6/25/96 7/1/99 - 6/30/00 (f) MBNA Master Credit Card Trust II Series 1996-G Bank of New York 8/4/94 7/17/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-H Bank of New York 8/4/94 8/14/96 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1996-I Bank of New York 8/4/94 9/25/96 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1996-J Bank of New York 8/4/94 9/19/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-K Bank of New York 8/4/94 10/24/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-L Bank of New York 8/4/94 12/3/96 7/1/99 - 12/15/99 (g) MBNA Master Credit Card Trust II Series 1996-M Bank of New York 8/4/94 11/26/96 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-A Bank of New York 8/4/94 1/30/97 7/1/99 - 2/15/00 (g) MBNA Master Credit Card Trust II Series 1997-B Bank of New York 8/4/94 2/27/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-C Bank of New York 8/4/94 3/26/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-D Bank of New York 8/4/94 5/22/97 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1997-E Bank of New York 8/4/94 5/8/97 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-F Bank of New York 8/4/94 6/18/97 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1997-G Bank of New York 8/4/94 6/18/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-H Bank of New York 8/4/94 8/6/97 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1997-I Bank of New York 8/4/94 8/26/97 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1997-J Bank of New York 8/4/94 9/10/97 7/1/99 - 6/30/00 (a) PSA SERVICING PSA/RPA SUPPL. COMPLIANCE PSA COVENANTS TRUST TRUSTEE DATE DATE PERIOD AND CONDITIONS MBNA Master Consumer Loan Trust Series 1997-1 Bankers Trust Company 9/24/97 9/24/97 7/1/99 - 6/30/00 (l) MBNA Master Credit Card Trust II Series 1997-K Bank of New York 8/4/94 10/22/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-L Bank of New York 8/4/94 11/13/97 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1997-M Bank of New York 8/4/94 11/6/97 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-N Bank of New York 8/4/94 12/9/97 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-O Bank of New York 8/4/94 12/23/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-A Bank of New York 8/4/94 3/18/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-B Bank of New York 8/4/94 4/14/98 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1998-C Bank of New York 8/4/94 6/24/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-D Bank of New York 8/4/94 7/30/98 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1998-E Bank of New York 8/4/94 8/11/98 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1998-F Bank of New York 8/4/94 8/26/98 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1998-G Bank of New York 8/4/94 9/10/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-H Bank of New York 8/4/94 9/29/98 7/1/99 - 6/30/00 (f) MBNA Master Credit Card Trust II Series 1998-I Bank of New York 8/4/94 10/22/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-J Bank of New York 8/4/94 10/29/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-K Bank of New York 8/4/94 11/24/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-L Bank of New York 8/4/94 12/22/98 7/1/99 - 6/30/00 (f) MBNA Master Credit Card Trust II Series 1999-A Bank of New York 8/4/94 3/25/99 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-B Bank of New York 8/4/94 3/26/99 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-C Bank of New York 8/4/94 5/18/99 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1999-D Bank of New York 8/4/94 6/3/99 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-E Bank of New York 8/4/94 7/7/99 7/7/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-F Bank of New York 8/4/94 8/3/99 8/3/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1999-G Bank of New York 8/4/94 7/29/99 7/29/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-H Bank of New York 8/4/94 8/18/99 8/18/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1999-I Bank of New York 8/4/94 9/8/99 9/8/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-J Bank of New York 8/4/94 9/23/99 9/23/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-K Bank of New York 8/4/94 10/27/99 10/27/99 - 6/30/00 (j) MBNA Master Credit Card Trust II Series 1999-L Bank of New York 8/4/94 11/5/99 11/5/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-M Bank of New York 8/4/94 12/1/99 12/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 2000-A Bank of New York 8/4/94 3/8/00 3/8/00 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 2000-B Bank of New York 8/4/94 3/28/00 3/28/00 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 2000-Z Bank of New York 8/4/94 3/30/00 3/30/00 - 6/30/00 (k) MBNA