SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: COMMISSION FILE
NUMBER:
Decemeber 31, 1998 33-47934, 33-49850,
33-54462,33-57988,
33-64244
MBNA AMERICA BANK, NATIONAL ASSOCIATION,
ON BEHALF OF
MBNA MASTER CREDIT CARD TRUST
(Issuer in respect of the MBNA Master Credit Card Trust
Fixed and Floating Rate Asset Backed Certificates)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
United States of America 51-
0331-454
(STATE OR OTHER JURISDICTION (I.R.S.
EMPLOYER
OF INCORPORATION OR ORGANIZATION)
IDENTIFICATION NO.)
Wilmington, DE. 19884-0781
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(800) 362-6255
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
MBNA Master Credit Card Trust, Series 1992-1 (File No. 33-47934),
Series 1992-2 (File No. 33-49850), Series 1992-3 (File No. 33-
54462), Series 1993-1 (File No. 33-57988), Series 1993-3, Series
1993-4, Series 1994-1 and Series 1994-2 (File No. 33-64244) Fixed
and Floating Rate Asset Backed Certificates
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS
(OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO
FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
Yes [X] No [ ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-
AFFILIATES OF THE REGISTRANT.
The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
<PAGE>
INTRODUCTORY NOTE
-----------------
MBNA America Bank, National Association (the "Originator") is the
originator, seller, and servicer under the Pooling and Servicing
Agreement (the "Agreement"), dated as of September 25, 1991, and
the Series 1992-1 (File No. 33-47934), Series 1992-2 (file No. 33-
49850), Series 1992-3 (File No. 33-54462), Series 1993-1 (File
No. 33-57988), Series 1993-3, Series 1993-4, Series 1994-1 and
Series 1994-2 (File No. 33-64244) Supplements dated as of May
29, 1992, August 6, 1992, November 24, 1992, February 25, 1993,
August 24, 1993, December 7, 1993, February 25, 1994, and May 26,
1994, respectively, by and between the Originator and the
trustee, providing for the issuance of the MBNA Master Credit
Card Trust, Series 1992-1 (File No. 33-47934), Series 1992-2
(File No. 33-49850), Series 1992-3 (File No. 33-54462), Series
1993-1 (File No. 33-57988), Series 1993-3, Series 1993-4, Series
1994-1 and Series 1994-2 (File No. 33-64244) Floating and Fixed
Rate Asset Backed Certificates (the "Certificates") and is the
originator of the MBNA Master Credit Card Trust (the
"Registrant"). The Certificates do not represent obligations of
or interest in the Originator. The Originator has made
application pursuant to Section 12 (h) of the Securities Exchange
Act of 1934 for an exemption from certain reporting requirements.
Pursuant to an Order of the Securities and Exchange Commission
dated December 30, 1988 granting Originator's application,
Originator is not required to respond to various items of Form 10-
K. Such items are designated herein as "Not Applicable".
PART I
------
Item 1. Business
- ------- --------
Not Applicable
Item 2. Properties
- ------- ----------
Not Applicable
Item 3. Legal Proceedings
- ------- -----------------
None
Item 4. Submission Of Matters To A Vote Of Security Holders.
- ------- ----------------------------------------------------
None
PART II
-------
Item 5. Market For Registrant's Common Equity
- ------- And Related Stockholder Matters.
--------------------------------
The Certificates representing investors' interests in the
Trust are represented by a single Certificate registered
in the name of Cede & Co., the nominee of The Depository
Trust Company.
To the best knowledge of the registrant, there is no
established public trading market for the Certificates.
Item 6. Selected Financial Data
- ------- -----------------------
Not Applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and
- ------- Results of Operations
-------------------------------------------------------
- --------
Not Applicable
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Not Applicable
Item 9. Changes In And Disagreements With Accountants On
Accounting
- ------- And Financial Disclosure.
-------------------------------------------------------
- ----
None
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Not Applicable
Item 11. Executive Compensation
- -------- ----------------------
Not Applicable
PART III
--------
Item 12. Security Ownership Of Certain Beneficial Owners And
Management
- -------- -------------------------------------------------------
- -------
(a) The Certificates of each Series representing investors'
interests in the Trust are represented by one or more
Certificates registered in the name of Cede & Co., the nominee of
The Depository Trust Company ("DTC"), and an investor holding an
interest in the Trust is not entitled to receive a Certificate
representing such interest except in certain limited
circumstances. Accordingly, Cede & Co. is the sole holder of
record of Certificates, which it held on behalf of brokers,
dealers, banks and other direct participants in the DTC system at
December 31, 1998. Such direct participants may hold
Certificates for their own accounts or for the accounts of their
customers. At December 31, 1998, the following direct DTC
participants held positions in Certificates representing
interests in the Trust equal to or exceeding 5% of the total
principal amount of the Certificates of each Series outstanding
on that date:
<TABLE>
<CAPTION>
Aggregate
Amount of Percen
tage
Title Certificates Of
Class Name Held Owners
hip
- ---------------- -------------------------------------- ------------- ------
- ------ -- ------
<S> <C> <C> <C>
Series 1993-3 Bank of New York (The) $ 92,075,000 12.28%
(File No. 33- Chase Manhattan Bank 220,265,000 29.37%
64244)
Investors Fiduciary Trust Company/SSB 127,480,000 17.00%
State Street Bank and Trust Company 151,065,000 20.14%
Series 1993-4 Bank of New York (The) $564,055,000 56.41%
(File No. 33- Bankers Trust Company 55,765,000 5.58%
64244)
Chase Manhattan Bank 181,040,000 18.10%
Series 1994-1 Bank of New York (The) $ 93,755,000 12.50%
(File No. 33- Bankers Trust Company 58,915,000 7.86%
64244)
Boston Safe Deposit and Trust Company 37,875,000 5.05%
Brown Brothers Harriman & Co. 51,000,000 6.80%
Chase Manhattan Bank 121,795,000 16.24%
Investors Fiduciary Trust Company/SSB 66,000,000 8.80%
Prudential Securities Custody 156,366,000 20.85%
State Street Bank and Trust Company 93,509,000 12.47%
Series 1994-2 Bank of New York (The) $104,345,000 11.59%
(File No. 33- Brown Brothers Harriman & Co. 73,750,000 8.19%
64244)
Chase Manhattan Bank 447,600,000 49.73%
Prudential Securities Custody 80,855,000 8.98%
State Street Bank and Trust Company 66,940,000 7.44%
</TABLE>
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
None
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, And Reports On
Form 8-K
- -------- -------------------------------------------------------
- ---------
(a) The following documents are filed as part of this
Report:
3. Exhibits:
99.01 Annual Accountant's report dated August 7, 1998
with respect to Series 1992-1 (File No. 33-47934),
Series 1992-2 (File No 33-49850), Series 1992-3 (File
No 33-54462), Series 1993-1 (File No 33-57988), Series
1993-3 (File No. 33-64244) Series 1993-4 (File No. 33-
64244) Series 1994-1 (File No. 33-64244) Series 1994-2
(File No. 33-64244).
