EXECUTION COPY
MBNA CREDIT CARD MASTER NOTE TRUST
as Issuer
CLASS A(2002-11) TERMS DOCUMENT
dated as of October 30, 2002
to
MBNASERIES INDENTURE SUPPLEMENT
dated as of May 24, 2001
to
INDENTURE
dated as of May 24, 0000
XXX XXXX XX XXX XXXX
as Indenture Trustee
THIS CLASS A(2002-11) TERMS DOCUMENT (this "Terms
Document"), by and between MBNA CREDIT CARD MASTER NOTE TRUST, a
statutory trust created under the laws of the State of Delaware (the
"Issuer"), having its principal office at Xxxxxx Square North, 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and THE BANK OF NEW
YORK, a New York banking corporation ( the "Indenture Trustee"), is
made and entered into as of October 30, 2002.
Pursuant to this Terms Document, the Issuer and the
Indenture Trustee shall create a new tranche of Class A 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 A(2002-11) 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."
"Acceleration Event" means the occurrence of any of the
following: (i) an Early Redemption Event described in Section 1201(a)
or Section 1201(c) of the Indenture, (ii) an Early Redemption Event
described in Section 2.12(a) of this Terms Document, and (iii) an Event
of Default and acceleration with respect to the Class A(2002-11) Notes.
"Accumulation Event" means the occurrence of an Early
Redemption Event described in Section 1201(b) of the Indenture or
Section 4.01(a) of the Indenture Supplement with respect to the Class
A(2002-11) Notes.
"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 A(2002-11) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period
following the first Transfer Date following and including the September
2007 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 March
2008 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
May 2008 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) an Acceleration Event and (ii) the date on
which the Class A(2002-11) 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.
"Class A(2002-11) Bearer Note" is defined in Section 2.17.
"Class A(2002-11) Hypothetical Dollar Security" is defined
in Section 2.19.
"Class A(2002-11) Note" means any Class A(2002-11) Bearer
Note, Class A(2002-11) Permanent Global Note or Class A(2002-11)
Temporary Global Note, as the case may be.
"Class A(2002-11) Noteholder" means the Person who holds
the Class A(2002-11) Temporary Global Note, the Class A(2002-11)
Permanent Global Note or a Class A(2002-11) Bearer Note.
"Class A(2002-11) Permanent Global Note" is defined in
Section 2.15.
"Class A(2002-11) Temporary Global Note" is defined in
Section 2.15.
"Class A(2002-11) Termination Date" means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Euro
Principal Amount of the Class A(2002-11) Notes equals zero, (b) the
Principal Payment Date on which the Outstanding Dollar Principal Amount
of the Class A(2002-11) Notes equals zero, (c) the Legal Maturity Date
and (d) the date on which the Indenture is discharged and satisfied
pursuant to Article VI thereof.
"Class A Required Subordinated Amount of Class B Notes" is
defined in Section 2.02(a).
"Class A Required Subordinated Amount of Class C Notes" is
defined in Section 2.02(b).
"Common Depositary" means The Bank of New York, London
Branch and any of its successors or transferees.
"Controlled Accumulation Amount" means $40,883,333.34;
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.
"Counterparty Payment Date" means the TARGET Settlement
Date immediately preceding each Interest Payment Date.
"Coupon" is defined in Section 2.17.
"Derivative Agreement" means the ISDA Master Agreement,
together with the Schedule and the Confirmation thereto, each dated as
of October 30, 2002, between the Issuer and the Derivative
Counterparty, as such Derivative Agreement may be amended, modified or
replaced.
"Derivative Agreement Termination" means the early
termination of the Derivative Agreement pursuant to its terms without a
replacement derivative agreement with terms substantially the same as
the Derivative Agreement.
"Derivative Counterparty" means Swiss Re Financial Products
Corporation and any of its successors or transferees under the
Derivative Agreement.
"Derivative Reserve Account" is defined in Section 2.13.
"Derivative Reserve Draw Amount" means, with respect to any
Transfer Date, the amount to be withdrawn from the Derivative Reserve
Account pursuant to Section 2.13(c) on such Transfer Date.
"Distribution Date" is defined in the Series 2001-D
Supplement.
"Dollar Interest Accrual Period" means, with respect to any
Dollar Interest Payment Date, the period from and including the second
TARGET Settlement Date following the preceding Dollar Interest Payment
Date to but excluding the second TARGET Settlement Date following such
Dollar Interest Payment Date; provided, however, that with respect to
the initial Dollar Interest Payment Date, the Dollar Interest Accrual
Period will be the period from and including the Issuance Date to but
excluding the second TARGET Settlement Date following such Dollar
Interest Payment Date.
"Dollar Interest Payment" means, with respect to each
Transfer Date (a) prior to a Derivative Agreement Termination, an
amount equal to the product of (i) a fraction, the numerator of which
is the actual number of days during the period from and including the
preceding Monthly Interest Accrual Date (or, with respect to the
initial Transfer Date, the Issuance Date) to but excluding the Monthly
Interest Accrual Date immediately following such Transfer Date, and the
denominator of which is the actual number of days in the related Dollar
Interest Accrual Period and (ii) the floating amount (excluding the
amount of any termination payment payable by the Issuer to the
Derivative Counterparty pursuant to Section 6 of the Derivative
Agreement following the termination of the Derivative Agreement
pursuant to the terms thereof) payable by the Issuer to the Derivative
Counterparty for the applicable Dollar Interest Payment Date pursuant
to the Derivative Agreement, and (b) after a Derivative Agreement
Termination, an amount equal to the product of (i) a fraction, the
numerator of which is the actual number of days in the related Dollar
Interest Accrual Period, and the denominator of which is 360, (ii) the
Outstanding Dollar Principal Amount of the Class A(2002-11) Notes
determined as of the Record Date preceding such Transfer Date and (iii)
the Floating Dollar Rate in effect with respect to the related Dollar
Interest Accrual Period.
"Dollar Interest Payment Date" means the Distribution Date
occurring in each January, April, July and October, commencing with the
January 2003 Distribution Date; provided, however, if an Acceleration
Event occurs, the Distribution Date occurring in each month, commencing
with the month immediately following the month in which such
Acceleration Event occurs, will be a Dollar Interest Payment Date.
"Dollar Principal Payment" means, with respect to the
Dollar Principal Payment Date, the principal payment (excluding the
amount of any termination payment payable by the Issuer to the
Derivative Counterparty pursuant to Section 6 of the Derivative
Agreement following the termination of the Derivative Agreement
pursuant to the terms thereof) payable by the Issuer to the Derivative
Counterparty for the applicable Dollar Principal Payment Date pursuant
to the Derivative Agreement in an amount equal to the Outstanding
Dollar Principal Amount of the Class A(2002-11) Notes.
"Dollar Principal Payment Date" means the October 2009
Distribution Date; provided, however, if an Acceleration Event occurs,
the Distribution Date occurring in each month, commencing with the
month immediately following the month in which such Acceleration Event
occurs, will be a Dollar Principal Payment Date; provided further,
however, that any amount of principal to be paid by the Issuer to the
Derivative Counterparty with respect to any Dollar Principal Payment
Date may be payable, pursuant to the terms of the Derivative Agreement,
by the Issuer on the TARGET Settlement Date following such Dollar
Principal Payment Date.
"EURIBOR" means the Euro-zone interbank offered rate for
three-month Euro deposits determined by the Euro Calculation Agent on
the EURIBOR Determination Date for each Interest Period in accordance
with the provisions of Section 2.05; provided, however, that for any
Interest Period commencing on or after an Acceleration Event, EURIBOR
means the Euro-zone interbank offered rate for one-month Euro deposits
determined by the Euro Calculation Agent on the EURIBOR Determination
Date for each Interest Period in accordance with the provisions of
Section 2.05.
"EURIBOR Determination Date" means the second TARGET
Settlement Date prior to the first day of each Interest Period.
"Euro" means the lawful currency of the member states of
the European Union that adopt or have adopted the single currency in
accordance with the Treaty establishing the European Community, as
amended by the Treaty of European Union.
"Euro Calculation Agent" is defined in Section 2.05(a).
"Euro Reference Banks" means four major banks in the Euro-
zone interbank market selected by the Beneficiary.
"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.
"Exchange Date" means a date determined by X.X. Xxxxxx
Securities Ltd. which is at least 40 days after the later of the
commencement of the offering of the Class A(2002-11) Notes and the
Issuance Date.
"Expected Principal Payment Date" means the second TARGET
Settlement Date following the October 2009 Distribution Date.
"Floating Dollar Rate" means a rate per annum equal to
0.31375% in excess of LIBOR as determined by the LIBOR Calculation
Agent on the related LIBOR Determination Date with respect to each
Dollar Interest Accrual Period.
"Foreign Currency Distribution Account" is defined in
Section 2.11.
"Foreign Depositary" means Clearstream Banking, socitanonyme
or Euroclear Bank S.A./N.V., as operator of the Euroclear
System.
"Initial Dollar Principal Amount" means $490,600,000.
"Interest Payment Date" means the second TARGET Settlement
Date immediately following the Distribution Date in each January,
April, July and October, commencing with the January 2003 Distribution
Date; provided, however, that if an Acceleration Event occurs, the
second TARGET Settlement Date following the Distribution Date occurring
in each month, commencing with the month immediately following the
month in which such Acceleration Event occurs, will be an Interest
Payment Date.
"Interest Period" means the period from and including the
preceding Interest Payment Date to but excluding the next Interest
Payment Date; provided, however, the first Interest Period shall be the
period from and including the Issuance Date to but excluding the
initial Interest Payment Date.
"Issuance Date" means October 30, 2002.
"Legal Maturity Date" means the second TARGET Settlement
Date following the March 2012 Distribution Date; provided, however, if
a Derivative Agreement Termination occurs, the Legal Maturity Date will
be the earlier of (i) the second TARGET Settlement Date following the
March 2012 Distribution Date and (ii) the Interest Payment Date
occurring in the forty-second Monthly Period following such Derivative
Agreement Termination.
"LIBOR" means, for any Dollar Interest Accrual Period, the
London interbank offered rate for one-month United States dollar
deposits determined by the LIBOR Calculation Agent on the LIBOR
Determination Date for each Dollar Interest Accrual Period in
accordance with the provisions of Section 2.05.
"LIBOR Calculation Agent" is defined in Section 2.05(e).
"LIBOR Determination Date" means the second TARGET
Settlement Date prior to the commencement of each Dollar Interest
Accrual Period.
"LIBOR Reference Banks" means four major banks in the
London interbank market selected by the Beneficiary.
"London Business Day" means any Business Day other than a
day on which banking institutions in London, England are authorized or
obligated by law or executive order to be closed.
"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.
"Monthly Payment Coupons" is defined in Section 2.18.
"Note Interest Rate" means a per annum rate equal to 0.25%
in excess of EURIBOR, as determined on the related EURIBOR
Determination Date.
"Outstanding Dollar Principal Amount" means the Initial
Dollar Principal Amount minus the aggregate amount of withdrawals from
the Principal Funding sub-Account of the Class A(2002-11) Notes
pursuant to Sections 3.14(b), (d) and (f) of the Indenture Supplement.
"Outstanding Euro Principal Amount" means the Stated
Principal Amount minus the aggregate amount of any principal payments
in Euros to the Class A(2002-11) Noteholders pursuant to Section
2.06(a).
"Paying Agent" means The Bank of New York acting through
its London branch, and each co-paying agent in such cities located
outside the United States and its possessions as are specified by the
Issuer.
"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 September 2007 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.
"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 A(2002-11) 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.
"Required Derivative Reserve Amount" shall have the meaning
specified in the Supplemental Derivative Letter dated as of the date
hereof between the Issuer, the Indenture Trustee and the Derivative
Counterparty.
"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.
"Spot Exchange Rate" means, on any day, the spot rate at
which Dollars are offered on such day by The Bank of New York in New
York, New York, U.S.A. (determined by the Issuer in its reasonable
discretion), as prevailing on a local business day for transactions in
Euros at approximately 11:00 a.m. (New York City time).
"Stated Principal Amount" means ?500,000,000.
"Swap Downgrade Event" is defined in the Derivative
Agreement.
"TARGET Settlement Date" means any London Business Day on
which the Trans-European Automated Real-time Gross settlement Express
Transfer system is open.
"Telerate Page 248" 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).
"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).
"United States" means the United States of America
(including the States and the District of Columbia) and the possessions
of the United States (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and Northern Mariana Islands).
"United States Alien" means any person that, for United
States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a foreign estate or foreign trust, or a
foreign partnership one or more members of which is, for United States
federal income tax purposes, a foreign corporation, nonresident alien
individual or a foreign estate or foreign trust, in each case not
subject to United States federal income tax on a net income basis.
"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, which, in the event that the Derivative
Agreement for the Class A(2002-11) Notes is non-
Performing, is the Floating Dollar Rate.
"Withholding Tax" shall have the meaning specified in
Section 2.12(a)(iii).
Section 1.02. Governing Law; Submission to Jurisdiction;
Agent for Service of Process. This Terms Document shall be governed by
and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflict of laws. The parties hereto
declare that it is their intention that this Terms Document shall be
regarded as made under the laws of the State of Delaware and that the
laws of said State shall be applied in interpreting its provisions in
all cases where legal interpretation shall be required. Each of the
parties hereto agrees (a) that this Terms Document involves at least
$100,000.00, and (b) that this Terms Document has been entered into by
the parties hereto in express reliance upon 6 DEL. C. 2708. Each of
the parties hereto hereby irrevocably and unconditionally agrees (a) to
be subject to the jurisdiction of the courts of the State of Delaware
and of the federal courts sitting in the State of Delaware, and (b)(1)
to the extent such party is not otherwise subject to service of process
in the State of Delaware, to appoint and maintain an agent in the State
of Delaware as such party's agent for acceptance of legal process, and
(2) that, to the fullest extent permitted by applicable law, service of
process may also be made on such party by prepaid certified mail with a
proof of mailing receipt validated by the United States Postal Service
constituting evidence of valid service, and that service made pursuant
to (b)(1) or (2) above shall, to the fullest extent permitted by
applicable law, have the same legal force and effect as if served upon
such party personally within the State of Delaware.
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.
Section 1.05. Tax Opinion. The opinion described in clause
(d) of the definition of Issuer Tax Opinion set forth in Section 101 of
the Indenture shall not be applicable to the Class A(2002-11) Notes.