Master Credit Card Trust II Series 2000-C Bank of New York 8/4/94 4/13/00 4/13/00 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 2000-D Bank of New York 8/4/94 5/11/00 5/11/00 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 2000-E Bank of New York 8/4/94 6/1/00 6/1/00 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 2000-F Bank of New York 8/4/94 6/23/00 6/23/00 - 6/30/00 (g) MBNA Master Consumer Loan Trust Series 2000-1 Bankers Trust Company 9/24/97 6/29/00 6/29/00 - 6/30/00 (m) - Indicates agreement was amended PSA and PSA Supplement Covenants and Conditions (a) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 5.02(a), 9(c), 9(d). (b) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.19(a), 4.19(b), 5.02(a), 9(c), 9(d). (c) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(c), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 5.02(a), 10(c), 10(d). (d) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.16(a), 4.17(a), 4.20(a), 4.20(g), 4.21(a), 5.02(a), 9(c), 9(d). (e) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 4.18(c), 5.02(a), 9(c), 9(d). (f) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.02, 10(c), 10(d). (g) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a), 9(c), 9(d). (h) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a), 10(c), 10(d). (i) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.16(a), 4.19(a), 4.19(g), 4.20(a), 5.02(a), 9(c), 9(d). (j) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 5.03(a), 9(c), 9(d). (k) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.02(a), 10(c), 10(d). (l) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.19(a), 4.19(c), 5.01, 5.02(a), 10(c), 10(e). (m) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19(a), 4.19(c), 5.01, 5.02(a), 10(c), 10(e).
Report of Independent Accountants on Applying Agreed-Upon Procedures MBNA America Bank, N.A. 1100 North King Street Wilmington, Delaware 19801 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have performed the procedures enumerated below, which were agreed to by MBNA America Bank, N.A. ("MBNA") and The Bank of New York, solely to assist you with respect to the amounts in the "mathematical calculations" set forth in the monthly certificates for each series (as specified in Attachment A) in the MBNA Master Credit Card Trust II ("Trust"), prepared by MBNA pursuant to subsection 3.04(b) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") between MBNA and The Bank of New York, during the periods specified in Attachment A. This engagement to apply agreed-upon procedures was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of MBNA and The Bank of New York. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures were as follows: We compared the amounts in the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, for the months specified in Attachment A, prepared by MBNA pursuant to subsection 3.04(b) of the Agreement with reports prepared by MBNA's bank card processor or MBNA, which were the source of such amounts. As a result of the procedures performed we noted that in all instances the amounts in the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, for the months specified in Attachment A, were in agreement with reports prepared by MBNA's bank card processor or MBNA. We were not engaged to, and did not, perform an audit, the objective of which would be the expression of an opinion on the amounts in the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, prepared by MBNA pursuant to subsection 3.04(b) of the Agreement or on the reports prepared by MBNA's bank card processor or MBNA. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the use of the specified users listed above and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Ernst & Young LLP August 11, 2000
Attachment A Series-Pooling and Servicing Agreement Supplement Date- Monthly Certificates Tested - -- 1994 - A (a)-August 4, 1994, as amended- - -- 1994 - B (b)-August 18, 1994, as amended- - -- 1994 - C-October 26, 1994, as amended-October 1999, March 2000 and June 2000 - -- 1994 - E-December 15, 1994, as amended-October 1999, March 2000 and June 2000 - -- 1995 - A-March 22, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - B (c)-May 23, 1995, as amended-October 1999 and March 2000 - -- 1995 - C-June 29, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - D-June 29, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - E-August 2, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - F-August 30, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - G-September 27, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - I-October 26, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1995 - J-November 21, 1995, as amended-October 1999, March 2000 and June 2000 - -- 1996 - A-February 28, 1996, as amended-October 1999, March 2000 and June 2000 - -- 1996 - B-March 26, 1996-October 1999, March 2000 and June 2000 - -- 1996 - C-March 27, 1996-October 1999, March 2000 and June 2000 - -- 1996 - D-May 1, 1996-October 1999, March 2000 and June 2000 - -- 1996 - E-May 21, 1996-October 1999, March 2000 and June 2000 - -- 1996 - F-June 25, 1996, as amended-October 1999, March 2000 and June 2000 - -- 1996 - G-July 17, 1996-October 1999, March 2000 and June 2000 - -- 1996 - H-August 14, 1996-October 1999, March 2000 and June 2000 - -- 1996 - I-September 25, 1996-October 1999, March 2000 and June 2000 - -- Attachment A (continued) Series-Pooling and Servicing Agreement Supplement Date- Monthly Certificates Tested - -- 1996 - J-September 19, 1996-October 1999, March 2000 and June 2000 - -- 1996 - K-October 24, 1996-October 1999, March 2000 and June 2000 - -- 1996 - L (d)-December 3, 1996-October 1999 - -- 1996 - M-November 26, 1996-October 1999, March 2000 and June 2000 - -- 1997 - A (e)-January 30, 1997-October 1999 - -- 1997 - B-February 27, 1997-October 1999, March 2000 and June 2000 - -- 1997 - C-March 26, 1997-October 1999, March 2000 and June 2000 - -- 1997 - D-May 22, 1997-October 1999, March 2000 and June 2000 - -- 1997 - E-May 8, 1997-October 1999, March 2000 and June 2000 - -- 1997 - F-June 18, 1997-October 1999, March 2000 and June 2000 - -- 1997 - G-June 18, 1997-October 1999, March 2000 and June 2000 - -- 1997 - H-August 6, 1997-October 1999, March 2000 and June 2000 - -- 1997 - I-August 26, 1997-October 1999, March 2000 and June 2000 - -- 1997 - J-September 10, 1997-October 1999, March 2000 and June 2000 - -- 1997 - K-October 22, 1997-October 1999, March 2000 and June 2000 - -- 1997 - L-November 13, 1997-October 1999, March 2000 and June 2000 - -- 1997 - M-November 6, 1997-October 1999, March 2000 and June 2000 - -- 1997 - N-December 9, 1997-October 1999, March 2000 and June 2000 - -- 1997 - O-December 23, 1997-October 1999, March 2000 and June 2000 - -- 1998 - A-March 18, 1998-October 1999, March 2000 and June 2000 - -- 1998 - B-April 14, 1998-October 1999, March 2000 and June 2000 - -- 1998 - C-June 24, 1998-October 1999, March 2000 and June 2000 - -- Attachment A (continued) Series-Pooling and Servicing Agreement Supplement Date- Monthly Certificates Tested - -- 1998 - D-July 30, 1998 -October 1999, March 2000 and June 2000 - -- 1998 - E-August 11, 1998-October 1999, March 2000 and June 2000 - -- 1998 - F-August 26, 1998-October 1999, March 2000 and June 2000 - -- 1998 - G-September 10, 1998-October 1999, March 2000 and June 2000 - -- 1998 - H-September 29, 1998-October 1999, March 2000 and June 2000 - -- 1998 - I-October 22, 1998-October 1999, March 2000 and June 2000 - -- 1998 - J -October 29, 1998-October 1999, March 2000 and June 2000 - -- 1998 - K-November 24, 1998-October 1999, March 2000 and June 2000 - -- 1998 - L-December 22, 1998-October 1999, March 2000 and June 2000 - -- 1999 - A-March 25, 1999-October 1999, March 2000 and June 2000 - -- 1999 - B-March 26, 1999-October 1999, March 2000 and June 2000 - -- 1999 - C-May 18, 1999-October 1999, March 2000 and June 2000 - -- 1999 - D-June 3, 1999-October 1999, March 2000 and June 2000 - -- 1999 - E-July 7, 1999-October 1999, March 2000 and June 2000 - -- 1999 - F-August 3, 1999-October 1999, March 2000 and June 2000 - -- 1999 - G -July 29, 1999-October 1999, March 2000 and June 2000 - -- 1999 - H -August 18, 1999-October 1999, March 2000 and June 2000 - -- 1999 - I-September 8, 1999-October 1999, March 2000 and June 2000 - -- 1999 - J -September 23, 1999-October 1999, March 2000 and June 2000 - -- 1999 - K (f) -October 27, 1999-March 2000 and June 2000 - -- 1999 - L (g)-November 5, 1999-March 2000 and June 2000 - -- 1999 - M (h)-December 1, 1999-March 2000 and June 2000 - -- Attachment A (continued) Series-Pooling and Servicing Agreement Supplement Date- Monthly Certificates Tested - -- 2000 - A (i)-March 8, 2000-March 2000 and June 2000 - -- 2000 - B (j)-March 28, 2000-June 2000 - -- 2000 - C (k)-April 13, 2000-June 2000 - -- 2000 - D (l)-May 11, 2000-June 2000 - -- 2000 - E (m)-June 1, 2000-June 2000 - -- 2000 - F (n)-June 23, 2000- - -- 2000 - Z (o)-March 30, 2000-June 2000 - -- (a)-The last reporting period for 1994-A was August 1999. (b)-The last reporting period for 1994-B was August 1999. (c)-The last reporting period for 1995-B was May 2000. (d)-The last reporting period for 1996-L was November 1999. (e)-The last reporting period for 1997-A was January 2000. (f)-The first reporting period for 1999-K was November 1999. (g)-The first reporting period for 1999-L was November 1999. (h)-The first reporting period for 1999-M was December 1999. (i)-The first reporting period for 2000-A was March 2000. (j)-The first reporting period for 2000-B was April 2000. (k)-The first reporting period for 2000-C was May 2000. (l)-The first reporting period for 2000-D was June 2000. (m)-The first reporting period for 2000-E was June 2000. (n)-The first reporting period for 2000-F will be July 2000. (o)-The first reporting period for 2000-Z was April 2000. - - - - - -
