-----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, Pxx0S3sL3AQZYqm+nchQc8vmm2XG3AUqW3ROGFZPiyXtLYW+2HpnuIpppEyVDIMw tPk9oKqAdYpELwYyFs7HIQ== 0000936988-99-000013.txt : 19990402 0000936988-99-000013.hdr.sgml : 19990402 ACCESSION NUMBER: 0000936988-99-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 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: 99582612 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: 99582613 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 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, 1998 333-62025 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-A, Series 1994-B, Series 1994-C, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, 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-L, 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 1997-N, Series 1998-A, and Series 1998-D. 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-A, Series 1994-B, Series 1994-C ,Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, 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-L, 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 1997-N, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J. Supplements dated as of August 4, 1994, August 18, 1994, October 26, 1994, March 22, 1995, May 23, 1995, June 29, 1995, June 29, 1995, August 2, 1995, August 30, 1995, October 26, 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, December 3, 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, December 9, 1997, March 18, 1998, June 24, 1998, July 30, 1998, August 11, 1998, August 26, 1998, September 10, 1998, October 22, 1998, and October 29, 1998 respectively, by and between the Originator and the trustee, providing for the issuance of the MBNA Master Credit Card Trust II, Series 1994-A, Series 1994-B, Series 1994-C, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, 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-L, 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 1997-N, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J. 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 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, 1998. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1998, 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-A--- Class A- Bank of New York (The)- $ 50,750,000- 7.68% -Bankers Trust Company - 170,210,000- 25.74% -Boston Safe Deposit and Trust Company- 64,515,000- 9.76% -Chase Manhattan Bank- 56,030,000- 8.47% -Citibank, N.A.- 59,200,000- 8.95% -Investors Fiduciary Trust Company/SSB- 40,905,000- 6.19% -State Street Bank and Trust Company- 164,555,000- 24.89% Class B -Bank of New York (The)- $ 2,650,000 - 7.75% -Bankers Trust Company- 2,150,000- 6.29% -Boston Safe Deposit and Trust Company- 9,500,000- 27.78% -Chase Manhattan Bank- 17,200,000- 50.29% -FUNB - Phila. Main- 2,000,000- 5.85% - --- Series 1994-B--- Class A -Bank of New York (The)- $46,000,000- 5.29% -Chase Bank of Texas, N.A. - 130,000,000- 14.94% -Chase Manhattan Bank- 272,665,000- 31.34% -Investors Fiduciary Trust Company/SSB- 74,635,000- 8.58% -State Street Bank and Trust Company- 264,100,000- 30.36% Class B -Bank of New York (The) - $ 11,500,000- 25.56% -Chase Manhattan Bank- 33,500,000- 74.44% - --- Series 1994-C--- Class A -Bank of New York (The)- $ 131,429,000- 15.11% -Bankers Trust Company- 103,900,000- 11.94% -Boston Safe Deposit and Trust Company- 54,800,000- 6.30% -Chase Manhattan Bank- 260,125,000- 29.90% -Chase Manhattan Bank/FI-TRAC 2- 50,000,000- 5.75% -Citibank, N.A.- 50,500,000- 5.80% -State Street Bank and Trust Company- 105,250,000- 12.10% Class B -Bankers Trust Company- $ 4,000,000- 8.89% -Chase Manhattan Bank- 10,000,000- 22.22% -Investors Bank & Trust/M.F. Custody- 10,000,000- 22.22% -NBD Bank- 14,000,000- 31.11% -SSB - Bank Portfolio- 7,000,000- 15.56% - --- Series 1995-A--- Class A -Bank of New York (The)- $ 80,534,000- 16.10% -Bankers Trust Company- 40,100,000- 8.02% -Boston Safe Deposit and Trust Company- 63,050,000- 12.60% -Chase Manhattan Bank- 95,389,000- 19.07% -Citibank, N.A.- 140,000,000- 27.99% -Merrill Lynch, Pierce Fenner & Smith Safekeeping- 30,211,000- 6.04% Class B- Chase Manhattan Bank- $ 7,875,000- 30.43% -Citibank, N.A.- 8,000,000- 30.92% -Fuji Bank and Trust Company (The)- 10,000,000- 38.65% - --- Series 1995-B--- Class A -Bank of New York (The)- $ 402,000,000- 61.61% -Boston Safe Deposit and Trust Company- 102,500,000- 15.71% -First Union National Bank- 50,000,000- 7.66% -State Street Bank and Trust Company- 60,000,000- 9.20% Class B -Chase Manhattan Bank- $ 6,250,000- 18.52% -Citibank, N.A.- 7,500,000- 22.22% -State Street Bank and Trust Company- 20,000,000- 59.26% - --- Series 1995-C--- Class A -Bank of New York (The)- $ 40,315,000- 8.06% -Bankers Trust Company- 28,890,000- 5.78% -Boston Safe Deposit and Trust Company- 71,768,000- 14.35% -Chase Manhattan Bank- 51,240,000- 10.24% -Investors Fiduciary Trust Company/SSB- 49,615,000- 9.92% -Northern Trust Company (The)- 25,847,000- 5.17% -State Street Bank and Trust Company- 120,320,000- 24.05% Class B -NBD Bank - $ 25,875,000- 100.00% - --- Series 1995-D--- Class A -Bank of New York (The)- $ 37,925,000- 8.72% -Bankers Trust Company- 35,354,000- 8.13% -Boston Safe Deposit and Trust Company- 26,150,000- 6.01% -Chase Manhattan Bank- 96,215,000- 22.12% -Northern Trust Company (The)- 46,445,000- 10.68% -State Street Bank and Trust Company- 68,706,000- 15.79% Class B -NBD Bank - $ 22,500,000- 100.00% - --- Series 1995-E--- Class A -Bank of New York (The)- $ 71,725,000- 16.49% -Bankers Trust Company- 65,000,000- 14.94% -Chase Manhattan Bank- 132,675,000- 30.50% -Citibank, N.A.- 25,600,000- 5.89% -Marine/Treasury Investments- 24,375,000- 5.60% -Merrill Lynch, Pierce Fenner & Smith Safekeeping- 50,000,000- 11.49% -State Street Bank and Trust Company- 26,790,000- 6.16% Class B -Citibank, N.A.- $ 10,000,000- 44.44% -NBD Bank - 12,500,000- 55.56% - --- Series 1995-F--- Class A -Bank of New York (The)- $ 72,760,001- 15.99% -Bankers Trust Company- 31,430,000- 6.91% -Boston Safe Deposit and Trust Company- 63,350,000- 13.92% -Chase Manhattan Bank- 36,030,000- 7.92% -Chase Manhattan Bank/Salomon- 22,945,000- 5.04% -FUNB - Phila. Main- 23,445,000- 5.15% -Merrill Lynch, Pierce Fenner & Smith Safekeeping- 31,045,000- 6.82% -State Street Bank and Trust Company- 85,475,000- 18.79% Class B -Chase Manhattan Bank- $ 18,750,000- 100.00% - --- Series 1995-I--- Class A -Bank of New York (The)- $ 114,830,000- 17.60% -Boston Safe Deposit and Trust Company- 56,365,000- 8.64% -Chase Manhattan Bank- 292,150,000- 44.77% -State Street Bank and Trust Company- 122,850,000- 18.83% Class B -Bank of New York (The)- $ 10,000,000- 29.63% -Citibank, N.A.- 7,000,000- 20.74% -LBI - Lehman Government Securites, Inc.