<PAGE>
Prospectus Supplement to Prospectus Dated December 4, 2000
MBNA Master Credit Card Trust II
Issuer
MBNA America Bank, National Association
Seller and Servicer
SERIES 2000-L
$462,500,000 Asset Backed Certificates
The trust will issue--
Consider carefully the
risk factors beginning
on page S-13 in this
prospectus supplement
and page 10 in the
prospectus.
<TABLE>
<CAPTION>
Class A certificates Class B certificates
-------------------- --------------------
<S> <C> <C>
Principal amount $425,000,000 $37,500,000
Certificate rate 6.50% annually One-Month LIBOR
plus 0.50% annually
Interest paid Monthly Monthly
First interest
payment date February 15, 2001 February 15, 2001
Scheduled
principal
payment date November 15, 2007 November 15, 2007
Legal final April 15, 2010 April 15, 2010
maturity
</TABLE>
A certificate is not a
deposit and neither
the certificates nor
the underlying
accounts or
receivables are
insured or guaranteed
by the Federal Deposit
Insurance Corporation
or any other
governmental agency.
The certificates will Credit enhancement--
represent interests in
the trust only and
will not represent
interests in or
obligations of MBNA or
any MBNA affiliate.
The Class B certificates are subordinated to the
Class A certificates. Subordination of the Class B
certificates provides credit enhancement for the
Class A certificates.
The trust is also issuing a collateral interest in
This prospectus the amount of $37,500,000 that is subordinated to
supplement may be the Class A certificates and the Class B
used to offer and sell certificates. Subordination of the collateral
the certificates only interest provides credit enhancement for both the
if accompanied by the Class A certificates and the Class B certificates.
prospectus.
Neither the SEC nor any state securities commission has approved the
certificates or determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
Underwriters of the Class A certificates
Salomon Smith Barney
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital
Deutsche Banc Alex. Brown
Underwriter of the Class B certificates
Salomon Smith Barney
December 5, 2000
<PAGE>
Important Notice about Information Presented in this Prospectus Supplement and
the Accompanying Prospectus
We provide information to you about the certificates in two separate
documents: (a) the accompanying prospectus, which provides general information,
some of which may not apply to your series of certificates and (b) this
prospectus supplement, which describes the specific terms of your series of
certificates.
If the terms of your series of certificates vary between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement.
We include cross-references in this prospectus supplement and the
accompanying prospectus to captions in these materials where you can find
further related discussions. The following Table of Contents and the Table of
Contents included in the accompanying prospectus provide the pages on which
these captions are located.
Parts of this prospectus supplement and the accompanying prospectus use
defined terms. You can find a listing of the pages where definitions can be
found under the caption "Index of Terms for Prospectus Supplement" beginning on
page S-56 in this document and under the caption "Index of Terms for
Prospectus" on page 59 in the accompanying prospectus.
----------------
S-2
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary of Terms.......................................................... S-4
Offered Securities....................................................... S-4
Interest Payments....................................................... S-4
Principal Payments...................................................... S-5
The Collateral Interest.................................................. S-5
Credit Enhancement....................................................... S-5
Interest Rate Swap....................................................... S-5
Other Interests in the Trust............................................. S-6
Other Series of Certificates............................................ S-6
The Seller Interest..................................................... S-6
Information about the Receivables........................................ S-6
Allocations and Payments to You and Your Series.......................... S-6
Allocations of Collections of Finance Charge Receivables................ S-7
Allocations of Collections of Principal Receivables..................... S-8
Revolving Period....................................................... S-9
Controlled Accumulation Period......................................... S-10
Rapid Accumulation Period.............................................. S-10
Rapid Amortization Period.............................................. S-11
Pay Out Events......................................................... S-11
Shared Principal Collections............................................. S-11
Denominations............................................................ S-12
Registration, Clearance and Settlement................................... S-12
Tax Status............................................................... S-12
ERISA Considerations..................................................... S-12
Certificate Ratings...................................................... S-12
Exchange Listing......................................................... S-12
Risk Factors.............................................................. S-13
The interest rate swap can affect the timing of principal payments of the
certificates............................................................ S-13
MBNA's Credit Card Portfolio.............................................. S-14
Billing and Payments..................................................... S-14
Delinquencies and Collection Efforts..................................... S-14
The Bank Portfolio....................................................... S-15
Delinquency and Gross Charge-Off Experience............................. S-15
Revenue Experience...................................................... S-16
Interchange............................................................. S-17
Payment Rates........................................................... S-18
The Trust Portfolio....................................................... S-18
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Maturity Considerations.................................................... S-22
Controlled Accumulation Period............................................ S-22
Rapid Accumulation Period................................................. S-23
Rapid Amortization Period................................................. S-23
Swap Termination Events................................................... S-24
Interest Reserve Account Event............................................ S-24
MBNA and MBNA Corporation.................................................. S-25
Description of Series Provisions........................................... S-25
Interest Payments......................................................... S-25
Principal Payments........................................................ S-27
Postponement of Controlled Accumulation Period............................ S-29
Interest Rate Swap........................................................ S-30
Swap Counterparty......................................................... S-33
Subordination............................................................. S-33
Allocation Percentages.................................................... S-33
Reallocation of Cash Flows................................................ S-37
Application of Collections................................................ S-39
Shared Principal Collections.............................................. S-44
Required Collateral Interest.............................................. S-44
Defaulted Receivables; Investor Charge-Offs............................... S-45
Principal Funding Account................................................. S-47
Reserve Account........................................................... S-48
Swap Reserve Fund......................................................... S-49
Pay Out Events............................................................ S-49
Servicing Compensation and Payment of Expenses............................ S-51
Amendments................................................................ S-52
ERISA Considerations....................................................... S-52
General................................................................... S-52
Class A Certificates...................................................... S-53
Class B Certificates...................................................... S-53
Underwriting............................................................... S-54
Index of Terms for Prospectus Supplement................................... S-56
Annex 1: Other Series Issued and Outstanding............................... A-1
</TABLE>
S-3
<PAGE>
Summary of Terms
. This summary highlights selected information from this document and does not
contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of the offering of the
certificates, read carefully this entire document and the accompanying
prospectus.
. This summary provides an overview of certain calculations, cash flows and
other information to aid your understanding and is qualified by the full
description of these calculations, cash flows and other information in this
prospectus supplement and the accompanying prospectus.
Offered Securities
MBNA Master Credit Card Trust II is offering the Class A certificates and the
Class B certificates as part of Series 2000-L. The Class A certificates and the
Class B certificates represent an interest in the assets of the trust.
The Class B certificates are subordinated to the Class A certificates and the
interest rate swap.
Interest Payments
The Class A certificates will accrue interest for each interest period at an
annual rate equal to 6.50%.
The Class B certificates will accrue interest for each interest period at an
annual rate equal to LIBOR plus 0.50%.
Interest accrued during each interest period will be due on each distribution
date. Any interest due but not paid on a distribution date will be payable on
the next distribution date together with additional interest at the applicable
certificate rate plus 2% per annum.
. A distribution date is the 15th day of each month, or if that day is not a
business day, the next business day. The first distribution date is February
15, 2001.
. Each interest period begins on and includes a distribution date and ends on
but excludes the next distribution date. However, the first interest period
will begin on and include December 13, 2000, which is the closing date, and
end on but exclude February 15, 2001, the first distribution date.
. LIBOR is the rate for deposits in U.S. dollars for a one-month period which
appears on Telerate Page 3750 (or similar replacement page) as of 11:00 a.m.,
London time, on the related LIBOR determination date. In addition, see
"Description of Series Provisions--Interest Payments" in this prospectus
supplement for a discussion of the determination of LIBOR if that rate does
not appear on Telerate Page 3750 (or similar replacement page).
. LIBOR determination dates are:
. December 11, 2000, for the period beginning on and including the closing
date and ending on but excluding January 16, 2001;
. January 11, 2001, for the period beginning on and including January 16,
2001 and ending on but excluding February 15, 2001; and
. the second London business day prior to the first day of each interest
period, for each interest period following the first interest period.
The following time line shows the relevant dates for the first two interest
periods.
First Two Interest Periods
Closing Interest Interest
Date Payment Payment
(12/13/00) (2/15/01) (3/15/01)
| | |
-----------------------------------------------------------(two right arrows
| | | | appear here)
LIBOR LIBOR LIBOR LIBOR
Set Re-set Re-set Re-set
(12/11/00) (1/11/01) (2/13/01) (3/13/01)
Other interest periods will follow sequentially after the second interest
period.
See "Description of Series Provisions--Interest Payments" in this prospectus
supplement for a discussion of the determination of amounts available to pay
interest and for the definition of business day and London business day.
S-4
<PAGE>
You may obtain the Class B certificate rate for the current and immediately
preceding interest periods by telephoning The Bank of New York, the trustee, at
(212) 815-5731.
Principal Payments
You are expected to receive payment of principal in full on November 15, 2007,
or, if that date is not a business day, the next business day, which is called
the scheduled payment date. However, principal could be paid earlier or later,
or in reduced amounts. No principal will be paid to the Class B
certificateholders until either the Class A certificateholders are paid in full
or, during the rapid accumulation period, the amount on deposit in the
principal funding account equals the Class A investor interest. For a
discussion of how amounts are allocated and the timing of principal payments,
see "Maturity Considerations" in this prospectus supplement and in the
accompanying prospectus and "Description of Series Provisions--Allocation
Percentages" in this prospectus supplement.
The final payment of principal and interest on the certificates will be made no
later than April 15, 2010, or, if that date is not a business day, the next
business day, which is called the Series 2000-L termination date.
See "Description of Series Provisions--Principal Payments" in this prospectus
supplement for a discussion of amounts available to pay principal.
The Collateral Interest
The trust is also issuing an interest in the assets of the trust that is
subordinated to the certificates and the interest rate swap, called the
collateral interest. The initial size of the collateral interest is
$37,500,000, representing 7.5% of the sum of the initial aggregate principal
amount of the certificates and the initial size of the collateral interest. As
a subordinated interest, the collateral interest is a form of credit
enhancement for the certificates. The collateral interest holder will have
voting and certain other rights as if the collateral interest were a
subordinated class of certificates.
Credit Enhancement
Credit enhancement for your series is for your series's benefit only, and you
are not entitled to the benefits of any credit enhancement available to other
series.
Subordination of the Class B certificates provides credit enhancement for the
Class A certificates and the interest rate swap. Subordination of the
collateral interest provides credit enhancement for the Class A certificates,
the interest rate swap and the Class B certificates. The collateral interest
and the interest of the Class B certificateholders must be reduced to zero
before the Class A certificateholders will suffer any loss of principal. The
collateral interest must be reduced to zero before the Class B
certificateholders will suffer any loss of principal. For a description of the
events which may lead to a reduction of Class A, Class B and the collateral
interest, see "Description of Series Provisions--Reallocation of Cash Flows,"
"--Application of Collections" and "--Defaulted Receivables; Investor Charge-
Offs" in this prospectus supplement.
Interest Rate Swap
The trust and BNP Paribas, the swap counterparty, will enter into the interest
rate swap. Under the interest rate swap, for each interest period:
. the swap counterparty will make a payment to the trust, based on the
outstanding principal amount of the Class A certificates, at an annual rate
equal to 6.50%; and
. the trust will make a payment to the swap counterparty, based on the
outstanding principal amount of the Class A certificates, at an annual rate
equal to Swap LIBOR plus 0.20% (or a lesser rate as specified in the interest
rate swap).
Generally, payments owed between the trust and the
swap counterparty will be made on a net basis. Amounts paid by the trust to the
swap counterparty will be paid from collections of finance charge receivables
and certain other available amounts allocated to the Class A certificates.
Amounts paid by the swap counterparty to the trust will be deposited into the
finance charge account and allocated to the Class A certificates.
S-5
<PAGE>
For a more detailed discussion of the interest rate swap, see "Description of
Series Provisions-- Interest Rate Swap" and "--Application of Collections--
Payment of Interest, Fees and Other Items" in this prospectus supplement.
The swap counterparty currently has a long-term credit rating of A+ from
Standard & Poor's and Aa3 from Moody's, and a short-term credit rating of A-1
from Standard & Poor's. For a discussion of the consequences of a credit rating
of the swap counterparty below certain levels, or a withdrawal of the swap
counterparty's credit ratings, see "Risk Factors" and "Description of Series
Provisions--Interest Rate Swap" in this prospectus supplement.
Other Interests in the Trust
Other Series of Certificates
The trust has issued other series of certificates and expects to issue
additional series of certificates. When issued by the trust, the certificates
of each of those series also represent an interest in the assets of the trust.
You can review a summary of each series previously issued and currently
outstanding under the caption "Annex I: Other Series Issued and Outstanding"
included at the end of this prospectus supplement. The trust may issue
additional series with terms that may be different from any other series
without prior review or consent by any certificateholders.
The Seller Interest
MBNA will own the seller interest, which represents the remaining interest in
the assets of the trust not represented by the certificates, the collateral
interest and the other interests issued by the trust or the obligations of the
trust under the interest rate swap. The seller interest does not provide credit
enhancement for your series or any other series.
Information about the Receivables
The trust assets include receivables from certain MasterCard(R) and VISA(R)*
revolving credit card accounts selected from MBNA's credit card account
portfolio.
The receivables consist of both principal receivables and finance charge
receivables.
Principal receivables are, generally, (a) amounts charged by cardholders for
goods and services and (b) cash advances.
Finance charge receivables are (a) the related finance charges and credit card
fees and (b) for your series, certain amounts of fees, called interchange,
collected through MasterCard and VISA and annual membership fees collected from
cardholders.
MBNA, as servicer, will collect payments on the receivables in the trust and
will deposit those collections in a collection account. The servicer will keep
track of those collections that are finance charge receivables and those
collections that are principal receivables.
Allocations and Payments to You and Your Series
Each month, the servicer will allocate collections and the amount of
receivables that are not collected and are written off as uncollectible, called
the default amount, among:
. your series, based on the size of your series's interest in the trust
(initially $500,000,000) called the investor interest;
. other outstanding series, based on the size of their respective interests in
the trust; and
. MBNA, based on the size of the seller interest.
The trust assets allocated to your series will be allocated to the following,
based on varying percentages:
. holders of the Class A certificates, based on the portion of the investor
interest represented by the Class A certificates (initially $425,000,000)
called the Class A investor interest;
. holders of the Class B certificates, based on the portion of the investor
interest represented by the Class B certificates (initially $37,500,000)
called the Class B investor interest; and
--------
* MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and Visa U.S.A., Inc., respectively.
S-6
<PAGE>
. the holder of the collateral interest, based on the portion of the investor
interest represented by the collateral interest (initially $37,500,000).
See the following chart and "Description of Series Provisions--Allocation
Percentages" in this prospectus supplement.
The following chart illustrates the trust's general allocation structure only
and does not reflect the relative percentages of collections or other amounts
allocated to the seller interest, to any series, including your series, or to
holders of the Class A certificates, the Class B certificates or the collateral
interest.
Allocation of Trust Assets
----------------
Trust Assets
----------------
-----------------------------------
--------------- --------------- ---------------
Other Your Seller
Series Series Interest
--------------- --------------- ---------------
-----------------------------------
--------------- --------------- ---------------
Class A Class B Collateral
Certificates Certificates Interest
--------------- --------------- ---------------
You are entitled to receive payments of interest and principal based upon
allocations to your series. The investor interest, which is the basis for
allocations to your series, is the sum of (a) the Class A investor interest,
(b) the Class B investor interest and (c) the collateral interest. The Class A
investor interest, the Class B investor interest and the collateral interest
will initially equal the outstanding principal amount of the Class A
certificates, the Class B certificates and the collateral interest. The
investor interest will decline as a result of principal payments and may
decline due to the writing off of charged-off receivables or other reasons. If
your investor interest declines, amounts allocated and available for payment to
your series and to you will be reduced. For a description of the events which
may lead to these reductions, see "Description of Series Provisions--
Reallocation of Cash Flows" in this prospectus supplement.
Allocations of Collections of Finance Charge Receivables
The chart on the following page demonstrates the manner in which collections of
finance charge receivables are allocated and applied to your series. The chart
is a simplified demonstration of certain allocation and payment provisions and
is qualified by the full description of these provisions in this prospectus
supplement and the accompanying prospectus.
Step 1: Collections of finance charge receivables for your series are
allocated, based on varying percentages, among the Class A investor interest,
the Class B investor interest and the collateral interest.
Step 2: Collections of finance charge receivables allocated to the Class A
investor interest are applied to cover, in the following priority: the
interest payment due to Class A, the payment, if any, due to the swap
counterparty, Class A's portion of the servicing fee due to the servicer and
Class A's portion of the default amount.
Collections of finance charge receivables allocated to the Class B investor
interest are applied to cover, in the following priority: the interest
payment due to Class B and Class B's portion of the servicing fee due to the
servicer.
Collections of finance charge receivables allocated to the collateral
interest are applied, under certain circumstances, to cover the collateral
interest's portion of the servicing fee due to the servicer.
Remaining collections of finance charge receivables allocated to the Class B
investor interest and the collateral interest are applied in Step 3 because
of their subordinated status.
Step 3: Collections of finance charge receivables allocated to your series and
not used in Step 2 are treated as excess spread and applied, in the following
priority, to cover:
. the interest payment due to Class A, the payment, if any, due to the swap
counterparty, Class A's portion of the servicing fee due to the servicer
and Class A's portion of the default amount, each to the extent not covered
in Step 2;
. reimbursement of certain reductions of the Class A investor interest;
S-7
<PAGE>
Allocations of Collections of Finance Charge Receivables
--------------------------------------
Collections of Finance Charge
Receivables Allocated to Your Series
--------------------------------------
--------------------------------------------------
------ ---------------- ---------------- -------------------
Step 1 Class A Investor Class B Investor Collateral Interest
------ Interest Interest Amount
---------------- ---------------- -------------------
------ -------------------- -------------------- ----------------------
Step 2 1. Class A Interest 1. Class B Interest 1. Collateral Interest
------ Payment Payment Servicing Fee
2. Swap Payment 2. Class B Servicing
3. Class A Servicing Fee
Fee
4. Class A Default
Amount
-------------------- -------------------- ----------------------
--------------------------------------------------
------- --------------------
Step 3 Excess Spread
------- --------------------
--------------------------------------------------
1. Class A Interest Payment
2. Swap Payment
3. Class A Servicing Fee
4. Class A Default Amount
5. Reimburse Class A Investor Interest
6. Class B Interest Payment
7. Class B Servicing Fee
8. Class B Default Amount
9. Reimburse Class B Investor Interest
10. Apply Remaining Excess Spread to
Collateral Interest and Other Items as
Described Above in the Accompanying Text
--------------------------------------------------
. the interest payment due to Class B and Class B's portion of the servicing
fee due to the servicer, each to the extent not covered in Step 2;
. Class B's portion of the default amount;
. reimbursement of certain reductions of the Class B investor interest;
. the interest payment due to the collateral interest;
. the collateral interest's portion of the servicing fee due to the servicer,
to the extent not covered in Step 2;
. the collateral interest's portion of the default amount;
. reimbursement of certain reductions of the collateral interest if it is
below its minimum required amount; and
. funding, if necessary, of a reserve account maintained to cover certain
interest payment shortfalls, if any.
Remaining excess spread is then applied in accordance with the loan agreement.
See "Description of Series Provisions--Application of Collections" in this
prospectus supplement.
Allocations of Collections of Principal Receivables
The chart on the following page demonstrates the manner in which collections of
principal receivables are allocated and applied to your series. The chart is a
simplified demonstration of certain allocation and payment provisions and is
qualified by the full descriptions of these provisions in this prospectus
supplement and the accompanying prospectus.
Step 1: Collections of principal receivables for your series are allocated,
based on varying percentages, among the Class A investor interest, the Class B
investor interest and the collateral interest.
Step 2: Collections of principal receivables allocated to the collateral
interest and the Class B
S-8
<PAGE>
Allocations of Collections of Principal Receivables
--------------------------------------
Collections of Principal Receivables
Allocations to Your Series
--------------------------------------
-------- ------------------ ------------------ ---------------------
Step 1 Class A Investor Class B Investor Collateral Interest
-------- Interest Interest Amount
------------------ ------------------ ---------------------
-------- -------------------------- -------------------------
Step 2 Reallocation for Class A, Reallocation for Class A
-------- if any & Class B, if any
-------------------------- -------------------------
--------------------------------------
-------- ---------------------------- ----------------------------
Step 3 Available Investor Principal Shared Principal Collections
-------- Collections from Other Series
---------------------------- ----------------------------
------------------------------------------
1. Class A Principal Payment
2. Class B Principal Payment
3. Collateral Interest Principal Payment
------------------------------------------
-------- ----------------------------
Step 4 Shared Principal Collections
-------- to Other Series
----------------------------
investor interest may be reallocated and made available to pay amounts due to
the Class A investor interest and amounts due, if any, to the swap
counterparty that have not been paid by either the Class A's share of
collections of finance charge receivables or excess spread. If required Class
A amounts are satisfied, the collateral interest also provides the same type
of protection to the Class B investor interest. Certain collections which are
reallocated for Class A or Class B will not be made part of collections
available to pay principal.
Step 3: Collections of principal receivables allocated to your series and not
used in Step 2 above are combined with shared principal collections from other
series, to the extent necessary and available, and treated as collections
available to pay principal.
Available investor principal collections may be paid, or accumulated and then
paid, to you as payments of principal. The amount, priority and timing of your
principal payments, if any, depend on whether your series is in the revolving
period, the controlled accumulation period, the rapid accumulation period or
the rapid amortization period, as described below.
Except during the rapid accumulation period, the Class A certificates will be
paid in full before the Class B certificates receive any payments of
principal. As available investor principal collections
are accumulated for the Class A certificates and the Class B certificates, the
minimum required credit enhancement (i.e. the required collateral interest)
will decrease and available investor principal collections will be paid to the
holder of the collateral interest to the extent of this decrease.
See "Maturity Considerations" and "Description of Series Provisions--
Application of Collections" in this prospectus supplement.
Step 4: Collections of principal receivables allocated to your series and not
used in Steps 2 and 3 above may be paid to other series, to the extent
necessary, or to the holder of the seller interest.
Revolving Period: Series 2000-L will have a period of time, called the
revolving period, when the trust will not pay, or accumulate, principal for
certificateholders or the holder of the collateral interest. In general, during
the revolving period the
S-9
<PAGE>
trust will pay available principal to other series or the holder of the seller
interest. See "Description of Series Provisions--Principal Payments" and "--
Application of Collections" in this prospectus supplement.
The revolving period starts on the closing date and ends on the earliest to
begin of:
. the controlled accumulation period;
. the rapid accumulation period; or
. the rapid amortization period.
