EXECUTION COPY
SCHEDULE
to the
Master Agreement
dated as of July 25, 2002
between
JPMORGAN CHASE BANK - LONDON BRANCH ("Party A"),
and
The MBNA CREDIT CARD MASTER NOTE TRUST ("Party B"), a trust formed
pursuant to a trust agreement dated as of May 4, 2001, as amended and
restated as of May 24, 2001, and as amended as of July 12, 2001 (as
amended and restated, the "Trust Agreement").
Part 1. Termination Provisions
In this Agreement:
(a) "Specified Entity" shall not apply for purposes of this Agreement.
(b) "Specified Transaction" will have the meaning specified in Section
14 of this Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii), the
"Credit Support Default" provisions of Section 5(a)(iii), the
"Misrepresentation" provisions of Section 5(a)(iv), the "Default
under Specified Transaction" provisions of Section 5(a)(v), the
"Cross Default" provisions of Section 5(a)(vi), "Tax Event Upon
Merger" provisions of Section 5(b)(iii), and the "Credit Event
Upon Merger" provisions of Section 5(b)(iv) will not apply to
Party A and will not apply to Party B. Solely with respect to
payments required to be made by Party A after the occurrence of an
Early Redemption Event with respect to the Class A(2002-7) Notes
(the "Class A Notes"), the word "third" in the final line of
Section 5(a)(i) shall be replaced with "12:00 noon New York City
time of the first (or such other time as may be mutually agreed to
by Party A, Party B and the Note Rating Agencies)".
(d) The "Failure to Pay or Deliver" provisions of Section 5(a)(i)
shall apply to Party A and shall apply to Party B (i) with respect
to Party B Floating Amounts and (ii) with respect to Party B Final
Exchange Amounts, only on the dates and only to the extent that
such amounts are available to make such payments pursuant to the
terms of the Terms Agreement; provided, however, that if Party B
has made a partial payment pursuant to the terms of the
Confirmation (such partial payment being subject to the provisions
of Section 5(a)(i)) on any Party B Floating Rate Payer Payment
Date, the reciprocal partial payment made by Party A pursuant to
the terms of the Confirmation on the related Party A Floating Rate
Payer Payment Date shall not be subject to the provisions of
Section 5(a)(i). Upon an Event of Default pursuant to Section
5(a)(i) of this Agreement with respect to Party A, Party B will be
deemed to have designated an Early Termination Date on the date of
such Event of Default without notice or any further action by
Party B. Party B shall immediately give notice to Party A of such
Early Termination Date.
(e) The "Automatic Early Termination" provisions of Section 6(a) will
not apply to Party A and will not apply to Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e) of
this Agreement, Market Quotation and the Second Method will apply;
provided, however, that in the case of an Event of Default with
respect to Party A as the Defaulting Party or a Termination Event
with respect to Party A as the Affected Party, the related
Settlement Amount, if negative, will be deemed to be zero if the
Market Quotation cannot be determined.
(g) Market Quotation. Notwithstanding anything to the contrary in the
definition of Market Quotation in Section 14, in the case of an
Event of Default with respect to Party A as the Defaulting Party
or a Termination Event with respect to Party A as the Affected
Party, the Market Quotation, if negative, will be deemed to be the
negative quotation, if any, with the highest absolute value
received from any Reference Market-maker, even if only one
quotation is provided, with which Party B is able, using its best
efforts, to enter into a Replacement Transaction even if Party B
reasonably believes such Market Quotation would not produce a
commercially reasonable result, and Party B hereby agrees to pay
to Party A such amounts as are received by Party B in connection
with it entering into a Replacement Transaction, less the amount,
if any, by which any Unpaid Amounts owed by Party A to Party B
exceed any Unpaid Amounts owed by Party B to Party A .
(h) "Reference Market-maker" will not have the meaning specified in
Section 14, but will instead mean the following:
"Reference Market-maker" means five leading dealers in the
relevant market selected by the party determining the Market
Quotation in good faith (a) from among dealers which are
rated not lower than "AA-" or "Aa3", respectively, by
Standard & Poor's Ratings Services ("S&P") and ▇▇▇▇▇'▇
Investors Service, Inc. ("Moody's") which satisfy the
criteria that such party applies generally at that time in
deciding whether to offer or make an extension of credit and
(b) to the extent practicable, from among dealers having an
office in the same city.
(i) "Termination Currency" means United States Dollars ("USD").
(j) The "Netting" provisions of Section 2(c) will not apply to Party A
and will not apply to Party B.
Part 2. Tax Representations.
