| The issuer will issue and sell: | Class B(2001-1) Notes |
|
|---|---|---|
| Principal amount | $250,000,000 | |
| Interest rate | one-month LIBOR plus
0.375% per year |
|
| Interest payment dates | 15th day of each month,
beginning in July 2001 |
|
| Expected principal payment date | May 15, 2006 | |
| Legal maturity date | October 15, 2008 | |
| Expected issuance date | May 24, 2001 | |
| Price to public | $250,000,000 (or 100%) | |
| Underwriting discount | $687,500 (or 0.275%) | |
| Proceeds to the issuer | $249,312,500 (or 99.725%) | |
| You should consider the discussion under “Risk Factors” beginning on page S-14 in this prospectus supplement and
on page 15 of the accompanying prospectus before you purchase any notes.
|
| The notes are obligations of the issuer only and are not obligations of any other person. Each tranche of notes is secured by
only some of the assets of the issuer. Noteholders will have no recourse to any other assets of the issuer for the payment of the notes.
|
| The primary asset of the issuer is the collateral certificate, Series 2001-D, representing an undivided interest in MBNA
Master Credit Card Trust II, whose assets include a portfolio of consumer revolving credit card accounts.
|
| The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
|
| Deutsche Banc Alex. Brown
|
| JPMorgan
|
| Merrill Lynch & Co.
|
| Salomon Smith Barney
|
| Page |
||
|---|---|---|
| Prospectus Supplement Summary | S-5 | |
| Securities Offered | S-5 | |
| The MBNAseries | S-6 | |
| Risk Factors | S-6 | |
| Interest | S-6 | |
| Principal | S-7 | |
| Nominal Liquidation Amount | S-7 | |
|
Subordination; Credit
Enhancement |
S-8 | |
| Required Subordinated Amount | S-8 | |
| Early Redemption of Notes | S-9 | |
|
Optional Redemption by the
Issuer |
S-9 | |
| Events of Default | S-9 | |
|
Master Trust II Assets and
Receivables |
S-10 | |
| Key Operating Documents | S-10 | |
| Issuer Accounts | S-10 | |
| Security for the Notes | S-11 | |
| Limited Recourse to the Issuer | S-11 | |
| Accumulation Reserve Account | S-12 | |
| Shared Excess Available Funds | S-12 | |
| Stock Exchange Listing | S-12 | |
| Ratings | S-12 | |
| Risk Factors | S-14 | |
| Glossary | S-19 | |
| The Notes | S-19 | |
|
Subordination of Principal and
Interest |
S-19 | |
|
Issuances of New Series, Classes
and Tranches of Notes |
S-20 | |
| Conditions to Issuance | S-20 | |
|
Required Subordinated
Amount |
S-21 | |
| Waiver of Issuance Conditions | S-22 | |
|
Sources of Funds to Pay the
Notes |
S-22 | |
| The Collateral Certificate | S-22 | |
| Page |
||
|---|---|---|
|
Pro Rata Payments Within a
Tranche |
S-44 | |
| Shared Excess Available Funds | S-44 | |
| MBNA and MBNA Corporation | S-45 | |
| MBNA’s Credit Card Portfolio | S-45 | |
| Billing and Payments | S-45 | |
|
Delinquencies and Collection
Efforts |
S-46 | |
| The Master Trust II Portfolio | S-47 | |
|
Delinquency and Principal Charge-
Off Experience |
S-47 | |
| Revenue Experience | S-49 | |
| Interchange | S-50 | |
| Principal Payment Rates | S-51 | |
| Underwriting | S-54 | |
| Glossary of Defined Terms | S-56 | |
| Annex I: | ||
|
Outstanding Series, Classes and
Tranches of Notes |
A-I-1 | |
| Annex II: | ||
| Outstanding Master Trust II Series | A-II-1 |
| Class A notes $0
|
| Class B notes $250,000,000
|
| Class C notes $250,000,000
|
Ÿ
|
the Class B(2001-1) note interest rate for the applicable interest period; times
|
Ÿ
|
the actual number of days in the related interest period divided by 360; times
|
Ÿ
|
the outstanding dollar principal amount of the Class B(2001-1) notes as of the related record date.
|
Ÿ
|
reallocations of available principal amounts to pay interest on a senior class of the MBNAseries or a portion of the master
trust II servicing fee allocable to the MBNAseries; or
|
Ÿ
|
charge-offs resulting from uncovered defaults on the principal receivables in master trust II allocable to the
MBNAseries,
|
Key Operating Documents
- -----------------
MBNA
- -----------------
- -----------------
Credit Card
Receivables
- -----------------
- ----------------- Pooling and
Master Trust II ---- Servicing
- ----------------- Agreement
- -----------------
Collateral ---- Series
Certificate Supplement
- -----------------
- -----------------
Issuer ---- Indenture
- -----------------
- -----------------
MBNAseries ---- Indenture
Notes Supplement
- -----------------
- -----------------
Noteholders
- -----------------
—
|
the principal funding account;
|
—
|
the interest funding account;
|
| —the accumulation reserve account;
|
—
|
the Class C reserve account;
|
—
|
any other supplemental account;
|
—
|
payments under any applicable derivative agreements; and
|
—
|
the other purposes as specified in this prospectus supplement.
|
Ÿ
|
the collateral certificate;
|
Ÿ
|
the collection account;
|
Ÿ
|
the applicable principal funding subaccount;
|
Ÿ
|
the applicable interest funding subaccount; and
|
Ÿ
|
the applicable accumulation reserve subaccount.
|
Ÿ
|
the portion of the available principal amounts and available funds allocated to the MBNAseries and available to these Class
B(2001-1) notes after giving effect to any reallocations, payments and deposits for senior notes; and
|
Ÿ
|
funds in the applicable issuer accounts for these Class B(2001-1) notes.
|
| Only some of the assets of the issuer are available for payments on any tranche of notes
|
| The sole source of payment of principal of and interest on your tranche of notes is provided by:
|
Ÿ
|
the portion of the available principal amounts and available funds allocated to the MBNAseries and available to your tranche
of notes after giving effect to any reallocations and payments and deposits for senior notes; and
|
Ÿ
|
funds in the applicable issuer accounts for your tranche of notes.
|
| As a result, you must rely only on the particular allocated assets as security for your tranche of notes for repayment of the
principal of and interest on your notes. You will not have recourse to any other assets of the issuer or any other person for payment of your notes. See “Sources of Funds to Pay the Notes” in this prospectus supplement and in the
accompanying prospectus.
|
| In addition, if there is a sale of credit card receivables due to the insolvency of MBNA, due to an event of default and
acceleration or on the applicable legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables” in this prospectus supplement and “Sources of Funds to Pay the Notes—Sale of
Credit Card Receivables” in the accompanying prospectus, your tranche of notes has recourse only to the proceeds of that sale, any amounts then on deposit in the issuer accounts allocated to and held for the benefit of your tranche of notes
and any amounts payable under any applicable derivative agreement.
|
| Class B notes and Class C notes are subordinated and bear losses before Class A notes
|
| Class B notes of the MBNAseries are subordinated in right of payment of principal and interest to Class A notes, and Class C
notes of the MBNAseries are subordinated in right of payment of principal and interest to Class A notes and Class B notes.
|
| In the MBNAseries, available funds are first used to pay interest due to Class A noteholders, next to pay interest due to
Class B noteholders, and lastly to pay interest due to Class C noteholders. If available funds are not sufficient to pay interest on all classes of notes, the notes may not receive full payment
of interest if, in the case of Class A and Class B notes, reallocated available principal amounts, and in the case of Class C notes, amounts on deposit in the applicable Class C reserve subaccount, are insufficient to cover the
shortfall.
|
| In the MBNAseries, available principal amounts may be reallocated to pay interest on senior classes of notes of the
MBNAseries and to pay a portion of the master trust II servicing fee allocable to the MBNAseries to the extent that available funds are insufficient to make such payments. In addition, charge-offs due to defaulted principal receivables in master
trust II allocable to the MBNAseries generally are reallocated from the senior classes to the subordinated classes of the MBNAseries. If these reallocations of available principal amounts and charge-offs are not reimbursed from available funds, the
full stated principal amount of the subordinated classes of notes will not be repaid. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount”
in the prospectus and “Deposit and Application of Funds—Application of MBNAseries Available Principal Amounts.”
|
| In addition, after application to pay interest on senior classes of notes or to pay a portion of the master trust II
servicing fee allocable to the MBNAseries, available principal amounts are first used to pay principal due to Class A noteholders, next to pay principal due to Class B noteholders, and lastly to pay principal due to Class C noteholders.
|
| If there is a sale of the credit card receivables owned by master trust II due to an insolvency of MBNA or due to an event of
default and acceleration with respect to the MBNAseries, the net proceeds of the sale allocable to principal payments with respect to the collateral certificate will generally be used first to pay amounts due to Class A noteholders, next to pay
amounts due to Class B noteholders, and lastly, to pay amounts due to Class C noteholders. This could cause a loss to Class A, Class B or Class C noteholders if the amount available to them is not enough to pay the Class A, Class B or Class C notes
in full.
|
| Payment of Class B notes and Class C notes may be delayed or reduced due to the subordination
provisions
|
| For the MBNAseries, subordinated notes, except as noted in the following paragraph, will be paid principal only to the extent
that sufficient funds are available and such notes are not needed to provide the required subordination for senior classes of notes of the MBNAseries. In addition, available principal amounts allocated to the MBNAseries will be applied first to pay
shortfalls in interest on senior classes of notes, then to pay a portion of the shortfall in the master trust II servicing fee allocable to the MBNAseries and then to make targeted deposits to the principal funding subaccounts of senior classes of
notes before being applied to make required deposits to the principal funding subaccounts of the subordinated notes.
|
| If subordinated notes reach their expected principal payment date, or an early redemption event, event of default and
acceleration or other optional or mandatory redemption occurs with respect to such subordinated notes prior to the legal maturity date, and cannot be paid because of the subordination provisions of the MBNAseries indenture supplement, prefunding of
the principal funding subaccounts for the senior notes of the MBNAseries will begin, as described in “Deposit and Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding
Account,” and no available principal amounts will be deposited into the principal funding subaccount of, or used to make principal payments on, the subordinated notes. After that time, the subordinated notes will be paid only if, and to the
extent that:
|
Ÿ
|
enough senior notes are repaid so that the subordinated notes are no longer necessary to provide the required
subordination;
|
Ÿ
|
new subordinated notes are issued so that the subordinated notes which are payable are no longer necessary to provide the
required subordination;
|
Ÿ
|
the principal funding subaccounts for the senior notes are prefunded so that the subordinated notes are no longer necessary
to provide the required subordination; or
|
Ÿ
|
the subordinated notes reach their legal maturity date.
