EXHIBIT 4.4
FIRST AMENDMENT
TO THE CLASS A(2001-2) TERMS DOCUMENT
THIS FIRST AMENDMENT TO THE CLASS A(2001-2) TERMS DOCUMENT
dated as of August 8, 2001 (the "Amendment"), is between MBNA CREDIT
CARD MASTER NOTE TRUST, a statutory business trust organized under the
laws of the State of Delaware (the "Issuer"), and THE BANK OF NEW YORK,
a New York banking corporation (the "Indenture Trustee").
WHEREAS, the parties hereto have executed that certain
Class A(2001-2) Terms Document, dated as of July 26, 2001 (the "Terms
Document"), the MBNAseries Indenture Supplement, dated as of May 24,
2001 (the "Indenture Supplement") and the Indenture, dated as of May
24, 2001 (the "Indenture" and, collectively with the Terms Document and
the Indenture Supplement, the "Agreement");
WHEREAS the Issuer and the Indenture Trustee wish to amend
the Terms Document as provided herein;
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
SECTION 1. Amendment of Section 2.03. Section 2.03(a) of
the Terms Document shall be and hereby is amended by deleting the words
"one-twelfth of" where such words appear in the first sentence of such
subsection.
SECTION 2. Effectiveness. The amendments provided for by
this Amendment shall become effective upon the following:
(a) Issuance of a Master Trust Tax Opinion and an Issuer
Tax Opinion to the Indenture Trustee.
(b) Delivery to the Indenture Trustee of an Officer's
Certificate to the effect that the Issuer reasonably believes that this
Amendment will not have an Adverse Effect and is not reasonably
expected to have an Adverse Effect at any time in the future.
(c) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall
be deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were
set forth herein.
SECTION 4. Counterparts. This 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 5. Governing Law. THIS AMENDMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK, 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.
SECTION 6. 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 Issuer and the Indenture Trustee
have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
MBNA CREDIT CARD MASTER NOTE TRUST,
by MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity
By: __/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇______________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity
By: _/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
___________________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice
President
(..continued)
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