EXECUTION COPY
MBNA CREDIT CARD MASTER NOTE TRUST
as Issuer
CLASS C(2002-7) TERMS DOCUMENT
dated as of October 29, 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 C(2002-7) 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 29, 2002.
Pursuant to this Terms Document, the Issuer and the
Indenture Trustee shall create a new tranche of Class C Notes and shall
specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions. For all purposes of this
Terms Document, except as otherwise expressly provided or unless the
context otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the
plural as well as the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement or the Indenture, either
directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with
generally accepted accounting principles and, except
as otherwise herein expressly provided, the term
"generally accepted accounting principles" with
respect to any computation required or permitted
hereunder means such accounting principles as are
generally accepted in the United States of America at
the date of such computation;
(4) all references in this Terms Document to designated
"Articles," "Sections" and other subdivisions are to
the designated Articles, Sections and other
subdivisions of this Terms Document as originally
executed;
(5) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Terms
Document as a whole and not to any particular
Article, Section or other subdivision;
(6) in the event that any term or provision contained
herein shall conflict with or be inconsistent with
any term or provision contained in the Indenture
Supplement or the Indenture, the terms and provisions
of this Terms Document shall be controlling;
(7) each capitalized term defined herein shall relate
only to the Class C(2002-7) Notes and no other
tranche of Notes issued by the Issuer; and
(8) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Accumulation Reserve Funding Period" shall mean, (a) if
the Accumulation Period Length is determined to be one (1) month, there
shall be no Accumulation Reserve Funding Period and (b) otherwise, the
period (x) commencing on the earliest to occur of (i) the Monthly
Period beginning three (3) calendar months prior to the first Transfer
Date for which a budgeted deposit is targeted to be made into the
Principal Funding sub-Account of the Class C(2002-7) 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
2010 Transfer Date for which the Quarterly Excess Available Funds
Percentage is less than 2%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 24 months
prior to the Expected Principal Payment Date, (iii) the Monthly Period
following the first Transfer Date following and including the March
2011 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 2011 Transfer Date for which the Quarterly Excess Available Funds
Percentage is less than 4%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 16 months
prior to the Expected Principal Payment Date and (y) ending on the
close of business on the last day of the Monthly Period preceding the
earlier to occur of (i) the Expected Principal Payment Date for the
Class C(2002-7) Notes and (ii) the date on which the Class C(2002-7)
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 C Reserve Account Percentage" means, (i) zero, if
the Quarterly Excess Available Funds Percentage on such Transfer Date
is greater than or equal to 4.50%, (ii) 1.25%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than 4.50% and
greater than or equal to 4.00%, (iii) 2.00%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than 4.00% and
greater than or equal to 3.50%, (iv) 2.75%, if the Quarterly Excess
Available Funds Percentage is less than 3.50% and greater than or equal
to 3.00%, (v) 3.50%, if the Quarterly Excess Available Funds Percentage
on such Transfer Date is less than 3.00% and greater than or equal to
2.50%, (vi) 4.50%, if the Quarterly Excess Available Funds Percentage
is less than 2.50% and greater than or equal to 2.00%, and (vii) 6.00%,
if the Quarterly Excess Available Funds Percentage on such Transfer
Date is less than 2.00%.
"Class C(2002-7) Note" means any Note, substantially in the
form set forth in Exhibit A-3 to the Indenture Supplement, designated
therein as a Class C(2002-7) Note and duly executed and authenticated
in accordance with the Indenture.
"Class C(2002-7) Noteholder" means a Person in whose name a
Class C(2002-7) Note is registered in the Note Register.
"Class C(2002-7) Termination Date" means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class C(2002-7) Notes is paid in full, (b) the
Legal Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article VI thereof.
"Controlled Accumulation Amount" means 4,166,666.67;
provided, however, if the Accumulation Period Length is determined to
be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the
Indenture Supplement, the Controlled Accumulation Amount shall be the
amount specified in the definition of "Controlled Accumulation Amount"
in the Indenture Supplement.
"Excess Available Funds Percentage" means, with respect to
any Transfer Date, the amount, if any, by which the Portfolio Yield for
the preceding Monthly Period exceeds the Base Rate for such Monthly
Period.
"Expected Principal Payment Date" means October 15, 2012.
"Initial Dollar Principal Amount" means $50,000,000.
"Interest Payment Date" means the fifteenth day of each
month commencing December 16, 2002, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Interest Period" means, with respect to any Interest
Payment Date, the period from and including the previous Interest
Payment Date (or in the case of the initial Interest Payment Date, from
and including the Issuance Date) through the day preceding such
Interest Payment Date.
"Issuance Date" means October 29, 2002.
"Legal Maturity Date" means March 16, 2015.
