Report of Independent Accountants
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
The Bank of New York
101 Barclay Street
New York, New York 10286
MBNA Master Credit Card Trust II
--------------------------------
We have performed the procedures enumerated below, which were agreed to by MBNA America Bank, N.A. ("MBNA") and The Bank of New York,
solely to assist you with respect to the amounts in the "mathematical calculations" set forth in the monthly certificates for each
series (as specified in Attachment A) in the MBNA Master Credit Card Trust II ("Trust"), prepared by MBNA pursuant to subsection
3.04(b) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") between MBNA and The Bank of New
York, during the periods specified in Attachment A. MBNA is responsible for the monthly certificates and related financial records.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute
of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the parties specified in this
report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose
for which this report has been requested or for any other purpose.
The procedures and the associated findings are as follows: We compared the amounts in the "mathematical calculations" set forth in
the monthly certificates for each series in the Trust, for the months specified in Attachment A, prepared by MBNA pursuant to
subsection 3.04(b) of the Agreement with reports prepared by MBNA's bank card processor or MBNA, which were the source of such
amounts. As a result of the procedures performed we noted that in all instances the amounts in the "mathematical calculations" set
forth in the monthly certificates for each series in the Trust, for the months specified in Attachment A, were in agreement with
reports prepared by MBNA's bank card processor or MBNA.
We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on the amounts in
the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, prepared by MBNA pursuant to
subsection 3.04(b) of the Agreement or on the reports prepared by MBNA's bank card processor or MBNA. Accordingly, we do not express
such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been
reported to you.
This report is intended solely for the information and use of the specified parties listed above and is not intended to be and should
not be used by anyone other than these specified parties.
/s/ Ernst and Young LLP
August 15, 2002
Attachment A
Pooling and Servicing
Series Agreement Supplement Date Monthly Certificates Tested
- ---------------------------------------------------------------------------------------------------------------------
1994 - C1 October 26, 1994, as amended
1994 - E December 15, 1994, as amended December 2001, February and June 2002
1995 - A March 22, 1995, as amended December 2001, February and June 2002
1995 - C June 29, 1995, as amended December 2001, February and June 2002
1995 - E August 2, 1995, as amended December 2001, February and June 2002
1995 - G September 27, 1995, as amended December 2001, February and June 2002
1995 - J November 21, 1995, as amended December 2001, February and June 2002
1996 - A February 28, 1996, as amended December 2001, February and June 2002
1996 - B March 26, 1996 December 2001, February and June 2002
1996 - E May 21, 1996 December 2001, February and June 2002
1996 - F June 25, 1996, as amended December 2001, February and June 2002
1996 - G July 17, 1996 December 2001, February and June 2002
1996 - H2 August 14, 1996
1996 - I3 September 25, 1996
1996 - J September 19, 1996 December 2001, February and June 2002
1996 - K October 24, 1996 December 2001, February and June 2002
1996 - M November 26, 1996 December 2001, February and June 2002
1997 - B February 27, 1997 December 2001, February and June 2002
1997 - C March 26, 1997 December 2001, February and June 2002
1997 - D May 22, 1997 December 2001, February and June 2002
1997 - E4 May 8, 1997 December 2001 and February 2002
1997 - F5 June 18, 1997 December 2001 and February 2002
1997 - G June 18, 1997 December 2001, February and June 2002
Attachment A (continued)
Pooling and Servicing
Series Agreement Supplement Date Monthly Certificates Tested
- ---------------------------------------------------------------------------------------------------------------------
1997 - H August 6, 1997 December 2001, February and June 2002
1997 - I August 26, 1997 December 2001, February and June 2002
1997 - J September 10, 1997 December 2001, February and June 2002
1997 - K October 22, 1997 December 2001, February and June 2002
1997 - L November 13, 1997 December 2001, February and June 2002
1997 - M November 6, 1997 December 2001, February and June 2002
1997 - O December 23, 1997 December 2001, February and June 2002
1998 - A March 18, 1998 December 2001, February and June 2002
1998 - B April 14, 1998 December 2001, February and June 2002
1998 - C June 24, 1998 December 2001, February and June 2002
1998 - D July 30, 1998 December 2001, February and June 2002
1998 - E August 11, 1998 December 2001, February and June 2002
1998 - F August 26, 1998 December 2001, February and June 2002
1998 - G September 10, 1998 December 2001, February and June 2002
1998 - I6 October 22, 1998
1998 - J October 29, 1998 December 2001, February and June 2002
1998 - K November 24, 1998 December 2001, February and June 2002
1999 - A March 25, 1999 December 2001, February and June 2002
1999 - B March 26, 1999 December 2001, February and June 2002
1999 - C May 18, 1999 December 2001, February and June 2002
1999 - D June 3, 1999 December 2001, February and June 2002
1999 - E7 July 7, 1999 December 2001 and February 2002
1999 - F August 3, 1999 December 2001, February and June 2002
1999 - G July 29, 1999 December 2001, February and June 2002
1999 - H August 18, 1999 December 2001, February and June 2002
Attachment A (continued)
Pooling and Servicing
Series Agreement Supplement Date Monthly Certificates Tested
- ---------------------------------------------------------------------------------------------------------------------
1999 - I September 8, 1999 December 2001, February and June 2002
1999 - J September 23, 1999 December 2001, February and June 2002
1999 - K October 27, 1999 December 2001, February and June 2002
1999 - L November 5, 1999 December 2001, February and June 2002
1999 - M December 1, 1999 December 2001, February and June 2002
2000 - A March 8, 2000 December 2001, February and June 2002
2000 - B March 28, 2000 December 2001, February and June 2002
2000 - C April 13, 2000 December 2001, February and June 2002
2000 - D May 11, 2000 December 2001, February and June 2002
2000 - E June 1, 2000 December 2001, February and June 2002
2000 - F June 23, 2000 December 2001, February and June 2002
2000 - G July 20, 2000 December 2001, February and June 2002
2000 - H August 23, 2000 December 2001, February and June 2002
2000 - I September 8, 2000 December 2001, February and June 2002
2000 - J October 12, 2000 December 2001, February and June 2002
2000 - K November 21, 2000 December 2001, February and June 2002
2000 - L December 13, 2000 December 2001, February and June 2002
2000 - Z March 30, 2000 December 2001, February and June 2002
2001 - A February 20, 2001 December 2001, February and June 2002
2001 - B March 8, 2001 December 2001, February and June 2002
2001 - C April 25, 2001 December 2001, February and June 2002
2001 - D May 24, 2001 December 2001, February and June 2002
1 The last reporting period for Series 1994-C was October 2001.
2 The last reporting period for Series 1996-H was August 2001.
3 The last reporting period for Series 1996-I was September 2001.
4 The last reporting period for Series 1997-E was March 2002.
5 The last reporting period for Series 1997-F was May 2002.
6 The last reporting period for Series 1998-I was September 2001.
7 The last reporting period for Series 1999-E was May 2002.
Report of Independent Accountants
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
The Bank of New York
101 Barclay Street
New York, New York 10286
MBNA Master Credit Card Trust II
---------------------------------
We have examined management's assertion that MBNA America Bank, N.A. ("MBNA" or "the Company"), a wholly owned subsidiary of MBNA
Corporation, complied with the covenants and conditions of sections 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a)
and 4.03(a), (c) and (d) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended (the "PSA") and the sections
specified in Attachment A of the applicable Series' Pooling and Servicing Agreement Supplement (the "PSA Supplement"), between MBNA
and The Bank of New York, during the compliance periods specified in Attachment A. In addition, we have examined management's
assertion that MBNA complied with the covenants and conditions of sections 310(a), 402(a), 701(a) and (b), 907, 908(a) and 1201 of
the MBNA Credit Card Master Note Trust Indenture dated as of May 24, 2001 (the "Indenture") and sections 2.02(i)-(iv), 3.16 and
4.01(a) of the MBNA Credit Card Master Note Trust MBNAseries Indenture Supplement dated May 24, 2001 (the "Indenture Supplement"
together with the PSA, PSA Supplement and Indenture, the "Agreements"), between the MBNA Credit Card Master Note Trust and The Bank
of New York, during the compliance periods specified in Attachment A.