|
| This may result in a delay or loss of principal payments to holders of subordinated notes. See “Deposit and
Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”
|
| Class A and Class B notes of the MBNAseries can lose their subordination under some circumstances resulting in delayed
or reduced payments to you
|
| Subordinated notes of the MBNAseries may have expected principal payment dates and legal maturity dates earlier than some or
all of the notes of the senior classes.
|
| If notes of a subordinated class reach their expected principal payment date at a time when they are needed to provide the
required subordination for the senior classes of the MBNAseries and the issuer is unable to issue additional notes of that subordinated class or obtain acceptable alternative forms of credit enhancement, prefunding of the senior classes will begin
and such subordinated notes will not be paid on their expected principal payment date. The principal funding subaccounts for the senior classes will be prefunded with available principal amounts allocable to the MBNAseries and available for that
purpose in an amount necessary to permit the payment of those subordinated notes while maintaining the required subordination for the senior classes. See “Deposit and Application of Funds—Targeted Deposits of MBNAseries Available
Principal Amounts to the Principal Funding Account.”
|
| There will generally be a 29-month period between the expected principal payment date and the legal maturity date of the
subordinated notes to prefund the principal funding subaccounts of the senior classes, if necessary. Notes of a subordinated class which have reached their expected principal payment date will not be paid until the remaining subordinated notes
provide the required subordination for the senior notes, which payment may be delayed further as other subordinated notes reach their expected principal payment date. The subordinated notes will be paid on their legal maturity date, to the extent
that any funds are available for that purpose from proceeds of the sale of receivables or otherwise, whether or not the senior classes of notes have been fully prefunded.
|
| If the rate of repayment of principal receivables in master trust II were to decline during this prefunding period, then the
principal funding subaccounts for the senior classes of notes
may not be fully prefunded before the legal maturity date of the subordinated notes. In that event and only to the extent not fully prefunded, the senior classes would not have the required subordination beginning on the legal maturity date of those
subordinated notes unless additional subordinated notes of that class were issued or a sufficient amount of senior notes have matured so that the remaining outstanding subordinated notes provide the necessary subordination.
|
| The table under “The Master Trust II Portfolio—Principal Payment Rates” sets forth the highest and
lowest cardholder monthly principal payment rates for the master trust II portfolio during the periods shown in such table. Principal payment rates may change due to a variety of factors including economic, social and legal factors, changes in the
terms of credit card accounts by MBNA or the addition of credit card accounts to master trust II with different characteristics. There can be no assurance that the rate of principal repayment will remain in this range in the future.
|
| Yield and payments on the receivables could decrease resulting in the receipt of principal payments earlier than the
expected principal payment date
|
| There is no assurance that the stated principal amount of your notes will be paid on its expected principal payment
date.
|
| A significant decrease in the amount of credit card receivables in master trust II for any reason could result in an early
redemption event and in early payment of your notes, as well as decreased protection to you against defaults on the credit card receivables. In addition, the effective yield on the credit card receivables owned by master trust II could decrease due
to, among other things, a change in periodic finance charges on the credit card accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and
incur no finance charges. This could reduce the amount of available funds. If the amount of excess available funds for any three consecutive calendar months is less than the required excess available funds for such three months, an early redemption
event will occur and could result in an early payment of your notes. See “Prospectus Supplement Summary—Early Redemption of Notes.”
|
| See “Risk Factors” in the prospectus for a discussion of other circumstances under which you may receive
principal payments earlier or later than the expected principal payment date.
|
Ÿ
|
If after giving effect to the proposed principal payment there is still a sufficient amount of subordinated notes to support
the outstanding senior notes. See “Deposit and Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account” and “—Allocation to Principal Funding
Subaccounts.” For example, if a tranche of Class A notes has been repaid, this generally means that, unless other Class A notes are issued, at least some Class B notes and Class C notes may be repaid when such Class B notes and Class C
notes are required to be repaid even if other tranches of Class A notes are outstanding.
|
Ÿ
|
If the principal funding subaccounts for the senior classes of notes have been sufficiently prefunded as described in
“Deposit and Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”
|
Ÿ
|
If new tranches of subordinated notes are issued so that the subordinated notes that have reached their expected principal
payment date are no longer necessary to provide the required subordination.
|
Ÿ
|
If the subordinated tranche of notes reaches its legal maturity date and there is a sale of credit card receivables as
described in “Deposit and Application of Funds—Sale of Credit Card Receivables.”
|
Ÿ
|
received confirmation from each rating agency that has rated any outstanding notes that the change will not result in the
reduction, qualification or withdrawal of its then-current rating of any outstanding notes in the MBNAseries; and
|
Ÿ
|
delivered an opinion of counsel that for federal income tax purposes (1) the change will not adversely affect the tax
characterization as debt of any outstanding series, class or tranche of notes of the issuer that were characterized as debt at the time of their issuance, (2) following the change, the issuer will not be treated as an association, or publicly traded
partnership, taxable as a corporation, and (3) such change will not cause or constitute an event in which gain or loss would be recognized by any holder of such notes.
|
Ÿ
|
the aggregate nominal liquidation amount of all tranches of outstanding Class B notes on that date, after giving effect to
issuances, deposits, allocations, reallocations or payments with respect to Class B notes to be made on that date; minus
|
Ÿ
|
the aggregate amount of the Class A required subordinated amount of Class B notes for all other Class A notes which are
outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments with respect to Class A notes to be made on that date.
|
Ÿ
|
The MBNAseries’ share of collections of finance charge receivables allocated and paid to the collateral
certificateholder and investment earnings on funds held in the collection account. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds” in the prospectus.
|
Ÿ
|
Withdrawals from the accumulation reserve subaccount.
|
| If the number of months required to accumulate MBNAseries Available Principal Amounts for the payment of principal on a
tranche of notes is greater than one month, then the Issuer will begin to fund an accumulation reserve subaccount for such tranche. See “—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding
Account.” The amount targeted to be deposited into the accumulation reserve account for each month, beginning with the third month prior to
which MBNAseries Available Principal Amounts are to be accumulated for such tranche, will be an amount equal to 0.5% of the outstanding dollar principal amount of such tranche of notes.
|
| On each Transfer Date, the issuer will calculate the targeted amount of principal funding subaccount earnings for each
tranche of notes, which will be equal to the amount that the funds (other than prefunded amounts) on deposit in each principal funding subaccount would earn at the interest rate payable by the issuer—taking into account payments due under
applicable derivative agreements—on the related tranche of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings, then the amount of such shortfall will be withdrawn from
the applicable accumulation reserve subaccount and treated as MBNAseries Available Funds for such month.
|
Ÿ
|
Additional finance charge collections allocable to the MBNAseries.
|
| The issuer will notify the servicer from time to time of the aggregate prefunded amount on deposit in the principal funding
account. Whenever there are any prefunded amounts on deposit in any principal funding subaccount, master trust II will designate an amount of the Seller Interest equal to such prefunded amounts. On each Transfer Date, the issuer will calculate the
targeted amount of principal funding subaccount prefunded amount earnings for each tranche of notes, which will be equal to the amount that the prefunded amounts on deposit in each principal funding subaccount would earn at the interest rate payable
by the issuer—taking into account payments due under applicable derivative agreements—on the related tranche of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings,
collections of finance charge receivables allocable to such designated portion of the Seller Interest up to the amount of the shortfall will be treated as MBNAseries Available Funds. See “Master Trust II—Application of Collections”
in the prospectus.
|
Ÿ
|
Investment earnings on amounts on deposit in the principal funding account, interest funding account and accumulation reserve
account for the MBNAseries.
|
Ÿ
|
Any shared excess available funds allocable to the MBNAseries.
|
| See “—Shared Excess Available Funds” in this prospectus supplement.
|
Ÿ
|
Amounts received from derivative counterparties.
|
| Unless otherwise specified in the MBNAseries indenture supplement, payments received under derivative agreements for interest
on notes of the MBNAseries payable in U.S. dollars will be treated as MBNAseries Available Funds.
|
Ÿ
|
first, to make the targeted deposits to the interest funding account to fund the payment of interest on the notes and certain
payments due to derivative counterparties;
|
Ÿ
|
second, to pay the MBNAseries’s share of the master trust II servicing fee, plus any previously due and unpaid
master trust II servicing fee allocable to the MBNAseries, to the servicer;
|
Ÿ
|
third, to be treated as MBNAseries Available Principal Amounts in an amount equal to the amount of defaults on principal
receivables in master trust II allocated to the MBNAseries for the preceding month;
|
Ÿ
|
fourth, to be treated as MBNAseries Available Principal Amounts in an amount equal to the Nominal Liquidation Amount
Deficits, if any, of MBNAseries notes;
|
Ÿ
|
fifth, to make the targeted deposit to the accumulation reserve account, if any;
|
Ÿ
|
sixth, to make the targeted deposit to the Class C reserve account, if any;
|
Ÿ
|
seventh, to make any other payment or deposit required by any class or tranche of MBNAseries notes;
|
Ÿ
|
eighth, to be treated as shared excess available funds; and
|
Ÿ
|
ninth, to the issuer.
|
Ÿ
|
Interest Payments. The deposit targeted for any tranche of outstanding interest-bearing notes on
each Transfer Date will be equal to the amount of interest accrued on the outstanding dollar principal amount of that tranche during the period from and including the first Monthly Interest Accrual Date in the prior month to but excluding the first
Monthly Interest Accrual Date for the current month.
|
Ÿ
|
Amounts Owed to Derivative Counterparties. If a tranche of notes has a Performing or non-Performing
derivative agreement for interest that provides for payments to the applicable derivative counterparty, in addition to any applicable stated interest as determined under the item above, the deposit targeted for that tranche of notes on each Transfer
Date with respect to any payment to the derivative counterparty will be specified in the MBNAseries indenture supplement.
|
Ÿ
|
Discount Notes. The deposit targeted for a tranche of discount notes on each Transfer Date is
the amount of accretion of principal of that tranche of notes from
and including the prior Monthly Principal Accrual Date—or in the case of the first Monthly Principal Accrual Date, from and including the date of issuance of that tranche—to but excluding the first Monthly Principal Accrual Date for the
next month.
|
Ÿ
|
Specified Deposits. If any tranche of notes provides for deposits in addition to or different from
the deposits described above to be made to the interest funding subaccount for that tranche, the deposits targeted for that tranche each month are the specified amounts.