Report of Independent Accountants MBNA America Bank, N.A. 1100 North King Street Wilmington, Delaware 19801 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have examined management's assertion that MBNA America Bank, N.A.'s ("MBNA"), a wholly owned subsidiary of MBNA Corporation, controls over the functions performed as servicer of the MBNA Master Credit Card Trust II ("Trust"), including all Series of the Trust as specified in Attachment A, are effective, as of June 30, 2000, in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement"), and the applicable Pooling and Servicing Agreement Supplement for each Series as specified in Attachment A (together the "Agreements"), between MBNA as Seller and Owner/Servicer, and The Bank of New York, as Trustee on behalf of the Certificateholders of the Trust, and are recorded properly to permit the preparation of the required financial reports. This assertion is included in the accompanying report by management titled, "Report of Management on Credit Card and Consumer Loan Trust Internal Control and Pooling and Servicing Agreement Compliance" (the "Report"). Management is responsible for MBNA's controls over the functions performed as servicer of the Trust. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the controls over the functions performed by MBNA as servicer of the Trust, testing and evaluating the design and operating effectiveness of those controls, and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any control, errors or fraud may occur and not be detected. Also, projections of any evaluation of the controls over the functions performed by MBNA as servicer of the Trust to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the controls may deteriorate. In our opinion, management's assertion, that it believes that MBNA's controls over the functions performed as servicer of the Trust are effective, as of June 30, 2000, in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreements, between MBNA as Seller and Owner/Servicer, and The Bank of New York, as Trustee on behalf of the Certificateholders of the Trust, and are recorded properly to permit the preparation of the required financial reports, is fairly stated, in all material respects, based upon the following criteria specified in the Report: ? The controls provide reasonable assurance that funds collected are remitted to the Trustee in accordance with the Agreements. ? The controls provide reasonable assurance that Trust assets are segregated from those retained by MBNA in accordance with the Agreements. ? The controls provide reasonable assurance that expenses incurred by the Trust are calculated and remitted in accordance with the Agreements. ? The controls provide reasonable assurance that the additions of accounts to the Trust are authorized in accordance with the Agreements. ? The controls provide reasonable assurance that the removals of accounts from the Trust are authorized in accordance with the Agreements. ? The controls provide reasonable assurance that Trust assets amortizing out of the Trust are calculated in accordance with the Agreements. ? The controls provide reasonable assurance that monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or above prior to distribution. ? The controls provide reasonable assurance that monthly Trust reports generated in the form of "Exhibits" contain all required information per section 5.02 of the Agreements. This report is intended solely for the use of the management of MBNA and The Bank of New York and should not be referred to or distributed for any purpose to anyone who is not authorized to receive such information as specified in the Agreement or in the applicable Series' Underwriting/Subscription Agreement, as specified in Attachment A. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP August 11, 2000 Report of Management on Credit Card Trust Internal Control and Pooling and Servicing Agreement Compliance Trust Internal Control MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly owned subsidiary of MBNA Corporation is responsible for establishing and maintaining effective controls over the functions performed as servicer of MBNA's credit card and consumer loan trusts, listed in Appendix I (the "Trusts" or individually "Trust"). These controls are designed to provide reasonable assurance to the Company's management and board of directors that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the applicable Pooling and Servicing Agreements and Pooling and Servicing Agreement Supplements (the "Agreements") as specified in Appendix I, between MBNA as Seller and Servicer and the applicable Trustee (specific Agreements and Trustees are listed in Appendix I) and are recorded properly to permit the preparation of the required financial reports. There are inherent limitations in any control including the possibility of human error and circumvention or overriding of the control. Accordingly, even effective controls can provide only reasonable assurance with respect to the achievement of any objectives of controls. Further, because of changes in conditions, the effectiveness of controls may vary over time. The Company has determined that the objectives of controls with respect to servicing and reporting of sold loans are to provide reasonable, but not absolute assurance that: ? Funds collected are remitted to the Trustee in accordance with the Agreements. ? Trust assets are segregated from those retained by MBNA in accordance with the Agreements. ? Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements. ? The additions of accounts to the Trusts are authorized in accordance with the Agreements. ? The removals of accounts from the Trusts are authorized in accordance with the Agreements. August 11, 2000 Page 2 Trust Internal Control (continued) ? Trust assets amortizing out of the Trusts are calculated in accordance with the Agreements. ? Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or above prior to distribution. ? Monthly Trust reports generated in the form of "Exhibits" contain all information required by the Agreements. The Company has assessed its controls over the functions performed as servicer of the Trusts in relation to these criteria. Based upon this assessment, the Company believes that, as of June 30, 2000, its controls over the functions performed as servicer of the Trusts are effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreements between MBNA and the applicable Trustees and are recorded properly to permit the preparation of the required financial reports. Pooling and Servicing Agreement Compliance The Company is responsible for complying with the covenants and conditions of the Agreements listed in Appendix I to this report. The Company assessed its compliance with the relevant covenants and conditions identified in Appendix I for each of the Agreements. Based upon this assessment, MBNA was in material compliance with the relevant covenants and conditions of the Agreements identified in Appendix I for each of the Agreements during the periods specified in Appendix I. In addition, the Company did not identify any instances of material non- compliance in performing the assessment. August 11, 2000 Page 3 MBNA America Bank, N.A. by: /s/ M. Scot Kaufman M. Scot Kaufman Executive Vice Chairman /s/Kenneth A. Vecchione Kenneth A. Vecchione Vice Chairman and Chief Financial Officer /s/Thomas D. Wren Thomas D. Wren Senior Executive Vice President and Treasurer /s/Victor P. Manning Victor P. Manning Senior Executive Vice President and Chief Accounting Officer /s/Douglas O. Hart Douglas O. Hart Senior Executive Vice President
APPENDIX 1 PSA SERVICING PSA/RPA SUPPL. COMPLIANCE PSA COVENANTS TRUST TRUSTEE DATE DATE PERIOD AND CONDITIONS MBNA Master Credit Card Trust II Series 1994-A Bank of New York 8/4/94 8/4/94 7/1/99 - 9/15/99 (a) MBNA Master Credit Card Trust II Series 1994-B Bank of New York 8/4/94 8/18/94 7/1/99 - 9/15/99 (b) MBNA Master Credit Card Trust II Series 1994-C Bank of New York 8/4/94 10/26/94 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1994-E Bank of New York 8/4/94 12/15/94 7/1/99 - 6/30/00 (c) MBNA Master Credit Card Trust II Series 1995-A Bank of New York 8/4/94 3/22/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-B Bank of New York 8/4/94 5/23/95 7/1/99 - 6/15/00 (a) MBNA Master Credit Card Trust II Series 1995-C Bank of New York 8/4/94 6/29/95 7/1/99 - 6/30/00 (d) MBNA Master Credit Card Trust II Series 1995-D Bank of New York 8/4/94 6/29/95 7/1/99 - 6/30/00 (d) MBNA Master Credit Card Trust II Series 1995-E Bank of New York 8/4/94 8/2/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-F Bank of New York 8/4/94 8/30/95 7/1/99 - 6/30/00 (e) MBNA Master Credit Card Trust II Series 1995-G Bank of New York 8/4/94 9/27/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-I Bank of New York 8/4/94 10/26/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1995-J Bank of New York 8/4/94 11/21/95 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-A Bank of New York 8/4/94 2/28/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-B Bank of New York 8/4/94 3/26/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-C Bank of New York 8/4/94 3/27/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-D