[END OF ARTICLE I]
Article II
The Class A(2002-11) Notes
Section 2.01. Creation and Designation. There is hereby
created a tranche of MBNAseries Class A Notes to be issued pursuant to
the Indenture and the MBNAseries Indenture Supplement to be known as
the "MBNAseries Class A(2002-11) Notes."
Section 2.02. Specification of Required Subordinated Amount
and other Terms.
(a) For the Class A(2002-11) Notes for any date of
determination, the Class A Required Subordinated Amount of Class B
Notes will be an amount equal to 8.82353% of (i) the Adjusted
Outstanding Dollar Principal Amount of the Class A(2002-11) Notes on
such date or (ii) if an Early Redemption Event with respect to the
Class A(2002-11) Notes shall have occurred, if an Event of Default and
acceleration of the Class A(2002-11) Notes shall have occurred or if
the Class A Usage of the Class B Required Subordinated Amount for such
tranche of Class A Notes is greater than zero, the Adjusted Outstanding
Dollar Principal Amount of the Class A(2002-11) Notes as of close of
business on the day immediately preceding the occurrence of such Early
Redemption Event, such Event of Default and acceleration or the date on
which the Class A Usage of Class B Required Subordinated Amount
exceeded zero.
(b) For the Class A(2002-11) Notes for any date of
determination, the Class A Required Subordinated Amount of Class C
Notes will be an amount equal to 8.82353% of (i) the Adjusted
Outstanding Dollar Principal Amount of the Class A(2002-11) Notes on
such date or (ii) if an Early Redemption Event with respect to the
Class A(2002-11) Notes shall have occurred, if an Event of Default and
acceleration of the Class A(2002-11) Notes shall have occurred or if
the Class A Usage of the Class C Required Subordinated Amount for such
tranche of Class A Notes is greater than zero, the Adjusted Outstanding
Dollar Principal Amount of the Class A(2002-11) Notes as of close of
business on the day immediately preceding the occurrence of such Early
Redemption Event, such Event of Default and acceleration or the date on
which the Class A Usage of Class C Required Subordinated Amount
exceeded zero.
(c) The Issuer may change the percentages set forth in
clause (a) or (b) above without the consent of any Noteholder so long
as the Issuer has (i) received written confirmation from each Note
Rating Agency that has rated any Outstanding Notes of the MBNAseries
that the change in either of such percentages will not result in a
Ratings Effect with respect to any Outstanding Class A(2002-11) Notes
and (ii) delivered to the Indenture Trustee and the Note Rating
Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.
Section 2.03. Interest Payment.
(a) For each Interest Payment Date, the amount of interest
due with respect to the Class A(2002-11) Notes shall be an amount equal
to the product of (i) 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 (ii) the Note Interest Rate, times (iii) the
Outstanding Euro Principal Amount of the Class A(2002-11) Notes
determined as of the Record Date immediately following the commencement
of such Interest Period.
(b) Notwithstanding any provision of Section 3.02(b) of the
Indenture Supplement to the contrary, the aggregate amount to be
deposited in the Interest Funding sub-Account for the Class A(2002-11)
Notes pursuant to Section 3.02(b) of the Indenture Supplement shall be
an amount equal to (i) for any Transfer Date prior to a Derivative
Agreement Termination, zero and (ii) for any Transfer Date after a
Derivative Agreement Termination, the Dollar Interest Payment.
(c) Notwithstanding any provision of Section 3.02(c) of the
Indenture Supplement to the contrary, the aggregate amount to be
deposited in the Interest Funding sub-Account for the Class A(2002-11)
Notes pursuant to Section 3.02(c) of the Indenture Supplement shall be
an amount equal to (i) for any Transfer Date prior to a Derivative
Agreement Termination, the Dollar Interest Payment less the aggregate
amount, if any, deposited directly into the Interest Funding sub-
Account pursuant to Section 2.13(c) for such Transfer Date and (ii) for
any Transfer Date after a Derivative Agreement Termination, zero.
(d) Pursuant to Section 3.13(b) of the Indenture Supplement,
on or prior to the date that is one TARGET Settlement Date prior to
each Interest Payment Date (or as soon thereafter as practicable)
occurring after the occurrence of a Derivative Agreement Termination,
the Indenture Trustee shall, at the direction of the Issuer, convert
the lesser of (i) the amount of Dollars that, when converted at the
then-prevailing Spot Exchange Rate, would equal the amount of interest
due to the Class A(2002-11) Noteholders pursuant to Section 2.03(a)
above on the related Interest Payment Date and (ii) the aggregate
amount on deposit in the Interest Funding sub-Account for the Class
A(2002-11) Notes, into Euros at the then-prevailing Spot Exchange Rate,
and deposit such converted amount into the Foreign Currency
Distribution Account. Any Dollar amounts remaining after the
application in the preceding sentence will be retained in the Interest
Funding sub-Account for the Class A(2002-11) Notes for application on
any subsequent Interest Payment Date.
(e) Notwithstanding any provision of Section 3.13(d) of the
Indenture Supplement to the contrary, for any Transfer Date following a
Derivative Agreement Termination, the amount of the payment to the
Derivative Counterparty pursuant to Section 3.13(d) is zero.
Section 2.04. Principal Payment.
(a) The amount of principal due with respect to the Class
A(2002-11) Notes on the Expected Principal Payment Date shall be an
amount equal to the Outstanding Euro Principal Amount; provided,
however, if an Acceleration Event occurs, such amount shall be due on
each Monthly Principal Accrual Date until the Class A(2002-11)
Termination Date.
(b) Notwithstanding any provision of Section 3.10(a) of the
Indenture Supplement to the contrary, the aggregate amount to be
deposited in the Principal Funding sub-Account for the Class A(2002-11)
Notes pursuant to Section 3.10(a) for each Principal Payment Date shall
be an amount equal to (i) for any Principal Payment Date prior to a
Derivative Agreement Termination, zero and (ii) for any Principal
Payment Date after a Derivative Agreement Termination, the Nominal
Liquidation Amount of the Class A(2002-11) Notes as of the close of
business on the last day of the preceding Monthly Period.
(c) Pursuant to Section 3.14(d) of the Indenture Supplement,
on or prior to the date that is one TARGET Settlement Date prior to
each Principal Payment Date (or as soon thereafter as practicable)
occurring after the occurrence of a Derivative Agreement Termination,
the Indenture Trustee shall, at the direction of the Issuer, convert
the lesser of (i) the amount of Dollars that, when converted at the
then-prevailing Spot Exchange Rate, would equal the Outstanding Euro
Principal Amount and (ii) the aggregate amount on deposit in the
Principal Funding sub-Account for the Class A(2002-11) Notes, into
Euros at the then-prevailing Spot Exchange Rate, and deposit such
converted amount into the Foreign Currency Distribution Account.
(d) Notwithstanding any provision of Section 3.10(e) of the
Indenture Supplement to the contrary, the aggregate amount to be
deposited in the Principal Funding sub-Account for the Class A(2002-11)
Notes pursuant to Section 3.10(e) of the Indenture Supplement shall be
an amount equal to (i) for any Dollar Principal Payment Date prior to a
Derivative Agreement Termination, the Dollar Principal Payment and (ii)
for any Transfer Date after a Derivative Agreement Termination, zero.
Section 2.05. Calculation Agents; Determination of EURIBOR
and LIBOR.
(a) The Issuer hereby agrees that for so long as any Class
A(2002-11) Notes are Outstanding, there shall at all times be an agent
appointed to calculate EURIBOR for each Interest Period (the "Euro
Calculation Agent"). The Issuer hereby initially appoints the
Indenture Trustee as the Euro Calculation Agent for purposes of
determining EURIBOR for each Interest Period for which EURIBOR is
required. The Euro Calculation Agent may be removed by the Issuer at
any time. If the Euro Calculation Agent is unable or unwilling to act
as such or is removed by the Issuer, or if the Euro Calculation Agent
fails to determine EURIBOR for an Interest Period for which EURIBOR is
required, the Issuer shall promptly appoint a replacement Euro
Calculation Agent that does not control or is not controlled by or
under common control with the Issuer or its Affiliates. The Euro
Calculation Agent may not resign its duties, and the Issuer may not
remove the Euro Calculation Agent, without a successor having been duly
appointed.
(b) On each EURIBOR Determination Date, the Euro Calculation
Agent shall determine EURIBOR on the basis of the rate for deposits in
Euros for a three-month period (or, following an Acceleration Event,
for a one-month period) which appears on Telerate Page 248 as of 11:00
a.m., Brussels time, on such date. If such rate does not appear on
Telerate Page 248, the rate for that EURIBOR Determination Date shall
be determined on the basis of the rates at which deposits in Euros are
offered by the Euro Reference Banks at approximately 11:00 a.m.,
Brussels time, on that day to prime banks in the Euro-zone interbank
market for a three-month period (or, following an Acceleration Event,
for a one-month period). The Euro Calculation Agent shall request the
principal Euro-zone office of each of the Euro Reference Banks to
provide a quotation of its rate. If at least two such quotations are
provided, the rate for that EURIBOR Determination Date shall be the
arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that EURIBOR Determination Date
will be the arithmetic mean of the rates quoted by major banks in the
Euro-zone, selected by the Beneficiary, at approximately 11:00 a.m.,
Brussels time, on that day for loans in Euros to leading European banks
for a three-month period (or, following an Acceleration Event, 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
(000) 000-0000 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 EURIBOR Determination Date, the Euro Calculation
Agent shall send to the Indenture Trustee and the Beneficiary, by
facsimile transmission, notification of EURIBOR for the following
Interest Period.
(e) The Issuer hereby agrees that for so long as any Class
A(2002-11) Notes are Outstanding, there shall at all times be an agent
appointed to calculate LIBOR for each Dollar Interest Accrual Period
(the "LIBOR Calculation Agent"). The Issuer hereby initially appoints
the Indenture Trustee as the LIBOR Calculation Agent for purposes of
determining LIBOR for each Dollar Interest Accrual Period. The LIBOR
Calculation Agent may be removed by the Issuer at any time. If the
LIBOR Calculation Agent is unable or unwilling to act as such or is
removed by the Issuer, or if the LIBOR Calculation Agent fails to
determine LIBOR for a Dollar Interest Accrual Period, the Issuer shall
promptly appoint a replacement LIBOR Calculation Agent that does not
control or is not controlled by or under common control with the Issuer
or its Affiliates. The LIBOR Calculation Agent may not resign its
duties, and the Issuer may not remove the LIBOR Calculation Agent,
without a successor having been duly appointed.
(f) On each LIBOR Determination Date, the LIBOR 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 LIBOR
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 LIBOR Calculation Agent shall request the principal London office
of each of the LIBOR 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.
(g) On each LIBOR Determination Date, the LIBOR Calculation
Agent shall send to the Indenture Trustee and the Beneficiary, by
facsimile transmission, notification of LIBOR for the following Dollar
Interest Accrual Periods.
(h) The Indenture Trustee hereby acknowledges and accepts
its duties as Calculation Agent (as such term is defined in the
Derivative Agreement) under the Derivative Agreement.
Section 2.06. Payments of Interest and Principal to Class
A(2002-11) Noteholders.
(a) On each Interest Payment Date or Principal Payment Date,
the Paying Agent shall distribute to each Class A(2002-11) Noteholder
in accordance with Section 2.06(b) and (c) such Class A(2002-11)
Noteholder's pro rata share (based on the aggregate principal amount
represented by the Class A(2002-11) Notes held by such Class A(2002-11)
Noteholder) of amounts on deposit in the Foreign Currency Distribution
Account as are payable to the Class A(2002-11) Noteholders.
(b) Distributions to Class A(2002-11) Noteholders with
respect to the Permanent Global Note will be made by the Paying Agent
to the Common Depositary, upon presentation (and, in the case of the
final distribution, the surrender) of such Permanent Global Note to the
Paying Agent by the Common Depositary, and the Paying Agent shall
endorse the Permanent Global Note to reflect the payment of any
principal or interest thereon.
(c) Distributions to Class A(2002-11) Noteholders with
respect to the Bearer Notes and the respective Coupons will be payable
only upon presentation and surrender of the Bearer Notes or the
respective Coupons, as the case may be, at the offices of the Paying
Agent outside the United States chosen by the Issuer and acceptable to
the Indenture Trustee. In the event that the amount of interest and/or
principal payable on any date is not so fully paid in respect of any
Bearer Notes or Coupons, as the case may be, upon presentation of such
instrument, the Paying Agent shall endorse such instrument to reflect
the reduction, if any, of the principal amount or interest payable in
respect thereof. At the option of the holders of such Bearer Notes and
the respective Coupons, and subject to the applicable laws and
regulations, such payments will be made by a Euro check drawn on a bank
in London or by transfer in same day funds to a Euro account maintained
by each such bearer with a bank located outside the United States. No
commissions or expenses shall be charged to the bearers of such Bearer
Notes or Coupons, as the case may be, in respect of such payments. A
Bearer Note or Coupon, as the case may be, may only be presented for
payment on a day on which commercial banks and foreign exchange markets
are open in the place of presentation. No further interest or other
payment shall be made as a consequence of such day falling after the
relevant Interest Payment Date. After the occurrence of the Expected
Principal Payment Date or an Early Redemption Event described in
Section 1201(c) of the Indenture or Section 2.12(a) of this Terms
Document, on each Interest Payment Date, the Bearer Notes, together
with all unmatured Coupons (and/or, prior to the exchange in full of
the Global Note for Bearer Notes, the Global Note) shall be presented
for payment on such date. On the date on which any Bearer Note becomes
payable in full, unmatured Coupons relating to such Bearer Note
(whether or not attached) shall, upon such date, become void and no
payment will be made in respect thereof and the bearer of such Bearer
Note shall only have the right to receive payment of the principal
thereof together with accrued interest to such date. If a Bearer Note
is presented for payment of principal on any such date without all the
related unmatured Coupons attached, the bearer of such Bearer Note may
be required to deliver such security or indemnity as is reasonably
required by the Indenture Trustee or the Paying Agent, on behalf of the
Indenture Trustee.
(d) If payment at the offices of the Paying Agent outside
the United States becomes illegal or is effectively precluded because
of the imposition of exchange controls or other similar restrictions on
the full payment or receipt of such amounts in Euros, payments with
respect to the Class A(2002-11) Notes and its Coupons will be made at
the office of the Paying Agent in New York City. Any money paid by the
Issuer to the Paying Agent for the payment of the Class A(2002-11)
Notes or its Coupons, as the case may be, which remains unclaimed for
two years after such amount has become due and payable will be returned
to the Issuer and claims in respect of such amount shall become void
and no payment shall be made in respect thereof. Except as provided by
the second preceding sentence, no demand for payment or payment on any
Class A(2002-11) Notes or its Coupons, as the case may be, may be made
at any office of the Paying Agent or the Indenture Trustee in the
United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States.
