EXECUTION COPY
MBNA CREDIT CARD MASTER NOTE TRUST
as Issuer
CLASS C(2002-3) TERMS DOCUMENT
dated as of June 12, 2002
to
MBNASERIES INDENTURE SUPPLEMENT
dated as of May 24, 2001
to
INDENTURE
dated as of May 24, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
as Indenture Trustee
THIS CLASS C(2002-3) TERMS DOCUMENT (this "Terms
Document"), by and between MBNA CREDIT CARD MASTER NOTE TRUST, a
statutory business trust created under the laws of the State of
Delaware (the "Issuer"), having its principal office at ▇▇▇▇▇▇ Square
North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and THE
BANK OF NEW YORK, a New York banking corporation ( the "Indenture
Trustee"), is made and entered into as of June 12, 2002.
Pursuant to this Terms Document, the Issuer and the
Indenture Trustee shall create a new tranche of Class C Notes and shall
specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions. For all purposes of this
Terms Document, except as otherwise expressly provided or unless the
context otherwise requires:
(1) the terms defined in this Article have the
meanings assigned to them in this Article, and include the
plural as well as the singular;
(2) all other terms used herein which are defined
in the Indenture Supplement or the Indenture, either
directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance
with generally accepted accounting principles and, except
as otherwise herein expressly provided, the term "generally
accepted accounting principles" with respect to any
computation required or permitted hereunder means such
accounting principles as are generally accepted in the
United States of America at the date of such computation;
(4) all references in this Terms Document to
designated "Articles," "Sections" and other subdivisions
are to the designated Articles, Sections and other
subdivisions of this Terms Document as originally executed;
(5) the words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Terms
Document as a whole and not to any particular Article,
Section or other subdivision;
(6) in the event that any term or provision
contained herein shall conflict with or be inconsistent
with any term or provision contained in the Indenture
Supplement or the Indenture, the terms and provisions of
this Terms Document shall be controlling;
(7) each capitalized term defined herein shall
relate only to the Class C(2002-3) Notes and no other
tranche of Notes issued by the Issuer; and
(8) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Accumulation Reserve Funding Period" shall mean, (a) if
the Accumulation Period Length is determined to be one (1) month, there
shall be no Accumulation Reserve Funding Period and (b) otherwise, the
period (x) commencing on the earliest to occur of (i) the Monthly
Period beginning three (3) calendar months prior to the first Transfer
Date for which a budgeted deposit is targeted to be made into the
Principal Funding sub-Account of the Class C(2002-3) Notes pursuant to
Section 3.10(b)of the Indenture Supplement, (ii) the Monthly Period
following the first Transfer Date following and including the April
2010 Transfer Date for which the Quarterly Excess Available Funds
Percentage is less than 2%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 24 months
prior to the Expected Principal Payment Date, (iii) the Monthly Period
following the first Transfer Date following and including the October
2010 Transfer Date for which the Quarterly Excess Available Funds
Percentage is less than 3%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 18 months
prior to the Expected Principal Payment Date, and (iv) the Monthly
Period following the first Transfer Date following and including the
December 2010 Transfer Date for which the Quarterly Excess Available
Funds Percentage is less than 4%, but in such event the Accumulation
Reserve Funding Period shall not be required to commence earlier than
16 months prior to the Expected Principal Payment Date and (y) ending
on the close of business on the last day of the Monthly Period
preceding the earlier to occur of (i) the Expected Principal Payment
Date for the Class C(2002-3) Notes and (ii) the date on which the Class
C(2002-3) Notes are paid in full.
"Base Rate" means, with respect to any Monthly Period, the
sum of (i) the Weighted Average Interest Rates for the Outstanding
MBNAseries Notes, (ii) the Net Servicing Fee Rate (as such term is
defined in the Series 2001-D Supplement) and (iii) so long as MBNA or
The Bank of New York is the Servicer, the Servicer Interchange Rate, in
each case, for such Monthly Period.
"Calculation Agent" is defined in Section 2.03(a).