99.02 Annual Servicers Certificate dated August 25,
1998 with respect to Series 1992-1 (File No. 33-47934),
Series 1992-2 (File No 33-49850), Series 1992-3 (File
No 33-54462), Series 1993-1 (File No 33-57988), Series
1993-3 (File No. 33-64244) Series 1993-4 (File No. 33-
64244) Series 1994-1 (File No. 33-64244) Series 1994-2
(File No. 33-64244).
99.03 Year 2000 Information
(b) Three reports on Form 8-K were filed on October 14, 1998, November
13, 1998, and December 15, 1998, respectively, by the registrant
for each month
during the quarter ended December 31, 1998. This report
included the
following:
Item 2. Acquisition or Disposition of Assets
Item 7. Financial Statements, Pro Forma Financial
Information, and Exhibits
(c) See item 14(a) (3) above.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
MBNA America Bank, National
Association
As originator of Trust
Registrant
Date: March 31, 1999 By: /s/ Dave L. Martini
--------------------------
- ------
Dave L. Martini
Vice President
Report of Independent Accountants
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have examined management's assertion that MBNA America
Bank, N.A. ("MBNA" or "the Company"), a wholly owned
subsidiary of MBNA Corporation, was in material compliance
with the covenants and conditions of sections 2.05(e), 2.06,
2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a) and 4.03(a) and
(c) of the Pooling and Servicing Agreement dated as of
September 25, 1991, as amended ("Agreement") and sections
3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), (d)
and (f) and 11 of the applicable Series' Pooling and
Servicing Agreement Supplement ("Agreement Supplement"),
specified in Attachment A, between MBNA and Bankers Trust
Company, during the compliance periods specified in
Attachment A. This assertion is included in the accompanying
report by management titled, "Report of Management on Credit
Card Trust Internal Control and Pooling and Servicing
Agreement Compliance" (the "Report"). Management is
responsible for MBNA's compliance with those requirements.
Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included examining, on a test
basis, evidence about MBNA's compliance with those
requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination of
MBNA's compliance with specified requirements.
In our opinion, management's assertion, that it believes
that MBNA was in material compliance with the covenants and
conditions of the sections in the Agreement and the
applicable Agreement Supplement, referred to above, during
the compliance periods specified in Attachment A, is fairly
stated, in all material respects.
This report is intended solely for the use of the board of
directors and management of MBNA and should not be referred
to or distributed for any purpose to anyone who is not
authorized to receive such information as specified in the
Agreement or in the applicable Series' Underwriting
Agreement, as specified in Attachment A. However, this
report is a matter of public record as a result of being
included as an exhibit to the annual report on Form 10-K
prepared by MBNA and filed with the Securities and Exchange
Commission on behalf of MBNA Master Credit Card Trust and
its distribution is not limited.
Ernst & Young LLP
August 7, 1998
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C> <C>
Pooling and
Servicing Agreement Compliance Date of
Series Supplement Dated Period Lead Underwriter Underwriting
Agreement
1992-1 May 29, 1992, July 1, 1997 - Merrill Lynch & Co. May 21, 1992
as amended December 16,1997
1992-2 August 6, 1992, July 1, 1997 - Lehman Brothers July 30, 1992
as amended February 17,1998
1992-3 November 24, 1992, July 1, 1997 - Credit Suisse First Boston November 18, 1992
as amended June 15, 1998
1993-1 February 25, 1993, July 1, 1997 - Merrill Lynch & Co. February 18, 1993
as amended June 30, 1998
1993-3 August 24, 1993, July 1, 1997 - J.P. Morgan & Co. August 16, 1993
as amended June 30, 1998
1993-4 December 7, 1993, July 1, 1997 - Lehman Brothers November 30, 1993
as amended June 30, 1998
1994-1 February 25, 1994, July 1, 1997 - Credit Suisse First Boston February 17, 1994
as amended June 30, 1998
1994-2 May 26, 1994, July 1, 1997 - Merrill Lynch & Co. May 19, 1994
as amended June 30, 1998
</TABLE>
Report of Management on Credit Card Trust Internal
Control
and Pooling and Servicing Agreement Compliance
Credit Card Trust Internal Control
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly
owned subsidiary of MBNA Corporation is responsible for
establishing and maintaining effective controls over the
functions performed as servicer of MBNA's credit card trusts
and pool, listed in Appendix I (the "Trusts and Pool" or
individually "Trust and Pool"). These controls are designed
to provide reasonable assurance to the Company's management
and board of directors that Trust and Pool assets are
safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance
with management's authorization in conformity with the
applicable Pooling and Servicing Agreements, Pooling and
Servicing Agreement Supplements or the Receivables Purchase
Agreement (the "Agreements") as specified in Appendix I,
between MBNA as Seller and Owner/Servicer and the applicable
Trustee or Agent (specific Agreements and Trustees or Agent
are listed in Appendix I) and are recorded properly to
permit the preparation of the required financial reports.