(e) The Class A(2002-11) Noteholders shall only be entitled
to payments from the Foreign Currency Distribution Account. The right
of the Class A(2002-11) Noteholders to receive payments from the Issuer
will terminate on the Class A(2002-11) Termination Date.
Section 2.07. Form of Delivery of Class A(2002-11) Notes;
Denominations.
(a) The Class A(2002-11) Notes shall initially be delivered
in the form of a Temporary Global Note in bearer form, without interest
coupons as provided in Sections 205 and 301(i) of the Indenture, in the
denomination of the entire aggregate Euro principal amount of the Class
A(2002-11) Notes and substantially in the form set forth in Exhibit X-
0. The Temporary Global Note will be authenticated and delivered by
the Indenture Trustee or its agent to the Common Depositary outside the
United States for credit to the respective accounts of the Foreign
Depositories and will be exchanged as described in Section 2.15 for a
single Permanent Global Note in bearer form without interest coupons
substantially in the form of Exhibit A-2. No interest will be paid in
respect of any interest in the Class A(2002-11) Temporary Global Notes
and no exchange of an interest in the Class A(2002-11) Temporary Global
Note for an interest in a Permanent Global Note may occur until the
person entitled to receive such interest in the Permanent Global Note
provides certification as to non-U.S. beneficial ownership as provided
in Section 205 of the Indenture.
(b) The Class A(2002-11) Notes will be issued in minimum
denominations of ?1,000 and integral multiples of that amount.
Section 2.08. Delivery and Payment for the Class A(2002-11)
Notes. The Issuer shall execute and deliver the Class A(2002-11) Notes
to the Indenture Trustee for authentication, and the Indenture Trustee
shall deliver the Class A(2002-11) Notes when authenticated, each in
accordance with Section 303 of the Indenture.
Section 2.09. 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.
Section 2.10. Derivative Agreement.
(a) The Issuer shall enter into the Derivative Agreement,
certain terms of which are set forth herein for the convenience of the
parties thereto for incorporation therein by reference, with the
Derivative Counterparty on the Issuance Date. Pursuant to the terms of
the Derivative Agreement, the Derivative Counterparty shall pay to the
Issuer on each Counterparty Payment Date, all Euro amounts owing from
the Derivative Counterparty. The Issuer shall deposit such amounts
into the Foreign Currency Distribution Account and shall apply such
amounts in accordance with Section 2.06(a). In addition, in accordance
with the terms of the Derivative Agreement, the Issuer shall pay to the
Derivative Counterparty all dollar amounts available for payment to the
Derivative Counterparty pursuant to Sections 3.13(d) and 3.14(b) of the
Indenture Supplement on each Dollar Interest Payment Date and Dollar
Principal Payment Date, respectively. If the Derivative Agreement has
not been terminated and the Issuer has not received any amount owing
from the Derivative Counterparty with respect to the related
Counterparty Payment Date prior to 10:00 a.m. on the date such payment
is due, the Issuer shall notify the Derivative Counterparty, the
Beneficiary and the Servicer of such fact prior to 12:00 p.m. on such
date. If the Issuer has not received any amount owing from the
Derivative Counterparty within the applicable grace period provided
pursuant to the terms of the Derivative Agreement, the Issuer, if
directed by the Servicer, shall designate an Early Termination Date (as
such term is defined in the Derivative Agreement) pursuant to the
Derivative Agreement and shall, if the Beneficiary so directs,
terminate the Derivative Agreement pursuant to its terms, and the
Issuer shall provide the Indenture Trustee, as soon as practicable
thereafter, with new statements substantially in the forms of Exhibit B
and Exhibit C to the Indenture Supplement revised, if necessary, to
reflect that the amount due from the Derivative Counterparty (or any
portion thereof) was not received by the Issuer for such Counterparty
Payment Date.
(b) The parties hereto agree that all obligations of the
Issuer under the Derivative Agreement shall be paid from, and limited
to, amounts on deposit in the Interest Funding sub-Account and the
Principal Funding sub-Account for the Class A(2002-11) Notes which are
specifically available to be applied therefor pursuant to Sections
3.13(d) and 3.14(b) of the Indenture Supplement, as determined pursuant
to Sections 2.03(c), 2.04(d) and 2.14 of this Terms Document,
respectively, and (with respect to any termination payment payable by
the Issuer to the Derivative Counterparty) in the Derivative Reserve
Account and that the Beneficiary shall not be required to expend or
risk its own funds or otherwise incur any liability in connection with
the Derivative Agreement.
(c) If the Issuer has actual knowledge of any event
specified in Section 5 of the Derivative Agreement, the Issuer shall
provide written notice of such event to the Beneficiary, the Servicer
and the Note Rating Agencies. The Beneficiary, upon becoming aware of
any event specified in Section 5 of the Derivative Agreement, whether
pursuant to notice from the Issuer or otherwise, shall immediately
provide the Issuer with written instructions as to the course of action
to be taken under Section 6 of the Derivative Agreement, including
without limitation any notices to be provided and whether or not an
Early Termination Date (as defined in the Derivative Agreement) should
be designated and, if so, when such Early Termination Date should be
designated. Prior to receiving such written instructions from the
Beneficiary, the Issuer shall not designate an Early Termination Date
and shall not terminate the Derivative Agreement.
(d) At the request of the Issuer, the Beneficiary shall
provide the Issuer with any document the Issuer is required to provide
the Derivative Counterparty pursuant to Section 4(a) of the Derivative
Agreement.
(e) Notwithstanding any limitations on principal payments or
deposits to the Principal Funding sub-Account of the Class A(2002-11)
Notes to the contrary, including without limitation Section 503(b) of
the Indenture and Section 3.15(b) of the Indenture Supplement, and
notwithstanding any requirements of Sections 2.10(a) and 2.11(b) to the
contrary, in the event that on any date the Issuer has received any
amounts from the Derivative Counterparty due to a Derivative Agreement
Termination, the Indenture Trustee shall, on such date, deposit such
amounts in the Principal Funding sub-Account for the Class A(2002-11)
Notes. Any such amount deposited into the Principal Funding sub-
Account for the Class A(2002-11) Notes will be available for conversion
into Euros by the Indenture Trustee at the Spot Exchange Rate for
payment to the Class A(2002-11) Noteholders on the next following
Interest Payment Date. In addition, any such amount will not be
treated as amounts on deposit in the Principal Funding sub-Account for
the Class A(2002-11) Notes for purposes of determining the targeted
deposits to such sub-Account pursuant to Section 3.10 of the Indenture
Supplement or determining the Nominal Liquidation Amount of the Class
A(2002-11) Notes or the Prefunding Target Amount of any tranche of
Notes.
(f) Notwithstanding any provision of Section 3.14(g) of the
Indenture Supplement to the contrary, upon payment in full of the
Outstanding Euro Principal Amount of the Class A(2002-11) Notes, any
remaining amount on deposit in the Principal Funding sub-Account for
the Class A(2002-11) Notes will be (i) first, deposited into the
Interest Funding sub-Account for the Class A(2002-11) notes in an
amount up to the amount that when added to the amount then on deposit
in such sub-Account would equal the amount that, when converted into
Euros at the Spot Exchange Rate, would equal the amount of interest due
to the Class A(2002-11) Noteholders on the related Interest Payment
Date pursuant to Section 2.03(a), (ii) second, allocated among and
deposited to the Interest Funding sub-Accounts of the other tranches of
Notes in the manner, order and priority set forth in Section 3.03(b),
(iii) third, allocated among and deposited to the Principal Funding
sub-Accounts of the tranches of Notes in the manner, order and priority
set forth in Section 3.11(b), and (iv) fourth, paid to the Issuer.
(g) Unless otherwise specified in the Derivative Agreement,
any amounts received by the Issuer from a Reference Market-maker (as
such term is defined in the Derivative Agreement) that are owed to the
Derivative Counterparty under the terms of the Derivative Agreement
(i) shall be paid directly to the Derivative Counterparty and
(ii) shall not be included as MBNAseries Available Funds or MBNAseries
Available Principal Amounts.
Section 2.11. Foreign Currency Distribution Account.
(a) On or before the Issuance Date, the Indenture Trustee
will cause to be established and maintained with the Paying Agent, in
London, in the name of the Indenture Trustee, an account denominated as
the "Foreign Currency Distribution Account" bearing a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Class A(2002-11) Noteholders. The Foreign Currency
Distribution Account shall be under the sole dominion and control of
the Indenture Trustee for the benefit of the Class A(2002-11)
Noteholders. The Paying Agent shall have the revocable authority to
make withdrawals from the Foreign Currency Distribution Account.
(b) If, notwithstanding the terms of the Derivative
Agreement, the Indenture Trustee receives any amounts paid by the
Derivative Counterparty (rather than such payment being deposited
directly into the Foreign Currency Distribution Account by the
Derivative Counterparty pursuant to the terms of the Derivative
Agreement), the Indenture Trustee shall immediately notify the
Beneficiary of such receipt and shall, at the written instructions of
the Beneficiary, deposit such amount into the Foreign Currency
Distribution Account.
(c) On each Interest Payment Date or Principal Payment Date,
as applicable, the Paying Agent shall pay in accordance with Section
2.06(a) to the Class A(2002-11) Noteholders from the Foreign Currency
Distribution Account the amounts deposited into the Foreign Currency
Distribution Account pursuant to the terms of the Derivative Agreement
and Section 2.10 (or, following the occurrence of a Derivative
Agreement Termination, pursuant to Section 2.03(b), Section 2.03(e) and
Section 2.04(b) with respect to such Interest Payment Date or Principal
Payment Date, respectively).
(d) The Issuer shall notify Standard & Poor's and Moody's if
the Paying Agent holding the Foreign Currency Distribution Account
resigns or is replaced or if its short-term, senior unsecured debt
rating is withdrawn or reduced below "A-l+" or "P-l" by Standard &
Poor's or Moody's, respectively.
Section 2.12. Early Redemption Events; Events of Default.
(a) In addition to the events identified as Early Redemption
Events in Section 1201 of the Indenture and Section 4.01 of the
Indenture Supplement, the occurrence of any of the following shall be
an "Early Redemption Event" with respect to the Class A(2002-11) Notes:
(i) a Derivative Agreement Termination;
(ii) a Swap Downgrade Event;
(iii) the Beneficiary determines that the Issuer has or
will become obligated to deduct or withhold amounts ("Withholding Tax")
from payments to be made to the Class A(2002-11) Noteholders for or on
account of any tax, assessment or other governmental charge by the
United States or any political subdivision or taxing authority thereof
or therein on any amounts due to the Class A(2002-11) Noteholders, as a
result of any change in, or amendment to, the laws (or any regulations
or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or any
change in official position regarding the application or interpretation
of such laws, regulations or rulings (including a change in the law or
in the official application or interpretation of the law of any
jurisdiction), other than any such change or amendment which results in
the recharacterization of the Class A(2002-11) Notes as not
constituting indebtedness for United States federal income tax
purposes, which change or amendment becomes effective on or after the
Issuance Date, provided that such obligation to deduct or withhold
cannot be avoided prior to the imposition of any such Withholding Tax
by the use of reasonable measures available to the Issuer and that in
the opinion of the Beneficiary, which opinion shall be rendered in good
faith, will not either (i) have a material adverse impact upon the
conduct of the business of the Seller or (ii) have an adverse effect
on, or result in a Note Rating Agency's reducing or withdrawing its
rating of, the Notes or any other Outstanding series, class or tranche,
and provided that if the effective date of the foregoing change or
amendment is a date that is 90 days or more from the date of the
Beneficiary's determination, such Early Redemption Event shall be
deemed to occur on the Transfer Date in the month that is three
calendar months prior to the month in which the effective date of such
change or amendment occurs; otherwise, such Early Redemption Event
shall be deemed to occur on the first Transfer Date on or following the
Beneficiary's determination. The Beneficiary's determination will be
evidenced by delivery to the Indenture Trustee of (x) a certificate
setting forth a statement of facts showing that such Early Redemption
Event has occurred or will occur and (y) an opinion of independent tax
counsel to such effect based on such statement of facts; or
(iv) the Beneficiary determines that payments to the Class
A(2002-11) Noteholders on the next succeeding Interest Payment Date or
Principal Payment Date made outside the United States by the Indenture
Trustee, the Beneficiary or the Paying Agent in respect of any Class
A(2002-11) Note or Coupon would, under any present or future law or
regulation of the United States, be subject to any certification,
documentation, information or other reporting requirement of any kind,
the effect of which requirement is the disclosure to the Indenture
Trustee, the Beneficiary, the Paying Agent or any governmental
authority of the nationality, residence or identity of a Class A(2002-
11) Noteholder who is a United States Alien (other than such a
requirement (i) which would not be applicable to a payment made by the
Indenture Trustee, the Beneficiary or by the Paying Agent (x) directly
to such Class A(2002-11) Noteholder or (y) to a custodian, nominee or
other agent of such Noteholder, (ii) which can be satisfied by such
custodian, nominee or other agent certifying that such Class A
Noteholder is a United States Alien, provided that in any case referred
to in clauses (i)(y) or (ii) payment by the custodian, nominee or agent
to such Class A(2002-11) Noteholder is not otherwise subject to any
such requirement or (iii) which would not be applicable to a payment
made by at least one other Paying Agent).
(b) Notwithstanding any provision of the Indenture or the
Indenture Supplement to the contrary, upon the occurrence of an
Accumulation Event, provided an Acceleration Event shall not have
occurred on or prior to the occurrence of such Accumulation Event, then
the Issuer will not pay any amounts accumulated in the Principal
Funding sub-Account for the Class A(2002-11) Notes to the Derivative
Counterparty or the holders of the Class A(2002-11) Notes until the
Monthly Principal Accrual Date occurring on or immediately following
the date on which an Acceleration Event occurs.
