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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20529
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report: July 16, 1997
MBNA AMERICA BANK, NATIONAL ASSOCIATION
ON BEHALF OF THE
MBNA MASTER CREDIT CARD TRUST
(Exact name of registrant as specified in its charter)
33-47934, 33-49850,
33-54462, 33-57988, 33-64244,
United States 51-0331454
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Wilmington, DE. 19884-0781
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(Address of principal executive office)
Registrant's telephone number, including area code (800) 362-6255.
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<PAGE>
ITEM 5. OTHER EVENTS
The following are filed as Exhibits to this Report under Exhibit 4:
4.1 First Amendment to the MBNA Master Credit Card Trust Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.2 First Amendment to the Series 1992-1 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.3 First Amendment to the Series 1992-2 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.4 First Amendment to the Series 1992-3 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.5 First Amendment to the Series 1993-1 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.6 First Amendment to the Series 1993-3 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.7 First Amendment to the Series 1993-4 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.8 First Amendment to the Series 1994-1 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
4.9 First Amendment to the Series 1994-2 Supplement to the Pooling and
Servicing Agreement, dated as of June 1, 1997, by and between MBNA America
Bank, National Association, Seller and Servicer, and Bankers Trust Co.,
Trustee.
The following are filed as Exhibits to this Report under Exhibit 20:
20.1. Series 1992-1 (File No. 33-47934) Certificateholders'Statement for
the month ended June 30, 1997.
20.2. Series 1992-2 (File No. 33-49850) Certificateholders'Statement for
the month ended June 30, 1997.
20.3. Series 1992-3 (File No. 33-54462) Certificateholders'Statement for
the month ended June 30, 1997.
20.4. Series 1993-1 (File No. 33-57988) Certificateholders'Statement for
the month ended June 30, 1997.
20.5. Series 1993-3 (File No. 33-64244) Certificateholders'Statement for
the month ended June 30, 1997.
20.6. Series 1993-4 (File No. 33-64244) Certificateholders'Statement for
the month ended June 30, 1997.
20.7. Series 1994-1 (File No. 33-64244) Certificateholders'Statement for
the month ended June 30, 1997.
20.8. Series 1994-2 (File No. 33-64244) Certificateholders'Statement for
the month ended June 30, 1997.
<PAGE>
ITEM 5. OTHER EVENTS
The following are filed as Exhibits to this Report under Exhibit 99:
99.1. Series 1992-1 (File No. 33-47934) Key Performance Factors for the
month ended June 30, 1997.
99.2. Series 1992-2 (File No. 33-49850) Key Performance Factors for the
month ended June 30, 1997.
99.3. Series 1992-3 (File No. 33-54462) Key Performance Factors for the
month ended June 30, 1997.
99.4. Series 1993-1 (File No. 33-57988) Key Performance Factors for the
month ended June 30, 1997.
99.5. Series 1993-3 (File No. 33-64244) Key Performance Factors for the
month ended June 30, 1997.
99.6. Series 1993-4 (File No. 33-64244) Key Performance Factors for the
month ended June 30, 1997.
99.7. Series 1994-1 (File No. 33-64244) Key Performance Factors for the
month ended June 30, 1997.
99.8. Series 1994-2 (File No. 33-64244) Key Performance Factors for the
month ended June 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 16, 1997
MBNA AMERICA BANK, NATIONAL ASSOCIATION
By: Marguerite M. Boylan
----------------------------------
Name: Marguerite M. Boylan
Title: Vice President
EXECUTION
COPY
FIRST AMENDMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE POOLING AND SERVICING AGREEMENT,
dated as of June 1, 1997 (the "First Amendment") is by and between MBNA
AMERICA BANK, NATIONAL ASSOCIATION, as Seller and Servicer, and BANKERS
TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
September 25, 1991 (the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Pooling and Servicing Agreement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 1.01.
(a) Section 1.01 is hereby amended by adding the following
definitions in the appropriate alphabetical order:
"Tax Opinion" shall mean with respect to any action,
an Opinion of Counsel to the effect that, for federal income tax
purposes, (a) such action will not adversely affect the tax
characterization as debt of Investor Certificates of any
outstanding Series or Class that were characterized as debt at the
time of their issuance, (b) following such action the Trust will
not be deemed to be an association (or publicly traded
partnership) taxable as a corporation and (c) such action will not
cause or constitute an event in which gain or loss would be
recognized by any Investor Certificateholder or the Trust.
"Zero Balance Account" shall mean an Account with a
Receivable balance of zero which the Servicer will remove from its
computer master file of VISA and MasterCard accounts.
(b) The definition of "Opinion of Counsel" in Section 1.01
is hereby amended to read as follows:
"Opinion of Counsel" shall mean a written opinion of
counsel, who may be counsel for or an employee of the Person
providing the opinion, and who shall be reasonably acceptable to
the Trustee; provided, however, that any Tax Opinion or other
opinion relating to federal income tax matters shall be an opinion
of nationally recognized tax counsel.
SECTION 2. Amendment of Section 2.01. The last sentence of
the third paragraph under Section 2.01 is hereby amended to read as
follows:
The Seller further agrees not to alter the file designation
referenced in clause (i) of this paragraph with respect to any
Account during the term of this Agreement unless and until such
Account becomes a Removed Account, a Defaulted Account or a Zero
Balance Account.
SECTION 3. Amendment of Section 2.07. Section 2.07 is
hereby amended to add the following subsection immediately after
subsection 2.07(b):
(c) The Seller may, but shall not be obligated to,
designate at any time Zero Balance Accounts, any future
receivables of which will no longer be part of the Trust, and to
remove the designation 1991-MT from the Pool Index File for such
Accounts; provided, that prior to such designation and removal,
the Seller shall have delivered to Moody's an Officer's
Certificate to the effect that to the knowledge of the Seller,
such designation and removal shall not cause a Pay Out Event to
occur.
SECTION 4. Amendment of Subsection 3.06(a). Subsection
3.06(a) is hereby amended to read as follows:
(a) On or before August 31 of each calendar year beginning
in 1997, the Servicer, on behalf of the Trust, shall cause a firm
of nationally recognized independent certified public accountants
(who may also render other services to the Servicer or the
Seller), to furnish, as provided in Section 13.05, a report, based
upon established criteria that meets the standards applicable to
accountants' reports intended for general distribution, to the
Trustee, any Enhancement Provider and the Rating Agency, attesting
to the fairness of the assertion of the Servicer's management that
internal control policies and procedures over the functions
performed as Servicer of the Trust are effective, in all material
respects, in providing reasonable assurance that Trust assets are
safeguarded against loss from unauthorized use or disposition, on
the date of such report, and a report attesting to the fairness of
the assertion of the Servicer's management that such servicing was
conducted in conformity with the sections of this Agreement during
the period covered by such report (which shall be the period from
July 1 (or for the initial period, the relevant Closing Date) of
the preceding calendar year to and including June 30 of such
calendar year), except for such exceptions or errors as such firm
shall believe to be immaterial and such other exceptions as shall
be set forth in such report. Unless otherwise provided with
respect to any Series in the related Supplement, a copy of such
report may be obtained by any Investor Certificateholder by a
request in writing to the Trustee addressed to the Corporate Trust
Office.