(a) Payer Tax Representations. For the purpose of Section 3(e) of
this Agreement, Party A and Party B will each make the following
representation:
It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or
on account of any Tax from any payment (other than interest under
Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by
it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of
this Agreement, (ii) the satisfaction of the agreement contained
in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy
and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) and 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement, provided that it
shall not be a breach of this representation where reliance is
placed on clause (ii) and the other party does not deliver a form
or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f) of this
Agreement, Party A and Party B make the following representations:
(i) The following representation will apply to Party B:
It is a U.S. person for U.S. federal income tax purposes.
(ii) The following representations will apply to Party A:
It is a banking corporation organized under the laws of the
State of New York and is a domestic corporation within the
meaning of Sections 7701(a)(3) and 7701(a)(4) of the United
States Internal Revenue Code.
Part 3. Agreement to Deliver Documents.
For the purpose of Sections 3(d), 4(a)(i) and (ii) of this
Agreement, each party agrees to deliver the following documents,
as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document-
Form/Document/Certificate-
Date by which
to be delivered-Covered by Section 3(d) Representation
Party B-Any form or document that may be reasonably requested, and that
Party B is eligible to provide, in order to allow the requesting party
to make a payment without (or with reduced) withholding Tax.-Promptly
upon reasonable demand by the other party.-Yes
Party A-Any form or document that may be reasonably requested, and that
Party A is eligible to provide, in order to allow the requesting party
to make a payment without (or with reduced) withholding Tax.-Promptly
upon reasonable demand by the other party.-Yes
(b) Other documents to be delivered are:
Party required to deliver document-
Form/Document/Certificate-
Date by which to be delivered-Covered by Section 3(d)
Party A-Opinions of counsel for Party A substantially in the form of
Exhibit A to this Schedule-Upon execution of this Agreement-Yes
Party A-An incumbency certificate with respect to the signatory of this
Agreement-Upon execution of this Agreement-Yes
Party B-An opinion of counsel for Party B substantially in the form of
Exhibit B to this Schedule-Upon execution of this Agreement-Yes
Party B-An incumbency certificate with respect to the signatory of this
Agreement-Upon execution of this Agreement-Yes
Party B-Monthly Noteholders' Statement-Upon each Transfer Date-No
Part 4. Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 12(a):
Address for notices or communications to Party A:
Address: JPMorgan Chase Bank - London Branch
Marketing Control
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For all purposes.
with a copy to (with respect only to the Monthly Noteholders'
Statement):
JPMorgan Chase Bank
Credit Portfolio Group
30th Floor
▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
E-mail: ▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Address for notices or communications to Party B:
Address: MBNA Credit Card Master Note Trust
c/o MBNA America Bank,
National Association, as Beneficiary
Securitization Servicing
Wilmington, Delaware 19884-2824
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
For all purposes.
(b) Process Agent. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not applicable.
Party B appoints as its Process Agent: Not applicable.
(c) Offices. The provisions of Section 10(a) will apply to this
Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this
Agreement.
Party A is a Multibranch Party.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is the Indenture
Trustee.
(f) Credit Support Document. Details of any Credit Support Document:
In the case of Party A: Not applicable.
In the case of Party B: Not applicable.
(g) Credit Support Provider.
In relation to Party A: Not applicable.
In relation to Party B: Not applicable.
(h) Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York (without
reference to choice of law doctrine but without prejudice to the
provisions of Section 5-1401 of the General Obligations Law of the
State of New York).
(i) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, except that with respect to Party B there shall be
deemed to be no Affiliates.
Part 5. Other Provisions.
(a) Confirmation. The Confirmation, dated the date hereof, between
Party A and Party B supplements, forms part of, and will be read
and construed as one with, this Agreement. A form of Confirmation
is set forth as Exhibit C hereto. This document shall not be
construed to form a single agreement with two or more
Confirmations. Reference to this "Agreement" means, with respect
to a Transaction, this document together with the Confirmation.
(b) Waiver of Trial By Jury. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by
jury in respect of any suit, action or proceeding relating to this
Agreement. Each party (i) certifies that no representative, agent
or attorney of the other party has represented, expressly or
otherwise, that such other party would not, in the event of such a
suit, action or proceeding, seek to enforce the foregoing waiver
and (ii) acknowledges that it and the other party have been
induced to enter this Agreement by, among other things, the mutual
waivers and certifications in this Section.
(c) Non-Petition. Party A hereby agrees that it will not bring any
action (whether in bankruptcy or otherwise) against Party B in any
court prior to the date which is one year and one day after all
Notes (as such term is defined in the Indenture) of Party B have
been paid in full.
(d) Party A's Rating Withdrawal or Reduction.