Bank of New York 8/4/94 5/1/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-E Bank of New York 8/4/94 5/21/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-F Bank of New York 8/4/94 6/25/96 7/1/99 - 6/30/00 (f) MBNA Master Credit Card Trust II Series 1996-G Bank of New York 8/4/94 7/17/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-H Bank of New York 8/4/94 8/14/96 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1996-I Bank of New York 8/4/94 9/25/96 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1996-J Bank of New York 8/4/94 9/19/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-K Bank of New York 8/4/94 10/24/96 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1996-L Bank of New York 8/4/94 12/3/96 7/1/99 - 12/15/99 (g) MBNA Master Credit Card Trust II Series 1996-M Bank of New York 8/4/94 11/26/96 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-A Bank of New York 8/4/94 1/30/97 7/1/99 - 2/15/00 (g) MBNA Master Credit Card Trust II Series 1997-B Bank of New York 8/4/94 2/27/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-C Bank of New York 8/4/94 3/26/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-D Bank of New York 8/4/94 5/22/97 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1997-E Bank of New York 8/4/94 5/8/97 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-F Bank of New York 8/4/94 6/18/97 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1997-G Bank of New York 8/4/94 6/18/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-H Bank of New York 8/4/94 8/6/97 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1997-I Bank of New York 8/4/94 8/26/97 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1997-J Bank of New York 8/4/94 9/10/97 7/1/99 - 6/30/00 (a) PSA SERVICING PSA/RPA SUPPL. COMPLIANCE PSA COVENANTS TRUST TRUSTEE DATE DATE PERIOD AND CONDITIONS MBNA Master Consumer Loan Trust Series 1997-1 Bankers Trust Company 9/24/97 9/24/97 7/1/99 - 6/30/00 (l) MBNA Master Credit Card Trust II Series 1997-K Bank of New York 8/4/94 10/22/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1997-L Bank of New York 8/4/94 11/13/97 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1997-M Bank of New York 8/4/94 11/6/97 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-N Bank of New York 8/4/94 12/9/97 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1997-O Bank of New York 8/4/94 12/23/97 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-A Bank of New York 8/4/94 3/18/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-B Bank of New York 8/4/94 4/14/98 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1998-C Bank of New York 8/4/94 6/24/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-D Bank of New York 8/4/94 7/30/98 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1998-E Bank of New York 8/4/94 8/11/98 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1998-F Bank of New York 8/4/94 8/26/98 7/1/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1998-G Bank of New York 8/4/94 9/10/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-H Bank of New York 8/4/94 9/29/98 7/1/99 - 6/30/00 (f) MBNA Master Credit Card Trust II Series 1998-I Bank of New York 8/4/94 10/22/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-J Bank of New York 8/4/94 10/29/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-K Bank of New York 8/4/94 11/24/98 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1998-L Bank of New York 8/4/94 12/22/98 7/1/99 - 6/30/00 (f) MBNA Master Credit Card Trust II Series 1999-A Bank of New York 8/4/94 3/25/99 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-B Bank of New York 8/4/94 3/26/99 7/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-C Bank of New York 8/4/94 5/18/99 7/1/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1999-D Bank of New York 8/4/94 6/3/99 7/1/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-E Bank of New York 8/4/94 7/7/99 7/7/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-F Bank of New York 8/4/94 8/3/99 8/3/99 - 6/30/00 (h) MBNA Master Credit Card Trust II Series 1999-G Bank of New York 8/4/94 7/29/99 7/29/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-H Bank of New York 8/4/94 8/18/99 8/18/99 - 6/30/00 (g) MBNA Master Credit Card Trust II Series 1999-I Bank of New York 8/4/94 9/8/99 9/8/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-J Bank of New York 8/4/94 9/23/99 9/23/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 1999-K Bank of New York 8/4/94 10/27/99 10/27/99 - 6/30/00 (j) MBNA Master Credit Card Trust II Series 1999-L Bank of New York 8/4/94 11/5/99 11/5/99 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 1999-M Bank of New York 8/4/94 12/1/99 12/1/99 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 