"MBNAseries Servicer Interchange" means, with respect to
any Monthly Period, an amount equal to the product of (a) the Servicer
Interchange (as such term is defined in the Series 2001-D Supplement)
with respect to such Monthly Period and (b) a fraction the numerator of
which is the Weighted Average Available Funds Allocation Amount for the
MBNAseries for such Monthly Period and the denominator of which is the
Weighted Average Available Funds Allocation Amount for all series of
Notes for such Monthly Period.
"Note Interest Rate" means a per annum rate equal to 6.70%.
"Paying Agent" means The Bank of New York.
"Portfolio Yield" means, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is (a) the amount of Available Funds allocated to
the MBNAseries pursuant to Section 501 of the Indenture, plus (b) any
Interest Funding sub-Account Earnings on the related Transfer Date,
plus (c) any amounts to be treated as MBNAseries Available Funds
pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement,
plus (d) the MBNAseries Servicer Interchange for such Monthly Period,
minus (e) the excess, if any, of the sum of the PFA Prefunding Earnings
Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of
the aggregate amount to be treated as MBNAseries Available Funds for
such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the
Indenture Supplement plus any other amounts applied to cover earnings
shortfalls on amounts in the Principal Funding sub-Account for any
tranche of MBNAseries Notes for such Monthly Period, minus (f) the
MBNAseries Investor Default Amount for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.
"Predecessor Note" means, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt
as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 306 of
the Indenture in lieu of a mutilated, lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.
"Quarterly Excess Available Funds Percentage" means, with
respect to the November 2002 Transfer Date and each Transfer Date
thereafter, the percentage equivalent of a fraction the numerator of
which is the sum of the Excess Available Funds Percentages with respect
to the immediately preceding three Monthly Periods and the denominator
of which is three.
"Record Date" means, for any Transfer Date, the last
Business Day of the preceding Monthly Period.
"Required Accumulation Reserve sub-Account Amount" means,
with respect to any Monthly Period during the Accumulation Reserve
Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar
Principal Amount of the Class C(2002-7) Notes as of the close of
business on the last day of the preceding Monthly Period or (ii) any
other amount designated by the Issuer; provided, however, that if such
designation is of a lesser amount, the Note Rating Agencies shall have
provided prior written confirmation that a Ratings Effect will not
occur with respect to such change.
"Servicer Interchange Rate" means, for any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the
MBNAseries Servicer Interchange for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.
"Stated Principal Amount" means $50,000,000.
"Weighted Average Interest Rates" means, with respect to
any Outstanding Notes of a class or tranche of the MBNAseries, or of
all of the Outstanding Notes of the MBNAseries, on any date, the
weighted average (weighted based on the Outstanding Dollar Principal
Amount of the related Notes on such date) of the following rates of
interest:
(a) in the case of a tranche of Dollar Interest-bearing
Notes with no Derivative Agreement for interest, the rate of interest
applicable to that tranche on that date;
(b) in the case of a tranche of Discount Notes, the rate
of accretion (converted to an accrual rate) of that tranche on that
date;
(c) in the case of a tranche of Notes with a payment due
under a Performing Derivative Agreement for interest, the rate at which
payments by the Issuer to the applicable Derivative Counterparty accrue
on that date (prior to the netting of such payments, if applicable);
and
(d) in the case of a tranche of Notes with a non-
Performing Derivative Agreement for interest, the rate specified for
that date in the related terms document.
Section 1.02. Governing Law; 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.
[END OF ARTICLE I]
ARTICLE II
The Class C(2002-7) Notes
Section 2.01. Creation and Designation. There is
hereby created a tranche of MBNAseries Class C Notes to be issued
pursuant to the Indenture and the MBNAseries Indenture Supplement to be
known as the "MBNAseries Class C(2002-7) Notes."
Section 2.02. Interest Payment.
(a) For each Interest Payment Date, the amount of
interest due with respect to the Class C(2002-7) Notes shall be an
amount equal to one-twelfth of the product of (i) the Note Interest
Rate, times (ii) the Outstanding Dollar Principal Amount of the Class
C(2002-7) Notes determined as of the Record Date preceding the related
Transfer Date; provided, however, that for the first Interest Payment
Date the amount of interest due is $428,055.56. Interest on the Class
C(2002-7) Notes will be calculated on the basis of a 360-day year and
twelve 30-day months.
(b) Pursuant to Section 3.03 of the Indenture Supplement,
on each Transfer Date, the Indenture Trustee shall deposit into the
Class C(2002-7) Interest Funding sub-Account the portion of MBNAseries
Available Funds allocable to the Class C(2002-7) Notes.