|
Ÿ
|
Additional Interest. The deposit targeted for any tranche of notes that has previously due and
unpaid interest for any month will include the interest accrued on that overdue interest during the period from and including the first Monthly Interest Accrual Date in the prior month to but excluding the first Monthly Interest Accrual Date for the
current month.
|
Ÿ
|
MBNAseries Available Funds are at least equal to targeted amounts. If MBNAseries Available Funds
are at least equal to the sum of the deposits targeted by each tranche of notes as described above, then that targeted amount will be deposited in the interest funding subaccount established for each tranche.
|
Ÿ
|
MBNAseries Available Funds are less than targeted amounts. If MBNAseries Available Funds are
less than the sum of the deposits targeted by each tranche of notes as described above, then MBNAseries Available Funds will be allocated to each tranche of notes as follows:
|
—
|
first, to cover the deposits with respect to the Class A notes (including any applicable derivative counterparty
payments),
|
—
|
second, to cover the deposits with respect to the Class B notes (including any applicable derivative counterparty payments),
and
|
—
|
third, to cover the deposits with respect to the Class C notes (including any applicable derivative counterparty
payments).
|
—
|
the aggregate amount of the deposits targeted with respect to that tranche of notes, to
|
—
|
the aggregate amount of the deposits targeted with respect to all tranches of notes in such class.
|
Ÿ
|
first, to each tranche of Class A notes,
|
Ÿ
|
second, to each tranche of Class B notes, and
|
Ÿ
|
third, to each tranche of Class C notes.
|
| —the Nominal Liquidation Amount Deficit of such tranche of notes, to
|
| —the aggregate Nominal Liquidation Amount Deficit of all tranches of such class.
|
Ÿ
|
first, for each month, if MBNAseries Available Funds are insufficient to make the full targeted deposit into the interest
funding subaccount for any tranche of Class A notes, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C
notes for each day during such month) will be allocated to the interest funding subaccount of each such tranche of Class A notes pro rata based on, in the case of each such tranche of Class A notes, the lesser of:
|
—
|
the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of
Class A notes, and
|
—
|
an amount equal to the sum of the Class A Unused Subordinated Amount of Class C notes plus the Class A Unused
Subordinated Amount of Class B notes for such tranche of Class A notes (determined after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II);
|
Ÿ
|
second, for each month, if MBNAseries Available Funds are insufficient to make the full targeted deposit into the interest
funding subaccount for any tranche of Class B notes, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C
notes for each day during such month minus the aggregate amount of MBNAseries Available Principal Amounts reallocated as described in the first clause above) will be allocated to the interest funding subaccount of each such tranche of Class B
notes pro rata based on, in the case of each such tranche of Class B notes, the lesser of:
|
—
|
the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of
Class B notes, and
|
—
|
an amount equal to the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes (determined
after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II and the reallocation of MBNAseries Available Principal Amounts as described in the first clause above);
|
Ÿ
|
third, for each month, if MBNAseries Available Funds are insufficient to pay the portion of the master trust II servicing fee
allocable to the MBNAseries, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C notes for each day during
such month minus the aggregate amount of MBNAseries Available Principal Amounts reallocated as described in the first and second clauses above) will be paid to the servicer in an amount equal to, and
allocated to each such tranche of Class A notes pro rata based on, in the case of each tranche of Class A notes, the lesser of:
|
—
|
the amount of the deficiency times the Weighted Average Available Funds Allocation Amount for such tranche for such month to
the Weighted Average Available Funds Allocation Amount for the MBNAseries for such month, and
|
—
|
an amount equal to the Class A Unused Subordinated Amount of Class C notes plus the Class A Unused Subordinated Amount
of Class B notes for such tranche of Class A notes (determined after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II and the reallocation of MBNAseries Available Principal Amounts as
described in the first and second clauses above);
|
Ÿ
|
fourth, for each month, if MBNAseries Available Funds are insufficient to pay the portion of the master trust II servicing
fee allocable to the MBNAseries, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C notes for each day
during such month minus the aggregate amount of MBNAseries Available Principal Amounts reallocated as described in the first, second and third clauses above) will be paid to the servicer in an amount equal to, and allocated to each tranche of
Class B notes pro rata based on, in the case of each such tranche of Class B notes, the lesser of:
|
—
|
the amount of the deficiency times the Weighted Average Available Funds Allocation Amount for such tranche for such month to
the Weighted Average Available Funds Allocation Amount for the MBNAseries for such month, and
|
—
|
an amount equal to the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes (determined
after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II and the reallocation of MBNAseries Available Principal Amounts as described in the preceding clauses);
|
Ÿ
|
fifth, to make the targeted deposits to the principal funding account as described below under “—Targeted
Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account;” and
|
Ÿ
|
sixth, to the issuer for reinvestment in the Investor Interest of the collateral certificate.
|
Ÿ
|
Principal Payment Date. For the month before any principal payment date of a tranche of notes, the
deposit targeted for that tranche of notes for that month is equal to the nominal liquidation amount of that tranche of notes as of the close of business on the last day of such month, determined after giving effect to any charge-offs for uncovered
defaults on principal receivables in master trust II and any reallocations, payments or deposits of MBNAseries Available Principal Amounts occurring on the following Transfer Date.
|
Ÿ
|
Budgeted Deposits. Each month beginning with the twelfth month before the expected principal
payment date of a tranche of notes, the deposit targeted to be made into the principal funding subaccount for a tranche of notes will be one-twelfth of the expected outstanding dollar principal amount of that tranche of notes as of its expected
principal payment date.
|
| The issuer may postpone the date of the targeted deposits under the previous sentence. If the issuer and the servicer
determine that less than twelve months would be required to accumulate MBNAseries Available Principal Amounts necessary to
pay a tranche of notes on its expected principal payment date, using conservative historical information about payment rates of principal receivables under master trust II and after taking into account all of the other expected payments of principal
of master trust II investor certificates and notes to be made in the next twelve months, then the start of the targeted deposits may be postponed each month by one month, with proportionately larger targeted deposits for each month of
postponement.
|
Ÿ
|
Prefunding of the Principal Funding Account for Senior Classes. If the issuer determines that any
date on which principal is payable or to be deposited into a principal funding subaccount with respect to any tranche of Class C notes will occur at a time when the payment or deposit of all or part of that tranche of Class C notes would be
prohibited because it would cause a deficiency in the remaining available subordination for the Class A notes or Class B notes, the targeted deposit amount for the Class A notes and Class B notes will be an amount equal to the portion of the
Adjusted Outstanding Dollar Principal Amount of the Class A notes and Class B notes that would have to cease to be outstanding in order to permit the payment of or deposit with respect to that tranche of Class C notes.
|
| If the issuer determines that any date on which principal is payable or to be deposited into a principal funding subaccount
with respect to any Class B notes will occur at a time when the payment or deposit of all or part of that tranche of Class B notes would be prohibited because it would cause a deficiency in the remaining available subordination for the Class A
notes, the targeted deposit amount for the Class A notes will be an amount equal to the portion of the Adjusted Outstanding Dollar Principal Amount of the Class A notes that would have to cease to be outstanding in order to permit the payment of or
deposit with respect to that tranche of Class B notes.
|
| Prefunding of the principal funding subaccount for the senior tranches of the MBNAseries will continue until:
|
—
|
enough senior notes are repaid so that the subordinated notes that are payable are no longer necessary to provide the
required subordination for the outstanding senior notes;
|
—
|
new subordinated notes are issued so that the subordinated notes that are payable are no longer necessary to provide the
required subordination for the outstanding senior notes; or
|
—
|
the principal funding subaccounts for the senior notes are prefunded so that the subordinated notes that are payable are no
longer necessary to provide the required subordination for the outstanding senior notes.
|
| For purposes of calculating the prefunding requirements, the required subordinated amount of a tranche of a senior class of
notes of the MBNAseries will be calculated as described under “The Notes—Issuance of New Series, Classes and Tranches of Notes—Required Subordinated Amount’’ based on its Adjusted Outstanding Dollar Principal Amount
on such date. However, if any early redemption event has occurred with respect to the subordinated notes or if the usage of the subordinated notes with
respect to such senior notes is greater than zero, the required subordinated amount will be calculated based on the Adjusted Outstanding Dollar Principal Amount of such tranche as of the close of business on the day immediately preceding the
occurrence of such early redemption event or the date on which the usage of the subordinated notes exceeds zero.
|
| When the prefunded amounts are no longer necessary, they will be withdrawn from the principal funding account and applied in
accordance with the description under “—Withdrawals from Principal Funding Account—Withdrawal of Prefunded Amount.” The nominal liquidation amount of the prefunded tranches will be increased by the amount removed from the
principal funding account.
|
| If any tranche of senior notes becomes payable as a result of an early redemption event, event of default or other optional
or mandatory redemption, or upon reaching its expected principal payment date, any prefunded amounts on deposit in its principal funding subaccount will be paid to noteholders of that tranche and deposits to pay the notes will continue as necessary
to pay that tranche.
|
Ÿ
|
Event of Default, Early Redemption Event or Other Optional or Mandatory Redemption. If any tranche
of notes has been accelerated after the occurrence of an event of default during that month, or an early redemption event or other optional or mandatory redemption has occurred with respect to any tranche of notes, the deposit targeted for that
tranche of notes with respect to that month and each following month will equal the nominal liquidation amount of that tranche of notes as of the close of business on the last day of the preceding month, determined after giving effect to
reallocations, payments or deposits occurring on the Transfer Date with respect to such month.
|
Ÿ
|
Amounts Owed to Derivative Counterparties. If a tranche of U.S. dollar notes or foreign
currency notes that has a Performing or non-Performing derivative agreement for principal that provides for a payment to the applicable derivative counterparty, the deposit targeted for that tranche of notes on each Transfer Date with respect to any
payment to the derivative counterparty will be specified in the MBNAseries indenture supplement.
|
Ÿ
|
MBNAseries Available Principal Amounts Equal Targeted Amounts. If MBNAseries Available Principal
Amounts remaining after giving effect to clauses one through four under “—Application of MBNAseries Available Principal Amounts” are equal to the sum of the deposits targeted by each tranche of notes, then the applicable
targeted amount will be deposited in the principal funding subaccount established for each tranche.
|
Ÿ
|
MBNAseries Available Principal Amounts Are Less Than Targeted Amounts. If MBNAseries Available
Principal Amounts remaining after giving effect to clauses one through four under “—Application of MBNAseries Available Principal Amounts” are less than the sum of the deposits targeted by each tranche of notes, then
MBNAseries Available Principal Amounts will be deposited in the principal funding subaccounts for each tranche in the following priority:
|
—
|
first, the amount available will be allocated to the Class A notes,
|
—
|
second, the amount available after the application above will be allocated to the Class B notes, and
|
—
|
third, the amount available after the applications above will be allocated to the Class C notes.