- 3,500,000- 10.37% -NBD Bank - 13,250,000- 39.26% - --- Series 1995-J--- Class A -Bank of New York (The)- $ 47,970,000- 11.03% -Bankers Trust Company- $ 73,500,000- 16.90% -Boston Safe Deposit and Trust Company- 46,500,000- 10.69% -Chase Manhattan Bank- 153,770,000- 35.35% -Fuji Bank and Trust Company (The)- 25,000,000- 5.75% -State Street Bank and Trust Company- 28,750,000- 6.61% -U.S. Bank National Association- 25,000,000- 5.75% Class B -NBD Bank- $ 22,500,000- 100.00% - --- Series 1996-A--- Class A -Bank of New York (The)- $ 228,400,000- 37.50% -Bankers Trust Company- 55,000,000- 9.03% -Chase Manhattan Bank- 135,500,000- 22.25% -Citibank, N.A.- 36,500,000- 5.99% -Merrill Lynch, Pierce Fenner & Smith- 50,000,000- 8.21% 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- Bankers Trust Company- $ 37,000,000- 8.51% -Boston Safe Deposit and Trust Company- 44,730,000- 10.28% -Chase Bank of Texas, N.A.- 23,000,000- 5.29% -Chase Manhattan Bank- 62,600,000- 14.39% -Citibank, N.A.- 115,170,000- 26.48% -Fuji Bank and Trust Company (The)- 25,000,000- 5.75% -Marine/Treasury Investments- 30,500,000- 7.01% -NBD Bank- 24,000,000- 5.52% -State Street Bank and Trust Company- 33,000,000- 7.59% Class B -Boston Safe Deposit and Trust Company- $ 22,500,000- 100.00% - --- Series 1996-C--- Class A -Bank of New York (The)- $ 432,000,000- 99.31% Class B -Bankers Trust/Dealer Clearance- $ 20,500,000- 91.11% -LBI - Lehman Government Securites, Inc.- 2,000,000- 8.89% - --- Series 1996-D--- Class A -Bank of New York (The)- $ 160,720,000- 18.91% -Bankers Trust Company- 42,630,000- 5.02% -Chase Manhattan Bank- 274,490,000- 32.29% -Citibank, N.A.- 55,000,000- 6.47% -Northern Trust Company (The)- 72,301,000- 8.51% -State Street Bank and Trust Company- 169,509,000- 19.94% Class B -Bank of New York (The)- $ 18,000,000- 24.00% -Chase Manhattan Bank- 20,000,000- 26.67% -Citibank, N.A.- 22,000,000- 29.33% -Harris Trust & Savings Bank- 5,000,000- 6.67% -Investors Bank % Trust/M.F. Custody - 10,000,000- 13.33% - --- Series 1996-E--- Class A- Bank of New York (The)- $ 56,665,000- 8.89% -Bankers Trust Company- 132,000,000- 20.71% -BNY/ITC - Dealers Clearance Special- 50,000,000- 7.84% -Chase Bank of Texas- 60,000,000- 9.41% -Chase Manhattan Bank- 60,790,000- 9.54% -State Street Bank and Trust Company - 127,720,000- 20.03% -Swiss American Securities, Inc.- 49,000,000- 7.69% Class B -Bank of New York (The)- $ 5,000,000- 8.89% -Bankers Trust Company- 20,000,000- 35.56% -Boston Safe Deposit and Trust Company- 10,000,000- 17.78% -Chase Manhattan Bank- 11,450,000- 20.36% -Harris Trust & Savings Bank- 5,000,000- 8.89% - --- Series 1996-G--- Class A -Bankers Trust Company- $ 90,000,000- 21.18% -Banque National DeParis- 40,500,000- 9.53% -Chase Manhattan Bank- 75,000,000- 17.65% -Citibank, N.A.- 59,000,000- 13.88% -Chase Manhattan Bank/MSTC- 37,500,000- 8.82% -Harris Trust & Savings Bank- 45,000,000- 10.59% -Merrill Lynch, Pierce Fenner & Smith- 50,050,000- 11.78% Class B -Bank of New York (The)- $ 5,000,000- 13.33% -Bankers Trust Company- 27,500,000- 73.33% -Chase Manhattan Bank- 5,000,000- 13.33% - --- Series 1996-H--- Class A -Bankers Trust Company- $ 222,725,000- 21.84% -Boston Safe Deposit and Trust Company- 223,305,000- 21.89% -Chase Manhattan Bank- 139,275,000- 13.65% -Citibank, N.A.- 94,600,000- 9.27% -First Union National Bank- 51,060,000- 5.01% -Northern Trust Company (The)- 124,645,000- 12.22% -State Street Bank and Trust Company- 66,305,000- 6.50% Class B -BT Alex. Brown Incorporated-CP- $ 12,000,000- 13.33% -Bankers Trust/Investment Account- 15,000,000- 16.67% -Chase Manhattan Bank- 50,600,000- 56.22% -Citibank, N.A. 10,000,000- 11.11% Series 1996-J--- Class A -Bank of New York (The)- $ 141,155,000- 16.61% -Bankers Trust Company- 42,965,000- 5.05% -Chase Manhattan Bank- 248,645,000- 29.25% -Chase Manhattan Bank/FI-Trac 2- 50,000,000- 5.88% -Marine/Treasury Investments- 43,925,000- 5.17% -State Street Bank and Trust Company- 102,857,000- 12.10% -Warburg Dillon Read LLC- 93,000,000- 10.94% Class B -Bankers Trust Company- $ 30,000,000- 40.00% -Boston Safe Deposit and Trust Company- 25,000,000- 33.33% -Chase Manhattan Bank- 20,000,000- 26.67% Series 1996-K--- Class A -Bank of New York (The)- $ 60,940,000- 7.17% -Bankers Trust Company- 304,465,000- 35.82% -Boston Safe Deposit and Trust Company- 51,546,000- 6.06% -Chase Bank of Texas, N.A.- 358,454,000- 42.17% Class B -Bank of New York (The)- $ 25,000,000- 33.33% -Bankers Trust Company- 45,000,000- 60.00% -Chase Manhattan Bank- 5,000,000- 6.67% Series 1996-L--- Class A -Bankers Trust Company- $ 127,500,000- 30.00% -Boston Safe Deposit and Trust Company- 51,000,000- 12.00% -Northern Trust Company (The)- 70,500,000- 16.59% -State Street Bank and Trust Company- 139,000,000- 32.71% Class B -Bank of New York (The)- $ 10,000,000- 26.67% -Chase Manhattan Bank- 25,000,000- 66.67% Series 1996-M--- Class A -Bank of New York (The)- $ 27,450,000- 6.46% -Banque National de Paris- 49,850,000- 11.73% -Chase Manhattan Bank- 120,150,000- 28.27% -Citibank, N.A.- 90,300,000- 21.25% -Deutsche Bank A.G., New York Branch- 51,600,000- 12.14% -State Street Bank and Trust Company- 26,000,000- 6.12% Class B -Bank of New York (The)- $ 27,000,000- 72.00% -Chase Manhattan Bank- 4,500,000- 12.00% -LBI - Lehman Government Securites, Inc.- 6,000,000- 16.00% Series 1997-B--- Class A -Bank of New York (The)- $ 146,500,000- 17.24% -Chase Bank of Texas, N.A.- 362,780,000- 42.68% -Chase Manhattan Bank- 138,020,000- 16.24% -Goldman, Sachs & Co.- 85,500,000- 10.06% -Merrill Lynch, Pierce Fenner & Smith- 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% -Chase Manhattan Bank- 65,000,000- 86.67% Series 1997-C--- Class A -Bank of New York (The)- $ 43,000,000- 6.75% -Boston Safe Deposit and Trust Company- 92,000,000- 14.43% -Chase Manhattan Bank- 144,290,000- 22.63% -Citibank, N.A.- 200,210,000- 31.41% -State Street Bank and Trust Company- 77,000,000- 12.08% Class B -Bankers Trust Company- $ 14,250,000- 25.33% -Boston Safe Deposit and Trust Company- 37,000,000- 65.78% -NBD Bank 5,000,000- 8.89% Series 1997-E--- Class A -Bank of New York (The)- $ 55,000,000- 8.63% -Bankers Trust Company- 115,000,000- 18.04% -Boston Safe Deposit and Trust Company- 63,000,000- 9.88% -Chase Manhattan Bank- 89,500,000- 14.04% -Citibank, N.A.- 95,250,000- 14.94% -State Street Bank and Trust Company- 174,250,000- 27.33% Class B -Brown Brothers Harriman & Co.