This assertion is included in the accompanying report by management titled, "Report of Management on Credit Card and Consumer Loan
Trust Internal Control and Pooling and Servicing Agreement/Indenture Compliance" (the "Report"). Management is responsible for
MBNA's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about the Company's
compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public
Accountants and, accordingly, included examining, on a test basis, evidence about MBNA's compliance with those requirements and
performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal determination on MBNA's compliance with specified
requirements.
In our opinion, management's assertion that MBNA complied with the covenants and conditions of the Agreements, referred to above,
during the compliance periods specified in Attachment A, are fairly stated, in all material respects.
This report is intended solely for the information and use of MBNA and The Bank of New York, as Trustee of the Master Trust and
Indenture Trustee of the Note Trust, and is not intended and should not be used by anyone other than these specified parties and
anyone who is authorized to receive such information as specified in the Agreements or in the applicable Series' or MBNAseries Notes'
Underwriting/Subscription/Purchase Agreement, as specified in Attachment A. However, this report is a matter of public record and
its distribution is not limited.
/s/ Ernst and Young
August 15, 2002
Attachment A
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1994-C October 26, 1994, as (a) July 1, 2001 - November 15, 2001 Merrill Lynch and Co. October 19, 1994
amended
1994-E December 15, 1994, as (b) July 1, 2001 - June 30, 2002 (1) December 15, 1994
amended
1995-A March 22, 1995, as amended (a) July 1, 2001 - June 30, 2002 Merrill Lynch and Co. March 15, 1995
1995-C June 29, 1995, as amended (c) July 1, 2001 - June 30, 2002 Lehman Brothers June 22, 1995
1995-E August 2, 1995, as amended (a) July 1, 2001 - June 30, 2002 Credit Suisse First Boston July 26, 1995
1995-G September 27, 1995, as (a) July 1, 2001 - June 30, 2002 Lehman Brothers September 22, 1995
amended
1995-J November 21, 1995, as (a) July 1, 2001 - June 30, 2002 J. P. Morgan and Co. November 14, 1995
amended
1996-A February 28, 1996, as (a) July 1, 2001 - June 30, 2002 Goldman, Sachs and Co. February 21, 1996
amended
Attachment A (continued)
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1996-B March 26, 1996 (a) July 1, 2001 - June 30, 2002 Lehman Brothers March 18, 1996
1996-E May 21, 1996 (a) July 1, 2001 - June 30, 2002 J.P. Morgan and Co. May 13, 1996
1996-F June 25, 1996, as amended (e) July 1, 2001 - June 30, 2002 (1) June 25, 1996
1996-G July 17, 1996 (a) July 1, 2001 - June 30, 2002 Lehman Brothers July 10, 1996
1996-H August 14, 1996 (f) July 1, 2001 - September 17, 2001 Goldman, Sachs and Co. August 7,1996
1996-I September 25, 1996 (g) July 1, 2001 - October 15, 2001 Class A: Merrill Lynch Bank AG September 23,1996
1996-J September 19, 1996 (a) July 1, 2001 - June 30, 2002 J.P. Morgan and Co. September 12, 1996
1996-K October 24, 1996 (a) July 1, 2001 - June 30, 2002 Goldman, Sachs and Co. October 18, 1996
1996-M November 26, 1996 (f) July 1, 2001 - June 30, 2002 Credit Suisse First Boston November 19, 1996
1997-B February 27, 1997 (a) July 1, 2001 - June 30, 2002 Lehman Brothers February 20, 1997
1997-C March 26, 1997 (a) July 1, 2001 - June 30, 2002 Merrill Lynch and Co. March 19, 1997
Attachment A (continued)
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1997-D May 22, 1997 (g) July 1, 2001 - June 30, 2002 Class A: Morgan Stanley and Co. Class A: April 24, 1997
International Limited, Class B: Morgan Class B: April 29, 1997
Stanley and Co. Incorporated, Class C: Class C: May 2, 1997
Lehman Brothers Inc.
1997-E May 8, 1997 (f) July 1, 2001 - April 15, 2002 J.P. Morgan and Co. April 24, 1997
1997-F June 18, 1997 (h) July 1, 2001 - June 17, 2002 Lehman Brothers June 11, 1997
1997-G June 18, 1997 (a) July 1, 2001 - June 30, 2002 (1) June 16, 1997
1997-H August 6, 1997 (g) July 1, 2001 - June 30, 2002 Class A: J.P. Morgan and CIE, S.A., Class A: July 9, 1997
Class B and C: J.P. Morgan Securities Class B: July 9, 1997
Inc. Class C: July 15, 1997
1997-I August 26, 1997 (h) July 1, 2001 - June 30, 2002 Goldman, Sachs and Co. August 12, 1997
1997-J September 10, 1997 (a) July 1, 2001 - June 30, 2002 Lehman Brothers September 4, 1997
1997-K October 22, 1997 (a) July 1, 2001 - June 30, 2002 Credit Suisse First Boston October 9, 1997
1997-L November 13, 1997 (g) July 1, 2001 - June 30, 2002 Class A: Merrill Lynch Finance October 15, 1997
S.A., Class B: Merrill Lynch, Pierce,
Fenner and Smith Incorporated
Attachment A (continued)
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1997-M November 6, 1997 (f) July 1, 2001 - June 30, 2002 Salomon Brothers Inc October 28, 1997
1997-O December 23, 1997 (a) July 1, 2001 - June 30, 2002 (1) December 11, 1997
1998-A March 18, 1998 (a) July 1, 2001 - June 30, 2002 J.P. Morgan and Co. March 3, 1998
1998-B April 14 , 1998 (g) July 1, 2001 - June 30, 2002 Class A: Merrill Lynch International March 17, 1998
1998-C June 24, 1998 (a) July 1, 2001 - June 30, 2002 Salomon Brothers Inc June 10, 1998
1998-D July 30, 1998 (h) July 1, 2001 - June 30, 2002 Credit Suisse First Boston July 22, 1998
1998-E August 11, 1998 (f) July 1, 2001 - June 30, 2002 Lehman Brothers July 29, 1998
1998-F August 26, 1998 (f) July 1, 2001 - June 30, 2002 Merrill Lynch and Co. August 12, 1998
1998-G September 10, 1998 (a) July 1, 2001 - June 30, 2002 Credit Suisse First Boston September 3, 1998
1998-I October 22, 1998 (a) July 1, 2001 - October 15, 2001 Salomon Smith Barney October 16, 1998
1998-J October 29, 1998 (a) July 1, 2001 - June 30, 2002 Goldman, Sachs and Co. October 22, 1998
Credit Suisse First Boston
Attachment A (continued)
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1998-K November 24, 1998 (a) July 1, 2001 - June 30, 2002 (1) November 16, 1998
1999-A March 25, 1999 (a) July 1, 2001 - June 30, 2002 Bear, Stearns and Co. Inc. March 3, 1999
1999-B March 26, 1999 (h) July 1, 2001 - June 30, 2002 Lehman Brothers March 18, 1999
1999-C May 18, 1999 (g) July 1, 2001 - June 30, 2002 Class A: Credit Suisse First Boston April 28, 1999
(Europe) Limited, Class B: Credit
Suisse First Boston Corporation
1999-D June 3, 1999 (a) July 1, 2001 - June 30, 2002 Salomon Smith Barney May 20, 1999
1999-E July 7, 1999 (a) July 1, 2001 - June 17, 2002 Merrill Lynch and Co. June 23, 1999
1999-F August 3, 1999 (g) July 1, 2001 - June 30, 2002 Class A: Morgan Stanley and Co. Class A: July 13, 1999
International Limited, Class B: Morgan Class B: July 15, 1999
Stanley and Co. Incorporated
1999-G July 29, 1999 (h) July 1, 2001 - June 30, 2002 Credit Suisse First Boston July 20, 1999
1999-H August 18, 1999 (f) July 1, 2001 - June 30, 2002 Merrill Lynch and Co. August 4, 1999
J.P. Morgan and Co.