|
—
|
the amount targeted to be deposited into the principal funding subaccount for the applicable tranche of such class,
to
|
—
|
the aggregate amount targeted to be deposited into the principal funding subaccount for all tranches of such
class.
|
—
|
the available subordinated amount of Class C notes is at least equal to the required subordinated amount of Class C notes for
all outstanding Class A notes minus the Class A Usage of the Class C Required Subordinated Amount for all Class A notes; and
|
—
|
the available subordinated amount of Class C notes is at least equal to the required subordinated amount of Class C notes for
all outstanding Class B notes minus the Class B Usage of the Class C Required Subordinated Amount for all Class B notes.
|
Ÿ
|
Withdrawals for U.S. Dollar Notes. On each applicable interest payment date for each tranche of
U.S. dollar notes, an amount equal to interest due on the applicable tranche of notes on the applicable interest payment date (including any overdue interest payments and additional interest on overdue interest payments) will be withdrawn from that
interest funding subaccount and paid to the applicable paying agent.
|
Ÿ
|
Withdrawal for Foreign Currency Notes with a Non-Performing Derivative Agreement. On each
applicable interest payment date with respect to a tranche of foreign currency notes that has a non-Performing derivative agreement for interest, the amount specified in the MBNAseries indenture supplement will be withdrawn from that interest
funding subaccount and, if so specified in the applicable indenture supplement, converted to the applicable foreign currency at the applicable spot exchange rate and remitted to the applicable paying agent.
|
Ÿ
|
Withdrawals for Discount Notes. On each applicable principal payment date, with respect to each
tranche of discount notes, an amount equal to the amount of the accretion of principal of that tranche of notes from the prior principal payment date—or, in the case of the first principal payment date, the date of issuance of that
tranche—to but excluding the applicable principal payment date will be withdrawn from that interest funding subaccount and invested in the Investor Interest of the collateral certificate.
|
Ÿ
|
Withdrawals for Payments to Derivative Counterparties. On each date on which a payment is required
under the applicable derivative agreement, with respect to any tranche of notes that has a Performing or non-Performing derivative agreement for interest, an amount equal to the amount of the payment to be made under the applicable derivative
agreement (including, if applicable, any overdue payment and any additional interest on overdue payments) will be withdrawn from that interest funding subaccount and paid in accordance with the MBNAseries indenture supplement.
|
Ÿ
|
Withdrawals for U.S. Dollar Notes with no Derivative Agreement for Principal. On each applicable
principal payment date, with respect to each tranche of U.S. dollar notes that has no derivative agreement for principal, an amount equal to the principal due on the applicable tranche of notes on the applicable principal payment date will be
withdrawn from the applicable principal funding subaccount and paid to the applicable paying agent.
|
Ÿ
|
Withdrawals for U.S. Dollar or Foreign Currency Notes with a Performing Derivative Agreement for Principal.
On each date on which a payment is required under the applicable derivative agreement with respect to any tranche of U.S. dollar or foreign currency notes that has a Performing derivative agreement for principal, an amount equal to
the amount of the payment to be made under the applicable derivative agreement will be withdrawn from the applicable principal funding subaccount and paid to the applicable derivative counterparty. The issuer will direct the applicable derivative
counterparty to remit its payments under the applicable derivative agreement to the applicable paying agent.
|
Ÿ
|
Withdrawals for Foreign Currency Notes with non-Performing Derivative Agreement for Principal. On
each principal payment date with respect to a tranche of foreign currency notes that has a non-Performing derivative agreement for principal, an amount equal to the amount specified in the applicable indenture supplement will be withdrawn from that
principal funding subaccount and, if so specified in the applicable indenture supplement, converted to the applicable foreign currency at the prevailing spot exchange rate and paid to the applicable paying agent. Any excess dollar amount will be
retained on deposit in the applicable principal funding subaccount to be applied to make principal payments on later principal payment dates.
|
Ÿ
|
Withdrawals for U.S. Dollar Notes with a non-Performing Derivative Agreement for Principal. On each
principal payment date with respect to a tranche of U.S. dollar notes with a non-Performing derivative agreement for principal, the amount specified in the applicable indenture supplement will be withdrawn from the applicable principal funding
subaccount and paid to the applicable paying agent.
|
Ÿ
|
Withdrawal of Prefunded Amount. If prefunding of the principal funding subaccounts for senior
classes of notes is no longer necessary as a result of payment of senior notes or issuance of additional subordinated notes, as described under “—Targeted Deposits of Available Principal Amounts to the Principal Funding
Account—Prefunding of the Principal Funding Account for Senior Classes,” the prefunded amounts will be withdrawn from the principal funding account and first, allocated among and deposited to the principal funding subaccounts of
the Class A
notes up to the amount then targeted to be on deposit in such principal funding subaccount; second, allocated among and deposited to the principal funding subaccounts of the Class B notes up to the amount then targeted to be on deposit in
such principal funding subaccount; third, allocated among and deposited to the principal funding subaccount of the Class C notes up to the amount then targeted to be on deposit in such principal funding subaccount; and fourth, any
remaining amounts paid to master trust II to increase the Investor Interest of the collateral certificate.
|
Ÿ
|
Withdrawals on the Legal Maturity Date. On the legal maturity date of any tranche of notes, amounts
on deposit in the principal funding subaccount of such tranche may be applied to pay principal of that tranche or to make a payment under a derivative agreement with respect to principal of that tranche.
|
Ÿ
|
the holders of 90% of the aggregate outstanding dollar principal amount of the accelerated tranche of notes
consent;
|
Ÿ
|
the net proceeds of such sale (plus amounts on deposit in the applicable subaccounts and payments to be received from
any applicable derivative agreement) would be sufficient to pay all amounts due on the accelerated tranche of notes; or
|
Ÿ
|
if the indenture trustee determines that the funds to be allocated to the accelerated tranche of notes, including MBNAseries
Available Funds and MBNAseries Available Principal Amounts allocable to the accelerated tranche of notes, payments to be
received from any applicable derivative agreement and amounts on deposit in the applicable subaccounts, may not be sufficient on an ongoing basis to make all payments on the accelerated tranche of notes as such payments would have become due if such
obligations had not been declared due and payable, and 66 2
/3% of the noteholders of the
accelerated tranche of notes consent to the sale.
|
Ÿ
|
Interest. On or prior to each Transfer Date, the issuer will calculate for each tranche of notes
the amount of any shortfall of net investment earnings for amounts on deposit in the principal funding subaccount for that tranche (other than prefunded amounts) over the amount of interest that would have accrued on such deposit if that tranche had
borne interest at the applicable note interest rate (or other rate specified in the MBNAseries indenture supplement) for the prior month. If there is any such shortfall for that Transfer Date, or any unpaid shortfall from any earlier Transfer Date,
the issuer will withdraw the sum of those amounts from the accumulation reserve subaccount, to the extent available, for treatment as MBNAseries Available Funds for such month.
|
Ÿ
|
Payment to Issuer. Upon payment in full of any tranche of notes, any amount on deposit in the
applicable accumulation reserve subaccount will be paid to the Issuer.
|
Ÿ
|
the date of the payment in full of the stated principal amount of and all accrued, past due and additional interest on that
tranche of notes;
|
Ÿ
|
the date on which the outstanding dollar principal amount of that tranche of notes is reduced to zero, and all accrued, past
due or additional interest on that tranche of notes is paid in full;
|
Ÿ
|
the legal maturity date of that tranche of notes, after giving effect to all deposits, allocations, reallocations, sales of
credit card receivables and payments to be made on that date; or
|
Ÿ
|
the date on which a sale of receivables has taken place with respect to such tranche, as described in “—Sale of
Credit Card Receivables.”
|
| March 31, |
December 31, |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2001 |
2000 |
1999 |
|||||||||||||
| Receivables |
Percentage
of Total Receivables |
Receivables |
Percentage
of Total Receivables |
Receivables |
Percentage
of Total Receivables |
||||||||||
| Receivables
Outstanding |
$58,072,403 | $58,611,594 | $51,032,411 | ||||||||||||
| Receivables
Delinquent: |
|||||||||||||||
| 30-59 Days | $ 1,013,960 | 1.75 | % | $ 1,024,175 | 1.75 | % | $ 817,374 | 1.60 | % | ||||||
| 60-89 Days | 619,948 | 1.07 | 583,768 | 1.00 | 482,084 | 0.94 | |||||||||
| 90 or More | 1,212,782 | 2.08 | 1,158,371 | 1.97 | 1,064,669 | 2.09 | |||||||||
| Total | $ 2,846,690 | 4.90 | % | $ 2,766,314 | 4.72 | % | $ 2,364,127 | 4.63 | % | ||||||
| December 31, |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1998 |
1997 |
1996 |
|||||||||||||
| Receivables |
Percentage
of Total Receivables |
Receivables |
Percentage
of Total Receivables |
Receivables |
Percentage
of Total Receivables |
||||||||||
| Receivables
Outstanding |
$42,099,780 | $35,542,445 | $23,743,488 | ||||||||||||
| Receivables
Delinquent: |
|||||||||||||||
| 30-59 Days | $ 756,062 | 1.80 | % | $ 671,313 | 1.89 | % | $ 433,068 | 1.82 | % | ||||||
| 60-89 Days | 416,500 | 0.99 | 329,087 | 0.93 | 204,156 | 0.86 | |||||||||
| 90 or More | 914,003 | 2.17 | 708,755 | 1.99 | 436,245 | 1.84 | |||||||||
| Total | $ 2,086,565 | 4.96 | % | $ 1,709,155 | 4.81 | % | $ 1,073,469 | 4.52 | % | ||||||
| Three Months
Ended March 31, 2001 |
Year Ended December 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2000 |
1999 |
||||||||
| Average Principal Receivables Outstanding | $56,939,061 | $52,869,754 | $44,034,527 | ||||||
| Total Charge-Offs | $ 681,996 | $ 2,697,976 | $ 2,172,404 | ||||||
| Total Charge-Offs as a percentage of Average
Principal Receivables Outstanding |
4.79 | % | 5.10 | % | 4.93 | % | |||
| Year Ended December 31, |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1998 |
1997 |
1996 |
|||||||
| Average Principal Receivables Outstanding | $36,987,103 | $28,445,493 | $16,934,810 | ||||||
| Total Charge-Offs | $ 1,843,986 | $ 1,330,140 | $ 672,553 | ||||||
| Total Charge-Offs as a percentage of Average
Principal Receivables Outstanding |
4.99 | % | 4.68 | % | 3.97 | % | |||
| Three Months
Ended March 31, 2001 |
Year Ended December 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2000 |
1999 |
||||||||
| Finance Charges and Fees | $2,866,486 | $10,122,205 | $8,121,775 | ||||||
| Yield from Finance Charges and Fees | 20.14 | % | 19.15 | % | 18.44 | % | |||
| Year Ended December 31, |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1998 |
1997 |
1996 |
|||||||
| Finance Charges and Fees | $6,737,139 | $4,951,621 | $2,893,047 | ||||||
| Yield from Finance Charges and Fees | 18.21 | % | 17.41 | % | 17.08 | % | |||
| Three Months
Ended March 31, 2001 |
Year Ended December 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2000 |
1999 |
1998 |
1997 |
1996 |
|||||||||
| Lowest Month | 12.28 | % | 12.21% | 12.56% | 11.47% | 11.02% | 9.30% | ||||||
| Highest Month | 13.40 | % | 14.05% | 13.61% | 13.43% | 13.00% | 11.52% | ||||||
| Monthly Average | 13.00 | % | 13.01% | 13.17% | 12.59% | 11.62% | 10.36% | ||||||
Ÿ
|
the Master Trust II Portfolio included $58,107,360,089 of principal receivables and $1,515,415,888 of finance charge
receivables;
|
Ÿ
|
the credit card accounts had an average principal receivable balance of $1,395 and an average credit limit of
$12,053;
|
Ÿ
|
the percentage of the aggregate total receivable balance to the aggregate total credit limit was 11.9%;
|
Ÿ
|
the average age of the credit card accounts was approximately 56 months; and
|
Ÿ
|
cardholders whose accounts are included in the Master Trust II Portfolio had billing addresses in all 50 States and the
District of Columbia.
