EXHIBIT 10.4
EXECUTION COPY
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ADMINISTRATION AGREEMENT
among
CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2003-1,
as Issuer,
CAPITAL ONE AUTO FINANCE, INC.,
as Administrator
and
JP MORGAN CHASE BANK,
as Indenture Trustee
Dated as of March 27, 2003
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TABLE OF CONTENTS
Page
1. Duties of the Administrator ............................................. 1
2. Records ................................................................. 3
3. Compensation; Payment of Fees and Expenses .............................. 3
4. Independence of the Administrator ....................................... 3
5. No Joint Venture ........................................................ 3
6. Other Activities of the Administrator ................................... 3
7. Representations and Warranties of the Administrator ..................... 3
8. Administrator Termination Events; Termination of the Administrator ...... 4
9. Action upon Termination or Removal ...................................... 6
10. Liens .................................................................. 6
11. Notices ................................................................ 6
13. Governing Law; Submission to Jurisdiction .............................. 8
14. Headings ............................................................... 9
15. Counterparts ........................................................... 9
16. Severability of Provisions ............................................. 9
17. Not Applicable to COAF in Other Capacities ............................. 9
18. Benefits of the Administration Agreement ............................... 10
19. Assignment ............................................................. 10
-i-
THIS ADMINISTRATION AGREEMENT (this "Agreement") dated as of March 27,
2003, is between Capital One prime Auto receivables Trust 2003-1, a Delaware
statutory trust (the "Issuer"), Capital One Auto Finance, Inc., a Texas
corporation, as administrator ("COAF" or the "Administrator"), and JPMorgan
Chase Bank, a national banking association, as indenture trustee (the "Indenture
Trustee"). Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned such terms in Appendix A to the Sale and Servicing
Agreement dated as of March 27, 2003 (the "Sale and Servicing Agreement") by and
among Capital One Auto Receivables, LLC, as seller, the Issuer, the
Administrator, as servicer, and the Indenture Trustee.
W I T N E S S E T H :
WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and
the Certificate pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including, (i) the Sale and Servicing
Agreement, (ii) the Indenture, (iii) the Note Depository Agreement, (iv) the
Limited Guaranty and (v) the Trust Agreement (each of the agreements referred to
in clauses (i) through (v) are referred to herein collectively as the "Issuer
Documents");
WHEREAS, to secure payment of the Notes, the Issuer has pledged the
Collateral to the Indenture Trustee pursuant to the Indenture;
WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner
Trustee are required to perform certain duties;
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
(in its capacity as Owner Trustee), and to provide such additional services
consistent with this Agreement and the Issuer Documents as the Issuer may from
time to time request;
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Duties of the Administrator.
(a) Duties with Respect to the Issuer Documents. The
Administrator shall perform all of its duties as Administrator under
this Agreement and the Issuer Documents and the duties and obligations
of the Issuer and the Owner Trustee (in its capacity as owner trustee)
under the Issuer Documents; provided, however, except as otherwise
provided in the Issuer Documents, that the Administrator shall have no
obligation to make any payment required to be made by the Issuer under
any Issuer Document. In addition, the Administrator shall consult with
the Issuer and the Owner Trustee regarding its duties and obligations
under the Issuer Documents. The Administrator shall monitor
the performance of the Issuer and the Owner Trustee and shall advise
the Issuer and the Owner Trustee when action is necessary to comply
with the Issuer's and the Owner Trustee's duties and obligations under
the Issuer Documents. The Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or shall
cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions as
it shall be the duty of the Issuer and the Owner Trustee (in its
capacity as owner trustee) to prepare, file or deliver pursuant to the
Issuer Documents. In furtherance of the foregoing, the Administrator
shall take all appropriate action that is the duty of the Issuer and
the Owner Trustee (in its capacity as owner trustee) to take pursuant
to the Issuer Documents, and shall prepare and execute on behalf of the
Issuer all such documents, reports, filings, instruments, certificates
and opinions as it shall be the duty of the Issuer to prepare, file or
deliver pursuant to the Issuer Documents or otherwise by law.
