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SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as
of April 10, 1996, is entered into by and between MBNA Corporation, a Maryland
corporation (the "Company") and Bank of America National Trust and Savings
Association (the "Bank").
RECITALS
A. The Company and the Bank are parties to a Credit Agreement dated as
of April 13, 1994 and amended by a First Amendment to Credit Agreement dated as
of April 7, 1995 between the Company and the Bank (as in effect as of the
opening of business on the date of this Amendment, the "Credit Agreement")
pursuant to which the Bank has extended a credit facility to the Company.
B. The Company has requested that the Bank agree to certain amendments
of the Credit Agreement.
C. The Bank is willing to amend the Credit Agreement subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement. From and after the Effective Date of
this Amendment:
(a) Section 1.01 of the Credit Agreement is amended as
follows:
(i) The definition of "Termination Date" is amended
in its entirety to provide:
"Termination date" means the earlier to occur of
(a) April 8, 1997 (or the later date agreed to between the
Bank and the Company as specified in Section 2.01(B)); and
(b) the date on which the Commitment shall terminate in
accordance with the provisions of this Agreement.
(b) The first sentence of Section 2.01(b) of the Credit
Agreement is amended in its entirety to provide as follows:
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"The Company may, during the period commencing on the forty-fifth day
prior to the then current Termination Date and ending on the thirtieth
day prior to the then current Termination Date, request the Bank in
writing for an extension of the Termination Date to a date which is not
later than 364 days after the then current Termination Date."
(c) Section 2.09(b) of the Credit Agreement is amended by
deleting "0.1250%" in the second line of the subsection and replacing it with
"0.1000%".
(d) The first six lines of Section 5.05 of the Credit
Agreement is amended to provide as follows:
5.05 Litigation. Except as specifically disclosed in the
Company's 1995 Form 10-K dated as of March 22, 1996, to the best
knowledge of the Company there are no actions, suits, proceedings,
claims or disputes pending, or threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, against
the Company, or its Subsidiaries or any of their respective Properties
which:
(e) Section 5.10 of the Credit Agreement is amended by
replacing the date "December 31, 1994" which appears in subsections (a) and (b)
of Section 5.10 with the date "December 31, 1995".
(f) Section 7.06 of the Credit Agreement is amended in its
entirety to provide:
7.06 Consolidated Tangible Net Worth. The Company shall not
permit its consolidated Tangible Net Worth at any time during any
fiscal quarter to be less than $775,000,000.
3. Representations and Warranties. The Company hereby represents and
warrants to the Bank as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligations
of the Company, enforceable against it in accordance with its respective terms,
without defense, counterclaim or offset.
(c)
1 After giving effect to this Amendment all representations
and warranties of the Company contained in the Credit Agreement are true and
correct in all material respects.
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2 The Company is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon the Bank or
any other Person.
1 Effective Date. This Amendment will become effective as of April 9,
1996 (the "Effective Date"), provided that each of the following conditions
precedent are satisfied on or before April 10, 1996:
1 The Bank has received from the Company a duly executed
original (or, if elected by the Bank, an executed facsimile copy) of this
Amendment.
2 The Bank has received from the Company a copy of a
resolution passed by the board of directors of the Company, certified by the
Secretary or an Assistant Secretary of the Company as being in full force and
effect on the date hereof, authorizing the execution, delivery and performance
of this Amendment.
2 Reservation of Rights. The Company acknowledges and agrees that the
execution and delivery by the Bank of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Bank to forbear or execute
similar amendments under the same or similar circumstances in the future.
3 Miscellaneous.
1 Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein to such Credit Agreement shall henceforth refer to
the Credit Agreement as amended by this Amendment. This Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.
2 This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.
3 This Amendment shall be governed by and construed in
accordance with the law of the State of California.
4 This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Bank of a facsimile transmitted document purportedly bearing
the signature of the Company shall bind the Company with the same force and
effect as the delivery
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of a hard copy original. Any failure by the Bank to receive the hard copy
executed original of such document shall not diminish the binding effect of
receipt of the facsimile transmitted executed original of such document which
hard copy page was not received by the Bank.
5 This Amendment may not be amended except in accordance with
the provisions of Section 9.01(a) of the Credit Agreement.
6 If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
MBNA CORPORATION BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: By:
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Name: Vernon H.C. Wright Name: Charlene A. Davidson
Title: Executive Vice Title: Managing Director
President
By:
--------------------------
Name:
Title:
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THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
February 27, 1997 is entered into by and between MBNA Corporation, a Maryland
corporation (the "Company") and Bank of America National Trust and Savings
Association (the "Bank").
RECITALS
A. The Company and the Bank are parties to a Credit Agreement dated as
of April 13, 1994 and amended by a First Amendment to Credit Agreement dated as
of April 7, 1995 and a Second Amendment to Credit Agreement dated as of April
10, 1996, in each case between the Company and the Bank (as in effect as of the
opening of business on the date of this Amendment, the "Credit Agreement")
pursuant to which the Bank has extended a credit facility to the Company.
B. The Company has requested that the Bank agree to an extension of the
"Termination Date", as defined in the Credit Agreement.
C. The Bank is willing to extend the Termination Date subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement. From and after the Effective Date of
this Amendment:
(a) Section 1.01 of the Credit Agreement is amended by
amending the definition of "Termination Date" in its entirety to provide:
"Termination Date" means the earlier to occur of
(a) March 2, 1998 (or the later date agreed to between the
Bank and the Company as specified in Section 2.01(b)); and
(b) the date on which the Commitment shall terminate in
accordance with the provisions of this Agreement.
3. Representations and Warranties. The Company hereby represents and
warrants to the Bank as follows:
(a) No Default or Event of Default has occurred and is
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continuing.
(b) The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and
binding obligations of the Company, enforceable against it in accordance with
its respective terms, without defense, counterclaim or offset.
(c) After giving effect to this Amendment all representations
and warranties of the Company contained in the Credit Agreement are true and
correct in all material respects.
(d) The Company is entering into this Amendment on the basis
of its own investigation and for its own reasons, without reliance upon the Bank
or any other Person.
4. Effective Date. This Amendment will become effective as of March 3,
1997 (the "Effective Date"), provided that each of the following conditions
precedent are satisfied on or before March 3, 1997:
(a) The Bank has received from the Company a duly executed
original (or, if elected by the Bank, an executed facsimile copy) of this
Amendment.
(b) The Bank has received from the Company a copy of a
resolution passed by the board of directors of the Company, certified by the
Secretary or an Assistant Secretary of the Company as being in full force and
effect on the date hereof, authorizing the execution, delivery and performance
of this Amendment.
5. Reservation of Rights. The Company acknowledges and agrees that the
execution and delivery by the Bank of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Bank to forbear or execute
similar amendments under the same or similar circumstances in the future.
6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants
and provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment shall
be deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.
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(c) This Amendment shall be governed by and construed in
accordance with the law of the State of California.
(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Bank of a facsimile transmitted document purportedly bearing
the signature of the Company shall bind the Company with the same force and
effect as the delivery of a hard copy original. Any failure by the Bank to
receive the hard copy executed original of such document shall not diminish the
binding effect of receipt of the facsimile transmitted executed original of such
document which hard copy page was not received by the Bank.
(e) This Amendment may not be amended except in accordance
with the provisions of Section 9.01(a) of the Credit Agreement.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
MBNA CORPORATION BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: By:
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Name: Vernon H.C. Wright Name: Kurt A. Cardoza
Title: Senior Executive Vice Title: Vice President
President