SECTION 5. Amendment of Subsection 4.03(a). Subsection
4.03(a) is hereby amended to add the following paragraph immediately
after the current subsection 4.03(a):
Notwithstanding anything else in this Agreement to the
contrary, with respect to any Monthly Period, whether the Servicer
is required to make monthly or daily deposits from the Collection
Account into the Finance Charge Account, the Principal Account or
any Series Account, as provided in any Supplement, (i) the
Servicer will only be required to deposit Collections from the
Collection Account into the Finance Charge Account, the Principal
Account or any Series Account up to the required amount to be
deposited into any such deposit account or, without duplication,
distributed on or prior to the related Distribution Date to
Investor Certificateholders or to any Enhancement Provider
pursuant to the terms of any Supplement or agreement relating to
such Enhancement and (ii) if at any time prior to such
Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited
pursuant to clause (i) above, the Servicer will be permitted to
withdraw the excess from the Collection Account.
SECTION 6. Effectiveness. The amendments provided for by
this First Amendment shall become effective upon receipt by the Trustee
of the following, each of which shall be satisfactory to the Trustee in
its sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this First Amendment
will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
6(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this First Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this First Amendment, duly executed by
the parties hereto.
SECTION 7. Pooling and Servicing Agreement in Full Force
and Effect as Amended. Except as specifically amended or waived hereby,
all of the terms and conditions of the Pooling and Servicing Agreement
shall remain in full force and effect. All references to the Pooling
and Servicing Agreement in any other document or instrument shall be
deemed to mean such Pooling and Servicing Agreement as amended by this
First Amendment. This First Amendment shall not constitute a novation
of the Pooling and Servicing Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms
and obligations of the Pooling and Servicing Agreement, as amended by
this First Amendment, as though the terms and obligations of the Pooling
and Servicing Agreement were set forth herein.
SECTION 8. Counterparts. This First Amendment may be
executed in any number of counterparts and by separate parties hereto on
separate counterparts, each of which when executed shall be deemed an
original, but all such counterparts taken together shall constitute one
and the same instrument.
SECTION 9. Governing Law. THIS FIRST AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this First Amendment to be duly executed by their respective
officers as of the day and year first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title: Assistant Vice President
(..continued)
FIRST AMENDMENT
TO
SERIES 1992-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1992-1
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1992-1 Supplement, dated
as of May 29, 1992 (the "Series 1992-1 Supplement"), to the
Pooling and Servicing Agreement, dated as of September 25,
1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1992-1 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1992-1 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1992-1 in accordance
with subsection 4.11(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1992-1) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c) and 4.06(d)
and (c) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account
pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest with respect
to such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1992-1
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1992-1 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-1
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1992-1
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-1
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1992-1 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds have been allocated to the
Series 1992-1 Certificates from Collections processed
during the preceding Monthly Period and from any
withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer, shall
withdraw from the Finance Charge Account, to the extent
funds have been allocated to the Series 1992-1
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1992-1; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the Investor Interest as of the
end of the day of the preceding Record Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1992-1; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A) on the related Transfer Date,
up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid
to the Series 1992-1 Certificateholders from the
Distribution Account in accordance with Section 5.01.
(h) Article IV of the Agreement is hereby further
amended by adding the following Section 4.11 immediately
following Section 4.10 of Article IV of the Agreement:
SECTION 4.11 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1992-1 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1992-1 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1992-1 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1992-1 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1992-1 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1992-1
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1992-1 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1992-1 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1992-1 Supplement
in any other document or instrument shall be deemed to mean
such Series 1992-1 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1992-1 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1992-1
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1992-1 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1992-2 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1992-2
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1992-2 Supplement, dated
as of August 6, 1992 (the "Series 1992-2 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1992-2 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1992-2 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1992-2 in accordance
with subsection 4.11(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1992-2) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c) and 4.06(d)
and (c) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account
pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest with respect
to such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1992-2
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1992-2 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-2
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1992-2
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-2
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1992-2 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds have been allocated to the
Series 1992-2 Certificates from Collections processed
during the preceding Monthly Period and from any
withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer, shall
withdraw from the Finance Charge Account, to the extent
funds have been allocated to the Series 1992-2
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1992-2; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the Investor Interest as of the
end of the day of the preceding Record Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1992-2; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A) on the related Transfer Date,
up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid
to the Series 1992-2 Certificateholders from the
Distribution Account in accordance with Section 5.01.
(h) Article IV of the Agreement is hereby further
amended by adding the following Section 4.11 immediately
following Section 4.10 of Article IV of the Agreement:
SECTION 4.11 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1992-2 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1992-2 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1992-2 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1992-2 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1992-2 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1992-2
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1992-2 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1992-2 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1992-2 Supplement
in any other document or instrument shall be deemed to mean
such Series 1992-2 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1992-2 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1992-2
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1992-2 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1992-3 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1992-3
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1992-3 Supplement, dated
as of November 24, 1992 (the "Series 1992-3 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1992-3 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1992-3 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1992-3 in accordance
with subsection 4.12(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1992-3) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c) and 4.06(d)
and (c) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account
pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest with respect
to such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1992-3
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1992-3 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-3
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1992-3
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-3
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1992-3 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds have been allocated to the
Series 1992-3 Certificates from Collections processed
during the preceding Monthly Period and from any
withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer, shall
withdraw from the Finance Charge Account, to the extent
funds have been allocated to the Series 1992-3
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1992-3; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the Investor Interest as of the
end of the day of the preceding Record Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1992-3; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A) on the related Transfer Date,
up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid
to the Series 1992-3 Certificateholders from the
Distribution Account in accordance with Section 5.01.
