FIRST AMENDMENT
TO
SERIES 1992-3 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES 1992-3
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of June 1, 1997 (the "First Amendment") is by and between
MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and
Servicer, and BANKERS TRUST COMPANY, as Trustee.
WHEREAS the Seller and Servicer and the Trustee
have executed that certain Series 1992-3 Supplement, dated
as of November 24, 1992 (the "Series 1992-3 Supplement"), to
the Pooling and Servicing Agreement, dated as of September
25, 1991 (as amended to the date hereof, the "Pooling and
Servicing Agreement," and collectively with the Series
1992-3 Supplement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee
wish to amend the Series 1992-3 Supplement as provided
herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
SECTION 1. Amendments of Section 2.
Section 2 is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Available Investor Principal Collections"
shall mean with respect to any Monthly Period, an
amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period and (b) the amount
of Shared Principal Collections with respect to Group
One that are allocated to Series 1992-3 in accordance
with subsection 4.12(b).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as
such term is defined in each of the related Series
Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on
any date of determination, the excess of the Group One
Monthly Principal Payment for the Monthly Period
relating to such date over the month to date amount of
Collections processed in respect of Principal
Receivables for such Monthly Period allocable to
investor certificates of all outstanding Series in
Group One which are in an Amortization Period or an
Accumulation Period, not subject to reallocation, which
are on deposit or to be deposited in the Principal
Account on such date; provided, however, that the
amount of Collections processed in respect of Principal
Receivables for each such Series shall not include any
amounts in excess of the amount of the Group One
Monthly Principal Payment related to such Series.
"Group One Monthly Principal Payment" shall
mean with respect to any Monthly Period, for all Series
in Group One (including Series 1992-3) which are in an
Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as
such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in
its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the close
of business on the last day of the prior Monthly Period
plus the Enhancement Invested Amount, if any, after
taking into account any payments to be made on the
following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (d)
the Adjusted Investor Interest as of the end of the
prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One)
and (e) such other amounts as may be specified in the
related Supplements for all Series in Group One.
"Investor Principal Collections" shall mean,
with respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account
for such Monthly Period pursuant to subsections
4.04(a)(ii), 4.04(b)(ii) or 4.04(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount of Collections withdrawn from the Finance Charge
Account and treated as Collections of Principal
Receivables pursuant to subsections 4.06(c) and 4.06(d)
and (c) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account
pursuant to subsection 4.04(d).
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of
(a)(i) with respect to any Transfer Date relating to
the Controlled Amortization Period, the Controlled
Distribution Amount for such Transfer Date, and
(ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Investor Interest with respect
to such Transfer Date over (b) the Investor Principal
Collections with respect to the related Monthly Period.
"Shared Principal Collections" shall mean
either (a) the amount allocated to the Series 1992-3
Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding
Series in Group One or (b) the amounts allocated to the
investor certificates of other Series in Group One
which the applicable Supplements for such Series
specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Series
1992-3 Certificates.
(b) The definition of "Deficit Controlled
Amortization Amount" is hereby amended to read as follows:
"Deficit Controlled Amortization Amount" shall
initially mean zero and shall thereafter mean, with
respect to any Monthly Period during the Controlled
Amortization Period, the excess, if any, of the
Controlled Distribution Amount with respect to the
immediately preceding Monthly Period over the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A)(x) with respect to such
immediately preceding Monthly Period.
(c) The definition of "Series Servicing Fee
Percentage" in Section 2 is hereby amended to read as
follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
SECTION 2. Amendments of Section 7, Article IV of
the Agreement.