Controlled Accumulation Period: During the period called the controlled
accumulation period, each month the servicer will deposit a specified amount of
principal collections in an account, called the principal funding account, in
order to pay the certificates and the collateral interest in full on the
scheduled payment date.
Each month, the trust will pay principal not required to be deposited in the
principal funding account to other series or the holder of the seller interest.
Each month, if the amount actually deposited in the principal funding account
is less than the required deposit, the amount of this deficiency will be
carried forward as a shortfall and included in the next month's required
deposit.
See "Description of Series Provisions--Principal Payments" and "--Application
of Collections" in this prospectus supplement. For information about the
application of money on deposit in the principal funding account, including any
net investment earnings, see "Description of Series Provisions--Principal
Funding Account" in this prospectus supplement.
On the scheduled payment date, the trust will use the money on deposit in the
principal funding account to pay (a) the Class A investor interest and (b) if
the Class A investor interest is paid in full, the Class B investor interest.
You should be aware that there may not be sufficient amounts available to pay
principal in full for the Class A investor interest and the Class B investor
interest on the scheduled payment date. In addition, if the money on deposit in
the principal funding account is insufficient to pay these amounts on the
scheduled payment date or if a trust pay out event or a Series 2000-L pay out
event occurs, either the rapid accumulation period or the rapid amortization
period will begin and the timing of your principal payments could change. See
"Maturity Considerations" in this prospectus supplement and in the accompanying
prospectus.
The controlled accumulation period is scheduled to begin at the close of
business on October 31, 2006, but in some cases may be delayed to no later than
the close of business on September 30, 2007. See "Description of Series
Provisions--Postponement of Controlled Accumulation Period" in this prospectus
supplement.
The controlled accumulation period will end when any one of the following
occurs:
. the investor interest is paid in full;
. the rapid accumulation period begins;
. the rapid amortization period begins; or
. the Series 2000-L termination date.
Rapid Accumulation Period: If a period called the rapid accumulation period
begins, the servicer will deposit any available principal collections, up to
the Class A investor interest, into the principal funding account, in order to
pay the Class A certificates in full on the scheduled payment date. Each month
during the rapid accumulation period prior to the scheduled payment date, the
trust will use any available principal collections not required to be deposited
and accumulated in the principal funding account for the benefit of the Class A
certificateholders to pay the Class B investor interest. During the rapid
accumulation period principal will not be paid to the holders of the Class A
certificates.
See "Description of Series Provisions--Principal Payments" and "--Application
of Collections" in this prospectus supplement.
For information about the application of money on deposit in the principal
funding account, including any net investment earnings, see "Description of
Series Provisions--Principal Funding Account" in this prospectus supplement.
S-10
<PAGE>
On the scheduled payment date, the trust will use the accumulated money on
deposit in the principal funding account to pay the Class A investor interest,
and the interest rate swap will terminate.
You should be aware that there may not be sufficient amounts available (a) to
pay principal in full for the Class A investor interest on the scheduled
payment date or (b) to pay principal in full for the Class B investor interest
at any time during the rapid accumulation period. In addition, if (i) the
interest rate swap terminates, (ii) a credit rating of the swap counterparty is
below certain levels or a withdrawal of the credit rating of the swap
counterparty occurs, and the swap counterparty fails to adequately fund the
interest reserve account, or (iii) a trust pay out event occurs, the rapid
amortization period will begin and the timing of your principal payments could
change.
See "Maturity Considerations," "Description of Series Provisions--Pay Out
Events" and "--Interest Rate Swap" in this prospectus supplement and "Maturity
Considerations" and "Description of the Certificates--Pay Out Events" in the
accompanying prospectus for a discussion of the events that might lead to the
start of a rapid amortization period.
The rapid accumulation period will begin when a Series 2000-L pay out event
occurs prior to the scheduled payment date, so long as (a) the interest rate
swap has not been terminated and (b) if a credit rating of the swap
counterparty is below certain levels or a withdrawal of the credit rating of
the swap counterparty has occurred, the swap counterparty has adequately funded
the interest reserve account. The rapid accumulation period will end when
either of the following occurs:
. the rapid amortization period begins; or
. the scheduled payment date.
Rapid Amortization Period: If a period called the rapid amortization period
begins, the trust will use any available principal collections allocated to
your series to pay (a) the Class A investor interest, (b) if the Class A
investor interest is paid in full, the Class B investor interest and (c) if the
Class B investor interest is paid in full, the collateral interest. These
payments will begin on the distribution date in the month after the rapid
amortization period begins.
The rapid amortization period will begin on the earlier to occur of (a) a trust
pay out event or (b) a Series 2000-L pay out event if either the interest rate
swap is or has been terminated or, following certain reductions or a withdrawal
of the rating of the swap counterparty, the swap counterparty has failed to
adequately fund the interest reserve account. The rapid amortization period
will end when any one of the following occurs:
. the investor interest is paid in full;
. the Series 2000-L termination date; or
. the trust termination date.
Pay Out Events: Certain adverse events called pay out events might lead to the
start of either the rapid accumulation period or the rapid amortization period
and the end of any of the revolving period, the controlled accumulation period
or the rapid accumulation period.
The pay out events for your series are described in "Description of Series
Provisions--Pay Out Events" in this prospectus supplement. In addition, see
"Description of the Certificates--Pay Out Events" in the accompanying
prospectus for a discussion of the consequences of an insolvency or
receivership of the seller.
Shared Principal Collections
This series is included in a group of series designated as "group one." Each
series identified under the caption "Annex I: Other Series Issued and
Outstanding" included at the end of this prospectus supplement is, and other
series in the future may be, included in group one. To the extent that
collections of principal receivables allocated to your series are not needed to
make payments or deposits to the principal funding account for your series,
these collections, called shared principal collections, will be applied to
cover principal payments for other series within group one. Any reallocation
for this purpose will not reduce your series's investor interest. In addition,
you may receive the benefits of collections of principal receivables and
certain other amounts allocated to other series in group one, to the extent
those collections are not needed for those other series. See "Description of
Series Provisions-- Shared Principal Collections" in this prospectus supplement
and
S-11
<PAGE>
"Description of the Certificates--Shared Principal Collections" in the
accompanying prospectus.
Denominations
Beneficial interests in the certificates will be offered in minimum
denominations of $1,000 and integral multiples of that amount.
Registration, Clearance and Settlement
Your certificates will be registered in the name of Cede & Co., as the nominee
of the Depository Trust Company. You will not receive a definitive certificate
representing your interest, except in limited circumstances described in the
accompanying prospectus when certificates in fully registered, certificated
form are issued. See "Description of the Certificates--Definitive Certificates"
in the accompanying prospectus.
You may elect to hold your certificates through DTC, in the United States, or
Clearstream Banking, societe anonyme or the Euroclear System, in Europe.
Transfers within DTC, Clearstream or Euroclear, as the case may be, will be
made in accordance with the usual rules and operating procedures of those
systems. Cross-market transfers between persons holding directly or indirectly
through DTC and counterparties holding directly or indirectly through
Clearstream or Euroclear will be made in DTC through the relevant depositaries
of Clearstream or Euroclear. See "Description of the Certificates--Book-Entry
Registration" in the accompanying prospectus.
We expect that the certificates will be delivered in book-entry form through
the facilities of DTC, Clearstream and Euroclear on or about the closing date.
Tax Status
Special counsel to the seller is of the opinion that under existing law your
certificates will be characterized as debt for federal income tax purposes. The
seller has agreed, and, by the purchase of your certificates, you agree, to
treat your certificates as debt for federal, state and local income tax
purposes and franchise tax purposes. See "Federal Income Tax Consequences" in
the accompanying prospectus for additional information concerning the
application of federal income tax laws.
ERISA Considerations
Subject to important considerations described under "ERISA Considerations" in
this prospectus supplement and in the accompanying prospectus, the Class A
certificates are eligible for purchase by persons investing assets of employee
benefit plans or individual retirement accounts.
For the reasons discussed under "ERISA Considerations" in this prospectus
supplement and the accompanying prospectus, the Class B certificates are not
eligible for purchase by persons investing assets of employee benefit plans or
individual retirement accounts.
Certificate Ratings
The Class A certificates are required to be rated in the highest rating
category by at least one nationally recognized rating organization.
The Class B certificates are required to be rated in one of the three highest
rating categories by at least one nationally recognized rating organization.
See "Certificate Ratings" in the accompanying prospectus for a discussion of
the primary factors upon which the ratings are based.
Exchange Listing
We will apply to list the certificates on the Luxembourg Stock Exchange. We
cannot guarantee that the application for the listing will be accepted. You
should consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent
for the certificates, Boulevard Konrad Adenauer 2, L-1115 Luxembourg, phone
number (352) 42 12 21, to determine whether or not the certificates are listed
on the Luxembourg Stock Exchange.
S-12
<PAGE>
Risk Factors
You should consider the following risk factor and the risk factors described
in the accompanying prospectus in deciding whether to purchase the
certificates.
The interest rate swap can affect the timing of principal
payments of the certificates.
Since the swap counterparty makes payments under the
interest rate swap based on a fixed rate for the related
interest period and the trust makes payments under the
interest rate swap based on a floating rate for the
related interest period, it is possible that the amount
owing to the swap counterparty for any interest period
could exceed the amount owing to the trust for the
related interest period and that a net swap payment will
be owing by the trust to the swap counterparty. If a net
swap payment is owing by the trust to the swap
counterparty for any distribution date, the swap
counterparty will be entitled to that payment from
collections of finance charge receivables and certain
other available amounts otherwise allocated to the Class
A certificates. If net swap payments are made out of
excess spread or reallocated principal collections, the
amount of credit enhancement supporting the certificates
may be reduced.
If the long-term credit rating of the swap counterparty
is reduced below BBB- by Standard & Poor's or below Baa3
by Moody's, or is withdrawn by either Standard & Poor's
or Moody's, the swap counterparty may be directed to
assign its rights and obligations under the interest rate
swap to a replacement swap counterparty. You should be
aware that there may not be a suitable replacement swap
counterparty. In addition, we cannot assure you that any
assignment of the swap counterparty's rights and
obligations will occur. See "Description of Series
Provisions--Interest Rate Swap" in this prospectus
supplement.
A payment default by the swap counterparty or the trust
may result in the termination of the interest rate swap.
The interest rate swap may also be terminated upon the
occurrence of certain other events described under
"Description of Series Provisions--Interest Rate Swap" in
this prospectus supplement. See "Maturity
Considerations," "Description of Series Provisions--
Interest Rate Swap" and "--Pay Out Events" in this
prospectus supplement.
If during the revolving period or the controlled
accumulation period either the interest rate swap is
terminated or an interest reserve account event occurs,
the occurrence of a Series 2000-L pay out event will
result in the start of the rapid amortization period
rather than the rapid accumulation period. Furthermore,
if during the rapid accumulation period either the
interest rate swap is terminated or an interest reserve
account event occurs, the rapid amortization period will
start. We cannot assure you that the interest rate swap
will not terminate prior to the scheduled payment date or
that an interest reserve account event will not occur
prior to the scheduled payment date. See "Description of
Series Provisions--Interest Rate Swap" and "--Pay Out
Events" in this prospectus supplement.
Although the rating agencies have not relied on the
ratings of the swap counterparty in rating either the
Class A certificates or the Class B certificates, but
rather have relied on the value of the receivables and
the benefits of the applicable credit enhancement, we
cannot assure you that interest on the Class A
certificates can be paid if a payment default by the swap
counterparty occurs.
S-13
<PAGE>
MBNA's Credit Card Portfolio
Billing and Payments
MBNA, using MBNA Hallmark Information Services, Inc. as its service bureau,
generates and mails to cardholders monthly statements summarizing account
activity and processes cardholder monthly payments. Generally, cardholders must
make a monthly minimum payment at least equal to the lesser of (i) the sum of
all finance charges, bank imposed fees, a stated minimum amount (generally $15)
and past due amounts or (ii) 2.25% of the statement balance plus past due
amounts, but generally not less than $15. Certain eligible cardholders are
given the option periodically to take a payment deferral.
The finance charges on purchases, which are assessed monthly, are calculated
by multiplying the account's average daily purchase balance by the applicable
daily periodic rate, and multiplying the result by the number of days in the
billing cycle. Finance charges are calculated on purchases from the date of the
purchase or the first day of the billing cycle in which the purchase is posted
to the account, whichever is later. Monthly periodic finance charges are not
assessed in most circumstances on new purchases if all balances shown on the
previous billing statement are paid by the due date, which is generally at
least 25 days after the billing date. Monthly periodic finance charges are not
assessed in most circumstances on previous purchases if all balances shown on
the two previous billing statements are paid by their respective due dates.
The finance charges, which are assessed monthly on cash advances (including
balance transfers), are calculated by multiplying the account's average cash
advance balance by the applicable daily periodic rate, and multiplying the
result by the number of days in the billing cycle. Finance charges are
calculated on cash advances (including balance transfers) from the date of the
transaction. Currently, MBNA generally treats the day on which a cash advance
check is deposited or cashed as the transaction date for such check.
MBNA offers fixed rate and variable rate credit card accounts. MBNA also
offers temporary promotional rates.
MBNA assesses annual membership fees on certain accounts although under
various marketing programs these fees may be waived or rebated. For most credit
card accounts, MBNA also assesses late, overlimit and returned check charges.
MBNA generally assesses a fee on cash advances and certain purchase
transactions.
Delinquencies and Collection Efforts
An account is contractually delinquent if the minimum payment is not received
by the due date indicated on the customer's statement. Efforts to collect
contractually delinquent credit card receivables currently are made by MBNA's
Customer Assistance personnel. Collection activities include statement
messages, telephone calls and formal collection letters. MBNA employs two
principal computerized systems for collecting past due accounts. The Predictive
Management System analyzes each cardholder's purchase and repayment habits and
selects accounts for initial contact with the objective of contacting the
highest risk accounts first. The accounts selected are queued to MBNA's
proprietary Outbound Call Management System. This system sorts accounts by a
number of factors, including time zone, degree of delinquency and dollar amount
due, and automatically dials delinquent accounts in order of priority.
Representatives are automatically linked to the cardholder's account
information and voice line when a contact is established.
Accounts are worked continually at each stage of delinquency through the 180
day past due level. As an account enters the 180 day delinquency level, it is
classified as a potential charge-off. Accounts failing to make a payment during
the 180 day cycle are written off. Managers may defer a charge-off of an
account for another month, pending continued payment activity or other special
circumstances. Senior manager approval is required on all exceptions to charge-
off. Accounts of cardholders in bankruptcy are currently charged-off no later
than is consistent with this policy.
S-14
<PAGE>
In February 1999, the Federal Financial Institutions Examination Council
published a revised policy statement on the classification of consumer loans.
The revised policy establishes uniform guidelines for charge-off of loans to
delinquent, bankrupt and deceased borrowers, for charge-off of fraudulent
accounts, and for re-aging, extending, deferring or rewriting delinquent
accounts. The guidelines must be implemented by December 31, 2000. MBNA will
implement the guidelines in December 2000. MBNA, as servicer, will accelerate
charge-off of some delinquent loans when it implements the guidelines and does
not expect implementation to have an effect upon the payment of principal and
interest on the certificates. This statement is a forward-looking statement,
subject to certain risks and uncertainties. The implementation of the
guidelines could, in combination with other adverse changes, such as a material
increase in charge-off rates or in the rate of interest payable to
certificateholders, have a material adverse effect upon the payments of
principal and interest on the certificates.
The Bank Portfolio
Delinquency and Gross Charge-Off Experience
The following tables set forth the delinquency and gross charge-off
experience for each of the periods shown for the portfolio of credit card
accounts owned by the seller, referred to as the "bank portfolio." Any
particular segment of the bank portfolio may have delinquency and gross charge-
off characteristics different from those of the overall bank portfolio.
As of the beginning of the day on November 20, 2000, the receivables in the
trust portfolio represented approximately 93% of the bank portfolio. Because
the trust portfolio is only a portion of the bank portfolio, actual delinquency
and gross charge-off experience with respect to the receivables in the trust
may be different from that set forth below for the bank portfolio. We cannot
assure you that the delinquency and gross charge-off experience for the
receivables in the future will be similar to the historical experience of the
bank portfolio set forth below.
Delinquency Experience
Bank Portfolio
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
----------------------- -----------------------------------------------------------------------
2000 1999 1998 1997
----------------------- ----------------------- ----------------------- -----------------------
Percentage Percentage Percentage Percentage
of Total of Total of Total of Total
Receivables Receivables Receivables Receivables Receivables Receivables Receivables Receivables
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables
Outstanding(1)........ $61,163,461 $56,810,333 $46,946,483 $41,567,876
Receivables Delinquent:
30-59 Days............ $ 1,040,955 1.70% $ 902,788 1.59% $ 842,557 1.79% $ 799,458 1.92%
60-89 Days............ 581,280 0.95 525,253 0.92 459,367 0.98 386,276 0.93
90 or more............ 1,345,127 2.20 1,179,671 2.08 1,009,157 2.15 833,957 2.01
----------- ---- ----------- ---- ----------- ---- ----------- ----
Total................. $ 2,967,362 4.85% $ 2,607,712 4.59% $ 2,311,081 4.92% $ 2,019,691 4.86%
=========== ==== =========== ==== =========== ==== =========== ====
</TABLE>
--------
(1) The receivables outstanding on the accounts consist of all amounts due from
cardholders as posted to the accounts as of the end of the period shown.
S-15
<PAGE>
Gross Charge-Off Experience
Bank Portfolio
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months
Ended Year Ended December 31,
September 30, -------------------------------------
2000 1999 1998 1997
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Average Receivables
Outstanding(1)........... $58,162,162 $49,447,496 $43,205,658 $36,651,499
Total Gross Charge-
Offs(2).................. 2,349,090 2,891,449 2,415,466 1,897,006
Total Gross Charge-Offs as
a percentage of
Average Receivables
Outstanding(3)........... 5.39% 5.85% 5.59% 5.18%
</TABLE>
--------
(1) Average receivables outstanding is the average of the daily receivable
balance during the period indicated.
(2) Total gross charge-offs as a percentage of average receivables outstanding
for the month ended October 31, 2000 was 5.26% calculated as an annualized
figure. Total gross charge-offs are total principal and interest charge-
offs before recoveries and do not include the amount of any reductions in
average receivables outstanding due to fraud, returned goods, customer
disputes or other miscellaneous credit adjustments.
(3) The percentage reflected for the nine months ended September 30, 2000 is an
annualized figure.
Revenue Experience
The gross revenues from finance charges and fees billed to accounts in the
bank portfolio for each of the three calendar years contained in the period
ended December 31, 1999 and the nine calendar months contained in the period
ended September 30, 2000 are set forth in the following table.
The historical yield figures in the following table are calculated on an
accrual basis. Collections of receivables included in the trust will be on a
cash basis and may not reflect the historical yield experience in the table.
During periods of increasing delinquencies or periodic payment deferral
programs, accrual yields may exceed cash amounts collected from cardholders.
Conversely, cash yields may exceed accrual yields as amounts collected in a
current period may include amounts accrued during prior periods.
However, the seller believes that during the three calendar years contained
in the period ended December 31, 1999 and the nine calendar months contained in
the period ended September 30, 2000, the yield on an accrual basis closely
approximated the yield on a cash basis. The yield on both an accrual and a cash
basis will be affected by numerous factors, including the monthly periodic
finance charges on the receivables, the amount of the annual membership fees
and other fees, changes in the delinquency rate on the receivables and the
percentage of cardholders who pay their balances in full each month and do not
incur monthly periodic finance charges. See "Risk Factors" in the accompanying
prospectus.
S-16
<PAGE>
Revenue Experience
Bank Portfolio
<TABLE>
<CAPTION>
Nine Months
Ended Year Ended December 31,
September 30, -------------------------------
2000 1999 1998 1997
------------- --------- --------- ---------
<S> <C> <C> <C> <C>
Average Account Monthly Accrued
Finance
Charges and Fees(1)(2)........ $ 29.68 $ 28.38 $ 27.59 $ 25.58
Average Account Balance(3)..... $2,001.87 $1,971.71 $1,902.58 $1,822.14
Yield from Finance Charges and
Fees(4)....................... 17.79% 17.27% 17.40% 16.85%
Yield from Interchange(5)...... 1.66% 1.57% 1.32% 1.23%
Yield from Finance Charges,
Fees and Interchange(6)....... 19.45% 18.84% 18.72% 18.08%
</TABLE>
--------
(1) Finance charges and fees are comprised of monthly periodic finance charges
and other credit card fees.
(2) Average account monthly accrued finance charges and fees are presented net
of adjustments made pursuant to MBNA's normal servicing procedures,
including removal of incorrect or disputed monthly periodic finance
charges.
(3) Average account balance includes purchases, cash advances and accrued and
unpaid monthly periodic finance charges and other charges and is calculated
based on the average of the account balances during the periods shown for
accounts with charging privileges.
(4) Yield from finance charges and fees is the result of dividing the
annualized average account monthly accrued finance charges and fees by the
average account balance for the period.
(5) Yield from interchange is the result of dividing annualized revenue
attributable to interchange received during the period by the average
account balance for the period. The amount of interchange for each of the
periods indicated above has been estimated.
(6) The percentage reflected for the nine months ended September 30, 2000 is an
annualized figure.
The revenue for the bank portfolio shown in the above table is comprised of
monthly periodic finance charges, credit card fees and interchange. These
revenues vary for each account based on the type and volume of activity for
each account. Because the trust portfolio is only a portion of the bank
portfolio, actual yield with respect to receivables in the trust may be
different from that set forth above for the bank portfolio. See "MBNA's Credit
Card Activities" in the accompanying prospectus.
Interchange
The seller will transfer to the trust a percentage of the interchange
attributed to cardholder charges for goods and services in the accounts of the
trust. Interchange will be allocated to the certificates and the Collateral
Interest based on their portion of the Investor Interest and of cardholder
charges for goods and services in the accounts of the trust relative to the
total amount of cardholder charges for goods and services in the MasterCard and
VISA credit card accounts owned by MBNA, as reasonably estimated by the seller.
MasterCard and VISA may from time to time change the amount of interchange
reimbursed to banks issuing their credit cards. Interchange will be treated as
collections of finance charge receivables for the purposes of determining the
amount of finance charge receivables, allocating collections of finance charge
receivables, making required monthly payments and calculating the Portfolio
Yield. Under the circumstances described herein, interchange will be used to
pay a portion of the Investor Servicing Fee required to be paid on each
transfer date. See "Description of Series Provisions--Servicing Compensation
and Payment of Expenses" in this prospectus supplement and "MBNA's Credit Card
Activities--Interchange" in the accompanying prospectus.
