-----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, ND2fBmx2r4PGrPIU9P8dXrNx2WkVwV2ujCufZBh492gQrb7abnxq5szc8UaA7lFm TCHB2dfdSjJITz7WAjPGCg== 0000936988-02-000016.txt : 20020514 0000936988-02-000016.hdr.sgml : 20020514 ACCESSION NUMBER: 0000936988-02-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020430 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA CREDIT CARD MASTER NOTE TRUST CENTRAL INDEX KEY: 0001128250 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-50316-02 FILM NUMBER: 02646274 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 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17324 FILM NUMBER: 02646273 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 FORMER COMPANY: FORMER CONFORMED NAME: MARYLAND BANK NA DATE OF NAME CHANGE: 19891204 FORMER COMPANY: FORMER CONFORMED NAME: MBNA AMERICA BANK N A DATE OF NAME CHANGE: 19910801 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20949 FILM NUMBER: 02646275 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 8-K 1 form8k.txt ============================================================================= = FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20529 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: May 14, 2002 MBNA AMERICA BANK, NATIONAL ASSOCIATION ON BEHALF OF THE MBNA MASTER CREDIT CARD TRUST II (Issuer of the Collateral Certificate) AND THE MBNA CREDIT CARD MASTER NOTE TRUST (Issuer of the MBNASeries Class A, Class B, and Class C notes) (Exact name of registrant as specified in its charter) United States 333-59424 51-0331454 - ----------------- ----------------------------- -------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) Wilmington, DE 19884-0781 - ----------------------------------------------------------------------------- - - (Address of principal executive office) Registrant's telephone number, including area code (800) 362-6255. --------------- ITEM 5. OTHER EVENTS The MBNASeries Class A(2002-3)notes were issued April 24, 2002. The net proceeds from the sale of the notes will be used by the Seller for its general corporate purposes. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS The following are filed as Exhibits to this Report under Exhibit 4: 4.1 The Class A(2002-3) Terms Document to the MBNASeries Indenture Supplement to the Indenture, dated April 24, 2002, among MBNA America Bank, National Association, Seller and Servicer, and The Bank of New York, Trustee. The following are filed as Exhibits to this Report under Exhibit 20: 20.1 MBNASeries Noteholders' Statement for the month ended April 30, 2002. 20.2 MBNASeries Schedule to the Noteholders' Statement for the month ended April 30, 2002. SIGNATURES Pursuant to the requirements 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. Dated: May 14, 2002 MBNA AMERICA BANK, NATIONAL ASSOCIATION By: /s/Christopher Harris ---------------------------------- Name: Christopher Harris Title: First Vice President EX-4 3 termsa.txt PLEASE PRINT THIS DOCUMENT ON A LASERJET 4 (i.e., Printer 3001 beside Gynene's Desk (the fractions will not print on the LaserJet 5) EXECUTION COPY MBNA CREDIT CARD MASTER NOTE TRUST as Issuer CLASS A(2002-3) TERMS DOCUMENT dated as of April 24, 2002 to MBNASERIES INDENTURE SUPPLEMENT dated as of May 24, 2001 to INDENTURE dated as of May 24, 2001 THE BANK OF NEW YORK as Indenture Trustee THIS CLASS A(2002-3) TERMS DOCUMENT (this "Terms Document"), by and between MBNA CREDIT CARD MASTER NOTE TRUST, a statutory business trust created under the laws of the State of Delaware (the "Issuer"), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, and THE BANK OF NEW YORK, a New York banking corporation ( the "Indenture Trustee"), is made and entered into as of April 24, 2002. Pursuant to this Terms Document, the Issuer and the Indenture Trustee shall create a new tranche of Class A Notes and shall specify the principal terms thereof. ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Terms Document to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document as originally executed; (5) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision; (6) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document shall be controlling; (7) each capitalized term defined herein shall relate only to the Class A(2002-3) Notes and no other tranche of Notes issued by the Issuer; and (8) "including" and words of similar import will be deemed to be followed by "without limitation." "Accumulation Reserve Funding Period" shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months prior to the first Transfer Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account of the Class A(2002-3) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Transfer