(c) Following a Derivative Agreement Termination:
(i) a default by the Issuer in the payment of
interest on the Class A(2002-11) Notes when such interest
becomes due and payable shall not be an Event of Default
under Section 701(a) of the Indenture unless and until the
Issuer fails to pay the Outstanding Euro Principal Amount
of the Class A(2002-11) Notes on the Legal Maturity Date;
and
(ii) a default by the Issuer in the deposit of the
Dollar Interest Payment into the Interest Funding sub-
Account for the Class A(2002-11) Notes on the related
Transfer Date, and continuance of such default for a period
of thirty-five (35) days following such Transfer Date, will
be an Event of Default under the Indenture with respect to
the Class A(2002-11) Notes.
Section 2.13. Derivative Reserve Account.
(a) On or before the Issuance Date, the Indenture Trustee
will cause to be established and maintained a Qualified Account
denominated as the "Derivative Reserve 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 Derivative
Counterparty, as their interests appear herein. The Indenture Trustee
hereby accepts the Derivative Reserve Account and any amounts on
deposit therein in trust under the Indenture, the Indenture Supplement
and this Terms Document, in accordance with the provisions thereof and
hereof. The Derivative Reserve Account constitutes a Supplemental
Account and shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Derivative Counterparty. If,
at any time, the institution holding the Derivative Reserve Account
ceases to be a Qualified Institution, the Issuer will within ten (10)
Business Days (or such longer period, not to exceed thirty (30)
calendar days, as to which each Note Rating Agency may consent)
establish a new Derivative Reserve Account that is a Qualified Account
and shall transfer any cash and/or investments to such new Derivative
Reserve Account. From the date such new Derivative Reserve Account is
established, it will be the "Derivative Reserve Account." The
Derivative Reserve Account will receive deposits as described in this
Section.
(b) On the Issuance Date, the Issuer shall deposit an amount
equal to the Required Derivative Reserve Amount received by it from the
Beneficiary in immediately available funds into the Derivative Reserve
Account. Funds on deposit in the Derivative Reserve Account shall be
invested by the Indenture Trustee in Permitted Investments; provided,
however, that, for purposes of the investment of funds on deposit in
the Derivative Reserve Account, references in the definition of
"Permitted Investments" to a rating of "A-1+" by Standard & Poor's
shall be modified to require a rating of not lower than "A-1" by such
Note Rating Agency.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Derivative Reserve Account shall be
retained in the Derivative Reserve Account (to the extent that the
amount on deposit in the Derivative Reserve Account (prior to taking
into account any such interest and earnings) is less than the Required
Derivative Reserve Amount) and the balance, if any, shall be paid to
the Issuer on such Transfer Date.
(c) On or prior to each Transfer Date following the
occurrence of an Accumulation Event, the Issuer will calculate PFA
Accumulation Earnings Shortfall (if any) for the Principal Funding sub-
Account for the Class A(2002-11) Notes. If there is any PFA
Accumulation Earnings Shortfall for the Principal Funding sub-Account
for that Transfer Date for the Class A(2002-11) Notes, the Issuer will
withdraw such amount from the Derivative Reserve Account, to the extent
available, for deposit in the Interest Funding sub-Account for the
Class A(2002-11) Notes on such Transfer Date.
(d) If on any Transfer Date following the termination of the
Derivative Agreement pursuant to the terms thereof there is a
termination payment payable by the Issuer to the Derivative
Counterparty pursuant to Section 6 of the Derivative Agreement, the
Issuer will pay to the Derivative Counterparty directly, without
transfer to any other account, any amount on deposit in the Derivative
Reserve Account (after giving effect to Section 2.13(c)); provided,
however, that such amount shall not exceed the amount of such
termination payment payable by the Issuer to the Derivative
Counterparty.
Section 2.14. Termination Payments.
(a) If on the Transfer Date immediately following a
Derivative Agreement Termination there is a termination payment payable
by the Issuer to the Derivative Counterparty pursuant to Section 6 of
the Derivative Agreement, the Issuer will pay to the Derivative
Counterparty from MBNAseries Available Funds (after giving effect to
Sections 3.01(a) through (f) of the Indenture Supplement and Section
2.03(c) of this Terms Document) for such Transfer Date an amount not to
exceed the lesser of (i) the product of (x) the amount of MBNAseries
Available Funds remaining for application pursuant to Section 3.01(g)
of the Indenture Supplement times (y) a fraction, the numerator of
which is the Nominal Liquidation Amount of the Class A(2002-11) 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 tranches of Notes as of the close of business on the last day of
the preceding Monthly Period, minus the sum of any transfer to the
Indenture Trustee pursuant to Section 2.03(c) of this Terms Document on
such Transfer Date, and (ii) the amount of such termination payment
payable by the Issuer to the Derivative Counterparty, less any amounts
paid to the Derivative Counterparty pursuant to Section 2.13(d).
(b) Any termination payment owed to the Derivative
Counterparty pursuant to Section 6 of the Derivative Agreement shall be
made first from any amounts available pursuant to Section 2.13(d) and,
if such termination payment owed exceeds the amounts available pursuant
to Section 2.13(d) of this Terms Document, then from any amounts
available pursuant to Section 2.14(a) of this Terms Document.
Section 2.15. Class A(2002-11) Temporary Global Note.
(a) Notwithstanding anything to the contrary in the
Indenture, the Indenture Supplement or this Terms Document, the Class
A(2002-11) Notes will initially be issued in the form of a single
temporary global note (the "Class A(2002-11) Temporary Global Note") in
bearer form, without interest coupons, in the denomination of the
entire Euro aggregate principal amount of the Class A(2002-11) Notes
and substantially in the form set forth in Exhibit A-1. The Class
A(2002-11) Temporary Global Note will be authenticated and delivered
outside the United States by the Indenture Trustee or its agent to the
Common Depositary in its capacity as such for credit to the respective
accounts of the Foreign Depositaries and will be exchanged as described
in Section 2.16(a) for a single permanent global note (the "Class
A(2002-11) Permanent Global Note") in bearer form, without interest
coupons, substantially in the form of Exhibit A-2.
(b) No interest will be paid in respect of any interest in
the Class A(2002-11) Temporary Global Note and no exchange of an
interest in the Class A(2002-11) Temporary Global Note for an interest
in the Class A(2002-11) Permanent Global Note may occur until the
person entitled to receive such interest in the Class A(2002-11)
Permanent Global Note provides certification as to non-U.S. beneficial
ownership as provided in Section 2.16.
Section 2.16. Exchange of Class A(2002-11) Temporary Global
Note for Class A(2002-11) Permanent Global Note.
(a) X.X. Xxxxxx Securities Ltd. shall, upon its
determination of the Exchange Date, so advise the Indenture Trustee,
the Beneficiary, the Common Depositary and each Foreign Depositary
forthwith. On or after the Exchange Date, the Class A(2002-11)
Temporary Global Note may be exchanged, in whole or in part (free of
charge), for the Class A(2002-11) Permanent Global Note in the form set
out in Exhibit A-2 upon presentation of the Class A(2002-11) Temporary
Global Note by the bearer thereof at the offices of the Paying Agent in
London (or at such other place outside the United States as the Paying
Agent may agree), and the Indenture Trustee or its agent shall make the
Class A(2002-11) Permanent Global Note available promptly on or after
the Exchange Date in connection with such exchange. The Class A(2002-
11) Permanent Global Note shall be authenticated and delivered outside
the United States by the Indenture Trustee or its agent in exchange for
only that portion of the Class A(2002-11) Temporary Global Note in
respect of which there shall have been presented to the Indenture
Trustee by the Common Depositary, a certificate, substantially in the
form set out in Exhibit C-1, that the Indenture Trustee and the Foreign
Depositary have no reason to know is false, to the effect that the
Common Depositary has received from or in respect of a person entitled
to a particular principal amount of the Class A(2002-11) Notes (as
shown by its records) a certificate from such person in or
substantially in the form of Exhibit C-2. The Class A(2002-11)
Permanent Global Note to be delivered in exchange for any portion of
the Class A(2002-11) Temporary Global Note shall be delivered to the
Common Depositary outside the United States for credit to the
respective accounts of the Foreign Depositaries.
On any redemption, purchase, exchange or cancellation of
any of the Class A(2002-11) Notes represented by the Class A(2002-11)
Temporary Global Note, details of such redemption, purchase, exchange
or cancellation shall be entered by the Paying Agent on behalf of the
Indenture Trustee in Schedule A to such Class A(2002-11) Temporary
Global Note recording any such redemption, purchase, exchange or
cancellation. Upon any such redemption, purchase, exchange or
cancellation, the principal amount of the Class A(2002-11) Temporary
Global Note and any Class A(2002-11) Notes represented by the Class
A(2002-11) Temporary Global Note shall be reduced by the principal
amount so redeemed, purchased, exchanged or cancelled.
On an exchange of the whole of the Class A(2002-11)
Temporary Global Note, the Class A(2002-11) Temporary Global Note shall
be surrendered to the Paying Agent in London for cancellation and
destruction. On an exchange of only part of the Class A(2002-11)
Temporary Global Note, details of such exchange shall be entered by the
Paying Agent on behalf of the Indenture Trustee on Schedule A to the
Class A(2002-11) Temporary Global Note, and further exchanges may be
effected, without the issue of a new Class A(2002-11) Permanent Global
Note, by the Indenture Trustee or its agent endorsing Schedule A of the
Class A(2002-11) Permanent Global Note previously issued to reflect an
increase in the aggregate Euro principal amount of the Class A(2002-11)
Permanent Global Note which would otherwise have been issued on such
exchange.
(b) The delivery to the Indenture Trustee by any Foreign
Depositary of any written statement referred to above may be relied
upon by the Issuer, the Beneficiary and the Indenture Trustee as
conclusive evidence that a corresponding certification or
certifications has or have been delivered to such Foreign Depositary
pursuant to the terms of this Terms Document.
Section 2.17. Exchange of Class A(2002-11) Permanent Global
Notes for Class A(2002-11) Bearer Notes. If (i) the Common Depositary
or any Foreign Depositary is closed for business for a continuous
period of 14 days (other than by reason of a holiday, statutory or
otherwise) or announces an intention permanently to cease business and
no alternative common depositary or clearance system satisfactory to
the Issuer is available, (ii) as a result of any amendment to, or
change in, the laws or regulations of the United States or of any
authority therein or thereof having power to tax, or in the
interpretation or administration of such laws or regulations, which
becomes effective on or after the Issuance Date, the Issuer, the
Indenture Trustee or any Paying Agent is or will be required to make
any deduction or withholding from any payment in respect of the Class
A(2002-11) Notes which would not be required were the Class A(2002-11)
Notes in definitive bearer form, (iii) the Issuer so elects by notice
to the Class A(2002-11) Noteholders or (iv) a holder of an interest in
a Class A(2002-11) Permanent Global Note delivers notice to the Issuer
requesting delivery of definitive Notes in bearer form with the
applicable Coupons attached thereto in exchange for its interest in
such Class A(2002-11) Permanent Global Note, then the Issuer will,
within 45 days of the occurrence of the relevant event in (i), (ii),
(iii) or (iv) above, execute and deliver to the Indenture Trustee's
designated agent for authentication outside the United States,
definitive Class A(2002-11) bearer notes in the form of Exhibit A-3
(the "Class A(2002-11) Bearer Notes"). All Class A(2002-11) Bearer
Notes so issued and delivered will have coupons attached substantially
in the form of Exhibit B-1 and a special coupon substantially in the
form of Exhibit B-2 (collectively, the "Coupons"). The Class A(2002-
11) Permanent Global Notes may be exchanged for an equal aggregate
principal amount of the Class A(2002-11) Bearer Notes only on or after
the Exchange Date. Notwithstanding the foregoing, no holder of an
interest in a Class A(2002-11) Temporary Global Note will have any
right to receive a Class A(2002-11) Bearer Note in exchange for such
interest prior to the Exchange Date and prior to certification (in the
manner provided in Section 2.16) that either such holder is not a
United States person or is otherwise a permitted holder.
On any redemption, purchase, exchange or cancellation of
any of the Class A(2002-11) Notes represented by the related Class
A(2002-11) Permanent Global Note, details of such redemption, purchase,
exchange or cancellation shall be entered by the Paying Agent on behalf
of the Indenture Trustee in Schedule B to such Class A(2002-11)
Permanent Global Note, recording any such redemption, purchase,
exchange or cancellation. Upon any such redemption, purchase, exchange
or cancellation, the principal amount of such Class A(2002-11)
Permanent Global Note and the Class A(2002-11) Notes represented by
such Class A(2002-11) Permanent Global Note shall be reduced or
increased, as appropriate, by the principal amount so redeemed,
purchased, exchanged or cancelled.
The Class A(2002-11) Permanent Global Note may be
exchanged, in whole, for security-printed Class A(2002-11) Bearer Notes
in denominations of ?1,000. Such exchange will be made upon
presentation of the Class A(2002-11) Permanent Global Note by the
bearer thereof on any TARGET Settlement Date at the principal office of
the Paying Agent in London. On an exchange of the whole of a Class
A(2002-11) Permanent Global Note, such Class A(2002-11) Permanent
Global Note shall be surrendered to the Paying Agent in London. The
Class A(2002-11) Bearer Notes to be delivered in exchange for the Class
A(2002-11) Permanent Global Note shall be delivered only outside the
United States.
The following legend will appear in English on all Class
A(2002-11) Bearer Notes and Coupons:
"Any United States Person who holds this obligation will be
subject to the limitations under United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of
the United States Internal Revenue Code. Terms used in the preceding
sentence will have the meanings given to them by the United States
Internal Revenue Code of 1986, as amended, and the regulations
thereunder."
Any exchange as provided in this Section shall be made free
of charge to the holders and the beneficial owners of the Class A(2002-
11) Permanent Global Note and to the beneficial owners of the Class
A(2002-11) Bearer Notes issued in exchange, except that a person
receiving a Class A(2002-11) Bearer Note must bear the cost of
insurance, postage, transportation and the like in the event that such
person does not receive such Class A(2002-11) Bearer Note in person at
the offices of the applicable Foreign Depositary.
Until the exchange of the Class A(2002-11) Permanent Global
Note as aforesaid, the bearer thereof shall in all respects be entitled
to the same benefits as if it were the bearer of Class A(2002-11)
Bearer Notes and the applicable Coupons attached thereto.