There are inherent limitations in any control including the
possibility of human error and circumvention or overriding
of the control. Accordingly, even effective controls can
provide only reasonable assurance with respect to the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - Funds collected are remitted to the Trustee and Agent
in accordance with the Agreements.
- - Trust and Pool assets are segregated from those
retained by MBNA in accordance with the Agreements.
- - Expenses incurred by the Trusts and Pool are calculated
and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pool are
authorized in accordance with the Agreements.
- - The removals of accounts from the Trusts and Pool are
authorized in accordance with the Agreements.
August 7, 1998
Page 2
Credit Card Trust Internal Control (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pool are calculated in accordance with the Agreements.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" and provided to the
Trustee and Agent are reviewed by a Vice President or above
prior to distribution.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" contain all information
required by the Agreements.
The Company has assessed it controls over the functions
performed as servicer of the Trusts and Pool in relation to
these criteria. Based upon this assessment, the Company
believes that, as of June 30, 1998, its controls over the
functions performed as servicer of the Trusts and Pool are
effective in providing reasonable assurance that Trust and
Pool assets are safeguarded against loss from unauthorized
use or disposition and that transactions are executed in
accordance with management's authorization in conformity
with the Agreements between MBNA and the applicable Trustees
and Agent and are recorded properly to permit the
preparation of the required financial reports.
Pooling and Servicing Agreement Compliance
The Company is responsible for complying with the covenants
and conditions of the Agreements listed in Appendix I to
this report. The Company assessed MBNA's compliance with
the relevant covenants and conditions identified in Appendix
I for each of the Agreements. Based upon this assessment,
MBNA was in material compliance with the relevant covenants
and conditions of the Agreements identified in Appendix I
for each of the Agreements during the periods specified in
Appendix I. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 7, 1998
Page 3
MBNA America Bank, N.A. by:
_/s/ M. Scot
Kaufman__________________
M. Scot Kaufman
Vice Chairman and Chief Financial
Officer
_/s/ Thomas D.
Wren__________________
Thomas D. Wren
Senior Executive Vice President and
Treasurer
_/s/ Randall J. Black for
VPM____________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
_/s/ Douglas O.
Hart_____________________
Douglas O. Hart
Executive Vice President
<TABLE>
<CAPTION>
Appendix I
PSA Servicing PSA Covenants
Trust PSA/RPA/ Suppl- Compliance AND
RTA Date DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
MBNA Master Credit Card Trust I:
TRUSTEE: Bankers Trust Company
Series 1992-1 9/25/91* 5/29/92* 7/1/97 - 12/16/97 (1)
Series 1992-2 9/25/91* 8/6/92* 7/1/97 - 2/17/98 (1)
Series 1992-3 9/25/91* 11/24/92* 7/1/97 - 6/15/98 (1)
Series 1993-1 9/25/91* 2/25/93* 7/1/97 - 6/30/98 (1)
Series 1993-3 9/25/91* 8/24/93* 7/1/97 - 6/30/98 (1)
Series 1993-4 9/25/91* 12/7/93* 7/1/97 - 6/30/98 (1)
Series 1994-1 9/25/91* 2/25/94* 7/1/97 - 6/30/98 (1)
Series 1994-2 9/25/91* 5/26/94* 7/1/97 - 6/30/98 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94* 8/4/94* 7/1/97 - 6/30/98 (2)
Series 1994-B 8/4/94* 8/18/94* 7/1/97 - 6/30/98 (2)
Series 1994-C 8/4/94* 10/26/94* 7/1/97 - 6/30/98 (2)
Series 1994-D 8/4/94* 10/26/94* 7/1/97 - 11/1/97 (5)
Series 1994-E 8/4/94* 12/15/94* 7/1/97 - 6/30/98 (4)
Series 1995-A 8/4/94* 3/22/95* 7/1/97 - 6/30/98 (2)
Series 1995-B 8/4/94* 5/23/95* 7/1/97 - 6/30/98 (2)
Series 1995-C 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-D 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-E 8/4/94* 8/2/95* 7/1/97 - 6/30/98 (2)
Series 1995-F 8/4/94* 8/30/95* 7/1/97 - 6/30/98 (2)
Series 1995-G 8/4/94* 9/27/95* 7/1/97 - 6/30/98 (2)
Series 1995-H 8/4/94* 9/28/95* 7/1/97 - 6/30/98 (2)
Series 1995-I 8/4/94* 10/26/95* 7/1/97 - 6/30/98 (2)
Series 1995-J 8/4/94* 11/21/95* 7/1/97 - 6/30/98 (2)
Series 1996-A 8/4/94* 2/28/96* 7/1/97 - 6/30/98 (2)
Series 1996-B 8/4/94* 3/26/96 7/1/97 - 6/30/98 (2)
Series 1996-C 8/4/94* 3/27/96 7/1/97 - 6/30/98 (2)
Series 1996-D 8/4/94* 5/1/96 7/1/97 - 6/30/98 (2)
Series 1996-E 8/4/94* 5/21/96 7/1/97 - 6/30/98 (2)
Series 1996-F 8/4/94* 6/25/96* 7/1/97 - 6/30/98 (6)
Series 1996-G 8/4/94* 7/17/96 7/1/97 - 6/30/98 (2)
Series 1996-H 8/4/94* 8/14/96 7/1/97 - 6/30/98 (2)
Series 1996-I 8/4/94* 9/25/96 7/1/97 - 6/30/98 (7)
Series 1996-J 8/4/94* 9/19/96 7/1/97 - 6/30/98 (2)
Series 1996-K 8/4/94* 10/24/96 7/1/97 - 6/30/98 (2)
Series 1996-L 8/4/94* 12/3/96 7/1/97 - 6/30/98 (2)
Series 1996-M 8/4/94* 11/26/96 7/1/97 - 6/30/98 (2)
Series 1997-A 8/4/94* 1/30/97 7/1/97 - 6/30/98 (2)
Series 1997-B 8/4/94* 2/27/97 7/1/97 - 6/30/98 (2)
Series 1997-C 8/4/94* 3/26/97 7/1/97 - 6/30/98 (2)
Series 1997-D 8/4/94* 5/22/97 7/1/97 - 6/30/98 (7)
Series 1997-E 8/4/94* 5/8/97 7/1/97 - 6/30/98 (2)
Series 1997-F 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-G 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-H 8/4/94* 8/6/97 8/6/97 - 6/30/98 (7)
Series 1997-I 8/4/94* 8/26/97 8/26/97 - 6/30/98 (2)
Series 1997-J 8/4/94* 9/10/97 9/10/97 - 6/30/98 (2)
Series 1997-K 8/4/94* 10/22/97 10/22/97 - 6/30/98 (2)
Series 1997-L 8/4/94* 11/13/97 11/13/97 - 6/30/98 (7)
Series 1997-M 8/4/94* 11/6/97 11/6/97 - 6/30/98 (2)