- $ 5,000,000- 8.89% -Chase Manhattan Bank- 31,250,000- 55.56% -NBD Bank - 15,000,000- 26.67% -State Street Bank and Trust Company- 5,000,000- 8.89% Series 1997-F--- Class A -Bank of New York (The)- $ 69,890,000- 11.65% -Bankers Trust Company- 229,765,000- 37.79% -Boston Safe Deposit and Trust Company- 73,805,000- 12.30% -Chase Manhattan Bank- 38,615,000- 6.44% -Northern Trust Company (The)- 46,200,000- 7.70% -State Street Bank and Trust Company- 42,530,000- 7.09% Class B -Bankers Trust Company- $ 13,000,000- 24.53% -Boston Safe Deposit and Trust Company- 10,000,000- 18.87% -Chase Manhattan Bank- 20,000,000- 37.74% -NBD Bank - 10,000,000- 18.87% Series 1997-I--- Class A- Bank of New York (The)- $ 103,472,000- 16.23% -Bankers Trust Company- 96,140,000- 15.08% -Boston Safe Deposit and Trust Company- 88,428,000- 13.87% -Chase Manhattan Bank- 110,669,000- 17.36% -Deutsche Bank A.G.- 50,000,000- 7.84% -Fifth Third Bank/State Teachers Retirement of Ohio- 35,070,000- 5.50% Class B -Chase Manhattan Bank- $ 9,250,000- 16.44% -Citibank, N.A.- 7,000,000- 12.44% -LBI - Lehman Government Securites, Inc.- 25,000,000- 44.44% -State Street Bank and Trust Company- 15,000,000- 26.67% Series 1997-J--- Class A -The Bank of New York/Barclays De Zoete Wedd Securities- $ 145,000,000- 22.75% -Chase Manhattan Bank- 102,450,000- 16.07% -Citibank, N.A.- 45,950,000- 7.21% -State Street Bank and Trust Company- 230,000,000- 36.08% Class B -Bankers Trust Company- $ 15,000,000- 26.67% -Citibank, N.A.- 5,000,000- 8.89% -LBI - Lehman Government Securites, Inc.- 36,250,000- 64.44% - --- Series 1997-K--- Class A -SSB- Trust Custody- $ 599,500,000- 94.04% Class B -ABN AMRO Incorporated/Bond Trading- $ 15,250,000- 27.11% -Chase Manhattan Bank- 20,000,000- 35.56% -Citibank, N.A. 6,000,000- 10.67% -State Street Bank and Trust Company 15,000,000- 26.67% Series 1997-M--- Class A- Bankers Trust Company- $ 104,910,000- 16.46% -Chase Manhattan Bank- 148,300,000- 23.26% -State Street Bank and Trust Company- 320,515,000- 50.28% Class B -Boston Safe Deposit and Trust Company- $ 6,250,000- 11.11% -Chase Manhattan Bank- 50,000,000- 88.89% Series 1997-N --- Class A -Bankers Trust Company- $ 106,140,000- 13.87% -Boston Safe Deposit and Trust Company- 191,925,000- 25.09% -Chase Manhattan Bank- 41,610,000- 5.44% -Citibank, N.A.- 150,000,000- 19.61% -Northern Trust Company (The)- 73,015,000- 9.54% -State Street Bank and Trust Company- 125,515,000- 16.41% Class B -Bank of New York (The)- $ 20,000,000- 29.63% -Chase Manhattan Bank- 25,000,000- 37.04% -Harris Trust & Savings Bank- 22,500,000- 33.33% - --- Series 1998-A--- Class A -Bank of New York (The)- $ 40,500,000- 6.35% -Bankers Trust Company- 130,000,000- 20.39% -Brown Brothers Harriman & Co.- 80,000,000- 12.55% -Chase Manhattan Bank- 35,000,000- 5.49% -Citibank, N.A.- 32,000,000- 5.02% -First Union National Bank- 60,505,000- 9.49% -State Street Bank and Trust Company- 226,005,000- 35.45% Class B -Chase Manhattan Bank- $ 56,250,000- 100.00% - --- Series 1998-C--- Class A -Bankers Trust Company- $ 90,000,000- 14.12% -Chase Manhattan Bank- 217,000,000- 34.04% -Citibank, N.A.- 67,500,000- 10.59% -State Street Bank and Trust Company- 213,800,000- 33.54% Class B -Bank of New York (The)- $ 7,500,000- 13.33% -Bankers Trust Company- 35,000,000- 62.22% -Chase Manhattan Bank- 13,750,000- 24.44% Series 1998-D--- Class A -Bank of New York (The)- $ 24,229,000- 5.10% -Bankers Trust Company- 125,327,000- 26.38% -Bank of New York (The) - Fleet N.W.1- 100,000,000- 21.05% -Boston Safe Deposit and Trust Company- 33,400,000- 7.03% -Citibank, N.A.- 54,030,000- 11.37% -Keybank National Association 25,360,000 5.34% State Street Bank and Trust Company- 40,651,000- 8.56% Class B -Bank of New York (The)- $ 8,050,000- 19.17% -BT Alex. Brown Incorporated-CP- 10,000,000- 23.81% -Chase Manhattan Bank- 22,000,000- 52.38% Series 1998-E--- Class A -State Street Bank and Trust Company- $ 750,000,000- 100.00% Class B -Bankers Trust Company- $ 66,200,000- 100.00% - --- - --- Series 1998-F--- Class A -Bankers Trust Company- $ 125,000,000- 29.41% -Boston Safe Deposit and Trust Company- 92,000,000- 21.65% -Chase Manhattan Bank- 75,000,000- 17.65% -Chase Manhattan Bank/FI-TRAC 2- 39,000,000- 9.18% -Citibank, N.A.- 82,700,000- 19.46% Class B -Bankers Trust Company- $ 37,500,000- 100.00% Series 1998-G--- Class A- State Street Bank and Trust Company $ 637,500,000- 100.00% Class B -Bankers Trust Company- $ 31,250,000- 56.56% -Chase Manhattan Bank 15,000,000 26.67% -NBD Bank- 10,000,000- 17.78% Series 1998-I--- Class A -Bank of New York (The)- $ 236,180,000- 37.05% -Chase Manhattan Bank- 70,000,000- 10.98% -Citibank, N.A.- 71,900,000- 11.28% -Fuji Bank and Trust Company (The)- 50,000,000- 7.84% -Northern Trust Company (The)- 55,170,000- 8.65% -State Street Bank and Trust Company - 51,000,000- 8.00% Class B -Citibank, N.A.- $ 12,500,000- 22.22% -Fuji Bank and Trust Company (The)- 25,000,000- 44.44% -Harris Trust & Savings Bank- 3,000,000- 5.33% -SSB - Bank Portfolio- 15,750,000- 28.00% Series 1998-J- - -- Class A -Bank of New York (The)- $ 85,490,000- 12.95% -Bankers Trust Company- 59,600,000- 9.03% -Boston Safe Deposit and Trust Company- 70,090,000- 10.62% -Chase Manhattan Bank- 38,367,000- 5.81% -Northern Trust Company (The)- 36,985,000- 5.60% -State Street Bank and Trust Company - 263,820,000- 39.97% Class B -Boston Safe Deposit and Trust Company- $ 10,000,000- 22.22% -Chase Manhattan Bank- 25,000,000- 55.56% -State Street Bank and Trust Company - 10,000,000- 22.22%
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 7, 1998 with respect to Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, 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-L, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J. The Annual Accountant's report with respect to Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I and Series 1998-J is not required until August 31, 1999. 99.02 Annual Servicer's Certificate dated August 7, 1998 with respect to Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, 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-L, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J. The Annual Servicer's Certificate with respect to Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J is not required until August 31, 1999. 99.03 Year 2000 Information (b) Three reports on Form 8-K were filed on October 14, 1998, November 13, 1998, and December 15, 1998, respectively, by the registrant for each month during the quarter ended December 31, 1998. This report included the following: Item 2. Acquisition or Disposition of Assets 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 31, 1999 By: /s/ David Martini ------------------------------- David Martini Vice President EX-99.1 2 2 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, 3.06(b), 4.02(a) and 4.03(a) and (c) 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 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 board of directors and management of MBNA 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 7, 1998