Section 2.18. Monthly Payment Coupons. Following the
occurrence of an Acceleration Event and upon the surrender of a Class
A(2002-11) Bearer Note, and all unmatured Coupons appertaining thereto
(or in the case of missing unmatured Coupons, cash in an amount due
under such missing unmatured Coupons (based upon the Note Interest Rate
for the first Interest Period ending after the occurrence of such Early
Redemption Event)) to the Indenture Trustee at its office outside the
United States or any Paying Agent, the Holder of such Class A(2002-11)
Bearer Note shall receive coupons in the form of Exhibit B-3 (the
"Monthly Payment Coupons") entitling such Holder to receive monthly
payments of principal and interest on each Interest Payment Date and
Principal Payment Date thereafter. Such Holder shall receive one
Monthly Payment Coupon for each Interest Payment Date and Principal
Payment Date during the period from the date of such surrender to the
Legal Maturity Date. Any amounts paid as cash in lieu of missing
unmatured coupons will be paid upon surrender of the missing Coupons.
Section 2.19. Class A(2002-11) Notes Tax Treatment. To the
extent that the Class A(2002-11) Notes issued hereunder are not
accorded the treatment intended as expressed in Section 1404 of the
Indenture as debt denominated in Euro, the Indenture Trustee by
entering into this Terms Document and each Class A(2002-11) Noteholder
by its acceptance of its Class A(2002-11) Note hereby identify the
Class A(2002-11) Noteholder's interest in (i) the Outstanding Dollar
Principal Amount and Dollar Interest Payment payable with respect
thereto (the "Class A(2002-11) Hypothetical Dollar Security") and (ii)
the Derivative Agreement for purposes of United States Internal Revenue
Code Section 988(d) (2) (B) and United States Treasury regulation
section 1.988-5(a) (8) as a "qualified hedging transaction," as defined
in United States Treasury regulation section 1.988-5(a)(1). For such
purposes: (i) the Class A(2002-11) Hypothetical Dollar Security
represents a qualifying debt instrument and the Derivative Agreement a
hedge; (ii) the qualifying debt instrument and hedge were acquired and
entered into, respectively, as of the Issuance Date (or, in the case of
any subsequent acquisition of a Class A(2002-11) Note, as of the date
of such subsequent acquisition); (iii) the qualifying debt instrument
and hedge are hereby identified as constituting a qualified hedging
transaction; (iv) no amount must be deferred by reason of legging into
integrated treatment; (v) the qualified debt instrument is described by
the definitions of Outstanding Dollar Principal Amount and Dollar
Interest Payment and the definitions relating thereto contained herein,
and the hedge is described by the definition of Derivative Agreement
herein; and (vi) the cash flow resulting from the treatment of the
qualifying debt instrument and hedge as a qualified hedging transaction
is the Euro cash flow that is payable under the terms of the Class
A(2002-11) Notes, as defined and described herein.
Section 2.20. Appointment of Authenticating Agent. The
Issuer hereby appoints The Bank of New York, London Branch to act as
Authenticating Agent pursuant to Section 814 of the Indenture.
[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 Delaware 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 Delaware 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/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity
By: _/s/ Xxxxxxxxx
Shedd________________________
Xxxxxxxxx Xxxxx
Assistant Vice President
[Signature Page to the Class A(2002-11) Terms Document]
EXHIBIT A-1
[FORM OF] CLASS A(2002-11) TEMPORARY GLOBAL NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN) EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE INDENTURE (AS DEFINED HEREIN).
THIS NOTE IS A CLASS A(2002-11) TEMPORARY GLOBAL NOTE,
WITHOUT COUPONS, EXCHANGEABLE FOR A CLASS A(2002-11) PERMANENT
GLOBAL NOTE IN BEARER FORM WITHOUT COUPONS. THE RIGHTS ATTACHING
TO THIS CLASS A(2002-11) TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN
THE INDENTURE.
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS CLASS
A(2002-11) TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS
AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY
INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER
TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
?500,000,000 Common Code: ______
ISIN: ______
MBNA CREDIT CARD MASTER NOTE TRUST
FLOATING RATE
MBNASERIES CLASS A(2002-11) NOTE
MBNA Credit Card Master Note Trust, a statutory trust created
under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to the bearer
hereof, subject to the following provisions, a principal sum of
?500,000,000 payable on the second TARGET Settlement Date following the
October 2009 Distribution Date (the "Expected Principal Payment Date"),
except as otherwise provided below or in the Indenture (as defined on
the reverse hereof); provided, however, that the entire unpaid
principal amount of this Class A(2002-11) Temporary Global Note (this
"Note" or the "Class A(2002-11) Temporary Global Note") shall be due
and payable on the second TARGET Settlement Date following the March
2012 Distribution Date (the "Legal Maturity Date"). However, if a
Derivative Agreement Termination occurs, the Legal Maturity Date will
be the earlier of (i) the second TARGET Settlement Date following the
March 2012 Distribution Date and (ii) the Interest Payment Date (as
defined on the reverse hereof) occurring in the forty-second Monthly
Period following such Derivative Agreement Termination. Interest will
accrue on this Note from the date of its issuance at the rate of 0.25%
per annum in excess of EURIBOR, as more specifically set forth in the
Class A(2002-11) Terms Document, dated as of October 30, 2002 (the
"Terms Document"), between the Issuer and the Indenture Trustee, and
shall be due and payable on each Interest Payment Date. Interest will
be computed on the basis of the actual number of days in the related
Interest Period and the denominator of which is 360. Subject to the
terms of the Indenture (as defined on the reverse hereof), interest on
the Class A(2002-11) Notes will be distributed on the second TARGET
Settlement Date immediately following the Distribution Date in each
January, April, July and October, commencing with the January 2003
Distribution Date (each, an "Interest Payment Date"). However, if an
Acceleration Event occurs, the second TARGET Settlement Date following
the Distribution Date occurring in each month, commencing with the
month immediately following the month in which such Acceleration Event
occurs, will be an Interest Payment Date. Such principal of and
interest on this Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the European Community as at the time of payment is
legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the
unpaid principal of this Note.
Interest payable on any Interest Payment Date with respect to the
portion of this Class A(2002-11) Temporary Global Note not exchanged
for the Class A(2002-11) Permanent Global Note shall be held by the
Paying Agent for payment (without interest accrued thereon) with
delivery of the Class A(2002-11) Permanent Global Note related thereto.
Subject to the previous sentence, until exchanged in full, this Class
A(2002-11) Temporary Global Note shall in all other respects be
entitled to the same benefits as the Class A(2002-11) Permanent Global
Note under the Indenture. The Paying Agent shall make a notation on
Schedule A hereto of any payment made with delivery of the Class
A(2002-11) Permanent Global Note related thereto.
On any redemption, purchase, exchange or cancellation of any of
the Class A(2002-11) Notes represented by this Class A(2002-11)
Temporary Global Note, details of such redemption, purchase, exchange
or cancellation shall be entered by or on behalf of the Indenture
Trustee in Schedule A hereto recording any such redemption, purchase,
exchange or cancellation and shall be signed by or on behalf of the
Indenture Trustee. Upon any such redemption, purchase, exchange or
cancellation, the principal amount of this Class A(2002-11) Temporary
Global Note and any Class A(2002-11) Notes represented by this Class
A(2002-11) Temporary Global Note shall be reduced by the principal
amount so redeemed, purchased, exchanged or cancelled.
On or after the Exchange Date (as defined in the Terms Document),
this Class A(2002-11) Temporary Global Note may be exchanged, in whole
or in part (free of charge), for the Class A(2002-11) Permanent Global
Note in the form set out in Exhibit A-2 of the Terms Document upon
presentation of this Class A(2002-11) Temporary Global Note by the
bearer hereof at the offices of the Paying Agent in London or at such
other place outside the United States as the Paying Agent may agree.
The Class A(2002-11) Permanent Global Note shall be so issued and
delivered in exchange for only that portion of this Class A(2002-11)
Temporary Global Note in respect of which there shall have been
presented to the Issuer by the Common Depositary a certificate,
substantially in the form set out in Exhibit C-1 to the Terms Document
that the Indenture Trustee and the Foreign Depositary have no reason to
know is false, to the effect that the Common Depositary has received
from or in respect of a person entitled to a particular principal
amount of the Class A(2002-11) Notes (as shown by its records) a
certificate from such person in or substantially in the form of
Schedule C-2 to the Terms Document. The Class A(2002-11) Permanent
Global Note to be delivered in exchange for any portion of this Class
A(2002-11) Temporary Global Note shall be delivered only outside the
United States.
On an exchange of the whole of this Class A(2002-11) Temporary
Global Note, this Class A(2002-11) Temporary Global Note shall be
surrendered to the Paying Agent in London for cancellation and
destruction. On an exchange of only part of this Class A(2002-11)
Temporary Global Note, details of such exchange shall be entered by the
Paying Agent on behalf of the Indenture Trustee on Schedule A hereto,
and further exchanges may be effected, without the issue of a new Class
A(2002-11) Permanent Global Note, by the Indenture Trustee or its agent
endorsing Schedule A of the Class A(2002-11) Permanent Global Note
previously issued to reflect an increase in the aggregate principal
amount of the Class A(2002-11) Permanent Global Note which would
otherwise have been issued on such exchange.
THIS CLASS A(2002-11) TEMPORARY GLOBAL NOTE WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY 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.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Indenture Trustee, by manual signature, or by an
authenticating agent appointed by the Indenture Trustee, this Class
A(2002-11) Temporary Global Note shall not be entitled to any benefit
under the Indenture, or be valid for any purpose.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction. "U.S. Person" shall have the meaning given to it by
Regulation S under the Securities Act and "United States person" shall
have the meaning given to it under the United States Internal Revenue
Code.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Indenture Trustee, by manual signature, or by an
authenticating agent appointed by the Indenture Trustee, whose name
appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
_/s/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
Date: October 30, 2002
[Signature Page to the Class A(2002-11) Temporary Global Note]INDENTURE
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, LONDON BRANCH, as
Authenticating Agent for The Bank of
New York, as Indenture Trustee
By: /s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx
Assistant Vice President
Date: October 30, 2002
[Signature Page to the Class A(2002-11) Temporary Global Note]
[REVERSE OF NOTE]
This Class A(2002-11) Note is one of the Notes of a duly
authorized issue of Notes of the Issuer, designated as its "MBNAseries
Class A Notes," all issued under an Indenture dated as of May 24, 2001,
as amended by the First Amendment, dated as of August 1, 2002 (such
indenture, as supplemented or amended, is herein called the
"Indenture"), as supplemented by an Indenture Supplement dated as of
May 24, 2001, as amended by the First Amendment, dated as of August 1,
2002 (such indenture supplement, as supplemented or amended, is herein
called the "Indenture Supplement"), between the Issuer and The Bank of
New York, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), and the
Terms Document, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee
and the Holders of the Notes. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set
forth below, this Note is qualified in its entirety by the terms and
provisions of the Indenture and reference is made to that Indenture for
information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Indenture Trustee.
The Class B Notes and the Class C Notes will also be issued under
the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of any tranche of Notes is reduced to less
than 5% of its Initial Dollar Principal Amount, the Issuer has the
right, but not the obligation, to redeem such tranche of Notes in whole
but not in part, pursuant to Section 1202 of the Indenture. The
redemption price will be an amount equal to the Outstanding principal
amount of such tranche, plus interest accrued and unpaid or principal
accreted and unpaid on such tranche to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary, on behalf of the Issuer, may from time to time issue, or
direct the Owner Trustee, on behalf of the Issuer, to issue, one or
more series, classes or tranches of Notes.
Principal of this Note will be payable on the Expected Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date.
On each Payment Date, the Paying Agent shall distribute to each
Class A(2002-11) Noteholder such Class A(2002-11) Noteholder's pro rata
share of the amounts on deposit in the Foreign Currency Distribution
Account as are payable to the Class A(2002-11) Noteholders.
Distributions to Class A(2002-11) Noteholders with respect to
this Note will be made by the Paying Agent to the Common Depositary,
upon presentation (and, in the case of the final distribution, the
surrender) of this Note to the Paying Agent by the Common Depositary,
and the Paying Agent shall endorse this Note to reflect the payment of
any principal or interest thereon.
The Class A(2002-11) Noteholders shall only be entitled to
payments from the Foreign Currency Distribution Account. The right of
the Class A(2002-11) Noteholders to receive payments from the Issuer
will terminate on the Class A(2002-11) Termination Date.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such
Noteholder that it will not at any time institute against MBNA, the
Master Trust or the Issuer, or join in any institution against MBNA,
the Master Trust or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes,
the Indenture or any Derivative Agreement.
The bearer of this Note may, to the fullest extent permitted by
applicable law, be treated at all times by the Indenture Trustee, the
Issuer, the Beneficiary and each Paying Agent for all purposes as the
absolute owner of the Class A(2002-11) Note (whether or not that Class
A(2002-11) Note is overdue and regardless of any notice of ownership,
trust or any interest in it, or any other writing on that Class A(2002-
11) Note or its theft or loss) and no person will be liable for
treating the bearer as the absolute owner.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, place, and rate, and in the
coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being
understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the
Indenture Supplement in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or
in this Note.
To the extent that the Class A(2002-11) Notes issued hereunder
are not accorded the treatment intended as expressed in Section 1404 of
the Indenture as debt denominated in Euro, the Indenture Trustee by
entering into the Terms Document and each Class A(2002-11) Noteholder
by its acceptance of its Class A(2002-11) Note hereby identify the
Class A(2002-11) Noteholder's interest in (i) the Outstanding Dollar
Principal Amount and Dollar Interest Payment payable with respect
thereto (the "Class A Hypothetical Dollar Security") and (ii) the
Derivative Agreement for purposes of United States Internal Revenue
Code Section 988(d)(2)(B) and United States Treasury regulation section
1.988-5(a)(8) as a "qualified hedging transaction," as defined in
United States Treasury regulation section 1.988-5(a)(1). For such
purposes: (i) the Class A Hypothetical Dollar Security represents a
qualifying debt instrument and the Derivative Agreement a hedge; (ii)
the qualifying debt instrument and hedge were acquired and entered
into, respectively, as of the Issuance Date (or, in the case of any
subsequent acquisition of a Class A(2002-11) Note, as of the date of
such subsequent acquisition); (iii) the qualifying debt instrument and
hedge are hereby identified as constituting a qualified hedging
transaction; (iv) no amount must be deferred by reason of legging into
integrated treatment; (v) the qualified debt instrument is described by
the definitions of Outstanding Dollar Principal Amount and Dollar
Interest Payment and the definitions relating thereto contained in the
Terms Document, and the hedge is described by the definition of
Derivative Agreement in the Terms Document; and (vi) the cash flow
resulting from the treatment of the qualifying debt instrument and
hedge as a qualified hedging transaction is the Euro cash flow that is
payable under the terms of the Class A(2002-11) Notes.