"Class C Reserve Account Percentage" means, (i) zero, if
the Quarterly Excess Available Funds Percentage on such Transfer Date
is greater than or equal to 4.50%, (ii) 1.25%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than 4.50% and
greater than or equal to 4.00%, (iii) 2.00%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than 4.00% and
greater than or equal to 3.50%, (iv) 2.75%, if the Quarterly Excess
Available Funds Percentage is less than 3.50% and greater than or equal
to 3.00%; (v) 3.50%, if the Quarterly Excess Available Funds Percentage
on such Transfer Date is less than 3.00% and greater than or equal to
2.50%, (vi) 4.50%, if the Quarterly Excess Available Funds Percentage
is less than 2.50% and greater than or equal to 2.00%, and (vii) 6.00%,
if the Quarterly Excess Available Funds Percentage on such Transfer
Date is less than 2.00%.
"Class C(2002-3) Note" means any Note, substantially in the
form set forth in Exhibit A-3 to the Indenture Supplement, designated
therein as a Class C(2002-3) Note and duly executed and authenticated
in accordance with the Indenture.
"Class C(2002-3) Noteholder" means a Person in whose name a
Class C(2002-3) Note is registered in the Note Register.
"Class C(2002-3) Termination Date" means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class C(2002-3) Notes is paid in full, (b) the
Legal Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article VI thereof.
"Controlled Accumulation Amount" means $16,666,666.67;
provided, however, if the Accumulation Period Length is determined to
be less than twelve (12) months pursuant to Section 3.10(b)(ii)of the
Indenture Supplement, the Controlled Accumulation Amount shall be the
amount specified in the definition of "Controlled Accumulation Amount"
in the Indenture Supplement.
"Excess Available Funds Percentage" means, with respect to
any Transfer Date, the amount, if any, by which the Portfolio Yield for
the preceding Monthly Period exceeds the Base Rate for such Monthly
Period.
"Expected Principal Payment Date" means May 15, 2012.
"Initial Dollar Principal Amount" means $200,000,000.
"Interest Payment Date" means the fifteenth day of each
month commencing July 15, 2002, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Interest Period" means, with respect to any Interest
Payment Date, the period from and including the previous Interest
Payment Date (or in the case of the initial Interest Payment Date, from
and including the Issuance Date) through the day preceding such
Interest Payment Date.
"Issuance Date" means June 12, 2002.
"Legal Maturity Date" means October 15, 2014.
"LIBOR" means, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Indenture Trustee on the LIBOR Determination Date for
each Interest Period in accordance with the provisions of Section 2.03.
"LIBOR Determination Date" means June 10, 2002 for the
period from and including the Issuance Date to but excluding July 15,
2002 and the second London Business Day prior to the commencement of
the second and each subsequent Interest Period.
"London Business Day" means any Business Day on which
dealings in deposits in United States Dollars are transacted in the
London interbank market.
"MBNAseries Servicer Interchange" means, with respect to
any Monthly Period, an amount equal to the product of (a) the Servicer
Interchange (as such term is defined in the Series 2001-D Supplement)
with respect to such Monthly Period and (b) a fraction the numerator of
which is the Weighted Average Available Funds Allocation Amount for the
MBNAseries for such Monthly Period and the denominator of which is the
Weighted Average Available Funds Allocation Amount for all series of
Notes for such Monthly Period.
"Note Interest Rate" means a rate per annum equal to 1.35%
in excess of LIBOR as determined by the Calculation Agent on the
related LIBOR Determination Date with respect to each Interest Period.
"Paying Agent" means The Bank of New York.
"Portfolio Yield" means, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is (a) the amount of Available Funds allocated to
the MBNAseries pursuant to Section 501 of the Indenture, plus (b) any
Interest Funding sub-Account Earnings on the related Transfer Date,
plus (c) any amounts to be treated as MBNAseries Available Funds
pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement,
plus (d) the MBNAseries Servicer Interchange for such Monthly Period,
minus (e) the excess, if any, of the sum of the PFA Prefunding Earnings
Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of
the aggregate amount to be treated as MBNAseries Available Funds for
such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the
Indenture Supplement plus any other amounts applied to cover earnings
shortfalls on amounts in the Principal Funding sub-Account for any
tranche of MBNAseries Notes for such Monthly Period, minus (f) the
MBNAseries Investor Default Amount for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.