Date following and including the March 2010 Transfer Date for which the Quarterly Excess Available Funds Percentage is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 24 months prior to the Expected Principal Payment Date, (iii) the Monthly Period following the first Transfer Date following and including the September 2010 Transfer Date for which the Quarterly Excess Available Funds Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 18 months prior to the Expected Principal Payment Date, and (iv) the Monthly Period following the first Transfer Date following and including the November 2010 Transfer Date for which the Quarterly Excess Available Funds Percentage is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 16 months prior to the Expected Principal Payment Date and (y) ending on the close of business on the last day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for the Class A(2002-3) Notes and (ii) the date on which the Class A(2002-3) Notes are paid in full. "Base Rate" means, with respect to any Monthly Period, the sum of (i) the Weighted Average Interest Rates for the Outstanding MBNAseries Notes, (ii) the Net Servicing Fee Rate (as such term is defined in the Series 2001-D Supplement) and (iii) so long as MBNA or The Bank of New York is the Servicer, the Servicer Interchange Rate, in each case, for such Monthly Period. "Calculation Agent" is defined in Section 2.04(a). "Class A(2002-3) Note" means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2002-3) Note and duly executed and authenticated in accordance with the Indenture. "Class A(2002-3) Noteholder" means a Person in whose name a Class A(2002-3) Note is registered in the Note Register. "Class A(2002-3) Termination Date" means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2002-3) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof. "Class A Required Subordinated Amount of Class B Notes" is defined in Section 2.02(a). "Class A Required Subordinated Amount of Class C Notes" is defined in Section 2.02(b). "Controlled Accumulation Amount" means $62,500,000; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Controlled Accumulation Amount shall be the amount specified in the definition of "Controlled Accumulation Amount" in the Indenture Supplement. "Excess Available Funds Percentage" means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period. "Expected Principal Payment Date" means April 16, 2012. "Initial Dollar Principal Amount" means $750,000,000. "Interest Payment Date" means the fifteenth day of each month commencing June 17, 2002, or if such fifteenth day is not a Business Day, the next succeeding Business Day. "Interest Period" means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date. "Issuance Date" means April 24, 2002. "Legal Maturity Date" means September 15, 2014. "LIBOR" means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04. "LIBOR Determination Date" means April 22, 2002 for the period from and including the Issuance Date to but excluding May 15, 2002, May 13, 2002 for the period from and including May 15, 2002 to but excluding June 17, 2002 and the second London Business Day prior to the commencement of the second and each subsequent Interest Period. "London Business Day" means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market. "MBNAseries Servicer Interchange" means, with respect to any Monthly Period, an amount equal to the product of (a) the Servicer Interchange (as such term is defined in the Series 2001-D Supplement) with respect to such Monthly Period and (b) a fraction the numerator of which is the Weighted Average Available Funds Allocation Amount for the MBNAseries for such Monthly Period and the denominator of which is the Weighted Average Available Funds Allocation Amount for all series of Notes for such Monthly Period. "Note Interest Rate" means a rate per annum equal to 0.24% in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period. "Paying Agent" means The Bank of New York. "Portfolio Yield" means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is (a) the amount of Available Funds allocated to the MBNAseries pursuant to Section 501 of the Indenture, plus (b) any Interest Funding sub-Account Earnings on the related Transfer Date, plus (c) any amounts to be treated as MBNAseries Available Funds pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, plus (d) the MBNAseries Servicer Interchange for such Monthly Period, minus (e) the excess, if any, of the sum of the PFA Prefunding Earnings Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of the aggregate amount to be treated as MBNAseries Available Funds for such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts applied