(h) Article IV of the Agreement is hereby further
amended by adding the following Section 4.12 immediately
following Section 4.11 of Article IV of the Agreement:
SECTION 4.12 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1992-3 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1992-3 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1992-3 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1992-3 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1992-3 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1992-3
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1992-3 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1992-3 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1992-3 Supplement
in any other document or instrument shall be deemed to mean
such Series 1992-3 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1992-3 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1992-3
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1992-3 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1993-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1993-1
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1993-1 Supplement, dated
as of February 25, 1993 (the "Series 1993-1 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1993-1 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1993-1 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1993-1 in accordance
with subsection 4.12(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1993-1) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c) and 4.06(d)
and (c) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account
pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest with respect
to such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1993-1
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1993-1 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1993-1
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1993-1
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1993-1
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1993-1 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds have been allocated to the
Series 1993-1 Certificates from Collections processed
during the preceding Monthly Period and from any
withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer, shall
withdraw from the Finance Charge Account, to the extent
funds have been allocated to the Series 1993-1
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1993-1; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the Investor Interest as of the
end of the day of the preceding Record Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1993-1; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A) on the related Transfer Date,
up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid
to the Series 1993-1 Certificateholders from the
Distribution Account in accordance with Section 5.01.
(h) Article IV of the Agreement is hereby further
amended by adding the following Section 4.12 immediately
following Section 4.11 of Article IV of the Agreement:
SECTION 4.12 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1993-1 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1993-1 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1993-1 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1993-1 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1993-1 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1993-1
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1993-1 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1993-1 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1993-1 Supplement
in any other document or instrument shall be deemed to mean
such Series 1993-1 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1993-1 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1993-1
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1993-1 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1993-3 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1993-3
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1993-3 Supplement, dated
as of August 24, 1993 (the "Series 1993-3 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1993-3 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1993-3 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
(a) Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1993-3 in accordance
with subsection 4.11(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1993-3) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c) and 4.06(d)
and (c) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account
pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest with respect
to such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1993-3
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1993-3 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1993-3
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1993-3
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1993-3
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1993-3 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds have been allocated to the
Series 1993-3 Certificates from Collections processed
during the preceding Monthly Period and from any
withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer, shall
withdraw from the Finance Charge Account, to the extent
funds have been allocated to the Series 1993-3
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(b) (i) on each Determination Date with respect to the
Revolving Period, the Servicer shall instruct the Trustee in
writing to distribute, and on the next succeeding Transfer
Date the Trustee shall distribute, an amount equal to the
Available Investor Principal Collections deposited into the
Principal Account for the related Monthly Period in the
following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1993-3; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the Investor Interest as of the
end of the day of the preceding Record Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1993-3; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A) on the related Transfer Date,
up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid
to the Series 1993-3 Certificateholders from the
Distribution Account in accordance with Section 5.01.
(h) Article IV of the Agreement is hereby further
amended by adding the following Section 4.11 immediately
following Section 4.10 of Article IV of the Agreement:
SECTION 4.11 Shared Principal Collections.
(c) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared
Principal Collections allocable to Series 1993-3 on any
Transfer Date shall be applied pursuant to Section 4.08.
(d) Shared Principal Collections allocable to Series
1993-3 with respect to any Transfer Date shall mean an
amount equal to the Series Principal Shortfall, if any, with
respect to Series 1993-3 for such Transfer Date; provided,
however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less
than the Cumulative Series Principal Shortfall for such
Transfer Date, then Shared Principal Collections allocable
to Series 1993-3 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series
for such Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1993-3 for such Transfer Date and the denominator of
which is the aggregate amount of Cumulative Series Principal
Shortfall for all Series for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1993-3
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1993-3 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1993-3 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1993-3 Supplement
in any other document or instrument shall be deemed to mean
such Series 1993-3 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1993-3 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1993-3
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1993-3 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1993-4 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1993-4
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1993-4 Supplement, dated
as of December 7, 1993 (the "Series 1993-4 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1993-4 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1993-4 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1993-4 in accordance
with subsection 4.12(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1993-4) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c), 4.06(d)
and 4.06(e) and (c) the aggregate amount of Unallocated
Principal Collections deposited into the Principal
Account pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest plus the
Enhancement Invested Amount, if any, with respect to
such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1993-4
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1993-4 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1993-4
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1993-4
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1993-4
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1993-4 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and the Enhancement
Invested Amount, if any, and (B) pay to the Holder of
the Exchangeable Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause
(A) above; provided, however, that the amount to be
paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with written instructions
from the Servicer, shall withdraw from the Finance
Charge Account, to the extent funds have been allocated
to the Series 1993-4 Certificates from Collections
processed during the preceding Monthly Period and from
any withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with written instructions of the Servicer,
shall withdraw from the Finance Charge Account, to the
extent funds have been allocated to the Series 1993-4
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Subsection 4.06(e) of Article IV of the
Agreement is hereby amended to read as follows:
(e) Reimbursement of Reductions to the
Enhancement Invested Amount. On each Transfer Date,
the Trustee acting in accordance with written
instructions of the Servicer, shall withdraw from the
Finance Charge Account, to the extent that funds have
been allocated to the Series 1993-4 Certificates from
Collections processed during the preceding Monthly
Period, after giving effect to the withdrawals from the
Finance Charge Account pursuant to subsections 4.06(a),
(b), (c) and (d), an amount equal to the aggregate
amount by which the Enhancement Invested Amount has
been reduced pursuant to Section 4.05 of this Series
Supplement, if any, which has not theretofore been
reimbursed pursuant to this subsection 4.06(e), which
shall during the Rapid Amortization Period be treated
as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer
Date. On the date of any such reimbursement, the
Enhancement Invested Amount shall be increased by the
amount of such reimbursement.
(h) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1993-4; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the sum of the Investor Interest
plus the Enhancement Invested Amount, if any, as
of the end of the day of the preceding Record
Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1993-4; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay in the
following priority:
the amount deposited into the Distribution
Account pursuant to subsection 4.08(a)(ii)(A) on the
related Transfer Date, up to the outstanding principal
amount of the Certificates for such Distribution Date,
shall be paid to the Series 1993-4 Certificateholders
from the Distribution Account in accordance with
Section 5.01; and
for each Distribution Date with respect to
the Rapid Amortization Period, beginning with the
Distribution Date on which the outstanding principal
amount of the Certificates is paid in full, after
giving effect to the distributions referred to above,
the remaining amount of the deposit into the
Distribution Account pursuant to subsection
4.08(a)(ii)(A) on the related Transfer Date, if any, up
to the Enhancement Invested Amount, if any, shall be
distributed to the Cash Collateral Depositor for
application in accordance with the Loan Agreement.
