-----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, ClcFEI2sLM97A0PMrGuxGhsgIwCKpCQWjEK1jQ3YoAsfuKkxiSXbUpOkhas+apiR p7fio9WsaMqQZ/uh6quMYA== 0000950168-03-002261.txt : 20030630 0000950168-03-002261.hdr.sgml : 20030630 20030630145008 ACCESSION NUMBER: 0000950168-03-002261 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year FILED AS OF DATE: 20030630 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17324 FILM NUMBER: 03763930 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: MBNA AMERICA BANK N A DATE OF NAME CHANGE: 19910801 FORMER COMPANY: FORMER CONFORMED NAME: MARYLAND BANK NA DATE OF NAME CHANGE: 19891204 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: 03763931 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 d8k.htm FORM 8-K Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20529

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report: June 30, 2003

 


 

MBNA AMERICA BANK, NATIONAL ASSOCIATION

ON BEHALF OF THE

MBNA MASTER CREDIT CARD TRUST II

(Exact name of registrant as specified in its charter)

 

United States

  333-104089   51-0331454

State or other jurisdiction

of incorporation

  (Commission File Number)  

IRS Employer

Identification No.)

 

Wilmington, DE 19884-0781

(Address of principal executive office)

 

Registrant’s telephone number, including area code (800) 362-6255.

 

N/A

(Former Name or Address, if Changed Since Last Report)

 



ITEM 1.   Changes in Control of Registrant.

 

Not Applicable.

 

ITEM 2.   Acquisition or Disposition of Assets.

 

Not Applicable.

 

ITEM 3.   Bankruptcy or Receivership.

 

Not Applicable.

 

ITEM 4.   Changes in Registrant’s Certifying Accountant.

 

Not Applicable.

 

ITEM 5.   Other Events.

 

Not Applicable.

 

ITEM 6.   Resignation of Registrant’s Directors.

 

Not Applicable.

 

ITEM 7.   Financial Statements, Pro Forma Financial Information, and Exhibits.

 

The following are filed as Exhibits to this Report under Exhibit 4.1.

 

4.1   

Eighth Amendment to the Pooling and Servicing Agreement, dated as of June 27, 2003.

 

ITEM 8.   Change in Fiscal Year.

 

On June 27, 2003 MBNA Master Credit Card Trust II changed its fiscal year end to June 30 from December 31. A Form 10-K will be filed to cover the transition period from January 1, 2003 to June 30, 2003.

 

ITEM 9.   Regulation FD Disclosure.

 

Not Applicable.

 

ITEM 10.   Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

Not Applicable.


ITEM 11.   Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

Not Applicable.

 

ITEM 12.   Results of Operations and Financial Condition.

 

Not Applicable.


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: June 30, 2003

 

MBNA AMERICA BANK, NATIONAL ASSOCIATION,

on behalf of the MBNA Master

Credit Card Trust II, as Servicer

     

By:

 

/s/    CHRISTOPHER A. HALMY


Name:

  Christopher A. Halmy

Title:

  First Vice President


Exhibit Index

 

Exhibit No.

  

Description


4.1

   Eighth Amendment to the Pooling and Servicing Agreement, dated as of June 27, 2003.
EX-4.1 3 dex41.htm EXHIBIT 4.1 Exhibit 4.1

Exhibit 4.1

 

EXECUTION COPY

 

EIGHTH AMENDMENT

TO

THE MBNA MASTER CREDIT CARD TRUST II

POOLING AND SERVICING AGREEMENT

 

THIS EIGHTH AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST II POOLING AND SERVICING AGREEMENT, dated as of June 27, 2003 (the “Amendment”) is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.

 

WHEREAS the Seller and Servicer and the Trustee have executed that certain Pooling and Servicing Agreement, dated as of August 4, 1994 (as amended and supplemented through the date hereof and as the same may be further amended, supplemented or otherwise modified and in effect from time to time, the “Pooling and Servicing Agreement”);

 

WHEREAS the Seller and Servicer and the Trustee wish to amend the Pooling and Servicing Agreement as provided herein;

 

NOW THEREFORE, in consideration of the promises and the agreements contained herein, the parties hereto agree to amend the provisions of the Pooling and Servicing Agreement as follows:

 

SECTION 1. Addition of Section 13.18. The Pooling and Servicing Agreement is hereby amended by adding the following Section 13.18 at the end of Article XIII of the Pooling and Servicing Agreement:

 

Section 13.18 Fiscal Year. The fiscal year of the Trust will end on the last day of June of each year.

 

SECTION 2. Effectiveness. The amendments provided for by this Amendment shall become effective upon receipt by the Trustee of the following:

 

(a) Notification in writing from each of Moody’s and Standard & Poor’s to the effect that the terms of this Amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.

 

(b) Confirmation from the Seller and Servicer that it has received a copy of the written notification referred to in subsection 2(a) above and that such written notification is satisfactory to the Seller and Servicer in its sole discretion.

 

(c) An Opinion of Counsel for the Seller addressed to the Trustee to the effect that the terms of this Amendment will not adversely affect in any material respect the interests of any Investor Certificateholder.

 

(d) Counterparts of this Amendment, duly executed by the parties hereto.


SECTION 3. Pooling and Servicing Agreement in Full Force and Effect as Amended. Except as specifically amended or waived hereby, all of the terms and conditions of the Pooling and Servicing Agreement shall remain in full force and effect. All references to the Pooling and Servicing Agreement in any other document or instrument shall be deemed to mean such Pooling and Servicing Agreement as amended by this Amendment. This Amendment shall not constitute a novation of the Pooling and Servicing Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Pooling and Servicing Agreement, as amended by this Amendment, as though the terms and obligations of the Pooling and Servicing Agreement were set forth herein.

 

SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

 

SECTION 5. Governing Law; Submission to Jurisdiction; Agent for Service of Process. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The parties hereto declare that it is their intention that this Amendment shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this Amendment involves at least $100,000.00, and (b) that this Amendment has been entered into by the parties hereto in express reliance upon 6 DEL. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(1) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (b)(1) or (2) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware.

 

SECTION 6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Pooling and Servicing Agreement. All Section or subsection references herein shall mean Sections or subsections of the Pooling and Servicing Agreement, except as otherwise provided herein.

 

2


IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

 

MBNA AMERICA BANK,

NATIONAL ASSOCIATION,

Seller and Servicer

By:

 

/s/    CHRISTOPHER A. HALMY        


Name:

  Christopher A. Halmy

Title:

  First Vice President

 

THE BANK OF NEW YORK,

Trustee

By:

 

/s/    JONATHAN FARBER        


Name:

  Jonathan Farber

Title:

  Assistant Treasurer

 

3

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