Attachment A Pooling and Servicing Series Supplement Date of Underwriting Series Dated PSA Supplement Sections Compliance Period Lead Underwriter Agreement 1994-A August 4, 1994, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First July 28, 1994 as amended 5.02(a), 9(c) and (d) and 11 Boston 1994-B August 18, 1994, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. August 11, 1994 as amended 5.02(a), 9(c) and (d) and 11 1994-C October 26, 1994, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. October 19, 1994 as amended 5.02(a), 9(c) and (d) and 11 1994-D October 26, 1994, 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv),7/1/97 - 11/17/97 Merrill Lynch & Co. October 19, 1994 as amended 4.09, 4.10, 5.02(a), 9(c) and (d) and 11 1994-E December 15, 1994,3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 as amended 5.02(a), 10(c) and (d) and 12 1995-A March 22, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. March 15, 1995 as amended 5.02(a), 9(c) and (d) and 11 1995-B May 23, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. May 15, 1995 as amended 5.02(a), 9(c) and (d) and 11 1995-C June 29, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 7/1/97 - 6/30/98 Lehman Brothers June 22, 1995 as amended 5.02(a), 9(c) and (d) and 12 1995-D June 29, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 7/1/97 - 6/30/98 Lehman Brothers June 22, 1995 as amended 5.02(a), 9(c) and (d) and 12 1995-E August 2, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First July 26, 1995 as amended 5.02(a), 9(c) and (d) and 11 Boston 1995-F August 30, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First August 16, 1995 as amended 5.02(a), 9(c) and (d) and 11 Boston 1995-G September 27, 19953(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers September 22, 1995 as amended 5.02(a), 9(c) and (d) and 11 1995-H September 28, 19953(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Barclays de Zoete September 22, 1995 as amended 5.02(a), 9(c) and (d) and 11 Wedd Limited 1995-I October 26, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. October 19, 1995 as amended 5.02(a), 9(c) and (d) and 11 1995-J November 21, 1995,3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J. P. Morgan & Co. November 14, 1995 as amended 5.02(a), 9(c) and (d) and 11 1996-A February 28, 1996,3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Goldman, Sachs & Co. February 21, 1996 as amended 5.02(a), 9(c) and (d) and 11 1996-B March 26, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers March 18, 1996 5.02(a), 9(c) and (d) and 11 1996-C March 27, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. March 20, 1996 5.02(a), 9(c) and (d) and 11 1996-D May 1, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. April 24, 1996 5.02(a), 9(c) and (d) and 11 1996-E May 21, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. May 13, 1996 5.02(a), 9(c) and (d) and 11 1996-F June 25, 1996, 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 7/1/97 - 6/30/98 as amended 5.02, 10(c) and (d) and 12 1996-G July 17, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers July 10, 1996 5.02(a), 9(c) and (d) and 11 1996-H August 14, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Goldman, Sachs & Co. August 7,1996 5.02(a), 9(c) and (d) and 11 1996-I September 25, 19963(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Class A: Merrill Lynch September 20,1996 5.02(a), 10(c) and (d) and 12 Bank AG 1996-J September 19, 19963(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. September 12, 1996 5.02(a), 9(c) and (d) and 11 1996-K October 24, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Goldman, Sachs & Co. October 18, 1996 5.02(a), 9(c) and (d) and 11 1996-L December 3, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Salomon Brothers Inc November 19, 1996 5.02(a), 9(c) and (d) and 11 1996-M November 26, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First November 19, 1996 5.02(a), 9(c) and (d) and 11 Boston 1997-A January 30, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 5.02(a), 9(c) and (d) and 11 1997-B February 27, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers February 20, 1997 5.02(a), 9(c) and (d) and 11 1997-C March 26, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. March 19, 1997 5.02(a), 9(c) and (d) and 11 1997-D May 22, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 5.02(a), 10(c) and (d) and 12 1997-E May 8, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. April 24, 1997 5.02(a), 9(c) and (d) and 11 1997-F June 18, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers June 11, 1997 5.02(a), 9(c) and (d) and 11 1997-G June 18, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 5.02(a), 9(c) and (d) and 11 1997-H August 6, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 8/6/97 - 6/30/98 5.02(a), 10(c) and (d) and 12 1997-I August 26, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 8/26/97 - 6/30/98 Goldman, Sachs & Co. August 12, 1997 5.02(a), 9(c) and (d) and 11 1997-J September 10, 19973(b), 4.05(a)(i)-(iv), 4.09, 4.10, 9/10/97 - 6/30/98 Lehman Brothers September 4, 1997 5.02(a), 9(c) and (d) and 11 1997-K October 22, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 10/22/97 - 6/30/98 Credit Suisse First October 9, 1997 5.02(a), 9(c) and (d) and 11 Boston 1997-L November 13, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 11/13/97 - 6/30/98 5.02(a), 10(c) and (d) and 12 1997-M November 6, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 11/6/97 - 6/30/98 Salomon Brothers Inc October 28, 1997 5.02(a), 9(c) and (d) and 11 1997-N December 9, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 12/9/97 - 6/30/98 Merrill Lynch & Co. November 19, 1997 5.02(a), 9(c) and (d) and 11 1997-O December 23, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 12/23/97 - 6/30/98 5.02(a), 9(c) and (d) and 11 1998-A March 18, 1998 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 3/18/98 - 6/30/98 J.P. Morgan & Co. March 3, 1998 5.02(a), 9(c) and (d) and 11 1998-B April 14, 1998 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 4/14/98 - 6/30/98 5.02(a), 10(c) and (d) and 12 1998-C June 24, 1998 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 6/24/98 - 6/30/98 Salomon Brothers Inc June 10, 1998 5.02(a), 9(c) and (d) and 11