S-17
<PAGE>
Payment Rates
The following table sets forth the highest and lowest cardholder monthly
payment rates for the bank portfolio during any month in the periods shown and
the average cardholder monthly payment rates for all months during the periods
shown, in each case calculated as a percentage of total opening monthly account
balances during the periods shown. Payment rates shown in the table are based
on amounts which would be deemed payments of principal receivables and finance
charge receivables with respect to the accounts.
Cardholder Monthly Payment Rates Bank Portfolio
<TABLE>
<CAPTION>
Nine Months Year Ended
Ended December 31,
September 30, --------------------
2000 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C> <C>
Lowest Month......................... 13.75% 13.29% 12.26% 11.30%
Highest Month........................ 14.82% 14.59% 14.07% 13.15%
Monthly Average...................... 14.24% 14.09% 13.35% 12.20%
</TABLE>
Generally, cardholders must make a monthly minimum payment at least equal to
the lesser of (i) the sum of all finance charges, bank imposed fees, a stated
minimum amount (generally $15) and past due amounts or (ii) 2.25% of the
statement balance plus past due amounts, but generally not less than $15.
Certain eligible cardholders are given the option periodically to take a
payment deferral. We cannot assure you that the cardholder monthly payment
rates in the future will be similar to the historical experience set forth
above. In addition, the amount of collections of receivables may vary from
month to month due to seasonal variations, general economic conditions and
payment habits of individual cardholders.
The Trust Portfolio
The receivables conveyed to the trust arise in accounts selected from the
bank portfolio on the basis of criteria set forth in the master agreement as
applied on June 22, 1994, called the "cut-off date," and, with respect to
additional accounts, as of the related date of their designation. The seller
has the right, subject to certain limitations and conditions set forth therein,
to designate from time to time additional accounts and to transfer to the trust
all receivables of such additional accounts. Any additional accounts designated
must be eligible accounts as of the date the seller designates such accounts as
additional accounts. The seller has designated additional accounts and conveyed
the receivables arising therein to the trust 29 times since the cut-off date.
The aggregate total principal receivables added to the trust in those additions
was approximately $45.945 billion.
The seller will be required to designate additional accounts, to the extent
available:
(a) to maintain the Seller Interest so that, during any period of 30
consecutive days, the Seller Interest averaged over that period equals or
exceeds the Minimum Seller Interest for the same period; and
(b) to maintain, for so long as certificates of any series (including the
certificates for your series) remain outstanding, an aggregate amount of
principal receivables equal to or greater than the Minimum Aggregate
Principal Receivables.
"Minimum Seller Interest" for any period means 4% of the average principal
receivables for such period. The seller may reduce the Minimum Seller Interest
to not less than 2% of the average principal receivables for such period upon
satisfaction of the Rating Agency Condition and certain other conditions to be
set forth in the master agreement.
S-18
<PAGE>
"Minimum Aggregate Principal Receivables" means, with respect to all series
then outstanding, unless otherwise provided in the related series supplement,
an amount equal to the sum of the numerators used in the calculation of the
Investor Percentages with respect to principal receivables for all outstanding
series on such date, except that:
. with respect to any series in its rapid accumulation period, or such
other period as designated in the related series supplement, with an
Investor Interest (as defined in the prospectus) as of such date of
determination equal to the principal funding account balance relating to
such series, taking into account any deposit to be made to the principal
funding account relating to such series on the transfer date following
such date of determination, the numerator used in the calculation of the
Investor Percentage with respect to principal receivables relating to
such series will, solely for the purpose of the definition of Minimum
Aggregate Principal Receivables, be deemed to equal zero; and
. the Minimum Aggregate Principal Receivables may be reduced to a lesser
amount at any time if the Rating Agency Condition is satisfied.
"Rating Agency Condition" means the notification in writing by each selected
rating agency to the seller, the servicer and the trustee that a proposed
action will not result in any rating agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding series or class
of a series with respect to which it is a rating agency.
The seller has the right, subject to certain limitations and conditions, to
designate certain removed accounts and to require the trustee to reconvey all
receivables in such removed accounts to the seller. Once an account is removed,
receivables existing or guaranteed under that account are not transferred to
the trust.
As of the beginning of the day on November 20, 2000:
. the trust portfolio included $55,868,996,663 of principal receivables and
$1,477,892,327 of finance charge receivables;
. the accounts had an average principal receivable balance of $1,457 and an
average credit limit of $12,031;
. the percentage of the aggregate total receivable balance to the aggregate
total credit limit was 12.4%;
. the average age of the accounts was approximately 53 months;
. cardholders whose accounts are included in the trust portfolio had
billing addresses in all 50 States and the District of Columbia;
. 29.8% of the accounts were standard accounts and 70.2% were premium
accounts; and
. the aggregate principal receivable balances of standard accounts and
premium accounts, as a percentage of the total aggregate principal
receivables, were 20.0% and 80.0%, respectively.
S-19
<PAGE>
The following tables summarize the trust portfolio by various criteria as of
the beginning of the day on November 20, 2000. Because the future composition
of the trust portfolio may change over time, these tables do not describe the
composition of the trust portfolio at any future time.
Composition by Account Balance Trust Portfolio
<TABLE>
<CAPTION>
Percentage of Percentage
Number Total Number of Total
Account Balance Range of Accounts of Accounts Receivables Receivables
--------------------- ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C>
Credit Balance.......... 565,700 1.5% $ (69,552,624) (0.1)%
No Balance.............. 22,595,186 58.9 0 0.0
$.01-$ 5,000.00........ 10,987,373 28.7 15,066,322,058 26.3
$ 5,000.01-$10,000.00... 2,728,684 7.1 19,223,493,516 33.5
$10,000.01-$15,000.00... 874,467 2.3 10,547,319,851 18.4
$15,000.01-$20,000.00... 326,042 0.8 5,592,848,086 9.7
$20,000.01-$25,000.00... 151,826 0.4 3,392,228,539 5.9
$25,000.01 or More...... 105,593 0.3 3,594,229,564 6.3
---------- ----- --------------- -----
Total................. 38,334,871 100.0% $57,346,888,990 100.0%
========== ===== =============== =====
Composition by Credit Limit
Trust Portfolio
<CAPTION>
Percentage of Percentage
Number Total Number of Total
Credit Limit Range of Accounts of Accounts Receivables Receivables
------------------ ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to
$5,000.00.............. 7,219,722 18.8% $ 4,705,270,705 8.2%
$ 5,000.01-$10,000.00.. 11,528,419 30.1 16,050,118,442 28.0
$10,000.01-$15,000.00... 8,708,527 22.7 13,010,238,721 22.7
$15,000.01-$20,000.00... 5,096,987 13.3 8,680,568,137 15.1
$20,000.01-$25,000.00... 4,064,720 10.6 8,373,823,096 14.6
$25,000.01 or More...... 1,716,496 4.5 6,526,869,889 11.4
---------- ----- --------------- -----
Total................. 38,334,871 100.0% $57,346,888,990 100.0%
========== ===== =============== =====
Composition by Period of Delinquency
Trust Portfolio
<CAPTION>
Period of Delinquency Percentage of Percentage
(Days Contractually Number Total Number of Total
Delinquent) of Accounts of Accounts Receivables Receivables
--------------------- ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C>
Not Delinquent.......... 36,869,694 96.2% $49,599,886,255 86.5%
Up to 29 Days........... 886,122 2.3 4,499,211,273 7.8
30 to 59 Days........... 231,815 0.6 1,248,777,827 2.2
60 to 89 Days........... 118,214 0.3 631,535,424 1.1
90 or More Days......... 229,026 0.6 1,367,478,211 2.4
---------- ----- --------------- -----
Total................. 38,334,871 100.0% $57,346,888,990 100.0%
========== ===== =============== =====
</TABLE>
S-20
<PAGE>
Composition by Account Age Trust Portfolio
<TABLE>
<CAPTION>
Percentage of Percentage
Number Total Number of Total
Account Age of Accounts of Accounts Receivables Receivables
----------- ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C>
Not More Than 6
Months................. 2,372,687 6.2% $ 2,754,310,354 4.8%
Over 6 Months to 12
Months................. 2,428,300 6.3 3,415,636,193 5.9
Over 12 Months to 24
Months................. 5,667,383 14.8 7,274,667,679 12.7
Over 24 Months to 36
Months................. 5,460,586 14.3 5,939,976,959 10.3
Over 36 Months to 48
Months................. 5,916,138 15.4 7,168,950,982 12.5
Over 48 Months to 60
Months................. 4,900,530 12.8 6,461,336,085 11.3
Over 60 Months to 72
Months................. 3,412,528 8.9 5,600,586,535 9.8
Over 72 Months.......... 8,176,719 21.3 18,731,424,203 32.7
---------- ----- --------------- -----
Total................. 38,334,871 100.0% $57,346,888,990 100.0%
========== ===== =============== =====
</TABLE>
Geographic Distribution of Accounts Trust Portfolio
<TABLE>
<CAPTION>
Percentage of Percentage
Number Total Number of Total
State of Accounts of Accounts Receivables Receivables
----- ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C>
California................ 3,917,066 10.2% $ 6,709,293,658 11.7%
New York.................. 2,864,717 7.5 4,034,016,286 7.0
Texas..................... 2,239,429 5.8 3,899,652,252 6.8
Florida................... 2,308,119 6.0 3,597,587,710 6.3
Pennsylvania.............. 2,261,039 5.9 2,860,902,412 5.0
New Jersey................ 1,494,351 3.9 2,349,512,531 4.1
Illinois.................. 1,630,933 4.3 2,274,623,141 4.0
Ohio...................... 1,670,878 4.4 2,081,840,872 3.6
Michigan.................. 1,426,067 3.7 2,075,102,075 3.6
Virginia.................. 1,218,863 3.2 1,884,609,743 3.3
Other..................... 17,303,409 45.1 25,579,748,310 44.6
---------- ----- --------------- -----
Total................... 38,334,871 100.0% $57,346,888,990 100.0%
========== ===== =============== =====
</TABLE>
S-21
<PAGE>
Maturity Considerations
You are expected to receive payment of principal in full on November 15,
2007, the "scheduled payment date." You may, however, receive payments of
principal earlier than the scheduled payment date if either (a) a Trust Pay Out
Event occurs or (b)(i) a Series 2000-L Pay Out Event occurs or has occurred and
(ii) either the interest rate swap is or has been terminated or an Interest
Reserve Account Event occurs or has occurred. The occurrence of either of the
foregoing would result in the commencement of the Rapid Amortization Period.
The holders of the Class B certificates will not begin to receive principal
payments until the final principal payment on the Class A certificates has been
made or, during the Rapid Accumulation Period, until an amount equal to the
Class A Investor Interest has been deposited in the principal funding account.
Controlled Accumulation Period
Series 2000-L will have a period of time, called the "Controlled Accumulation
Period" when payments of principal are deposited in the principal funding
account to pay the certificates in full on the scheduled payment date. The
Controlled Accumulation Period is scheduled to begin at the close of business
on October 31, 2006, but in some cases may be delayed to no later than the
close of business on September 30, 2007. The Controlled Accumulation Period
will end when any one of the following occurs:
.the Investor Interest is paid in full;
.the Rapid Accumulation Period begins;
.the Rapid Amortization Period begins; or
.the Series 2000-L Termination Date.
On each transfer date during the Controlled Accumulation Period, an amount
equal to, for each monthly period, the least of:
(a) the Available Investor Principal Collections;
(b) the applicable Controlled Deposit Amount, which is equal to the sum
of the applicable Controlled Accumulation Amount for such monthly period
and the applicable Accumulation Shortfall, if any; and
(c) the sum of the Class A Adjusted Investor Interest and the Class B
Adjusted Investor Interest prior to any deposits on such day;
will be deposited in the principal funding account established by the trustee
until the principal funding account balance equals the sum of the Class A
Investor Interest and the Class B Investor Interest. Amounts in the principal
funding account are expected to be available to pay in full the Class A
Investor Interest and, after the payment of the Class A Investor Interest in
full, the Class B Investor Interest on the scheduled payment date. If Available
Investor Principal Collections for any monthly period during the Controlled
Accumulation Period exceed the Controlled Deposit Amount, any such excess will
be paid to the Collateral Interest holder on the related transfer date, to the
extent that the Collateral Interest exceeds the Required Collateral Interest.
After the Class A Investor Interest and the Class B Investor Interest have each
been paid in full, Available Investor Principal Collections, to the extent
required, will be distributed to the Collateral Interest holder on each related
transfer date until the earlier of the date on which the Collateral Interest
has been paid in full and the Series 2000-L Termination Date.
We cannot assure you that collections of principal receivables in the trust
portfolio will be similar to the payment rate experience shown in the table
under "MBNA's Credit Card Portfolio--The Bank Portfolio--Payment Rates" in this
prospectus supplement, or that, therefore, deposits into the principal funding
account will equal the Controlled Accumulation Amount. In addition, as
described under "Description of Series Provisions--Postponement of Controlled
Accumulation Period" in this prospectus supplement, the servicer may shorten
the Controlled Accumulation Period and, in such event, we cannot assure you
that there will be sufficient time to accumulate all amounts necessary to pay
the Investor Interest on the scheduled payment date. See "Maturity
Considerations" and "Risk Factors" in the accompanying prospectus. If the
amount required to pay the Class A Investor Interest and the Class B Investor
Interest in full is not available on the scheduled payment date, a Pay Out
Event will occur and the Rapid Amortization Period will commence.
S-22
<PAGE>
Rapid Accumulation Period
A Series 2000-L Pay Out Event occurs, either automatically or after specified
notice, if one of the adverse events described in "Description of Series
Provisions--Pay Out Events" in this prospectus supplement occurs. If a Series
2000-L Pay Out Event occurs during either the Revolving Period or the
Controlled Accumulation Period, and the interest rate swap has not been
terminated or an Interest Reserve Account Event has not occurred, the "Rapid
Accumulation Period" will commence. During the Rapid Accumulation Period:
(a) any amount on deposit in the principal funding account up to the
Class A Investor Interest will be held there for the benefit of the Class A
certificateholders; and
(b) any amount on deposit in the principal funding account in excess of
the Class A Investor Interest will be available to pay the Class B
certificateholders on the first distribution date with respect to the Rapid
Accumulation Period.
On each transfer date during the Rapid Accumulation Period, an amount equal
to, for each monthly period, the lesser of:
(a) Available Investor Principal Collections; and
(b) the Class A Adjusted Investor Interest prior to any deposits on such
day;
will be deposited in the principal funding account, until the amount on deposit
in the principal funding account equals the Class A Investor Interest.
Available Investor Principal Collections deposited in the principal funding
account during the Rapid Accumulation Period will not be subject to the
Controlled Deposit Amount. Funds on deposit in the principal funding account
will be available to pay the Class A certificateholders on the scheduled
payment date (or earlier under certain circumstances described herein).
After the amount on deposit in the principal funding account equals the Class
A Investor Interest, Available Investor Principal Collections will be paid to
the Class B certificateholders on each distribution date until the earliest of:
(a) the date on which the Class B certificates are paid in full;
(b) the Series 2000-L Termination Date; and
(c) the Trust Termination Date.
Unless either (a) the interest rate swap terminates or an Interest Reserve
Account Event occurs, or (b) a Trust Pay Out Event occurs, in each case, prior
to the scheduled payment date, the Rapid Accumulation Period will end on the
scheduled payment date.
Rapid Amortization Period
A Pay Out Event occurs, either automatically or after specified notice, if
one of the adverse events described in "Description of Series Provisions--Pay
Out Events" in this prospectus supplement occurs. If either (a) a Trust Pay Out
Event occurs or (b)(i) a Series 2000-L Pay Out Event occurs or has occurred and
(ii) either the interest rate swap is or has been terminated or an Interest
Reserve Account Event occurs or has occurred, the "Rapid Amortization Period"
will commence, and any amount on deposit in the principal funding account will
be paid to the Class A certificateholders and, after the Class A Investor
Interest has been paid in full, the Class B certificateholders on the first
distribution date with respect to the Rapid Amortization Period.
During the Rapid Amortization Period, Available Investor Principal
Collections will be paid to the Class A certificateholders on each distribution
date until the earliest of:
(a) the date on which the Class A certificates are paid in full;
(b) the Series 2000-L Termination Date; and
(c) the Trust Termination Date.
S-23
<PAGE>
After the Class A certificates have been paid in full and if the Series 2000-
L Termination Date or the Trust Termination Date has not occurred, Available
Investor Principal Collections will be paid to the Class B certificateholders
on each distribution date until the earliest of:
(a) the date on which the Class B certificates are paid in full;
(b) the Series 2000-L Termination Date; and
(c) the Trust Termination Date.
Swap Termination Events
The interest rate swap may be terminated by its terms, whether or not the
Class A certificates have been paid in full prior to such termination, upon the
earliest to occur of:
(i) the termination of the trust pursuant to the terms of the master
agreement;
(ii) the payment in full of the Class A Investor Interest;
(iii) the scheduled payment date;
(iv) the insolvency, conservatorship or receivership of the swap
counterparty;
(v) the failure on the part of the trustee (on behalf of the trust) or
the swap counterparty to make any payment under the interest rate swap
within the applicable grace period, if any; and
(vi) illegality on the part of the trust or the swap counterparty to be a
party to, or perform an obligation under, the interest rate swap.
If the interest rate swap terminates during either the Revolving Period or the
Controlled Accumulation Period, upon the occurrence of a Series 2000-L Pay Out
Event, there will be no Rapid Accumulation Period and the Rapid Amortization
Period will commence. If the interest rate swap terminates during the Rapid
Accumulation Period, the Rapid Accumulation Period will end and the Rapid
Amortization Period will commence. Any such termination could reduce the
average life of the Class A certificates, the Class B certificates and the
Collateral Interest.
Interest Reserve Account Event
If the swap counterparty fails to deposit the Required Interest Reserve
Amount into the interest reserve account within 30 days of (i) the swap
counterparty's short-term credit being rated below A-1 by Standard & Poor's,
(ii) in the case of a replacement swap counterparty that does not have a short-
term credit rating from Standard & Poor's, such swap counterparty's long-term
credit being rated below A+ by Standard & Poor's, or (iii) a withdrawal of
either of such credit ratings by Standard & Poor's, an Interest Reserve Account
Event will occur. If an Interest Reserve Account Event occurs during either the
Revolving Period or the Controlled Accumulation Period, upon the occurrence of
a Series 2000-L Pay Out Event, there will be no Rapid Accumulation Period and
the Rapid Amortization Period will commence. If an Interest Reserve Account
Event occurs during the Rapid Accumulation Period, the Rapid Accumulation
Period will end and the Rapid Amortization Period will commence. The occurrence
of any such Interest Reserve Account Event could reduce the average life of the
Class A certificates, the Class B certificates and the Collateral Interest.
S-24
<PAGE>
MBNA and MBNA Corporation
MBNA America Bank, National Association, a national banking association
located in Wilmington, Delaware, conducts nationwide consumer lending programs
principally comprised of credit card related activities. MBNA has two wholly
owned foreign bank subsidiaries, MBNA International Bank Limited located in the
United Kingdom and MBNA Canada Bank, located in Canada. On a managed basis,
including loans originated by MBNA International Bank Limited and MBNA Canada
Bank, MBNA maintained loan accounts with aggregate outstanding balances of
$84.4 billion as of September 30, 2000. Of this amount, $67.7 billion were
MasterCard and VISA credit card loans originated in the United States. As of
September 30, 2000, the premium credit card portfolio in the United States
accounted for 71% of MBNA's domestic MasterCard and VISA credit card accounts
with outstanding balances and 80% of MBNA's outstanding domestic MasterCard and
VISA credit card loans.
MBNA conducts all direct customer contact processes with respect to the
cardholder. This involves a 24 hour, 365 day per year Customer Service
telephone staff, Credit Decisions, Correspondence Resolution, Security and
Collection Operations. As of September 30, 2000, MBNA had assets of $34.3
billion, deposits of $22.6 billion and capital and surplus accounts of $5.2
billion.
MBNA is a wholly-owned subsidiary of MBNA Corporation. MBNA was established
in January 1991 in connection with a restructuring of the former MBNA America
Bank, N.A., a wholly-owned subsidiary of MNC Financial, Inc. MBNA Corporation
is a bank holding company organized under the laws of Maryland in 1990 and
registered under the Bank Holding Company Act of 1956, as amended. As of
September 30, 2000, MBNA Corporation had consolidated assets of $36.3 billion,
consolidated deposits of $21.6 billion and capital and surplus accounts of $6.3
billion. The principal asset of MBNA Corporation is the capital stock of MBNA.
Description of Series Provisions
The following statements summarize the material terms of your series, called
Series 2000-L, and are subject to, and are qualified in their entirety by
reference to, all of the provisions of the master agreement and the Series
2000-L supplement. You should review "Description of the Certificates" in the
accompanying prospectus for additional information concerning the certificates,
the Collateral Interest, the Series 2000-L supplement and the master agreement.
Interest Payments
The Class A certificates will accrue interest from and including the closing
date. Interest payments on the Class A certificates on any distribution date
will be equal to one-twelfth the product of 6.50% and the outstanding principal
balance of the Class A certificates as of the previous record date, which will
be the last business day of the calendar month preceding such distribution
date. However, interest with respect to the first distribution date will
include accrued interest on the initial outstanding principal balance of the
Class A certificates from and including the closing date through but excluding
February 15, 2001.
Interest on the Class A certificates will be calculated on the basis of a
360-day year consisting of twelve 30-day months.
The Class B certificates will accrue interest from and including the closing
date through but excluding January 16, 2001, from and including January 16,
2001 through but excluding February 15, 2001 and with respect to each interest
period thereafter, at a rate of 0.50% per annum above LIBOR prevailing on the
related LIBOR determination date with respect to each such period.
Interest on the Class B certificates will be calculated on the basis of the
actual number of days in the related interest period and a 360-day year.
S-25
<PAGE>
The trustee will determine LIBOR on December 11, 2000 for the period from and
including the closing date through but excluding January 16, 2001, on January
11, 2001 for the period from and including January 16, 2001 through but
excluding February 15, 2001 and, for each interest period thereafter, on the
second London business day prior to each distribution date on which such
interest period commences. We refer to each such determination date as a "LIBOR
determination date." For purposes of calculating LIBOR, a "London business day"
is any business day (as defined below) on which dealings in deposits in United
States dollars are transacted in the London interbank market.
An "interest period" begins on and includes a distribution date and ends on
but excludes the next distribution date. However, the first interest period
will begin on and include the closing date and end on but exclude the first
distribution date.
