-----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, MoFoAdZ1dGCqoaVKRe5yJCUcR8Jo+lU4ShQ0OK/CobGsxvjnntwhJvQx34vH7FEW /be1yS4MDWZjk5wa5m6IEw== 0001128250-03-000019.txt : 20030415 0001128250-03-000019.hdr.sgml : 20030415 20030415160655 ACCESSION NUMBER: 0001128250-03-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA CREDIT CARD MASTER NOTE TRUST CENTRAL INDEX KEY: 0001128250 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-50316-02 FILM NUMBER: 03650669 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD STREET 2: MS 700760 CITY: NEWARK STATE: DE ZIP: 19813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BANK NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000838440 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17324 FILM NUMBER: 03650668 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD MS 700760 CITY: NEWARK STATE: DE ZIP: 19713 FORMER COMPANY: FORMER CONFORMED NAME: MARYLAND BANK NA DATE OF NAME CHANGE: 19891204 FORMER COMPANY: FORMER CONFORMED NAME: MBNA AMERICA BANK N A DATE OF NAME CHANGE: 19910801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BK NAT ASSOC MBNA MASTER CREDIT CARD TRUST II CENTRAL INDEX KEY: 0000936988 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20949 FILM NUMBER: 03650670 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 k8form.txt ============================================================================= = FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20529 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: April 15, 2003 MBNA AMERICA BANK, NATIONAL ASSOCIATION ON BEHALF OF THE MBNA MASTER CREDIT CARD TRUST II (Issuer of the Collateral Certificate) AND THE MBNA CREDIT CARD MASTER NOTE TRUST (Issuer of the MBNASeries Class A, Class B, and Class C notes) (Exact name of registrant as specified in its charter) United States 333-59424 51-0331454 - ----------------- ----------------------------- -------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) Wilmington, DE 19884-0781 - ----------------------------------------------------------------------------- - - (Address of principal executive office) Registrant's telephone number, including area code (800) 362-6255. --------------- ITEM 5. OTHER EVENTS On April 2, 2003 the Series 2001-D Supplement, dated as of May 24, 2001, to the Pooling and Servicing Agreement for the MBNA Master Credit Card Trust II, dated as of August 4, 1994, between MBNA America Bank, National Association, as Seller and Servicer and The Bank of New York, as Trustee, was amended by the Second Amendment to Series 2001-D Supplement, dated as of April 2, 2003. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS The following are filed as Exhibits to this Report under Exhibit 4: 4.1 The Second Amendment to Series 2001-D Supplement, dated as of April 2, 2003 between MBNA America Bank, National Association, as Seller and Servicer, and The Bank of new York, as Trustee. 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: April 15, 2003 MBNA AMERICA BANK, NATIONAL ASSOCIATION By: /s/Christopher Harris ---------------------------------- Name: Christopher Harris Title: First Vice President EX-4 3 second.txt Exhibit 4.2 MBNA MASTER CREDIT CARD TRUST II SECOND AMENDMENT TO SERIES 2001-D SUPPLEMENT THIS SECOND AMENDMENT TO SERIES 2001-D SUPPLEMENT, dated as of April 2, 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 have executed that certain Series 2001-D Supplement dated as of May 24, 2001 (the "Supplement"); WHEREAS the Seller and Servicer and the Trustee wish to amend the Supplement 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 Supplement as follows: SECTION 1. Amendment to Section 2. Section 2 shall be and hereby is amended by: (a) deleting the definition of "Investor Default Target Deposit Amount" in its entirety; (b) adding the following definitions to such Section in alphabetical order: "Monthly Interest Proxy Amount" shall mean, with respect to any Monthly Period, as determined on any date of determination, an amount equal to the sum of (a) the product of (i) the aggregate amount targeted to be deposited into the Interest Funding Account (for the avoidance of doubt, such amount shall include any interest, specified deposits, payments to derivative counterparties, program fees, liquidity fees or other amounts targeted to be deposited into the Interest Funding Account pursuant to the Indenture) for all outstanding tranches of Notes on the Transfer Date occurring in such Monthly Period and (ii) 1.50 and (b) following any increase in the Floating Allocation Investor Interest during such Monthly Period, the aggregate amount targeted to be deposited into the Interest Funding Account on the following Transfer Date which relates to such increase. "Monthly