EXECUTION COPY
FIRST AMENDMENT
TO
THE MBNA CREDIT CARD MASTER NOTE TRUST
INDENTURE
THIS FIRST AMENDMENT TO THE MBNA CREDIT CARD MASTER NOTE
TRUST INDENTURE, dated as of August 1, 2002 (the "Amendment") is by and
between MBNA CREDIT CARD MASTER NOTE TRUST, as Issuer, and THE BANK OF
NEW YORK, as Indenture Trustee.
WHEREAS the Issuer and the Indenture Trustee have executed
that certain Indenture, dated as of May 24, 2001 (as amended and
supplemented through the date hereof and as the same may be further
amended, supplemented or otherwise modified and in effect from time to
time, the "Indenture");
WHEREAS the Issuer and the Indenture Trustee have executed
the MBNAseries Indenture Supplement, dated as of May 24, 2001 (the
"Indenture Supplement");
WHEREAS the Issuer and the Indenture Trustee have executed
certain terms documents as described in Schedule 1 hereto (together,
the "Terms Documents");
WHEREAS the Issuer and the Indenture Trustee wish to amend
the Indenture, the Indenture Supplement and the Terms Documents as
provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree to amend the
provisions of the Indenture, the Indenture Supplement and the Terms
Documents as follows:
SECTION 1. Amendment of Section 112. Section 112 of the
Indenture shall be and hereby is amended by deleting such Section in
its entirety and inserting the following text in its place:
Governing Law; Submission to Jurisdiction; Agent for Service of
Process. This Indenture 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 Indenture 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 Indenture involves at
least $100,000.00, and (b) that this Indenture 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 2. Amendment to the Indenture Supplement. By
executing this Amendment, the parties hereto acknowledge and agree to
amend the Indenture Supplement by deleting Section 1.02 of the
Indenture Supplement and inserting the amendments in Section 1 hereto
in its place; provided that, the term "Indenture" shall be deleted
wherever it appears in such amendments and "Indenture Supplement" shall
be inserted in its place.
SECTION 3. Amendment to the Terms Documents. By executing
this Amendment, the parties hereto acknowledge and agree to amend each
of the Terms Documents by deleting Section 1.02 of each of the Terms
Documents and inserting the amendments in Section 1 hereto in its
place; provided that, the term "Indenture" shall be deleted wherever it
appears in such amendments and "Terms Document" shall be inserted in
its place.
SECTION 4. Effectiveness. The amendments provided for by
this Amendment shall become effective upon the delivery of the
following:
(a) A Master Trust Tax Opinion.
(b) An Issuer Tax Opinion.
(c) An officer's certificate from the Issuer to the
Indenture Trustee and the Owner Trustee to the effect that the Issuer
reasonably believes that this Amendment will not have an Adverse Effect
and is not reasonably expected to have an Adverse Effect at any time in
the future.
(d) Written confirmation from the Note Rating Agencies that
this Amendment will not have a Ratings Effect.
(e) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 5. Indenture, Indenture Supplement and Terms
Documents in Full Force and Effect as Amended. Except as specifically
amended or waived hereby, all of the terms and conditions of the
Indenture and the Indenture Supplement and the Terms Documents shall
remain in full force and effect. All references to the Indenture and
the Indenture Supplement and the Terms Documents in any other document
or instrument shall be deemed to mean such Indenture, Indenture
Supplement and Terms Documents as amended by this Amendment. This
Amendment shall not constitute a novation of the Indenture, the
Indenture Supplement or the Terms Documents, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms
and obligations of the Indenture and the Indenture Supplement and the
Terms Documents, as amended by this Amendment, as though the terms and
obligations of the Indenture and the Indenture Supplement and the Terms
Documents were set forth herein.
SECTION 6. 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 7. Governing Law. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 8. Defined Terms and Section References.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Indenture. All Section or
subsection references herein shall mean Sections or subsections of the
Indenture, except as otherwise provided herein.
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee
have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
MBNA CREDIT CARD MASTER
NOTE TRUST, by MBNA America Bank,
National Association, as
Beneficiary
By: /s/ Xxxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxxx X. Xxxxx
Title: First Vice President
THE BANK OF NEW YORK,
as Indenture Trustee and not in
its individual capacity
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice
President
SCHEDULE 1
List of Terms Documents
MBNAseries Class C(2001-1) Terms Document, dated as of May 24, 2001
MBNAseries Class C(2001-2) Terms Document, dated as of July 12, 2001
MBNAseries Class C(2001-3) Terms Document, dated as of July 25, 2001
MBNAseries Class C(2001-4) Terms Document, dated as of September 6,
2001
MBNAseries Class C(2001-5) Terms Document, dated as of December 11,
2001
MBNAseries Class C(2002-1) Terms Document, dated as of February 28,
2002
MBNAseries Class C(2002-2) Terms Document, dated as of June 12, 2002
MBNAseries Class C(2002-3) Terms Document, dated as of June 12, 2002
MBNAseries Class B(2001-1) Terms Document, dated as of May 24, 2001
MBNAseries Class B(2001-2) Terms Document, dated as of September 6,
2001
MBNAseries Class B(2001-3) Terms Document, dated as of December 20,
2001
MBNAseries Class B(2002-1) Terms Document, dated as of February 28,
2002
MBNAseries Class B(2002-2) Terms Document, dated as of June 12, 2002
MBNAseries Class A(2001-1) Terms Document, dated as of May 31, 2001
MBNAseries Class A(2001-2) Terms Document, dated as of July 26, 2001
MBNAseries Class A(2001-3) Terms Document, dated as of August 8, 2001
MBNAseries Class A(2001-Emerald) Terms Document, dated as of August 15,
2001
MBNAseries Class A(2001-4) Terms Document, dated as of September 27,
2001
MBNAseries Class A(2001-5) Terms Document, dated as of November 8, 2001
MBNAseries Class A(2002-1) Terms Document, dated as of January 31, 2002
MBNAseries Class A(2002-2) Terms Document, dated as of March 27, 2002
MBNAseries Class A(2002-3) Terms Document, dated as of April 24, 2002
MBNAseries Class A(2002-4) Terms Document, dated as of May 9, 2002
MBNAseries Class A(2002-5) Terms Document, dated as of May 30, 2002
MBNAseries Class A(2002-6) Terms Document, dated as of June 26, 2002
MBNAseries Class A(2002-7) Terms Document, dated as of July 25, 2002
MBNAseries Class A(2002-8) Terms Document, dated as of July 31, 2002
MBNAseries Class A(2002-9) Terms Document, dated as of July 31, 2002
(..continued)
DOCSDC1:140297.6 3