(i) If the long term senior unsecured debt rating of Party A is
withdrawn or reduced below "Aa3" by Moody's or the short term
senior unsecured debt rating of Party A is withdrawn or reduced
below "P-1" by Moody's or "A-1+" by S&P, within 30 days of such
withdrawal or reduction (unless the Rating Agencies have confirmed
the ratings on the Class A Notes which were in effect immediately
prior to such withdrawal or reduction), Party A shall, in each
case solely at the expense of Party A, (A) assign this Agreement
and the related ISDA Master Agreement to, or obtain a replacement
ISDA Master Agreement and Transactions thereunder (the
documentation of which satisfies the Rating Agency Condition) with
another counterparty rated at least "Aa3" and "A-1+" by Moody's
and S&P, respectively, with terms substantially similar to the
ISDA Master Agreement and such Transactions, or (B) obtain a
guaranty of, or a contingent agreement (the documentation of which
satisfies the Rating Agency Condition) of another person rated at
least "Aa3" and "A-1+" by Moody's and S&P, respectively, to honor
Party A's obligations under the Master Agreement and any
Transactions thereunder, or (C) if the short term senior unsecured
debt rating of Party A is rated at least "A-1" by S&P and the long
term senior unsecured debt rating of Party A is rated at least "A-
" by S&P and subject to paragraph (ii) below, post collateral
which will be sufficient to restore the immediately prior ratings
of the Class A Notes, or (D) establish any other arrangements
satisfactory to the Rating Agencies sufficient to restore the
immediately prior ratings of the Class A Notes.
(ii) If Party A elects to post collateral as described in clause
(i)(C) above, such collateral shall be (i) deposited in a
Qualified Account in the name of the Indenture Trustee, bearing a
designation clearly indicating that the funds deposited therein
are held for the benefit of the Indenture Trustee and the Class
A(2002-7) Noteholders, (ii) invested in Permitted Investments
(other than debt of Party A) with a Qualified Institution (other
than Party A) in the currency of the Class A Notes that mature no
later than the day before the next Party A Floating Rate Payer
Payment Date, (iii) governed by the ISDA Form of Credit Support
Annex (New York law form) (as amended, supplemented or otherwise
modified from time to time), and (iv) posted at the expense of
Party A. To the extent that the amount to be posted includes the
amount that would be payable from Party A to Party B if Party B
were to designate an Early Termination Date hereunder as a
consequence of an Event of Default with respect to Party A, Party
A shall calculate such amount.
(iii) If Party A elects to assign as described above in clause
(i)(A) above or obtain a guaranty as described in clause (i)(B)
above, then such assignment or guaranty shall be done at the
expense of Party A.
(iv) The failure of Party A to satisfy its obligations under this
provision will result in a "Swap Downgrade Event" under the Terms
Document. The occurrence of such Swap Downgrade Event shall not,
in and of itself, give rise to any Event of Default or otherwise
be the basis for the designation of a Termination Event.
(e) Provision for Payments from Party B. Notwithstanding anything
contained in this Agreement to the contrary, any amount required
to be paid by Party B pursuant to this Agreement will be payable
only to the extent provided in, and from (i) amounts on deposit in
the Interest Funding sub-Account for the Class A Notes which are
specifically available to be applied therefor pursuant to, Section
3.13(d) of the Indenture Supplement, as determined pursuant to
Sections 2.03(c) and 2.13(c) of the Terms Document, (ii) amounts
on deposit in the Principal Funding sub-Account for the Class A
Notes which are specifically available to be applied therefor
pursuant to, Section 3.14(b) of the Indenture Supplement, as
determined pursuant to Section 2.04(d) of the Terms Document and
(iii) any amounts specifically available to be applied therefor
pursuant to Sections 2.13(d) and 2.14 of the Terms Document (as
such terms are defined in the Confirmation).
(f) Relationship Between Parties. Each party will be deemed to
represent to the other party on the date on which it enters into
this Agreement that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary):
(i) Non-Reliance. It is acting for its own account, and it has
made its own independent decisions to enter into this Agreement
and as to whether this Agreement is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as
it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into this Agreement; it being understood
that information and explanations related to the terms and
conditions of this Agreement shall not be considered investment
advice or a recommendation to enter into this Agreement. No
communication (written or oral) received from the other party
shall be deemed to be an assurance or guarantee as to the expected
results of this Agreement.
(ii) Assessment and Understanding. It is capable of assessing
the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of this Agreement. It is also capable
of assuming, and assumes, the risks of this Agreement.
(iii) Status of Parties. The other party is not acting as a
fiduciary for or as adviser to it in respect of this Agreement.