"LIBOR" means, as of any LIBOR determination date, the rate for deposits in
United States dollars for a one-month period which appears on Telerate Page
3750 as of 11:00 a.m., London time, on such date. If such rate does not appear
on Telerate Page 3750, the rate for that LIBOR determination date will be
determined on the basis of the rates at which deposits in United States dollars
are offered by four major banks selected by the servicer at approximately 11:00
a.m., London time, on that day to prime banks in the London interbank market
for a one-month period. The trustee will request the principal London office of
each of such banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that LIBOR determination date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
the rate for that LIBOR determination date will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a one-month period.
"Telerate Page 3750" means the display page currently so designated on the
Bridge Telerate Market Report (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).
The Class B certificate rate applicable to the then current and immediately
preceding interest period may be obtained by telephoning the trustee at (212)
815-5731.
Interest will be paid on each "distribution date," which will be February 15,
2001 and the 15th day of each month thereafter (or, if such 15th day is not a
business day, the next succeeding business day). For purposes of this
prospectus supplement and the accompanying prospectus, a "business day" is,
unless otherwise indicated, any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or Newark, Delaware are
authorized or obligated by law or executive order to be closed.
Interest payments on the Class A certificates and the Class B certificates on
any distribution date will be calculated on the outstanding principal balance
of the Class A certificates and the outstanding principal balance of the Class
B certificates, as applicable, as of the preceding record date, which will be
the last business day of the calendar month preceding such distribution date.
However, interest for the first distribution date will accrue at the applicable
certificate rate on the initial outstanding principal balance of the Class A
certificates and the initial outstanding principal balance of the Class B
certificates, as applicable, from the closing date.
Interest due on the certificates but not paid on any distribution date will
be payable on the next succeeding distribution date together with additional
interest on such amount at the applicable certificate rate plus 2% per annum.
Such amount with respect to the Class A certificates is called the "Class A
Additional Interest," and such amount with respect to the Class B certificates
is called "Class B Additional Interest." Such additional interest will accrue
on the same basis as interest on the certificates, and will accrue from the
distribution date such overdue interest became due, to but excluding the
distribution date on which such additional interest is paid.
Interest payments on the Class A certificates on any distribution date will
be paid from Class A Available Funds for the related monthly period and, to the
extent such Class A Available Funds are insufficient to pay
S-26
<PAGE>
such interest, from Excess Spread and Reallocated Principal Collections (to the
extent available) for such monthly period. Interest payments on the Class B
certificates on any distribution date will be paid from Class B Available Funds
for the related monthly period and, to the extent such Class B Available Funds
are insufficient to pay such interest, from Excess Spread and Reallocated
Collateral Principal Collections (to the extent available) remaining after
certain other payments have been made with respect to the Class A certificates.
"Class A Available Funds" means, with respect to any monthly period, an
amount equal to the sum of:
(a) the Class A Floating Allocation of collections of finance charge
receivables and annual membership fees allocated to the Investor Interest
and deposited in the finance charge account with respect to such monthly
period (excluding the portion of collections of finance charge receivables
attributable to interchange that is allocable to Servicer Interchange);
(b) the Net Swap Receipt, if any, deposited in the finance charge account
with respect to such monthly period, and previously due but not paid Net
Swap Receipts, if any, deposited in the finance charge account with respect
to such monthly period;
(c) the net investment earnings, if any, in the principal funding account
which are required to be treated as Class A Available Funds pursuant to the
Series 2000-L supplement, in an amount not to exceed the portion of the
Covered Amount with respect to the Class A certificates with respect to the
related transfer date;
(d) amounts, if any, to be withdrawn from the reserve account which are
required to be included in Class A Available Funds pursuant to the Series
2000-L supplement with respect to such transfer date;
(e) amounts, if any, to be withdrawn from the swap reserve fund which are
required to be included in Class A Available Funds pursuant to the Series
2000-L supplement with respect to such transfer date; and
(f) amounts, if any, to be withdrawn from the interest reserve account
which are required to be included in Class A Available Funds pursuant to
the Series 2000-L supplement with respect to such transfer date.
"Class B Available Funds" means, with respect to any monthly period, an
amount equal to the sum of:
(a) the Class B Floating Allocation of collections of finance charge
receivables and annual membership fees allocated to the Investor Interest
and deposited in the finance charge account with respect to such monthly
period (excluding the portion of collections of finance charge receivables
attributable to interchange that is allocable to Servicer Interchange);
(b) the net investment earnings, if any, in the principal funding account
which are required to be treated as Class B Available Funds pursuant to the
Series 2000-L supplement, in an amount not to exceed the portion of the
Covered Amount with respect to the Class B certificates with respect to the
related transfer date; and
(c) amounts, if any, to be withdrawn from the reserve account which are
required to be included in Class B Available Funds pursuant to the Series
2000-L supplement with respect to such transfer date.
Principal Payments
Revolving Period
Series 2000-L will have a period of time, called the "Revolving Period," when
the trust will not pay, or accumulate, principal for certificateholders or the
holder of the Collateral Interest. The Revolving Period starts on the closing
date and ends on the earliest to begin of:
. the Controlled Accumulation Period;
S-27
<PAGE>
. the Rapid Accumulation Period; or
. the Rapid Amortization Period.
On each transfer date during the Revolving Period, unless a reduction in the
Required Collateral Interest has occurred, collections of principal receivables
allocable to the Investor Interest will be treated as Shared Principal
Collections, subject to certain limitations, including the allocation of any
Reallocated Principal Collections with respect to the related monthly period to
pay the Class A Required Amount and the Class B Required Amount.
Controlled Accumulation Period
On each "transfer date" (which is the business day preceding a distribution
date) relating to the Controlled Accumulation Period, the trustee will deposit
in the principal funding account an amount equal to the least of:
(a) Available Investor Principal Collections with respect to such
transfer date;
(b) the applicable Controlled Deposit Amount; and
(c) the sum of the Class A Adjusted Investor Interest and the Class B
Adjusted Investor Interest prior to any deposits on such date.
Unless a Pay Out Event has occurred, amounts in the principal funding account
will be paid:
. first to Class A certificateholders (in an amount not to exceed the Class
A Investor Interest) on the scheduled payment date; and
. then to Class B certificateholders (to the extent such funds exceed the
Class A Investor Interest and in an amount not to exceed the Class B
Investor Interest) on the scheduled payment date.
On each transfer date, if a reduction in the Required Collateral Interest has
occurred, a portion of collections of principal receivables allocable to the
Investor Interest will be applied in accordance with the loan agreement among
the seller, the trustee, the servicer and the Collateral Interest holder
(referred to in this prospectus supplement as the loan agreement) to reduce the
Collateral Interest to the Required Collateral Interest.
During the Controlled Accumulation Period, the portion of Available Investor
Principal Collections not applied to Class A Monthly Principal, Class B Monthly
Principal or Collateral Monthly Principal on a transfer date will generally be
treated as Shared Principal Collections. If funds on deposit in the principal
funding account are insufficient to pay in full the Investor Interest on the
scheduled payment date, the Rapid Amortization Period will commence.
"Available Investor Principal Collections" means, with respect to any monthly
period, an amount equal to the sum of:
(a) (i) collections of principal receivables received during such
monthly period and certain other amounts allocable to the Investor
Interest; minus
(ii) the amount of Reallocated Principal Collections with respect to
such monthly period used to fund the Class A Required Amount and the
Class B Required Amount; plus
(b) any Shared Principal Collections with respect to other series in group
one that are allocated to the Series 2000-L.
S-28
<PAGE>
Rapid Accumulation Period
On each transfer date relating to the Rapid Accumulation Period, the trustee
will deposit in the principal funding account an amount equal to the lesser of:
(a) Available Investor Principal Collections with respect to such
transfer date; and
(b) the Class A Adjusted Investor Interest prior to any deposits on such
date.
Amounts in the principal funding account will be paid to the Class A
certificateholders on the scheduled payment date, provided that the interest
rate swap has not been terminated, an Interest Reserve Account Event has not
occurred or a Trust Pay Out Event has not occurred.
After the amount on deposit in the principal funding account equals the Class
A Investor Interest, on each transfer date during the Rapid Accumulation
Period, amounts equal to the lesser of:
(a) Available Investor Principal Collections with respect to such
transfer date minus the portion of Available Investor Principal Collections
applied to Class A Monthly Principal on such transfer date; and
(b) the Class B Investor Interest;
will be deposited in the distribution account for distribution to the Class B
certificateholders on each following distribution date until the Class B
Investor Interest has been paid in full.
The Rapid Accumulation Period will end on the scheduled payment date, unless
prior to the scheduled payment date the interest rate swap terminates, an
Interest Reserve Account Event occurs or a Trust Pay Out Event occurs. See "--
Pay Out Events" below for a discussion of events which might lead to the
commencement of the Rapid Accumulation Period.
Rapid Amortization Period
On each distribution date with respect to the Rapid Amortization Period, the
Class A certificateholders will be entitled to receive Available Investor
Principal Collections for the related monthly period in an amount up to the
Class A Investor Interest until the earliest of the date the Class A
certificates are paid in full, the Series 2000-L Termination Date and the Trust
Termination Date.
After payment in full of the Class A Investor Interest, the Class B
certificateholders will be entitled to receive, on each distribution date with
respect to the Rapid Amortization Period, Available Investor Principal
Collections for the related monthly period in an amount up to the Class B
Investor Interest until the earliest of the date the Class B certificates are
paid in full, the Series 2000-L Termination Date and the Trust Termination
Date.
After payment in full of the Class B Investor Interest, the Collateral
Interest holder will be entitled to receive on each transfer date (other than
the transfer date prior to the Series 2000-L Termination Date) and on the
Series 2000-L Termination Date, Available Investor Principal Collections until
the earliest of the date the Collateral Interest is paid in full, the Series
2000-L Termination Date and the Trust Termination Date.
Postponement of Controlled Accumulation Period
Upon written notice to the trustee, the servicer may elect to postpone the
commencement of the Controlled Accumulation Period, and extend the length of
the Revolving Period, subject to certain conditions including those set forth
below. The servicer may make such election only if the Accumulation Period
Length (determined as described below) is less than twelve months.
On the determination date immediately preceding the October 2006 distribution
date, and each determination date thereafter, until the Controlled Accumulation
Period begins, the servicer will determine the "Accumulation
S-29
<PAGE>
Period Length," which is the number of whole months expected to be required to
fully fund the principal funding account no later than the scheduled payment
date, based on:
(a) the expected monthly collections of principal receivables expected to
be distributable to the certificateholders of all series (excluding certain
other series), assuming a principal payment rate no greater than the lowest
monthly principal payment rate on the receivables for the preceding twelve
months; and
(b) the amount of principal expected to be distributable to
certificateholders of all series (excluding certain other series) which are
not expected to be in their revolving periods during the Controlled
Accumulation Period.
The calculation of Accumulation Period Length may be changed at any time if
the Rating Agency Condition is satisfied. If the Accumulation Period Length is
less than twelve months, the servicer may, at its option, postpone the
commencement of the Controlled Accumulation Period such that the number of
months included in the Controlled Accumulation Period will be equal to or
exceed the Accumulation Period Length. The effect of the foregoing calculation
is to permit the reduction of the length of the Controlled Accumulation Period
based on the Investor Interest of certain other series which are scheduled to
be in their revolving periods during the Controlled Accumulation Period and on
increases in the principal payment rate occurring after the closing date. The
length of the Controlled Accumulation Period will not be determined to be less
than one month.
Interest Rate Swap
On the closing date, the trustee, on behalf of the trust, will enter into an
interest rate swap agreement (such agreement, as may be amended, supplemented
or replaced, is referred to herein as the interest rate swap) with BNP Paribas,
the swap counterparty. In accordance with the terms of the interest rate swap,
the amount payable by the swap counterparty to the trust will be, for each
distribution date, an amount equal to one-twelfth of the product of (a) 6.50%
and (b) the Notional Amount of the interest rate swap. The "Notional Amount"
equals the outstanding principal balance of the Class A certificates as of the
preceding record date (or in the case of the first distribution date, as of the
closing date). In the case of the first distribution date, such amounts will
include accrued amounts for the period from and including the closing date to
but excluding February 15, 2001. Payments from the swap counterparty to the
trust will be calculated on the basis of a 360-day year consisting of twelve
30-day months.
The amount payable by the trust to the swap counterparty will be, for each
distribution date, to the extent of Class A Available Funds and certain other
amounts available for such purpose, an amount equal to the product of:
(i) a fraction, the numerator of which is the actual number of days in
the interest period relating to such distribution date, and the denominator
of which is 360;
(ii) a rate of 0.20% per annum above Swap LIBOR prevailing on the related
Swap LIBOR determination date with respect to such interest period (or such
lesser rate as is specified in the interest rate swap); and
(iii) the Notional Amount.
With respect to each distribution date, the Net Swap Receipt, if any, for the
related transfer date will be deposited into the finance charge account by the
trustee and treated as part of Class A Available Funds. The Net Swap Payment,
if any, will be paid to the swap counterparty for any transfer date out of
collections of finance charge receivables and certain other available amounts
allocated to the Class A certificates, including principal funding investment
proceeds, amounts on deposit in the reserve account and the swap reserve fund,
Excess Spread and Reallocated Principal Collections, based on the respective
amounts due as described under "--Application of Collections--Payment of
Interest, Fees and Other Items."
S-30
<PAGE>
The "Net Swap Payment," for any transfer date, means, (a) if the netting
provisions of the interest rate swap apply, the amount by which the Floating
Amount for such date exceeds the fixed amount payable by the swap counterparty
to the trust for such date, and (b) otherwise, an amount equal to the Floating
Amount for such date.
The "Net Swap Receipt," for any transfer date, means, (a) if the netting
provisions of the interest rate swap apply, the amount by which the fixed
amount payable by the swap counterparty to the trust for such date exceeds the
Floating Amount for such date, and (b) otherwise, an amount equal to the fixed
amount payable by the swap counterparty to the trust for such date.
Net Swap Payments and Net Swap Receipts do not include any termination
payments payable by either the swap counterparty or the trust pursuant to the
interest rate swap. The netting provisions of the interest rate swap will apply
unless the trustee elects gross payments to be made pursuant to the provisions
of the interest rate swap. If the trustee elects gross payments under the
interest rate swap, the trustee's obligation to pay the Floating Amount on any
transfer date to the swap counterparty pursuant to the terms of the interest
rate swap is conditioned upon the prior receipt of the fixed amount payable by
the swap counterparty to the trust for such date.
The "Floating Amount," for any transfer date, means an amount equal to the
floating amount payable by the trust to the swap counterparty for such date
pursuant to the interest rate swap.
The trustee will determine Swap LIBOR on December 11, 2000 for the period
from and including the closing date through but excluding February 15, 2001 and
for each interest period thereafter, on the second London business day prior to
the distribution date on which such interest period commences. We refer to each
such determination date as a "Swap LIBOR determination date." For purposes of
calculating Swap LIBOR, London business day has the definition set forth in "--
Interest Payments" above.
"Swap LIBOR" means, as of any Swap LIBOR determination date, the rate for
deposits in United States dollars for a one-month period (or, in the case of
the first interest period, for a two-month period) which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not
appear on Telerate Page 3750, the rate for that Swap LIBOR determination date
will be determined on the basis of the rates at which deposits in United States
dollars are offered by four major banks selected by the servicer at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period (or, in the case of the first interest
period, such rates that correspond with the actual number of days in the first
interest period). The trustee will request the principal London office of each
such bank to provide a quotation of its rate. If at least two such quotations
are provided, the rate for that Swap LIBOR determination date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
the rate for that Swap LIBOR determination date will be determined in
accordance with the interest rate swap.
The interest rate swap will terminate by its terms, whether or not the Class
A certificates have been paid in full prior to such termination, upon the
earliest to occur of:
(i) the termination of the trust pursuant to the terms of the master
agreement;
(ii) the payment in full of the Class A Investor Interest;
(iii) the scheduled payment date;
(iv) the insolvency, conservatorship or receivership of the swap
counterparty;
(v) the failure on the part of the trustee (on behalf of the trust) or
the swap counterparty to make any payment under the interest rate swap
within the applicable grace period, if any; and
(vi) illegality on the part of the trust or the swap counterparty to be a
party to, or perform an obligation under, the interest rate swap.
S-31
<PAGE>
In the event that the interest rate swap terminates prior to the payment in
full of the Class A certificates, interest due on the Class A certificates will
be paid from Class A Available Funds, Excess Spread, Reallocated Principal
Collections and amounts withdrawn from the interest reserve account, if any, as
described herein, without the benefits of any Net Swap Receipts that might have
been due for any future distribution dates, and Excess Spread available to be
distributed with respect to amounts due on the Class B certificates and the
Collateral Interest will not include the benefits of any Net Swap Receipts that
might have been due for such future distribution dates.
If (i) the swap counterparty's short-term credit rating from Standard &
Poor's is below A-1, (ii) in the case of a replacement swap counterparty that
does not have a short-term credit rating from Standard & Poor's, such swap
counterparty's long-term credit rating from Standard & Poor's is below A+, or
(iii) either of such rating is withdrawn by Standard & Poor's, the swap
counterparty will be required within 30 days from the date of such rating or
withdrawal to fund an interest reserve account in an amount equal to one-
twelfth of the product of (a) 6.50% and (b) the Notional Amount as of the
record date preceding such rating or withdrawal (the "Required Interest Reserve
Amount"). On any transfer date subsequent to such deposit, if Standard & Poor's
short-term credit rating of the swap counterparty is A-1 or higher, or if
Standard & Poor's long-term credit rating of the swap counterparty is A+ or
higher, the trustee, at the direction of the servicer, will distribute any
amounts on deposit in the interest reserve account to the swap counterparty
pursuant to the terms of the interest rate swap. The trustee will establish and
maintain, at the direction of the servicer, the interest reserve account with a
Qualified Institution as a segregated trust account for the benefit of the
Class A certificateholders. There can be no assurance that the swap
counterparty can or will adequately fund the interest reserve account. If the
swap counterparty fails to adequately fund the interest reserve account within
30 days of such rating or withdrawal (an "Interest Reserve Account Event"),
then (i) if the Rapid Accumulation Period has not previously commenced, there
will be no Rapid Accumulation Period and, upon the occurrence of a Series 2000-
L Pay Out Event or a Trust Pay Out Event, the Rapid Amortization Period will
commence or (ii) if the Rapid Accumulation Period has commenced prior to the
occurrence of an Interest Reserve Account Event, upon the occurrence of such
Interest Reserve Account Event, the Rapid Amortization Period will commence.
All amounts on deposit in the interest reserve account on any transfer date
(after giving effect to any deposits to the interest reserve account to be made
on such transfer date) will be invested to the following transfer date by the
trustee at the direction of the swap counterparty in Permitted Investments. The
interest and other investment income (net of investment expenses and losses)
earned on such investments will be retained in the interest reserve account (to
the extent the amount on deposit is less than the Required Interest Reserve
Amount) or distributed by the trustee to the swap counterparty.
On the transfer date on or following the termination of the interest rate
swap due to a default by the swap counterparty, the trustee, at the direction
of the servicer, will withdraw an amount equal to the Net Swap Receipt, if any,
for the related distribution date, plus the amount of any Net Swap Receipt
previously due but not paid, from funds on deposit in the interest reserve
account, if any (up to the Required Interest Reserve Amount), and deposit such
amount into the finance charge account to be applied as Class A Available Funds
as described below under "--Application of Collections." The interest reserve
account will thereafter be terminated.
Upon the termination of the interest reserve account, all amounts on deposit
therein will be, after the prior payment of all amounts owing to the trust that
are payable from the interest reserve account, distributed to the swap
counterparty pursuant to the terms of the interest rate swap.
In the event the long-term credit rating of the swap counterparty is reduced
below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by
either Standard & Poor's or Moody's, the seller may, but shall not be obligated
to, direct the trustee to direct the swap counterparty to assign its rights and
obligations under the interest rate swap to a replacement swap counterparty.
There can be no assurance that a replacement swap counterparty will be found or
that such assignment will be made.
The rating agencies have not relied on the ratings of the swap counterparty
in rating either the Class A certificates or the Class B certificates but
rather on the value of the receivables in the trust and the terms of the
applicable credit enhancements. See "Risk Factors" in this prospectus
supplement.
S-32
<PAGE>
Swap Counterparty
BNP Paribas is the Swap Counterparty. The BNP Paribas Group is the result of
the merger of BNP and Paribas. BNP Paribas is a provider of corporate banking,
investment banking and asset management products and services throughout Europe
and a provider of private banking products and services throughout the world.
BNP Paribas has offices in 83 countries. At June 30, 2000, the Group had
consolidated assets in excess of (Euro)688 billion, consolidated gross customer
loans in excess of (Euro)225 billion, consolidated customer deposits (including
retail and negotiable certificates of deposit) of (Euro)206 billion and
stockholders' equity (BNP Paribas Group share after appropriation of income) of
(Euro)18.3 billion. Net income (before taxes, non-recurring items and
amortization of goodwill) for the six month period ended June 30, 2000 was over
(Euro)4.0 billion, which represents an increase of 18.5% (from (Euro)3.4
billion) from the pro forma combined BNP and Paribas net income for the
corresponding period in 1999. As of September 30, 2000, BNP Paribas had long-
term senior debt ratings of "Aa3" from Moody's, "A+" from Standard & Poor's and
"AA-" from Fitch. In addition, as of September 30, 2000, Moody's assigned BNP
Paribas a Bank Financial Strength rating of "B" and Fitch assigned BNP Paribas
an individual rating of "B/C".
The information set forth in "Description of Series Provision--Swap
Counterparty" and in the first sentence of the last paragraph of "Summary of
Terms--Interest Rate Swap" in this prospectus supplement has been provided by
the swap counterparty. The seller makes no representations as to the accuracy
or completeness of such information.
Subordination
The Class B certificates and the Collateral Interest will be subordinated to
the extent necessary to fund certain payments with respect to the Class A
certificates and to fund the Net Swap Payments. In addition, the Collateral
Interest will be subordinated to the extent necessary to fund certain payments
with respect to the Class B certificates. Certain principal payments otherwise
allocable to the Class B certificateholders may be reallocated to cover amounts
in respect of the Class A certificates and the interest rate swap, and the
Class B Investor Interest may be reduced if the Collateral Interest is equal to
zero. Similarly, certain principal payments allocable to the Collateral
Interest may be reallocated to cover amounts in respect of the Class A
certificates, the interest rate swap and the Class B certificates, and the
Collateral Interest may be reduced.
To the extent the Class B Investor Interest is reduced, the percentage of
collections of finance charge receivables allocated to the Class B certificates
in subsequent monthly periods will be reduced. Moreover, to the extent the
amount of such reduction in the Class B Investor Interest is not reimbursed,
the amount of principal distributable to, and the amounts available to be
distributed with respect to interest on, the Class B certificateholders will be
reduced. See "--Allocation Percentages," "--Reallocation of Cash Flows" and "--
Application of Collections--Excess Spread" in this prospectus supplement.