to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of MBNAseries Notes for such Monthly Period, minus (f) the MBNAseries Investor Default Amount for such Monthly Period, and the denominator of which is the Weighted Average Available Funds Allocation Amount for the MBNAseries for such Monthly Period. "Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 306 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. "Quarterly Excess Available Funds Percentage" means, with respect to the March 2010 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three. "Record Date" means, for any Transfer Date, the last Business Day of the preceding Monthly Period. "Reference Banks" means four major banks in the London interbank market selected by the Beneficiary. "Required Accumulation Reserve sub-Account Amount" means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2002-3) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change. "Servicer Interchange Rate" means, for any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the MBNAseries Servicer Interchange for such Monthly Period, and the denominator of which is the Weighted Average Available Funds Allocation Amount for the MBNAseries for such Monthly Period. "Stated Principal Amount" means $750,000,000. "Telerate Page 3750" means the display page currently so designated on the Moneyline Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices). "Weighted Average Interest Rates" means, with respect to any Outstanding Notes of a class or tranche of the MBNAseries, or of all of the Outstanding Notes of the MBNAseries, on any date, the weighted average (weighted based on the Outstanding Dollar Principal Amount of the related Notes on such date) of the following rates of interest: (a) in the case of a tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, the rate of interest applicable to that tranche on that date; (b) in the case of a tranche of Discount Notes, the rate of accretion (converted to an accrual rate) of that tranche on that date; (c) in the case of a tranche of Notes with a payment due under a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue on that date (prior to the netting of such payments, if applicable); and (d) in the case of a tranche of Notes with a non- Performing Derivative Agreement for interest, the rate specified for that date in the related terms document. Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.03. Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 1.04. Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Indenture Supplement as so supplemented and this Terms Document shall be read, taken and construed as one and the same instrument. [END OF ARTICLE I] ARTICLE II The Class A(2002-3) Notes Section 2.01 Creation and Designation. There is hereby created a tranche of MBNAseries Class A Notes to be issued pursuant to the Indenture and the MBNAseries Indenture Supplement to be known as the "MBNAseries Class A(2002-3) Notes." Section 2.02 Specification of Required Subordinated Amount and other Terms. (a) For the Class A(2002-3) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to 8.82353% of (i) the Adjusted Outstanding Dollar Principal Amount of the Class A(2002-3) Notes on such date or (ii) if an Early Redemption Event with respect to the Class A(2002-3) Notes shall have occurred, if an Event of Default and acceleration of the Class A(2002-3) Notes shall have occurred or if the Class A Usage of the Class B Required Subordinated Amount for such tranche of Class A Notes is greater than zero, the Adjusted Outstanding Dollar Principal Amount of the Class A(2002-3) Notes as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class A Usage of Class B Required Subordinated Amount exceeded zero. (b) For the Class A(2002-3) Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal to 8.82353% of (i) the Adjusted Outstanding Dollar Principal Amount of the Class A(2002-3) Notes on such date or (ii) if an Early Redemption Event with respect to the Class A(2002-3) Notes shall have occurred, if an Event of Default and acceleration of the Class A(2002-3) Notes shall have occurred or if the Class A Usage of the Class C Required Subordinated Amount for such tranche of Class A Notes is greater than zero, the Adjusted Outstanding Dollar Principal Amount of the Class A(2002-3) Notes as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class A Usage of Class C Required Subordinated Amount exceeded zero. (c) The Issuer may change the percentages set forth in clause (a) or (b) above without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the MBNAseries that the change in either of such percentages will not result in a Ratings Effect with respect to any Outstanding