1999-I September 8, 1999 (h) July 1, 2001 - June 30, 2002 Credit Suisse First Boston August 26, 1999
Attachment A (continued)
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1999-J September 23, 1999 (h) July 1, 2001 - June 30, 2002 Goldman, Sachs and Co. September 14, 1999
1999-K October 27, 1999 (i) July 1, 2001 - June 30, 2002 (1) October 20, 1999
1999-L November 5, 1999 (a) July 1, 2001 - June 30, 2002 Salomon Smith Barney October 27, 1999
1999-M December 1, 1999 (h) July 1, 2001 - June 30, 2002 Lehman Brothers November 17, 1999
2000-A March 8, 2000 (h) July 1, 2001 - June 30, 2002 J. P. Morgan and Co. February 23, 2000
2000-B March 28, 2000 (a) July 1, 2001 - June 30, 2002 Chase Securities Inc. March 14, 2000
2000-C April 13, 2000 (a) July 1, 2001 - June 30, 2002 Lehman Brothers March 28, 2000
2000-D May 11, 2000 (a) July 1, 2001 - June 30, 2002 Salomon Smith Barney May 3, 2000
2000-E June 1, 2000 (h) July 1, 2001 - June 30, 2002 Deutsche Banc Alex. Brown May 23, 2000
2000-F June 23, 2000 (f) July 1, 2001 - June 30, 2002 Lehman Brothers June 8, 2000
2000-G July 20, 2000 (f) July 1, 2001 - June 30, 2002 Merrill Lynch and Co. July 11, 2000
2000-H August 23, 2000 (a) July 1, 2001 - June 30, 2002 Merrill Lynch and Co. August 1, 2000
Attachment A (continued)
Pooling and Servicing PSA Date of Underwriting/
Agreement Supplement Subscription/Purchase
Series Supplement Date Sections Compliance Period Lead Underwriter/Purchaser Agreement
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
2000-I September 8, 2000 (k) July 1, 2001 - June 30, 2002 Deutsche Banc Alex. Brown August 24, 2000
2000-J October 12, 2000 (l) July 1, 2001 - June 30, 2002 (1) September 22, 2000
(Class A)
September 21, 2000
(Class B)
2000-K November 21, 2000 (f) July 1, 2001 - June 30, 2002 Chase Securities Inc. November 7, 2000
2000-L December 13, 2000 (k) July 1, 2001 - June 30, 2002 Salomon Smith Barney December 15, 2000
2000-Z March 30, 2000 (j) July 1, 2001 - June 30, 2002 (1) March 30, 2000
2001-A February 20, 2001 (a) July 1, 2001 - June 30, 2002 Deutsche Banc Alex. Brown January 30, 3001
2001-B March 8, 2001 (a) July 1, 2001 - June 30, 2002 Credit Suisse First Boston February 22, 2001
2001-C April 25, 2001 (g) July 1, 2001 - June 30, 2002 (1) April 6, 2001
2001-D May 24, 2001 (m) July 1, 2001 - June 30, 2002 (2) (2)
Attachment A (continued)
Indenture and
MBNA Credit Card Indenture Supplement Terms
Master Note Trust Date Document
Notes Date Compliance Period Lead Underwriter
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MBNAseries Class B (2001-1) May 24, 2001 May 24, 2001 July 1, 2001 - June 30, 2002 Lehman Brothers
MBNAseries Class C (2001-1) May 24, 2001 May 24, 2001 July 1, 2001 - June 30, 2002 Lehman Brothers
MBNAseries Class A (2001-1) May 24, 2001 May 31, 2001 July 1, 2001 - June 30, 2002 Lehman Brothers
MBNAseries Class C (2001-2) May 24, 2001 July 12, 2001 July 12, 2001 - June 30, 2002 (1)
MBNAseries Class C (2001-3) May 24, 2001 July 25, 2001 July 25, 2001 - June 30, 2002 Lehman Brothers
MBNAseries Class A (2001-2) May 24, 2001 July 26, 2001 July 26, 2001 - June 30, 2002 Deutsche Banc Alex Brown Inc.
MBNAseries Class A (2001-3) May 24, 2001 August 8, 2001 August 8, 2001 - June 30, 2002 Salmon Smith Barney
MBNAseries 2001-Emerald May 24, 2001 August 15, 2001 August 15, 2001 - June 30, 2002 (1)
MBNAseries Class B (2001-2) May 24, 2001 September 6, 2001 September 6, 2001 - June 30, 2002 Salomon Smith Barney
MBNAseries Class C (2001-4) May 24, 2001 September 6, 2001 September 6, 2001 - June 30, 2002 Lehman Brothers
MBNAseries Class A (2001-4) May 24, 2001 September 27, 2001 September 27, 2001 - June 30, 2002 J.P. Morgan and Co.
Attachment A (continued)
Indenture and
MBNA Credit Card Indenture Supplement Terms
Master Note Trust Date Document
Notes Date Compliance Period Lead Underwriter
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MBNAseries Class A (2001-5) May 24, 2001 November 8, 2001 November 8, 2001 - June 30, 2002 Banc of America Securities
MBNAseries Class C (2001-5) May 24, 2001 December 11, 2001 December 11, 2001 - June 30, 2002 Deutsche Banc Alex Brown Inc.
MBNAseries Class B (2001-3) May 24, 2001 December 20, 2001 December 20, 2001 - June 30, 2002 (1)
MBNAseries Class A (2002-1) May 24, 2001 January 31, 2002 January 31, 2002 - June 30, 2002 Salomon Smith Barney
MBNAseries Class B (2002-1) May 24, 2001 February 28, 2002 February 28, 2002 - June 30, 2002 Lehman Brothers
MBNAseries Class C (2002-1) May 24, 2001 February 28, 2002 February 28, 2002 - June 30, 2002 J.P. Morgan and Co.