Allocation Percentages
The servicer will allocate among the Investor Interest for Series 2000-L, the
Investor Interest for all other series issued and outstanding and the Seller
Interest, all amounts collected on finance charge receivables, all amounts
collected on principal receivables and all default amounts with respect to each
monthly period. Each "monthly period" will be the period from and including the
first day of a calendar month to and including the last day of such calendar
month (other than the initial monthly period, which will commence on and
include the closing date and end on and include January 31, 2001).
Floating Allocation Definitions
Collections of finance charge receivables and default amounts at any time and
collections of principal receivables during the Revolving Period will be
allocated to the Investor Interest based on the Floating Investor Percentage.
The "Floating Investor Percentage" means, with respect to any monthly period,
the percentage equivalent of a fraction:
. the numerator of which is the Adjusted Investor Interest as of the close
of business on the last day of the preceding monthly period (or with
respect to the first monthly period, the initial Investor Interest); and
S-33
<PAGE>
. the denominator of which is the greater of:
(x) the aggregate amount of principal receivables as of the close of
business on the last day of the preceding monthly period (or with
respect to the first calendar month in the first monthly period, the
aggregate amount of principal receivables as of the close of business
on the day immediately preceding the closing date and with respect to
the second calendar month in the first monthly period, the aggregate
amount of principal receivables as of the close of business on the last
day of the first calendar month in the first monthly period); and
(y) the sum of the numerators used to calculate the Investor
Percentages for allocations with respect to finance charge receivables,
default amounts or principal receivables, as applicable, for all
outstanding series on such date of determination.
However, with respect to any monthly period in which an addition of accounts
occurs or in which a removal of accounts occurs on a date on which, if any
series has been paid in full, principal receivables in an aggregate amount
approximately equal to the initial Investor Interest of such series are removed
from the trust, the amount in clause (x) above shall be:
(i) the aggregate amount of principal receivables in the trust as of the
close of business on the last day of the prior monthly period for the
period from and including the first day of such monthly period to but
excluding the related addition date or removal date; and
(ii) the aggregate amount of principal receivables in the trust as of the
beginning of the day on the related addition date or removal date after
adjusting for the aggregate amount of principal receivables added to or
removed from the trust on the related addition date or removal date, as the
case may be, for the period from and including the related addition date or
removal date to and including the last day of such monthly period.
Such amounts so allocated will be further allocated between the Class A
certificateholders, the Class B certificateholders and the Collateral Interest
holder based on the Class A Floating Allocation, the Class B Floating
Allocation and the Collateral Floating Allocation, respectively.
The "Class A Floating Allocation" means, with respect to any monthly period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:
. the numerator of which is equal to the Class A Adjusted Investor Interest
as of the close of business on the last day of the preceding monthly
period (or with respect to the first monthly period, as of the closing
date); and
. the denominator of which is equal to the Adjusted Investor Interest as of
the close of business on such day.
The "Class B Floating Allocation" means, with respect to any monthly period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:
. the numerator of which is equal to the Class B Adjusted Investor Interest
as of the close of business on the last day of the preceding monthly
period (or with respect to the first monthly period, as of the closing
date); and
. the denominator of which is equal to the Adjusted Investor Interest as of
the close of business on such day.
The "Collateral Floating Allocation" means, with respect to any monthly
period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction:
. the numerator of which is equal to the Collateral Interest as of the
close of business on the last day of the preceding monthly period (or
with respect to the first monthly period, as of the closing date); and
. the denominator of which is equal to the Adjusted Investor Interest as of
the close of business on such day.
Fixed Allocation Definitions
Collections of principal receivables during the Controlled Accumulation
Period, the Rapid Accumulation Period and the Rapid Amortization Period will be
allocated to the Investor Interest based on the Fixed Investor Percentage. The
"Fixed Investor Percentage" means, with respect to any monthly period, the
percentage equivalent of a fraction:
S-34
<PAGE>
. the numerator of which is the Investor Interest as of the close of
business on the last day of the Revolving Period; and
. the denominator of which is the greater of:
(x) the aggregate amount of principal receivables as of the close of
business on the last day of the prior monthly period; and
(y) the sum of the numerators used to calculate the Investor
Percentages for allocations with respect to principal receivables for
all outstanding series for such monthly period.
However, with respect to any monthly period in which an addition of accounts
occurs or in which a removal of accounts occurs on a date on which, if any
series has been paid in full, principal receivables in an aggregate amount
approximately equal to the initial Investor Interest of such series are removed
from the trust, the amount in clause (x) above shall be:
(i) the aggregate amount of principal receivables in the trust as of the
close of business on the last day of the prior monthly period for the
period from and including the first day of such monthly period to but
excluding the related addition date or removal date; and
(ii) the aggregate amount of principal receivables in the trust at the
beginning of the day on the related addition date or removal date after
adjusting for the aggregate amount of principal receivables added to or
removed from the trust on the related addition date or removal date, as the
case may be, for the period from and including the related addition date or
removal date to and including the last day of such monthly period.
Such amounts so allocated will be further allocated between the Class A
certificateholders, the Class B certificateholders and the Collateral Interest
holder based on the Class A Fixed Allocation, the Class B Fixed Allocation and
the Collateral Fixed Allocation, respectively.
The "Class A Fixed Allocation" means, with respect to any monthly period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:
. the numerator of which is equal to the Class A Investor Interest as of
the close of business on the last day of the Revolving Period; and
. the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
The "Class B Fixed Allocation" means, with respect to any monthly period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:
. the numerator of which is equal to the Class B Investor Interest as of
the close of business on the last day of the Revolving Period; and
. the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
The "Collateral Fixed Allocation" means, with respect to any monthly period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:
. the numerator of which is equal to the Collateral Interest as of the
close of business on the last day of the Revolving Period; and
. the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
S-35
<PAGE>
Investor Interest Definitions
"Class A Investor Interest" for any date means an amount equal to:
(a) the aggregate initial principal amount of the Class A certificates;
minus
(b) the aggregate amount of principal payments made to Class A
certificateholders prior to such date; minus
(c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs for all transfer dates preceding such date over the aggregate
amount of any reimbursements of Class A Investor Charge-Offs for all
transfer dates preceding such date;
provided, however, that the Class A Investor Interest may not be reduced below
zero.
"Class B Investor Interest" for any date means an amount equal to:
(a) the aggregate initial principal amount of the Class B certificates;
minus
(b) the aggregate amount of principal payments made to Class B
certificateholders prior to such date; minus
(c) the aggregate amount of Class B Investor Charge-Offs for all prior
transfer dates; minus
(d) the aggregate amount of Reallocated Class B Principal Collections for
all prior transfer dates for which the Collateral Interest has not been
reduced; minus
(e) the aggregate amount by which the Class B Investor Interest has been
reduced to fund the Class A Investor Default Amount on all prior transfer
dates as described under "--Defaulted Receivables; Investor Charge-Offs" in
this prospectus supplement; plus
(f) the aggregate amount of Excess Spread allocated and available on all
prior transfer dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Investor Interest may not be reduced below
zero.
"Collateral Interest" for any date means an amount equal to:
(a) $37,500,000; minus
(b) the aggregate amount of principal payments made to the Collateral
Interest holder prior to such date; minus
(c) the aggregate amount of Collateral Charge-Offs for all prior transfer
dates; minus
(d) the aggregate amount of Reallocated Principal Collections for all
prior transfer dates; minus
(e) the aggregate amount by which the Collateral Interest has been
reduced to fund the Class A Investor Default Amount and the Class B
Investor Default Amount on all prior transfer dates as described under "--
Defaulted Receivables; Investor Charge-Offs" in this prospectus supplement;
plus
(f) the aggregate amount of Excess Spread allocated and available on all
prior transfer dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Collateral Interest may not be reduced below zero.
"Investor Interest," for any date of determination, means an amount equal to
the sum of (a) the Class A Investor Interest, (b) the Class B Investor Interest
and (c) the Collateral Interest.
"Class A Adjusted Investor Interest," for any date of determination, means an
amount equal to the Class A Investor Interest, minus the funds on deposit in
the principal funding account on such date (up to the Class A Investor
Interest).
S-36
<PAGE>
"Class B Adjusted Investor Interest," for any date of determination, means an
amount equal to the Class B Investor Interest, minus the funds on deposit in
the principal funding account in excess of the Class A Investor Interest on
such date (up to the Class B Investor Interest).
"Adjusted Investor Interest," for any date of determination, means the sum of
(a) the Class A Adjusted Investor Interest, (b) the Class B Adjusted Investor
Interest and (c) the Collateral Interest.
Reallocation of Cash Flows
Class A Required Amount
For each transfer date, the servicer will determine the "Class A Required
Amount," which will be equal to:
(a) Class A Monthly Interest due on the related distribution date and
overdue Class A Monthly Interest and Class A Additional Interest, if any;
plus
(b) the Net Swap Payment, if any, for such transfer date and overdue Net
Swap Payments, if any, due to the swap counterparty; plus
(c) the Class A Servicing Fee for the related monthly period and overdue
Class A Servicing Fee, if any; plus
(d) the Class A Investor Default Amount, if any, for the related monthly
period; minus
(e) the Class A Available Funds for the related monthly period.
If the Class A Required Amount is greater than zero, the following
reallocations will occur:
. Excess Spread allocated to Series 2000-L and available for such purpose
will be used to fund the Class A Required Amount with respect to such
transfer date;
. if such Excess Spread is insufficient to fund the Class A Required
Amount, first, Reallocated Collateral Principal Collections and, then,
Reallocated Class B Principal Collections will be used to fund the
remaining Class A Required Amount; and
. if Reallocated Principal Collections with respect to the related monthly
period, together with Excess Spread, are insufficient to fund the
remaining Class A Required Amount for such related monthly period, then
the Collateral Interest (after giving effect to reductions for any
Collateral Charge-Offs and Reallocated Principal Collections on such
transfer date) will be reduced by the amount of such excess (but not by
more than the Class A Investor Default Amount for such monthly period).
In the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest will be reduced to zero, and the Class
B Investor Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections for which the
Collateral Interest was not reduced on such transfer date) will be reduced by
the amount by which the Collateral Interest would have been reduced below zero
(but not by more than the excess of the Class A Investor Default Amount, if
any, for such monthly period over the amount of such reduction, if any, of the
Collateral Interest with respect to such monthly period).
In the event that such reduction would cause the Class B Investor Interest to
be a negative number, the Class B Investor Interest will be reduced to zero and
the Class A Investor Interest will be reduced by the amount by which the Class
B Investor Interest would have been reduced below zero (but not by more than
the
S-37
<PAGE>
excess, if any, of the Class A Investor Default Amount for such monthly period
over the amount of the reductions, if any, of the Collateral Interest and the
Class B Investor Interest with respect to such monthly period). Any such
reduction in the Class A Investor Interest will have the effect of slowing or
reducing the return of principal and interest to the Class A
certificateholders. In such case, the Class A certificateholders will bear
directly the credit and other risks associated with their interests in the
trust. See "--Defaulted Receivables; Investor Charge-Offs" in this prospectus
supplement.
Class B Required Amount
For each transfer date, the servicer will determine the "Class B Required
Amount," which will be equal to:
(a) the amount, if any, equal to:
(i) Class B Monthly Interest due on the related distribution date and
overdue Class B Monthly Interest and Class B Additional Interest, if
any; plus
(ii) the Class B Servicing Fee for the related monthly period and
overdue Class B Servicing Fee, if any; minus
(iii) the Class B Available Funds for the related monthly period;
plus
(b) the Class B Investor Default Amount, if any, for the related monthly
period.
If the Class B Required Amount is greater than zero, the following
reallocations will occur:
. Excess Spread allocated to Series 2000-L not required to pay the Class A
Required Amount or to reimburse Class A Investor Charge-Offs will be used
to fund the Class B Required Amount with respect to such transfer date;
. if such Excess Spread is insufficient to fund the Class B Required
Amount, Reallocated Collateral Principal Collections not required to fund
the Class A Required Amount for the related monthly period will be used
to fund the remaining Class B Required Amount; and
. if such Reallocated Collateral Principal Collections with respect to the
related monthly period are insufficient to fund the remaining Class B
Required Amount, then the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and Reallocated Principal
Collections on such transfer date and after any adjustments made thereto
for the benefit of the Class A certificateholders) will be reduced by the
amount of such deficiency (but not by more than the Class B Investor
Default Amount for such monthly period).
In the event that such a reduction would cause the Collateral Interest to be
a negative number, the Collateral Interest will be reduced to zero, and the
Class B Investor Interest will be reduced by the amount by which the Collateral
Interest would have been reduced below zero (but not by more than the excess of
the Class B Investor Default Amount for such monthly period over the amount of
such reduction of the Collateral Interest), and the Class B certificateholders
will bear directly the credit and other risks associated with their interests
in the trust. See "--Defaulted Receivables; Investor Charge-Offs" in this
prospectus supplement.
Reductions of the Class A Investor Interest or Class B Investor Interest
described above shall be reimbursed by, and the Class A Investor Interest or
Class B Investor Interest increased to the extent of, Excess Spread available
for such purposes on each transfer date. See "--Application of Collections--
Excess Spread" in this prospectus supplement. When such reductions of the Class
A Investor Interest and Class B Investor Interest have been fully reimbursed,
reductions of the Collateral Interest shall be reimbursed until reimbursed in
full in a similar manner.
S-38
<PAGE>
"Reallocated Class B Principal Collections" for any monthly period means
collections of principal receivables allocable to the Class B Investor Interest
for such monthly period in an amount not to exceed the amount applied to fund
the Class A Required Amount, if any; provided that such amount will not exceed
the Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for the related transfer date.
"Reallocated Collateral Principal Collections" for any monthly period means
collections of principal receivables allocable to the Collateral Interest for
such monthly period in an amount not to exceed the amount applied to fund the
Class A Required Amount and the Class B Required Amount, if any; provided that
such amount will not exceed the Collateral Interest after giving effect to any
Collateral Charge-Offs for the related transfer date.
"Reallocated Principal Collections" for any monthly period means the sum of
(a) the Reallocated Class B Principal Collections for such monthly period, if
any, and (b) the Reallocated Collateral Principal Collections for such monthly
period, if any.
Application of Collections
Payment of Interest, Fees and Other Items
The trustee, acting pursuant to the servicer's instructions, will apply the
Class A Available Funds, Class B Available Funds and Collateral Available Funds
in the finance charge account on each transfer date in the following priority:
(a) An amount equal to the Class A Available Funds will be distributed in
the following priority:
(i) an amount equal to Class A Monthly Interest for the related
distribution date, plus the amount of any overdue Class A Monthly
Interest and Class A Additional Interest thereon, if any, will be
deposited into the distribution account for distribution to Class A
certificateholders on such distribution date;
(ii) an amount equal to the Net Swap Payment, if any, for such
transfer date, plus the amount of any Net Swap Payments previously due
but not paid to the swap counterparty, will be paid to the swap
counterparty;
(iii) an amount equal to the Class A Servicing Fee for the related
monthly period, plus the amount of any overdue Class A Servicing Fee,
will be paid to the servicer;
(iv) an amount equal to the Class A Investor Default Amount, if any,
for the related monthly period will be treated as a portion of
Available Investor Principal Collections and deposited into the
principal account for such transfer date; and
(v) the balance, if any, will constitute a portion of Excess Spread
and will be allocated and distributed as described under "--Excess
Spread" in this prospectus supplement.
(b) An amount equal to the Class B Available Funds will be distributed in
the following priority:
(i) an amount equal to Class B Monthly Interest for the related
distribution date, plus the amount of any overdue Class B Monthly
Interest and Class B Additional Interest thereon, if any, will be
deposited into the distribution account for distribution to Class B
certificateholders on such distribution date;
(ii) an amount equal to the Class B Servicing Fee for the related
monthly period, plus the amount of any overdue Class B Servicing Fee,
will be paid to the servicer; and
(iii) the balance, if any, will constitute a portion of Excess Spread
and will be allocated and distributed as described under "--Excess
Spread" in this prospectus supplement.
S-39
<PAGE>
(c) An amount equal to the Collateral Available Funds will be distributed
in the following priority:
(i) if MBNA or The Bank of New York is no longer the servicer, an
amount equal to the Collateral Interest Servicing Fee, plus the amount
of any overdue Collateral Interest Servicing Fee, for the related
monthly period will be paid to the servicer; and
(ii) the balance, if any, will constitute a portion of Excess Spread
and will be allocated and distributed as described under "--Excess
Spread" in this prospectus supplement.
"Class A Monthly Interest" for any distribution date will equal one-twelfth
of the product of:
(a) 6.50%, and
(b) the outstanding principal balance of the Class A certificates as of
the related record date.
However, for the first distribution date, Class A Monthly Interest will be
equal to $4,757,638.89. Interest on the Class A certificates will be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
"Class B Monthly Interest" for any distribution date will equal one-twelfth
of the product of:
(a) the Class B certificate rate for the related interest period,
(b) the actual number of days in such interest period divided by 360, and
(c) the outstanding principal balance of the Class B certificates as of
the related record date.
However, for the first distribution date, Class B Monthly Interest will be
equal to the interest accrued on the initial outstanding principal balance of
the Class B certificates at the Class B certificate rate for the period from
and including the closing date through but excluding February 15, 2001.
"Collateral Available Funds" means, for any monthly period, an amount equal
to the Collateral Floating Allocation of collections of finance charge
receivables and annual membership fees allocated to the Investor Interest with
respect to such monthly period (excluding the portion of collections of finance
charge receivables attributable to interchange that is allocable to Servicer
Interchange).
"Excess Spread" means, for any transfer date, an amount equal to the sum of
the amounts described in clause (a)(v), clause (b)(iii) and clause (c)(ii)
above.
Excess Spread
On each transfer date, the trustee, acting pursuant to the servicer's
instructions, will apply Excess Spread for the related monthly period, to make
the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any, for such
transfer date will be used to fund the Class A Required Amount, and if the
Class A Required Amount for such transfer date exceeds the amount of Excess
Spread, such Excess Spread will be applied:
. first to pay amounts described in clause (a)(i) above under "--
Payment of Interest, Fees and Other Items,"
. second to pay amounts described in clause (a)(ii) above under "--
Payment of Interest, Fees and Other Items,"
. third to pay amounts described in clause (a)(iii) above under "--
Payment of Interest, Fees and Other Items," and
. fourth to pay amounts described in clause (a)(iv) above under "--
Payment of Interest, Fees and Other Items;"
S-40
<PAGE>
(b) an amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed will be deposited into the
principal account and treated as a portion of Available Investor Principal
Collections for such transfer date as described under "--Payments of
Principal" below;
(c) an amount equal to the Class B Required Amount, if any, for such
transfer date will be used to fund the Class B Required Amount and will be
applied:
. first to pay amounts described in clause (b)(i) above under "--
Payment of Interest, Fees and Other Items,"
. second to pay amounts described in clause (b)(ii) above under "--
Payment of Interest, Fees and Other Items," and
. third, the amount remaining, up to the Class B Investor Default
Amount, will be deposited into the principal account and treated as a
portion of Available Investor Principal Collections for such transfer
date as described under "--Payments of Principal" below;
(d) an amount equal to the aggregate amount by which the Class B Investor
Interest has been reduced below the initial Class B Investor Interest for
reasons other than the payment of principal to the Class B
certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) will be deposited
into the principal account and treated as a portion of Available Investor
Principal Collections for such transfer date as described under "--Payments
of Principal" below;
(e) an amount equal to Collateral Monthly Interest for such transfer
date, plus the amount of any Collateral Monthly Interest previously due but
not distributed to the Collateral Interest holder on a prior transfer date,
will be distributed to the Collateral Interest holder for distribution in
accordance with the loan agreement;
(f) if MBNA or The Bank of New York is the servicer, an amount equal to
the Collateral Interest Servicing Fee, plus the amount of any overdue
Collateral Interest Servicing Fee, for the related monthly period will be
paid to the servicer;
(g) an amount equal to the aggregate Collateral Default Amount, if any,
for such transfer date will be deposited into the principal account and
treated as a portion of Available Investor Principal Collections for such
transfer date as described under "--Payments of Principal" below;
(h) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) will be deposited into the principal
account and treated as a portion of Available Investor Principal
Collections for such transfer date as described under "--Payments of
Principal" below;
(i) on each transfer date from and after the funding of the reserve
account, but prior to the date on which the reserve account terminates as
described under "--Reserve Account" in this prospectus supplement, an
amount up to the excess, if any, of the Required Reserve Account Amount
over the amount available to be withdrawn from the reserve account shall be
deposited into the reserve account; and
(j) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above shall be applied in
accordance with the loan agreement.
"Collateral Monthly Interest" with respect to any transfer date will equal
the product of:
(a) an amount equal to the London interbank offered rate for one-month
United States dollar deposits plus 1.10% per annum, or such lesser amount
as may be designated in the loan agreement,
(b) the actual number of days in the related interest period divided by
360, and
S-41
<PAGE>
(c) the Collateral Interest as of the related record date or, with
respect to the first transfer date, the Collateral Interest as of the
closing date.
The trustee will determine the London interbank offered rate for one-month
United States dollar deposits with respect to the Collateral Interest for each
interest period on the second business day prior to the transfer date on which
such interest period commences.
Payments of Principal
On each transfer date, the trustee, acting pursuant to the servicer's
instructions, will distribute Available Investor Principal Collections on
deposit in the principal account in the following priority:
(a) during the Revolving Period, all such Available Investor Principal
Collections will be distributed or deposited in the following priority:
(i) an amount equal to the Collateral Monthly Principal will be paid
to the Collateral Interest holder in accordance with the loan
agreement; and
(ii) the balance will be treated as Shared Principal Collections and
applied as described under "Description of Series Provisions--Shared
Principal Collections" in this prospectus supplement and "Description
of the Certificates--Shared Principal Collections" in the accompanying
prospectus;
(b) during the Controlled Accumulation Period, the Rapid Accumulation
Period or the Rapid Amortization Period, all such Available Investor
Principal Collections will be distributed or deposited in the following
priority:
(i) an amount equal to Class A Monthly Principal will be deposited in
the principal funding account (during the Controlled Accumulation
Period or the Rapid Accumulation Period) or distributed (on the related
distribution date) to the Class A certificateholders (during the Rapid
Amortization Period);
(ii) an amount equal to Class B Monthly Principal will be:
(x) after an amount equal to the Class A Investor Interest has
been deposited in the principal funding account (taking into account
deposits to be made on such transfer date), deposited in the
principal funding account (during the Controlled Accumulation
Period) or distributed (on the related distribution date) to the
Class B certificateholders (during the Rapid Accumulation Period);
or
(y) after the Class A Investor Interest has been paid in full
(taking into account payments to be made on the related distribution
date), distributed on the related distribution date to the Class B
certificateholders (during the Rapid Amortization Period);
(c) on each transfer date with respect to the Controlled Accumulation
Period, the Rapid Accumulation Period and the Rapid Amortization Period in
which a reduction in the Required Collateral Interest has occurred,
Available Investor Principal Collections not applied to Class A Monthly
Principal or Class B Monthly Principal will be applied to reduce the
Collateral Interest to the Required Collateral Interest; and
(d) during the Controlled Accumulation Period, the Rapid Accumulation
Period and the Rapid Amortization Period, the balance of Available Investor
Principal Collections not applied pursuant to (b) and (c) above, if any,
will be treated as Shared Principal Collections and applied as described
under "--Shared Principal Collections" in this prospectus supplement and
"Description of the Certificates--Shared Principal Collections" in the
accompanying prospectus.