Series 1997-N 8/4/94* 12/9/97 12/9/97 - 6/30/98 (2)
Series 1997-O 8/4/94* 2/23/97 12/23/97 - 6/30/98 (2)
Series 1998-A 8/4/94* 3/18/98 3/18/98 - 6/30/98 (2)
Series 1998-B 8/4/94* 4/14/98 4/14/98 - 6/30/98 (7)
Series 1998-C 8/4/94* 6/24/98 6/24/98 - 6/30/98 (2)
MBNA Master Consumer Loan Trust
Series 1997-1 8/4/94* 9/24/97 9/24/97 - 6/30/98 (9)
MBNA Gold Reserve Trust
TRUSTEE: Barclays Bk PLC, NY Branch 12/16/94 N/A 7/1/97 - 6/30/98 (8)
* - Indicates agreement was amended
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c)
PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), 9(d), 9(f), 11
(2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11
(3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 5.02(a), 9(c), 9(d), 12
(4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(5) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11
(6) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02, 10(c), 10(d), 12
(7) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(8) RPA Sections - 3.03(a)(ii), 3.03(d), 3.03(e), 3.03(f), 3.03(g), 3.03(h), 3.04(a), 6.01(b), 7.03(a),
7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d), 8.01(f), 10.03, 10.06(a), 10.06(b).
(9) PSA Sections - 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3, 4.06(a)(i)-(iii) and (v), 4.10, 4.11, 10(c), 10(e).
</TABLE>
Report of Independent Accountants
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have performed the procedures enumerated below, which
were agreed to by MBNA America Bank, N.A. ("MBNA") and
Bankers Trust Company, solely to assist you with respect to
the amounts in the "mathematical calculations" set forth in
the monthly certificates for each series (as specified in
Attachment A) in the MBNA Master Credit Card Trust
("Trust"), prepared by MBNA pursuant to subsection 3.04(b)
of the Pooling and Servicing Agreement dated as of September
25, 1991, as amended ("Agreement") between MBNA and Bankers
Trust Company, during the periods specified in Attachment A.
This engagement to apply agreed-upon procedures was
performed in accordance with standards established by the
American Institute of Certified Public Accountants. The
sufficiency of the procedures is solely the responsibility
of MBNA and Bankers Trust Company. Consequently, we make no
representation regarding the sufficiency of the procedures
described below either for the purpose for which this report
has been requested or for any other purpose.
Our procedures were as follows: We compared the amounts in
the "mathematical calculations" set forth in the monthly
certificates for each series in the Trust, for the months
specified in Attachment A, prepared by MBNA pursuant to
subsection 3.04(b) of the Agreement with reports prepared by
MBNA's bank card processor or MBNA, which were the source of
such amounts.
As a result of the procedures performed we noted that in all
instances the amounts in the "mathematical calculations" set
forth in the monthly certificates for each series in the
Trust, for the months specified in Attachment A, were in
agreement with reports prepared by MBNA's bank card
processor or MBNA.
We were not engaged to, and did not, perform an audit, the
objective of which would be the expression of an opinion on
the amounts in the "mathematical calculations" set forth in
the monthly certificates for each series in the Trust,
prepared by MBNA pursuant to subsection 3.04(b) of the
Agreement or on the reports prepared by MBNA's bank card
processor or MBNA. Accordingly, we do not express such an
opinion. Had we performed additional procedures with
respect to the monthly certificates prepared by MBNA
pursuant to subsection 3.04(b) of the Agreement and the
reports prepared by MBNA's bank card processor and MBNA,
which were the source of such amounts, other matters might
have come to our attention that would have been reported to
you. This report relates only to the comparison of the
amounts in the "mathematical calculations" specified above
and does not extend to any financial statements of MBNA
taken as a whole.
This report is intended solely for the use of the specified
users listed above and should not be used by those who have
not agreed to the procedures and taken responsibility for
the sufficiency of the procedures for their purposes.
However, this report is a matter of public record as a
result of being included as an exhibit to the annual report
on Form 10-K prepared by MBNA and filed with the Securities
and Exchange Commission on behalf of MBNA Master Credit Card
Trust and its distribution is not limited.
Ernst & Young LLP
August 7, 1998
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C> <C>
Pooling and Monthly Date of
Servicing Agreement Certificates Underwriting
Series Supplement Dated Tested Lead Underwriter Agreement
1992-1 May 29, 1992, July 1997a Merrill Lynch & Co. May 21, 1992
as amended
1992-2 August 6, 1992, July 1997b Lehman Brothers July 30, 1992
as amended
1992-3 November 24, 1992, July 1997, February 1998 Credit Suisse First Bos November 18, 1992
as amended and May 1998
1993-1 February 25, 1993, July 1997, February 1998 Merrill Lynch & Co. February 18, 1993
as amended and May 1998
1993-3 August 24, 1993, July 1997, February 1998 J.P. Morgan & Co. August 16, 1993
as amended and May 1998
1993-4 December 7, 1993, July 1997, February 1998 Lehman Brothers November 30, 1993
as amended and May 1998
1994-1 February 25, 1994, as amendJuly 1997, February 1998 and May 1Credit Suisse First Bos February 17, 1994
1994-2 May 26, 1994, as amended July 1997, February 1998 and May 1 Merrill Lynch & Co. May 19, 1994
a Series 1992-1 terminated on December 16, 1997.
b Series 1992-2 terminated on February 17, 1998.