MBNAseries Class A (2002-2) May 24, 2001 March 27, 2002 March 27, 2002 - June 30, 2002 Deutsche Banc AG London
MBNAseries Class A (2002-3) May 24, 2001 April 24, 2002 April 24, 2002 - June 30, 2002 Credit Suisse First Boston
MBNAseries Class A (2002-4) May 24, 2001 May 9, 2002 May 9, 2002 - June 30, 2002 J.P. Morgan Securities Inc.
MBNAseries Class A (2002-5) May 24, 2001 May 30, 2002 May 30, 2002 - June 30, 2002 Lehman Brothers
MBNAseries Class B (2002-2) May 24, 2001 June 12, 2002 June 12, 2002 - June 30, 2002 Merrill Lynch and Co.
MBNAseries Class C (2002-2) May 24, 2001 June 12, 2002 June 12, 2002 - June 30, 2002 (1)
Attachment A (continued)
Indenture and
MBNA Credit Card Indenture Supplement Terms
Master Note Trust Date Document
Notes Date Compliance Period Lead Underwriter
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MBNAseries Class C (2002-3) May 24, 2001 June 12, 2002 June 12, 2002 - June 30, 2002 Lehman Brothers
MBNAseries Class A (2002-6) May 24, 2001 June 26, 2002 June 26, 2002 - June 30, 2002 Deutsche Bank Securities Inc.
Legend:
(a) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 5.02(a) and 9(c) and (d)
(b) PSA Supplement Sections 3(c), 4.05 through 4.11, 4.13, 5.02(a) and 10(c) and (d)
(c) PSA Supplement Sections 3(b), 4.05 through 4.09, 4.11 through 4.14, 4.16(a), 4.17(a), 4.20(a) and (g), 4.21(a), 5.02(a) and
9(c) and (d)
(d) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.18(a) and (c), 5.02(a) and 9(c) and (d)
(e) PSA Supplement Sections 3(b), 4.05 through 4.13, 5.02 and 10(c) and (d)
(f) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a) and 9(c) and (d)
(g) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a) and 10(c) and (d)
(h) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.16(a), 4.19(a) and (g), 4.20(a), 5.02(a) and 9(c) and
(d)
(i) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 5.03(a) and 9(c) and (d)
(j) PSA Supplement Sections 3(b), 4.05 through 4.13, 5.02(a) and 10(c) and (d)
(k) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.16(a), 4.18, 4.19(a) and (g), 4.20(a), 5.02(a) and 9(c)
and (d)
(l) PSA Supplement Sections 3(b), 4.05 through 4.13, 4.14(a), 4.15(a), 4.16(a), 4.18, 4.19(a), 5.02(a) and 9(c) and (d)
(m) PSA Supplement Sections 3(b), 4.05 through 4.07, 4.09, 5.02 and 7(c)
(1) Applicable Series was privately placed; therefore the identity of the Purchaser is not disclosed herein.
(2) Series 2001-D is the primary asset of the MBNA Credit Card Master Note Trust and represents an undivided interest in the
MBNA Credit Card Master Note Trust. Such series does not have an Underwriter/Purchaser, nor an
Underwriting/Subscription/Purchasing Agreement associated with it.
See the "Report" included at the end of this document.
Report of Independent Accountants
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
The Bank of New York
101 Barclay Street
New York, New York 10286
MBNA Master Credit Card Trust II
---------------------------------
We have examined management's assertion that MBNA America Bank, N.A.'s ("MBNA"), a wholly owned subsidiary of MBNA Corporation,
controls over the functions performed as servicer of the MBNA Master Credit Card Trust II (the "Master Trust"), including all Series
of the Master Trust, as well as all MBNAseries Notes issued from the MBNA Master Credit Card Note Trust (the "Note Trust", together
with the Master Trust, the "Trust") as specified in Attachment A, are effective, as of June 30, 2002, in providing reasonable
assurance that (a) Trust assets are safeguarded against loss from unauthorized use or disposition, (b) transactions are executed in
accordance with management's authorization in conformity with the MBNA Master Credit Card Trust II Pooling and Servicing Agreement
dated as of August 4, 1994, as amended (the "PSA"), the applicable Pooling and Servicing Agreement Supplement for each Series (the
"PSA Supplements"), the MBNA Credit Card Master Note Trust Indenture dated as of May 24 ("Indenture"), and the MBNAseries Indenture
Supplement dated as of May 24, 2001 ("Indenture Supplement", together with the PSA, PSA Supplements and Indenture, the "Agreements")
as specified in Attachment A, and (c) transactions are recorded properly to permit the preparation of the required financial
reports. This assertion is included in the accompanying report by management titled, "Report of Management on Credit Card and
Consumer Loan Trust Internal Control and Pooling and Servicing Agreement/Indenture Compliance" (the "Report"). Management is
responsible for MBNA's controls over the functions performed as servicer of the Trust. Our responsibility is to express an opinion
on the effectiveness of internal control based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public
Accountants and, accordingly, included obtaining an understanding of the controls over the functions performed by MBNA as servicer of
the Trust, testing and evaluating the design and operating effectiveness of those controls, and such other procedures as we
considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the controls over the functions performed by MBNA as servicer of the Trust to future periods are
subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with
the controls may deteriorate.
In our opinion, management's assertion, that MBNA's controls over the functions performed as servicer of the Trust are effective in
providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's authorization in conformity with the Agreements and are recorded properly
to permit the preparation of the required financial reports, as of June 30, 2002, is fairly stated, in all material respects, based
upon the following criteria specified in the Report:
o Funds collected are remitted to the Trustee in accordance with the Agreements.
o Trust assets are segregated from those retained by MBNA in accordance with the Agreements.
o Expenses incurred by the Trust are calculated and remitted in accordance with the Agreements.
o Additions of accounts to the Trust are authorized in accordance with the Agreements.
o Removals of accounts from the Trust are authorized in accordance with the Agreements.
o Trust assets amortizing out of the Trust are calculated in accordance with the Agreements.
o Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or
above prior to distribution.
o Monthly Master Trust reports generated in the form of "Exhibits" contain all required information per section 5.02 of the
PSA.
o Monthly Note Trust reports generated in the form of "Exhibits" pursuant to sections 907 and 908 of the Indenture contain all
required information.
This report is intended solely for the information and use of the management of MBNA and The Bank of New York, as Trustee of the
Master Trust and Indenture Trustee of the Note Trust, and is not intended to be and should not be used by anyone other than these
specified parties and anyone who is not authorized to receive such information as specified in the Agreements or in the applicable
Series' or MBNAseries Notes' Underwriting/Subscription/Purchase Agreement, as specified in Attachment A. However, this report is a
matter of public record and its distribution is not limited.