S-42
<PAGE>
The final payment of principal and interest on the certificates will be made
no later than April 15, 2010, or, if that date is not a business day, the next
business day (such date, the "Series 2000-L Termination Date").
"Class A Monthly Principal" for any transfer date relating to (a) the
Controlled Accumulation Period or the Rapid Accumulation Period, prior to the
deposit in full of an amount equal to the Class A Investor Interest in the
principal funding account, or (b) the Rapid Amortization Period, prior to the
payment in full of the Class A Investor Interest, will equal the least of:
(i) the Available Investor Principal Collections on deposit in the
principal account for such transfer date;
(ii) for each transfer date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such transfer date; and
(iii) the Class A Adjusted Investor Interest prior to any deposits on
such transfer date.
"Class B Monthly Principal" for any transfer date relating to (a) the
Controlled Accumulation Period or the Rapid Accumulation Period, beginning with
the transfer date on which an amount equal to the Class A Investor Interest has
been deposited in the principal funding account (after taking into account
deposits to be made on such transfer date), or (b) the Rapid Amortization
Period, beginning with the transfer date immediately preceding the distribution
date on which the Class A certificates will be paid in full (after taking into
account payments to be made on the related distribution date), will equal the
least of:
(i) the Available Investor Principal Collections on deposit in the
principal account with respect to such transfer date (minus the portion of
such Available Investor Principal Collections applied to Class A Monthly
Principal on such transfer date);
(ii) for each transfer date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such transfer date (minus the
Class A Monthly Principal for such transfer date); and
(iii) the Class B Adjusted Investor Interest prior to any deposits on
such transfer date.
"Collateral Monthly Principal" means:
(a) with respect to any transfer date relating to the Revolving Period
following any reduction of the Required Collateral Interest pursuant to clause
(4) of the proviso in the definition thereof, an amount equal to the lesser of:
(i) the excess, if any, of the Collateral Interest (after giving effect
to reductions for any Collateral Charge-Offs and Reallocated Principal
Collections on such transfer date and after giving effect to any
adjustments thereto for the benefit of Class A certificateholders and Class
B certificateholders on such transfer date) over the Required Collateral
Interest on such transfer date, and
(ii) the Available Investor Principal Collections on such transfer date,
or
(b) with respect to any transfer date relating to the Controlled Accumulation
Period, the Rapid Accumulation Period or the Rapid Amortization Period, an
amount equal to the lesser of:
(i) the excess, if any, of the Collateral Interest (after giving effect
to reductions for any Collateral Charge-Offs and Reallocated Principal
Collections on such transfer date and after giving effect to any
adjustments thereto for the benefit of Class A certificateholders and Class
B certificateholders on such transfer date) over the Required Collateral
Interest on such transfer date, and
(ii) the excess, if any, of (A) the Available Investor Principal
Collections on such transfer date over (B) the sum of the Class A Monthly
Principal and the Class B Monthly Principal for such transfer date.
S-43
<PAGE>
"Controlled Deposit Amount" means for any transfer date during the Controlled
Accumulation Period, the sum of the applicable Controlled Accumulation Amount
and the applicable Accumulation Shortfall.
"Controlled Accumulation Amount" means for any transfer date during the
Controlled Accumulation Period, $38,541,666.67. However, if the commencement of
the Controlled Accumulation Period is delayed as described above under "--
Postponement of Controlled Accumulation Period," the Controlled Accumulation
Amount may be higher than the amount stated above for each transfer date with
respect to the Controlled Accumulation Period and will be determined by the
servicer in accordance with the master agreement based on the principal payment
rates for the accounts of the trust and on the Investor Interests of other
series (other than certain excluded series) which are scheduled to be in their
revolving periods and then scheduled to create Shared Principal Collections
during the Controlled Accumulation Period.
"Accumulation Shortfall" means:
(a) on the first transfer date during the Controlled Accumulation Period,
the excess, if any, of the Controlled Accumulation Amount for such transfer
date over the amount deposited in the principal funding account on such
transfer date; and
(b) on each subsequent transfer date during the Controlled Accumulation
Period, the excess, if any, of the applicable Controlled Accumulation
Amount for such subsequent transfer date plus any Accumulation Shortfall
for the prior transfer date over the amount deposited in the principal
funding account on such subsequent transfer date.
Shared Principal Collections
Collections of principal receivables for any monthly period allocated to the
Investor Interest will first be used to cover:
(a) during the Controlled Accumulation Period, deposits of the applicable
Controlled Deposit Amount to the principal funding account;
(b) during the Rapid Accumulation Period, deposits of Available Investor
Principal Collections into the principal funding account up to the Class A
Investor Interest and payments to the Class B certificateholders and the
Collateral Interest holder; and
(c) during the Rapid Amortization Period, payments to the
certificateholders and then under certain circumstances payments to the
Collateral Interest holder.
The servicer will determine the amount of collections of principal
receivables for any monthly period allocated to the Investor Interest remaining
after covering required payments to the certificateholders and the Collateral
Interest holder and any similar amount remaining for any other series in group
one, called "Shared Principal Collections." The servicer will allocate the
Shared Principal Collections to cover any scheduled or permitted principal
distributions to certificateholders and deposits to principal funding accounts,
if any, for any series in group one which have not been covered out of the
collections of principal receivables allocable to such series and certain other
amounts for such series. If these principal shortfalls exceed Shared Principal
Collections for any monthly period, Shared Principal Collections will be
allocated pro rata among the applicable series in group one based on the
relative amounts of principal shortfalls. To the extent that Shared Principal
Collections exceed principal shortfalls, the balance will, subject to certain
limitations, be paid to the holder of the Seller Interest.
Required Collateral Interest
The "Required Collateral Interest" with respect to any transfer date means:
(i) initially $37,500,000, and
S-44
<PAGE>
(ii) thereafter on each transfer date an amount equal to 7.5% of the sum
of the Class A Adjusted Investor Interest and the Class B Adjusted Investor
Interest on such transfer date, after taking into account funds on deposit
in the principal funding account on such transfer date and payments to be
made on the related distribution date, and the Collateral Interest on the
prior transfer date after any adjustments made on such prior transfer date,
but not less than $15,000,000; provided, however, that:
(1) notwithstanding clause (2) below, if the amount on deposit in the
principal funding account equals the Class A Investor Interest (taking
into account any deposits to be made on such transfer date) and the
Class B Investor Interest will be reduced to zero on the related
distribution date, the Required Collateral Interest for any transfer
date will be zero,
(2) if certain reductions in the Collateral Interest are made or if a
Pay Out Event occurs, the Required Collateral Interest for such
transfer date shall equal the Required Collateral Interest for the
transfer date immediately preceding the occurrence of such reduction or
Pay Out Event,
(3) in no event shall the Required Collateral Interest exceed the
unpaid principal amount of the certificates as of the last day of the
monthly period preceding such transfer date after taking into account
payments to be made on the related distribution date, and
(4) the Required Collateral Interest may be reduced to a lesser
amount at any time if the Rating Agency Condition is satisfied.
With respect to any transfer date, if the Collateral Interest is less than
the Required Collateral Interest, certain Excess Spread, if available, will be
allocated to increase the Collateral Interest to the extent of such shortfall.
Any of such Excess Spread not required to be so allocated or deposited into the
reserve account with respect to any transfer date will be applied in accordance
with the loan agreement. See "--Application of Collections--Excess Spread" in
this prospectus supplement.
Defaulted Receivables; Investor Charge-Offs
On or before each transfer date, the servicer will calculate the Aggregate
Investor Default Amount for the preceding monthly period. The term "Aggregate
Investor Default Amount" means, for any monthly period, the sum of the Investor
Default Amounts for such monthly period. The term "Investor Default Amount"
means, for any receivable, the product of:
(a) the Floating Investor Percentage on the day the applicable account
became a defaulted account; and
(b) the "Default Amount," which is the aggregate amount of principal
receivables (other than ineligible receivables) in such account on the day
such account became a defaulted account.
A portion of the Aggregate Investor Default Amount will be allocated to the
Class A certificateholders on each transfer date. This allocable amount is
called the "Class A Investor Default Amount," and is equal to the product of
the Class A Floating Allocation applicable during the related monthly period
and the Aggregate Investor Default Amount for such monthly period.
A portion of the Aggregate Investor Default Amount will be allocated to the
Class B certificateholders on each transfer date. This allocable amount is
called the "Class B Investor Default Amount," and is equal to the product of
the Class B Floating Allocation applicable during the related monthly period
and the Aggregate Investor Default Amount for such monthly period.
A portion of the Aggregate Investor Default Amount will be allocated to the
Collateral Interest holder on each transfer date. This allocable amount is
called the "Collateral Default Amount," and is equal to the product of the
Collateral Floating Allocation applicable during the related monthly period and
the Aggregate Investor Default Amount for such monthly period.
S-45
<PAGE>
Class A Investor Default Amount
On each transfer date, if the Class A Investor Default Amount for such
transfer date exceeds the amount of Class A Available Funds, Excess Spread and
Reallocated Principal Collections available to fund such amount with respect to
the monthly period immediately preceding such transfer date as described under
"--Application of Collections--Excess Spread" in this prospectus supplement,
the Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such transfer date)
will be reduced by the amount of such excess, but not more than the lesser of
the Class A Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such transfer date) for such transfer date.
In the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest will be reduced to zero, and the Class
B Investor Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections on such transfer
date for which the Collateral Interest is not reduced) will be reduced by the
amount by which the Collateral Interest would have been reduced below zero.
In the event that such reduction would cause the Class B Investor Interest to
be a negative number, the Class B Investor Interest will be reduced to zero,
and the Class A Investor Interest will be reduced by the amount by which the
Class B Investor Interest would have been reduced below zero, but not more than
the Class A Investor Default Amount for such transfer date. This reduction in
the Class A Investor Interest is called a "Class A Investor Charge-Off."
If the Class A Investor Interest has been reduced by the amount of any Class
A Investor Charge-Offs, it will be reimbursed on any transfer date (but not by
an amount in excess of the aggregate Class A Investor Charge-Offs) by the
amount of Excess Spread allocated and available for such purpose as described
under""--Application of Collections--Excess Spread" in this prospectus
supplement.
Class B Investor Default Amount
On each transfer date, if the Class B Investor Default Amount for such
transfer date exceeds the amount of Excess Spread and Reallocated Collateral
Principal Collections which are allocated and available to fund such amount
with respect to the monthly period preceding such transfer date as described
under "--Application of Collections--Excess Spread" in this prospectus
supplement, the Collateral Interest (after giving effect to reductions for any
Collateral Charge-Offs and any Reallocated Principal Collections on such
transfer date and after giving effect to any adjustments with respect thereto
as described in the preceding paragraph) will be reduced by the amount of such
excess. Such reduction, however will not be more than the lesser of the Class B
Investor Default Amount and the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such transfer date and after giving effect to any adjustments
with respect thereto as described in "--Class A Investor Default Amount" above)
for such transfer date.
In the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest will be reduced to zero and the Class
B Investor Interest will be reduced by the amount by which the Collateral
Interest would have been reduced below zero, but not more than the Class B
Investor Default Amount for such transfer date. This reduction in the Class B
Investor Interest is called a "Class B Investor Charge-Off."
The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral Interest
(after giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Collateral Principal Collections on such transfer date) and the
amount of any portion of the Class B Investor Interest allocated to the Class A
certificates to avoid a reduction in the Class A Investor Interest. The Class B
Investor Interest will thereafter be reimbursed (but not in excess of the
unpaid principal balance of the Class B certificates) on any transfer date by
the amount of Excess Spread allocated and available
S-46
<PAGE>
for that purpose as described under "--Application of Collections--Excess
Spread" in this prospectus supplement.
Collateral Default Amount
On each transfer date, if the Collateral Default Amount for such transfer
date exceeds the amount of Excess Spread which is allocated and available to
fund such amount as described under "--Application of Collections--Excess
Spread" in this prospectus supplement, the Collateral Interest will be reduced
by the amount of such excess, but not more than the lesser of the Collateral
Default Amount and the Collateral Interest for such transfer date. This
reduction in the Collateral Interest is called a "Collateral Charge-Off."
The Collateral Interest will also be reduced by the amount of Reallocated
Principal Collections and the amount of any portion of the Collateral Interest
allocated to the Class A certificates to avoid a reduction in the Class A
Investor Interest or to the Class B certificates to avoid a reduction in the
Class B Investor Interest. The Collateral Interest will thereafter be
reimbursed on any transfer date by the amount of Excess Spread allocated and
available for that purpose as described under "--Application of Collections--
Excess Spread" in this prospectus supplement.
Principal Funding Account
The trustee will establish and maintain with a Qualified Institution the
principal funding account as a segregated trust account held for the benefit of
the certificateholders and the Collateral Interest holder. During the
Controlled Accumulation Period and the Rapid Accumulation Period, the trustee
at the direction of the servicer will transfer collections in respect of
principal receivables (other than Reallocated Principal Collections) and Shared
Principal Collections from other series, if any, allocated to the Series 2000-L
certificates from the principal account to the principal funding account as
described under "--Application of Collections" in this prospectus supplement.
Funds on deposit in the principal funding account will be invested to the
following transfer date by the trustee at the direction of the servicer in
Permitted Investments. During the Controlled Accumulation Period and the Rapid
Accumulation Period, investment earnings (net of investment losses and
expenses) on funds on deposit in the principal funding account will be
deposited in the finance charge account and included in Class A Available Funds
and Class B Available Funds. If, for any transfer date, these amounts are less
than the Covered Amount, the amount of such deficiency shall be withdrawn, to
the extent required and available, from the reserve account (during the
Controlled Accumulation Period) and the swap reserve fund (during the Rapid
Accumulation Period) and deposited in the finance charge account and included
as Class A Available Funds or Class B Available Funds, as applicable, for such
transfer date. See "--Reserve Account" and " --Swap Reserve Fund" in this
prospectus supplement.
"Covered Amount" means, with respect to any transfer date, the sum of:
(a) with respect to the Class A certificates, the product of:
(i) a rate of 0.20% per annum above Swap LIBOR prevailing on the
related Swap LIBOR determination date for the related interest period
(or such lesser rate as is specified in the interest rate swap) or, in
the event the interest rate swap has terminated, the Class A
certificate rate;
(ii) a fraction, the numerator of which is the actual number of days
in the related interest period (or, in the event the interest rate swap
has terminated, the numerator of which is 30), and the denominator of
which is 360; and
(iii) the aggregate amount on deposit in the principal funding
account with respect to Class A Monthly Principal as of the record date
immediately preceding such transfer date; and
S-47
<PAGE>
(b) with respect to the Class B certificates, the product of:
(i) the Class B certificate rate for the related interest period;
(ii) a fraction, the numerator of which is the actual number of days
in the related interest period, and the denominator of which is 360;
and
(iii) the aggregate amount on deposit in the principal funding
account with respect to Class B Monthly Principal as of the record date
immediately preceding such transfer date.
Reserve Account
The trustee will establish and maintain with a Qualified Institution the
reserve account as a segregated trust account held for the benefit of the
certificateholders. The reserve account is established to assist with the
subsequent distribution of interest on the certificates and Net Swap Payments,
if any, during the Controlled Accumulation Period and on the first transfer
date for the Rapid Accumulation Period or the Rapid Amortization Period. On
each transfer date from and after the transfer date on which funding of the
reserve account begins, but prior to the termination of the reserve account,
the trustee, acting pursuant to the servicer's instructions, will apply Excess
Spread allocated to the certificates (to the extent described above under "--
Application of Collections--Excess Spread" in this prospectus supplement) to
increase the amount on deposit in the reserve account (to the extent such
amount is less than the Required Reserve Account Amount). The reserve account
will begin to be funded no later than three months prior to the commencement of
the Controlled Accumulation Period, or such earlier date as the servicer may
determine.
The "Required Reserve Account Amount" for any transfer date will be equal to
(a) 0.5% of the outstanding principal balance of the Class A certificates or
(b) any other amount designated by the seller, except that if such designation
is of a lesser amount, the seller will provide the servicer, the Collateral
Interest holder and the trustee with evidence that the Rating Agency Condition
has been satisfied, and the seller will deliver to the trustee a certificate of
an authorized officer of the seller to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the seller,
such designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to occur
with respect to Series 2000-L.
On each transfer date, after giving effect to any deposit to be made to, and
any withdrawal to be made from, the reserve account on such transfer date, the
trustee will withdraw from the reserve account an amount equal to the excess,
if any, of the amount on deposit in the reserve account over the Required
Reserve Account Amount and will distribute such excess to the Collateral
Interest holder for application in accordance with the loan agreement.
So long as the reserve account is not terminated as described below, all
amounts on deposit in the reserve account on any transfer date (after giving
effect to any deposits to, or withdrawals from, the reserve account to be made
on such transfer date) will be invested to the following transfer date by the
trustee at the direction of the servicer in Permitted Investments. The interest
and other investment income (net of investment expenses and losses) earned on
such investments will be retained in the reserve account (to the extent the
amount on deposit is less than the Required Reserve Account Amount) or
deposited in the finance charge account and treated as Class A Available Funds.
On or before each transfer date for the Controlled Accumulation Period and on
the first transfer date for the first to occur of the Rapid Accumulation Period
or the Rapid Amortization Period, a withdrawal will be made from the reserve
account, and the amount of such withdrawal will be deposited in the finance
charge account and included as Class A Available Funds or Class B Available
Funds, as provided in the Series 2000-L supplement. However, the amount of such
withdrawal will be reduced to the extent that funds otherwise would be
available to be deposited in the reserve account on such transfer date.
S-48
<PAGE>
The reserve account will be terminated upon the earliest to occur of:
(a) the termination of the trust pursuant to the master agreement;
(b) the first transfer date for the Rapid Accumulation Period;
(c) the first transfer date for the Rapid Amortization Period; and
(d) the transfer date immediately preceding the scheduled payment date.
Upon the termination of the reserve account, all amounts on deposit therein
(after giving effect to any withdrawal from the reserve account on such date as
described above) will be distributed to the Collateral Interest holder for
application in accordance with the loan agreement. Any amounts withdrawn from
the reserve account and distributed to the Collateral Interest holder will not
be available for distribution to the certificateholders.
Swap Reserve Fund
Pursuant to the Series 2000-L supplement, the trustee will establish and
maintain with a Qualified Institution the swap reserve fund as a segregated
trust account held for the benefit of the Class A certificateholders and the
swap counterparty, as their interests appear in the Series 2000-L supplement.
The swap reserve fund is established to assist in the payment of certain
amounts owed by the trust to the swap counterparty during the Rapid
Accumulation Period and to pay any amounts owed by the trust to the swap
counterparty as a result of an early termination of the interest rate swap. The
swap reserve fund will be funded by an initial deposit by the seller. Payments
required to be made by the swap counterparty to the trust are not dependent
upon or subject to the availability of funds in the swap reserve fund.
On or before each transfer date for the Rapid Accumulation Period and on the
first transfer date for the Rapid Amortization Period if the Rapid Amortization
Period is preceded by the Rapid Accumulation Period, a withdrawal will be made
from the swap reserve fund in an amount equal to the lesser of:
(a) the amount on deposit in the swap reserve fund for such transfer
date; and
(b) the amount, if any, by which principal funding investment proceeds
are less than the Covered Amount with respect to such transfer date;
provided, however, that on the first transfer date for the Rapid Accumulation
Period, the amount of such withdrawal will equal the amount, if any, by which
the sum of (i) principal funding investment proceeds for such transfer date and
(ii) the amount withdrawn from the reserve account on such transfer date as
described under "--Principal Funding Account" and "--Reserve Account" is less
than the amount computed pursuant to clause (a) of the definition of Covered
Amount for such transfer date. Such withdrawal will be deposited into the
finance charge account and included as Class A Available Funds for such
transfer date. No amounts withdrawn from the swap reserve fund will be included
as Class B Available Funds or Collateral Available Funds.
Pay Out Events
The Revolving Period will continue through October 31, 2006 (unless such date
is postponed as described under "--Postponement of Controlled Accumulation
Period" in this prospectus supplement), unless either a Series 2000-L Pay Out
Event or a Trust Pay Out Event (either, a "Pay Out Event") occurs prior to such
date. A "Series 2000-L Pay Out Event" refers to any of the following events:
(a) failure on the part of the seller:
(i) to make any payment or deposit on the date required under the
master agreement or the Series 2000-L supplement (or within the
applicable grace period which shall not exceed five days); or
S-49
<PAGE>
(ii) to observe or perform in any material respect any other
covenants or agreements of the seller set forth in the master agreement
or the Series 2000-L supplement, which failure has a material adverse
effect on the certificateholders (which determination shall be made
without reference to whether any funds are available under the
Collateral Interest) and which continues unremedied for a period of 60
days after written notice of such failure, requiring the same to be
remedied, and continues to materially and adversely affect the
interests of the certificateholders (which determination shall be made
without reference to whether any funds are available under the
Collateral Interest) for such period;
(b) any representation or warranty made by the seller in the master
agreement or the Series 2000-L supplement, or any information required to
be given by the seller to the trustee to identify the accounts, proves to
have been incorrect in any material respect when made or delivered and
which continues to be incorrect in any material respect for a period of 60
days after written notice of such failure, requiring the same to be
remedied, and as a result of which the interests of the certificateholders
are materially and adversely affected (which determination shall be made
without reference to whether any funds are available under the Collateral
Interest) and continue to be materially and adversely affected for such
period, except that a Pay Out Event pursuant to this subparagraph (b) will
not occur if the seller has accepted reassignment of the related receivable
or all such receivables, if applicable, during such period (or such longer
period as the trustee may specify) in accordance with the provisions of the
master agreement;
(c) the average of the Portfolio Yields for any three consecutive monthly
periods is less than the average of the Base Rates for such period;
(d) a failure by the seller to convey receivables arising under
additional accounts, or participations, to the trust when required by the
master agreement;
(e) any servicer default occurs which would have a material adverse
effect on the certificateholders; or
(f) insufficient moneys available to pay the Class A Investor Interest
and the Class B Investor Interest on the scheduled payment date.