</TABLE>
Report of Independent Accountants
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have examined management's assertion that MBNA America
Bank, N.A.'s ("MBNA"), a wholly owned subsidiary of MBNA
Corporation, controls over the functions performed as
servicer of the MBNA Master Credit Card Trust ("Trust"),
including all Series of the Trust as specified in Attachment
A, are effective, as of June 30, 1998, in providing
reasonable assurance that Trust assets are safeguarded
against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's
authorization in conformity with the Pooling and Servicing
Agreement dated as of September 25, 1991, as amended
("Agreement"), and the applicable Pooling and Servicing
Agreement Supplement for each Series, as specified in
Attachment A (together the "Agreements"), between MBNA as
Seller and Owner/Servicer, and Bankers Trust Company, as
Trustee on behalf of the Certificateholders of the Trust,
and are recorded properly to permit the preparation of the
required financial reports. This assertion is included in
the accompanying report by management titled, "Report of
Management on Credit Card Trust Internal Control and Pooling
and Servicing Agreement Compliance" (the "Report").
Management is responsible for MBNA's controls over the
functions performed as servicer of the Trust. Our
responsibility is to express an opinion on management's
assertion based on our examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included obtaining an
understanding of the controls over the functions performed
by MBNA as servicer of the Trust, testing and evaluating the
design and operating effectiveness of those controls, and
such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a
reasonable basis for our opinion.
Because of inherent limitations in any control, errors or
fraud may occur and not be detected. Also, projections of
any evaluation of the controls over the functions performed
by MBNA as servicer of the Trust to future periods are
subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the controls may deteriorate.
In our opinion, management's assertion, that MBNA's controls
over the functions performed as servicer of the Trust are
effective, as of June 30, 1998, in providing reasonable
assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions
are executed in accordance with management's authorization
in conformity with the Agreements, between MBNA as Seller
and Owner/Servicer, and Bankers Trust Company, as Trustee on
behalf of the Certificate-holders of the Trust, and are
recorded properly to permit the preparation of the required
financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in the
Report:
- The controls provide reasonable assurance that funds
collected are remitted to the Trustee in accordance with the
Agreements.
- The controls provide reasonable assurance that Trust
assets are segregated from those retained by MBNA in
accordance with the Agreements.
- The controls provide reasonable assurance that expenses
incurred by the Trust are calculated and remitted in
accordance with the Agreements.
- The controls provide reasonable assurance that the
addition of accounts to the Trust are authorized in
accordance with the Agreements.
- The controls provide reasonable assurance that the
removal of accounts from the Trust are authorized in
accordance with the Agreements.
- The controls provide reasonable assurance that Trust
assets amortizing out of the Trust are calculated in
accordance with the Agreements.
- The controls provide reasonable assurance that monthly
Trust reports generated in the form of "Exhibits" and
provided to the Trustee are reviewed by a Vice President or
above prior to distribution.
- The controls provide reasonable assurance that monthly
Trust reports generated in the form of "Exhibits" contain
all required information per section 5.02 of the Agreements.
This report is intended solely for the use of the board of
directors and management of MBNA and should not be referred
to or distributed for any purpose to anyone who is not
authorized to receive such information as specified in the
Agreement or in each Series'
Underwriting Agreement, as specified in Attachment A.
However, this report is a matter of public record as a
result of being included as an exhibit to the annual report
on Form 10-K prepared by MBNA and filed with the Securities
and Exchange Commission on behalf of MBNA Master Credit Card
Trust and its distribution is not limited.
Ernst & Young LLP
August 7, 1998
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C>
Date of
Pooling and Servicing Underwriting
Series Supplement Dated Lead Underwriter Agreement
1993-1 February 25, 1993, Merrill Lynch & Co. February 18, 1993
as amended
1993-3 August 24, 1993, J.P. Morgan & Co. August 16, 1993
as amended
1993-4 December 7, 1993, Lehman Brothers November 30, 1993
as amended
1994-1 February 25, 1994, Credit Suisse First Boston February 17, 1994
as amended
1994-2 May 26, 1994, Merrill Lynch & Co. May 19, 1994
as amended
</TABLE>
Report of Management on Credit Card Trust Internal
Control
and Pooling and Servicing Agreement Compliance
Credit Card Trust Internal Control
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly
owned subsidiary of MBNA Corporation is responsible for
establishing and maintaining effective controls over the
functions performed as servicer of MBNA's credit card trusts
and pool, listed in Appendix I (the "Trusts and Pool" or
individually "Trust and Pool"). These controls are designed
to provide reasonable assurance to the Company's management
and board of directors that Trust and Pool assets are
safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance
with management's authorization in conformity with the
applicable Pooling and Servicing Agreements, Pooling and
Servicing Agreement Supplements or the Receivables Purchase
Agreement (the "Agreements") as specified in Appendix I,
between MBNA as Seller and Owner/Servicer and the applicable
Trustee or Agent (specific Agreements and Trustees or Agent
are listed in Appendix I) and are recorded properly to
permit the preparation of the required financial reports.
There are inherent limitations in any control including the
possibility of human error and circumvention or overriding
of the control. Accordingly, even effective controls can
provide only reasonable assurance with respect to the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - Funds collected are remitted to the Trustee and Agent
in accordance with the Agreements.
- - Trust and Pool assets are segregated from those
retained by MBNA in accordance with the Agreements.