(i) Article IV of the Agreement is hereby further
amended by adding the following Section 4.12 immediately
following Section 4.11 of Article IV of the Agreement:
SECTION 4.12 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1993-4 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1993-4 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1993-4 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1993-4 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1993-4 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1993-4
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1993-4 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1993-4 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1993-4 Supplement
in any other document or instrument shall be deemed to mean
such Series 1993-4 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1993-4 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1993-4
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1993-4 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1994-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1994-1
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1994-1 Supplement, dated
as of February 25, 1994 (the "Series 1994-1 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1994-1 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1994-1 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1994-1 in accordance
with subsection 4.12(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1994-1) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c), 4.06(d)
and 4.06(e) and (c) the aggregate amount of Unallocated
Principal Collections deposited into the Principal
Account pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest plus the
Enhancement Invested Amount, if any, with respect to
such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1994-1
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1994-1 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1994-1
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1994-1
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1994-1
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1994-1 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and the Enhancement
Invested Amount, if any, and (B) pay to the Holder of
the Exchangeable Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause
(A) above; provided, however, that the amount to be
paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with written instructions
from the Servicer, shall withdraw from the Finance
Charge Account, to the extent funds have been allocated
to the Series 1994-1 Certificates from Collections
processed during the preceding Monthly Period and from
any withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with written instructions of the Servicer,
shall withdraw from the Finance Charge Account, to the
extent funds have been allocated to the Series 1994-1
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Subsection 4.06(e) of Article IV of the
Agreement is hereby amended to read as follows:
(e) Reimbursement of Reductions to the
Enhancement Invested Amount. On each Transfer Date,
the Trustee acting in accordance with written
instructions of the Servicer, shall withdraw from the
Finance Charge Account, to the extent that funds have
been allocated to the Series 1994-1 Certificates from
Collections processed during the preceding Monthly
Period, after giving effect to the withdrawals from the
Finance Charge Account pursuant to subsections 4.06(a),
(b), (c) and (d), an amount equal to the aggregate
amount by which the Enhancement Invested Amount has
been reduced pursuant to Section 4.05 of this Series
Supplement, if any, which has not theretofore been
reimbursed pursuant to this subsection 4.06(e), which
shall during the Rapid Amortization Period be treated
as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer
Date. On the date of any such reimbursement, the
Enhancement Invested Amount shall be increased by the
amount of such reimbursement.
(h) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1994-1; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the sum of the Investor Interest
plus the Enhancement Invested Amount, if any, as
of the end of the day of the preceding Record
Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1994-1; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay in the
following priority:
the amount deposited into the Distribution
Account pursuant to subsection 4.08(a)(ii)(A) on the
related Transfer Date, up to the outstanding principal
amount of the Certificates for such Distribution Date,
shall be paid to the Series 1994-1 Certificateholders
from the Distribution Account in accordance with
Section 5.01; and
for each Distribution Date with respect to
the Rapid Amortization Period, beginning with the
Distribution Date on which the outstanding principal
amount of the Certificates is paid in full, after
giving effect to the distributions referred to above,
the remaining amount of the deposit into the
Distribution Account pursuant to subsection
4.08(a)(ii)(A) on the related Transfer Date, if any, up
to the Enhancement Invested Amount, if any, shall be
distributed to the Cash Collateral Depositor for
application in accordance with the Loan Agreement.
(i) Article IV of the Agreement is hereby further
amended by adding the following Section 4.12 immediately
following Section 4.11 of Article IV of the Agreement:
SECTION 4.12 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1994-1 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1994-1 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1994-1 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1994-1 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1994-1 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1994-1
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1994-1 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1994-1 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1994-1 Supplement
in any other document or instrument shall be deemed to mean
such Series 1994-1 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1994-1 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1994-1
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1994-1 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
FIRST AMENDMENT
TO
SERIES 1994-2 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1994-2
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1994-2 Supplement, dated
as of May 26, 1994 (the "Series 1994-2 Supplement"), to the
Pooling and Servicing Agreement, dated as of September 25,
1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1994-2 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1994-2 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
(a) Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1994-2 in accordance
with subsection 4.12(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1994-2) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c), 4.06(d)
and 4.06(e) and (c) the aggregate amount of Unallocated
Principal Collections deposited into the Principal
Account pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest plus the
Enhancement Invested Amount, if any, with respect to
such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1994-2
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1994-2 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1994-2
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1994-2
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1994-2
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1994-2 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and the Enhancement
Invested Amount, if any, and (B) pay to the Holder of
the Exchangeable Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause
(A) above; provided, however, that the amount to be
paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with written instructions
from the Servicer, shall withdraw from the Finance
Charge Account, to the extent funds have been allocated
to the Series 1994-2 Certificates from Collections
processed during the preceding Monthly Period and from
any withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with written instructions of the Servicer,
shall withdraw from the Finance Charge Account, to the
extent funds have been allocated to the Series 1994-2
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Subsection 4.06(e) of Article IV of the
Agreement is hereby amended to read as follows:
(e) Reimbursement of Reductions to the
Enhancement Invested Amount. On each Transfer Date,
the Trustee acting in accordance with written
instructions of the Servicer, shall withdraw from the
Finance Charge Account, to the extent that funds have
been allocated to the Series 1994-2 Certificates from
Collections processed during the preceding Monthly
Period, after giving effect to the withdrawals from the
Finance Charge Account pursuant to subsections 4.06(a),
(b), (c) and (d), an amount equal to the aggregate
amount by which the Enhancement Invested Amount has
been reduced pursuant to Section 4.05 of this Series
Supplement, if any, which has not theretofore been
reimbursed pursuant to this subsection 4.06(e), which
shall during the Rapid Amortization Period be treated
as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer
Date. On the date of any such reimbursement, the
Enhancement Invested Amount shall be increased by the
amount of such reimbursement.
(h) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(b) (i) on each Determination Date with respect to the
Revolving Period, the Servicer shall instruct the Trustee in
writing to distribute, and on the next succeeding Transfer
Date the Trustee shall distribute, an amount equal to the
Available Investor Principal Collections deposited into the
Principal Account for the related Monthly Period in the
following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1994-2; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the sum of the Investor Interest
plus the Enhancement Invested Amount, if any, as
of the end of the day of the preceding Record
Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1994-2; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay in the
following priority:
i) the amount deposited into the Distribution Account
pursuant to subsection 4.08(a)(ii)(A) on the related
Transfer Date, up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid to
the Series 1994-2 Certificateholders from the Distribution
Account in accordance with Section 5.01; and
ii) for each Distribution Date with respect to the Rapid
Amortization Period, beginning with the Distribution Date on
which the outstanding principal amount of the Certificates
is paid in full, after giving effect to the distributions
referred to above, the remaining amount of the deposit into
the Distribution Account pursuant to subsection
4.08(a)(ii)(A) on the related Transfer Date, if any, up to
the Enhancement Invested Amount, if any, shall be
distributed to the Cash Collateral Depositor for application
in accordance with the Loan Agreement.
(i) Article IV of the Agreement is hereby further
amended by adding the following Section 4.12 immediately
following Section 4.11 of Article IV of the Agreement:
SECTION 4.12 Shared Principal Collections.
(c) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared
Principal Collections allocable to Series 1994-2 on any
Transfer Date shall be applied pursuant to Section 4.08.
