Exhibit 1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A 6.90%
ASSET BACKED CERTIFICATE, SERIES 2000-I
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996, as of June 2, 1998 and as of
January 10, 1999, as supplemented by the Series 2000-I Supplement dated
as of September 8, 2000 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National Association, as
Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of
New York, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinbelow. The Series
2000-I Certificates are issued in two classes, the Class A Certificates
(of which this certificate is one) and the Class B Certificates, which
are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 2000-I Certificates with the intention that
the Series 2000-I Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 2000-I Certificateholder (or
Series 2000-I Certificate Owner) by acceptance of its Series 2000-I
Certificate (or in the case of a Series 2000-I Certificate Owner, by
virtue of such Series 2000-I Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 2000-I Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 2000-I
Certificateholder agrees that it will cause any Series 2000-I
Certificate Owner acquiring an interest in a Series 2000-I Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 2000-I Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by virtue of
the acceptance hereof assents and by which the Class A
Certificateholder is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class A Certificate is
qualified in its entirety by the terms and provisions of the Pooling
and Servicing Agreement and reference is made to that Pooling and
Servicing Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee.
Interest will accrue on the Class A Certificates at the
rate of 6.90% per annum from and including the Closing Date, as more
specifically set forth in the Pooling and Servicing Agreement, and will
be distributed on November 15, 2000 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class A
Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date. During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A
Monthly Principal will be distributed to the Class A Certificateholders
on each Distribution Date commencing in the month following the
commencement of the Rapid Amortization Period until the Class A
Certificates have been paid in full. During the Controlled
Accumulation Period and the Rapid Accumulation Period, in addition to
monthly payments of Class A Monthly Interest, the amount on deposit in
the Principal Funding Account (but not in excess of the Class A
Investor Interest) will be distributed as principal to the Class A
Certificateholders on the August 2005 Distribution Date, unless
distributed earlier as a result of the commencement of the Rapid
Amortization Period in accordance with the Pooling and Servicing
Agreement.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class A Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 2000-I Class A Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: September 8, 2000
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2000-I Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS B 7.15%
ASSET BACKED CERTIFICATE, SERIES 2000-I
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996, as of June 2, 1998 and as of
January 10, 1999, as supplemented by the Series 2000-I Supplement dated
as of September 8, 2000 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National Association, as
Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of
New York, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinbelow. The Series
2000-I Certificates are issued in two classes, the Class A Certificates
and the Class B Certificates (of which this certificate is one), which
are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 2000-I Certificates with the intention that
the Series 2000-I Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 2000-I Certificateholder (or
Series 2000-I Certificate Owner) by acceptance of its Series 2000-I
Certificate (or in the case of a Series 2000-I Certificate Owner, by
virtue of such Series 2000-I Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 2000-I Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 2000-I
Certificateholder agrees that it will cause any Series 2000-I
Certificate Owner acquiring an interest in a Series 2000-I Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 2000-I Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by virtue of
the acceptance hereof assents and by which the Class B
Certificateholder is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class B Certificate is
qualified in its entirety by the terms and provisions of the Pooling
and Servicing Agreement and reference is made to that Pooling and
Servicing Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee.
Interest will accrue on the Class B Certificates at the
rate of 7.15% per annum from and including the Closing Date, as more
specifically set forth in the Pooling and Servicing Agreement, and will
be distributed on November 15, 2000 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class B
Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date. During the Rapid
Amortization Period, in addition to Class B Monthly Interest, Class B
Monthly Principal will be distributed to the Class B Certificateholders
on each Distribution Date commencing in the month on which the Class A
Investor Interest is paid in full. During the Rapid Accumulation
Period after the Principal Funding Account Balance equals the Class A
Investor Interest, in addition to monthly payments of Class B Monthly
Interest, the amount on deposit in the Principal Funding Account in
excess of the Class A Investor Interest and in an amount not to exceed
the Class B Investor Interest and Available Investor Principal
Collections not required to be deposited into the Principal Funding
Account in respect of the Class A Investor Interest will be distributed
as principal to the Class B Certificateholders. During the Controlled
Accumulation Period following the payment in full of the Class A
Investor Interest, the amount on deposit in the Principal Funding
Account in excess of the Class A Investor Interest and in an amount not
to exceed the Class B Investor Interest will be distributed as
principal to the Class B Certificateholders on the August 2005
Distribution Date, unless distributed earlier as a result of the
commencement of the Rapid Amortization Period or the Rapid Accumulation
Period in accordance with the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class B Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 2000-I Class B Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: September 8, 2000
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2000-I Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: September 8, 2000