/s/ Ernst and Young
August 15, 2002
Attachment A
Date of Underwriting/
Pooling and Servicing Subscription/
Agreement Supplement Date Purchase
Agreement
Series Lead Underwriter/Purchaser
- ---------------------------------------------------------------------------------------------------------------------
1994 - E December 15, 1994, as (1) December 15, 1994
amended
1995 - A March 22, 1995, as Merrill Lynch and Co. March 15, 1995
amended
1995 - C June 29, 1995, as amended Lehman Brothers June 22, 1995
1995 - E August 2, 1995, as Credit Suisse First Boston July 26, 1995
amended
1995 - G September 27, 1995, as Lehman Brothers September 22, 1995
amended
1995 - J November 21, 1995, as J. P. Morgan and Co. November 14, 1995
amended
1996 - A February 28, 1996, as Goldman, Sachs and Co. February 21, 1996
amended
1996 - B March 26, 1996 Lehman Brothers March 18, 1996
1996 - E May 21, 1996 J.P. Morgan and Co. May 13, 1996
1996 - F June 25, 1996, as amended (1) June 25, 1996
1996 - G July 17, 1996 Lehman Brothers July 10, 1996
1996 - J September 19, 1996 J.P. Morgan and Co. September 12, 1996
1996 - K October 24, 1996 Goldman, Sachs and Co. October 18, 1996
1996 - M November 26, 1996 Credit Suisse First Boston November 19, 1996
1997 - B February 27, 1997 Lehman Brothers February 20, 1997
1997 - C March 26, 1997 Merrill Lynch and Co. March 19,1997
1997 - D May 22, 1997 Class A: Morgan Stanley and Co. Class A: April 24, 1997,
International Limited, Class B: Morgan Class B: April 29, 1997,
Stanley and Co. Incorporated, Class C: Class C: May 2, 1997
Lehman Brothers Inc.
Attachment A (continued)
Date of Underwriting/
Pooling and Servicing Subscription/
Agreement Supplement Date Purchase
Agreement
Series Lead Underwriter/Purchaser
- ---------------------------------------------------------------------------------------------------------------------
1997 - G June 18, 1997 (1) June 16, 1997
1997 - H August 6, 1997 Class A: J.P. Morgan and CIE, S.A., Class A and B: July 9,
Class B and C: J.P. Morgan Securities 1997, Class C: July 15,
Inc. 1997
1997 - I August 26, 1997 Goldman, Sachs and Co. August 12, 1997
1997 - J September 10, 1997 Lehman Brothers September 4, 1997
1997 - K October 22, 1997 Credit Suisse First Boston October 9, 1997
1997 - L November 13, 1997 Class A: Merrill Lynch Finance S.A., October 15, 1997
Class B: Merrill Lynch, Pierce, Fenner
and Smith Incorporated
1997 - M November 6, 1997 Salomon Brothers Inc October 28, 1997
1997 - O December 23, 1997 (1) December 11, 1997
1998 - A March 18, 1998 J. P. Morgan and Co. March 3, 1998
1998 - B April 14, 1998 Class A: Merrill Lynch International March 17, 1998
1998 - C June 24, 1998 Salomon Brothers Inc June 10, 1998
1998 - D July 30, 1998 Credit Suisse First Boston July 22, 1998
1998 - E August 11, 1998 Lehman Brothers July 29, 1998
1998 - F August 26, 1998 Merrill Lynch and Co. August 12, 1998
1998 - G September 10, 1998 Credit Suisse First Boston September 3, 1998
1998 - J October 29, 1998 Goldman, Sachs and Co. October 22, 1998
Credit Suisse First Boston
1998 - K November 24, 1998 (1) November 16, 1998
1999 - A March 25, 1999 Bear, Stearns and Co. Inc. March 3, 1999
1999 - B March 26, 1999 Lehman Brothers March 18, 1999
Attachment A (continued)
Date of Underwriting/
Pooling and Servicing Subscription/
Agreement Supplement Date Purchase
Agreement
Series Lead Underwriter/Purchaser
- ---------------------------------------------------------------------------------------------------------------------
1999 - C May 18, 1999 Class A: Credit Suisse First Boston April 28, 1999
(Europe) Limited,
Class B: Credit Suisse First Boston
Corporation
1999 - D June 3, 1999 Salomon Smith Barney May 20, 1999
1999 - F August 3, 1999 Class A: Morgan Stanley and Co. Class A: July 13, 1999
International Limited, Class B: Morgan Class B: July 15, 1999
Stanley and Co. Incorporated
1999 - G July 29, 1999 Credit Suisse First Boston July 20, 1999
1999 - H August 18, 1999 Merrill Lynch and Co. August 4, 1999
J.P. Morgan and Co.
1999 - I September 8, 1999 Credit Suisse First Boston August 26, 1999
1999 - J September 23, 1999 Goldman, Sachs and Co. September 14, 1999
1999 - K October 27, 1999 (1) October 20, 1999
1999 - L November 5, 1999 Salomon Smith Barney October 27, 1999
1999 - M December 1, 1999 Lehman Brothers November 17, 1999
2000 - A March 8, 2000 J. P. Morgan and Co. February 23, 2000
2000 - B March 28, 2000 Chase Securities Inc. March 14, 2000
2000 - C April 13, 2000 Lehman Brothers March 28, 2000
2000 - D May 11, 2000 Salomon Smith Barney May 3, 2000
2000 - E June 1, 2000 Deutsche Banc Alex. Brown May 23, 2000
2000 - F June 23, 2000 Lehman Brothers June 8, 2000
2000 - G July 20, 2000 Merrill Lynch and Co. July 11, 2000
2000 - H August 23, 2000 Merrill Lynch and Co. August 1, 2000
2000 - I September 8, 2000 Deutsche Banc Alex. Brown August 24, 2000
Attachment A (continued)
Date of Underwriting/
Pooling and Servicing Subscription/
Agreement Supplement Date Purchase
Agreement
Series Lead Underwriter/Purchaser
- ---------------------------------------------------------------------------------------------------------------------
2000 - J October 12, 2000 (1) September 22, 2000
(Class A only)
September 21, 2000
(Class B only)
2000 - K November 21, 2000 Chase Securities Inc. November 7, 2000
2000 - L December 13, 2000 Salomon Smith Barney December 5, 2000
2000 - Z March 30, 2000 (1) March 30, 2000
2001 - A February 20, 2001 Deutsche Banc Alex. Brown January 30, 2001
2001 - B March 8, 2001 Credit Suisse First Boston February 22, 2001
2001 - C April 25, 2001 (1) April 6, 2001
2001 - D May 24, 2001 (2) (2)
Attachment A (continued)
MBNA Credit Card Date of Underwriting
Master Note Trust Issuance Agreement
MBNAseries Notes Date Lead Underwriter
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Class B (2001-1) May 24, 2001 Lehman Brothers May 10, 2001
Class C (2001-1) May 24, 2001 Lehman Brothers May 10, 2001
Class A (2001-1) May 31, 2001 Lehman Brothers May 17, 2001
Class C (2001-2) July 12, 2001 (1)
Class C (2001-3) July 25, 2001 Lehman Brothers
Class A (2001-2) July 26, 2001 Deustche Banc Alex Brown Inc.
Class A (2001-3) August 8, 2001 Salomon Smith Barney
2001-Emerald August 15, 2001 (1)
Class B (2001-2) September 6, 2001 Salomon Smith Barney
Class C (2001-4) September 6, 2001 Lehman Brothers
Class A (2001-4) September 27, 2001 J.P. Morgan and Co.
Class A (2001-5) November 8, 2001 Banc of America Securities
Class C (2001-5) December 11, 2001 Deutsche Banc Alex Brown Inc.
Class B (2001-3) December 20, 2001 (1)
Class A (2002-1) January 31, 2002 Salomon Smith Barney
Class B (2002-1) February 28, 2002 Lehman Brothers
Class C (2002-1) February 28, 2002 J.P. Morgan and Co.
Class A (2002-2) March 27, 2002 Deutsche Banc AG London
Class A (2002-3) April 24, 2002 Credit Suisse First Boston
Class A (2002-4) May 9, 2002 J.P. Morgan Securities Inc.