- - Expenses incurred by the Trusts and Pool are calculated
and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pool are
authorized in accordance with the Agreements.
- - The removals of accounts from the Trusts and Pool are
authorized in accordance with the Agreements.
August 7, 1998
Page 2
Credit Card Trust Internal Control (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pool are calculated in accordance with the Agreements.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" and provided to the
Trustee and Agent are reviewed by a Vice President or above
prior to distribution.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" contain all information
required by the Agreements.
The Company has assessed it controls over the functions
performed as servicer of the Trusts and Pool in relation to
these criteria. Based upon this assessment, the Company
believes that, as of June 30, 1998, its controls over the
functions performed as servicer of the Trusts and Pool are
effective in providing reasonable assurance that Trust and
Pool assets are safeguarded against loss from unauthorized
use or disposition and that transactions are executed in
accordance with management's authorization in conformity
with the Agreements between MBNA and the applicable Trustees
and Agent and are recorded properly to permit the
preparation of the required financial reports.
Pooling and Servicing Agreement Compliance
The Company is responsible for complying with the covenants
and conditions of the Agreements listed in Appendix I to
this report. The Company assessed MBNA's compliance with
the relevant covenants and conditions identified in Appendix
I for each of the Agreements. Based upon this assessment,
MBNA was in material compliance with the relevant covenants
and conditions of the Agreements identified in Appendix I
for each of the Agreements during the periods specified in
Appendix I. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 7, 1998
Page 3
MBNA America Bank, N.A. by:
_/s/ M. Scot
Kaufman__________________
M. Scot Kaufman
Vice Chairman and Chief Financial
Officer
_/s/ Thomas D.
Wren__________________
Thomas D. Wren
Senior Executive Vice President and
Treasurer
_/s/ Randall J. Black for
VPM____________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
_/s/ Douglas O.
Hart_____________________
Douglas O. Hart
Executive Vice President
<TABLE>
<CAPTION>
Appendix I
PSA Servicing PSA Covenants
Trust PSA/RPA/ Suppl- Compliance AND
RTA Date DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
MBNA Master Credit Card Trust I:
TRUSTEE: Bankers Trust Company
Series 1992-1 9/25/91* 5/29/92* 7/1/97 - 12/16/97 (1)
Series 1992-2 9/25/91* 8/6/92* 7/1/97 - 12/17/98 (1)
Series 1992-3 9/25/91* 11/24/92* 7/1/97 - 12/15/98 (1)
Series 1993-1 9/25/91* 2/25/93* 7/1/97 - 6/30/98 (1)
Series 1993-3 9/25/91* 8/24/93* 7/1/97 - 6/30/98 (1)
Series 1993-4 9/25/91* 12/7/93* 7/1/97 - 6/30/98 (1)
Series 1994-1 9/25/91* 2/25/94* 7/1/97 - 6/30/98 (1)
Series 1994-2 9/25/91* 5/26/94* 7/1/97 - 6/30/98 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94* 8/4/94* 7/1/97 - 6/30/98 (2)
Series 1994-B 8/4/94* 8/18/94* 7/1/97 - 6/30/98 (2)
Series 1994-C 8/4/94* 10/26/94* 7/1/97 - 6/30/98 (2)
Series 1994-D 8/4/94* 10/26/94* 7/1/97 - 11/1/97 (5)
Series 1994-E 8/4/94* 12/15/94* 7/1/97 - 6/30/98 (4)
Series 1995-A 8/4/94* 3/22/95* 7/1/97 - 6/30/98 (2)
Series 1995-B 8/4/94* 5/23/95* 7/1/97 - 6/30/98 (2)
Series 1995-C 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-D 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-E 8/4/94* 8/2/95* 7/1/97 - 6/30/98 (2)
Series 1995-F 8/4/94* 8/30/95* 7/1/97 - 6/30/98 (2)
Series 1995-G 8/4/94* 9/27/95* 7/1/97 - 6/30/98 (2)
Series 1995-H 8/4/94* 9/28/95* 7/1/97 - 6/30/98 (2)
Series 1995-I 8/4/94* 10/26/95* 7/1/97 - 6/30/98 (2)
Series 1995-J 8/4/94* 11/21/95* 7/1/97 - 6/30/98 (2)
Series 1996-A 8/4/94* 2/28/96* 7/1/97 - 6/30/98 (2)
Series 1996-B 8/4/94* 3/26/96 7/1/97 - 6/30/98 (2)
Series 1996-C 8/4/94* 3/27/96 7/1/97 - 6/30/98 (2)
Series 1996-D 8/4/94* 5/1/96 7/1/97 - 6/30/98 (2)
Series 1996-E 8/4/94* 5/21/96 7/1/97 - 6/30/98 (2)
Series 1996-F 8/4/94* 6/25/96* 7/1/97 - 6/30/98 (6)
Series 1996-G 8/4/94* 7/17/96 7/1/97 - 6/30/98 (2)
Series 1996-H 8/4/94* 8/14/96 7/1/97 - 6/30/98 (2)
Series 1996-I 8/4/94* 9/25/96 7/1/97 - 6/30/98 (7)
Series 1996-J 8/4/94* 9/19/96 7/1/97 - 6/30/98 (2)
Series 1996-K 8/4/94* 10/24/96 7/1/97 - 6/30/98 (2)
Series 1996-L 8/4/94* 12/3/96 7/1/97 - 6/30/98 (2)
Series 1996-M 8/4/94* 11/26/96 7/1/97 - 6/30/98 (2)
Series 1997-A 8/4/94* 1/30/97 7/1/97 - 6/30/98 (2)
Series 1997-B 8/4/94* 2/27/97 7/1/97 - 6/30/98 (2)
Series 1997-C 8/4/94* 3/26/97 7/1/97 - 6/30/98 (2)
Series 1997-D 8/4/94* 5/22/97 7/1/97 - 6/30/98 (7)
Series 1997-E 8/4/94* 5/8/97 7/1/97 - 6/30/98 (2)
Series 1997-F 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-G 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-H 8/4/94* 8/6/97 8/6/97 - 6/30/98 (7)
Series 1997-I 8/4/94* 8/26/97 8/26/97 - 6/30/98 (2)
Series 1997-J 8/4/94* 9/10/97 9/10/97 - 6/30/98 (2)
Series 1997-K 8/4/94* 10/22/97 10/22/97 - 6/30/98 (2)
Series 1997-L 8/4/94* 11/13/97 11/13/97 - 6/30/98 (7)
Series 1997-M 8/4/94* 11/6/97 11/6/97 - 6/30/98 (2)
Series 1997-N 8/4/94* 12/9/97 12/9/97 - 6/30/98 (2)
Series 1997-O 8/4/94* 2/23/97 12/23/97 - 6/30/98 (2)
Series 1998-A 8/4/94* 3/18/98 3/18/98 - 6/30/98 (2)
Series 1998-B 8/4/94* 4/14/98 4/14/98 - 6/30/98 (7)
Series 1998-C 8/4/94* 6/24/98 6/24/98 - 6/30/98 (2)
MBNA Master Consumer Loan Trust
Series 1997-1 8/4/94* 9/24/97 9/24/97 - 6/30/98 (9)
MBNA Gold Reserve Trust
TRUSTEE: Barclays Bk PLC, NY Branch 12/16/9 N/A 7/1/97 - 6/30/98 (8)
* - Indicates agreement was amended
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c)
PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), 9(d), 9(f), 11
(2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11