A "Trust Pay Out Event" refers to any of the following events:
(a) certain events of insolvency, conservatorship or receivership
relating to the seller;
(b) the seller becomes unable for any reason to transfer receivables to
the trust in accordance with the provisions of the master agreement; or
(c) the trust becomes an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
The term "Base Rate" means, with respect to any monthly period, the
annualized percentage equivalent of a fraction:
. the numerator of which is the sum of Class A Monthly Interest, Class B
Monthly Interest, Collateral Monthly Interest and the Net Swap Payment,
if any, each for the related interest period, less the Net Swap Receipt,
if any, deposited in the finance charge account for such interest period,
and the Investor Servicing Fee and the Servicer Interchange, each for
such monthly period; and
. the denominator of which is the Investor Interest as of the close of
business on the last day of such monthly period.
The term "Portfolio Yield" means, with respect to any monthly period, the
annualized percentage equivalent of a fraction:
. the numerator of which is the sum of collections of finance charge
receivables, annual membership fees, principal funding account investment
earnings and amounts withdrawn from the reserve account, the
S-50
<PAGE>
swap reserve fund and the interest reserve account and allocable to the
Class A certificates, the Class B certificates and the Collateral Interest
for such monthly period, calculated on a cash basis after subtracting the
Aggregate Investor Default Amount for such monthly period; and
. the denominator of which is the Investor Interest as of the close of
business on the last day of such monthly period.
In the case of any event described in clause (a), (b) or (e) of the
definition of Series 2000-L Pay Out Event, a Series 2000-L Pay Out Event will
occur only if, after any applicable grace period, either the trustee or the
certificateholders and the Collateral Interest holder evidencing interests
aggregating not less than 50% of the Investor Interest, by written notice to
the seller and the servicer (and to the trustee if given by the
certificateholders) declare that a Series 2000-L Pay Out Event has occurred as
of the date of such notice.
In the case of any event described in the definition of a Trust Pay Out
Event, a Trust Pay Out Event with respect to all series then outstanding, and
in the case of any event described in clause (c), (d) or (f) of the definition
of Series 2000-L Pay Out Event, a Series 2000-L Pay Out Event with respect to
only the certificates of Series 2000-L, will occur without any notice or other
action on the part of the trustee or the certificateholders immediately upon
the occurrence of such event.
See "Description of the Certificates--Pay Out Events" in the accompanying
prospectus for an additional discussion of the consequences of an insolvency,
conservatorship or receivership of the seller.
Servicing Compensation and Payment of Expenses
The share of the servicing fee allocable to the Investor Interest for any
transfer date, called the "Investor Servicing Fee," will equal one-twelfth of
the product of (a) 2.0% and (b) the Adjusted Investor Interest as of the last
day of the monthly period preceding such transfer date, except that for the
first transfer date, the Investor Servicing Fee will be equal to
$1,333,333.33. On each transfer date, if MBNA or The Bank of New York is the
servicer, Servicer Interchange for the related monthly period that is on
deposit in the finance charge account will be withdrawn from the finance
charge account and paid to the servicer in payment of a portion of the
Investor Servicing Fee for such monthly period.
The "Servicer Interchange" for any monthly period for which MBNA or The Bank
of New York is the servicer will be an amount equal to the portion of
collections of finance charge receivables allocated to the Investor Interest
for such monthly period that is attributable to interchange. However, Servicer
Interchange for a monthly period will not exceed one-twelfth of the product of
(i) the Adjusted Investor Interest, as of the last day of such monthly period
and (ii) 0.75%; except that for the first transfer date, the Servicer
Interchange may equal but shall not exceed $500,000.00. In the case of any
insufficiency of Servicer Interchange on deposit in the finance charge
account, a portion of the Investor Servicing Fee with respect to such monthly
period will not be paid to the extent of such insufficiency and in no event
shall the trust, the trustee, the certificateholders or the Collateral
Interest holder be liable for the share of the Servicing Fee to be paid out of
Servicer Interchange.
The "Class A Servicing Fee" is the share of the Investor Servicing Fee
allocable to the Class A certificateholders for any transfer date and is equal
to one-twelfth of the product of (a) the Class A Floating Allocation, (b)
1.25%, or if MBNA or The Bank of New York is not the servicer, 2.0% (the "Net
Servicing Fee Rate") and (c) the Adjusted Investor Interest as of the last day
of the monthly period preceding such transfer date; except that for the first
transfer date the Class A Servicing Fee will be equal to $708,333.33.
The "Class B Servicing Fee" is the share of the Investor Servicing Fee
allocable to the Class B certificateholders for any transfer date and is equal
to one-twelfth of the product of (a) the Class B Floating Allocation, (b) the
Net Servicing Fee Rate and (c) the Adjusted Investor Interest as of the last
day of the monthly period preceding such transfer date; except that for the
first transfer date the Class B Servicing Fee will be equal to $62,500.00.
S-51
<PAGE>
The "Collateral Interest Servicing Fee" is the share of the Investor
Servicing Fee allocable to the Collateral Interest holder for any transfer date
and is equal to one-twelfth of the product of (a) the Collateral Floating
Allocation, (b) the Net Servicing Fee Rate and (c) the Adjusted Investor
Interest as of the last day of the monthly period preceding such transfer date;
except that for the first transfer date the Collateral Interest Servicing Fee
will be equal to $62,500.00.
The remainder of the servicing fee will be paid by the holder of the Seller
Interest or other series (as provided in the related series supplements) or, to
the extent of any insufficiency of Servicer Interchange as described above, not
be paid. In no event shall the trust, the trustee, the certificateholders or
the Collateral Interest holder be liable for the share of the servicing fee to
be paid out of Servicer Interchange. The Class A Servicing Fee and the Class B
Servicing Fee will be payable to the servicer solely to the extent amounts are
available for distribution in respect thereof as described under "--Application
of Collections--Payment of Interest, Fees and Other Items" in this prospectus
supplement.
The servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the receivables including, without
limitation, payment of the fees and disbursements of the trustee and
independent certified public accountants and other fees which are not expressly
stated in the master agreement to be payable by the trust, the
certificateholders or the Collateral Interest holder other than federal, state
and local income and franchise taxes, if any, of the trust.
Amendments
In addition to being subject to amendment as described in "Description of the
Certificates--Amendments" in the accompanying prospectus, the Series 2000-L
supplement may be amended by the seller without the consent of the servicer,
the trustee or any certificateholder if the seller provides the trustee with
(a) an opinion of counsel to the effect that such amendment or modification
would reduce the risk that the trust would be treated as taxable as a publicly
traded partnership pursuant to Section 7704 of the Internal Revenue Code of
1986, as amended and (b) a certificate that such amendment or modification
would not materially and adversely affect any certificateholder, except that no
such amendment shall be deemed effective without the trustee's consent, if the
trustee's rights, duties and obligations under the Series 2000-L supplement are
thereby modified. Promptly after the effectiveness of any such amendment, the
seller shall deliver a copy of such amendment to each of the servicer, the
trustee and each rating agency described in the Series 2000-L supplement.
ERISA Considerations
General
Subject to the considerations described below and in the prospectus, the
Class A certificates may be purchased by, on behalf of, or with "plan assets"
of any employee benefit or other plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended. Any plan fiduciary that proposes to
cause a plan to acquire any of the Class A certificates should consult with its
counsel with respect to the potential consequences under ERISA and the Internal
Revenue Code of the plan's acquisition and ownership of such Class A
certificates. See "ERISA Considerations" in the accompanying prospectus.
The Class B certificates may not be acquired or held by or with "plan assets"
of any plan. By its acceptance of a Class B certificate, each Class B
certificateholder will be deemed to have represented and warranted that either
(i) it is not and will not be a plan or (ii) it will not hold the Class B
certificates with "plan assets" of any plan.
S-52
<PAGE>
Class A Certificates
It is anticipated that the Class A certificates will meet the criteria for
treatment as "publicly-offered securities" as described in the accompanying
prospectus. No restrictions will be imposed on the transfer of the Class A
certificates. It is expected that the Class A certificates will be held by at
least 100 independent investors at the conclusion of the initial public
offering made hereby although no assurance can be given, and no monitoring or
other measures will be taken to ensure, that such condition is met. The Class A
certificates will be sold as part of an offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, and then
will be timely registered under the Securities Exchange Act of 1934, as
amended.
If the foregoing exception under the plan asset regulation were not
satisfied, transactions involving the trust and parties in interest with
respect to a plan that purchases or holds the Class A certificates might be
prohibited under Section 406 of ERISA and/or Section 4975 of the Internal
Revenue Code and result in excise tax and other liabilities under ERISA and
Section 4975 of the Internal Revenue Code unless an exemption were available.
The five Department of Labor class exemptions described in the accompanying
prospectus may not provide relief for all transactions involving the assets of
the trust even if they would otherwise apply to the purchase of Class A
certificates by a plan. The Class A certificates will not be eligible for the
exemptive relief provided by Department of Labor Prohibited Transaction
Exemption 98-13. See "ERISA Considerations" in the accompanying prospectus.
Any plan fiduciary considering whether to purchase any Class A certificates
on behalf of, or with "plan assets" of, a plan should consult with its counsel
regarding the applicability of the fiduciary responsibility and prohibited
transaction provisions of ERISA and Section 4975 of the Internal Revenue Code
to such investment. Among other things, before purchasing any Class A
certificates, a plan fiduciary should make its own determination as to the
availability of any prohibited transaction exemptions.
Class B Certificates
The underwriters of the Class B certificates do not expect that the Class B
certificates will be held by at least 100 independent investors and, therefore,
do not expect that the Class B certificates will qualify as publicly-offered
securities under the plan asset regulation. Because the Class A certificates
will not be eligible for the exemptive relief provided by Department of Labor
Prohibited Transaction Exemption 98-13, the Class B certificates will not be
eligible for the exemptive relief provided by Department of Labor Prohibited
Transaction Class Exemption 95-60. See "ERISA Considerations" in the
accompanying prospectus. Accordingly, the Class B certificates may not be
acquired by (a) any employee benefit plan that is subject to ERISA, (b) any
plan or other arrangement (including an individual retirement account or Keogh
plan) that is subject to Section 4975 of the Internal Revenue Code or (c) any
entity whose underlying assets include "plan assets" under the plan asset
regulation by reason of any such plan's investment in the entity. By its
acceptance of a Class B certificate, each Class B certificateholder will be
deemed to have represented and warranted that it is not subject to the
foregoing limitation.
S-53
<PAGE>
Underwriting
Subject to the terms and conditions set forth in the underwriting agreement
as supplemented by a terms agreement relating to the Class A certificates
between the seller and the Class A underwriters named below, and the
underwriting agreement as supplemented by a terms agreement relating to the
Class B certificates between the seller and the Class B underwriter named
below, the seller has agreed to sell to the underwriters, and each of the
underwriters has severally agreed to purchase, the principal amount of the
certificates set forth opposite its name:
<TABLE>
<CAPTION>
Principal Amount of
Class A
Class A Underwriters Certificates
-------------------- -------------------
<S> <C>
Salomon Smith Barney Inc................................. $ 85,000,000
Banc of America Securities LLC........................... 85,000,000
Banc One Capital Markets, Inc............................ 85,000,000
Barclays Capital Inc..................................... 85,000,000
Deutsche Bank Securities Inc............................. 85,000,000
------------
Total.................................................. $425,000,000
============
<CAPTION>
Principal Amount of
Class B
Class B Underwriters Certificates
-------------------- -------------------
<S> <C>
Salomon Smith Barney Inc................................. $ 37,500,000
============
</TABLE>
In the Class A underwriting agreement, the Class A underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Class A certificates offered hereby if any of the Class A certificates are
purchased. In the Class B underwriting agreement, the Class B underwriter has
agreed, subject to the terms and conditions set forth therein, to purchase all
of the Class B certificates offered hereby if any of the Class B certificates
are purchased.
The Class A underwriters propose initially to offer the Class A certificates
to the public at 99.82728% of their principal amount and to certain dealers at
such price less concessions not in excess of 0.195% of the principal amount of
the Class A certificates. The Class A underwriters may allow, and such dealers
may reallow, concessions not in excess of 0.120% of the principal amount of the
Class A certificates to certain brokers and dealers. After the initial public
offering, the public offering price and other selling terms may be changed by
the Class A underwriters.
The Class B underwriter proposes initially to offer the Class B certificates
to the public at 100% of their principal amount and to certain dealers at such
price less concessions not in excess of 0.195% of the principal amount of the
Class B certificates. The Class B underwriter may allow, and such dealers may
reallow, concessions not in excess of 0.120% of the principal amount of the
Class B certificates to certain brokers and dealers. After the initial public
offering, the public offering price and other selling terms may be changed by
the Class B underwriter.
We will receive proceeds of approximately $460,262,815 from the sale of the
certificates (representing 99.50228% of the principal amount of each Class A
certificate and 99.675% of the principal amount of each Class B certificate)
after paying the underwriting discount of $1,503,125 (representing 0.325% of
the principal amount of each Class A certificate and 0.325% of the principal
amount of each Class B certificate). The underwriting discount will be 1.50%
for Class A certificates sold to various noninstitutional investors. To the
extent Class A certificates are sold to these investors, the actual Class A
underwriting discount will be more than, and the proceeds to the seller from
the sales of Class A certificates will be less than, the amounts shown above.
Additional offering expenses are estimated to be $800,000.
S-54
<PAGE>
Each underwriter has represented and agreed that:
(a) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation
to the certificates in, from or otherwise involving the United Kingdom;
(b) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue or
sale of the certificates to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on;
(c) if it is an authorized person under Chapter III of part I of the
Financial Services Act 1986, it has only promoted and will only promote (as
that term is defined in Regulation 1.02(2) of the Financial Services
(Promotion of Unregulated Schemes) Regulations 1991) to any person in the
United Kingdom the scheme described in this prospectus supplement and the
accompanying prospectus if that person is of a kind described either in
Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of
the Financial Services (Promotion of Unregulated Schemes) Regulations 1991;
and
(d) it is a person of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996.
The seller will indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the underwriters may be required to make in respect
thereof.
The underwriters may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the certificates in accordance with Regulation M under the Securities Exchange
Act of 1934. Over-allotment transactions involve syndicate sales in excess of
the offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the certificates so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the certificates in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
syndicate member when the certificates originally sold by such syndicate member
are purchased in a syndicate covering transaction. Such over-allotment
transactions, stabilizing transactions, syndicate covering transactions and
penalty bids may cause the prices of the certificates to be higher than they
would otherwise be in the absence of such transactions. Neither the seller nor
the underwriters represent that the underwriters will engage in any such
transactions or that such transactions, once commenced, will not be
discontinued without notice at any time.
S-55
<PAGE>
Index of Terms for Prospectus Supplement
<TABLE>
<CAPTION>
Term Page
---- ----
<S> <C>
Accumulation Period Length................................................. S-29
Accumulation Shortfall..................................................... S-44
Adjusted Investor Interest................................................. S-37
Aggregate Investor Default Amount.......................................... S-45
Available Investor Principal Collections................................... S-28
bank portfolio............................................................. S-15
Base Rate.................................................................. S-50
business day............................................................... S-26
Class A Additional Interest................................................ S-26
Class A Adjusted Investor Interest......................................... S-36
Class A Available Funds.................................................... S-27
Class A Fixed Allocation................................................... S-35
Class A Floating Allocation................................................ S-34
Class A Investor Charge-Off................................................ S-46
Class A Investor Default Amount............................................ S-45
Class A Investor Interest.................................................. S-36
Class A Monthly Interest................................................... S-40
Class A Monthly Principal.................................................. S-43
Class A Required Amount.................................................... S-37
Class A Servicing Fee...................................................... S-51
Class B Additional Interest................................................ S-26
Class B Adjusted Investor Interest......................................... S-37
Class B Available Funds.................................................... S-27
Class B Fixed Allocation................................................... S-35
Class B Floating Allocation................................................ S-34
Class B Investor Charge-Off................................................ S-46
Class B Investor Default Amount............................................ S-45
Class B Investor Interest.................................................. S-36
Class B Monthly Interest................................................... S-40
Class B Monthly Principal.................................................. S-43
Class B Required Amount.................................................... S-38
Class B Servicing Fee...................................................... S-51
Collateral Available Funds................................................. S-40
Collateral Charge-Off...................................................... S-47
Collateral Default Amount.................................................. S-45
Collateral Fixed Allocation................................................ S-35
Collateral Floating Allocation............................................. S-34
Collateral Interest........................................................ S-36
Collateral Interest Servicing Fee.......................................... S-52
Collateral Monthly Interest................................................ S-41
Collateral Monthly Principal............................................... S-43
Controlled Accumulation Amount............................................. S-44
Controlled Accumulation Period............................................. S-22
Controlled Deposit Amount.................................................. S-44
Covered Amount............................................................. S-47
cut-off date............................................................... S-18
Default Amount............................................................. S-45
</TABLE>
<TABLE>
<CAPTION>
Term Page
---- ----
<S> <C>
distribution date.......................................................... S-26
Excess Spread.............................................................. S-40
Fixed Investor Percentage.................................................. S-34
Floating Amount............................................................ S-31
Floating Investor Percentage............................................... S-33
group one.................................................................. S-11
interest period............................................................ S-26
Interest Reserve Account Event............................................. S-32
Investor Default Amount.................................................... S-45
Investor Interest.......................................................... S-36
Investor Servicing Fee..................................................... S-51
LIBOR...................................................................... S-26
LIBOR determination date................................................... S-26
London business day........................................................ S-26
Minimum Aggregate Principal Receivables.................................... S-19
Minimum Seller Interest.................................................... S-18
monthly period............................................................. S-33
Net Servicing Fee Rate..................................................... S-51
Net Swap Payment........................................................... S-31
Net Swap Receipt........................................................... S-31
Notional Amount............................................................ S-30
Pay Out Event.............................................................. S-49
Portfolio Yield............................................................ S-50
Rapid Accumulation Period.................................................. S-23
Rapid Amortization Period.................................................. S-23
Rating Agency Condition.................................................... S-19
Reallocated Class B Principal Collections.................................. S-39
Reallocated Collateral Principal Collections............................... S-39
Reallocated Principal Collections.......................................... S-39
Required Collateral Interest............................................... S-44
Required Interest Reserve Amount........................................... S-32
Required Reserve Account Amount............................................ S-48
Revolving Period........................................................... S-27
scheduled payment date..................................................... S-22
Series 2000-L Pay Out Event................................................ S-49
Series 2000-L Termination Date............................................. S-43
Servicer Interchange....................................................... S-51
Shared Principal Collections............................................... S-44
Swap LIBOR................................................................. S-31
Swap LIBOR Determination Date.............................................. S-31
Telerate Page 3750......................................................... S-26
transfer date.............................................................. S-28
Trust Pay Out Event........................................................ S-50
</TABLE>
S-56
<PAGE>
ANNEX I
Other Series Issued and Outstanding
The table below sets forth the principal characteristics of the other series
previously issued by the trust that are currently outstanding, all of which are
in group one. For more specific information with respect to any series, any
prospective investor should contact MBNA at (800) 362-6255 or (302) 456-8588.
MBNA will provide, without charge, to any prospective purchaser of the
certificates, a copy of the disclosure documents for any previous publicly-
issued series.