Section 2.03. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any,
payable on any Class C(2002-7) Note which is punctually paid or duly
provided for by the Issuer and the Indenture Trustee on the applicable
Interest Payment Date or Principal Payment Date shall be paid by the
Paying Agent to the Person in whose name such Class C(2002-7) Note (or
one or more Predecessor Notes) is registered on the Record Date, by
wire transfer of immediately available funds to such Person's account
as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the
third Business Day preceding the date of payment or, if no such account
has been so designated, by check mailed first-class, postage prepaid to
such Person's address as it appears on the Note Register on such Record
Date, except that with respect to Notes registered on the Record Date
in the name of the nominee of Cede & Co., payment shall be made by wire
transfer in immediately available funds to the account designated by
such nominee.
(b) The right of the Class C(2002-7) Noteholders to
receive payments from the Issuer will terminate on the first Business
Day following the Class C(2002-7) Termination Date.
Section 2.04. Targeted Deposit to the Class C Reserve
Account. The deposit targeted to be made to the Class C Reserve sub-
Account for the Class C(2002-7) Notes for any Transfer Date will be an
amount equal to (i) to the product of (A) Class C Reserve Account
Percentage for the related Monthly Period times (B) the sum of the
Initial Outstanding Dollar Principal Amounts of each tranche of
Outstanding MBNAseries Notes as of the last day of the preceding
Monthly Period times (C) a fraction, the numerator of which is the
Nominal Liquidation Amount of the Class C(2002-7) Notes as of the close
of business on the last day of the preceding Monthly Period and the
denominator of which is the Nominal Liquidation Amount of all Class C
Notes in the MBNAseries as of the close of business on the last day of
the preceding Monthly Period, minus (ii) any amount previously on
deposit in the Class C(2002-7) Reserve sub-Account prior to such
targeted deposit; provided however, that if an Early Redemption Event
or Event of Default occurs with respect to the Class C(2002-7) Notes,
the deposit targeted will be the Adjusted Outstanding Dollar Principal
Amount of the Class C(2002-7) notes minus the amount then on deposit in
such sub-Account.
Section 2.05. Form of Delivery of Class C(2002-7)
Notes; Depository; Denominations.
(a) The Class C(2002-7) Notes shall be delivered in the
form of a global Registered Note as provided in Sections 202 and 301(i)
of the Indenture, respectively.
(b) The Depository for the Class C(2002-7) Notes shall be
The Depository Trust Company, and the Class C(2002-7) Notes shall
initially be registered in the name of Cede & Co., its nominee.
(c) The Class C(2002-7) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.06. Delivery and Payment for the Class
C(2002-7) Notes. The Issuer shall execute and deliver the Class
C(2002-7) Notes to the Indenture Trustee for authentication, and the
Indenture Trustee shall deliver the Class C(2002-7) Notes when
authenticated, each in accordance with Section 303 of the Indenture.
Section 2.07. Targeted Deposits to the Accumulation
Reserve Account. The deposit targeted to be made to the Accumulation
Reserve Account for any Monthly Period during the Accumulation Reserve
Funding Period will be an amount equal to the Required Accumulation
Reserve sub-Account Amount.
[END OF ARTICLE II]
ARTICLE III
Representations and Warranties
Section 3.01. Issuer's Representations and Warranties.
The Issuer makes the following representations and warranties as to the
Collateral Certificate on which the Indenture Trustee is deemed to have
relied in acquiring the Collateral Certificate. Such representations
and warranties speak as of the execution and delivery of this Terms
Document, but shall survive until the termination of this Terms
Document. Such representations and warranties shall not be waived by
any of the parties to this Terms Document unless the Issuer has
obtained written confirmation from each Note Rating Agency that there
will be no Ratings Effect with respect to such waiver.
(a) The Indenture creates a valid and continuing security
interest (as defined in the 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/ Xxxxx X.
Sweeney______________________
Xxxxx X. Xxxxxxx
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 C(2002-7) Terms Document]
Article I
Definitions and other Provisions
of General Application
Section 1.01. Definitions 1
Section 1.02. Governing Law; Submission to Jurisdiction; Agent
for Service of Process 5
Section 1.03. Counterparts 5
Section 1.04. Ratification of Indenture and Indenture Supplement 5
Article II
The Class C(2002-7) Notes
Section 2.01. Creation and Designation 6
Section 2.02. Interest Payment 6
Section 2.03. Payments of Interest and Principal 6
Section 2.04. Targeted Deposit to the Class C Reserve Account 6
Section 2.05. Form of Delivery of Class C(2002-7) Notes;
Depository; Denominations 7
Section 2.06. Delivery and Payment for the Class C(2002-7) Notes 7
Section 2.07. Targeted Deposits to the Accumulation Reserve
Account. 7
Article IIi
Representations and Warranties
Section 3.01. Issuer's Representations and Warranties 8
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