Class A (2002-5) May 30, 2002 Lehman Brothers
Class B (2002-2) June 12, 2002 Merrill Lynch and Co.
Class C (2002-2) June 12, 2002 (1)
Class C (2002-3) June 12, 2002 Lehman Brothers
Class A (2002-6) June 26, 2002 Deutsche Banc Securities Inc.
Legend:
(1) Applicable Series was privately placed; therefore the identity of the Purchaser is not disclosed herein.
(2) Series 2001-D is the primary asset of the MBNA Credit Card Master Note Trust and represents an undivided interest in the
MBNA Credit Card Master Note Trust. Such series does not have an Underwriter, nor an Underwriting Agreement associated with it.
August 15, 2002
Ernst and Young LLP
One North Charles
Baltimore, Maryland 21201
In connection with your attestation engagements relating to our assertions on (1) the effectiveness of controls over the functions
performed as servicer of MBNA's credit card and consumer loan trusts listed in Appendix I (the "Trusts") as of June 30, 2002, and (2)
compliance by MBNA with the covenants and conditions of certain sections, as specified in Appendix I, of each Trusts' applicable
Pooling and Servicing Agreement, Pooling and Servicing Agreement Supplements, the Indenture and the MBNASeries Indenture Supplement
(together the "Agreements"), and in connection with your agreed upon procedures engagements relating to the amounts in the (a)
"mathematical calculations" set forth in the monthly certificates or settlement reports prepared by MBNA pursuant to subsections
3.04(b) of the Pooling and Servicing Agreements, as applicable, for the periods specified in Appendix I, as well as (b) the
"mathematical calculations" set forth in the monthly exhibits of the MBNA Credit Card Master Note Trust prepared by MBNA pursuant to
subsections 907 and 908 of the Indenture for the period July 1, 2001 through June 30, 2002, we recognize that obtaining
representations from us concerning the information contained in this letter is a significant procedure in enabling you to form an
opinion about whether our assertions are fairly stated in all material respects and in performing the specific agreed upon
procedures. Accordingly, we make the following representations with respect to these engagements which are true to our knowledge.
Controls Over the Functions Performed as Servicer of the Trusts
o We acknowledge that, as members of management, we are responsible for establishing and maintaining effective controls over the
functions performed as servicer of the Trusts that provide reasonable assurance to management and the board of directors that
Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance
with management's authorization in conformity with the Agreements and are recorded properly to permit the preparation of required
financial reports.
o Management has determined that the objectives of our controls with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
Ernst and Young LLP
August 15, 2002
Page 2
o Funds collected are remitted to the Trustee in accordance with the Agreements.
o Trust assets are segregated from those retained by MBNA in accordance with the Agreements.
o Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements.
o The additions of accounts to the Trusts are authorized in accordance with the Agreements.
o The removals of accounts from the Trusts are authorized in accordance with the Agreements.
o Trust assets amortizing out of the Trusts are calculated in accordance with the Agreements.
o Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or
above prior to distribution.
o Monthly Trust reports generated in the form of "Exhibits" contains all information required by the Agreements.
Management has performed an evaluation of MBNA's controls over the functions performed as servicer of the Trusts in relation to these
criteria. Based upon this evaluation, the controls over the functions performed as servicer of the Trusts as of June 30, 2002, are
effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and
that transactions are executed in accordance with management's authorization in conformity with the Agreements between MBNA and the
applicable Trustee and are recorded properly to permit the preparation of the required financial reports.
We confirm to our knowledge and belief, the following representations made to you during your attestation engagement.
1. The criteria against which we measured our assertion, as specified above, are sufficiently clear and comprehensive for a
knowledgeable user of the report to be able to understand them.
2. We are not aware of any material instances of fraud or any other instances of fraud that, although not material, involve
management or other employees who have a significant role in the controls over the functions performed as servicer of the Trusts.
Ernst and Young LLP
August 15, 2002
Page 3
3. We have disclosed to you all significant deficiencies in the design or operation of the controls that could adversely affect
MBNA's ability to safeguard Trust assets against loss, execute transactions in accordance with management's authority in
conformity with the applicable Agreements and prepare the required financial reports.
4. We have made available to you all reports of examination from regulatory agencies. To our knowledge there were no
situations of noncompliance with or deficiencies in controls communicated by any regulatory agencies which would preclude
achievement of any of the criteria noted above.
5. No matters or occurrences, including those which may be communicated by regulatory agencies, have come to our attention up
to the date of this letter that might significantly change or affect the controls over the functions performed as servicer of the
Trusts, including any corrective actions taken (or that may be taken) by management regarding significant deficiencies.
Compliance with Covenants and Conditions of the Agreements
We acknowledge that we are responsible for complying with the covenants and conditions of the Agreements. We are also responsible
for establishing and maintaining effective internal control over compliance with the covenants and conditions of the Agreements. We
have performed an evaluation of MBNA's compliance with the relevant covenants and conditions of the Agreements identified in Appendix
I for each of the Agreements, for the periods specified in Appendix I. Our evaluation assumed the accuracy of reports prepared by
MBNA's bank card processor and did not extend to the relevant aspects of MBNA's compliance that are the responsibility of the bank
card processor. Based on this evaluation, MBNA complied with the relevant covenants and conditions of the Agreements identified in
Appendix I for each of the Agreements during the periods specified in Appendix I.
We have made available to your representatives all documentation related to compliance with the specified requirements of the
Agreements.
There has been no known noncompliance with the relevant covenants and conditions of the Agreements identified in Appendix I for each
of the Agreements, for the periods specified in Appendix I and through the date of your attestation examination report.
We have received no communications from regulatory agencies, internal auditors or other parties concerning possible non-compliance
with the covenants and conditions of the Agreements including communications received between June 30, 2002 and the date of this
letter.
No events or transactions have occurred since June 30, 2002 or are pending that would have an effect on the compliance with the
covenants and conditions of the Agreements identified in Appendix I at that date or for the periods specified in Appendix I.
Ernst and Young LLP
August 15, 2002
Page 4
We are not aware of any instances of fraud involving management or employees who have significant roles in internal control over
compliance, or other employees, with the covenants and conditions of the Agreements identified in Appendix I.
Agreed Upon Procedures Applied to Monthly Certificates or Settlement Reports
We acknowledge that, as members of management, we are responsible for preparing the monthly certificates pursuant to the applicable
sections of the Agreements. We also are responsible for selecting the criteria against which the amounts in the "mathematical
calculations" set forth in the monthly certificates should be measured, and for determining that such criteria are appropriate for
our purposes.
We have made available to your representatives all documentation related to the monthly certificates for the periods specified in
Appendix I.
We understand that your examinations were made, and your agreed upon procedures engagement was conducted, in accordance with
attestation standards established by the American Institute of Certified Public Accountants and were therefore, designed primarily
for the purpose of expressing opinions on whether our assertions regarding (1) the effectiveness of the controls over the functions
performed as servicer of the Trusts and (2) our compliance with the covenants and conditions of certain sections of the Agreements
were fairly stated, in all material respects, based on the specified criteria. We further understand that your tests of our records
and other procedures were limited to those that you considered necessary for that purpose. We understand that an agreed upon
procedures engagement is substantially less in scope than an examination, the objective of which is the expression of an opinion on
the amounts in the "mathematical calculations" set forth in the monthly certificates. We also understand that the sufficiency of the
procedures performed in your agreed upon procedures engagement is solely the responsibility of the specified users of the report.