Class A(2002-3) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion. Section 2.03. Interest Payment. (a) For each Interest Payment Date, the amount of interest due with respect to the Class A(2002-3) Notes shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect with respect to the related Interest Period, times (ii) the Outstanding Dollar Principal Amount of the Class A(2002-3) Notes determined as of the Record Date preceding the related Transfer Date. Interest on the Class A(2002-3) Notes will be calculated on the basis of the actual number of days in the related Interest Period and a 360- day year. (b) Pursuant to Section 3.03 of the Indenture Supplement, on each Transfer Date, the Indenture Trustee shall deposit into the Class A(2002-3) Interest Funding sub-Account the portion of MBNAseries Available Funds allocable to the Class A(2002-3) Notes. Section 2.04. Calculation Agent; Determination of LIBOR. (a) The Issuer hereby agrees that for so long as any Class A(2002-3) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed. (b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period. (c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (212) 328-7543 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time. (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee and the Beneficiary, by facsimile transmission, notification of LIBOR for the following Interest Period. Section 2.05. Payments of Interest and Principal. (a) Any installment of interest or principal, if any, payable on any Class A(2002-3) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class A(2002-3) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person's account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. (b) The right of the Class A(2002-3) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class A(2002-3) Termination Date. Section 2.06. Form of Delivery of Class A(2002-3) Notes; Depository; Denominations. (a) The Class A(2002-3) Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of the Indenture, respectively. (b) The Depository for the Class A(2002-3) Notes shall be The Depository Trust Company, and the Class A(2002-3) Notes shall initially be registered in the name of Cede & Co., its nominee. (c) The Class A(2002-3) Notes will be issued in minimum denominations of $1,000 and integral multiples of that amount. Section 2.07. Delivery and Payment for the Class A(2002-3) Notes. The Issuer shall execute and deliver the Class A(2002-3) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2002-3) Notes when authenticated, each in accordance with Section 303 of the Indenture. Section 2.08. Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reserve sub-Account Amount. [END OF ARTICLE II] ARTICLE III Representations and Warranties Section 3.01 Issuer's Representations and Warranties.The Issuer makes the following representations and warranties as to the Collateral Certificate on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Terms Document, but shall survive until the termination of this Terms Document. Such representations and warranties shall not be waived by any of the parties to this Terms Document unless the Issuer has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such waiver. (a) The Indenture creates a valid and continuing security interest (as defined in the New York UCC) in the Collateral Certificate in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Collateral Certificate constitutes either an "account," a "general intangible," an "instrument," or a "certificated security," each within the meaning of the New York UCC. (c) At the time of the transfer and assignment of the Collateral Certificate to the Indenture Trustee pursuant to the Indenture, the Issuer owned and had good and marketable title to the Collateral Certificate free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused, within ten days of the execution of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate granted to the Indenture Trustee pursuant to the Indenture. (e) Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral Certificate other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to the Indenture or any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (f) All original executed copies of the Collateral Certificate have been delivered to the Indenture Trustee. (g) At the time of the transfer and assignment of the Collateral Certificate to the Indenture Trustee pursuant to the Indenture, the Collateral Certificate had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. [END OF ARTICLE III]IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written. MBNA CREDIT CARD MASTER NOTE TRUST, by MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Beneficiary