Published on May 14, 1996
EXECUTION COPY Exhibit 4.14
FIRST AMENDMENT
TO THE
SERIES 1995-F SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-F SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-F Supplement to the Pooling and
Servicing Agreement, dated as of August 30, 1995 (as amended from time
to time, the "Series 1995-F Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-F Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum
and (b) if the Seller or The Bank of New York is no longer the
Servicer, 2.0% per annum.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-F Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)