"Predecessor Note" means, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt
as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 306 of
the Indenture in lieu of a mutilated, lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.
"Quarterly Excess Available Funds Percentage" means, with
respect to the July 2002 Transfer Date and each Transfer Date
thereafter, the percentage equivalent of a fraction the numerator of
which is the sum of the Excess Available Funds Percentages with respect
to the immediately preceding three Monthly Periods and the denominator
of which is three.
"Record Date" means, for any Transfer Date, the last
Business Day of the preceding Monthly Period.
"Reference Banks" means four major banks in the London
interbank market selected by the Beneficiary.
"Required Accumulation Reserve sub-Account Amount" means,
with respect to any Monthly Period during the Accumulation Reserve
Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar
Principal Amount of the Class C(2002-3) Notes as of the close of
business on the last day of the preceding Monthly Period or (ii) any
other amount designated by the Issuer; provided, however, that if such
designation is of a lesser amount, the Note Rating Agencies shall have
provided prior written confirmation that a Ratings Effect will not
occur with respect to such change.
"Servicer Interchange Rate" means, for any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the
MBNAseries Servicer Interchange for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.
"Stated Principal Amount" means $200,000,000.
"Telerate Page 3750" means the display page currently so
designated on the Moneyline Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying
comparable rates or prices).
"Weighted Average Interest Rates" means, with respect to
any Outstanding Notes of a class or tranche of the MBNAseries, or of
all of the Outstanding Notes of the MBNAseries, on any date, the
weighted average (weighted based on the Outstanding Dollar Principal
Amount of the related Notes on such date) of the following rates of
interest:
(a) in the case of a tranche of Dollar Interest-bearing
Notes with no Derivative Agreement for interest, the rate of interest
applicable to that tranche on that date;
(b) in the case of a tranche of Discount Notes, the rate
of accretion (converted to an accrual rate) of that tranche on that
date;
(c) in the case of a tranche of Notes with a payment due
under a Performing Derivative Agreement for interest, the rate at which
payments by the Issuer to the applicable Derivative Counterparty accrue
on that date (prior to the netting of such payments, if applicable);
and
(d) in the case of a tranche of Notes with a non-
Performing Derivative Agreement for interest, the rate specified for
that date in the related terms document.
Section 1.02. Governing Law. THIS TERMS DOCUMENT 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 1.03. Counterparts. This Terms Document may be
executed in any number of counterparts, each of which so executed will
be deemed to be an original, but all such counterparts will together
constitute but one and the same instrument.
Section 1.04. Ratification of Indenture and Indenture
Supplement. As supplemented by this Terms Document, each of the
Indenture and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Indenture
Supplement as so supplemented and this Terms Document shall be read,
taken and construed as one and the same instrument.
[END OF ARTICLE I]
ARTICLE II
The Class C(2002-3) Notes
Section 2.01. Creation and Designation. There is
hereby created a tranche of MBNAseries Class C Notes to be issued
pursuant to the Indenture and the MBNAseries Indenture Supplement to be
known as the "MBNAseries Class C(2002-3) Notes."
Section 2.02. Interest Payment.
(a) For each Interest Payment Date, the amount of
interest due with respect to the Class C(2002-3) Notes shall be an
amount equal to the product of (i)(A) a fraction, the numerator of
which is the actual number of days in the related Interest Period and
the denominator of which is 360, times (B) the Note Interest Rate in
effect with respect to the related Interest Period, times (ii) the
Outstanding Dollar Principal Amount of the Class C(2002-3) Notes
determined as of the Record Date preceding the related Transfer Date.
Interest on the Class C(2002-3) Notes will be calculated on the basis
of the actual number of days in the related Interest Period and a
360-day year.
(b) Pursuant to Section 3.03 of the Indenture Supplement,
on each Transfer Date, the Indenture Trustee shall deposit into the
Class C(2002-3) Interest Funding sub-Account the portion of MBNAseries
Available Funds allocable to the Class C(2002-3) Notes.