and not in its individual capacity By: ___/s/ Kevin F. Sweeney Name: Kevin F. Sweeney Title: First Vice President THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: ____/s/ Cassandra Shedd Name: Cassandra Shedd Title: Assistant Vice President [Signature Page to the Class A(2002-3) Terms Document] Article I Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Governing Law 5 Section 1.03. Counterparts 5 Section 1.04. Ratification of Indenture and Indenture Supplement 5 Article II The Class A(2002-3) Notes Section 2.01 Creation and Designation 6 Section 2.02 Specification of Required Subordinated Amount and other Terms 6 Section 2.03. Interest Payment 6 Section 2.04. Calculation Agent; Determination of LIBOR 7 Section 2.05. Payments of Interest and Principal 8 Section 2.06. Form of Delivery of Class A(2002-3) Notes; Depository; Denominations 8 Section 2.07. Delivery and Payment for the Class A(2002-3) Notes 8 Section 2.08. Targeted Deposits to the Accumulation Reserve Account 8 Article III Representations and Warranties Section 3.01 Issuer's Representations and Warranties 9 An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. DOCSDC1:116878.1 2 DOCSDC1:116878.4 DOCSDC1:142907.2 EX-20 4 mt22001z.txt xhibit 20.1 MONTHLY SERIES CERTIFICATEHOLDERS' STATEMENT SERIES 2001-D MBNA AMERICA BANK, NATIONAL ASSOCIATION MBNA MASTER CREDIT CARD TRUST II MONTHLY PERIOD ENDING APRIL 30, 2002 ___________________________________ The information which is required to be prepared with respect to the Transfer Date of May 14, 2002 and with respect to the performance of the Issuer during the related Monthly Period. Capitalized terms used in this Statement have their respective meanings set forth in the Pooling and Servicing Agreement. A.Information Regarding the Current Monthly Distribution 1. The amount of the current monthly distribution which constitutes Available Funds$172,355,935.78 2. The amount of the current monthly distribution which constitutes Available Investor Principal Collections See Addendum to Exhibit B B. Information Regarding the Performance of the Trust 1.Collection of Principal Receivables (a)The aggregate amount of Collections of Principal Receivables processed during the related Monthly Period and allocated to Series 2001-D$1,627,489,807.24 2.Collection of Finance Charge Receivables (a)The aggregate amount of Collections of Finance Charge Receivables processed during the related Monthly Period and allocated to Series 2001-D$161,794,497.81 3.Principal Receivables in the Trust (a)The aggregate amount of Principal Receivables in the Trust as of the end of the day on the last day of the related Monthly Period$65,336,928,811.18 (b)The amount of Principal Receivables in the Trust represented by the Investor Interest of Series 2001-D as of the end of the day on the last day of the related Monthly Period$12,706,175,000.00 (c) The Floating Allocation Investor Interest as of the end of the day on the last day of the related Monthly Period$12,706,175,000.00 (d) The Principal Allocation Investor Interest as of the end of the day on the last day of the related Monthly Period$12,706,175,000.00 (e) The Floating Investor Percentage with respect to the related Monthly Period April 1, 2002 through April 23, 200218.25% April 24, 2002 through April 30, 200219.36% (f)The Principal Investor Percentage with respect to the Monthly Period April 1, 2002 through April 23, 200218.25% April 24, 2002 through April 30, 200219.36% 4. Delinquent Balances The aggregate amount of outstanding balances in the Accounts which were delinquent as of the end of the day on the last day of the related Monthly Period: Aggregate Account Balance Percentage of Total Receivables (a) 30 - 59 days: $1,183,960,450.35 1.77% (b) 60 - 89 days: $713,294,213.93 1.07% (c) 90 - 119 days: $555,703,361.28 0.83% (d) 120 - 149 days: $509,705,456.72 0.76% (e) 150 - or more days: $475,545,682.47 0.70% Total: $3,438,209,164.75 5.13% 5.Investor Default Amount (a)The Aggregate Investor Default Amount for the related Monthly Period$57,522,343.34 6.Investor Servicing Fee (a)The amount of the Investor Servicing Fee payable by the Trust to the Servicer for the related Monthly Period$20,218,625.00 (b)The amount of the Net Servicing Fee payable by the Trust to the Servicer for the related Monthly Period$12,636,640.63 (c)The amount of the Servicer Interchange payable by the Trust to the Servicer for the related Monthly Period$7,581,984.37 IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 8th day of May, 2002. MBNA AMERICA BANK, NATIONAL ASSOCIATION, Servicer Christopher Harris Name: Christopher Harris Title: First Vice President C-3 2001-D 2001-D A-1 EX-20 5 exhibitc.htm EHIBIT C