2000-A Bank of New York 8/4/94 3/8/00 3/8/00 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 2000-B Bank of New York 8/4/94 3/28/00 3/28/00 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 2000-Z Bank of New York 8/4/94 3/30/00 3/30/00 - 6/30/00 (k) MBNA Master Credit Card Trust II Series 2000-C Bank of New York 8/4/94 4/13/00 4/13/00 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 2000-D Bank of New York 8/4/94 5/11/00 5/11/00 - 6/30/00 (a) MBNA Master Credit Card Trust II Series 2000-E Bank of New York 8/4/94 6/1/00 6/1/00 - 6/30/00 (i) MBNA Master Credit Card Trust II Series 2000-F Bank of New York 8/4/94 6/23/00 6/23/00 - 6/30/00 (g) MBNA Master Consumer Loan Trust Series 2000-1 Bankers Trust Company 9/24/97 6/29/00 6/29/00 - 6/30/00 (m) - Indicates agreement was amended PSA and PSA Supplement Covenants and Conditions (a) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 5.02(a), 9(c), 9(d). (b) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.19(a), 4.19(b), 5.02(a), 9(c), 9(d). (c) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(c), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 5.02(a), 10(c), 10(d). (d) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.16(a), 4.17(a), 4.20(a), 4.20(g), 4.21(a), 5.02(a), 9(c), 9(d). (e) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 4.18(c), 5.02(a), 9(c), 9(d). (f) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.02, 10(c), 10(d). (g) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a), 9(c), 9(d). (h) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a), 10(c), 10(d). (i) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.16(a), 4.19(a), 4.19(g), 4.20(a), 5.02(a), 9(c), 9(d). (j) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 5.03(a), 9(c), 9(d). (k) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.02(a), 10(c), 10(d). (l) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.19(a), 4.19(c), 5.01, 5.02(a), 10(c), 10(e). (m) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.02(b), 4.02(c), 4.03(a), 4.03(c), 4.03(d). PSA Supplement Sections - 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19(a), 4.19(c), 5.01, 5.02(a), 10(c), 10(e).
EX-99.02 3 cerificate.txt EXHIBIT 99.02 ANNUAL SERVICER'S CERTIFICATE MBNA AMERICA BANK, N.A. MBNA MASTER CREDIT CARD TRUST II The undersigned, a duly authorized representative of MBNA America Bank, N.A. (the "Bank"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of August 4, 1994 (the "Pooling and Servicing Agreement") by and between the Bank and The Bank of New York, as trustee, (the "Trustee") does hereby certify that: 1. The Bank is Servicer under the Pooling and Servicing Agreement. 2. The undersigned is duly authorized as required pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. 3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement. 4. A review of the activities of the Servicer during the twelve-month period ended June 30, 2000 was conducted under my supervision. 5. Based on such review, the Servicer has, to my knowledge, fully performed all its obligations under the Pooling and Servicing Agreement throughout such twelve-month period except as set forth in paragraph 6 below, as previously disclosed in the Annual Servicer's Certificate of August 1999. No material default in the performance of such obligations has occurred or is continuing. 6. On August 1, 1999, financing statement 9410483, relating to the grant of security for interchange and proceeds for Series 1994-A and the grant of a security interest to the Master Credit Card Trust II (the "Master Trust") for the original accounts and receivables, lapsed without being renewed. On August 16, 1999, financing statement 9411277, relating to the grant of security for interchange and proceeds for Series 1994-B lapsed without being renewed. This was discovered on August 27, 1999, during the due diligence process to deliver the annual Servicer's Certificate as required by the Pooling and Servicing Agreement. The lien and grant of security interest was reestablished on August 30, 1999 with additional filings, securing the accounts and receivables for the Master Trust. The Master Trust currently has a first priority perfected security interest in the accounts and receivables in the Master Trust and for the interchange and proceeds, as evidenced by the UCC records. The Servicer and the Issuer have added additional review procedures and will engage outside counsel to monitor the UCC records relating to the Master Trust to prevent any future lapse of a filing statement for an active series or for the Master Trust. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 28th day of August 2000. /s/ Jack Fioravanti Name: Jack Fioravanti Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----