(g) Additional Representations. Each of Party A and Party B
represents that (i) it is an "eligible contract participant" as
defined in 1a(12) of the Commodity Exchange Act, as amended by
the Commodity Futures Modernization Act of 2000 (7 U.S.C. 1a(12))
and (ii) the material terms of this Agreement and the Swap
Transaction have been individually tailored and negotiated.
(h) Negative Interest Rates. Party A and Party B agree that:
if, with respect to a Calculation Period for a Transaction, a
party ("X") is obligated to pay a Floating Amount that is a
negative number (either by reason of a negative Floating Rate or
the subtraction of a Spread from the Floating Rate), the Floating
Amount with respect to X for that Calculation Period will be
deemed to be zero, and the other party ("Y") will pay to X the
absolute value of the negative Floating Amount, in addition to any
amounts otherwise owed by Y to X, on the Payment Date such
Floating Amount would have been payable if it had been a positive
number. Any amounts paid by Y to X pursuant to this provision
will be paid to such account as X may designate (unless Y gives
timely notice of a reasonable objection to such designation) in
the currency in which that Floating Amount would have been paid if
it had been a positive number (and without regard to the currency
in which Y is otherwise obligated to make payments).
(i) Limited Recourse. It is expressly understood and agreed by the
parties hereto that (i) this Agreement and each Transaction
entered into pursuant to this Agreement is entered into by MBNA
America Bank, National Association, not individually or personally
but solely as Beneficiary of the MBNA Credit Card Master Note
Trust (the "Trust") in the exercise of the powers and authority
conferred and vested in it, (ii) the representations, undertakings
and agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and
agreements by the Beneficiary but are made and intended for the
purpose of binding only the Trust, (iii) nothing herein contained
shall be construed as creating any liability on the part of the
Beneficiary, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties who are signatories
to this Agreement and by any Persons claiming by, through or under
such parties; provided, however, that the Beneficiary shall be
liable in its individual capacity for its own willful misconduct
or gross negligence and (iv) under no circumstances shall the
Beneficiary be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Agreement.
(j) Transfer.
(i) No transfer under Section 7 of this Agreement, other than a
transfer pursuant to Section 7(a) of this Agreement (as
modified below), shall be effective prior to the
satisfaction of the Rating Agency Condition with respect to
such transfer.
(ii) Section 7(a) of this Agreement is amended to read in its
entirety as follows:
(a) a party may make such a transfer of this Agreement
pursuant to a consolidation or amalgamation with, or merger
with or into, or transfer of substantially all of its assets
to, another entity, or an incorporation, reincorporation or
reconstitution (but without prejudice to any other right or
remedy under this Agreement); and
(k) Amendment. Section 9(b) of this Agreement is amended to read in
its entirety as follows:
(b) Amendments. No amendment, modification or waiver in
respect of this Agreement will be effective unless (i) the
Rating Agency Condition with respect to such action is
satisfied, (ii) it is in writing (including a writing
evidenced by a facsimile transmission) and executed by each
of the parties or confirmed by an exchange of telexes or
electronic messages on an electronic messaging system.
(l) Set-off. Section 6 of the Agreement is amended by adding the
following new subsection 6(f):
(f) All payments under this Agreement shall be made without
Set-off or counterclaim and will not be subject to any
conditions except as provided in Section 2 of this
Agreement.
(m) Any amounts received from any Reference Market-maker payable to
Party A pursuant to Section 6 of this Agreement shall not be
included as MBNAseries Available Amounts or MBNAseries Available
Principal Amounts; provided, however, that such amounts may be
applied to pay any Unpaid Amounts owing to Party B under this
Agreement.
The parties executing this Schedule have executed the Master
Agreement and have agreed as to the contents of this Schedule.
JPMORGAN CHASE BANK - LONDON BRANCH
By: _/s/ Raj Dhown_____________________
Name: Raj Dhown
Title: Vice President
MBNA CREDIT CARD MASTER NOTE TRUST
By: MBNA America Bank, National
Association,
as Beneficiary
By: _/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇.
Halmy_____________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
EXHIBIT A to Schedule
[Form of Opinion of Counsel for Party A]
EXHIBIT B to Schedule
[Form of Opinion of Counsel for Party B]
EXHIBIT C to Schedule
Date: July 25, 2002
To: MBNA Credit Card Master Note Trust
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
From: JPMorgan Chase Bank - London Branch
Subject: Swap Transaction
The purpose of this communication is to set forth the terms
and conditions of the swap transaction entered into on the Trade Date
referred to below (the "Swap Transaction"), between the MBNA CREDIT CARD
MASTER NOTE TRUST ("Party B"), but only relates to the MBNAseries Class
A(2002-7) Notes (the "Class A Notes") issued pursuant to the Indenture
dated as of May 24, 2001 (the "Indenture") as supplemented by the
MBNAseries Indenture Supplement dated as of May 24, 2001 (the "Indenture
Supplement") and as further supplemented by the Class A(2002-7) Terms
Document dated as of July 25, 2002 (the "Terms Document"), and JPMorgan
Chase Bank - London Branch ("Party A"). This communication constitutes
a "Confirmation" as referred to in the Swap Agreement specified below.