                         SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT

                        MBNAseries
                         MBNA CREDIT CARD MASTER NOTE TRUST


                        MONTHLY PERIOD ENDING April 30, 2002

                           Reference is made to the 2001-D Supplement (the "Series 2001-D" Supplement), dated as of May
                        24, 2001, between MBNA America Bank, National Association, a national banking association (the
                        "Bank"), as Seller and Servicer, and The Bank of New York, as Trustee, the Indenture (the
                        "Indenture"), dated as of May 24, 2001 and the Indenture Supplement (the "Indenture
                        Supplement"), dated as of May 24, 2001 , each between MBNA Credit Card Master Note Trust, as
                        Issuer, and "The Bank of New York, as Indenture Trustee.  Terms used herein and not defined
                        herein have the meanings ascribed to them in the 2001-D Supplement, the Indenture and the
                        Indenture Supplement, as applicable.


                           The following computations are prepared with respect to the Transfer Date of May 14, 2002 and
                        with respect to the performance of the Trust during the related Monthly Period.



                        A. Targeted deposits to Interest Funding sub-Accounts:


                        Targeted Deposit        Actual Deposit to       Shortfall from          Interest Funding        Interest Funding
                        to Interest             Interest Funding        earlier Monthly         sub-account Balance     sub-Account
                        Funding                 sub-Account for         Periods                 prior to Withdrawals*   Earnings

                        sub-Account for         applicable Monthly
                        applicable Monthly      Period
                        Period




                        Class A:
                        Class A(2001-1)         $4,791,666.67           $4,791,666.67           $0.00                   $4,791,666.67           $0.00
                        Class A(2001-2)         $879,166.67             $879,166.67             $0.00                   $879,166.67             $0.00
                        Class A(2001-3)         $1,741,666.67           $1,741,666.67           $0.00                   $1,741,666.67           $0.00
                        Class A(2001-Emerald)   $6,622,215.66           $6,622,215.66           $0.00                   $105,098,934.04         $144,814.52
                        Class A(2001-4)         $1,658,333.33           $1,658,333.33           $0.00                   $1,658,333.33           $0.00
                        Class A(2001-5)         $862,500.00             $862,500.00             $0.00                   $862,500.00             $0.00
                        Class A(2002-1)         $4,125,000.00           $4,125,000.00           $0.00                   $4,125,000.00           $0.00
                        Class A(2002-2)         $1,864,309.46           $1,864,309.46           $0.00                   $2,066,951.79           $316.02
                        Class A(2002-3)         $304,791.67             $304,791.67             $0.00                   $304,791.67             $0.00
                        Class A Total:          $22,849,650.13          $22,849,650.13          $0.00                   $121,529,010.84         $145,130.54
                        Class B:
                        Class B(2001-1)         $465,625.00             $465,625.00             $0.00                   $465,625.00             $0.00
                        Class B(2001-2)         $462,500.00             $462,500.00             $0.00                   $462,500.00             $0.00
                        Class B(2001-3)         $295,000.00             $295,000.00             $0.00                   $295,000.00             $0.00
                        Class B(2002-1)         $1,072,916.67           $1,072,916.67           $0.00                   $1,072,916.67           $0.00
                        Class B Total:          $2,296,041.67           $2,296,041.67           $0.00                   $2,296,041.67           $0.00
                        Class C:
                        Class C(2001-1)         $606,250.00             $606,250.00             $0.00                   $606,250.00             $0.00
                        Class C(2001-2)         $250,833.33             $250,833.33             $0.00                   $250,833.33             $0.00
                        Class C(2001-3)         $2,183,333.33           $2,183,333.33           $0.00                   $2,183,333.33           $0.00
                        Class C(2001-4)         $606,250.00             $606,250.00             $0.00                   $606,250.00             $0.00
                        Class C(2001-5)         $385,000.00             $385,000.00             $0.00                   $385,000.00             $0.00
                        Class C(2002-1)         $1,416,666.67           $1,416,666.67           $0.00                   $1,416,666.67           $0.00
                        Class C Total:          $5,448,333.33           $5,448,333.33           $0.00                   $5,448,333.33           $0.00
                        Total:                  $30,594,025.13          $30,594,025.13          $0.00                   $129,273,385.84         $145,130.54

                        *  The Interest Funding Account Balance for Class A(2001-Emerald) reflects activity as of the end of the Monthly Period.



                        B. Interest to be paid on the corresponding Payment
                        Date:*
                        Amount of interest to
                        be paid on
                        corresponding
                        Interest Payment Date
                        CUSIP
                        Interest Payment Date   Interest Rate
                        Number


