Exhibit 4.15
EXECUTION COPY
FIRST AMENDMENT
TO THE MBNA CREDIT CARD MASTER NOTE TRUST
AMENDED AND RESTATED TRUST AGREEMENT
THIS FIRST AMENDMENT TO THE MBNA CREDIT CARD MASTER NOTE TRUST AMENDED
AND RESTATED TRUST AGREEMENT dated as of July 12, 2001 (the "Amendment"), is
between MBNA AMERICA BANK, NATIONAL ASSOCIATION, a national banking association,
as Beneficiary and as Transferor, and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Owner Trustee.
WHEREAS, the parties hereto have created a statutory business trust
pursuant to the Delaware Business Trust Act by filing the Certificate of Trust
with the office of the Secretary of State on May 4, 2001, and entered into the
Original Trust Agreement, dated as of May 4, 2001;
WHEREAS, the parties hereto have executed that certain MBNA Credit Card
Master Note Trust Amended and Restated Trust Agreement, dated as of May 24, 2001
(the "Agreement");
WHEREAS the Beneficiary and Transferor and the Owner Trustee wish to
amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
SECTION 1. Amendment of Section 2.15. Section 2.15 of the Agreement
shall be and hereby is amended by adding the following subsections, which shall
read in their entirety as follows:
(e) To the extent the Delaware UCC applies, this Agreement
creates a valid and continuing security interest (as defined in the
Delaware UCC) in favor of the Trust in the Collateral Certificate, which
security interest is prior to all other liens, and is enforceable as such
as against creditors of and purchasers from the Transferor.
(f) The Collateral Certificate constitutes either an "account," a
"general intangible," an "instrument," or a "certificated security," each
within the meaning of the Delaware UCC.
(g) At the time of the transfer and assignment of the Collateral
Certificate to the Trust pursuant to this Agreement, the Transferor owned
and had good and marketable title to the Collateral Certificate free and
clear of any lien, claim or encumbrance of any Person.
(h) The Transferor has caused or will have caused, within ten
days of the execution of this Agreement, 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 Trust pursuant to
this Agreement.
(i) Other than the interests transferred and assigned to the
Trust and the Indenture Trustee pursuant to this Agreement, the Transferor
has not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed the Collateral Certificate. The Transferor has not
authorized the filing of and is not aware of any financing statements
against the Transferor that include a description of the Collateral
Certificate other than any financing statement relating to the security
interest granted to the Trust and the Indenture Trustee pursuant to this
Agreement or any financing statement that has been terminated. The
Transferor is not aware of any judgment or tax lien filings against the
Transferor.
(j) Prior to the transfer of the Collateral Certificate to the
Indenture Trustee, all original executed copies of the Collateral
Certificate had been delivered to the Trust.
(k) At the time of the transfer and assignment of the Collateral
Certificate to the Trust pursuant to this Agreement, the Collateral
Certificate had no marks or notations indicating that it has been pledged,
assigned or otherwise conveyed to any Person other than the Trust.
(l) None of the representations and warranties contained
subsections 2.15(e) through 2.15(k) shall be waived by any of the parties
to this Agreement unless the Transferor has obtained written confirmation
from each Note Rating Agency (as defined in the Indenture) that there will
be no Ratings Effect (as defined in the Indenture) with respect to such
waiver.
SECTION 2. Effectiveness. The amendments provided for by this Amendment
shall become effective upon the following:
(a) Issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion
(each as defined in the Indenture) to the Owner Trustee and the Indenture
Trustee.
(b) Delivery to the Indenture Trustee and the Owner Trustee of an
Officer's Certificate (as defined in the Indenture) to the effect that the Trust
reasonably believes that such amendment will not have an Adverse Effect (as
defined in the Indenture) and is not reasonably expected to have an Adverse
Effect at any time in the future.
(c) Counterparts of this Amendment, duly executed by the parties
hereto.
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SECTION 3. Instruction to the Owner Trustee. By its execution hereof,
the Beneficiary hereby instructs the Owner Trustee to execute this Amendment.
SECTION 4. Agreement in Full Force and Effect as Amended. Except as
specifically amended or waived hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect. All references to the Agreement
in any other document or instrument shall be deemed to mean such Agreement as
amended by this Amendment. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set forth
herein.
SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all such counterparts taken
together shall constitute one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.
SECTION 7. Defined Terms and Section References. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Agreement. All Section or subsection references herein shall mean
Sections or subsections of the Agreement, except as otherwise provided herein.
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IN WITNESS WHEREOF, the Transferor, the Beneficiary and the Owner
Trustee have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
WILMINGTON TRUST COMPANY, as
Owner Trustee
By: /s/ Xxxxxx X. XxxXxxxxx
------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President
MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and
as Transferor
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Acknowledged and Accepted:
MBNA CREDIT CARD MASTER NOTE TRUST
By: MBNA America Bank, National Association,
as Beneficiary
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
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