This Confirmation supplements, forms part of, and is subject
to, the ISDA Master Agreement dated as of July 25, 2002 between Party A
and Party B (the "Master Agreement"). All provisions contained in, or
incorporated by reference to, such Master Agreement shall govern this
Confirmation except as expressly modified below.
This Confirmation and the Schedule to the Master Agreement
(the "Schedule") each incorporate the definitions and provisions
contained in (i) the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) (the
"Definitions"), without regard to any amendment to the Definitions
subsequent to the date hereof, and (ii) the Terms Document, the
Indenture Supplement and the Indenture. In the event of any
inconsistency between the definitions in the Terms Document and any of
the Indenture Supplement, the Indenture, the Definitions, the Schedule
or this Confirmation, the definitions in the Terms Document will govern;
in the event of any inconsistency between the definitions in the
Indenture Supplement and any of the Indenture, the Definitions, the
Schedule or this Confirmation, the definitions in the Indenture
Supplement will govern; in the event of any inconsistency between the
definitions in the Indenture and any of the Definitions, the Schedule or
this Confirmation, the definitions in the Indenture will govern; in the
event of any inconsistency between this Confirmation and either the
Schedule or the Definitions, this Confirmation will govern; and in the
event of any inconsistency between the Schedule and the Definitions, the
Schedule will govern.
The terms of this particular Swap Transaction to which this
Confirmation relates are as follows:
Trade Date:-July 25, 2002
Effective Date:-The Issuance Date for the Class A Notes
Termination Date:-The earlier of (i) the date on which the Outstanding
Dollar Principal Amount of the Class A Notes is zero and (ii) the Legal
Maturity Date for the Class A Notes.
Notional Amount:-Means, with respect to any Calculation Period, an
amount in U.S. Dollars equal to the Initial Dollar Principal Amount of
the Class A Notes, less the aggregate amount of all dollar principal
payments exchanged by Party B on a Party B Principal Payment Date
occurring prior to the Record Date immediately following the
commencement of such Calculation Period (or, in the case of the first
Calculation Period, USD 497,250,000); provided, however, that, with
respect to any Party B Principal Payment Date, any principal payment
made within the applicable cure period provided for pursuant to Section
5(a)(i) of the Master Agreement shall, for the purpose of determining
the Notional Amount for any Calculation Period commencing immediately
following such Party B Principal Payment Date, be deemed to have been
paid on such Party B Principal Payment Date.
Calculation Period:-Refers to any of the Party A Floating Rate
Calculation Periods and the Party B Floating Rate Calculation Periods,
as applicable.
Compounding:-Not Applicable.
Payment Date:-Refers to each Party A Floating Rate Payer Payment Date
and Party B Floating Rate Payer Payment Date, as applicable.
Currency Swap Exchange Rate:-1.005530417 Euros per one (1) United States
Dollar.
INTEREST PAYMENTS-
Party A Floating Amount Details:-
Party A Floating Rate Payer:-Party A.
Party A Floating Amount:-With respect to each Party A Floating Rate
Payer Payment Date, an amount in Euros determined in accordance with the
following formula:
NA FR y/360 FX
where,
NA is the Notional Amount with respect to the Party A Floating Rate
Calculation Period relating to such Party A Floating Rate Payer Payment
Date;
FR is the floating rate equal to the rate for the Party A Floating Rate
Option with respect to such Party A Floating Rate Calculation Period, of
the Party A Floating Rate Designated Maturity plus the Party A Floating
Rate Spread; provided, however, that for the initial Party A Floating
Rate Calculation Period, FR will be 3.546%;
y is the actual number of days with respect to the Party A Floating Rate
Calculation Period relating to such Party A Floating Rate Payer Payment
Date; and
FX is the Currency Swap Exchange Rate.
Party A Floating Rate Calculation Periods:-For the initial Party A
Floating Rate Payer Payment Date, the period from and including the
Effective Date to but excluding the initial Interest Payment Date, and
for each applicable Party A Floating Rate Payer Payment Date thereafter,
each Party A Floating Rate Calculation Period will be the period from
and including the previous Interest Payment Date to but excluding the
current Interest Payment Date.
Party A Floating Rate Period End Dates:-The last day of each Party A
Floating Rate Calculation Period.