(d) Shared Principal Collections allocable to Series
1994-2 with respect to any Transfer Date shall mean an
amount equal to the Series Principal Shortfall, if any, with
respect to Series 1994-2 for such Transfer Date; provided,
however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less
than the Cumulative Series Principal Shortfall for such
Transfer Date, then Shared Principal Collections allocable
to Series 1994-2 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series
for such Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1994-2 for such Transfer Date and the denominator of
which is the aggregate amount of Cumulative Series Principal
Shortfall for all Series for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1994-2
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1994-2 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1994-2 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1994-2 Supplement
in any other document or instrument shall be deemed to mean
such Series 1994-2 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1994-2 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1994-2
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1994-2 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Lillian K. Peros
Name: Lillian K. Peros
Title:
CUSIP 55262N AB2 Exhibit 20.1
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1992-1
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1992-1
Supplement dated May 29, 1992 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1992-1
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and with
respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1992-1
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $86.354166
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $3.020833
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $83.333333
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections
on Principal Receivables processed
during the preceding Monthly Period
which were allocated in respect
of the Certificates $45,646,321.34
-------------------
2. Deficit Controlled Amortization
Amount for the related Monthly Period $ 0.00
-------------------
3. Principal Receivables in the Trust
(a) The aggregate amount of Prin-
cipal Receivables in the
Trust as of the end of the last day
of the preceding Monthly Period
(which reflects the Principal
Receivables represented by the
Seller Interest and by the
Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Re-
ceivables in the Trust represented
by the Investor Interest of Series
1992-1 as of the last day of the
preceding Monthly Period $249,999,999.98
-------------------
(c) The Investor Interest of Series
1992-1 set forth in paragraph
3(b) above as a percentage of
the aggregate amount of Prin-
cipal Receivables set forth
in paragraph 3(a) above 4.15%
-------------------
4. Delinquent Balances.
The aggregate amount of outstand-
ing balances in the Accounts which
were delinquent as of the end of
the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ --------------
5. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1992-1 (the "Aggre-
gate Investor Default Amount") $1,161,959.81
-------------------
6. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off (an "In-
vestor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 6(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution
Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 6(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
7. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $416,666.67
-------------------
8. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $25,000,000.00
-------------------
9. The Required Cash Collateral Amount on
the Transfer Date $25,000,000.00
-------------------
10. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
C. The Pool Factor.
The Pool Factor for the preceding
Record Date (which represents the
ratio of the amount of the Inves-
tor Interest for Series 1992-1 as
of such Record Date (adjusted after
taking into account any reduction
in the Investor Interest which will
occur on the following Distribution
Date) to the Initial Investor Inter-
est for Series 1992-1). The amount of
a Certificateholder's pro rata share
of the Investor Interest for Series
1992-1 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 0.416667
-------------------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AC0 Exhibit 20.2
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1992-2
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1992-2
Supplement dated August 6, 1992 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1992-2
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and with
respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1992-2
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $86.777777
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $3.444444
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $83.333333
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections
on Principal Receivables processed
during the preceding Monthly Period
which were allocated in respect
of the Certificates $45,632,888.73
-------------------
2. Deficit Controlled Amortization
Amount for the related Monthly Period $ 0.00
-------------------
3. Principal Receivables in the Trust
(a) The aggregate amount of Prin-
cipal Receivables in the
Trust as of the end of the last day
of the preceding Monthly Period
(which reflects the Principal
Receivables represented by the
Seller Interest and by the
Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Re-
ceivables in the Trust represented
by the Investor Interest of Series
1992-2 as of the last day of the
preceding Monthly Period $333,333,333.32
-------------------
(c) The Investor Interest of Series
1992-2 set forth in paragraph
3(b) above as a percentage of
the aggregate amount of Prin-
cipal Receivables set forth
in paragraph 3(a) above 5.54%
-------------------
4. Delinquent Balances.
The aggregate amount of outstand-
ing balances in the Accounts which
were delinquent as of the end of
the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ -------------
5. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1992-2 (the "Aggre-
gate Investor Default Amount") $1,493,948.31
-------------------
6. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off (an "In-
vestor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 6(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution
Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 6(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
7. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $555,555.56
-------------------
8. The Portfolio Yield for the preceding
Monthly Period. 14.97%
-------------------
9. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $33,333,333.33
-------------------
10. The Required Cash Collateral Amount on
the Transfer Date $33,333,333.33
-------------------
11. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
12. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $5,652,625.15
-------------------
C. The Pool Factor.
The Pool Factor for the preceding
Record Date (which represents the
ratio of the amount of the Inves-
tor Interest for Series 1992-2 as
of such Record Date (adjusted after
taking into account any reduction
in the Investor Interest which will
occur on the following Distribution
Date) to the Initial Investor Inter-
est for Series 1992-2). The amount of
a Certificateholder's pro rata share
of the Investor Interest for Series
1992-2 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 0.583333
-------------------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AD8 Exhibit 20.3
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1992-3
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1992-3
Supplement dated November 24, 1992 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1992-3
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and
with respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1992-3
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $88.196875
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $4.863542
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $83.333333
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections
on Principal Receivables processed
during the preceding Monthly Period
which were allocated in respect
of the Certificates $45,612,739.69
-------------------
2. Deficit Controlled Amortization
Amount (for the related Monthly Period) $ 0.00
-------------------
3. Principal Receivables in the Trust
(a) The aggregate amount of Prin-
cipal Receivables in the
Trust as of the end of the last day
of the preceding Monthly Period
(which reflects the Principal
Receivables represented by the
Seller Interest and by the
Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Re-
ceivables in the Trust represented
by the Investor Interest of Series
1992-3 as of the last day of the
preceding Monthly Period (the
last day of the month) $500,000,000.00
-------------------
(c) The Investor Interest of Series
1992-3 set forth in paragraph
3(b) above as a percentage of
the aggregate amount of Prin-
cipal Receivables set forth
in paragraph 3(a) above 8.31%
-------------------
4. Delinquent Balances.
The aggregate amount of outstand-
ing balances in the Accounts which
were delinquent as of the end of
the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ -------------
5. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1992-3 (the "Aggre-
gate Investor Default Amount") $1,991,931.11
-------------------
6. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off (an "In-
vestor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 6(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution
Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 6(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
7. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $833,333.33
-------------------
8. The Portfolio Yield for the preceding
Monthly Period. 13.32%
- ------------
9. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $60,000,000.00
-------------------
10. The Required Cash Collateral Amount on
the Transfer Date $60,000,000.00
-------------------
11. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
12. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $7,543,178.60
-------------------
C. The Pool Factor.
The Pool Factor for the preceding Record
Date (which represents the ratio of the
amount of the Investor Interest for Series
1992-3 as of such Record Date (adjusted
after taking into account any reduction
in the Investor Interest which will occur
on the following Distribution Date) to the
Initial Investor Interest for Series
1992-3). The amount of a Certificateholder's
pro rata share of the Investor Interest for
Series 1992-3 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 0.916667
----------
D. LIBOR
LIBOR for the Interest Period stated below:
June 16, 1997 through July 14, 19975.6875%
- -----------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AE6 Exhibit 20.4
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1993-1
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1993-1
Supplement dated February 25, 1993 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1993-1
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and with
respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1993-1
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $4.823264
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $4.823264
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $0.000000
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections
on Principal Receivables processed
during the preceding Monthly Period
which were allocated in respect
of the Certificates $68,419,109.23
-------------------
2. Principal Receivables in the Trust
(a) The aggregate amount of Principal
Receivables in the Trust as of the end
of the day on the last day of the preceding
Monthly Period, the last day of the month
(which reflects the Principal Receivables
represented by the Seller Interest and by
the Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Re-
ceivables in the Trust represented
by the Investor Interest of Series
1993-1 as of the last day of the
preceding Monthly Period (the
last day of the month) $750,000,000.00
-------------------
(c) The Investor Interest of Series
1993-1 set forth in paragraph
2(b) above as a percentage of
the aggregate amount of Prin-
cipal Receivables set forth
in paragraph 2(a) above 12.46%
-------------------
3. Delinquent Balances.
The aggregate amount of outstand-
ing balances in the Accounts which
were delinquent as of the end of
the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ -------------
4. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1993-1 (the "Aggre-
gate Investor Default Amount") $2,987,896.65
-------------------
5. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 4 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off (an "In-
vestor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 5(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution
Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 5(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
6. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $1,250,000.00
-------------------
7. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $90,000,000.00
------------------
8. The Required Cash Collateral Amount on
the Transfer Date $90,000,000.00
-------------------
9. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
10. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $11,314,767.61
-------------------
11. Portfolio Yield
The Portfolio Yield for the preceding
Monthly Period 13.32%
-------
C. The Pool Factor.
The Pool Factor for the preceding Record
Date (which represents the ratio of the
amount of the Investor Interest for Series
1993-1 as of such Record Date (adjusted
after taking into account any reduction in
the Investor Interest which will occur
on the following Distribution Date) to the
Initial Investor Interest for Series 1993-1).
The amount of a Certificateholder's pro rata
share of the Investor Interest for Series
1993-1 can be determined by multiplying the
original denomination of the Certificateholder's
Certificate by the Pool Factor 1.00000
-------------------
D. LIBOR
LIBOR for the Interest Period stated below:
June 16, 1997 through July 14, 1997 5.6875%
- -----------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AG1 Exhibit 20.5
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1993-3
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1993-3
Supplement dated August 24, 1993 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1993-3
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and with
respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1993-3
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $ 4.500000
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $ 4.500000
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $ 0.000000
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections
on Principal Receivables processed
during the preceding Monthly Period
which were allocated in respect
of the Certificates $68,419,109.23
-------------------
2. Principal Receivables in the Trust
(a) The aggregate amount of Principal
Receivables in the Trust as of the end
of the day on the last day of the preceding
Monthly Period, the last day of the month
(which reflects the Principal Receivables
represented by the Seller Interest and by
the Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Re-
ceivables in the Trust represented
by the Investor Interest of Series
1993-3 as of the last day of the
preceding Monthly Period (the
last day of the month) $750,000,000.00
-------------------
(c) The Investor Interest of Series
1993-3 set forth in paragraph
2(b) above as a percentage of
the aggregate amount of Prin-
cipal Receivables set forth
in paragraph 2(a) above 12.46%
-------------------
3. Delinquent Balances.
The aggregate amount of outstand-
ing balances in the Accounts which
were delinquent as of the end of the
day on the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ --------------
4. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1993-3 (the "Aggre-
gate Investor Default Amount") $2,987,896.65
-------------------
5. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off (an "In-
vestor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 5(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution
Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 5(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
6. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $1,250,000.00
-------------------
7. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $67,500,000.00
------------------
8. The Required Cash Collateral Amount on
the Transfer Date $67,500,000.00
-------------------
9. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
10. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $11,314,767.61
-------------------
11. The Portfolio Yield for the preceding
Monthly Period. 13.32%
----------
C. The Pool Factor.
The Pool Factor for the preceding
Record Date (which represents the
ratio of the amount of the Inves-
tor Interest for Series 1993-3 as
of such Record Date (adjusted after
taking into account any reduction
in the Investor Interest which will
occur on the following Distribution
Date) to the Initial Investor Inter-
est for Series 1993-3). The amount of
a Certificateholder's pro rata share
of the Investor Interest for Series
1993-3 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 1.000000
-------------------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AH9 Exhibit 20.6
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1993-4
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1993-4
Supplement dated December 7, 1993 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1993-4
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and with
respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1993-4
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $4.782986
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $4.782986
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $0.000000
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections on
Principal Receivables processed during
the preceding Monthly Period which were
allocated in respect of the Certificates $91,225,479.14
-------------------
2. The Economic Pay Out Amount, if any,
distributable with respect to the
Certificates in connection with the
Economic Pay Out Event occurring in
the preceding Monthly Period $ 0.00
-------------------
3. Principal Receivables in the Trust
(a) The aggregate amount of Principal
Receivables in the Trust as of the
end of the last day of the preceding
Monthly Period (which reflects the
Principal Receivables represented by
the Seller Interest and by the
Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Re-
ceivables in the Trust represented
by the Investor Interest of Series
1993-4 as of the last day of the
preceding Monthly Period (the
last day of the month) $1,000,000,000.00
-------------------
(c) The Investor Interest of Series
1993-4 set forth in paragraph 3(b)
above as a percentage of the aggregate
amount of Principal Receivables set
forth in paragraph 3(a) above 16.61%
-------------------
4. Delinquent Balances.
The aggregate amount of outstanding balances
in the Accounts which were delinquent as of
the end of the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ -------------
5. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1993-4 (the "Aggre-
gate Investor Default Amount") $3,983,862.15
-------------------
6. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off and reductions to
the Enhancement Invested Amount
if any (an "Investor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 6(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution
Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 6(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
7. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $1,666,666.67
-------------------
8. The Portfolio Yield for the preceding
Monthly Period. 13.32%
-------------------
9. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $105,000,000.00
-------------------
10. The Required Cash Collateral Amount on
the Transfer Date $105,000,000.00
-------------------
11. Enhancement Invested Amount $ 0.00
-------------------
12. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
13. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $15,086,356.86
-------------------
C. The Pool Factor.
The Pool Factor for the preceding
Record Date (which represents the
ratio of the amount of the Inves-
tor Interest for Series 1993-4 as
of such Record Date (adjusted after
taking into account any reduction
in the Investor Interest which will
occur on the following Distribution
Date) to the Initial Investor Inter-
est for Series 1993-4). The amount of
a Certificateholder's pro rata share
of the Investor Interest for Series
1993-4 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 1.000000
-------------------
D. LIBOR
LIBOR for the Interest Period stated below
June 16, 1997 through July 14, 1997 5.6875%
- ------------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AJ5 Exhibit 20.7
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1994-1
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1994-1
Supplement dated February 25, 1994 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1994-1
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and with
respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1994-1
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $4.702431
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $4.702431
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $0.000000
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections on
Principal Receivables processed during
the preceding Monthly Period which were
allocated in respect of the Certificates $68,419,109.23
-------------------
2. The Economic Pay Out Amount, if any,
distributable with respect to the
Certificates in connection with the
Economic Pay Out Event occurring in
the preceding Monthly Period $ 0.00
-------------------
3. Principal Receivables in the Trust
(a) The aggregate amount of Principal
Receivables in the Trust as of the
end of the last day of the preceding
Monthly Period (which reflects the
Principal Receivables represented by
the Seller Interest and by the
Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Receivables
in the Trust represented by the Investor
Interest of Series 1994-1 as of the last
day of the preceding Monthly Period (the
last day of the month) $750,000,000.00
-------------------
(c) The Investor Interest of Series 1994-1
set forth in paragraph 3(b) above as a
percentage of the aggregate amount of
Principal Receivables set forth
in paragraph 3(a) above 12.46%
-------------------
4. Delinquent Balances.
The aggregate amount of outstanding balances
in the Accounts which were delinquent as of
the end of the last day of the preceding
Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ -------------
5. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1994-1 (the "Aggre-
gate Investor Default Amount") $2,987,896.65
-------------------
6. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off and reductions to
the Enhancement Invested Amount
if any (an "Investor Charge Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 6(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's investment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 6(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
7. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $1,250,000.00
-------------------
8. Available Cash Collateral Amount.
The amount available to be withdrawn
from the Cash Collateral Account as of
the close of business on July 14, 1997
(the "Transfer Date"), after giving effect
to all withdrawals, deposits and payments
to be made in respect of the preceding
month $78,750,000.00
------------------
9. The Required Cash Collateral Amount on
the Transfer Date $78,750,000.00
-------------------
10. Enhancement Invested Amount $ 0.00
-------------------
11. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
12. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $11,314,767.61
-------------------
13. The Portfolio Yield for the preceding
Monthly Period. 13.32%
-------------------
C. The Pool Factor.
The Pool Factor for the preceding
Record Date (which represents the
ratio of the amount of the Inves-
tor Interest for Series 1994-1 as
of such Record Date (adjusted after
taking into account any reduction
in the Investor Interest which will
occur on the following Distribution
Date) to the Initial Investor Inter-
est for Series 1994-1). The amount of
a Certificateholder's pro rata share
of the Investor Interest for Series
1994-1 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 1.000000
-------------------
D. LIBOR
LIBOR for the Interest Period stated below
June 16, 1997 through July 14, 1997 5.6875%
-----------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
CUSIP 55262N AK2 Exhibit 20.8
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
MBNA AMERICA BANK, N.A.
- -------------------------------------------
MBNA MASTER CREDIT CARD TRUST SERIES 1994-2
- -------------------------------------------
Under Section 5.02 of the Pooling and Servicing
Agreement dated as of September 25, 1991 and the Series 1994-2
Supplement dated May 26, 1994 (collectively, the "Pooling
and Servicing Agreement") by and between MBNA AMERICA BANK, N.A.
("MBNA") and Bankers Trust Company, as trustee (the "Trustee")
MBNA, as Servicer is required to prepare certain information
each month regarding current distributions to Series 1994-2
Certificateholders and the performance of the MBNA Master
Credit Card Trust (the "Trust") during the previous month.
The information which is required to be prepared with
respect to the Distribution Date of July 15, 1997 and
with respect to the performance of the Trust during the
month of June, 1997 is set forth below.
Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1994-2
Certificate (a "Certificate"). Certain other information
is presented based on the aggregate amounts for the Trust
as a whole. Capitalized terms used in this statement
have their respective meanings set forth in the Pooling
and Servicing Agreement.
A. Information Regarding the Current Monthly
Distribution (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The total amount of the distribution
to Certificateholders on the Distribution
Date, per $1,000 original
certificate principal amount $ 4.750764
-------------------
2. The amount of the distribution set
forth in paragraph 1 above in
respect of interest on the Certifi-
cates, per $1,000 original
certificate principal amount $ 4.750764
-------------------
3. The amount of the distribution set
forth in paragraph 1 above in
respect of principal of the Cer-
tificates, per $1,000 original
certificate principal amount $ 0.000000
-------------------
B. Information Regarding the Performance of the Trust.
1. Collection of Principal Receivables.
The aggregate amount of Collections on
Principal Receivables processed during
the preceding Monthly Period which were
allocated in respect of the Certificates $82,102,931.48
-------------------
2. The Economic Pay Out Amount, if any,
distributable with respect to the
Certificates in connection with the
Economic Pay Out Event occurring in
the preceding Monthly Period $ 0.00
-------------------
3. Principal Receivables in the Trust
(a) The aggregate amount of Principal
Receivables in the Trust as of the
end of the last day of the preceding
Monthly Period (which reflects the
Principal Receivables represented by the
Seller Interest and by the
Aggregate Investor Interest) $6,019,904,704.03
-------------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1994-2 as
of the last day of the preceding Monthly
Period (the last day of the month) $900,000,000.00
-------------------
(c) The Investor Interest of Series
1994-2 set forth in paragraph
3(b) above as a percentage of the
aggregate amount of Principal
Receivables set forth in paragraph
3(a) above 14.95%
-------------------
4. Delinquent Balances.
The aggregate amount of outstanding
balances in the Accounts which were
delinquent as of the end of the last
day of the preceding Monthly Period:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 2.00% $122,953,367.96
