Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
€750 Million Issuance under Euro Medium Term Note Programme
On August 16, 2005, MBNA Europe Funding plc issued €750 million Euro Medium Term Notes (the “Notes”) pursuant to its €6,000,000,000 Euro Medium Term Note Programme. The Notes are unsecured obligations of MBNA Europe Funding plc and are unconditionally and irrevocably guaranteed in respect to all payments by MBNA America Bank, N.A. (“MBNA America”). The Notes pay a floating annual rate of 3 month Euribor plus 0.10% and will mature on August 16, 2007. The Notes were underwritten by ABN AMRO Bank N.V. and Lehman Brothers International (Europe), as lead managers for a purchase price of 99.921 percent of the principal amount. The Notes may be accelerated following an Event of Default (as defined in the Trust Deed referred to below) applicable to the Notes, such as non-payment of principal or interest or MBNA Europe Funding plc’s or MBNA America’s default on other indebtedness above a specified amount or their failure to comply with the terms of the Trust Deed.
The Notes were issued pursuant to the terms of the Fifth Supplemental Trust Deed, dated September 24, 2004, by and among MBNA America, MBNA Europe Funding plc, and Deutsche Trustee Company Limited (formerly called Bankers Trustee Company Limited), which is filed as Exhibit 4 to MBNA Corporation’s Current Report on Form 8-K filed on September 30, 2004.
For additional discussion of the Euro Medium Term Note Programme, see “Note 19: Long-Term Debt and Bank Notes - Euro Medium-Term Notes” on pages 97-98 of the 2004 Annual Report to Stockholders, which is incorporated herein by reference.
MBNA America is MBNA Corporation’s principal subsidiary and the parent of MBNA Europe Bank Limited (“MBNA Europe”). MBNA Europe is the parent of MBNA Europe Funding plc. On June 30, 2005 MBNA Corporation and Bank of America Corporation announced they had signed an agreement and plan of merger, as described in MBNA Corporation’s Current Report on Form 8-K as filed with the SEC on July 6, 2005.