Ernst and Young LLP
August 15, 2002
Page 5
MBNA America Bank, N.A. by:
/s/ M. Scott Kaufman
M. Scott Kaufman
Executive Vice Chairman
/s/ Kenneth A. Vecchione
Kenneth A. Vecchione
Senior Vice Chairman and
Chief Financial Officer
/s/Thomas D. Wren
Thomas D. Wren
Senior Executive Vice President and
Treasurer
/s/Victor P. Manning
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/Randall J. Black
Randall J. Black
Senior Executive Vice President and
Controller
/s/Douglas O. Hart
Douglas O. Hart
Senior Executive Vice President
Report of Management on Credit Card and Consumer Loan Trust Internal Control
and Pooling and Servicing Agreement/Indenture Compliance
Trust Internal Control
- ----------------------
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly owned subsidiary of MBNA Corporation is responsible for establishing and
maintaining effective controls over the functions performed as servicer of MBNA's credit card and consumer loan trusts, listed in
Appendix I (the "Trusts" or individually "Trust"). These controls are designed to provide reasonable assurance to the Company's
management and board of directors that Trust assets are safeguarded against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's authorization in conformity with the applicable Pooling and Servicing
Agreements, Pooling and Servicing Agreement Supplements, Indenture and MBNASeries Indenture Supplement (together the "Agreements") as
specified in Appendix I, between MBNA as Seller/Transferor and Servicer and the applicable Trustee (specific Agreements and Trustees
are listed in Appendix I) and are recorded properly to permit the preparation of the required financial reports.
Because of inherent limitations in any control, no matter how well-designed, misstatements due to error or fraud may occur and not be
detected, including the possibility of the circumvention or overriding of controls. Accordingly, even effective controls can provide
only reasonable assurance with respect to the achievement of any objectives of controls. Further, because of changes in conditions,
the effectiveness of controls may vary over time.
The Company has determined that the objectives of controls with respect to servicing and reporting of sold loans are to provide
reasonable, but not absolute assurance that:
o Funds collected are remitted to the Trustee in accordance with the Agreements.
o Trust assets are segregated from those retained by MBNA in accordance with the Agreements.
o Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements.
o The additions of accounts to the Trusts are authorized in accordance with the Agreements.
o The removals of accounts from the Trusts are authorized in accordance with the Agreements.
August 15, 2002
Page 2
Trust Internal Control (continued)
- ----------------------
o Trust assets amortizing out of the Trusts are calculated in accordance with the Agreements.
o Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or
above prior to distribution.
o Monthly Trust reports generated in the form of "Exhibits" contain all information required by the Agreements.
The Company assessed its controls over the functions performed as servicer of the Trusts in relation to these criteria. Based upon
this assessment, the Company believes that, as of June 30, 2002, its controls over the functions performed as servicer of the Trusts
are effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in accordance with management's authorization in conformity with the Agreements between MBNA and
the applicable Trustees and are recorded properly to permit the preparation of the required financial reports.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
The Company is responsible for complying with the covenants and conditions of the Agreements listed in Appendix I to this report.
The Company is also responsible for establishing and maintaining effective internal control over compliance with the covenants and
conditions of the Agreements. The Company has performed an evaluation of its compliance with the requirements of the relevant
covenants and conditions identified in Appendix I for each of the Agreements. Based on this evaluation, MBNA complied with the
requirements of the relevant covenants and conditions of the Agreements identified in Appendix I for each of the Agreements during
the periods specified in Appendix I.
August 15, 2002
Page 3
MBNA America Bank, N.A. by:
/s/ M. Scott Kaufman
M. Scott Kaufman
Executive Vice Chairman
/s/ Kenneth A. Vecchione
Kenneth A. Vecchione
Senior Vice Chairman and
Chief Financial Officer
/s/Thomas D. Wren
Thomas D. Wren
Senior Executive Vice President and
Treasurer
/s/Victor P. Manning
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/Randall J. Black
Randall J. Black
Senior Executive Vice President and
Controller
/s/Douglas O. Hart
Douglas O. Hart
Senior Executive Vice President
Servicing PSA Covenants
TRUST TRUSTEE PSA DATE PSA SUPPL DATE COMPLIANCE
PERIOD AND CONDITIONS
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-C BANK OF NEW YORK 8/4/94* 10/26/94*
7/1/01 - 11/15/01 (A)
MBNA Master Credit Card Trust II Series 1994-E Bank of New York 8/4/94* 12/15/94*
7/1/01 - 6/30/02 (b)
MBNA Master Credit Card Trust II Series 1995-A Bank of New York 8/4/94* 3/22/95*
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1995-C Bank of New York 8/4/94* 6/29/95*
7/1/01 - 6/30/02 (c)
MBNA Master Credit Card Trust II Series 1995-E Bank of New York 8/4/94* 8/2/95*
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1995-G Bank of New York 8/4/94* 9/27/95*
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1995-J Bank of New York 8/4/94* 11/21/95*
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1996-A Bank of New York 8/4/94* 2/28/96*
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1996-B Bank of New York 8/4/94* 3/26/96
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1996-E Bank of New York 8/4/94* 5/21/96
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1996-F Bank of New York 8/4/94* 6/25/96*
7/1/01 - 6/30/02 (d)
MBNA Master Credit Card Trust II Series 1996-G Bank of New York 8/4/94* 7/17/96
7/1/01 - 6/30/02 (a)
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-H BANK OF NEW YORK 8/4/94* 8/14/96
7/1/01 - 9/17/01 (E)
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-I BANK OF NEW YORK 8/4/94* 9/25/96
7/1/01 - 10/15/01 (F)
MBNA Master Credit Card Trust II Series 1996-J Bank of New York 8/4/94* 9/19/96
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1996-K Bank of New York 8/4/94* 10/24/96
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1996-M Bank of New York 8/4/94* 11/26/96
7/1/01 - 6/30/02 (e)
MBNA Master Credit Card Trust II Series 1997-B Bank of New York 8/4/94* 2/27/97
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1997-C Bank of New York 8/4/94* 3/26/97
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1997-D Bank of New York 8/4/94* 5/22/97
7/1/01 - 6/30/02 (f)
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-E BANK OF NEW YORK 8/4/94* 5/8/97
7/1/01 - 4/15/02 (E)
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-F BANK OF NEW YORK 8/4/94* 6/18/97
7/1/01 - 6/17/02 (G)
MBNA Master Credit Card Trust II Series 1997-G Bank of New York 8/4/94* 6/18/97