------ --------------
(b) 65 - 94 days: 0.90% $54,961,522.14
------ --------------
(c) 95 - 124 days: 0.64% $39,501,785.70
------ --------------
(d) 125 - 154 days: 0.51% $31,393,880.51
------ --------------
(e) 155 or more days: 0.85% $51,995,238.61
------ --------------
Total 4.90% $300,805,794.92
------ -------------
5. Investor Default Amount.
The aggregate amount of all de-
faulted Principal Receivables
written off as uncollectable dur-
ing the preceding Monthly Period
allocable to the Investor
Interest of Series 1994-2 (the "Aggre-
gate Investor Default Amount") $3,585,475.97
-------------------
6. Investor Charge Offs
(a) The excess of the Aggregate Inves-
tor Default Amount set forth in
paragraph 5 above, over the
amount of the withdrawals from
the Cash Collateral Account made
to reimburse the Trust for such
amount written off and reductions to
the Enhancement Invested Amount,
if any (an "Investor Charge
Off") $ 0.00
-------------------
(b) The amount of the Investor
Charge Offs set forth in para-
graph 6(a) above, per $1,000
original certificate princi-
pal amount (which will have
the effect of reducing, pro
rata, the amount of each
Certificateholder's invest-
ment) $ 0.00
-------------------
(c) The aggregate amount of
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding such Distribution Date $ 0.00
-------------------
(d) The amount of the reimbursed
Investor Charge Offs set forth
in paragraph 6(c) above, per
$1,000 original certificate
principal amount $ 0.00
-------------------
7. Investor Servicing Fee.
The amount of the Investor Monthly
Servicing Fee payable by the Trust
to the Servicer for the preceding
Monthly Period $1,500,000.00
-------------------
8. Available Cash Collateral Amount.
The amount available to be withdrawn from
the Cash Collateral Account as of the close
of business on July 14, 1997 the "Transfer
Date"), after giving effect to all
withdrawals, deposits and payments to be
made in respect of the preceding month $94,500,000.00
------------------
9. The Required Cash Collateral Amount on
the Transfer Date $94,500,000.00
-------------------
10. Enhancement Invested Amount $ 0.00
-------------------
11. Deficit Controlled Amortization
Amount. With respect to the next
succeeding Monthly Period, the amount,
if any, by which the Controlled
Distribution Amount exceeds
the amount distributed to the
Certificateholders pursuant to
Section 4.08(b). $ 0.00
-------------------
12. Collection of Finance Charge Receivables
The aggregate amount of Collections on
Finance Charge Receivables and Annual
Membership Fees processed during the
preceding Monthly Period which were
allocated in respect of the Certificates $13,577,721.26
-------------------
13. The Portfolio Yield for the preceding
Monthly Period. 13.32%
-------------------
C. The Pool Factor.
The Pool Factor for the preceding
Record Date (which represents the
ratio of the amount of the Inves-
tor Interest for Series 1994-2 as
of such Record Date (adjusted after
taking into account any reduction
in the Investor Interest which will
occur on the following Distribution
Date) to the Initial Investor Inter-
est for Series 1994-2). The amount of
a Certificateholder's pro rata share
of the Investor Interest for Series
1994-2 can be determined by
multiplying the original denomination
of the Certificateholder's
Certificate by the Pool Factor 1.000000
-------------------
D. LIBOR
LIBOR for the Interest Period stated below
June 16, 1997 through July 14, 1997 5.6875%
- -----------
MBNA AMERICA BANK, N.A.
Servicer
By: Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
0
Exhibit 99.1
MBNA MASTER CREDIT CARD TRUST 1992-1
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 12/15/97
Coupon 7.25%
Excess Protection Level
3 Month Average 5.36%
June, 1997 6.27%
May, 1997 6.03%
April, 1997 3.76%
Cash Yield 21.10%
Investor Charge Offs 5.58%
Base Rate 9.25%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $249,999,999.98
Seller Participation Amount $786,571,370.73
Exhibit 99.2
MBNA MASTER CREDIT CARD TRUST 1992-2
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 2/16/98
Coupon 6.20%
Excess Protection Level
3 Month Average 5.98%
June, 1997 6.77%
May, 1997 6.64%
April, 1997 4.51%
Cash Yield 20.35%
Investor Charge Offs 5.38%
Base Rate 8.20%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $333,333,333.32
Seller Participation Amount $786,571,370.73
Exhibit 99.3
MBNA MASTER CREDIT CARD TRUST 1992-3
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 6/15/98
Coupon 6.0375%
Excess Protection Level
3 Month Average 4.62%
June, 1997 5.49%
May, 1997 4.89%
April, 1997 3.49%
Cash Yield 18.10%
Investor Charge Offs 4.78%
Base Rate 7.84%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $500,000,000.00
Seller Participation Amount $786,571,370.73
Exhibit 99.4
MBNA MASTER CREDIT CARD TRUST 1993-1
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 9/15/98
Coupon 5.9875%
Excess Protection Level
3 Month Average 4.67%
June, 1997 5.54%
May, 1997 4.94%
April, 1997 3.54%
Cash Yield 18.10%
Investor Charge Offs 4.78%
Base Rate 7.79%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $750,000,000.00
Seller Participation Amount $786,571,370.73
Exhibit 99.5
MBNA MASTER CREDIT CARD TRUST 1993-3
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 3/15/99
Coupon 5.40%
Excess Protection Level
3 Month Average 5.45%
June, 1997 5.92%
May, 1997 5.93%
April, 1997 4.48%
Cash Yield 18.10%
Investor Charge Offs 4.78%
Base Rate 7.40%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $750,000,000.00
Seller Participation Amount $786,571,370.73
Exhibit 99.6
MBNA MASTER CREDIT CARD TRUST 1993-4
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 6/15/99
Coupon 5.9375%
Excess Protection Level
3 Month Average 4.84%
June, 1997 5.58%
May, 1997 4.99%
April, 1997 3.94%
Cash Yield 18.10%
Investor Charge Offs 4.78%
Base Rate 7.74%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $786,571,370.73
Exhibit 99.7
MBNA MASTER CREDIT CARD TRUST 1994-1
KEY PERFORMANCE FACTORS
June 30, 1997
Scheduled Maturity 9/15/99
Coupon 5.8375%
Excess Protection Level
3 Month Average 4.94%
June, 1997 5.68%
May, 1997 5.10%
April, 1997 4.04%
Cash Yield 18.10%
Investor Charge Offs 4.78%
Base Rate 7.64%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $750,000,000.00
Seller Participation Amount $786,571,370.73
Exhibit 99.8
MBNA MASTER CREDIT CARD TRUST 1994-2
KEY PERFORMANCE FACTORS
June, 1997
Scheduled Maturity 12/15/99
Coupon 5.8975%
Excess Protection Level
3 Month Average 4.88%
June, 1997 5.62%
May, 1997 5.04%
April, 1997 3.98%
Cash Yield 18.10%
Investor Charge Offs 4.78%
Base Rate 7.70%
Over 35 Day Delinquency 4.90%
Seller's Interest 13.07%
Total Payment Rate 10.34%
Total Principal Balance $6,019,904,704.03
Investor Participation Amount $900,000,000.00
Seller Participation Amount $786,571,370.73