Party A Floating Rate Reset Dates:-Means, with respect to the initial
Party A Floating Rate Payer Payment Date, the Effective Date, and with
respect to each Party A Floating Rate Payer Payment Date thereafter, the
first day of the related Party A Floating Rate Calculation Period for
such Party A Floating Rate Payer Payment Date.
Party A Floating Rate Designated Maturity:-For each applicable Party A
Floating Rate Payer Payment Date, three months; provided, however, that
for each Party A Floating Rate Payer Payment Date following an
Acceleration Event with respect to the Class A Notes, one month.
Party A Floating Rate Day Count Fraction:-Actual/360.
Party A Floating Rate Payer
Payment Dates:-The TARGET Settlement Date immediately preceding each
Interest Payment Date.
Party A Floating Rate Option:-EUR-EURIBOR-Telerate; provided, however,
that the last sentence of the definition of "EUR-EURIBOR-Reference
Banks" is hereby amended to replace the penultimate use of "that Reset
Date" with "the day that is two TARGET Settlement Dates preceding that
Reset Date."
Party A Floating Rate Spread:-Plus 0.15%.
-
Party B Floating Amount Details:-
Party B Floating Rate Payer:-Party B.
Party B Floating Amount:-With respect to each Party B Floating Rate
Payer Payment Date, an amount in United States Dollars determined in
accordance with the following formula:
NA FR y/360
where,
NA is the Notional Amount with respect to the related Party B Floating
Rate Calculation Period;
FR is the floating rate equal to the rate for the Party B Floating Rate
Option with respect to such Party B Floating Rate Calculation Period of
the applicable Party B Floating Rate Designated Maturity plus the Party
B Floating Rate Spread, each with respect to the related Party B
Floating Rate Calculation Period; provided, however, that for the
initial Party B Floating Rate Calculation Period, FR will be 2.04018%;
and
y is the actual number of days with respect to the related Party B
Floating Rate Calculation Period;
provided, however, that with respect to any Party B Floating Rate Payer
Payment Date following the occurrence of an Accumulation Event with
respect to the Class A Notes, the Party B Floating Amount will be
reduced by the amount of the Negative Carry Shortfall, if any,
applicable to the related Party B Floating Rate Calculation Period.
-For the purposes of this Confirmation, "Negative Carry Shortfall"
means, with respect to any Party B Floating Rate Calculation Period, the
sum of the amounts, with respect to each Transfer Date within such Party
B Floating Rate Calculation Period, by which the Derivative Reserve Draw
Amount with respect to each such Transfer Date exceeds the amount on
deposit in the Derivative Reserve Account with respect to each such
Transfer Date.
Party B Floating Rate Calculation Periods:-For the initial Party B
Floating Rate Payer Payment Date, the period from and including the
Effective Date to but excluding the initial Interest Payment Date, and
for each applicable Party B Floating Rate Payer Payment Date thereafter,
each Party B Floating Rate Calculation Period will be the period from
and including the previous Interest Payment Date to but excluding the
current Interest Payment Date.
Party B Floating Rate Period End Dates:-The last day of each Party B
Floating Rate Calculation Period.
Party B Floating Rate Reset Dates:-Means, with respect to the initial
Party B Floating Rate Payer Payment Date, the Effective Date, and with
respect to each Party B Floating Rate Payer Payment Date thereafter, the
first day of the related Party B Floating Rate Calculation Period for
such Party B Floating Rate Payer Payment Date.
Party B Floating Rate Designated Maturity:-For each Party B Floating
Rate Payer Payment Date, three months; provided, however, that for each
Party B Floating Rate Payer Payment Date following the occurrence of an
Acceleration Event with respect to the Class A Notes, one month.
Party B Floating Rate Day Count Fraction:-Actual/360.
Party B Floating Rate Payer
Payment Dates:-The Distribution Date in each January, April, July and
October, commencing with the October 2002 Distribution Date; provided,
however, that following the occurrence of an Acceleration Event with
respect to the Class A Notes, the Party B Floating Rate Payer Payment
Dates shall be each Distribution Date, commencing with the Distribution
Date in the calendar month immediately following the occurrence of such
event.
Party B Floating Rate Option:-USD-LIBOR-BBA; provided, however, that the
last sentence of the definition of "USD-LIBOR-Reference Banks" is
hereby amended to replace the penultimate use of "that Reset Date" with
"the day that is two TARGET Settlement Date preceding that Reset Date."
-
-
PARTIAL PAYMENTS:-
Payments Due on Partial Payment Date:-If, on any Party B Floating Rate
Payer Payment Date (such date, a "Partial Payment Date") there exists a
Party B Payment Shortfall, on the Party A Floating Rate Payer Payment
Date immediately following such Partial Payment Date, Party A shall,
notwithstanding the condition precedent specified in Section
2(a)(iii)(1) of the Master Agreement, pay to Party B, on the related
Party A Floating Rate Payer Payment Date, an amount equal to the
Converted Amount of such partial payment.