|
| Account Balance Range |
Number
of Accounts |
Percentage of
Total Number of Accounts |
Receivables |
Percentage
of Total Receivables |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Credit Balance | 589,299 | 1.4 | % | $ (67,142,519 | ) | (0.1 | )% | ||||
| No Balance | 25,710,281 | 61.7 | 0 | 0.0 | |||||||
| $ .01-$ 5,000.00 | 11,020,579 | 26.5 | 15,068,066,725 | 25.3 | |||||||
| $ 5,000.01-$10,000.00 | 2,767,133 | 6.6 | 19,516,265,975 | 32.7 | |||||||
| $10,000.01-$15,000.00 | 920,318 | 2.2 | 11,122,494,745 | 18.7 | |||||||
| $15,000.01-$20,000.00 | 355,199 | 0.9 | 6,095,656,425 | 10.2 | |||||||
| $20,000.01-$25,000.00 | 170,686 | 0.4 | 3,818,813,996 | 6.4 | |||||||
| $25,000.01 or More | 119,289 | 0.3 | 4,068,620,630 | 6.8 | |||||||
| Total | 41,652,784 | 100.0 | % | $59,622,775,977 | 100.0 | % | |||||
| Credit Limit Range |
Number
of Accounts |
Percentage
of Total Number of Accounts |
Receivables |
Percentage
of Total Receivables |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Less than or equal to $5,000.00 | 7,846,578 | 18.8 | % | $ 4,652,736,126 | 7.8 | % | ||||
| $ 5,000.01-$10,000.00 | 12,486,555 | 30.0 | 16,270,420,238 | 27.3 | ||||||
| $10,000.01-$15,000.00 | 9,478,636 | 22.8 | 13,481,588,763 | 22.6 | ||||||
| $15,000.01-$20,000.00 | 5,500,306 | 13.2 | 9,090,771,993 | 15.2 | ||||||
| $20,000.01-$25,000.00 | 4,510,181 | 10.8 | 9,051,714,836 | 15.2 | ||||||
| $25,000.01 or More | 1,830,528 | 4.4 | 7,075,544,021 | 11.9 | ||||||
| Total | 41,652,784 | 100.0 | % | $59,622,775,977 | 100.0 | % | ||||
| Period of Delinquency (Days
Contractually Delinquent) |
Number
of Accounts |
Percentage
of Total Number of Accounts |
Receivables |
Percentage
of Total Receivables |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Not Delinquent | 40,393,470 | 97.0 | % | $52,520,667,218 | 88.1 | % | ||||
| Up to 29 Days | 752,274 | 1.8 | 4,044,296,463 | 6.8 | ||||||
| 30 to 59 Days | 205,075 | 0.5 | 1,147,019,545 | 1.9 | ||||||
| 60 to 89 Days | 105,928 | 0.2 | 635,650,076 | 1.1 | ||||||
| 90 or More Days | 196,037 | 0.5 | 1,275,142,675 | 2.1 | ||||||
| Total | 41,652,784 | 100.0 | % | $59,622,775,977 | 100.0 | % | ||||
| Account Age |
Number
of Accounts |
Percentage
of Total Number of Accounts |
Receivables |
Percentage
of Total Receivables |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Not More than 6 Months | 2,119,632 | 5.1 | % | $ 2,389,246,595 | 4.0 | % | ||||
| Over 6 Months to 12 Months | 2,845,687 | 6.8 | 3,589,497,726 | 6.0 | ||||||
| Over 12 Months to 24 Months | 5,526,576 | 13.3 | 7,400,776,068 | 12.4 | ||||||
| Over 24 Months to 36 Months | 5,594,745 | 13.4 | 6,394,014,369 | 10.7 | ||||||
| Over 36 Months to 48 Months | 6,148,817 | 14.8 | 6,349,765,667 | 10.7 | ||||||
| Over 48 Months to 60 Months | 5,657,468 | 13.6 | 7,237,594,788 | 12.1 | ||||||
| Over 60 Months to 72 Months | 3,871,519 | 9.3 | 5,519,533,735 | 9.3 | ||||||
| Over 72 Months | 9,888,340 | 23.7 | 20,742,347,029 | 34.8 | ||||||
| Total | 41,652,784 | 100.0 | % | $59,622,775,977 | 100.0 | % | ||||
| State |
Number of
Accounts |
Percentage
of Total Number of Accounts |
Receivables |
Percentage
of Total Receivables |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| California | 4,206,029 | 10.1 | % | $ 6,931,600,219 | 11.6 | % | ||||
| New York | 3,108,974 | 7.4 | 4,175,260,127 | 7.0 | ||||||
| Florida | 2,527,845 | 6.1 | 3,743,449,398 | 6.3 | ||||||
| Texas | 2,442,877 | 5.9 | 4,092,295,540 | 6.9 | ||||||
| Pennsylvania | 2,433,506 | 5.8 | 2,932,604,720 | 4.9 | ||||||
| Ohio | 1,790,396 | 4.3 | 2,168,116,472 | 3.6 | ||||||
| Illinois | 1,763,836 | 4.2 | 2,353,570,620 | 4.0 | ||||||
| New Jersey | 1,631,270 | 3.9 | 2,432,135,239 | 4.1 | ||||||
| Michigan | 1,530,840 | 3.7 | 2,150,441,641 | 3.6 | ||||||
| Massachusetts | 1,359,360 | 3.3 | 1,726,205,242 | 2.9 | ||||||
| Other | 18,857,851 | 45.3 | 26,917,096,759 | 45.1 | ||||||
| Total | 41,652,784 | 100.0 | % | $59,622,775,977 | 100.0 | % | ||||
| Underwriters |
Principal
Amount |
|
|---|---|---|
| Lehman Brothers Inc. | $ 50,000,000 | |
| Deutsche Banc Alex. Brown Inc. | 50,000,000 | |
| J.P. Morgan Securities Inc. | 50,000,000 | |
| Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
50,000,000 | |
| Salomon Smith Barney Inc. | 50,000,000 | |
| Total | $250,000,000 | |
Ÿ
|
it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything
done by it in relation to these Class B(2001-1) notes in, from or otherwise involving the United Kingdom;
|
Ÿ
|
it has only issued, distributed or passed on and will only issue, distribute or pass on in the United Kingdom any document
received by it in connection with the issue of these Class B(2001-1) notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such
document may otherwise lawfully be issued, distributed or passed on;
|
Ÿ
|
if it is an authorized person under Chapter III of Part I of the Financial Services Act 1986, it has only promoted and will
only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in this prospectus supplement and the prospectus if
that person is a kind described either in Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991; and
|
Ÿ
|
it is a person of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1986.
|
Ÿ
|
over-allotments, in which members of the syndicate selling these Class B(2001-1) notes sell more notes than the issuer
actually sold to the syndicate, creating a syndicate short position;
|
Ÿ
|
stabilizing transactions, in which purchases and sales of these Class B(2001-1) notes may be made by the members of the
selling syndicate at prices that do not exceed a specified maximum;
|
Ÿ
|
syndicate covering transactions, in which members of the selling syndicate purchase these Class B(2001-1) notes in the open
market after the distribution has been completed in order to cover syndicate short positions; and
|
Ÿ
|
penalty bids, by which underwriters reclaim a selling concession from a syndicate member when any of these Class B(2001-1)
notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.
|
| (1) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A
notes (as of the last day of the preceding month) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of charge-offs for uncovered defaults on principal receivables in master trust II initially allocated to Class B
notes which did not result in a Class A Usage of Class C Required Subordinated Amount on such Transfer Date; plus
|
| (2) the amount of charge-offs for uncovered defaults on principal
receivables in master trust II initially allocated to Class A notes and then reallocated on such Transfer Date to Class B notes; plus
|
| (3) the amount of MBNAseries Available Principal Amounts reallocated on such
Transfer Date to the interest funding sub-account for that tranche of Class A notes which did not result in a Class A Usage of Class C Required Subordinated Amount for such tranche of Class A notes; plus
|
| (4) an amount equal to the aggregate amount of MBNAseries Available Principal
Amounts reallocated to pay any amount to the servicer for such tranche of Class A notes which did not result in a Class A Usage of Class C Required Subordinated Amount for such tranche of Class A notes on such Transfer Date; minus
|
| (5) an amount (which will not exceed the sum of items (1) through (4) above)
equal to the sum of:
|
Ÿ
|
the product of:
|
—
|
a fraction, the numerator of which is the Class A Usage of Class B Required Subordinated Amount (prior to giving effect to
any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class B notes on such Transfer Date) for such tranche of Class A notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits for all tranches of
Class B notes (prior to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class B notes on such Transfer Date), times
|
—
|
the aggregate amount of the Nominal Liquidation Amount Deficits of any tranche of Class B notes which are reimbursed on such
Transfer Date, plus
|
Ÿ
|
if the aggregate Class A Usage of Class B Required Subordinated Amount (prior to giving effect to any reimbursement of
Nominal Liquidation Amount Deficits for any tranche of Class B notes on such Transfer Date) for all Class A notes exceeds the aggregate Nominal Liquidation Amount Deficits of all tranches of Class B notes (prior to giving effect to any reimbursement
on such Transfer Date), the product of:
|
—
|
a fraction, the numerator of which is the amount of such excess and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits for all tranches of Class C notes (prior to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class C notes on such Transfer Date), times
|
—
|
the aggregate amount of the Nominal Liquidation Amount Deficits of any tranche of Class C notes which are reimbursed on such
Transfer Date, times
|
—
|
a fraction, the numerator of which is the Class A Usage of the Class B Required Subordinated Amount of such tranche of Class
A notes and the denominator of which is the Class A Usage of Class B Required Subordinated Amount for all Class A notes in the MBNAseries.
