EXHIBIT 4.2
FOURTH AMENDMENT
TO
THE MBNA MASTER CREDIT CARD TRUST II
POOLING AND SERVICING AGREEMENT
THIS FOURTH AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST
II POOLING AND SERVICING AGREEMENT, dated as of October 2, 2000 (the
"Fourth 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. Amendment of Section 2.01. Section 2.01 of
the Pooling and Servicing Agreement is hereby amended by deleting the
fourth paragraph thereof in its entirety and inserted in its place
shall be the following:
The parties hereto intend that each transfer of
Receivables and other property pursuant to the Agreement or any
Assignment constitute a sale, and not a secured borrowing, for
accounting purposes. If, and to the extent that, notwithstanding
such intent the transfer pursuant to this Section 2.01 is not
deemed to be a sale, the Seller shall be deemed hereunder to have
granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Seller's right, title
and interest in, to and under the Receivables now existing and
hereafter created and arising in connection with the Accounts
(other than Receivables in Additional Accounts), all moneys due
or to become due with respect to such Receivables, all proceeds
of such Receivables and all Insurance Proceeds relating to such
Receivables and all proceeds thereof, and this Agreement shall
constitute a security agreement under applicable law.
SECTION 2. Amendment of Exhibit B. Exhibit B of the
Pooling and Servicing Agreement is hereby amended by adding the
following subsection 3(d):
(d) The parties hereto intend that each transfer of
Receivables and other property pursuant to this Assignment
constitute a sale, and not a secured borrowing, for accounting
purposes. If, and to the extent that, notwithstanding such
intent the transfer pursuant to this Assignment is not deemed to
be a sale, the Seller shall be deemed hereunder to have granted
and does hereby grant to the Trustee a first priority perfected
security interest in all of the Seller's right, title and
interest in, to and under the Receivables now existing and
hereafter created in the Additional Accounts designated hereby,
all moneys due or to become due with respect thereto (including
all Finance Charge Receivables) and all proceeds of such
Receivables, all Insurance Proceeds relating to such Receivables
and the proceeds thereof, and this Assignment shall constitute a
security agreement under applicable law.
SECTION 3. Effectiveness. The amendments provided for by
this Fourth 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 Fourth 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
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 Fourth Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Fourth Amendment, duly executed by
the parties hereto.
SECTION 4. 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 Fourth Amendment. This Fourth 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 Fourth Amendment, as though the terms and obligations
of the Pooling and Servicing Agreement were set forth herein.
SECTION 5. Counterparts. This Fourth 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 FOURTH 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; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
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 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.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Fourth 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:____________________________
Name: Jerry M. Hamstead
Title: Senior Vice President
THE BANK OF NEW YORK,
Trustee
By:_______________________________
Name:
Title:
(..continued)
4
DOCSDC1:111723.3
7873-105 MJM 2