Report of Management on Credit Card Trust Internal Control and Pooling and Servicing Agreement Compliance Credit Card 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 trusts and pool, listed in Appendix I (the "Trusts and Pool" or individually "Trust and Pool"). These controls are designed to provide reasonable assurance to the Company's management and board of directors that Trust and Pool 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, Pooling and Servicing Agreement Supplements or the Receivables Purchase Agreement (the "Agreements") as specified in Appendix I, between MBNA as Seller and Owner/Servicer and the applicable Trustee or Agent (specific Agreements and Trustees or Agent 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 and Agent in accordance with the Agreements. - - Trust and Pool assets are segregated from those retained by MBNA in accordance with the Agreements. - - Expenses incurred by the Trusts and Pool are calculated and remitted in accordance with the Agreements. - - The additions of accounts to the Trusts and Pool are authorized in accordance with the Agreements. - - The removals of accounts from the Trusts and Pool are authorized in accordance with the Agreements. August 7, 1998 Page 2 Credit Card Trust Internal Control (continued) - - Trust and Pool assets amortizing out of the Trusts and Pool are calculated in accordance with the Agreements. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" and provided to the Trustee and Agent are reviewed by a Vice President or above prior to distribution. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" contain all information required by the Agreements. The Company has assessed it controls over the functions performed as servicer of the Trusts and Pool in relation to these criteria. Based upon this assessment, the Company believes that, as of June 30, 1998, its controls over the functions performed as servicer of the Trusts and Pool are effective in providing reasonable assurance that Trust and Pool 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 Agent 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 MBNA's 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 7, 1998 Page 3 MBNA America Bank, N.A. by: _/s/ M. Scot Kaufman__________________ M. Scot Kaufman Vice Chairman and Chief Financial Officer _/s/ Thomas D. Wren__________________ Thomas D. Wren Senior Executive Vice President and Treasurer _/s/ Randall J. Black for VPM____________ Victor P. Manning Senior Executive Vice President and Chief Accounting Officer _/s/ Douglas O. Hart_____________________ Douglas O. Hart Executive Vice President
Appendix I PSA Servicing PSA Covenants Trust PSA/RPA/ Suppl- Compliance AND RTA Date DATE PERIOD CONDITIONS MBNA Master Credit Card Trust I: TRUSTEE: Bankers Trust Company Series 1992-1 9/25/91* 5/29/92* 7/1/97 - 12/16/97 (1) Series 1992-2 9/25/91* 8/6/92* 7/1/97 - 2/17/98 (1) Series 1992-3 9/25/91* 11/24/92* 7/1/97 - 6/15/98 (1) Series 1993-1 9/25/91* 2/25/93* 7/1/97 - 6/30/98 (1) Series 1993-3 9/25/91* 8/24/93* 7/1/97 - 6/30/98 (1) Series 1993-4 9/25/91* 12/7/93* 7/1/97 - 6/30/98 (1) Series 1994-1 9/25/91* 2/25/94* 7/1/97 - 6/30/98 (1) Series 1994-2 9/25/91* 5/26/94* 7/1/97 - 6/30/98 (1) MBNA Master Credit Card Trust II: TRUSTEE: Bank of New York Series 1994-A 8/4/94* 8/4/94* 7/1/97 - 6/30/98 (2) Series 1994-B 8/4/94* 8/18/94* 7/1/97 - 6/30/98 (2) Series 1994-C 8/4/94* 10/26/94* 7/1/97 - 6/30/98 (2) Series 1994-D 8/4/94* 10/26/94* 7/1/97 - 11/1/97 (5) Series 1994-E 8/4/94* 12/15/94* 7/1/97 - 6/30/98 (4) Series 1995-A 8/4/94* 3/22/95* 7/1/97 - 6/30/98 (2) Series 1995-B 8/4/94* 5/23/95* 7/1/97 - 6/30/98 (2) Series 1995-C 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3) Series 1995-D 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3) Series 1995-E 8/4/94* 8/2/95* 7/1/97 - 6/30/98 (2) Series 1995-F 8/4/94* 8/30/95* 7/1/97 - 6/30/98 (2) Series 1995-G 8/4/94* 9/27/95* 7/1/97 - 6/30/98 (2) Series 1995-H 8/4/94* 9/28/95* 7/1/97 - 6/30/98 (2) Series 1995-I 8/4/94* 10/26/95* 7/1/97 - 6/30/98 (2) Series 1995-J 8/4/94* 11/21/95* 7/1/97 - 6/30/98 (2) Series 1996-A 8/4/94* 2/28/96* 7/1/97 - 6/30/98 (2) Series 1996-B 8/4/94* 3/26/96 7/1/97 - 6/30/98 (2) Series 1996-C 8/4/94* 3/27/96 7/1/97 - 6/30/98 (2) Series 1996-D 8/4/94* 5/1/96 7/1/97 - 6/30/98 (2) Series 1996-E 8/4/94* 5/21/96 7/1/97 - 6/30/98 (2) Series 1996-F 8/4/94* 6/25/96* 7/1/97 - 6/30/98 (6) Series 1996-G 8/4/94* 7/17/96 7/1/97 - 6/30/98 (2) Series 1996-H 8/4/94* 8/14/96 7/1/97 - 6/30/98 (2) Series 1996-I 8/4/94* 9/25/96 7/1/97 - 6/30/98 (7) Series 1996-J 8/4/94* 9/19/96 7/1/97 - 6/30/98 (2) Series 1996-K 8/4/94* 10/24/96 7/1/97 - 6/30/98 (2) Series 1996-L 8/4/94* 12/3/96 7/1/97 - 6/30/98 (2) Series 1996-M 8/4/94* 11/26/96 7/1/97 - 6/30/98 (2) Series 1997-A 8/4/94* 1/30/97 7/1/97 - 6/30/98 (2) Series 1997-B 8/4/94* 2/27/97 7/1/97 - 6/30/98 (2) Series 1997-C 8/4/94* 3/26/97 7/1/97 - 6/30/98 (2) Series 1997-D 8/4/94* 5/22/97 7/1/97 - 6/30/98 (7) Series 1997-E 8/4/94* 5/8/97 7/1/97 - 6/30/98 (2) Series 1997-F 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2) Series 1997-G 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2) Series 1997-H 8/4/94* 8/6/97 8/6/97 - 6/30/98 (7) Series 1997-I 8/4/94* 8/26/97 8/26/97 - 6/30/98 (2) Series 1997-J 8/4/94* 9/10/97 9/10/97 - 6/30/98 (2) Series 1997-K 8/4/94* 10/22/97 10/22/97 - 6/30/98 (2) Series 1997-L 8/4/94* 11/13/97 11/13/97 - 6/30/98 (7) Series 1997-M 8/4/94* 11/6/97 11/6/97 - 6/30/98 (2) Series 1997-N 8/4/94* 12/9/97 12/9/97 - 6/30/98 (2) Series 1997-O 8/4/94* 2/23/97 12/23/97 - 6/30/98 (2) Series 1998-A 8/4/94* 3/18/98 3/18/98 - 6/30/98 (2) Series 1998-B 8/4/94* 4/14/98 4/14/98 - 6/30/98 (7) Series 1998-C 8/4/94* 6/24/98 6/24/98 - 6/30/98 (2) MBNA Master Consumer Loan Trust Series 1997-1 8/4/94* 9/24/97 9/24/97 - 6/30/98 (9) MBNA Gold Reserve Trust TRUSTEE: Barclays Bk PLC, NY Branch 12/16/94 N/A 7/1/97 - 6/30/98 (8) * - Indicates agreement was amended PSA and PSA Supplement Covenants and Conditions (1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c) PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), 9(d), 9(f), 11 (2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11 (3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 5.02(a), 9(c), 9(d), 12 (4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12 (5) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11 (6) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02, 10(c), 10(d), 12 (7) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12 (8) RPA Sections - 3.03(a)(ii), 3.03(d), 3.03(e), 3.03(f), 3.03(g), 3.03(h), 3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d), 8.01(f), 10.03, 10.06(a), 10.06(b). (9) PSA Sections - 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3, 4.06(a)(i)-(iii) and (v), 4.10, 4.11, 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 with respect to the monthly certificates prepared by MBNA pursuant to subsection 3.04(b) of the Agreement and the reports prepared by MBNA's bank card processor and MBNA, which were the source of such amounts, other matters might have come to our attention that would have been reported to you. This report relates only to the comparison of the amounts in the "mathematical calculations" specified above and does not extend to any financial statements of MBNA taken as a whole. 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. 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 7, 1998