(3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 5.02(a), 9(c), 9(d), 12
(4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(5) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11
(6) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02, 10(c), 10(d), 12
(7) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(8) RPA Sections - 3.03(a)(ii), 3.03(d), 3.03(e), 3.03(f), 3.03(g), 3.03(h), 3.04(a), 6.01(b), 7.03(a),
7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d), 8.01(f), 10.03, 10.06(a), 10.06(b).
(9) PSA Sections - 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3, 4.06(a)(i)-(iii) and (v), 4.10, 4.11, 10(c), 10(e).
</TABLE>
EXHIBIT D
FORM OF ANNUAL SERVICER'S CERTIFICATE
MBNA AMERICA BANK, N.A.
MBNA MASTER CREDIT CARD TRUST
The undersigned, a duly authorized representative
of MBNA America Bank, N.A. (the "Bank"), as Servicer
pursuant to the Pooling and Servicing Agreement dated as of
September 25, 1991 (the "Pooling and Servicing Agreement")
by and between the Bank and Bankers Trust Company, as
trustee, (the "Trustee") does hereby certify that:
1. The Bank is Servicer under the Pooling and
Servicing Agreement.
2. The undersigned is duly authorized as required
pursuant to the Pooling and Servicing Agreement to execute
and deliver this Certificate to the Trustee.
3. This Certificate is delivered pursuant to
Section 3.05 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer
during the twelve month period ended June 30, 1998 was
conducted under my supervision.
5. Based on such review, the Servicer has, to my
knowledge, fully performed all its obligations under the
Pooling and Servicing Agreement throughout such twelve month
period and no material default in the performance of such
obligations has occurred or is continuing except as set
forth in paragraph 6 below.
6. The following is a description of each material default
in the performance of the Servicer's obligations under the
provisions of the Pooling and Servicing Agreement known to
me to have been made during the twelve month period ended
June 30, 1998, which sets forth in detail (i) the nature of
each such default, (ii) the action taken by the Servicer, if
any, to remedy each such default and (iii) the current
status of each such default:
On May 28, 1997, in connection with the termination of
Series 1991-1, UCC financing statement number
199111548 was terminated (the "financing statement").
The financing statement contained the original grant
of a security interest to the Master Trust for the
original accounts and receivables in the Master Trust.
This was discovered on March 5, 1998, by Richards
Layton & Finger during their due diligence examination
in connection with the annual trust opinion. The lien
was reestablished on the same day with an additional
filing, securing the accounts and receivables for the
Master Trust. The Master Trust currently has a first
priority perfected security interest in the accounts
and receivables in the Master Trust, as evidenced by
the annual trust opinion of Richards Layton & Finger
and the UCC records. The Servicer and the Issuer have
reviewed procedures and have taken additional steps to
prevent any such reoccurrence.
IN WITNESS WHEREOF, the undersigned has duly
executed this Certificate this 25th day of August, 1998.
/s/ David Martini
Name: David Martini
Title: Vice President
Exhibit 99.03
Year 2000 Information
YEAR 2000 PROJECT OVERVIEW. Like most major financial institutions,
MBNA Corporation (the "Corporation") parent corporation to MBNA America
Bank, National Association, which is servicer to the MBNA Master Credit
Card Trust, is highly dependent upon technology to deliver products and
services to its customers. Credit card transactions and authorizations
require a variety of voice and data networks, and service providers to
operate successfully. Sophisticated computer and telecommunication
systems enable the Corporation to process these transactions and
service customer accounts. Many computer applications have been written
using two digits rather than four to define the applicable year, and
therefore may not recognize a date using "00" as the Year2000. If
proper steps are not taken to address this issue, an inability of the
application to properly process transactions with dates in the Year
2000 or thereafter could result.
The Corporation began its Year 2000 Project (the "Project") to
address this issue in 1994. The Project is organized into six major
components: Application Software; Infrastructure; Business Unit;
Telecommunication; Desktop Infrastructure; and Readiness Testing. The
Application Software component includes all internally developed and
purchased software used to perform specific business functions. This
portion of the Project encompasses nearly all mission critical
applications, including systems that service and support loans,
deposits, customer service activities, and financial systems. The
Infrastructure component includes the computer hardware and associated
system's software upon which Application Software is run, and includes
Mainframe and Distributed system platforms. The Business Unit component
encompasses application software, developed or acquired, managed
outside the technology area. It also includes all vendor supplied
services and non-technology equipment, such as building operation and
security systems. The Telecommunication component incorporates all
voice and data networking and switching components; voice response
technology; and local, long distance, and international
telecommunication services. The Desktop Infrastructure component
addresses local area network and desktop computing environments and
includes all hardware and software components. The Readiness Testing
component is the final comprehensive integrated test of Application
Software and Infrastructure in a fully Year 2000 compliant environment.