|
| (1) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C notes for that tranche of Class A
notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class C notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of charge-offs for uncovered defaults on principal receivables in master trust II initially allocated on such
Transfer Date to Class C notes; plus
|
| (2) the amount of charge-offs for uncovered defaults on principal
receivables in master trust II initially allocated to Class A notes and then reallocated on such date to Class C notes; plus
|
| (3) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A
notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of charge-offs for uncovered defaults on principal receivables in master trust II initially allocated on such
Transfer Date to Class B notes; plus
|
| (4) the amount of MBNAseries Available Principal Amounts
reallocated on such Transfer Date to the interest funding subaccount for that tranche of Class A notes; plus
|
| (5) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A
notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of MBNAseries Available Principal Amounts reallocated on such Transfer Date to the interest funding sub-account
for any tranche of Class B notes; plus
|
| (6) the amount of MBNAseries Available Principal Amounts
reallocated on such Transfer Date to pay any amount to the servicer for such tranche of Class A notes; plus
|
| (7) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A
notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of MBNAseries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for
any tranche of Class B notes; minus
|
| (8) an amount (which will not exceed the sum of items (1) through
(7) above) equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class A Usage of Class C Required Subordinated Amount (prior to giving effect to
any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class C notes on such Transfer Date) for that tranche of Class A notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving
effect to such reimbursement) of all Class C notes, times
|
Ÿ
|
the aggregate Nominal Liquidation Amount Deficits of all Class C notes which are reimbursed on such Transfer
Date.
|
| (1) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class B Unused Subordinated Amount of Class C notes for that tranche of Class B
notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class C notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of charge-offs for uncovered defaults on principal receivables in master trust II initially allocated on such
Transfer Date to Class C notes; plus
|
| (2) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the nominal liquidation amount for that tranche of Class B notes (as of the last day of
the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the sum of (i) the amount of charge-offs for uncovered defaults on principal receivables in master trust II initially
allocated to any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes that was included in Class A Usage of Class C Required Subordinated Amount and (ii) the amount of charge-offs for uncovered defaults on
principal receivables in master trust II initially allocated to any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes that was included in Class A Usage of Class B Required Subordinated Amount;
plus
|
| (3) the amount of charge-offs for uncovered defaults on principal
receivables in master trust II initially allocated to that tranche of Class B notes, and then reallocated on such date to the Class C notes; plus
|
| (4) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the nominal liquidation amount for that tranche of Class B notes (as of the last day of
the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of MBNAseries Available Principal Amounts reallocated on such Transfer Date to the interest funding sub-account
for any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes; plus
|
| (5) the amount of MBNAseries Available Principal Amounts
reallocated on such Transfer Date to the interest funding sub-account for that tranche of Class B notes; plus
|
| (6) an amount equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the nominal liquidation amount for such tranche of Class B notes (as of the last day of
the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times
|
Ÿ
|
the amount of MBNAseries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for
any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes; plus
|
| (7) the amount of MBNAseries Available Principal Amounts
reallocated on such Transfer Date to pay any amount to the servicer for such tranche of Class B notes; minus
|
| (8) an amount (which will not exceed the sum of items (1) through
(7) above) equal to the product of:
|
Ÿ
|
a fraction, the numerator of which is the Class B Usage of Class C Required Subordinated Amount (prior to giving effect to
any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class C notes on such Transfer Date) for that tranche of Class B notes and the denominator of which is the Nominal Liquidation Amount Deficits (prior to giving effect to
such reimbursement) of all tranches of Class C notes, times
|
Ÿ
|
the aggregate Nominal Liquidation Amount Deficits of all Class C notes which are reimbursed on such Transfer
Date.
|
Ÿ
|
each interest payment date for such series, class or tranche, and
|
Ÿ
|
for any month in which no interest payment date occurs, the date in that month corresponding numerically to the next interest
payment date for that series, class or tranche of notes, or in the case of a series, class or tranche of zero-coupon discount notes, the expected principal payment date for that series, class or tranche; but
|
—
|
for the month in which a series, class or tranche of notes is issued, the date of issuance of such series, class or tranche
will be the first Monthly Interest Accrual Date for such tranche of notes;
|
—
|
for the month next following the month in which a series, class or tranche of notes is issued, unless otherwise indicated,
the first day of such month will be the first Monthly Interest Accrual Date in such next following month for such series, class or tranche of notes;
|
—
|
any date on which proceeds from a sale of receivables following an event of default and acceleration of any series, class or
tranche of notes are deposited into the interest funding account for such series, class or tranche of notes will be a Monthly Interest Accrual Date for such series, class or tranche of notes;
|
—
|
if there is no such numerically corresponding date in that month, then the Monthly Interest Accrual Date will be the last
Business Day of the month; and
|
—
|
if the numerically corresponding date in such month is not a Business Day with respect to that class or tranche, then the
Monthly Interest Accrual Date will be the next following Business Day, unless that Business Day would fall in the following month, in which case the monthly interest date will be the last Business Day of the earlier month.
|
Ÿ
|
for any month in which the expected principal payment date occurs for such series, class or tranche, such expected principal
payment date, or if that day is not a Business Day, the next following Business Day, and
|
Ÿ
|
for any month in which no expected principal payment date occurs for such series, class or tranche, the date in that month
corresponding numerically to the expected principal payment date for that tranche of notes (or for any month following the last expected principal payment date, the date in such month corresponding numerically to the preceding expected principal
payment date for such tranche of notes); but
|
—
|
following a Pay Out Event, the second Business Day following such Pay Out Event shall be a Monthly Principal Accrual
Date,
|
—
|
any date on which prefunded excess amounts are released from any principal funding subaccount and deposited into the
principal funding subaccount of any tranche of notes on or after the expected principal payment date for such tranche of notes will be a Monthly Principal Accrual Date for such tranche of notes,
|
—
|
any date on which proceeds from a sale of receivables following an event of default and acceleration of any series, class or
tranche of notes are deposited into the principal funding account for such series, class or tranche of notes will be a Monthly Principal Accrual Date for such series, class or tranche of notes;
|
—
|
if there is no numerically corresponding date in that month, then the Monthly Principal Accrual Date will be the last
Business Day of the month, and
|
—
|
if the numerically corresponding date in such month is not a Business Day, the Monthly Principal Accrual Date will be the
next following Business Day, unless that Business Day would fall in the following month, in which case the Monthly Principal Accrual Date will be the last Business Day of the earlier month.