(b) Notwithstanding anything to the contrary in the Agreement,
the Administrator shall not be obligated to, and shall not, take any
action that the Issuer directs the Administrator not to take nor which
would result in a violation or breach of the Issuer's covenants,
agreements or obligations under any of the Issuer Documents.
(c) Non-Ministerial Matters; Exceptions to Administrator Duties.
(i) Notwithstanding anything to the contrary in this
Agreement, with respect to matters that in the reasonable judgment
of the Administrator are non-ministerial, the Administrator shall
not take any action unless, within a reasonable time before the
taking of such action, the Administrator shall have notified the
Issuer of the proposed action and the Issuer shall not have
withheld consent or provided an alternative direction. For the
purpose of the preceding sentence, "non-ministerial matters" shall
include, without limitation:
(A) the initiation of any claim or lawsuit by the Issuer
and the compromise of any action, claim or lawsuit brought by or
against the Issuer;
(B) the appointment of successor Note Registrars,
successor Paying Agents, successor Indenture Trustees, successor
Administrators or successor Servicers, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(C) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall
not, (x) make any payments to the Noteholders under the
Transaction Documents, (y) except as provided in the Transaction
Documents, sell the Trust Estate or (z) take any other action that
the Issuer or the Issuer directs the Administrator not to take on
its behalf.
2. Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be
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accessible for inspection by the Issuer, the Seller and the Indenture Trustee at
any time during normal business hours.
3. Compensation; Payment of Fees and Expenses. As compensation for the
performance of the Administrator's obligations under this Agreement and as
reimbursement for its expenses related thereto, the Administrator shall be
entitled to receive $2,500 annually which shall be solely an obligation of the
Servicer. The Administrator shall pay all expenses incurred by it in connection
with its activities hereunder.
4. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by the Issuer, the Administrator shall have no authority to act for
or to represent the Issuer in any way (other than as permitted hereunder) and
shall not otherwise be deemed an agent of the Issuer.
5. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and the Issuer as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
6. Other Activities of the Administrator. Nothing herein shall prevent
the Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an Administrator for any
other Person even though such Person may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee.
7. Representations and Warranties of the Administrator. The
Administrator represents and warrants to the Issuer, the Owner Trustee and the
Indenture Trustee as follows:
(a) Existence and Power. The Administrator is a corporation
validly existing and in good standing under the laws of its state of
organization and has, in all material respects, full power and authority
to own its assets and operate its business as presently owned or
operated, and to execute, deliver and perform its obligations under the
Transaction Documents to which it is a party or affect the enforceability
or collectibility of the Receivables or any other part of the Collateral.
The Administrator has obtained all necessary licenses and approvals in
each jurisdiction where the failure to do so would materially and
adversely affect the ability of the Administrator to perform its
obligations under the Transaction Documents or affect the enforceability
or collectibility of the Receivables or any other part of the Collateral.
(b) Authorization and No Contravention. The execution, delivery
and performance by the Administrator of the Transaction Documents to
which it is a party have been duly authorized by all necessary action on
the part of the Administrator and do not contravene or constitute a
default under (i) any applicable law, rule or regulation, (ii) its
organizational documents or (iii) any material indenture or material
agreement or
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instrument to which the Administrator is a party by which its
properties are bound (other than violations of such laws, rules,
regulations, indentures or agreements which do not affect the legality,
validity or enforceability of any of such agreements and which,
individually or in the aggregate, would not materially and adversely
affect the transactions contemplated by, or the Administrator's ability
to perform its obligations under, the Transaction Documents)
(c) No Consent Required. No approval or authorization by, or
filing with, any Governmental Authority is required in connection with
the execution, delivery and performance by the Administrator of any
Transaction Document other than (i) UCC filings, (ii) approvals and
authorizations that have previously been obtained and filings that have
previously been made and (iii) approval, authorizations or filings
which, if not obtained or made, would not have a material adverse
effect on the enforceability or collectibility of the Receivables or
any other part of the Collateral or would materially and adversely
affect the ability of the Administrator to perform its obligations
under the Transaction Documents.