This will include interfaces with major vendors such as MasterCard
International and Visa International.
The Corporation has substantially completed the Application
Software, Infrastructure, Business Unit, Telecommunication, and Desktop
Infrastructure components of the Project. This included the assessment,
renovation, validation and implementation phases. Assessment activities
will continue throughout 1999to minimize overall risk. During 1999, the
Corporation will complete implementation of any newly purchased
software, perform the readiness testing, and finalize contingency
plans.
PROJECT READINESS. The Application Software and Infrastructure, the
most substantial components of the Project, are complete and have been
implemented into production, with the exception of a small number of
purchased software packages. Application Software is extensively tested
for Year 2000 readiness prior to placing it into production. The
Corporation expects that the updates to the remaining purchased
software packages will be implemented by June 30,1999. Business Unit
efforts, which primarily involve work with third-party vendors, are
estimated to be approximately 75% complete. The Corporation's business
units have completed Year 2000 assessments and are in varying stages of
renovation, validation and implementation. Vendors have been contacted
regarding their progress and regular meetings and site visits have
been, and will continue to be, held with critical vendors to evaluate
their progress. Remediation of Business Unit's applications is planned
and on track to be completed by June 30, 1999. The Corporation does not
have significant Year 2000exposure from non-technology equipment.
Internal telecommunication hardware and software upgrades are
substantially completed. The Corporation is actively participating in
various telecommunication forums in order to monitor telecommunication
service provider readiness and to establish interoperability testing
standards.
The Desktop Infrastructure efforts are substantially completed
with final completion expected by March 31, 1999.
A standalone test environment is currently being constructed to
perform extensive final readiness testing. A standalone test
environment is separate from the Corporation's production systems and
thus reduces the risk that testing will disrupt the Corporation's
operations. This environment will include a voice and data network as
well as mainframe, distributed, and desktop computers. All critical
applications will be fully tested in a Year 2000compliant environment
as a final assurance step. Testing within the mainframe environment has
started and is expected to be rolled out to the full environment by
April 1999. Testing will continue through September 1999,incorporating
all critical Year 2000 dates. This environment will be maintained
throughout 1999 in order to allow testing of significant system changes
and newly acquired software.
The Corporation relies on various third-parties to perform
processing services and to supply critical system applications.
Critical third-party provided software applications are being tested
regardless of vendor statements to fitness to ensure Year 2000
compliance. Regular meetings and site visits are being held with
MasterCard International, Visa International and other critical third
party service providers to evaluate and monitor their project status.
COSTS. The total cost associated with required modifications to
become Year2000 compliant is not expected to be material to the
Corporation's consolidated financial position. The estimated total cost
of the Project is expected to be approximately $40 million. Costs
incurred and expensed through December 31,1998 were approximately $20
million. The majority of the remaining cost is associated with
conducting the readiness testing, preparing contingency plans, and
staffing a transition team for early 2000.
RISKS. Because the Corporation's business is highly reliant on
various types of computer technologies, disruptions caused by Year 2000
failures have the potential to have a material impact on the
Corporation's operations, liquidity, and financial condition. Due
primarily to the general uncertainty of the Year2000 readiness of some
third-party providers, at this time the Corporation cannot with
substantial certainty determine whether or not consequences of Year2000
failures will have a material impact on the Corporation's results of
operations, liquidity or financial condition. Based on the current
project status and extensive testing completed and planned, the
Corporation expects any internal Year 2000 system failure will be
handled in the normal course of business and will not have a
significant impact on the Corporation. It is more likely that any
impact will result from a third-party that the Corporation conducts
business with directly or indirectly. A likely worst case scenario
would involve major disruption of the telecommunications network, a
major disruption in the supply of electrical power, failure of one or
more of the primary financial switching networks or, in the United
Kingdom, failure of the primary data servicing provider. Revenues could
be negatively impacted if Year2000 failures prevent the Corporation or
other entities from processing customer transactions and cause
customers to curtail credit card spending for a period of time.
CONTINGENCY PLANS. The Corporation has a standing contingency plan
that addresses various types of business interruptions. This plan is
tested and updated on a regular basis. The Corporation has been and
will continue to develop contingency plans to address possible negative
impacts specific to the Year 2000 problem. Plans are complete and in
place for any critical third-party software application which will not
be Year 2000 compliant. At this time it is not expected that these
plans will need to be implemented. Contingency plans for critical
third-party providers are in varying stages of development. These plans
are expected to be completed by June 30, 1999. The Corporation
maintains a standing contingency plan to address liquidity and capital
needs. A plan specific to Year 2000 implications has been completed.
This plan will continue to be modified as necessary based on identified
or perceived market risks. Efforts are underway in each business unit
to revise existing contingency plans to address specific Year 2000
implications. These plans will continue to be updated throughout 1999
as additional information becomes available regarding specific
identified risks.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. The above disclosure on
Year 2000 issues includes forward-looking statements concerning the
Corporation's future operations, expenses and financial performance.
Such statements are subject to risks and uncertainties that may cause
the Corporation's actual operations and performance to differ
materially from those set forth in such forward-looking statements.
Factors which could cause the Corporation's actual results to differ
materially from those projected by the Corporation include, but are not
limited to, the following: failure of third parties providing software,
telecommunications, data networks, and other products or services to
the Corporation to become Year 2000 compliant; insufficient staff and
other technical resources; unexpected difficulties in implementing
system enhancements; disruptions in the overall consumer credit market
due to Year2000 problems; and disruptions in capital markets due to
Year 2000 problems.
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