(a) Subsection 4.04(a)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-3
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and, on the
related Transfer Date, deposit into the Principal
Account an amount equal to the Daily Principal
Shortfall as of the close of business on the last day
of the related Monthly Period; provided, however, that
the aggregate amount allocated to the Series 1992-3
Certificateholders pursuant to this subsection
4.04(a)(ii)(A) for such Monthly Period shall not exceed
the Daily Principal Shortfall, and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(a)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(b) Subsection 4.04(b)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Allocate to the Series 1992-3
Certificateholders an amount equal to the product of
(1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and of that
allocation, (x) deposit in the Principal Account the
full amount of such allocation until the aggregate
amount deposited in the Principal Account pursuant to
this subsection 4.04(b)(ii)(A) equals the sum of the
Controlled Amortization Amount and the Deficit
Controlled Amortization Amount (the "Controlled
Distribution Amount") for such Monthly Period and (y)
on the related Transfer Date, deposit into the
Principal Account an amount equal to the Daily
Principal Shortfall as of the close of business on the
last day of the related Monthly Period; provided,
however, that on and after the date on which an
aggregate amount equal to the Controlled Distribution
Amount for such Monthly Period has been deposited in
the Principal Account pursuant to this subsection
4.04(b)(ii)(A), the aggregate amount allocated to the
Series 1992-3 Certificateholders pursuant to this
subsection 4.04(b)(ii)(A) shall not exceed the Daily
Principal Shortfall; and (B) pay to the Holder of the
Exchangeable Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above,
if any; provided further, however, that the amount to
be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(b)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.04(d).
(c) Subsection 4.04(c)(ii) of Article IV of the
Agreement is hereby amended to read as follows:
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.04(c)(ii)(A) shall not exceed the sum of
the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking
into account any payments to be made on the
Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and (B) pay to the
Holder of the Exchangeable Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.04(c)(ii)(B)
with respect to any Date of Processing shall be paid to
the Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments
referred to in subsection 4.03(b)), and if the Seller
Interest does not exceed zero on such date, such excess
shall be deposited into the Principal Account for
treatment as Collections of Principal Receivables
pursuant to Article IV.
(d) The last sentence of the first paragraph of
subsection 4.04(d) of Article IV of the Agreement is hereby
amended to read as follows:
For each Transfer Date with respect to the Controlled
Amortization Period or the Rapid Amortization Period,
any such Unallocated Principal Collections held in the
Principal Account on such Transfer Date shall be
included in the Investor Principal Collections which to
the extent available shall be distributed pursuant to
Section 4.08 on such Transfer Date.
(e) Subsection 4.06(c) of Article IV of the
Agreement is hereby amended to read as follows:
(c) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds have been allocated to the
Series 1992-3 Certificates from Collections processed
during the preceding Monthly Period and from any
withdrawal from the Cash Collateral Account, after
giving effect to the withdrawals pursuant to
subsections 4.06(a) and (b), an amount equal to the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period, which shall be treated as a
portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date.
(f) Subsection 4.06(d) of Article IV of the
Agreement is hereby amended to read as follows:
(d) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer, shall
withdraw from the Finance Charge Account, to the extent
funds have been allocated to the Series 1992-3
Certificates from Collections processed during the
preceding Monthly Period, after giving effect to the
withdrawals from the Finance Charge Account pursuant to
subsections 4.06(a), (b) and (c), an amount equal to
the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed pursuant to
this subsection 4.06(d), which shall during the Rapid
Amortization Period be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date. On the date of any such
reimbursement, the Investor Interest shall be increased
by the amount of such reimbursement of Investor Charge
Offs.
(g) Section 4.08 of Article IV of the Agreement is
hereby amended to read as follows:
(i) on each Determination Date with respect
to the Revolving Period, the Servicer shall instruct
the Trustee in writing to distribute, and on the next
succeeding Transfer Date the Trustee shall distribute,
an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for
the related Monthly Period in the following priority:
(A) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in
the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal
Shortfall and (y) Available Investor Principal
Collections shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this
Series 1992-3; and
(B) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(i)(A) above shall be paid to the Holder of
the Exchangeable Seller Certificate; provided,
however, that the amount to be paid to the Holder
of the Exchangeable Seller Certificate pursuant to
this subsection 4.08(a)(i)(B) with respect to such
Transfer Date shall be paid to the Holder of the
Exchangeable Seller Certificate only if the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior
to such Transfer Date and the application of
payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated
Principal Collections and deposited into the
Principal Account in accordance with subsection
4.04(d).