Attachment A Pooling and Servicing Series Supplement Dated Monthly Certificates Tested 1994 - A August 4, 1994, as amended July 1997, February 1998 and June 1998 1994 - B August 18, 1994, as amended July 1997, February 1998 and June 1998 1994 - C October 26, 1994, as amended July 1997, February 1998 and June 1998 1994 - D October 26, 1994, as amended July 1997a 1994 - E December 15, 1994, as amended July 1997, February 1998 and June 1998 1995 - A March 22, 1995, as amended July 1997, February 1998 and June 1998 1995 - B May 23, 1995, as amended July 1997, February 1998 and June 1998 1995 - C June 29, 1995, as amended July 1997, February 1998 and June 1998 1995 - D June 29, 1995, as amended July 1997, February 1998 and June 1998 1995 - E August 2, 1995, as amended July 1997, February 1998 and June 1998 1995 - F August 30, 1995, as amended July 1997, February 1998 and June 1998 1995 - G September 27, 1995, as amended July 1997, February 1998 and June 1998 1995 - H September 28, 1995, as amended July 1997, February 1998 and June 1998 1995 - I October 26, 1995, as amended July 1997, February 1998 and June 1998 1995 - J November 21, 1995, as amended July 1997, February 1998 and June 1998 1996 - A February 28, 1996, as amended July 1997, February 1998 and June 1998 1996 - B March 26, 1996 July 1997, February 1998 and June 1998 1996 - C March 27, 1996 July 1997, February 1998 and June 1998 1996 - D May 1, 1996 July 1997, February 1998 and June 1998 1996 - E May 21, 1996 July 1997, February 1998 and June 1998 1996 - F June 25, 1996, as amended July 1997, February 1998 and June 1998 1996 - G July 17, 1996 July 1997, February 1998 and June 1998 1996 - H August 14, 1996 July 1997, February 1998 and June 1998 1996 - I September 25, 1996 July 1997, February 1998 and June 1998 1996 - J September 19, 1996 July 1997, February 1998 and June 1998 1996 - K October 24, 1996 July 1997, February 1998 and June 1998 1996 - L December 3, 1996 July 1997, February 1998 and June 1998 1996 - M November 26, 1996 July 1997, February 1998 and June 1998 1997 - A January 30, 1997 July 1997, February 1998 and June 1998 1997 - B February 27, 1997 July 1997, February 1998 and June 1998 1997 - C March 26, 1997 July 1997, February 1998 and June 1998 1997 - D May 22, 1997 July 1997, February 1998 and June 1998 1997 - E May 8, 1997 July 1997, February 1998 and June 1998 1997 - F June 18, 1997 July 1997, February 1998 and June 1998 1997 - G June 18, 1997 July 1997, February 1998 and June 1998 1997 - H August 6, 1997 February 1998 and June 1998 1997 - I August 26, 1997 February 1998 and June 1998 1997 - J September 10, 1997 February 1998 and June 1998 1997 - K October 22, 1997 February 1998 and June 1998 1997 - L November 13, 1997 February 1998 and June 1998 1997 - M November 6, 1997 February 1998 and June 1998 1997 - N December 9, 1997 February 1998 and June 1998 1997 - O December 23, 1997 February 1998 and June 1998 1998 - A March 18, 1998 June 1998 1998 - B April 14, 1998 June 1998 a Series 1994-D terminated on November 17, 1997.
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, 1998, 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 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, 1998, 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 Certificate-holders 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 board of directors and management of MBNA 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 each 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 7, 1998
Attachment A Date of Underwriting Series Supplement Dated Lead Underwriter Subscription/Agreement 1994 - A August 4, 1994, as amended Credit Suisse First Boston July 28, 1994 1994 - B August 18, 1994, as amended Merrill Lynch & Co. August 11, 1994 1994 - C October 26, 1994, as amended Merrill Lynch & Co. October 19, 1994 1994 - E December 15, 1994, as amended 1995 - A March 22, 1995, as amended Merrill Lynch & Co. March 15, 1995 1995 - B May 23, 1995, as amended J.P. Morgan & Co. May 15, 1995 1995 - C June 29, 1995, as amended Lehman Brothers June 22, 1995 1995 - D June 29, 1995, as amended Lehman Brothers June 22, 1995 1995 - E August 2, 1995, as amended Credit Suisse First Boston July 26, 1995 1995 - F August 30, 1995, as amended Credit Suisse First Boston August 16, 1995 1995 - G September 27, 1995, as amended Lehman Brothers September 22, 1995 1995 - H September 28, 1995, as amended Barclays de Zoete Wedd Limited September 22, 1995 1995 - I October 26, 1995, as amended Merrill Lynch & Co. October 19, 1995 1995 - J November 21, 1995, as amended J. P. Morgan & Co. November 14, 1995 1996 - A February 28, 1996, as amended Goldman, Sachs & Co. February 21, 1996 1996 - B March 26, 1996 Lehman Brothers March 18, 1996 1996 - C March 27, 1996 Merrill Lynch & Co. March 20, 1996 1996 - D May 1, 1996 Merrill Lynch & Co. April 24, 1996 1996 - E May 21, 1996 J.P. Morgan & Co. May 13, 1996 1996 - F June 25, 1996, as amended 1996 - G July 17, 1996 Lehman Brothers July 10, 1996 1996 - H August 14, 1996 Goldman, Sachs & Co. August 7, 1996 1996 - I September 25, 1996 Class A: Merrill Lynch Bank AG September 20, 1995 1996 - J September 19, 1996 J.P. Morgan & Co. September 12, 1995 1996 - K October 24, 1996 Goldman, Sachs & Co. October 18, 1996 1996 - L December 3, 1996 Salomon Brothers Inc November 19, 1996 1996 - M November 26, 1996 Credit Suisse First Boston November 19, 1996 1997 - A January 30, 1997 1997 - B February 27, 1997 Lehman Brothers February 20, 1997 1997 - C March 26, 1997 Merrill Lynch & Co. March 19,1997 1997 - D May 22, 1997 1997 - E May 8, 1997 J.P. Morgan & Co. April 24, 1997 1997 - F June 18, 1997 Lehman Brothers June 11, 1997 1997 - G June 18, 1997 1997 - H August 6, 1997 1997 - I August 26, 1997 Goldman, Sachs & Co. August 12, 1997 1997 - J September 10, 1997 Lehman Brothers September 4, 1997 1997 - K October 22, 1997 Credit Suisse First Boston October 9, 1997 1997 - L November 13, 1997 1997 - M November 6, 1997 Salomon Brothers Inc October 28, 1997 1997 - N December 9, 1997 Merrill Lynch & Co. November 19, 1997 1997 - O December 23, 1997 1998-A March 18, 1998 J. P. Morgan & Co. March 3, 1998 1998-B April 14, 1998 1998-C June 24, 1998 Salomon Brothers Inc June 10, 1998