SCHEDULE A
SCHEDULE OF EXCHANGES
FOR CLASS A(2002-11) NOTES REPRESENTED BY
THE CLASS A(2002-11) PERMANENT GLOBAL NOTE OR
REDEMPTIONS, PURCHASES OR CANCELLATIONS
The following exchanges of a part of this Class A(2002-11)
Temporary Global Note for the Class A(2002-11) Permanent
Global Note, in whole or in part, or redemptions,
purchases or cancellation of this Class A(2002-11)
Temporary Global Note have been
made:
Date of exchange, redemption, purchase or cancellation-Part of
principal amount of this Class A(2002-11) Temporary Global Note
exchanged for Class A(2002-11) Notes represented by the Class A(2002-
11) Permanent Global Note or redeemed or purchased or cancelled-
Remaining principal amount of this Class A(2002-11) Temporary Global
Note following such exchange, or redemption or purchase or
cancellation-Amount of interest paid with delivery of the Class A(2002-
11) Permanent Global Note-Notation made by or on behalf of the
Indenture Trustee
----
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
EXHIBIT A-2
[FORM OF] CLASS A(2002-11) PERMANENT GLOBAL NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN) EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE INDENTURE (AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO THE LIMITATIONS UNDER UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A)
OF THE UNITED STATES INTERNAL REVENUE CODE. TERMS USED IN THE
PRECEDING SENTENCE WILL HAVE THE MEANINGS GIVEN TO THEM BY THE
UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE
REGULATIONS THEREUNDER.
THIS NOTE IS A CLASS A(2002-11) PERMANENT GLOBAL NOTE,
WITHOUT COUPONS, EXCHANGEABLE FOR A CLASS A(2002-11) BEARER NOTE
WITH COUPONS. THE RIGHTS ATTACHING TO THIS CLASS A(2002-11)
PERMANENT GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE INDENTURE.
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS CLASS
A(2002-11) PERMANENT GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS
AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY
INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER
TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
?500,000,000 Common Code: ______
ISIN: ______
MBNA CREDIT CARD MASTER NOTE TRUST
FLOATING RATE
MBNASERIES CLASS A(2002-11) NOTE
MBNA Credit Card Master Note Trust, a statutory trust created
under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to the bearer
hereof, subject to the following provisions, a principal sum of
?500,000,000 payable on the second TARGET Settlement Date following the
October 2009 Distribution Date (the "Expected Principal Payment Date"),
except as otherwise provided below or in the Indenture (as defined on
the reverse hereof); provided, however, that the entire unpaid
principal amount of this Class A(2002-11) Permanent Global Note (this
"Note" or the "Class A(2002-11) Permanent Global Note") shall be due
and payable on the second TARGET Settlement Date following the March
2012 Distribution Date (the "Legal Maturity Date"). However, if a
Derivative Agreement Termination occurs, the Legal Maturity Date will
be the earlier of (i) the second TARGET Settlement Date following the
March 2012 Distribution Date and (ii) the Interest Payment Date (as
defined on the reverse hereof) occurring in the forty-second Monthly
Period following such Derivative Agreement Termination. Interest will
accrue on this Note from the date of its issuance at the rate of 0.25%
per annum in excess of EURIBOR, as more specifically set forth in the
Class A(2002-11) Terms Document, dated as of October 30, 2002 (the
"Terms Document"), between the Issuer and the Indenture Trustee, and
shall be due and payable on each Interest Payment Date. Interest will
be computed on the basis of the actual number of days in the related
Interest Period and the denominator of which is 360. Subject to the
terms of the Indenture (as defined on the reverse hereof), interest on
the Class A(2002-11) Notes will be distributed on the second TARGET
Settlement Date immediately following the Distribution Date in each
January, April, July and October, commencing with the January 2003
Distribution Date (each, an "Interest Payment Date"). However, if an
Acceleration Event occurs, the second TARGET Settlement Date following
the Distribution Date occurring in each month, commencing with the
month immediately following the month in which such Acceleration Event
occurs, will be an Interest Payment Date. Such principal of and
interest on this Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the European Community as at the time of payment is
legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the
unpaid principal of this Note.
On any redemption, purchase or cancellation of any of the Class
A(2002-11) Notes represented by this Class A(2002-11) Permanent Global
Note, details of such redemption, purchase or cancellation shall be
entered by or on behalf of the Indenture Trustee in Schedule B hereto
recording any such redemption, purchase, exchange or cancellation and
shall be signed by or on behalf of the Indenture Trustee. Upon any
such redemption, purchase, exchange or cancellation, the principal
amount of this Class A(2002-11) Permanent Global Note and any Class
A(2002-11) Notes represented by this Class A(2002-11) Permanent Global
Note shall be reduced or increased, as appropriate, by the principal
amount so redeemed, purchased, exchanged or cancelled.
The Class A(2002-11) Notes represented by this Class A(2002-11)
Permanent Global Note were originally represented by the Class A(2002-
11) Temporary Global Note. Unless the Class A(2002-11) Temporary
Global Note was exchanged in whole on the issue hereof, interests in
such Class A(2002-11) Temporary Global Note may be further exchanged,
on the terms and conditions set out therein, for interests in this
Class A(2002-11) Permanent Global Note. If any such exchange occurs
following the issue hereof, the Indenture Trustee or its agent shall
endorse Schedule B hereto to reflect the increase in the aggregate
principal amount of this Class A(2002-11) Permanent Global Note due to
each such exchange, whereupon the principal amount hereof shall be
increased for all purposes by the amount so exchanged and endorsed.
This Class A(2002-11) Permanent Global Note may be exchanged,
free of charge, in whole or part, for security-printed Class A(2002-11)
Bearer Notes in denominations of ?1,000 and integral multiples thereof.
Subject to the terms of the Terms Document, after the Exchange Date,
such exchange will be made upon presentation of this Class A(2002-11)
Permanent Global Note by the bearer hereof on any TARGET Settlement
Date at the principal office of the Paying Agent in London. The
aggregate principal amount of Class A(2002-11) Bearer Notes issued upon
an exchange of this Class A(2002-11) Permanent Global Note will be
equal to the aggregate principal amount of this Class A(2002-11)
Permanent Global Note as shown in Schedule B hereto. On an exchange of
the whole of this Class A(2002-11) Permanent Global Note, this Class
A(2002-11) Permanent Global Note shall be surrendered to the Paying
Agent. The security-printed Class A(2002-11) Bearer Notes to be
delivered in exchange for this Class A(2002-11) Permanent Global Note
shall be delivered only outside the United States.
Until the exchange of this Class A(2002-11) Permanent Global Note
as aforesaid, the bearer hereof shall in all respects be entitled to
the same benefits as if it were the bearer of Class A(2002-11) Bearer
Notes and the Coupons in the form set out in the Terms Document.
On an exchange of the whole of this Class A(2002-11) Permanent
Global Note, this Class A(2002-11) Permanent Global Note shall be
surrendered to the Paying Agent in London for cancellation and
destruction. On an exchange of only part of this Class A(2002-11)
Permanent Global Note, details of such exchange shall be entered by the
Paying Agent on behalf of the Indenture Trustee on Schedule B hereto.
THIS CLASS A(2002-11) PERMANENT GLOBAL NOTE WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY 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.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Indenture Trustee, by manual signature, or by an
authenticating agent appointed by the Indenture Trustee, this Class
A(2002-11) Permanent Global Note shall not be entitled to any benefit
under the Indenture, or be valid for any purpose.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction. "U.S. Person" shall have the meaning given to it by
Regulation S under the Securities Act and "United States person" shall
have the meaning given to it under the United States Internal Revenue
Code.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Indenture Trustee, by manual signature, or by an
authenticating agent appointed by the Indenture Trustee, whose name
appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
_/s/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
Date: October 30, 2002
[Signature Page to the Class A(2002-11) Permanent Global Note]
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, LONDON BRANCH, as
Authenticating Agent for The Bank of
New York, as Indenture Trustee
By: /s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx
Assistant Vice President
Date: October 30, 2002
[Signature Page to the Class A(2002-11) Permanent Global Note]
[REVERSE OF NOTE]
This Class A(2002-11) Note is one of the Notes of a duly
authorized issue of Notes of the Issuer, designated as its "MBNAseries
Class A Notes," all issued under an Indenture dated as of May 24, 2001,
as amended by the First Amendment, dated as of August 1, 2002 (such
indenture, as supplemented or amended, is herein called the
"Indenture"), as supplemented by an Indenture Supplement dated as of
May 24, 2001, as amended by the First Amendment, dated as of August 1,
2002 (such indenture supplement, as supplemented or amended, is herein
called the "Indenture Supplement"), between the Issuer and The Bank of
New York, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), and the
Terms Document, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee
and the Holders of the Notes. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set
forth below, this Note is qualified in its entirety by the terms and
provisions of the Indenture and reference is made to that Indenture for
information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Indenture Trustee.
The Class B Notes and the Class C Notes will also be issued under
the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of any tranche of Notes is reduced to less
than 5% of its Initial Dollar Principal Amount, the Issuer has the
right, but not the obligation, to redeem such tranche of Notes in whole
but not in part, pursuant to Section 1202 of the Indenture. The
redemption price will be an amount equal to the Outstanding principal
amount of such tranche, plus interest accrued and unpaid or principal
accreted and unpaid on such tranche to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary, on behalf of the Issuer, may from time to time issue, or
direct the Owner Trustee, on behalf of the Issuer, to issue, one or
more series, classes or tranches of Notes.
Principal of this Note will be payable on the Expected Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date.
On each Payment Date, the Paying Agent shall distribute to each
Class A(2002-11) Noteholder such Class A(2002-11) Noteholder's pro rata
share of the amounts on deposit in the Foreign Currency Distribution
Account as are payable to the Class A(2002-11) Noteholders.
Distributions to Class A(2002-11) Noteholders with respect to
this Note will be made by the Paying Agent to the Common Depositary,
upon presentation (and, in the case of the final distribution, the
surrender) of this Note to the Paying Agent by the Common Depositary,
and the Paying Agent shall endorse this Note to reflect the payment of
any principal or interest thereon.
The Class A(2002-11) Noteholders shall only be entitled to
payments from the Foreign Currency Distribution Account. The right of
the Class A(2002-11) Noteholders to receive payments from the Issuer
will terminate on the Class A(2002-11) Termination Date.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such
Noteholder that it will not at any time institute against MBNA, the
Master Trust or the Issuer, or join in any institution against MBNA,
the Master Trust or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes,
the Indenture or any Derivative Agreement.
The bearer of this Note may, to the fullest extent permitted by
applicable law, be treated at all times by the Indenture Trustee, the
Issuer, the Beneficiary and each Paying Agent for all purposes as the
absolute owner of the Class A(2002-11) Note (whether or not that Class
A(2002-11) Note is overdue and regardless of any notice of ownership,
trust or any interest in it, or any other writing on that Class A(2002-
11) Note or its theft or loss) and no person will be liable for
treating the bearer as the absolute owner.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, place, and rate, and in the
coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being
understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the
Indenture Supplement in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or
in this Note.
To the extent that the Class A(2002-11) Notes issued hereunder
are not accorded the treatment intended as expressed in Section 1404 of
the Indenture as debt denominated in Euro, the Indenture Trustee by
entering into the Terms Document and each Class A(2002-11) Noteholder
by its acceptance of its Class A(2002-11) Note hereby identify the
Class A(2002-11) Noteholder's interest in (i) the Outstanding Dollar
Principal Amount and Dollar Interest Payment payable with respect
thereto (the "Class A Hypothetical Dollar Security") and (ii) the
Derivative Agreement for purposes of United States Internal Revenue
Code Section 988(d)(2)(B) and United States Treasury regulation section
1.988-5(a)(8) as a "qualified hedging transaction," as defined in
United States Treasury regulation section 1.988-5(a)(1). For such
purposes: (i) the Class A Hypothetical Dollar Security represents a
qualifying debt instrument and the Derivative Agreement a hedge; (ii)
the qualifying debt instrument and hedge were acquired and entered
into, respectively, as of the Issuance Date (or, in the case of any
subsequent acquisition of a Class A(2002-11) Note, as of the date of
such subsequent acquisition); (iii) the qualifying debt instrument and
hedge are hereby identified as constituting a qualified hedging
transaction; (iv) no amount must be deferred by reason of legging into
integrated treatment; (v) the qualified debt instrument is described by
the definitions of Outstanding Dollar Principal Amount and Dollar
Interest Payment and the definitions relating thereto contained in the
Terms Document, and the hedge is described by the definition of
Derivative Agreement in the Terms Document; and (vi) the cash flow
resulting from the treatment of the qualifying debt instrument and
hedge as a qualified hedging transaction is the Euro cash flow that is
payable under the terms of the Class A(2002-11) Notes.
Schedule A
PART I
INTEREST PAYMENTS
Interest Payment Date -Date of Payment-Total Amount of Interest
Payable-Amount of Interest Paid-Confirmation of payment by or on behalf
of the Indenture Trustee
----
First- - -
-
Second- - -
-
[continue numbering until the appropriate number of interest payment
dates for the particular tranche of Notes is reached]
PART II
PRINCIPAL PAYMENTS
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by or on behalf of the Indenture Trustee
---
- -
-
- -
-
[continue numbering until the appropriate number of installment dates
for the particular tranche of Notes is reached]
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS A(2002-11) PERMANENT
GLOBAL NOTE
OR REDEMPTIONS, PURCHASES OR CANCELLATIONS
The following increases of this Class A(2002-11) Permanent Global Note,
or redemptions or purchases or cancellations of this Class A(2002-11)
Permanent Global Note have been made:
Date of exchange, redemption, purchase or cancellation-Increase in
principal amount of this Class A(2002-11) Permanent Global Note due to
exchanges of the Class A(2002-11) Temporary Global Note for this Class
A(2002-11) Permanent Global Note-Remaining principal amount of this
Class A(2002-11) Permanent Global Note following such exchange, or
redemption or purchase or cancellation-Notation made by or on behalf of
the Indenture Trustee
---
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EXHIBIT A-3
[FORM OF] CLASS A(2002-11) BEARER NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN) EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH
IN THE INDENTURE (AS DEFINED HEREIN).
Any United States Person who holds this obligation will be
subject to the limitations under United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a)
of the United States Internal Revenue Code. Terms used in the
preceding sentence will have the meanings given to them by the
United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder.