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1997-H Bank of New York 8/4/94* 8/6/97
7/1/01 - 6/30/02 (f)
MBNA Master Credit Card Trust II Series 1997-I Bank of New York 8/4/94* 8/26/97
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 1997-J Bank of New York 8/4/94* 9/10/97
7/1/01 - 6/30/02 (a)
MBNA Master Consumer Loan Trust Series 1997-1 Bankers Trust Company 9/24/97*
9/24/97* 7/1/01 - 6/30/02 (n)
MBNA Master Credit Card Trust II Series 1997-K Bank of New York 8/4/94* 10/22/97
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1997-L Bank of New York 8/4/94* 11/13/97
7/1/01 - 6/30/02 (f)
MBNA Master Credit Card Trust II Series 1997-M Bank of New York 8/4/94* 11/6/97
7/1/01 - 6/30/02 (e)
MBNA Master Credit Card Trust II Series 1997-O Bank of New York 8/4/94* 12/23/97
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1998-A Bank of New York 8/4/94* 3/18/98
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1998-B Bank of New York 8/4/94* 4/14/98
7/1/01 - 6/30/02 (f)
MBNA Master Credit Card Trust II Series 1998-C Bank of New York 8/4/94* 6/24/98
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1998-D Bank of New York 8/4/94* 7/30/98
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 1998-E Bank of New York 8/4/94* 8/11/98
7/1/01 - 6/30/02 (e)
MBNA Master Credit Card Trust II Series 1998-F Bank of New York 8/4/94* 8/26/98
7/1/01 - 6/30/02 (e)
MBNA Master Credit Card Trust II Series 1998-G Bank of New York 8/4/94* 9/10/98
7/1/01 - 6/30/02 (a)
MBNA MASTER CREDIT CARD TRUST II SERIES 1998-I BANK OF NEW YORK 8/4/94* 10/22/98
7/1/01 - 10/15/01 (A)
MBNA Master Credit Card Trust II Series 1998-J Bank of New York 8/4/94* 10/29/98
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1998-K Bank of New York 8/4/94* 11/24/98
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1999-A Bank of New York 8/4/94* 3/25/99
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1999-B Bank of New York 8/4/94* 3/26/99
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 1999-C Bank of New York 8/4/94* 5/18/99
7/1/01 - 6/30/02 (f)
MBNA Master Credit Card Trust II Series 1999-D Bank of New York 8/4/94* 6/3/99
7/1/01 - 6/30/02 (a)
MBNA MASTER CREDIT CARD TRUST II SERIES 1999-E BANK OF NEW YORK 8/4/94* 7/7/99
7/1/01 - 6/17/02 (A)
MBNA Master Credit Card Trust II Series 1999-F Bank of New York 8/4/94* 8/3/99
7/1/01 - 6/30/02 (f)
MBNA Master Credit Card Trust II Series 1999-G Bank of New York 8/4/94* 7/29/99
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 1999-H Bank of New York 8/4/94* 8/18/99
7/1/01 - 6/30/02 (e)
MBNA Master Credit Card Trust II Series 1999-I Bank of New York 8/4/94* 9/8/99
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 1999-J Bank of New York 8/4/94* 9/23/99
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 1999-K Bank of New York 8/4/94* 10/27/99
7/1/01 - 6/30/02 (h)
MBNA Master Credit Card Trust II Series 1999-L Bank of New York 8/4/94* 11/5/99
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 1999-M Bank of New York 8/4/94* 12/1/99
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 2000-A Bank of New York 8/4/94* 3/8/00
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 2000-B Bank of New York 8/4/94* 3/28/00
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 2000-Z Bank of New York 8/4/94* 3/30/00
7/1/01 - 6/30/02 (j)
MBNA Master Credit Card Trust II Series 2000-C Bank of New York 8/4/94* 4/13/00
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 2000-D Bank of New York 8/4/94* 5/11/00
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 2000-E Bank of New York 8/4/94* 6/1/00
7/1/01 - 6/30/02 (g)
MBNA Master Credit Card Trust II Series 2000-F Bank of New York 8/4/94* 6/23/00
7/1/01 - 6/30/02 (e)
MBNA Master Consumer Loan Trust Series 2000-1 Bankers Trust Company 9/24/97*
6/29/00 7/1/01 - 6/30/02 (o)
MBNA Master Credit Card Trust II Series 2000-G Bank of New York 8/4/94* 7/20/00
7/1/01 - 6/30/02 (e)
MBNA Master Consumer Loan Trust Series 2000-2 Bankers Trust Company 9/24/97*
7/26/00 7/1/01 - 6/30/02 (o)
MBNA Master Credit Card Trust II Series 2000-H Bank of New York 8/4/94* 8/23/00
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 2000-I Bank of New York 8/4/94* 9/8/00
7/1/01 - 6/30/02 (k)
MBNA Triple A Master Trust Series 2000-1 Bank of New York 9/28/00* 9/28/00 7/1/01 - 6/30/02
(p)
MBNA Triple A Master Trust Series 2000-2 Bank of New York 9/28/00* 9/28/00* 7/1/01 - 6/30/02
(p)
MBNA Master Credit Card Trust II Series 2000-J Bank of New York 8/4/94* 10/12/00
7/1/01 - 6/30/02 (l)
MBNA Master Credit Card Trust II Series 2000-K Bank of New York 8/4/94* 11/21/00
7/1/01 - 6/30/02 (e)
MBNA Master Credit Card Trust II Series 2000-L Bank of New York 8/4/94* 12/13/00
7/1/01 - 6/30/02 (k)
MBNA Master Credit Card Trust II Series 2001-A Bank of New York 8/4/94* 2/20/01
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 2001-B Bank of New York 8/4/94* 3/8/01
7/1/01 - 6/30/02 (a)
MBNA Master Credit Card Trust II Series 2001-C Bank of New York 8/4/94* 4/25/01
7/1/01 - 6/30/02 (f)
MBNA Master Credit Card Trust II Series 2001-D Bank of New York 8/4/94* 5/24/01
7/1/01 - 6/30/02 (m)
MBNA Master Consumer Loan Trust Series 2001-1 Bankers Trust Company 9/24/97*
6/28/01 7/1/01 - 6/30/02 (o)
MBNA Master Consumer Loan Trust Series 2001-2 Bankers Trust Company 9/24/97*
9/19/01 9/19/01 - 6/30/02 (o)
* - Indicates agreement was amended
PSA and PSA Supplement Covenants and Conditions
- -----------------------------------------------
(a) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 5.02(a), 9(c), 9(d).
(b) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 5.02(a), 10(c), 10(d).
(c) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.16(a), 4.17(a), 4.20(a), 4.20(g),
4.21(a), 5.02(a), 9(c), 9(d).
(d) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.02, 10(c), 10(d).
(e) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a), 9(c),
9(d).
(f) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.18(a), 5.02(a),
10(c), 10(d).
(g) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.16(a), 4.19(a),
4.19(g), 4.20(a), 5.02(a), 9(c), 9(d).
(h) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 5.03(a), 9(c), 9(d).
(i) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.02(a), 10(c), 10(d).
(j) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.16(a), 4.18, 4.19(a)
and (g), 4.20(a), 5.02(a), 9(c), 9(d).
(k) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.16(a), 4.18,
4.19(a), 5.02(a), 9(c), 9(d).
(l) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14(a), 4.15(a), 4.16(a), 4.18, 4.19(a),
5.02(a), 9(c), 9(d).
(m) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.09, 5.02, 7(c).
(n) PSA Sections - 2.05(d), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(b), 4.03(c).
PSA Supplement Sections - 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.19(a), 4.19(c), 5.01, 5.02(a), 10(c),
10(e).
(o) PSA Sections - 2.05(d), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(b), 4.03(c).
PSA Supplement Sections - 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19(a), 4.19(c), 5.01,
5.02(a), 10(c), 10(e).
(p) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.05, 3.06(b), 4.02(a), 4.03(a), 4.03(c), 4.03(d).
PSA Supplement Sections - 3(b), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 5.02, 10(c), 10(d).