Report of Management on Credit Card Trust Internal Control and Pooling and Servicing Agreement Compliance Credit Card 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 trusts and pool, listed in Appendix I (the "Trusts and Pool" or individually "Trust and Pool"). These controls are designed to provide reasonable assurance to the Company's management and board of directors that Trust and Pool 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, Pooling and Servicing Agreement Supplements or the Receivables Purchase Agreement (the "Agreements") as specified in Appendix I, between MBNA as Seller and Owner/Servicer and the applicable Trustee or Agent (specific Agreements and Trustees or Agent 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 and Agent in accordance with the Agreements. - - Trust and Pool assets are segregated from those retained by MBNA in accordance with the Agreements. - - Expenses incurred by the Trusts and Pool are calculated and remitted in accordance with the Agreements. - - The additions of accounts to the Trusts and Pool are authorized in accordance with the Agreements. - - The removals of accounts from the Trusts and Pool are authorized in accordance with the Agreements. August 7, 1998 Page 2 Credit Card Trust Internal Control (continued) - - Trust and Pool assets amortizing out of the Trusts and Pool are calculated in accordance with the Agreements. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" and provided to the Trustee and Agent are reviewed by a Vice President or above prior to distribution. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" contain all information required by the Agreements. The Company has assessed it controls over the functions performed as servicer of the Trusts and Pool in relation to these criteria. Based upon this assessment, the Company believes that, as of June 30, 1998, its controls over the functions performed as servicer of the Trusts and Pool are effective in providing reasonable assurance that Trust and Pool 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 Agent 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 MBNA's 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 7, 1998 Page 3 MBNA America Bank, N.A. by: _/s/ M. Scot Kaufman__________________ M. Scot Kaufman Vice Chairman and Chief Financial Officer _/s/ Thomas D. Wren__________________ Thomas D. Wren Senior Executive Vice President and Treasurer _/s/ Randall J. Black for VPM____________ Victor P. Manning Senior Executive Vice President and Chief Accounting Officer _/s/ Douglas O. Hart_____________________ Douglas O. Hart Executive Vice President
Appendix I PSA Servicing PSA Covenants Trust PSA/RPA/ Suppl- Compliance AND RTA Date DATE PERIOD CONDITIONS MBNA Master Credit Card Trust I: TRUSTEE: Bankers Trust Company Series 1992-1 9/25/91* 5/29/92* 7/1/97 - 12/16/97 (1) Series 1992-2 9/25/91* 8/6/92* 7/1/97 - 2/17/98 (1) Series 1992-3 9/25/91* 11/24/92* 7/1/97 - 6/15/98 (1) Series 1993-1 9/25/91* 2/25/93* 7/1/97 - 6/30/98 (1) Series 1993-3 9/25/91* 8/24/93* 7/1/97 - 6/30/98 (1) Series 1993-4 9/25/91* 12/7/93* 7/1/97 - 6/30/98 (1) Series 1994-1 9/25/91* 2/25/94* 7/1/97 - 6/30/98 (1) Series 1994-2 9/25/91* 5/26/94* 7/1/97 - 6/30/98 (1) MBNA Master Credit Card Trust II: TRUSTEE: Bank of New York Series 1994-A 8/4/94* 8/4/94* 7/1/97 - 6/30/98 (2) Series 1994-B 8/4/94* 8/18/94* 7/1/97 - 6/30/98 (2) Series 1994-C 8/4/94* 10/26/94* 7/1/97 - 6/30/98 (2) Series 1994-D 8/4/94* 10/26/94* 7/1/97 - 11/1/97 (5) Series 1994-E 8/4/94* 12/15/94* 7/1/97 - 6/30/98 (4) Series 1995-A 8/4/94* 3/22/95* 7/1/97 - 6/30/98 (2) Series 1995-B 8/4/94* 5/23/95* 7/1/97 - 6/30/98 (2) Series 1995-C 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3) Series 1995-D 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3) Series 1995-E 8/4/94* 8/2/95* 7/1/97 - 6/30/98 (2) Series 1995-F 8/4/94* 8/30/95* 7/1/97 - 6/30/98 (2) Series 1995-G 8/4/94* 9/27/95* 7/1/97 - 6/30/98 (2) Series 1995-H 8/4/94* 9/28/95* 7/1/97 - 6/30/98 (2) Series 1995-I 8/4/94* 10/26/95* 7/1/97 - 6/30/98 (2) Series 1995-J 8/4/94* 11/21/95* 7/1/97 - 6/30/98 (2) Series 1996-A 8/4/94* 2/28/96* 7/1/97 - 6/30/98 (2) Series 1996-B 8/4/94* 3/26/96 7/1/97 - 6/30/98 (2) Series 1996-C 8/4/94* 3/27/96 7/1/97 - 6/30/98 (2) Series 1996-D 8/4/94* 5/1/96 7/1/97 - 6/30/98 (2) Series 1996-E 8/4/94* 5/21/96 7/1/97 - 6/30/98 (2) Series 1996-F 8/4/94* 6/25/96* 7/1/97 - 6/30/98 (6) Series 1996-G 8/4/94* 7/17/96 7/1/97 - 6/30/98 (2) Series 1996-H 8/4/94* 8/14/96 7/1/97 - 6/30/98 (2) Series 1996-I 8/4/94* 9/25/96 7/1/97 - 6/30/98 (7) Series 1996-J 8/4/94* 9/19/96 7/1/97 - 6/30/98 (2) Series 1996-K 8/4/94* 10/24/96 7/1/97 - 6/30/98 (2) Series 1996-L 8/4/94* 12/3/96 7/1/97 - 6/30/98 (2) Series 1996-M 8/4/94* 11/26/96 7/1/97 - 6/30/98 (2) Series 1997-A 8/4/94* 1/30/97 7/1/97 - 6/30/98 (2) Series 1997-B 8/4/94* 2/27/97 7/1/97 - 6/30/98 (2) Series 1997-C 8/4/94* 3/26/97 7/1/97 - 6/30/98 (2) Series 1997-D 8/4/94* 5/22/97 7/1/97 - 6/30/98 (7) Series 1997-E 8/4/94* 5/8/97 7/1/97 - 6/30/98 (2) Series 1997-F 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2) Series 1997-G 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2) Series 1997-H 8/4/94* 8/6/97 8/6/97 - 6/30/98 (7) Series 1997-I 8/4/94* 8/26/97 8/26/97 - 6/30/98 (2) Series 1997-J 8/4/94* 9/10/97 9/10/97 - 6/30/98 (2) Series 1997-K 8/4/94* 10/22/97 10/22/97 - 6/30/98 (2) Series 1997-L 8/4/94* 11/13/97 11/13/97 - 6/30/98 (7) Series 1997-M 8/4/94* 11/6/97 11/6/97 - 6/30/98 (2) Series 1997-N 8/4/94* 12/9/97 12/9/97 - 6/30/98 (2) Series 1997-O 8/4/94* 2/23/97 12/23/97 - 6/30/98 (2) Series 1998-A 8/4/94* 3/18/98 3/18/98 - 6/30/98 (2) Series 1998-B 8/4/94* 4/14/98 4/14/98 - 6/30/98 (7) Series 1998-C 8/4/94* 6/24/98 6/24/98 - 6/30/98 (2) MBNA Master Consumer Loan Trust Series 1997-1 8/4/94* 9/24/97 9/24/97 - 6/30/98 (9) MBNA Gold Reserve Trust TRUSTEE: Barclays Bk PLC, NY Branch 12/16/94 N/A 7/1/97 - 6/30/98 (8) * - Indicates agreement was amended PSA and PSA Supplement Covenants and Conditions (1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c) PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), 9(d), 9(f), 11 (2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11 (3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 5.02(a), 9(c), 9(d), 12 (4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12 (5) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11 (6) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02, 10(c), 10(d), 12 (7) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12 (8) RPA Sections - 3.03(a)(ii), 3.03(d), 3.03(e), 3.03(f), 3.03(g), 3.03(h), 3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d), 8.01(f), 10.03, 10.06(a), 10.06(b). (9) PSA Sections - 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3, 4.06(a)(i)-(iii) and (v), 4.10, 4.11, 10(c), 10(e).