THE HOLDER OF THIS CLASS A(2002-11) BEARER NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO
THE PROVISIONS HEREOF.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS
AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY
INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER
TRUST OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
?___________ Common Code: ______
ISIN: ______
MBNA CREDIT CARD MASTER NOTE TRUST
FLOATING RATE
MBNASERIES CLASS A(2002-11) NOTE
MBNA Credit Card Master Note Trust, a statutory trust created
under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to the bearer
hereof, subject to the following provisions, a principal sum of
?____________ payable on the second TARGET Settlement Date following
the October 2009 Distribution Date (the "Expected Principal Payment
Date"), except as otherwise provided below or in the Indenture (as
defined on the reverse hereof); provided, however, that the entire
unpaid principal amount of this Class A(2002-11) Bearer Note (this
"Note" or the "Class A(2002-11) Bearer Note") shall be due and payable
on the second TARGET Settlement Date following the March 2012
Distribution Date (the "Legal Maturity Date"). However, if a
Derivative Agreement Termination occurs, the Legal Maturity Date will
be the earlier of (i) the second TARGET Settlement Date following the
March 2012 Distribution Date and (ii) the Interest Payment Date (as
defined on the reverse hereof) occurring in the forty-second Monthly
Period following such Derivative Agreement Termination. Interest will
accrue on this Note from the date of its issuance at the rate of 0.25%
per annum in excess of EURIBOR, as more specifically set forth in the
Class A(2002-11) Terms Document, dated as of October 30, 2002 (the
"Terms Document"), between the Issuer and the Indenture Trustee, and
shall be due and payable on each Interest Payment Date. Interest will
be computed on the basis of the actual number of days in the related
Interest Period and the denominator of which is 360. Subject to the
terms of the Indenture (as defined on the reverse hereof), interest on
the Class A(2002-11) Notes will be distributed on the second TARGET
Settlement Date immediately following the Distribution Date in each
January, April, July and October, commencing with the January 2003
Distribution Date (each, an "Interest Payment Date"). However, if an
Acceleration Event occurs, the second TARGET Settlement Date following
the Distribution Date occurring in each month, commencing with the
month immediately following the month in which such Acceleration Event
occurs, will be an Interest Payment Date. Such principal of and
interest on this Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the European Community as at the time of payment is
legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the
unpaid principal of this Note.
The Class A(2002-11) Bearer Notes are issued in bearer form with
interest coupons attached. The Class A(2002-11) Bearer Notes are
bearer instruments, title to which (including title to any and all
Coupons appertaining thereto) passes by delivery. The bearer of a
Class A(2002-11) Bearer Note and the bearer of any Coupon shall (to the
fullest extent permitted by applicable laws) be treated at all times,
by all persons and for all purposes as the absolute owner of such Class
A(2002-11) Bearer Note or Coupon, as the case may be, whether or not
such Class A(2002-11) Bearer Note or Coupon shall be overdue, and
regardless of any notice of ownership, theft, loss or other interest
therein or of any writing thereon.
THIS CLASS A(2002-11) BEARER NOTE WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY 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.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Indenture Trustee, by manual signature, or by an
authenticating agent appointed by the Indenture Trustee, this Class
A(2002-11) Bearer Note shall not be entitled to any benefit under the
Indenture, or be valid for any purpose.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction. "U.S. Person" shall have the meaning given to it by
Regulation S under the Securities Act and "United States person" shall
have the meaning given to it under the United States Internal Revenue
Code.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Indenture Trustee, by manual signature, or by an
authenticating agent appointed by the Indenture Trustee, whose name
appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
_/s/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
Date: _October 30, 2002___
[Signature Page to the Class A(2002-11) Bearer Note]
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, LONDON BRANCH, as
Authenticating Agent for The Bank of
New York, as Indenture Trustee
By: /s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx
Assistant Vice President
Date: October 30, 2002
[Signature Page to the Class A(2002-11) Bearer Note]
[REVERSE OF NOTE]
This Class A(2002-11) Note is one of the Notes of a duly
authorized issue of Notes of the Issuer, designated as its "MBNAseries
Class A Notes," all issued under an Indenture dated as of May 24, 2001,
as amended by the First Amendment, dated as of August 1, 2002 (such
indenture, as supplemented or amended, is herein called the
"Indenture"), as supplemented by an Indenture Supplement dated as of
May 24, 2001, as amended by the First Amendment, dated as of August 1,
2002 (such indenture supplement, as supplemented or amended, is herein
called the "Indenture Supplement"), between the Issuer and The Bank of
New York, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), and the
Terms Document, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee
and the Holders of the Notes. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set
forth below, this Note is qualified in its entirety by the terms and
provisions of the Indenture and reference is made to that Indenture for
information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Indenture Trustee.
The Class B Notes and the Class C Notes will also be issued under
the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of any tranche of Notes is reduced to less
than 5% of its Initial Dollar Principal Amount, the Issuer has the
right, but not the obligation, to redeem such tranche of Notes in whole
but not in part, pursuant to Section 1202 of the Indenture. The
redemption price will be an amount equal to the Outstanding principal
amount of such tranche, plus interest accrued and unpaid or principal
accreted and unpaid on such tranche to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary, on behalf of the Issuer, may from time to time issue, or
direct the Owner Trustee, on behalf of the Issuer, to issue, one or
more series, classes or tranches of Notes.
Principal of this Note will be payable on the Expected Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date.
On each Payment Date, the Paying Agent shall distribute to each
Class A(2002-11) Noteholder such Class A(2002-11) Noteholder's pro rata
share of the amounts on deposit in the Foreign Currency Distribution
Account as are payable to the Class A(2002-11) Noteholders.
Distributions to Class A(2002-11) Noteholders with respect to
this Note will be payable only upon presentation and surrender of this
Note and any respective Coupons at the offices of the Paying Agent
outside the United States chosen by the Issuer and acceptable to the
Indenture Trustee. In the event that the amount of interest and/or
principal payable on any date is not so fully paid in respect of this
Note or its Coupons, as the case may be, upon presentation of such
instrument, the Paying Agent shall endorse such instrument to reflect
the reduction, if any, of the principal amount or interest payable in
respect thereof. At the option of the holders of this Note and the
respective Coupons, and subject to the applicable laws and regulations,
such payments will be made by a Euro check drawn on a bank in London or
by transfer in same day funds to a Euro account maintained by each such
bearer with a bank located outside the United States. No commissions
or expenses shall be charged to the bearers of this Note or its
Coupons, as the case may be, in respect of such payments. A Bearer
Note or Coupon, as the case may be, may only be presented for payment
on a day on which commercial banks and foreign exchange markets are
open in the place of presentation. No further interest or other
payment shall be made as a consequence of such day falling after the
relevant Interest Payment Date. After the occurrence of the Expected
Principal Payment Date or an Early Redemption Event described in
Section 1201(c) of the Indenture or Section 2.12(a) of the Terms
Document, on each Interest Payment Date, the Bearer Notes, together
with all unmatured Coupons shall be presented for payment on such date.
On the date on which any Bearer Note becomes payable in full, unmatured
Coupons relating to such Bearer Note (whether or not attached) shall,
upon such date, become void and no payment will be made in respect
thereof and the bearer of such Bearer Note shall only have the right to
receive payment of the principal thereof together with accrued interest
to such date. If a Bearer Note is presented for payment of principal
on any such date without all the related unmatured Coupons attached,
the bearer of such Bearer Note may be required to deliver such security
or indemnity as is reasonably required by the Indenture Trustee or the
Paying Agent, on behalf of the Indenture Trustee.
If payment at the offices of the Paying Agent outside the United
States becomes illegal or is effectively precluded because of the
imposition of exchange controls or other similar restrictions on the
full payment or receipt of such amounts in Euros, payments with respect
to the Class A(2002-11) Notes and its Coupons will be made at the
office of the Paying Agent in New York City. Any money paid by the
Issuer to the Paying Agent for the payment of the Class A(2002-11)
Notes or its Coupons, as the case may be, which remains unclaimed for
two years after such amount has become due and payable will be returned
to the Issuer and claims in respect of such amount shall become void
and no payment shall be made in respect thereof. Except as provided by
the second preceding sentence, no demand for payment or payment on any
Class A(2002-11) Notes or its Coupons, as the case may be, may be made
at any office of the Paying Agent or the Indenture Trustee in the
United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States.
The Class A(2002-11) Noteholders shall only be entitled to
payments from the Foreign Currency Distribution Account. The right of
the Class A(2002-11) Noteholders to receive payments from the Issuer
will terminate on the Class A(2002-11) Termination Date.
The Issuer has initially appointed the paying agents and transfer
agents listed at the back hereof. Until the Class A(2002-11) Notes are
paid in full, the Issuer will maintain a paying agent and a transfer
agent having offices in Western Europe. Additionally, as long as the
Class A(2002-11) Notes remain Outstanding and are listed on the
Luxembourg Stock Exchange, the Issuer will maintain a paying agency in
Luxembourg. Notice of any termination or appointment or of any change
in the office through which the Indenture Trustee, any paying agent, or
any transfer agent will act will be promptly given once in the manner
described in the Indenture.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such
Noteholder that it will not at any time institute against MBNA, the
Master Trust or the Issuer, or join in any institution against MBNA,
the Master Trust or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes,
the Indenture or any Derivative Agreement.
The bearer of this Note or any Coupons may, to the fullest extent
permitted by applicable law, be treated at all times by the Indenture
Trustee, the Issuer, the Beneficiary and each Paying Agent for all
purposes as the absolute owner of the Class A(2002-11) Note or any
Coupons (whether or not that Class A(2002-11) or its Coupons are
overdue and regardless of any notice of ownership, trust or any
interest in it, or any other writing on that Class A(2002-11) Note or
its Coupons or its theft or loss) and no person will be liable for
treating the bearer as the absolute owner.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, place, and rate, and in the
coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being
understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the
Indenture Supplement in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or
in this Note.
To the extent that the Class A(2002-11) Notes issued hereunder
are not accorded the treatment intended as expressed in Section 1404 of
the Indenture as debt denominated in Euro, the Indenture Trustee by
entering into the Terms Document and each Class A(2002-11) Noteholder
by its acceptance of its Class A(2002-11) Note hereby identify the
Class A(2002-11) Noteholder's interest in (i) the Outstanding Dollar
Principal Amount and Dollar Interest Payment payable with respect
thereto (the "Class A Hypothetical Dollar Security") and (ii) the
Derivative Agreement for purposes of United States Internal Revenue
Code Section 988(d)(2)(B) and United States Treasury regulation section
1.988-5(a)(8) as a "qualified hedging transaction," as defined in
United States Treasury regulation section 1.988-5(a)(1). For such
purposes: (i) the Class A Hypothetical Dollar Security represents a
qualifying debt instrument and the Derivative Agreement a hedge; (ii)
the qualifying debt instrument and hedge were acquired and entered
into, respectively, as of the Issuance Date (or, in the case of any
subsequent acquisition of a Class A(2002-11) Note, as of the date of
such subsequent acquisition); (iii) the qualifying debt instrument and
hedge are hereby identified as constituting a qualified hedging
transaction; (iv) no amount must be deferred by reason of legging into
integrated treatment; (v) the qualified debt instrument is described by
the definitions of Outstanding Dollar Principal Amount and Dollar
Interest Payment and the definitions relating thereto contained in the
Terms Document, and the hedge is described by the definition of
Derivative Agreement in the Terms Document; and (vi) the cash flow
resulting from the treatment of the qualifying debt instrument and
hedge as a qualified hedging transaction is the Euro cash flow that is
payable under the terms of the Class A(2002-11) Notes.
INDENTURE TRUSTEE
The Bank of New York
000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx
Xxx Xxxx, Xxx Xxxx, X.X.X. 00000
Attention: Corporate Trust Office, Trustee Administrator
PAYING AGENT
The Bank of New York, London Branch
One Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx X00 0XX
OTHER PAYING AGENTS
The Bank of New York (Luxembourg) S.A.
Aerogolf Center
0X, Xxxxxxxxx
X-0000 Xxxxxxxxxxxxx, Xxxxxxxxxx
EXHIBIT B-1
[FORM OF] CLASS A(2002-11) INTEREST COUPON
THIS COUPON HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER
THIS COUPON NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED
IN THE CLASS A(2002-11) BEARER NOTE) EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF
THIS COUPON IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE
AND THE TERMS DOCUMENT REFERRED TO IN THE CLASS A(2002-11) BEARER NOTE.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF
THE UNITED STATES INTERNAL REVENUE CODE.
THE HOLDER OF THIS COUPON BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE
TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST OF, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR
THE INDENTURE.
No. .
On the second TARGET Settlement Date following the ________
____ Distribution Date, the Holder shall be paid (subject to the terms
and conditions of the Class A(2002-11) Bearer Note, MBNAseries Class
A(2002-11) Notes, MBNA Credit Card Master Note Trust to which this
coupon appertains, which shall be binding on the Holder of this Coupon
whether or not attached to such Class A(2002-11) Bearer Note, and
subject to the terms and conditions of the Terms Document referred to
in the Class A(2002-11) Bearer Note), upon surrender hereof, the amount
of interest then payable on its Class A(2002-11) Bearer Note, the
number of which appears on this Coupon. Payment of this Coupon will be
made in Euros only upon presentation of this Coupon at the office of
the Paying Agent outside the United States and its possessions as may
be appointed from time to time pursuant to such Terms Document. Such
payment will be made at the option of the holder hereof and subject to
any applicable laws and regulations, by a Euro check drawn on a bank in
Luxembourg, or by transfer to a Euro account maintained by the holder
with a bank located outside the United States and its possessions. If
such payment at the offices of the Paying Agent outside the United
States and its possessions becomes illegal or is effectively precluded
because of the imposition of exchange controls of other similar
restrictions on the payment or receipt of such amounts in Euros, such
payment will be made at the office of the Paying Agent in New York
City. Any money paid by the Issuer to the Paying Agent for the payment
of the Class A(2002-11) Notes or its Coupons, as the case may be, which
remains unclaimed for two years after such amount has become due and
payable will be returned to the Issuer and claims in respect of such
amount shall become void and no payment shall be made in respect
thereof. Except as provided by the second preceding sentence, no
demand for payment or payment on any Class A(2002-11) Notes or its
Coupons, as the case may be, may be made at any office of the Paying
Agent or the Indenture Trustee in the United States nor will any
payment be made by transfer to an account in, or by mail to an address
in, the United States. The Issuer has initially appointed the Paying
Agents listed on the reverse side of this Coupon. (All capitalized
terms used herein shall have the meanings assigned such terms in the
Terms Document.)