|
| # |
Class/Tranche |
Issuance Date |
Nominal
Liquidation Amount |
Certificate Rate |
Expected Principal
Payment Date |
Legal
Maturity Date |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Class C(2001-1) | 5/24/01* | $250,000,000 | One Month LIBOR + 1.05% | May 2006 | October 2008 |
| # |
Series/Class |
Issuance Date |
Investor Interest |
Certificate Rate |
Scheduled Payment Date |
Termination Date |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Series 1994-C | 10/26/94 | ||||||||||
| Class A | — | $870,000,000 | One Month LIBOR + .25% | October 2001 | March 2004 | |||||||
| Class B | — | $45,000,000 | One Month LIBOR + .45% | November 2001 | March 2004 | |||||||
| Collateral Interest | — | $85,000,000 | — | — | — | |||||||
| 2 | Series 1994-E | 12/15/94 | ||||||||||
| Investor Interest | ||||||||||||
| (as of 4/30/01) | — | $450,000,000 | Commercial Paper Index | — | — | |||||||
| Cash Collateral
Amount |
— | $20,000,000 | — | — | — | |||||||
| 3 | Series 1995-A | 3/22/95 | ||||||||||
| Class A | — | $500,250,000 | One Month LIBOR + .27% | August 2004 | January 2007 | |||||||
| Class B | — | $25,875,000 | One Month LIBOR + .45% | September 2004 | January 2007 | |||||||
| Collateral Interest | — | $48,875,000 | — | — | — | |||||||
| 4 | Series 1995-C | 6/29/95 | ||||||||||
| Class A | — | $500,250,000 | 6.45% | June 2005 | February 2008 | |||||||
| Class B | — | $25,875,000 | One Month LIBOR + .42% | July 2005 | February 2008 | |||||||
| Collateral Interest | — | $48,875,000 | — | — | — | |||||||
| 5 | Series 1995-E | 8/2/95 | ||||||||||
| Class A | — | $435,000,000 | One Month LIBOR + .22% | August 2002 | January 2005 | |||||||
| Class B | — | $22,500,000 | One Month LIBOR + .32% | September 2002 | January 2005 | |||||||
| Collateral Interest | — | $42,500,000 | — | — | — | |||||||
| 6 | Series 1995-G | 9/27/95 | ||||||||||
| Class A | — | $435,000,000 | One Month LIBOR + .21% | October 2002 | March 2005 | |||||||
| Class B | — | $22,500,000 | One Month LIBOR + .33% | November 2002 | March 2005 | |||||||
| Collateral Interest | — | $42,500,000 | — | — | — | |||||||
| 7 | Series 1995-J | 11/21/95 | ||||||||||
| Class A | — | $435,000,000 | One Month LIBOR + .23% | November 2002 | April 2005 | |||||||
| Class B | — | $22,500,000 | One Month LIBOR + .35% | December 2002 | April 2005 | |||||||
| Collateral Interest | — | $42,500,000 | — | — | — | |||||||
| 8 | Series 1996-A | 2/28/96 | ||||||||||
| Class A | — | $609,000,000 | One Month LIBOR + .21% | February 2003 | July 2005 | |||||||
| Class B | — | $31,500,000 | One Month LIBOR + .34% | March 2003 | July 2005 | |||||||
| Collateral Interest | — | $59,500,000 | — | — | — | |||||||
| 9 | Series 1996-B | 3/26/96 | ||||||||||
| Class A | — | $435,000,000 | One Month LIBOR + .26% | March 2006 | August 2008 | |||||||
| Class B | — | $22,500,000 | One Month LIBOR + .37% | April 2006 | August 2008 | |||||||
| Collateral Interest | — | $42,500,000 | — | — | — | |||||||
| 10 | Series 1996-D | 5/1/96 | ||||||||||
| Class A | — | $850,000,000 | One Month LIBOR + .15% | April 2001 | September 2003 | |||||||
| Class B | — | $75,000,000 | One Month LIBOR + .29% | May 2001 | September 2003 | |||||||
| Collateral Interest | — | $75,000,000 | — | — | — | |||||||
| 11 | Series 1996-E | 5/21/96 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .17% | May 2003 | October 2005 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .31% | June 2003 | October 2005 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 12 | Series 1996-F | 6/25/96 | ||||||||||
| Investor Interest | ||||||||||||
| (as of 4/30/01) | — | $744,681,000 | Commercial Paper Index | — | — | |||||||
| Collateral Interest | — | $45,000,000 | — | — | — | |||||||
| 13 | Series 1996-G | 7/17/96 | ||||||||||
| Class A | — | $425,000,000 | One Month LIBOR + .18% | July 2006 | December 2008 | |||||||
| Class B | — | $37,500,000 | One Month LIBOR + .35% | August 2006 | December 2008 | |||||||
| Collateral Interest | — | $37,500,000 | — | — | — | |||||||
| 14 | Series 1996-H | 8/14/96 | ||||||||||
| Class A | — | $1,020,000,000 | Three Month LIBOR + .10% | August 2001 | January 2004 | |||||||
| Class B | — | $90,000,000 | Three Month LIBOR + .27% | September 2001 | January 2004 | |||||||
| Collateral Interest | — | $90,000,000 | — | — | — |
| # |
Series/Class |
Issuance Date |
Investor Interest |
Certificate Rate |
Scheduled Payment Date |
Termination Date |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 15 | Series 1996-I | 9/25/96 | ||||||||||
| Class A Deutsche Mark | — | DM 1,000,000,000 | Three Month DM LIBOR + .09%
|
September 19, 2001 | February 18, 2004 | |||||||
| Class A | — | $666,444,518.49 | Three Month LIBOR + .115%
|
September 19, 2001 | February 18, 2004 | |||||||
| Class B | — | $58,804,000 | Not to Exceed Three Month LIBOR + .50%
|
October 2001 | February 18, 2004 | |||||||
| Collateral Interest | — | $58,804,000 | —
|
— | — | |||||||
| 16 | Series 1996-J | 9/19/96 | ||||||||||
| Class A | — | $850,000,000 | One Month LIBOR +.15%
|
September 2003 | February 2006 | |||||||
| Class B | — | $75,000,000 | One Month LIBOR + .36%
|
October 2003 | February 2006 | |||||||
| Collateral Interest | — | $75,000,000 | —
|
— | — | |||||||
| 17 | Series 1996-K | 10/24/96 | ||||||||||
| Class A | — | $850,000,000 | One Month LIBOR + .13%
|
October 2003 | March 2006 | |||||||
| Class B | — | $75,000,000 | One Month LIBOR + .35%
|
November 2003 | March 2006 | |||||||
| Collateral Interest | — | $75,000,000 | —
|
— | — | |||||||
| 18 | Series 1996-M | 11/26/96 | |
|||||||||
| Class A | — | $425,000,000 | Three Month LIBOR + .13%
|
November 2006 | April 2009 | |||||||
| Class B | — | $37,500,000 | Three Month LIBOR + .35%
|
December 2006 | April 2009 | |||||||
| Collateral Interest | — | $37,500,000 | —
|
— | — | |||||||
| 19 | Series 1997-B | 2/27/97 | |
|||||||||
| Class A | — | $850,000,000 | One Month LIBOR + .16%
|
March 2012 | August 2014 | |||||||
| Class B | — | $75,000,000 | One Month LIBOR + .35%
|
March 2012 | August 2014 | |||||||
| Collateral Interest | — | $75,000,000 | —
|
— | — | |||||||
| 20 | Series 1997-C | 3/26/97 | |
|||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .11%
|
March 2004 | August 2006 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .30%
|
March 2004 | August 2006 | |||||||
| Collateral Interest | — | $56,250,000 | —
|
— | — | |||||||
| 21 | Series 1997-D | 5/22/97 | |
|||||||||
| Class A | — | $387,948,000 | Three Month LIBOR + .05%
|
May 2007 | October 2009 | |||||||
| Class B | — | $34,231,000 | Not to Exceed Three Month LIBOR + .50%
|
May 2007 | October 2009 | |||||||
| Collateral Interest | — | $34,231,000 | —
|
— | — | |||||||
| 22 | Series 1997-E | 5/8/97 | |
|||||||||
| Class A | — | $637,500,000 | Three Month LIBOR + .08%
|
April 2002 | September 2004 | |||||||
| Class B | — | $56,250,000 | Three Month LIBOR + .28%
|
April 2002 | September 2004 | |||||||
| Collateral Interest | — | $56,250,000 | —
|
— | — | |||||||
| 23 | Series 1997-F | 6/18/97 | |
|||||||||
| Class A | — | $600,000,000 | 6.60%
|
June 2002 | November 2004 | |||||||
| Class B | — | $53,000,000 | One Month LIBOR + .29%
|
June 2002 | November 2004 | |||||||
| Collateral Interest | — | $53,000,000 | —
|
— | — | |||||||
| 24 | Series 1997-G | 6/18/97 | |
|||||||||
| Class A | — | $460,000,000 | One Month LIBOR + .15%
|
June 2004 | November 2006 | |||||||
| Class B | — | $40,600,000 | One Month LIBOR + .36%
|
June 2004 | November 2006 | |||||||
| Collateral Interest | — | $40,600,000 | —
|
— | — | |||||||
| 25 | Series 1997-H | 8/6/97 | |
|||||||||
| Class A | — | $507,357,000 | Three Month LIBOR + .07%
|
September 2007 | February 2010 | |||||||
| Class B | — | $44,770,000 | Not to Exceed Three Month LIBOR + .50%
|
September 2007 | February 2010 | |||||||
| Collateral Interest | — | $44,770,000 | —
|
— | — | |||||||
| 26 | Series 1997-I | 8/26/97 | |
|||||||||
| Class A | — | $637,500,000 | 6.55%
|
August 2004 | January 2007 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .31%
|
August 2004 | January 2007 | |||||||
| Collateral Interest | — | $56,250,000 | —
|
— | — | |||||||
| 27 | Series 1997-J | 9/10/97 | |
|||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .12%
|
September 2004 | February 2007 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .30%
|
September 2004 | February 2007 | |||||||
| Collateral Interest | — | $56,250,000 | —
|
— | — | |||||||
| 28 | Series 1997-K | 10/22/97 | |
|||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .12%
|
November 2005 | April 2008 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .32%
|
November 2005 | April 2008 | |||||||
| Collateral Interest | — | $56,250,000 | —
|
— | — | |||||||
| 29 | Series 1997-L | 11/13/97 | |
|||||||||
| Class A | — | $511,000,000 | Three Month LIBOR - .01%
|
November 2002 | April 2005 | |||||||
| Class B | — | $45,100,000 | Not to Exceed Three Month LIBOR + .50%
|
November 2002 | April 2005 | |||||||
| Collateral Interest | — | $45,100,000 | —
|
— | — | |||||||
| 30 | Series 1997-M | 11/6/97 | |
|||||||||
| Class A | — | $637,500,000 | Three Month LIBOR + .11%
|
October 2002 | March 2005 | |||||||
| Class B | — | $56,250,000 | Three Month LIBOR + .27%
|
October 2002 | March 2005 | |||||||
| Collateral Interest | — | $56,250,000 | —
|
— | — |
| # |
Series/Class |
Issuance Date |
Investor Interest |
Certificate Rate |
Scheduled Payment Date |
Termination Date |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31 | Series 1997-O | 12/23/97 | ||||||||||
| Class A | — | $425,000,000 | One Month LIBOR + .17% | December 2007 | May 2010 | |||||||
| Class B | — | $37,500,000 | One Month LIBOR + .35% | December 2007 | May 2010 | |||||||
| Collateral Interest | — | $37,500,000 | — | — | — | |||||||
| 32 | Series 1998-A | 3/18/98 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .11% | March 2003 | August 2005 | |||||||
| Class B | — | $56,250,000 | Not to Exceed One Month LIBOR + .50% | March 2003 | August 2005 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 33 | Series 1998-B | 4/14/98 | ||||||||||
| Class A | — | $550,000,000 | Three Month LIBOR + .09% | April 2008 | September 2010 | |||||||
| Class B | — | $48,530,000 | Not to Exceed Three Month LIBOR + .50% | April 2008 | September 2010 | |||||||
| Collateral Interest | — | $48,530,000 | — | — | — | |||||||
| 34 | Series 1998-C | 6/24/98 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .08% | June 2003 | November 2005 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .25% | June 2003 | November 2005 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 35 | Series 1998-D | 7/30/98 | ||||||||||
| Class A | — | $475,000,000 | 5.80% | July 2003 | December 2005 | |||||||