(d) Binding Effect. Each Transaction Document to which the
Administrator is a party constitutes the legal, valid and binding
obligation of the Administrator enforceable against the Administrator
in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, receivership, conservatorship or other similar laws
affecting the enforcement of creditors' rights generally and, if
applicable, the rights of creditors of limited liability companies from
time to time in effect or by general principles of equity.
8. Administrator Termination Events; Termination of the
Administrator.
(a) Subject to clauses (d) and (e) below, the Administrator may
resign its duties hereunder by providing the Issuer with at least sixty
(60) days' prior written notice.
(b) Subject to clauses (d) and (e) below, the Issuer may remove
the Administrator without cause by providing the Administrator with at
least sixty (60) days' prior written notice.
(c) The occurrence of any one of the following events (each, an
"Administrator Termination Event") shall also entitle the Issuer,
subject to Section 19 hereof, to terminate and replace the
Administrator:
(i) any failure by the Administrator to deliver or cause
to be delivered any required payment to the Indenture Trustee for
distribution to the Noteholders, which failure continues
unremedied for five business days after discovery thereof by a
Responsible Officer of the Administrator or receipt by the
Administrator of written notice thereof from the Indenture Trustee
or Noteholders evidencing at least a 25% of Outstanding Notes,
voting together as a single class;
(ii) any failure by the Administrator to duly observe or
perform in any material respect any other of its covenants or
agreements in this Agreement, which failure materially and
adversely affects the rights of the Issuer or the
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Noteholders, and which continues unremedied for 90 days after
discovery thereof by a Responsible Officer of the Administrator or
receipt by the Administrator of written notice thereof from the
Indenture Trustee or Noteholders evidencing at least 25% of
Outstanding Notes, voting together as a single class;
(iii) any representation or warranty of the Administrator
made in any Transaction Document to which the Administrator is a
party or by which it is bound or any certificate delivered
pursuant to this Agreement proves to have been incorrect in any
material respect when made, which failure materially and adversely
affects the rights of the Issuer or the Noteholders, and which
failure continues unremedied for 30 days after discovery thereof
by a Responsible Officer of the Administrator or receipt by the
Administrator of written notice thereof from the Indenture Trustee
or Noteholders evidencing at least 25% of Outstanding Notes,
voting together as a single class (it being understood that any
repurchase of a Receivable by COAF pursuant to Section 3.3 of the
Purchase Agreement, by the Seller pursuant to Section 2.3 of the
Sale and Servicing Agreement or by the Administrator pursuant to
Section 3.6 of the Sale and Servicing Agreement shall be deemed to
remedy any incorrect representation or warranty with respect to
such Receivable); or
(d) the Administrator suffers a Bankruptcy Event.
(e) If an Administrator Termination Event shall have occurred,
the Issuer may, subject to Section 19 hereof, by notice given to the
Administrator and the Owner Trustee, terminate all or a portion of the
rights and powers of the Administrator under this Agreement, including
the rights of the Administrator to receive the annual fee for services
hereunder for all periods following such termination; provided, however
that such termination shall not become effective until such time as the
Issuer, subject to Section 19 hereof, shall have appointed a successor
Administrator in the manner set forth below. Upon any such termination,
all rights, powers, duties and responsibilities of the Administrator
under this Agreement shall vest in and be assumed by any successor
Administrator appointed by the Issuer, subject to Section 19 hereof,
pursuant to a management agreement between the Issuer and such
successor Administrator, containing substantially the same provisions
as this Agreement (including with respect to the compensation of such
successor Administrator), and the successor Administrator is hereby
irrevocably authorized and empowered to execute and deliver, on behalf
of the Administrator, as attorney-in-fact or otherwise, all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect such vesting and assumption.
Further, in such event, the Administrator shall use its commercially
reasonable efforts to effect the orderly and efficient transfer of the
administration of the Issuer to the new Administrator.
(f) The Issuer, subject to Section 19 hereof, may waive in
writing any Administrator Termination Event by the Administrator in the
performance of its obligations hereunder and its consequences. Upon any
such waiver of a past Administrator Termination Event, such
Administrator Termination Event shall cease to exist, and any
Administrator Termination Event arising therefrom shall be deemed to
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have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other Administrator Termination Event or
impair any right consequent thereon.