Servicing Fee Proxy Amount" shall mean, with respect to any Monthly Period, as determined on any date of determination, an amount equal to the Net Servicing Fee calculated for the preceding Monthly Period. "Netting Conditions" shall mean each of the following conditions: (i) a Pay Out Event with respect to Series 2001-D shall not have occurred and be continuing, (ii) an Early Redemption Event as described in Section 4.01 of the MBNAseries Indenture Supplement with respect to the Notes or similar early redemption event relating to excess spread amounts or portfolio yield as described in the Indenture Supplement for any other outstanding series of Notes shall not have occurred and be continuing, (iii) an Event of Default and acceleration as described in Section 701(a) or (b) of the Indenture shall not have occurred and be continuing, and (iv) the Servicer shall have a long-term unsecured debt rating of not lower than investment grade provided by Standard & Poor's and Fitch; provided, that the Netting Condition in this clause (iv) will be deemed to be satisfied unless it is not satisfied for a period of five Business Days and such condition has not been waived in writing by each applicable Rating Agency or cured. "Subordinated Principal Target Deposit Amount" shall mean, for any date of determination during any Monthly Period, an amount equal to the excess, if any, of (a) the sum of (i) the Monthly Interest Proxy Amount for such Monthly Period, plus (ii) if the Seller or The Bank of New York is not the Servicer, the Monthly Servicing Fee Proxy Amount for such Monthly Period, over (b) the aggregate amount of Collections of Finance Charge Receivables allocated to the Series 2001-D Certificateholders for the preceding Monthly Period (unless the Servicer has reason to expect that Collections of Finance Charge Receivables allocated to the Investor Certificateholders for the current Monthly Period will be materially less, in which case, the amount calculated pursuant to clause (b) shall be such lesser amount). SECTION 2. Amendment to Section 4.05. (a) Subsection 4.05(a)(i) of the Supplement shall be and hereby is amended by deleting such Subsection in its entirety and inserting the following language in its place: (i) Allocate to the Series 2001-D Certificateholders and deposit in the Finance Charge Account an amount equal to the product of (y) the Floating Investor Percentage on the Date of Processing of such Collections and (z) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing. Funds deposited into the Finance Charge Account pursuant to this subsection 4.05(a)(i) shall be applied in accordance with Section 4.06. (b) Subsection 4.05(a)(ii)(B)(1) of the Supplement shall be and hereby is amended by deleting such Subsection in its entirety and inserting the following language in its place: (1) on each such Date of Processing, an amount equal to the lesser of (x) the Subordinated Note Percentage of the Collections in respect of Principal Receivables allocated to the Series 2001-D Certificateholders pursuant to this subsection 4.05(a)(ii) and (y) so long as the Netting Conditions are satisfied, the Subordinated Principal Target Deposit Amount; provided, however, that if the Netting Conditions are not satisfied, an amount equal to subsection 4.05(a)(ii)(B)(1)(x). SECTION 3. Effectiveness. The amendments provided for by this Amendment shall become effective upon receipt by the Trustee of the following: (a) Evidence of satisfaction of the Rating Agency Condition. (b) Confirmation from the Seller and Servicer that it has received a copy of the written notification referred to in subsection 3(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 4. Supplement in Full Force and Effect as Amended. Except as specifically amended or waived hereby, all of the terms and conditions of the Supplement shall remain in full force and effect. All references to the Supplement in any other document or instrument shall be deemed to mean such Supplement as amended by this Amendment. This Amendment shall not constitute a novation of the Supplement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Supplement, as amended by this Amendment, as though the terms and obligations of the Supplement were set forth herein. SECTION 5. 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 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 7. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Supplement, or if not therein, then in the Pooling and Servicing Agreement . All Section or subsection references herein shall mean Sections or subsections of the Supplement, except as otherwise provided herein. 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 (..continued) -----END PRIVACY-ENHANCED MESSAGE-----