For purposes of this Confirmation, "Converted Amount" means, in relation
to an amount paid in part (but not in full) hereunder, an amount equal
to the product of (i) the actual amount of the partial payment by Party
B, divided by the full amount owed by Party B, each on such Party B
Floating Rate Payer Payment Date, and (ii) the full amount owed by Party
A on such Party A Floating Rate Payer Payment Date.
-For purposes of this Confirmation, "Party B Payment Shortfall" means,
with respect to each Party B Floating Rate Payer Payment Date, the
excess, if any, of the aggregate amount owing by Party B pursuant to the
terms of this Confirmation on such date over the aggregate amount
actually paid by Party B on such date (after giving effect to all
payments made on such date).
Payments Due on Next Payment Date:-(i) On the Party B Floating Rate
Payer Payment Date immediately following a Partial Payment Date, Party B
shall pay, in addition to the Party B Floating Amount applicable on such
date, the amount of the Party B Payment Shortfall existing on the prior
Party B Floating Rate Payer Payment Date, plus the amount of Default
Interest applicable to such Party B Payment Shortfall. If a preceding
Partial Payment Date was a Party B Aggregate Payment Date, Party B shall
also pay to Party A on each Party B Floating Rate Payer Payment Date
occurring prior to the next Interest Payment Date, an amount equal to
Party B Additional Interest for such Party B Floating Rate Payer Payment
Date.
-For the purposes of this Confirmation, "Default Interest" means any
amounts of interest owing by a party pursuant to Section 2(e) of the
Master Agreement.
-For the purposes of this Confirmation, "Party B Additional Interest"
means with respect to any Party B Floating Rate Payer Payment Date an
amount of interest equal to the product of (i) the amount of any Party B
Payment Shortfall existing on the immediately preceding Party B
Aggregate Payment Date, times (ii) the sum of the related Party B
Floating Rate Option plus the applicable Party B Floating Rate Spread,
times (iii) a fraction, the numerator of which is the actual number of
days in the related Party B Floating Rate Calculation Period and the
denominator of which is 360.
-For the purposes of this Confirmation, "Party B Aggregate Payment Date"
means the Party B Floating Rate Payer Payment Date immediately preceding
each Interest Payment Date.
-(ii) On the second Party A Floating Rate Payer Payment Date following a
Partial Payment Date occurring on a Party B Aggregate Payment Date,
Party A shall pay, in addition to the Party A Floating Amount applicable
on such date, the sum of (A) the Converted Amount of such Party B
Payment Shortfall, if any, plus (B) interest on the Converted Amount of
such Party B Payment Shortfall at the same rate and basis as is
applicable to the related Party A Floating Rate Payer Floating Amount
for such Party A Floating Rate Payer Payment Date for the period from
the previous Interest Payment Date through but excluding the next
Interest Payment Date.
-Limitations. Nothing in this Partial Payments section shall be deemed
to prevent Party A from designating an Event of Default with respect to
Party B pursuant to Section 5(a)(i) of the Master Agreement in
connection with such partial payment.
PRINCIPAL PAYMENTS-
Initial Exchanges:-
-(a) Party A shall pay to Party B the amount of USD 496,131,188 on July
25, 2002; and
-(b) Party B shall pay to Party A the amount of EUR 500,000,000 on July
25, 2002.
Final Exchanges:-
Final Exchange Date:-The TARGET Settlement Date immediately following
the July 2009 Distribution Date; provided, however, that if an
Acceleration Event with respect to the Class A Notes occurs, principal
payments shall be made by Party B on such other dates as provided under
"Principal Payments" below (but only on the dates and only to the extent
that amounts are available to make such payments pursuant to the terms
of the Terms Document).
Party B Final Exchange Amount:-The Outstanding Dollar Principal Amount
of the Class A Notes as of:
(a)with respect to a principal payment to be made on the
Final Exchange Date, the Final Exchange Date; and
(b)with respect to a principal payment to be made on any
other date (each together with the Final Exchange Date, a "Party B
Principal Payment Date"), the first day of the then current
Calculation Period.
Party A Final Exchange
Amount:
-The Converted Principal Amount as of the applicable Party A Principal
Payment Date.