9. Action upon Termination or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8, or the removal of the
Administrator pursuant to Section 8, the Administrator shall be entitled to be
paid by the Servicer all fees and reimbursable expenses accruing to it to the
date of such termination or removal.
10. Liens. The Administrator will not directly or indirectly create, allow
or suffer to exist any Lien on the Collateral other than Permitted Liens.
11. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Administrator, to:
Capital One Auto Finance, Inc.
1680 Capital One Drive
McLean, Virginia 22102
Attention: Manager of Securitization
Telephone: (703) 720-1000
Facsimile: (703) 720-2121
with a copy to:
Mayer, Brown, Rowe & Maw
190 South LaSalle Street
Chicago, IL 60603
Attention: Stuart M. Litwin
Facsimile: (312) 701-7711
Confirmation No.: (312) 701-7373
(b) if to the Issuer, to:
Capital One Prime Auto Receivables Trust 2003-1
1680 Capital One Drive
McLean, Virginia 22102
Attention: Manager of Securitization
Telephone: (703) 720-1000
Facsimile: (703) 720-2121
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with a copy to:
Mayer, Brown, Rowe & Maw
190 South LaSalle Street
Chicago, IL 60603
Attention: Stuart M. Litwin
Facsimile: (312) 701-7711
Confirmation No.: (312) 701-7373
with a copy to:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Jeanne Oller
Telephone: (302) 636-6188
Facsimile: (302) 636-4140
(c) if to the Owner Trustee, to:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Don MacKelcan
Telephone: (302) 651-1464
Facsimile: (302) 651-427-4749
(d) if to the Indenture Trustee, to:
JPMorgan Chase Bank
4 New York Plaza, 6/th/ Floor
New York, New York 10004-2413
Attention: Structured Finance Administration - Capital One
Prime Auto Receivables Trust 2003-1
Telephone: (212) 623-5379
Facsimile: (212) 623-5932
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid or hand-delivered to
the address of such party as provided above.
12. Amendments.
(a) Any term or provision of this Agreement may be amended by the
Administrator without the consent of the Indenture Trustee, any Noteholder,
the Issuer or
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the Owner Trustee (subject to Section 12(e) below); provided that such
amendment shall not, as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee materially and adversely affect the interests of the
Noteholders.
(b) Any term or provision of this Agreement may be amended by the
Administrator but without the consent of the Indenture Trustee, any
Noteholder, the Issuer, the Owner Trustee (subject to Section 12(e) below)
or any other Person to add, modify or eliminate any provisions as may be
necessary or advisable in order to enable the Seller, the Servicer or any
of their Affiliates to comply with or obtain more favorable treatment under
any law or regulation or any accounting rule or principle, it being a
condition to any such amendment that the Rating Agency Condition shall have
been satisfied.
(c) This Agreement may also be amended from time to time by the
Issuer, the Administrator and the Indenture Trustee, with the consent of
the Holders of Notes evidencing not less than a majority of the aggregate
principal amount of the Outstanding Notes, voting as a single class, for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders. It will not be necessary for the
consent of Noteholders to approve the particular form of any proposed
amendment or consent, but it will be sufficient if such consent approves
the substance thereof. The manner of obtaining such consents (and any other
consents of Noteholders provided for in this Agreement) and of evidencing
the authorization of the execution thereof by Noteholders will be subject
to such reasonable requirements as the Indenture Trustee may prescribe,
including the establishment of record dates pursuant to the Note Depository
Agreement.
(d) Prior to the execution of any such amendment, the Administrator
shall provide written notification of the substance of such amendment to
each Rating Agency and the Owner Trustee; and promptly after the execution
of any such amendment or consent, the Administrator shall furnish a copy of
such amendment or consent to each Rating Agency, the Owner Trustee and the
Indenture Trustee.
(e) Prior to the execution of any amendment to this Agreement, the
Issuer, the Owner Trustee and the Indenture Trustee shall be entitled to
receive and conclusively rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement
and that all conditions precedent to the execution and delivery of such
amendment have been satisfied. The Owner Trustee and the Indenture Trustee
may, but shall not be obligated to, enter into any such amendment which
adversely affects the Owner Trustee's or the Indenture Trustee's, as
applicable, own rights, duties or immunities under this Agreement.