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
_/s/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
LIST OF PAYING AGENTS
PAYING AGENT
The Bank of New York, London Branch
One Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx X00 0XX
OTHER PAYING AGENTS
The Bank of New York (Luxembourg) S.A.
Aerogolf Center
0X, Xxxxxxxxx
X-0000 Xxxxxxxxxxxxx, Xxxxxxxxxx
EXHIBIT B-2
[FORM OF] CLASS A(2002-11) SPECIAL COUPON
THIS COUPON HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER
THIS COUPON NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED
IN THE CLASS A(2002-11) BEARER NOTE) EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF
THIS COUPON IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE
AND THE TERMS DOCUMENT REFERRED TO IN THE CLASS A(2002-11) BEARER NOTE.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF
THE UNITED STATES INTERNAL REVENUE CODE.
THE HOLDER OF THIS COUPON BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE
TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST OF, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR
THE INDENTURE.
No. .
Subject to the terms and conditions of the Class A(2002-11)
Bearer Note, MBNAseries Class A(2002-11) Notes, MBNA Credit Card Master
Note Trust to which this Coupon appertains, which shall be binding on
the Holder of this Coupon whether or not attached to such Class A(2002-
11) Bearer Note, and subject to the terms and conditions of the Terms
Document referred to in the Class A(2002-11) Bearer Note, upon
surrender of the Class A(2002-11) Bearer Note, the number of which
appears on this Coupon, all unmatured Coupons appertaining to such
Class A(2002-11) Bearer Note (or in the case of any missing unmatured
Coupons, cash in an amount equal to the amount due under such missing
unmatured Coupons) and this Special Coupon to the Indenture Trustee or
the Paying Agent (in each case, at its office outside the United States
and its possessions), the Holder shall be paid such Holder's pro rata
share of the amounts on deposit in the Foreign Currency Distribution
Account payable to the Class A(2002-11) Noteholders pursuant to Section
2.06 of the Terms Document; provided, however, that in the event that
amounts on deposit in the Foreign Currency Distribution Account Payment
are insufficient to repay the Outstanding Euro Principal Amount on the
Expected Principal Payment Date or, after the occurrence of an
Acceleration Event, on the second TARGET Settlement Date following each
Monthly Principal Accrual Date, the bearer hereof shall receive Monthly
Payment Coupons appertaining to the above-mentioned Class A(2002-11)
Bearer Note. Amounts paid in respect of this Special Coupon will be
paid in Euros and Monthly Coupons (if any) will be issued, in each case
only upon presentation of this Special Coupon at the office of the
Paying Agent outside the United States and its possessions as may be
appointed from time to time pursuant to such Terms Document. Such
payment will be made at the option of the holder hereof and subject to
any applicable laws and regulations, by a Euro check drawn on a bank in
London, or by transfer to a Euro account maintained by the holder with
a bank located outside the United States and its possessions. If such
payment at the offices of the Paying Agent outside the United States
and its possessions becomes illegal or is effectively precluded because
of the imposition of exchange controls or other similar restrictions on
the payment or receipt of such amounts in Euros, such payment will be
made at the office of the Paying Agent in New York City. Any money
paid by the Issuer to the Paying Agent for the payment of the Class
A(2002-11) Notes or its Coupons, as the case may be, which remains
unclaimed for two years after such amount has become due and payable
will be returned to the Issuer and claims in respect of such amount
shall become void and no payment shall be made in respect thereof.
Except as provided by the second preceding sentence, no demand for
payment or payment on any Class A(2002-11) Notes or its Coupons, as the
case may be, may be made at any office of the Paying Agent or the
Indenture Trustee in the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United
States. The Issuer has initially appointed the Paying Agents listed on
the reverse side of this Coupon. (All capitalized terms used herein
shall have the meanings assigned such terms in the Terms Document.)
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
_/s/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
LIST OF PAYING AGENTS
PAYING AGENT
The Bank of New York, London Branch
One Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx X00 0XX
OTHER PAYING AGENTS
The Bank of New York (Luxembourg) S.A.
Aerogolf Center
0X, Xxxxxxxxx
X-0000 Xxxxxxxxxxxxx, Xxxxxxxxxx
EXHIBIT B-3
[FORM OF] MONTHLY PAYMENT COUPON
THIS COUPON HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER
THIS COUPON NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED
IN THE CLASS A(2002-11) BEARER NOTE) EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF
THIS COUPON IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE
AND THE TERMS DOCUMENT REFERRED TO IN THE CLASS A(2002-11) BEARER NOTE.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF
THE UNITED STATES INTERNAL REVENUE CODE.
THE HOLDER OF THIS COUPON BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE
TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST OF, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR
THE INDENTURE.
IN THE EVENT THAT ON THE DATE PRINTED BELOW, PRIOR TO a
Derivative Agreement Termination, THE OUTSTANDING EURO PRINCIPAL AMOUNT
OF THE CLASS a(2002-11) NOTES IS zero OR, AFTER A Derivative Agreement
Termination, THE NOMINAL LIQUIDATION AMOUNT OF THE CLASS a(2002-11)
NOTES IS ZERO (DETERMINED PRIOR TO GIVING EFFECT TO ANY PAYMENTS ON
THIS COUPON), THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
COUPON, THIS COUPON SHALL AUTOMATICALLY BECOME VOID AND SHALL CEASE TO
REPRESENT AN INTEREST IN OR TO BE AN OBLIGATION OF THE ISSUER.
No. .
On the second TARGET Settlement Date following the ________
____ Distribution Date, the Holder of this Coupon shall be paid
(subject to the terms and conditions of the Class A(2002-11) Bearer
Note, MBNAseries Class A(2002-11) Notes, MBNA Credit Card Master Note
Trust to which this Coupon appertains, which shall be binding on the
Holder of this Coupon whether or not attached to such Class A(2002-11)
Bearer Note, and subject to the terms and conditions of the Terms
Document referred to in the Class A(2002-11) Bearer Note), upon
surrender hereof, the amount of interest and principal (including any
additional interest which may be payable under the terms and conditions
of such Class A(2002-11) Bearer Note) then payable on its Class A(2002-
11) Bearer Note, the number of which appears on this Coupon. Payment
of this Coupon will be made in Euros only upon presentation of this
Coupon at the office of the Paying Agent outside the United States and
its possessions as may be appointed from time to time pursuant to such
Terms Document. Such payment will be made, at the option of the Holder
hereof and subject to any applicable laws and regulations, by a Euro
check drawn on a bank in London, or by transfer to a Euro account
maintained by the holder with a bank located outside the United States
and its possessions. If such payment at the offices of the Paying
Agent outside the United States and its possessions becomes illegal or
is effectively precluded because of the imposition of exchange controls
or other similar restrictions on the payment or receipt of such amounts
in Euros, such payment will be made at the office of the Paying Agent
in New York City. Any money paid by the Issuer to the Paying Agent for
the payment of the Class A(2002-11) Notes or its Coupons, as the case
may be, which remains unclaimed for two years after such amount has
become due and payable will be returned to the Issuer and claims in
respect of such amount shall become void and no payment shall be made
in respect thereof. Except as provided by the second preceding
sentence, no demand for payment or payment on any Class A(2002-11)
Notes or its Coupons, as the case may be, may be made at any office of
the Paying Agent or the Indenture Trustee in the United States nor will
any payment be made by transfer to an account in, or by mail to an
address in, the United States. The Issuer has initially appointed the
Paying Agents listed on the reverse side of this Coupon. (All
capitalized terms used herein shall have the meanings assigned such
terms in the Terms Document.)
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
_/s/ Xxxxxxxxxxx
Halmy____________________
Xxxxxxxxxxx X. Xxxxx
First Vice President
LIST OF PAYING AGENTS
PAYING AGENT
The Bank of New York, London Branch
One Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx X00 0XX
OTHER PAYING AGENTS
The Bank of New York (Luxembourg) S.A.
Aerogolf Center
0X, Xxxxxxxxx
X-0000 Xxxxxxxxxxxxx, Xxxxxxxxxx
EXHIBIT C-1
[FORM OF] CLEARANCE SYSTEM CERTIFICATE
TO BE GIVEN TO THE INDENTURE TRUSTEE BY THE BANK OF NEW YORK, LONDON
BRANCH
MBNA CREDIT CARD MASTER NOTE TRUST,
FLOATING RATE
MBNAseries Class A(2002-11) Notes ("Notes")
This is to certify that, based solely on certifications we
have received in writing, by telex or by electronic transmission from
member organizations appearing in our records as persons being entitled
to a portion of the principal amount set forth below (our "Member
Organizations") substantially to the effect set forth in the Agreement,
as of the date hereof, ?_________ principal amount of above-captioned
Notes (i) is owned by persons that are not citizens or residents of the
United States, partnerships, corporations or other entities created or
organized under the laws of the United States or any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source ("United States persons"), (ii) is owned by
United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own
account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes
through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial
institution has agreed to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United
States or foreign financial institutions described in clause (iii)
(whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Notes for purposes of resale directly
or indirectly to a United States person or to a person within the
United States or its possessions.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, for the payment of interest on)
any portion of the temporary global note excepted in such Member
Organization certifications and (ii) that as of the date hereof we have
not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with
respect to any portion of the part submitted herewith for exchange (or,
if relevant, for the payment of interest on) are no longer true and
cannot be relied upon at the date hereof.
We will retain all certificates received from Member
Organizations for the period specified in U.S. Treasury Regulation
Section 1.163-5(c)(2)(i)(D)(3)(i).
We understand that this certification is required in
connection with certain tax laws of the United States. In connection
therewith, if administrative and legal proceedings are commenced or
threatened in connection with which this certification is or would be
relevant, we irrevocably authorize you to produce this certification to
any interested party in such proceedings.
Dated: October 30, 2002
Yours faithfully,
THE BANK OF NEW YORK, LONDON BRANCH
By: /s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx
Assistant Vice President
EXHIBIT C-2
[FORM OF] CERTIFICATE TO BE DELIVERED
TO THE BANK OF NEW YORK, LONDON BRANCH BY A BENEFICIAL
OWNER OF NOTES
MBNA CREDIT CARD MASTER NOTE TRUST,
FLOATING RATE
MBNAseries Class A(2002-11) Notes ("Notes")
This is to certify that as of the date hereof and except as
provided in the third paragraph hereof, the above-captioned Notes held
by you for our account (i) are owned by a person that is not a United
States Person, or (ii) are owned by a United States Person that is (A)
the foreign branch of a United States financial institution (as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (a "financial
institution") purchasing for its own account or for resale, or (B) a
United States person who acquired the Notes through the foreign branch
of a financial institution and who holds the Notes through the
financial institution on the date hereof (and in either case (A) or
(B), the financial institution has agreed to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by a financial institution for purposes
of resale during the Restricted Period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition, financial
institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Notes for purposes of resale directly
or indirectly to a United States Person or to a person within the
United States or its possessions.
We undertake to advise you by tested telex if the above
statement as to beneficial ownership is not correct on the date of
delivery of the above-captioned Notes in definitive form with respect
to such of said Notes as then appear in your books as being held for
our account.
This certificate excepts and does not relate to ?_________
principal amount of Notes held by you for our account, as to which we
are not yet able to certify beneficial ownership. We understand that
delivery of definitive Notes in such principal amount cannot be made
until we are able to so certify.
We understand that this certificate is required in
connection with certain securities and tax laws of the United States of
America. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a
copy thereof to any interested party in such proceedings. As used
herein, "United States" means the United States of America (including
the States and the District of Columbia), its territories, its
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island, and Northern Mariana Islands) and other
areas subject to its jurisdiction; and "United States Person" means a
citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United
States, or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income taxation
regardless of its source and any partnership to the extent that one or
more members is for the United States federal income tax purposes any
of the foregoing.
Dated: ____________ by __________________
As, or as agent for, the beneficial owner(s) of the
interest in the Notes to which this note relates.
Article I
Definitions and Other Provisions of General Application
Section 1.01. Definitions 2
Section 1.02. Governing Law; Submission to Jurisdiction; Agent
for Service of Process 9
Section 1.03. Counterparts 10
Section 1.04. Ratification of Indenture and Indenture Supplement 10
Section 1.05. Tax Opinion 10
Article II
The Class A(2002-11) Notes
Section 2.01. Creation and Designation 11
Section 2.02. Specification of Required Subordinated Amount and
other Terms 11
Section 2.03. Interest Payment 11
Section 2.04. Principal Payment 12
Section 2.05. Calculation Agents; Determination of EURIBOR and
LIBOR 13
Section 2.06. Payments of Interest and Principal to Class
A(2002-11) Noteholders 14
Section 2.07. Form of Delivery of Class A(2002-11) Notes;
Denominations 16
Section 2.08. Delivery and Payment for the Class A(2002-11)
Notes 16
Section 2.09. Targeted Deposits to the Accumulation Reserve
Account 16
Section 2.10. Derivative Agreement 16
Section 2.11. Foreign Currency Distribution Account 18
Section 2.12. Early Redemption Events; Events of Default 19
Section 2.13. Derivative Reserve Account 20
Section 2.14. Termination Payments 21
Section 2.15. Class A(2002-11) Temporary Global Note 22
Section 2.16. Exchange of Class A(2002-11) Temporary Global Note
for Class A(2002-11) Permanent Global Note 22
Section 2.17. Exchange of Class A(2002-11) Permanent Global
Notes for Class A(2002-11) Bearer Notes 23
Section 2.18. Monthly Payment Coupons 24
Section 2.19. Class A(2002-11) Notes Tax Treatment 25
Section 2.20. Appointment of Authenticating Agent 25
Article III
Representations and Warranties
Section 3.01. Issuer's Representations and Warranties 26
EXHIBITS
EXHIBIT A-1 Form of Class A(2002-11) Temporary Global Note
EXHIBIT A-2 Form of Class A(2002-11) Permanent Global Note
EXHIBIT A-3 Form of Class A(2002-11) Bearer Note
EXHIBIT B-1 Form of Class A(2002-11) Interest Coupon
EXHIBIT B-2 Form of Class A(2002-11) Special Coupon
EXHIBIT B-3 Form of Monthly Payment Coupon
EXHIBIT C-1 Form of Clearance System Certificate
EXHIBIT C-2 Form of Certificate to be given by Holder of
Beneficial Interest in a Temporary Regulation S
Global Note
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