Principal Payments:-
-(a)Acceleration of Principal. If an Acceleration Event with respect to
the Class A Notes occurs, Party B shall pay to Party A, on each
Distribution Date, commencing with the Distribution Date in the calendar
month following the occurrence of such event (or such payment may be
made on the TARGET Settlement Date immediately following any such
Distribution Date (if such TARGET Settlement Date is also a United
States Business Day) as though such amounts were initially due on such
immediately following TARGET Settlement Date), all amounts available for
the payment of principal pursuant to subsection 3.14(b) of the Indenture
Supplement, and Party A, on the TARGET Settlement Date immediately
following each such Distribution Date (each, together with the Final
Exchange Date, a "Party A Principal Payment Date"), shall pay to Party B
the Converted Principal Amount of the payment made by or to be made by
Party B on such Party B Principal Payment Date. Notwithstanding
anything to the contrary contained in this Confirmation, Party B shall
not be required to make any payment of principal hereunder prior to
receiving evidence satisfactory to it that the Converted Principal
Amount for the related Party A Principal Payment Date has been paid by
Party A pursuant to the terms of the Confirmation.
-(b)Principal Payment Notices. Party B shall, no later than four
Business Days prior to any Party B Principal Payment Date on which it
intends to pay all or part of the Outstanding Dollar Principal Amount of
the Class A Notes, provide written notice to Party A of such intention,
the amount of such payment, the amount then on deposit with Party B
which is available to make such payment and the date that Party B elects
(as provided in clause (a) above) to make such payment.
-For the purpose of this Confirmation, "Converted Principal Amount"
means, in relation to an amount of principal paid or to be paid by Party
A hereunder, an amount (in Euros) equal to the product of (i) the amount
of principal paid by Party B or identified by Party B in the notice
required by clause (b) above as the principal amount to be paid by
Party B, and (ii) the Currency Swap Exchange Rate.
OTHER PROVISIONS-
Certain Definitions:-
Business Day Convention:-Modified following, adjusted.
Calculation Agent:-Indenture Trustee.
Governing Law:-New York.
London Banking Day:-New York, New York, Newark, Delaware and London,
England.
United States Business Day:-New York, New York and Newark, Delaware.
TARGET Settlement Date:-Any TARGET Settlement Date (as defined in the
Definitions) which is also a United States Business Day and a London
Banking Day.
Distribution Date:-The fifteenth day of each calendar month, or if such
fifteenth day is not a United States Business Day, the next succeeding
United States Business Day.
Legal Maturity Date for the Class A Notes:-The second TARGET Settlement
Date following the December 2011 Distribution Date; provided, however,
if an Early Termination Date occurs, the Legal Maturity Date will be the
earlier of (i) the second TARGET Settlement Date following the December
2011 Distribution Date and (ii) the Interest Payment Date occurring in
the forty-second Monthly Period following such Early Termination Date.
Rating Agency Condition:-The written confirmation by each Note Rating
Agency that the related action will not have a Ratings Effect on the
Class A Notes.
USD:-
Party A will pay USD, with respect to the Initial Exchange to:-MBNA
America Bank, National Association ABA #▇▇▇▇▇▇▇▇▇
References: MBNA Credit Card Master Note Trust, MBNAseries, Class
A(2002-7)
Attention: Securitization
Party A will pay USD, with respect to any amounts owing to Section 6 of
the Master Agreement, to:-The Bank of New York, New York
ABA #▇▇▇▇▇▇▇▇▇
A/C of MBNA Credit Card Master Note Trust, MBNAseries
A/C # 054640
Party B will pay USD to:-JPMorgan Chase Bank, New York
Swift Code: ▇▇▇▇▇▇▇▇
ABA # ▇▇▇▇▇▇▇▇▇
A/C # 0010962009
Euros:-
Party B will pay Euros, with respect to the Initial Exchange to:-
JPMorgan AG, Frankfurt
Swift Code: ▇▇▇▇▇▇▇▇
A/C # 6231400604
Party A will pay Euros to:-Barclays Bank Plc
Swift Code: ▇▇▇▇▇▇▇▇
Account No.: ▇▇▇▇▇▇▇▇
Account: The Bank of New York, London Branch
Further Credit to Account No.: 5436409780
Account: MBNA Class A(2002-7) Foreign Currency Distribution Account
Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Swap Transaction by signing in the space
provided below and sending a copy of the executed Confirmation to us.
It has been a pleasure working with you on this transaction and we look
forward to working with you again in the future.
Very truly yours,
JPMORGAN CHASE BANK - LONDON BRANCH
By: /s/ ▇▇▇ ▇▇▇▇▇▇
Name: Raj Dhown
Title: Vice President
Agreed and Accepted by:
MBNA CREDIT CARD MASTER NOTE TRUST
By: MBNA America Bank, National Association,
solely in its capacity as beneficiary
and not in its individual capacity
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
DOCSDC1:146628.7