| Class B | — | $42,000,000 | One Month LIBOR + .25% | July 2003 | December 2005 | |||||||
| Collateral Interest | — | $42,000,000 | — | — | — | |||||||
| 36 | Series 1998-E | 8/11/98 | ||||||||||
| Class A | — | $750,000,000 | Three Month LIBOR + .145% | April 2008 | September 2010 | |||||||
| Class B | — | $66,200,000 | Three Month LIBOR + .33% | April 2008 | September 2010 | |||||||
| Collateral Interest | — | $66,200,000 | — | — | ||||||||
| 37 | Series 1998-F | 8/26/98 | ||||||||||
| Class A | — | $425,000,000 | Three Month LIBOR + .10% | September 2005 | February 2008 | |||||||
| Class B | — | $37,500,000 | Three Month LIBOR + .28% | September 2005 | February 2008 | |||||||
| Collateral Interest | — | $37,500,000 | — | — | — | |||||||
| 38 | Series 1998-G | 9/10/98 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .13% | September 2006 | February 2009 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .40% | September 2006 | February 2009 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 39 | Series 1998-I | 10/22/98 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .26% | October 2001 | October 2003 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .51% | October 2001 | October 2003 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | ||||||||
| 40 | Series 1998-J | 10/29/98 | ||||||||||
| Class A | — | $660,000,000 | 5.25% | September 2003 | February 2006 | |||||||
| Class B | — | $45,000,000 | 5.65% | September 2003 | February 2006 | |||||||
| Collateral Interest | — | $45,000,000 | — | — | — | |||||||
| 41 | Series 1998-K | 11/24/98 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .24% | August 2002 | January 2005 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .49% | August 2002 | January 2005 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 42 | Series 1999-A | 3/25/99 | ||||||||||
| Class A | — | $425,000,000 | One Month LIBOR + .14% | February 2004 | July 2006 | |||||||
| Class B | — | $37,500,000 | One Month LIBOR + .37% | February 2004 | July 2006 | |||||||
| Collateral Interest | — | $37,500,000 | — | |||||||||
| 43 | Series 1999-B | 3/26/99 | ||||||||||
| Class A | — | $637,500,000 | 5.90% | March 2009 | August 2011 | |||||||
| Class B | — | $56,250,000 | 6.20% | March 2009 | August 2011 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 44 | Series 1999-C | 5/18/99 | ||||||||||
| Class A | — | $799,500,000 | Three Month LIBOR + .19% | May 2004 | October 2006 | |||||||
| Class B | — | $70,550,000 | Not to Exceed Three Month LIBOR + .50% | May 2004 | October 2006 | |||||||
| Collateral Interest | — | $70,550,000 | — | — | — |
| # |
Series/Class |
Issuance Date |
Investor Interest |
Certificate Rate |
Scheduled Payment Date |
Termination Date |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 45 | Series 1999-D | 6/3/99 | ||||||||||
| Class A | — | $425,000,000 | One Month LIBOR + .19% | June 2006 | November 2008 | |||||||
| Class B | — | $37,500,000 | 6.50% | June 2006 | November 2008 | |||||||
| Collateral Interest | — | $37,500,000 | — | — | — | |||||||
| 46 | Series 1999-E | 7/7/99 | ||||||||||
| Class A | — | $850,000,000 | One Month LIBOR + .125% | June 2002 | June 2004 | |||||||
| Class B | — | $75,000,000 | One Month LIBOR + .32% | June 2002 | June 2004 | |||||||
| Collateral Interest | — | $75,000,000 | — | — | — | |||||||
| 47 | Series 1999-F | 8/3/99 | ||||||||||
| Class A | — | $509,400,000 | Three Month LIBOR - .125% | August 2004 | January 2007 | |||||||
| Class B | — | $44,950,000 | Not to Exceed Three Month LIBOR + .50% | August 2004 | January 2007 | |||||||
| Collateral Interest | — | $44,950,000 | — | — | — | |||||||
| 48 | Series 1999-G | 7/29/99 | ||||||||||
| Class A | — | $637,500,000 | 6.35% | July 2004 | December 2006 | |||||||
| Class B | — | $56,250,000 | 6.60% | July 2004 | December 2006 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 49 | Series 1999-H | 8/18/99 | ||||||||||
| Class A | — | $850,000,000 | Three Month LIBOR + .21% | April 2004 | September 2006 | |||||||
| Class B | — | $75,000,000 | Three Month LIBOR + .48% | April 2004 | September 2006 | |||||||
| Collateral Interest | — | $75,000,000 | — | — | — | |||||||
| 50 | Series 1999-I | 9/8/99 | ||||||||||
| Class A | — | $637,500,000 | 6.40% | August 2002 | January 2005 | |||||||
| Class B | — | $56,250,000 | 6.70% | August 2002 | January 2005 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 51 | Series 1999-J | 9/23/99 | ||||||||||
| Class A | — | $850,000,000 | 7.00% | September 2009 | February 2012 | |||||||
| Class B | — | $75,000,000 | 7.40% | September 2009 | February 2012 | |||||||
| Collateral Interest | — | $75,000,000 | — | — | — | |||||||
| 52 | Series 1999-K | 10/27/99 | ||||||||||
| Class A | — | $2,300,000,000 | — | October 2002 | March 2005 | |||||||
| Collateral Interest | — | $200,000,000 | — | — | — | |||||||
| 53 | Series 1999-L | 11/5/99 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .25% | October 2006 | March 2009 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .53% | October 2006 | March 2009 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 54 | Series 1999-M | 12/1/99 | ||||||||||
| Class A | — | $425,000,000 | 6.60% | November 2004 | April 2007 | |||||||
| Class B | — | $37,500,000 | 6.80% | November 2004 | April 2007 | |||||||
| Collateral Interest | — | $37,500,000 | — | — | — | |||||||
| 55 | Series 2000-A | 3/8/00 | ||||||||||
| Class A | — | $637,500,000 | 7.35% | February 2005 | July 2007 | |||||||
| Class B | — | $56,250,000 | 7.55% | February 2005 | July 2007 | |||||||
| Collateral interest | — | $56,250,000 | — | — | — | |||||||
| 56 | Series 2000-B | 3/28/00 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .115% | February 2003 | July 2005 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .30% | February 2003 | July 2005 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 57 | Series 2000-C | 4/13/00 | ||||||||||
| Class A | — | $1,275,000,000 | One Month LIBOR + .16% | February 2005 | July 2007 | |||||||
| Class B | — | $112,500,000 | One Month LIBOR + .375% | February 2005 | July 2007 | |||||||
| Collateral Interest | — | $112,500,000 | — | — | — | |||||||
| 58 | Series 2000-D | 5/11/00 | ||||||||||
| Class A | — | $722,500,000 | One Month LIBOR + .20% | April 2007 | September 2009 | |||||||
| Class B | — | $63,750,000 | One Month LIBOR + .43% | April 2007 | September 2009 | |||||||
| Collateral Interest | — | $63,750,000 | — | — | — | |||||||
| 59 | Series 2000-E | 6/1/00 | ||||||||||
| Class A | — | $500,000,000 | 7.80% | May 2010 | October 2012 | |||||||
| Class B | — | $45,000,000 | 8.15% | May 2010 | October 2012 | |||||||
| Collateral Interest | — | $45,000,000 | — | — | — | |||||||
| 60 | Series 2000-F | 6/23/00 | ||||||||||
| Class A | — | $750,000,000 | Three Month LIBOR + .125% | June 2005 | November 2007 | |||||||
| Class B | — | $66,200,000 | Three Month LIBOR + .35% | June 2005 | November 2007 | |||||||
| Collateral Interest | — | $66,200,000 | — | — | — |
| # |
Series/Class |
Issuance Date |
Investor Interest |
Certificate Rate |
Scheduled Payment Date |
Termination Date |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 61 | Series 2000-G | 7/20/00 | ||||||||||
| Class A | — | $637,500,000 | Three Month LIBOR + .13% | July 2005 | December 2007 | |||||||
| Class B | — | $56,250,000 | Three Month LIBOR + .40% | July 2005 | December 2007 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 62 | Series 2000-H | 8/23/00 | ||||||||||
| Class A | — | $595,000,000 | One Month LIBOR + .25% | August 2010 | January 2013 | |||||||
| Class B | — | $52,500,000 | One Month LIBOR + .60% | August 2010 | January 2013 | |||||||
| Collateral Interest | — | $52,500,000 | — | — | — | |||||||
| 63 | Series 2000-I | 9/8/00 | ||||||||||
| Class A | — | $850,000,000 | 6.90% | August 2005 | January 2008 | |||||||
| Class B | — | $75,000,000 | 7.15% | August 2005 | January 2008 | |||||||
| Collateral Interest | — | $75,000,000 | — | — | — | |||||||
| 64 | Series 2000-J | 10/12/00 | ||||||||||
| Class A Swiss Francs | — | CHF 1,000,000,000 | 4.125% | |||||||||
| Class A | — | $568,990,043 | Three Month LIBOR + .21% | October 17, 2007 | March 17, 2010 | |||||||
| Class B | — | $50,250,000 | One Month LIBOR + .44% | October 2007 | March 17, 2010 | |||||||
| Collateral Interest | — | $50,250,000 | — | — | — | |||||||
| 65 | Series 2000-K | 11/21/00 | ||||||||||
| Class A | — | $637,500,000 | Three Month LIBOR + .11% | October 2005 | March 2008 | |||||||
| Class B | — | $56,250,000 | Three Month LIBOR + .375% | October 2005 | March 2008 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 66 | Series 2000-L | 12/13/00 | ||||||||||
| Class A | — | $425,000,000 | 6.50% | November 2007 | April 2010 | |||||||
| Class B | — | $37,500,000 | One Month LIBOR + .50% | November 2007 | April 2010 | |||||||
| Collateral Interest | — | $37,500,000 | — | — | — | |||||||
| 67 | Series 2000-Z | 3/30/00 | ||||||||||
| Class A | — | $0 | Commercial Paper Index | — | — | |||||||
| Class B | — | $0 | Commercial Paper Index | — | — | |||||||
| Collateral Interest | — | — | — | — | — | |||||||
| 68 | Series 2001-A | 2/20/01 | ||||||||||
| Class A | — | $1,062,500,000 | One Month LIBOR + .15% | February 2006 | July 2008 | |||||||
| Class B | — | $93,750,000 | One Month LIBOR + .45% | February 2006 | July 2008 | |||||||
| Collateral Interest | — | $93,750,000 | — | — | — | |||||||
| 69 | Series 2001-B | 3/8/01 | ||||||||||
| Class A | — | $637,500,000 | One Month LIBOR + .26% | March 2011 | August 2013 | |||||||
| Class B | — | $56,250,000 | One Month LIBOR + .60% | March 2011 | August 2013 | |||||||
| Collateral Interest | — | $56,250,000 | — | — | — | |||||||
| 70 | Series 2001-C | 4/25/01 | ||||||||||
| Class A | — | $675,000,000 | Three Month LIBOR - .125% | April 2011 | September 2013 | |||||||
| Class B | — | $60,000,000 | One Month LIBOR + .62% | April 2011 | September 2013 | |||||||
| Collateral Interest | — | $60,000,000 | — | — | — |
| You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to provide you with different information.
|
| We are not offering the notes in any state where the offer is not permitted.
|
| We do not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus as of any
date other than the dates stated on their respective covers.
|
| Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the notes and with respect to
their unsold allotments or subscriptions. In addition, until the date which is 90 days after the date of this prospectus supplement, all dealers selling the notes will deliver a prospectus supplement and prospectus.
|
| This document is printed entirely on recycled paper. | ||
| [Recycle Logo Appears Here]
|