Section 2.03. Calculation Agent; Determination of
LIBOR.
(a) The Issuer hereby agrees that for so long as any
Class C(2002-3) Notes are Outstanding, there shall at all times be an
agent appointed to calculate LIBOR for each Interest Period (the
"Calculation Agent"). The Issuer hereby initially appoints the
Indenture Trustee as the Calculation Agent for purposes of determining
LIBOR for each Interest Period. The Calculation Agent may be removed
by the Issuer at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the
Issuer shall promptly appoint a replacement Calculation Agent that does
not control or is not controlled by or under common control with the
Issuer or its Affiliates. The Calculation Agent may not resign its
duties, and the Issuer may not remove the Calculation Agent, without a
successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation
Agent shall determine LIBOR on the basis of the rate for deposits in
United States dollars for a one-month period which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. If such rate
does not appear on Telerate Page 3750, the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at
which deposits in United States dollars are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for a one-month period. The
Calculation Agent shall request the principal London office of each of
the Reference Banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate for that LIBOR Determination
Date shall be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by the Beneficiary, at
approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a one-month period.
(c) The Note Interest Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at its corporate trust office at
(▇▇▇) ▇▇▇-▇▇▇▇ or such other telephone number as shall be designated by
the Indenture Trustee for such purpose by prior written notice by the
Indenture Trustee to each Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation
Agent shall send to the Indenture Trustee and the Beneficiary, by
facsimile transmission, notification of LIBOR for the following
Interest Period.
Section 2.04. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any,
payable on any Class C(2002-3) Note which is punctually paid or duly
provided for by the Issuer and the Indenture Trustee on the applicable
Interest Payment Date or Principal Payment Date shall be paid by the
Paying Agent to the Person in whose name such Class C(2002-3) Note (or
one or more Predecessor Notes) is registered on the Record Date, by
wire transfer of immediately available funds to such Person's account
as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the
third Business Day preceding the date of payment or, if no such account
has been so designated, by check mailed first-class, postage prepaid to
such Person's address as it appears on the Note Register on such Record
Date, except that with respect to Notes registered on the Record Date
in the name of the nominee of Cede & Co., payment shall be made by wire
transfer in immediately available funds to the account designated by
such nominee.
(b) The right of the Class C(2002-3) Noteholders to
receive payments from the Issuer will terminate on the first Business
Day following the Class C(2002-3) Termination Date.
Section 2.05. Targeted Deposit to the Class C Reserve
Account. The deposit targeted to be made to the Class C Reserve sub-
Account for the Class C(2002-3) Notes for any Transfer Date will be an
amount equal to (i) to the product of (A) Class C Reserve Account
Percentage for the related Monthly Period times (B) the sum of the
Initial Outstanding Dollar Principal Amounts of each tranche of
Outstanding MBNAseries Notes as of the last day of the preceding
Monthly Period times (C) a fraction, the numerator of which is the
Nominal Liquidation Amount of the Class C(2002-3) Notes as of the close
of business on the last day of the preceding Monthly Period and the
denominator of which is the Nominal Liquidation Amount of all Class C
Notes in the MBNAseries as of the close of business on the last day of
the preceding Monthly Period, minus (ii) any amount previously on
deposit in the Class C(2002-3) Reserve sub-Account prior to such
targeted deposit; provided however, that if an Early Redemption Event
or Event of Default occurs with respect to the Class C(2002-3) Notes,
the deposit targeted will be the Adjusted Outstanding Dollar Principal
Amount of the Class C(2002-3) notes minus the amount then on deposit in
such sub-Account.
Section 2.06. Form of Delivery of Class C(2002-3)
Notes; Depository; Denominations.
(a) The Class C(2002-3) Notes shall be delivered in the
form of a global Registered Note as provided in Sections 202 and 301(i)
of the Indenture, respectively.
(b) The Depository for the Class C(2002-3) Notes shall be
The Depository Trust Company, and the Class C(2002-3) Notes shall
initially be registered in the name of Cede & Co., its nominee.