(ii) On the Determination Date in the
calendar month following the Monthly Period in which
either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each
Determination Date thereafter, the Servicer shall
instruct the Trustee in writing to distribute, and on
the next succeeding Transfer Date the Trustee shall
distribute, an amount equal to the Available Investor
Principal Collections deposited into the Principal
Account for the related Monthly Period in the following
priority:
(A) (x) during the Controlled
Amortization Period, an amount equal to the lesser
of (1) the Available Investor Principal
Collections and (2) the Controlled Distribution
Amount and (y) during the Rapid Amortization
Period, an amount equal to the Available Investor
Principal Collections shall be deposited into the
Distribution Account; provided, however, that the
aggregate amount deposited into the Distribution
Account pursuant to this subsection 4.08(a)(ii)(A)
shall not exceed the Investor Interest as of the
end of the day of the preceding Record Date;
(B) an amount equal to the lesser of (x)
the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the application
specified in subsection 4.08(a)(ii)(A) above and
the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and
(y) Available Investor Principal Collections
remaining after the application specified in
subsection 4.08(a)(ii)(A) above, shall remain in
the Principal Account to be treated as Shared
Principal Collections and applied to Series in
Group One other than this Series 1992-3; and
(C) an amount equal to the excess, if
any, of (x) the Available Investor Principal
Collections for such Transfer Date over (y) the
applications specified in subsections
4.08(a)(ii)(A) and (B) above shall be paid to the
Holder of the Exchangeable Seller Certificate;
provided, however, that the amount to be paid to
the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.08(a)(ii)(C) with
respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Seller Certificate only
if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created
on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.04(d).
(b) On each Distribution Date occurring after
a deposit is made pursuant to subsection
4.08(a)(ii)(A), the Paying Agent shall pay the amount
deposited into the Distribution Account pursuant to
subsection 4.08(a)(ii)(A) on the related Transfer Date,
up to the outstanding principal amount of the
Certificates for such Distribution Date, shall be paid
to the Series 1992-3 Certificateholders from the
Distribution Account in accordance with Section 5.01.
(h) Article IV of the Agreement is hereby further
amended by adding the following Section 4.12 immediately
following Section 4.11 of Article IV of the Agreement:
SECTION 4.12 Shared Principal Collections.
The portion of Shared Principal Collections
on deposit in the Principal Account equal to the amount
of Shared Principal Collections allocable to Series
1992-3 on any Transfer Date shall be applied pursuant
to Section 4.08.
Shared Principal Collections allocable to
Series 1992-3 with respect to any Transfer Date shall
mean an amount equal to the Series Principal Shortfall,
if any, with respect to Series 1992-3 for such Transfer
Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such
Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1992-3 on
such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of
which is the Series Principal Shortfall with respect to
Series 1992-3 for such Transfer Date and the
denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
SECTION 3. Effectiveness. The amendments
provided for by this First Amendment shall become effective
upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion:
(a) Notification in writing from each of Moody's
and Standard & Poor's to the effect that the terms of this
First Amendment will not result in a reduction or withdrawal
of the rating of any outstanding Series or Class to which it
is a Rating Agency.
(b) Confirmation from the Seller and Servicer
that it has received a copy of the written notification
referred to in subsection 3(a) above and that such written
notification is satisfactory to the Seller and Servicer in
its sole discretion.
(c) An Opinion of Counsel for the Seller
addressed to the Trustee to the effect that the terms of
this First Amendment will not adversely affect in any
material respect the interests of any Series 1992-3
Certificateholder and that this First Amendment complies
with the requirements of the Pooling and Servicing
Agreement.
(d) Counterparts of this First Amendment, duly
executed by the parties hereto.
SECTION 4. Series 1992-3 Supplement and Pooling
and Servicing Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the
terms and conditions of the Series 1992-3 Supplement and the
Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Series 1992-3 Supplement
in any other document or instrument shall be deemed to mean
such Series 1992-3 Supplement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Series 1992-3 Supplement, but shall
constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Pooling and
Servicing Agreement as supplemented by the Series 1992-3
Supplement, as amended by this First Amendment, as though
the terms and obligations of the Pooling and Servicing
Agreement and the Series 1992-3 Supplement were set forth
herein.
SECTION 5. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS FIRST AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this First Amendment to be duly
executed by their respective officers as of the day and year
first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