1.Series 1994-C
Initial Class A Investor Interest...............................$870,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.25% per annum
Initial Class B Investor Interest................................$45,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.45% per annum
Class A Controlled Accumulation Amount..........................$72,500,000*
Class A Scheduled Payment Date................October 2001 Distribution Date
Class B Scheduled Payment Date...............November 2001 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$85,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1994-C Termination Date..................March 2004 Distribution Date
Series Issuance Date........................................October 26, 1994
2.Series 1994-E
Initial Investor Interest.......................................$500,000,000
Current Investor Interest as of November 30, 2000...............$450,000,000
Maximum Investor Interest.......................................$450,000,000
Certificate Rate......................................Commercial Paper Index
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Cash Collateral Amount...................................$20,000,000
Series Issuance Date.......................................December 15, 1994
3.Series 1995-A
Initial Class A Investor Interest...............................$500,250,000
Class A Certificate Rate................One-Month LIBOR plus 0.27% per annum
Initial Class B Investor Interest................................$25,875,000
Class B Certificate Rate................One-Month LIBOR plus 0.45% per annum
Class A Controlled Accumulation Amount..........................$41,687,500*
Class A Scheduled Payment Date.................August 2004 Distribution Date
Class B Scheduled Payment Date..............September 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$48,875,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1995-A Termination Date................January 2007 Distribution Date
Series Issuance Date..........................................March 22, 1995
A-1
<PAGE>
4.Series 1995-C
Initial Class A Investor Interest...............................$500,250,000
Class A Certificate Rate.....................................6.45% per annum
Initial Class B Investor Interest................................$25,875,000
Class B Certificate Rate................One-Month LIBOR plus 0.42% per annum
Class A Controlled Accumulation Amount..........................$41,687,500*
Class A Scheduled Payment Date...................June 2005 Distribution Date
Class B Scheduled Payment Date...................July 2005 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$48,875,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1995-C Termination Date...............February 2008 Distribution Date
Series Issuance Date...........................................June 29, 1995
5.Series 1995-E
Initial Class A Investor Interest...............................$435,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.22% per annum
Initial Class B Investor Interest................................$22,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.32% per annum
Class A Controlled Accumulation Amount..........................$36,250,000*
Class A Scheduled Payment Date.................August 2002 Distribution Date
Class B Scheduled Payment Date..............September 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$42,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1995-E Termination Date................January 2005 Distribution Date
Series Issuance Date..........................................August 2, 1995
6.Series 1995-G
Initial Class A Investor Interest...............................$435,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.21% per annum
Initial Class B Investor Interest................................$22,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.33% per annum
Class A Controlled Accumulation Amount..........................$36,250,000*
Class A Scheduled Payment Date................October 2002 Distribution Date
Class B Scheduled Payment Date...............November 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$42,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1995-G Termination Date..................March 2005 Distribution Date
Series Issuance Date......................................September 27, 1995
A-2
<PAGE>
7.Series 1995-J
Initial Class A Investor Interest...............................$435,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.23% per annum
Initial Class B Investor Interest................................$22,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
Class A Controlled Accumulation Amount..........................$36,250,000*
Class A Scheduled Payment Date...............November 2002 Distribution Date
Class B Scheduled Payment Date...............December 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$42,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1995-J Termination Date..................April 2005 Distribution Date
Series Issuance Date.......................................November 21, 1995
8.Series 1996-A
Initial Class A Investor Interest...............................$609,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.21% per annum
Initial Class B Investor Interest................................$31,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.34% per annum
Class A Controlled Accumulation Amount..........................$50,750,000*
Class A Scheduled Payment Date...............February 2003 Distribution Date
Class B Scheduled Payment Date..................March 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$59,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-A Termination Date...................July 2005 Distribution Date
Series Issuance Date.......................................February 28, 1996
9.Series 1996-B
Initial Class A Investor Interest...............................$435,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.26% per annum
Initial Class B Investor Interest................................$22,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.37% per annum
Class A Controlled Accumulation Amount..........................$36,250,000*
Class A Scheduled Payment Date..................March 2006 Distribution Date
Class B Scheduled Payment Date..................April 2006 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$42,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-B Termination Date.................August 2008 Distribution Date
Series Issuance Date..........................................March 26, 1996
A-3
<PAGE>
10.Series 1996-C
Initial Class A Investor Interest...............................$435,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.14% per annum
Initial Class B Investor Interest................................$22,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.28% per annum
Class A Controlled Accumulation Amount..........................$36,250,000*
Class A Scheduled Payment Date..................March 2001 Distribution Date
Class B Scheduled Payment Date..................April 2001 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$42,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-C Termination Date.................August 2003 Distribution Date
Series Issuance Date..........................................March 27, 1996
11.Series 1996-D
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.15% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.29% per annum
Class A Controlled Accumulation Amount.......................$70,833,333.33*
Class A Scheduled Payment Date..................April 2001 Distribution Date
Class B Scheduled Payment Date....................May 2001 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-D Termination Date..............September 2003 Distribution Date
Series Issuance Date.............................................May 1, 1996
12.Series 1996-E
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.17% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.31% per annum
Class A Controlled Accumulation Amount..........................$53,125,000*
Class A Scheduled Payment Date....................May 2003 Distribution Date
Class B Scheduled Payment Date...................June 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-E Termination Date................October 2005 Distribution Date
Series Issuance Date............................................May 21, 1996
13.Series 1996-F
Initial Class A Investor Interest...............................$705,000,000
Initial Collateral Interest......................................$45,000,000
Current Investor Interest as of November 30, 2000...............$744,681,000
Maximum Investor Interest.....................................$1,000,000,000
Certificate Rate......................................Commercial Paper Index
Annual Servicing Fee Percentage...............................2.0% per annum
Series Issuance Date...........................................June 25, 1996
A-4
<PAGE>
14.Series 1996-G
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.18% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
Class A Controlled Accumulation Amount.......................$35,416,666.67*
Class A Scheduled Payment Date...................July 2006 Distribution Date
Class B Scheduled Payment Date.................August 2006 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-G Termination Date...............December 2008 Distribution Date
Series Issuance Date...........................................July 17, 1996
15.Series 1996-H
Initial Class A Investor Interest.............................$1,020,000,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.10% per annum
Initial Class B Investor Interest................................$90,000,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.27% per annum
Class A Controlled Accumulation Amount..........................$85,000,000*
Class A Scheduled Payment Date.................August 2001 Distribution Date
Class B Scheduled Payment Date..............September 2001 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$90,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-H Termination Date................January 2004 Distribution Date
Series Issuance Date.........................................August 14, 1996
16.Series 1996-I
Initial Class A Deutsche Mark ("DM") Investor Interest......DM 1,000,000,000
Initial Class A Investor Interest............................$666,444,518.49
Class A Certificate Rate...........Three-Month DM LIBOR plus 0.09% per annum
Class A Floating Dollar Rate.........Three-Month LIBOR plus 0.115% per annum
Initial Class B Investor Interest................................$58,804,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Class A Controlled Accumulation Amount.......................$55,537,043.21*
Class A Scheduled Payment Date............................September 19, 2001
Class B Scheduled Payment Date................October 2001 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$58,804,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-I Termination Date.............................February 18, 2004
Series Issuance Date......................................September 25, 1996
A-5
<PAGE>
17.Series 1996-J
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.15% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.36% per annum
Class A Controlled Accumulation Amount.......................$70,833,333.33*
Class A Scheduled Payment Date..............September 2003 Distribution Date
Class B Scheduled Payment Date................October 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-J Termination Date...............February 2006 Distribution Date
Series Issuance Date......................................September 19, 1996
18.Series 1996-K
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.13% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
Class A Controlled Accumulation Amount.......................$70,833,333.34*
Class A Scheduled Payment Date................October 2003 Distribution Date
Class B Scheduled Payment Date...............November 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-K Termination Date..................March 2006 Distribution Date
Series Issuance Date........................................October 24, 1996
19.Series 1996-M
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.13% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.35% per annum
Class A Controlled Accumulation Amount.......................$35,416,666.67*
Class A Scheduled Payment Date...............November 2006 Distribution Date
Class B Scheduled Payment Date...............December 2006 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1996-M Termination Date..................April 2009 Distribution Date
Series Issuance Date.......................................November 26, 1996
A-6
<PAGE>
20.Series 1997-B
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.16% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
Controlled Accumulation Amount...............................$83,333,333.34*
Scheduled Payment Date..........................March 2012 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Class C Investor Interest................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-B Termination Date.................August 2014 Distribution Date
Series Issuance Date.......................................February 27, 1997
21.Series 1997-C
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.11% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.30% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date..........................March 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-C Termination Date.................August 2006 Distribution Date
Series Issuance Date..........................................March 26, 1997
22.Series 1997-D
Initial Class A Investor Interest...............................$387,948,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.05% per annum
Initial Class B Investor Interest................................$34,231,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Controlled Accumulation Amount...............................$38,034,166.67*
Scheduled Payment Date............................May 2007 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Class C Investor Interest................................$34,231,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-D Termination Date................October 2009 Distribution Date
Series Issuance Date............................................May 22, 1997
23.Series 1997-E
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.08% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.28% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date..........................April 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-E Termination Date..............September 2004 Distribution Date
Series Issuance Date.............................................May 8, 1997
A-7
<PAGE>
24.Series 1997-F
Initial Class A Investor Interest...............................$600,000,000
Class A Certificate Rate.....................................6.60% per annum
Initial Class B Investor Interest................................$53,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.29% per annum
Controlled Accumulation Amount...............................$54,416,666.67*
Scheduled Payment Date...........................June 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$53,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-F Termination Date...............November 2004 Distribution Date
Series Issuance Date...........................................June 18, 1997
25.Series 1997-G
Initial Class A Investor Interest...............................$460,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.15% per annum
Initial Class B Investor Interest................................$40,600,000
Class B Certificate Rate................One-Month LIBOR plus 0.36% per annum
Controlled Accumulation Amount...............................$41,716,666.67*
Scheduled Payment Date...........................June 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$40,600,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-G Termination Date...............November 2006 Distribution Date
Series Issuance Date...........................................June 18, 1997
26.Series 1997-H
Initial Class A Investor Interest...............................$507,357,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.07% per annum
Initial Class B Investor Interest................................$44,770,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Controlled Accumulation Amount...............................$49,741,416.67*
Scheduled Payment Date......................September 2007 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Class C Investor Interest................................$44,770,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-H Termination Date...............February 2010 Distribution Date
Series Issuance Date..........................................August 6, 1997
A-8
<PAGE>
27.Series 1997-I
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate.....................................6.55% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.31% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date.........................August 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-I Termination Date................January 2007 Distribution Date
Series Issuance Date.........................................August 26, 1997
28.Series 1997-J
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.12% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.30% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date......................September 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-J Termination Date...............February 2007 Distribution Date
Series Issuance Date......................................September 10, 1997
29.Series 1997-K
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.12% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.32% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date.......................November 2005 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-K Termination Date..................April 2008 Distribution Date
Series Issuance Date........................................October 22, 1997
30.Series 1997-L
Initial Class A Investor Interest...............................$511,000,000
Class A Certificate Rate.............Three-Month LIBOR minus 0.01% per annum
Initial Class B Investor Interest................................$45,100,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Controlled Accumulation Amount...............................$46,341,666.67*
Scheduled Payment Date.......................November 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$45,100,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-L Termination Date..................April 2005 Distribution Date
Series Issuance Date.......................................November 13, 1997
A-9
<PAGE>
31.Series 1997-M
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.11% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.27% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date........................October 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-M Termination Date..................March 2005 Distribution Date
Series Issuance Date........................................November 6, 1997
32.Series 1997-O
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.17% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
Controlled Accumulation Amount...............................$38,541,666.67*
Scheduled Payment Date.......................December 2007 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1997-O Termination Date....................May 2010 Distribution Date
Series Issuance Date.......................................December 23, 1997
33.Series 1998-A
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.11% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate..Not to Exceed One-Month LIBOR plus 0.50% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date..........................March 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-A Termination Date.................August 2005 Distribution Date
Series Issuance Date..........................................March 18, 1998
34.Series 1998-B
Initial Class A Investor Interest...............................$550,000,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.09% per annum
Initial Class B Investor Interest................................$48,530,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Controlled Accumulation Amount..................................$49,877,500*
Scheduled Payment Date..........................April 2008 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$48,530,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-B Termination Date..............September 2010 Distribution Date
Series Issuance Date..........................................April 14, 1998
A-10
<PAGE>
35.Series 1998-C
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.08% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.25% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date...........................June 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-C Termination Date...............November 2005 Distribution Date
Series Issuance Date...........................................June 24, 1998
36.Series 1998-D
Initial Class A Investor Interest...............................$475,000,000
Class A Certificate Rate.....................................5.80% per annum
Initial Class B Investor Interest................................$42,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.25% per annum
Controlled Accumulation Amount...............................$46,583,333.33*
Scheduled Payment Date...........................July 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$42,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-D Termination Date...............December 2005 Distribution Date
Series Issuance Date...........................................July 30, 1998
37.Series 1998-E
Initial Class A Investor Interest...............................$750,000,000
Class A Certificate Rate.............Three-Month LIBOR plus 0.145% per annum
Initial Class B Investor Interest................................$66,200,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.33% per annum
Controlled Accumulation Amount...............................$73,533,333.33*
Scheduled Payment Date..........................April 2008 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$66,200,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-E Termination Date..............September 2010 Distribution Date
Series Issuance Date.........................................August 11, 1998
38.Series 1998-F
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.10% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.28% per annum
Controlled Accumulation Amount...............................$41,666,666.67*
Scheduled Payment Date......................September 2005 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-F Termination Date...............February 2008 Distribution Date
Series Issuance Date.........................................August 26, 1998
A-11
<PAGE>
39.Series 1998-G
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.13% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.40% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date......................September 2006 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-G Termination Date...............February 2009 Distribution Date
Series Issuance Date......................................September 10, 1998
40.Series 1998-H
Initial Class A Investor Interest...............................$470,000,000
Initial Collateral Interest......................................$30,000,000
Current Investor Interest as of November 30, 2000...............$500,000,000
Maximum Investor Interest.......................................$500,000,000
Certificate Rate......................................Commercial Paper Index
Annual Servicing Fee Percentage...............................2.0% per annum
Series Issuance Date......................................September 29, 1998
41.Series 1998-I
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-month LIBOR plus 0.26% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-month LIBOR plus 0.51% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date........................October 2001 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-I Termination Date................October 2003 Distribution Date
Series Issuance Date........................................October 22, 1998
42.Series 1998-J
Initial Class A Investor Interest...............................$660,000,000
Class A Certificate Rate.....................................5.25% per annum
Initial Class B Investor Interest................................$45,000,000
Class B Certificate Rate.....................................5.65% per annum
Controlled Accumulation Amount..................................$58,750,000*
Scheduled Payment Date......................September 2003 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$45,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-J Termination Date...............February 2006 Distribution Date
Series Issuance Date........................................October 29, 1998
A-12
<PAGE>
43.Series 1998-K
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.24% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.49% per annum
Controlled Accumulation Amount..................................$57,812,500*
Scheduled Payment Date.........................August 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1998-K Termination Date................January 2005 Distribution Date
Series Issuance Date.......................................November 24, 1998
44.Series 1998-L
Initial Class A Investor Interest...............................$231,250,000
Initial Collateral Interest......................................$18,750,000
Current Investor Interest as of November 30, 2000...............$250,000,000
Maximum Investor Interest.......................................$250,000,000
Certificate Rate......................................Commercial Paper Index
Annual Servicing Fee Percentage...............................2.0% per annum
Series Issuance Date.......................................December 22, 1998
45.Series 1999-A
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.14% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.37% per annum
Controlled Accumulation Amount...............................$41,666,666,67*
Scheduled Payment Date.......................February 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-A Termination Date...................July 2006 Distribution Date
Series Issuance Date..........................................March 25, 1999
46.Series 1999-B
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate.....................................5.90% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate.....................................6.20% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date..........................March 2009 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-B Termination Date.................August 2011 Distribution Date
Series Issuance Date..........................................March 26, 1999
A-13
<PAGE>
47.Series 1999-C
Initial Class A Investor Interest...............................$799,500,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.19% per annum
Initial Class B Investor Interest................................$70,550,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Controlled Accumulation Amount...............................$78,383,333.33*
Scheduled Payment Date............................May 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$70,550,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-C Termination Date................October 2006 Distribution Date
Series Issuance Date............................................May 18, 1999
48.Series 1999-D
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.19% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate.....................................6.50% per annum
Controlled Accumulation Amount...............................$41,666,666.67*
Scheduled Payment Date...........................June 2006 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-D Termination Date...............November 2008 Distribution Date
Series Issuance Date............................................June 3, 1999
49.Series 1999-E
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate...............One-Month LIBOR plus 0.125% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate................One-Month LIBOR plus 0.32% per annum
Controlled Accumulation Amount...............................$83,333,333.33*
Scheduled Payment Date...........................June 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-E Termination Date...................June 2004 Distribution Date
Series Issuance Date............................................July 7, 1999
50.Series 1999-F
Initial Class A Investor Interest...............................$509,400,000
Class A Certificate Rate............Three-Month LIBOR minus 0.125% per annum
Initial Class B Investor Interest................................$44,950,000
Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
annum
Controlled Accumulation Amount...............................$49,941,666.67*
Scheduled Payment Date.........................August 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$44,950,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-F Termination Date................January 2007 Distribution Date
Series Issuance Date..........................................August 3, 1999
A-14
<PAGE>
51.Series 1999-G
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate.....................................6.35% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate.....................................6.60% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date...........................July 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-G Termination Date...............December 2006 Distribution Date
Series Issuance Date...........................................July 29, 1999
52.Series 1999-H
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.21% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.48% per annum
Controlled Accumulation Amount...............................$83,333,333.33*
Scheduled Payment Date..........................April 2004 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-H Termination Date..............September 2006 Distribution Date
Series Issuance Date.........................................August 18, 1999
53.Series 1999-I
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate.....................................6.40% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate.....................................6.70% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date.........................August 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-I Termination Date................January 2005 Distribution Date
Series Issuance Date.......................................September 8, 1999
54.Series 1999-J
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate.....................................7.00% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate.....................................7.40% per annum
Controlled Accumulation Amount...............................$83,333,333.33*
Scheduled Payment Date......................September 2009 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-J Termination Date...............February 2012 Distribution Date
Series Issuance Date......................................September 23, 1999
A-15
<PAGE>
55.Series 1999-K
Maximum Class A Adjusted Investor Interest (subject to in-
crease)......................................................$2,300,000,000
Initial Collateral Interest.....................................$200,000,000
Scheduled Payment Date........................October 2002 Distribution Date
Annual Servicing Fee Percentage...............................2.0% per annum
Series 1999-K Termination Date..................March 2005 Distribution Date
Series Issuance Date........................................October 27, 1999
56.Series 1999-L
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.25% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.53% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date........................October 2006 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-L Termination Date..................March 2009 Distribution Date
Series Issuance Date........................................November 5, 1999
57.Series 1999-M
Initial Class A Investor Interest...............................$425,000,000
Class A Certificate Rate.....................................6.60% per annum
Initial Class B Investor Interest................................$37,500,000
Class B Certificate Rate.....................................6.80% per annum
Controlled Accumulation Amount...............................$41,666,666.67*
Scheduled Payment Date.......................November 2004 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$37,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 1999-M Termination Date..................April 2007 Distribution Date
Series Issuance Date........................................December 1, 1999
58.Series 2000-A
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate.....................................7.35% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate.....................................7.55% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date.......................February 2005 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-A Termination Date...................July 2007 Distribution Date
Series Issuance Date...........................................March 8, 2000
A-16
<PAGE>
59.Series 2000-B
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate...............One-Month LIBOR plus 0.115% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.30% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date.......................February 2003 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-B Termination Date...................July 2005 Distribution Date
Series Issuance Date..........................................March 28, 2000
60.Series 2000-C
Initial Class A Investor Interest.............................$1,275,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.16% per annum
Initial Class B Investor Interest...............................$112,500,000
Class B Certificate Rate...............One-Month LIBOR plus 0.375% per annum
Controlled Accumulation Amount.................................$125,000,000*
Scheduled Payment Date.......................February 2005 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest.....................................$112,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-C Termination Date...................July 2007 Distribution Date
Series Issuance Date..........................................April 13, 2000
61.Series 2000-D
Initial Class A Investor Interest...............................$722,500,000
Class A Certificate Rate................One-Month LIBOR plus 0.20% per annum
Initial Class B Investor Interest................................$63,750,000
Class B Certificate Rate................One-Month LIBOR plus 0.43% per annum
Controlled Accumulation Amount...............................$70,833,333.33*
Scheduled Payment Date..........................April 2007 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$63,750,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-D Termination Date..............September 2009 Distribution Date
Series Issuance Date............................................May 11, 2000
62.Series 2000-E
Initial Class A Investor Interest...............................$500,000,000
Class A Certificate Rate.....................................7.80% per annum
Initial Class B Investor Interest................................$45,000,000
Class B Certificate Rate.....................................8.15% per annum
Controlled Accumulation Amount...............................$49,166,666.67*
Scheduled Payment Date............................May 2010 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$45,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-E Termination Date................October 2012 Distribution Date
Series Issuance Date............................................June 1, 2000
A-17
<PAGE>
63.Series 2000-F
Initial Class A Investor Interest...............................$750,000,000
Class A Certificate Rate.............Three-Month LIBOR plus 0.125% per annum
Initial Class B Investor Interest................................$66,200,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.35% per annum
Controlled Accumulation Amount...............................$73,533,333.33*
Scheduled Payment Date...........................June 2005 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$66,200,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-F Termination Date...............November 2007 Distribution Date
Series Issuance Date...........................................June 23, 2000
64.Series 2000-G
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.13% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate..............Three-Month LIBOR plus 0.40% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date...........................July 2005 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-G Termination Date...............December 2007 Distribution Date
Series Issuance Date...........................................July 20, 2000
65.Series 2000-H
Initial Class A Investor Interest...............................$595,000,000
Class A Certificate Rate................One-Month LIBOR plus 0.25% per annum
Initial Class B Investor Interest................................$52,500,000
Class B Certificate Rate................One-Month LIBOR plus 0.60% per annum
Controlled Accumulation Amount...............................$58,333,333.33*
Scheduled Payment Date.........................August 2010 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$52,500,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-H Termination Date................January 2013 Distribution Date
Series Issuance Date.........................................August 23, 2000
66.Series 2000-I
Initial Class A Investor Interest...............................$850,000,000
Class A Certificate Rate.....................................6.90% per annum
Initial Class B Investor Interest................................$75,000,000
Class B Certificate Rate.....................................7.15% per annum
Controlled Accumulation Amount...............................$83,333,333.33*
Scheduled Payment Date.........................August 2005 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$75,000,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-I Termination Date................January 2008 Distribution Date
Series Issuance Date.......................................September 8, 2000
A-18
<PAGE>
67.Series 2000-J
Initial Class A Swiss Francs ("CHF") Investor Interest.....CHF 1,000,000,000
Initial Class A Investor Interest...............................$568,990,043
Class A Certificate Rate....................................4.125% per annum
Class A Floating Dollar Rate..........Three-Month LIBOR plus 0.21% per annum
Initial Class B Investor Interest................................$50,250,000
Class B Certificate Rate................One-Month LIBOR plus 0.44% per annum
Controlled Accumulation Amount..................................$55,790,837*
Class A Scheduled Payment Date..............................October 17, 2007
Class B Scheduled Payment Date................October 2007 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$50,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-J Termination Date................................March 17, 2010
Series Issuance Date........................................October 12, 2000
68.Series 2000-K
Initial Class A Investor Interest...............................$637,500,000
Class A Certificate Rate..............Three-Month LIBOR plus 0.11% per annum
Initial Class B Investor Interest................................$56,250,000
Class B Certificate Rate.............Three-Month LIBOR plus 0.375% per annum
Controlled Accumulation Amount..................................$62,500,000*
Scheduled Payment Date........................October 2005 Distribution Date
Annual Servicing Fee..........................................2.0% per annum
Initial Collateral Interest......................................$56,250,000
Other Enhancement for the Class A Certificates......Subordination of Class B
Certificates
Series 2000-K Termination Date..................March 2008 Distribution Date
Series Issuance Date.......................................November 21, 2000
69.Series 2000-Z
Initial Class A Investor Interest.........................................$0
Initial Class B Investor Interest.........................................$0
Current Investor Interest as of November 30, 2000.........................$0
Maximum Investor Interest.......................................$837,988,827
Certificate Rate......................................Commercial Paper Index
Annual Servicing Fee Percentage...............................2.0% per annum
Series Issuance Date..........................................March 30, 2000
--------
* Subject to change if the commencement of the accumulation period or
controlled accumulation period, as applicable, is delayed.
A-19
<PAGE>
MBNA Master Credit Card Trust II
Issuer
[MBNA AMERICA Logo Appears Here]
MBNA America Bank, National Association
Seller and Servicer
SERIES 2000-L
$425,000,000
Class A 6.50% Asset Backed Certificates
$37,500,000
Class B Floating Rate Asset Backed Certificates
----------------
PROSPECTUS SUPPLEMENT
----------------
Underwriters of the Class A certificates
Salomon Smith Barney
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital
Deutsche Banc Alex. Brown
Underwriter of the Class B certificates
Salomon Smith Barney
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not authorized anyone to
provide you with different information.
We are not offering the certificates in any state where the
offer is not permitted.
We do not claim the accuracy of the information in this
prospectus supplement and the accompanying prospectus as of
any date other than the dates stated on their respective
covers.
Dealers will deliver a prospectus supplement and prospectus
when acting as underwriters of the certificates and with
respect to their unsold allotments or subscriptions. In
addition, all dealers selling the certificates will deliver a
prospectus supplement and prospectus until March 5, 2001.
[Recycle Logo Appears Here] This document is printed entirely on recycled paper.