(c) The Class C(2002-3) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.07. Delivery and Payment for the Class
C(2002-3) Notes. The Issuer shall execute and deliver the Class
C(2002-3) Notes to the Indenture Trustee for authentication, and the
Indenture Trustee shall deliver the Class C(2002-3) Notes when
authenticated, each in accordance with Section 303 of the Indenture.
Section 2.08. Targeted Deposits to the Accumulation
Reserve Account. The deposit targeted to be made to the Accumulation
Reserve Account for any Monthly Period during the Accumulation Reserve
Funding Period will be an amount equal to the Required Accumulation
Reserve sub-Account Amount.
[END OF ARTICLE II]
ARTICLE III
Representations and Warranties
Section 3.01. Issuer's Representations and Warranties.
The Issuer makes the following representations and warranties as to the
Collateral Certificate on which the Indenture Trustee is deemed to have
relied in acquiring the Collateral Certificate. Such representations
and warranties speak as of the execution and delivery of this Terms
Document, but shall survive until the termination of this Terms
Document. Such representations and warranties shall not be waived by
any of the parties to this Terms Document unless the Issuer has
obtained written confirmation from each Note Rating Agency that there
will be no Ratings Effect with respect to such waiver.
(a) The Indenture creates a valid and continuing security
interest (as defined in the New York UCC) in the Collateral Certificate
in favor of the Indenture Trustee, which security interest is prior to
all other liens, and is enforceable as such as against creditors of and
purchasers from the Issuer.
(b) The Collateral Certificate constitutes either an
"account," a "general intangible," an "instrument," or a "certificated
security," each within the meaning of the New York UCC.
(c) At the time of the transfer and assignment of the
Collateral Certificate to the Indenture Trustee pursuant to the
Indenture, the Issuer owned and had good and marketable title to the
Collateral Certificate free and clear of any lien, claim or encumbrance
of any Person.
(d) The Issuer has caused, within ten days of the
execution of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the
Collateral Certificate granted to the Indenture Trustee pursuant to the
Indenture.
(e) Other than the security interest granted to the
Indenture Trustee pursuant to the Indenture, the Issuer has not
pledged, assigned, sold, granted a security interest in, or otherwise
conveyed the Collateral Certificate. The Issuer has not authorized the
filing of and is not aware of any financing statements against the
Issuer that include a description of collateral covering the Collateral
Certificate other than any financing statement relating to the security
interest granted to the Indenture Trustee pursuant to the Indenture or
any financing statement that has been terminated. The Issuer is not
aware of any judgment or tax lien filings against the Issuer.
(f) All original executed copies of the Collateral
Certificate have been delivered to the Indenture Trustee.
(g) At the time of the transfer and assignment of the
Collateral Certificate to the Indenture Trustee pursuant to the
Indenture, the Collateral Certificate had no marks or notations
indicating that it has been pledged, assigned or otherwise conveyed to
any Person other than the Indenture Trustee.
[END OF ARTICLE III]
IN WITNESS WHEREOF, the parties hereto have caused this
Terms Document to be duly executed, all 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
First Vice President
THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity
By: _/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
_________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
[Signature Page to the Class C(2002-3) Terms Document]
TABLE OF CONTENTS
P
age
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions 1
Section 1.02. Governing Law 5
Section 1.03. Counterparts 5
Section 1.04. Ratification of Indenture and Indenture Supplement 6
ARTICLE II
The Class C(2002-3) Notes
Section 2.01. Creation and Designation 7
Section 2.02. Interest Payment 7
Section 2.03. Calculation Agent; Determination of LIBOR 7
Section 2.04. Payments of Interest and Principal 8
Section 2.05. Targeted Deposit to the Class C Reserve Account 8
Section 2.06. Form of Delivery of Class C(2002-3) Notes; Depository;
Denominations 9
Section 2.07. Delivery and Payment for the Class C(2002-3) Notes 9
Section 2.08. Targeted Deposits to the Accumulation Reserve Account 9
ARTICLE III
Representations and Warranties
Section 3.01. Issuer's Representations and Warranties 10
DOCSDC1:117257.5 2
DOCSDC1:147408.2