                        Class A
                        Class A(2001-1)         55264TAC5               May 15, 2002            5.7500000%              $4,791,666.67
                        Class A(2001-2)         55264TAE1               May 15, 2002            2.1100000%              $879,166.67
                        Class A(2001-4)         55264TAL5               May 15, 2002            1.9900000%              $1,658,333.33
                        Class A(2001-5)         55264TAM3               May 15, 2002            2.0700000%              $862,500.00
                        Class A(2002-1)         55264TAQ4               May 15, 2002            4.9500000%              $4,125,000.00
                        Class A(2002-2)         014467025               May 15, 2002            2.2235300%              $2,066,951.79
                        Total Class A           $14,383,618.46
                        Class B
                        Class B(2001-1)         55264TAA9               May 15, 2002            2.2350000%              $465,625.00
                        Class B(2001-2)         55264TAJ0               May 15, 2002            2.2200000%              $462,500.00
                        Class B(2001-3)         55264TAP6               May 15, 2002            2.3600000%              $295,000.00
                        Class B(2002-1)         55264TAR2               May 15, 2002            5.1500000%              $1,072,916.67
                        Total Class B           $2,296,041.67
                        Class C
                        Class C(2001-1)         55264TAB7               May 15, 2002            2.9100000%              $606,250.00
                        Class C(2001-2)         55264TAD3               May 15, 2002            3.0100000%              $250,833.33
                        Class C(2001-3)         55264TAF8               May 15, 2002            6.5500000%              $2,183,333.33
                        Class C(2001-4)         55264TAK7               May 15, 2002            2.9100000%              $606,250.00
                        Class C(2001-5)         55264TAN1               May 15, 2002            3.0800000%              $385,000.00
                        Class C(2002-1)         55264TAS0               May 15, 2002            6.8000000%              $1,416,666.67
                        Total Class C           $5,448,333.33


                        *  For Interest Payment information on the Emerald Note program, refer to Exhibit B to the Class A(2001-Emerald) Terms Document.




                        C. Targeted deposits to Class C Reserve sub-Accounts:
                        Targeted Deposit to     Actual Deposit          Class C Reserve         Class C
                        Class C Reserve         to Class C              sub-Account Balance     Reserve
                        sub-Account for         Reserve                 on Transfer Date        sub-Account
                        applicable Monthly      sub-Account for         prior to withdrawals    Earnings
                        Period                  applicable
                        Monthly Period




                        NOTHING TO REPORT



                        D. Withdrawals to be made from the C Reserve sub-Accounts on the corresponding Transfer Date:

                        Withdrawals for         Withdrawals for         Class C Reserve
                        Interest
                        Principal
                        sub-Account Balance
                        on Transfer Date
                        after withdrawals






                        NOTHING TO REPORT


                        E. Targeted deposits to Principal Funding sub-Accounts:

                         Targeted Deposit to    Actual Deposit to       Shortfall from          Principal               Principal Funding
                        Principal Funding       Principal Funding       earlier Monthly         Funding                 sub-Account
                        sub-Account for         sub-Account for         Periods                 sub-Account             Earnings
                        applicable Monthly      applicable Monthly      Balance on
                        Period                  Period                  Transfer Date







                        NOTHING TO REPORT





                        F. Principal to be paid on the corresponding Principal Payment Date:

                        CUSIP Number            Principal               Amount of principal
                        Payment Date
                        to be paid on
                        corresponding
                        Principal Payment
                        Date






                        NOTHING TO REPORT




                        G.                      Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount for the related Monthly
                        Period (as of the end of the prior Monthly Period):


                        Initial Dollar          Outstanding             Adjusted Outstanding    Nominal Liquidation
                        Principal  Amount
                        Principal
                        Principal Amount
                        Amount

                        Amount



                        Class A
                        Class A(2001-1)         $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00
                        Class A(2001-2)         $500,000,000.00         $500,000,000.00         $500,000,000.00         $500,000,000.00
                        Class A(2001-3)         $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00
                        Class A(2001-Emerald)   $4,000,000,000.00       $4,000,000,000.00       $4,000,000,000.00       $4,000,000,000.00
                        Class A(2001-4)         $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00
                        Class A(2001-5)         $500,000,000.00         $500,000,000.00         $500,000,000.00         $500,000,000.00
                        Class A(2002-1)         $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00
                        Class A(2002-2)         $656,175,000.00         $656,175,000.00         $656,175,000.00         $656,175,000.00
                        Class A(2002-3)         $750,000,000.00         $750,000,000.00         $750,000,000.00         $750,000,000.00

                        Total Class A:          $10,406,175,000.00      $10,406,175,000.00      $10,406,175,000.00      $10,406,175,000.00

                        Class B
                        Class B(2001-1)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00
                        Class B(2001-2)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00
                        Class B(2001-3)         $150,000,000.00         $150,000,000.00         $150,000,000.00         $150,000,000.00
                        Class B(2002-1)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00