EX-99.2 3 EXHIBIT D FORM OF 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, 1998 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 and no material default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 6 below. 6. The following is a description of each material default in the performance of the Servicer's obligations under the provisions of the Pooling and Servicing Agreement known to me to have been made during the twelve month period ended June 30, 1998, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: "None" IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 25th day of August, 1998. ___/s/David Martini Name: David Martini Title: Vice President EX-99.3 4 Exhibit 99.03 Year 2000 Information YEAR 2000 PROJECT OVERVIEW. Like most major financial institutions, MBNA Corporation (the "Corporation") parent corporation to MBNA America Bank, National Association, which is servicer to the MBNA Master Credit Card Trust II, is highly dependent upon technology to deliver products and services to its customers. Credit card transactions and authorizations require a variety of voice and data networks, and service providers to operate successfully. Sophisticated computer and telecommunication systems enable the Corporation to process these transactions and service customer accounts. Many computer applications have been written using two digits rather than four to define the applicable year, and therefore may not recognize a date using "00" as the Year2000. If proper steps are not taken to address this issue, an inability of the application to properly process transactions with dates in the Year 2000 or thereafter could result. The Corporation began its Year 2000 Project (the "Project") to address this issue in 1994. The Project is organized into six major components: Application Software; Infrastructure; Business Unit; Telecommunication; Desktop Infrastructure; and Readiness Testing. The Application Software component includes all internally developed and purchased software used to perform specific business functions. This portion of the Project encompasses nearly all mission critical applications, including systems that service and support loans, deposits, customer service activities, and financial systems. The Infrastructure component includes the computer hardware and associated system's software upon which Application Software is run, and includes Mainframe and Distributed system platforms. The Business Unit component encompasses application software, developed or acquired, managed outside the technology area. It also includes all vendor supplied services and non-technology equipment, such as building operation and security systems. The Telecommunication component incorporates all voice and data networking and switching components; voice response technology; and local, long distance, and international telecommunication services. The Desktop Infrastructure component addresses local area network and desktop computing environments and includes all hardware and software components. The Readiness Testing component is the final comprehensive integrated test of Application Software and Infrastructure in a fully Year 2000 compliant environment. This will include interfaces with major vendors such as MasterCard International and Visa International. The Corporation has substantially completed the Application Software, Infrastructure, Business Unit, Telecommunication, and Desktop Infrastructure components of the Project. This included the assessment, renovation, validation and implementation phases. Assessment activities will continue throughout 1999to minimize overall risk. During 1999, the Corporation will complete implementation of any newly purchased software, perform the readiness testing, and finalize contingency plans. PROJECT READINESS. The Application Software and Infrastructure, the most substantial components of the Project, are complete and have been implemented into production, with the exception of a small number of purchased software packages. Application Software is extensively tested for Year 2000 readiness prior to placing it into production. The Corporation expects that the updates to the remaining purchased software packages will be implemented by June 30,1999. Business Unit efforts, which primarily involve work with third-party vendors, are estimated to be approximately 75% complete. The Corporation's business units have completed Year 2000 assessments and are in varying stages of renovation, validation and implementation. Vendors have been contacted regarding their progress and regular meetings and site visits have been, and will continue to be, held with critical vendors to evaluate their progress. Remediation of Business Unit's applications is planned and on track to be completed by June 30, 1999. The Corporation does not have significant Year 2000exposure from non-technology equipment. Internal telecommunication hardware and software upgrades are substantially completed. The Corporation is actively participating in various telecommunication forums in order to monitor telecommunication service provider readiness and to establish interoperability testing standards. The Desktop Infrastructure efforts are substantially completed with final completion expected by March 31, 1999. A standalone test environment is currently being constructed to perform extensive final readiness testing. A standalone test environment is separate from the Corporation's production systems and thus reduces the risk that testing will disrupt the Corporation's operations. This environment will include a voice and data network as well as mainframe, distributed, and desktop computers. All critical applications will be fully tested in a Year 2000compliant environment as a final assurance step. Testing within the mainframe environment has started and is expected to be rolled out to the full environment by April 1999. Testing will continue through September 1999,incorporating all critical Year 2000 dates. This environment will be maintained throughout 1999 in order to allow testing of significant system changes and newly acquired software. The Corporation relies on various third-parties to perform processing services and to supply critical system applications. Critical third-party provided software applications are being tested regardless of vendor statements to fitness to ensure Year 2000 compliance. Regular meetings and site visits are being held with MasterCard International, Visa International and other critical third party service providers to evaluate and monitor their project status. COSTS. The total cost associated with required modifications to become Year2000 compliant is not expected to be material to the Corporation's consolidated financial position. The estimated total cost of the Project is expected to be approximately $40 million. Costs incurred and expensed through December 31,1998 were approximately $20 million. The majority of the remaining cost is associated with conducting the readiness testing, preparing contingency plans, and staffing a transition team for early 2000. RISKS. Because the Corporation's business is highly reliant on various types of computer technologies, disruptions caused by Year 2000 failures have the potential to have a material impact on the Corporation's operations, liquidity, and financial condition. Due primarily to the general uncertainty of the Year2000 readiness of some third-party providers, at this time the Corporation cannot with substantial certainty determine whether or not consequences of Year2000 failures will have a material impact on the Corporation's results of operations, liquidity or financial condition. Based on the current project status and extensive testing completed and planned, the Corporation expects any internal Year 2000 system failure will be handled in the normal course of business and will not have a significant impact on the Corporation. It is more likely that any impact will result from a third-party that the Corporation conducts business with directly or indirectly. A likely worst case scenario would involve major disruption of the telecommunications network, a major disruption in the supply of electrical power, failure of one or more of the primary financial switching networks or, in the United Kingdom, failure of the primary data servicing provider. Revenues could be negatively impacted if Year2000 failures prevent the Corporation or other entities from processing customer transactions and cause customers to curtail credit card spending for a period of time. CONTINGENCY PLANS. The Corporation has a standing contingency plan that addresses various types of business interruptions. This plan is tested and updated on a regular basis. The Corporation has been and will continue to develop contingency plans to address possible negative impacts specific to the Year 2000 problem. Plans are complete and in place for any critical third-party software application which will not be Year 2000 compliant. At this time it is not expected that these plans will need to be implemented. Contingency plans for critical third-party providers are in varying stages of development. These plans are expected to be completed by June 30, 1999. The Corporation maintains a standing contingency plan to address liquidity and capital needs. A plan specific to Year 2000 implications has been completed. This plan will continue to be modified as necessary based on identified or perceived market risks. Efforts are underway in each business unit to revise existing contingency plans to address specific Year 2000 implications. These plans will continue to be updated throughout 1999 as additional information becomes available regarding specific identified risks. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. The above disclosure on Year 2000 issues includes forward-looking statements concerning the Corporation's future operations, expenses and financial performance. Such statements are subject to risks and uncertainties that may cause the Corporation's actual operations and performance to differ materially from those set forth in such forward-looking statements. Factors which could cause the Corporation's actual results to differ materially from those projected by the Corporation include, but are not limited to, the following: failure of third parties providing software, telecommunications, data networks, and other products or services to the Corporation to become Year 2000 compliant; insufficient staff and other technical resources; unexpected difficulties in implementing system enhancements; disruptions in the overall consumer credit market due to Year2000 problems; and disruptions in capital markets due to Year 2000 problems. DOCSDC1:81190.1 2 -----END PRIVACY-ENHANCED MESSAGE-----