Furthermore, notwithstanding anything to the contrary herein, this
Agreement may not be amended in any way that would adversely affect the
Owner Trustee's rights, duties or obligations under this Agreement, the
Transaction Documents or otherwise or the Administrator's duties and
obligations under Section 1 of this Agreement, without the prior written
consent of the Owner Trustee.
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13. Governing Law; Submission to Jurisdiction.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(b) Each of the parties hereto hereby irrevocably and
unconditionally:
(i) submits for itself and its property in any legal action or
proceeding relating to this Agreement or any documents executed and
delivered in connection herewith, or for recognition and enforcement
of any judgment in respect thereof, to the nonexclusive general
jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and
appellate courts from any thereof;
(ii) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address determined in accordance with
Section 11 of this Agreement; and
(iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction.
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14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
16. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
17. Not Applicable to COAF in Other Capacities. Nothing in this Agreement
shall affect any obligation COAF may have in any other capacity.
18. Benefits of the Administration Agreement. Nothing in this Agreement,
expressed or implied, shall give to any Person other than the parties hereto and
their successors hereunder, the Owner Trustee, any separate trustee or
co-trustee appointed under Section 7.13 of the Indenture and the Noteholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement. For the avoidance of doubt, the Owner Trustee is a third party
beneficiary of this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
19. Assignment. Each party hereto hereby acknowledges and consents to the
mortgage, pledge, assignment and grant of a security interest by the Issuer to
the Indenture Trustee pursuant to the Indenture for the benefit of the
Noteholders of all of the Issuer's rights under this Agreement. In addition, the
Administrator hereby acknowledges and agrees that for so long as any Notes are
outstanding, the Indenture Trustee will have the right to exercise all waivers
and consents, rights, remedies, powers, privileges and claims of the Issuer
under this Agreement.
20. Nonpetition Covenant. Each party hereto agrees that, prior to the date
which is one year and one day after payment in full of all obligations of each
Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy
Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against such Bankruptcy Remote Party, or to make a
general assignment for the benefit of, its creditors generally, any party hereto
or any other creditor of such Bankruptcy Remote Party, and (ii) none of the
parties hereto shall commence or join with any other Person in commencing any
proceeding against such Bankruptcy Remote Party under any bankruptcy,
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reorganization, liquidation or insolvency law or statute now or hereafter in
effect in any jurisdiction.
21. Limitation of Liability. Notwithstanding anything contained herein to
the contrary, this Agreement has been executed and delivered by Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee, and in no
event shall it have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or under the
Notes or any of the other Transaction Documents or in any of the certificates,
notices or agreements delivered pursuant thereto, as to all of which recourse
shall be had solely to the assets of the Issuer. Under no circumstances shall
the Owner Trustee be personally liable for the payment of any indebtedness or
expense of the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaken by the Issuer under the
Transaction Documents. For the purposes of this Agreement, in the performance of
its duties or obligations hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
CAPITAL ONE PRIME AUTO RECEIVABLES
TRUST 2003-1
By: Wilmington Trust Company, not in
its individual capacity but solely as
Owner Trustee
By: /s/ Kathleen A. Pedelini
-------------------------------------
Name: Kathleen A. Pedelini
Title: Financial Services Officer
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CAPITAL ONE AUTO FINANCE, INC., as
Administrator
By: /s/ Jeffery A. Elswick
-------------------------------------
Name: Jeffery A. Elswick
Title: Manager of Securitization
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JPMORGAN CHASE BANK, as Indenture Trustee
By: /s/ Patricia M.F. Russo
-------------------------------------
Name: Patricia M.F. Russo
Title: Vice President
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Joinder of Servicer:
CAPITAL ONE AUTO FINANCE, INC., as Servicer, joins in this Agreement solely for
purposes of Section 3.
CAPITAL ONE AUTO FINANCE, INC., as
Servicer
By: /s/ Jeffery A. Elswick
-------------------------------------
Name: Jeffery A. Elswick
Title: Manager of Securitization
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