                        Total Class B:          $900,000,000.00         $900,000,000.00         $900,000,000.00         $900,000,000.00

                        Class C
                        Class C(2001-1)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00
                        Class C(2001-2)         $100,000,000.00         $100,000,000.00         $100,000,000.00         $100,000,000.00
                        Class C(2001-3)         $400,000,000.00         $400,000,000.00         $400,000,000.00         $400,000,000.00
                        Class C(2001-4)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00
                        Class C(2001-5)         $150,000,000.00         $150,000,000.00         $150,000,000.00         $150,000,000.00
                        Class C(2002-1)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00

                        Total Class C:          $1,400,000,000.00       $1,400,000,000.00       $1,400,000,000.00       $1,400,000,000.00
                        Total:                  $12,706,175,000.00      $12,706,175,000.00      $12,706,175,000.00      $12,706,175,000.00



                        H. Class A Usage of Class B and Class C Subordinated Amounts:

                        Class A Usage of        Class A Usage of Class  Cumulative Class A      Cumulative Class A
                        Class B                 C Subordinated Amount   Usage of Class B        Usage of Class C
                        Subordinated Amount     for this Monthly Period Subordinated Amount     Subordinated Amount
                        for this Monthly
                        Period






                        NOTHING TO REPORT




                        I. Class B Usage of Class C Subordinated Amounts:
                        Class B Usage of Class C                        Cumulative Class B
                        Subordinated Amount for Usage of Class C
                        this Monthly Period     Subordinated Amount





                        NOTHING TO REPORT



                        J. Nominal Liquidation Amount for Tranches of Notes Outstanding during related Monthly Period:


                        Beginning Nominal       Increases from          Increases from          Reimbursements          Reductions due to       Reductions due to       Reductions due to       Ending Nominal
                        Liquidation Amount *    accretions on           amounts withdrawn       from Available          reallocations of        Investor                amounts on              Liquidation
                        Principal for           from the Principal      Funds                   Available Principal     Charge-Offs             deposit in the          Amount
                        Discount Notes          Funding                 Amounts                 Principal Funding
                        sub-Account in          sub-Account
                        respect of
                        Prefunding Excess
                        Amount





                        Class A
                        Class A(2001-1)         $1,000,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,000,000,000.00
                        Class A(2001-2)         $500,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $500,000,000.00
                        Class A(2001-3)         $1,000,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,000,000,000.00
                        Class A(2001-Emerald)   $4,000,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $4,000,000,000.00
                        Class A(2001-4)         $1,000,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,000,000,000.00
                        Class A(2001-5)         $500,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $500,000,000.00
                        Class A(2002-1)         $1,000,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,000,000,000.00
                        Class A(2002-2)         $656,175,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $656,175,000.00
                        Class A(2002-3)         $750,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $750,000,000.00
                        $10,406,175,000.00      $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $10,406,175,000.00
                        Class B
                        Class B(2001-1)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        Class B(2001-2)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        Class B(2001-3)         $150,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $150,000,000.00
                        Class B(2002-1)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        $900,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $900,000,000.00
                        Class C
                        Class C(2001-1)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        Class C(2001-2)         $100,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $100,000,000.00
                        Class C(2001-3)         $400,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $400,000,000.00
                        Class C(2001-4)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        Class C(2001-5)         $150,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $150,000,000.00
                        Class C(2002-1)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        $1,400,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,400,000,000.00
                         Total:                 $12,706,175,000.00      $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $12,706,175,000.00

                        *  The Beginning Nominal Liquidation Amount for Class A(2001-Emerald) is reported as of the end of the Monthly Period.



                        K. Excess Available Funds and 3 Month Excess Available Funds:
                        Excess Available Funds  79,909,307.21

                        Is 3 Month Excess Available Funds less than 0 ? (Yes/No)                        NO




                           IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly No

                        MBNA AMERICA BANK,



                        NATIONAL ASSOCIATION,



                         as Beneficiary of the MBNA Credit
                        Card Master Note Trust



                         and

                         as Servicer of the MBNA Master
                        Credit Card Trust II


                           Name:                Christopher Harris
                           Title:                                       First Vice President




MBNAseries
C-1
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