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EXHIBIT 4.4
EXECUTION COPY
SERIES 1996-3 SUPPLEMENT, dated as of
December 18, 1996 (the "Supplement"), between CAPITAL
ONE BANK, a Virginia banking corporation, as Seller
and Servicer, and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of
September 30, 1993 (as amended and supplemented, the "Agreement"), among the
Seller, the Servicer and the Trustee, the Seller has created the Capital One
Master Trust (the "Trust"). Section 6.03 of the Agreement provides that the
Seller may from time to time direct the Trustee to authenticate one or more new
Series of Investor Certificates representing fractional undivided interests in
the Trust. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.
This term sheet, by and among the Seller, the Servicer and the
Trustee (the "Term Sheet"), together with the December 18, 1996 Standard
Definitions and Provisions Annex attached hereto (the "Annex") constitute the
Supplement. A copy of the Annex is maintained by the Trustee and the Servicer.
The definitions and provisions contained in the Annex are incorporated by
reference in this Supplement, except to the extent specifically modified in the
Term Sheet. In the event that any term or provision contained in the
Supplement shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Supplement shall
govern.
Pursuant to this Supplement, the Seller and the Trustee hereby
create a Series of Investor Certificates to be issued pursuant to the Agreement
and this Supplement to be known as "Capital One Master Trust, Series 1996-3".
The Series 1996-3 Certificates shall be issued in two Classes, the first of
which shall be known as the "Floating Rate Class A Asset Backed Certificates,
Series 1996-3" and the second of which shall be known as the "Floating Rate
Class B Asset Backed Certificates, Series 1996-3". In addition, there is
hereby created a third Class of uncertificated interests in the Trust which,
except as expressly provided herein, shall be deemed to be "Investor
Certificates" for all purposes under the Agreement and this Supplement and
which shall be known as the "Collateral Indebtedness Interest, Series 1996-3".
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ARTICLE I
Series Terms
Section 1.01. Series Terms. This Series shall be included in
Group One as a Variable Accumulation Series and as a Principal Sharing Series
that is not subordinated to any other Series; provided, however, that if this
Series is an Extendable Series, such Series shall also be a Subordinated Excess
Principal Series.
Title of Securities $400,000,000 Floating Rate Class A Asset Backed
Certificates, Series 1996-3 (the "Class A
Certificates") and $55,000,000 Floating Rate Class B
Asset Backed Certificates, Series 1996-3 (the
"Class B Certificates)
Extendable Series Yes
Prefunded Series No
Class A Initial Investor Amount $400,000,000
Class B Initial Investor Amount $55,000,000
Collateral Initial Investor Amount $45,000,000
Initial Prefunded Amount Not applicable
Required Funding Percentage Not applicable
Funding Dates Not applicable
Initial Funding Date Not applicable
Final Funding Date Not applicable
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Initial Principal Payment Date The January 1998 Interest Payment Date
Initial Principal Distribution Date The first January Distribution Date with respect to
the Principal Payment Period
Class A Certificate Rate For each Interest Period, a per annum rate equal to
the Class A Floating Rate Index as of the Class A
Interest Determination Date plus the Class A
Certificate Rate Spread
Class A Floating Rate Index LIBOR
Class A Floating Rate Index Maturity One month
Class A Certificate Rate Spread 0.12% per annum
Class A Maximum Interest Rate Not applicable
Class A Interest Determination Date LIBOR Determination Date
Class A Expected Final Payment Date The January 2004 Distribution Date
Class A Accumulation Period Commencement The last day of the April 2002 Monthly Period
Date
Controlled Accumulation Amount $20,000,000
Class B Certificate Rate For each Interest Period, a per annum rate equal to
the Class B Floating Rate Index as of the Class B
Interest Determination Date plus the Class B
Certificate Rate Spread
Class B Floating Rate Index LIBOR
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Class B Floating Rate Index Maturity One month
Class B Certificate Rate Spread 0.36% per annum
Class B Maximum Interest Rate Not applicable
Class B Interest Determination Date LIBOR Determination Date
Class B Expected Final Payment Date The March 2004 Distribution Date
Interest Payment Dates The 15th day of each month (or, if such day is not a
Business Day, the next succeeding Business Day),
commencing on the January 1997 Distribution Date
Required Cash Base Percentage 1.00%
Required Collateral Base Percentage 3.00%
Required Invested Base Percentage 9.00%
Required Reserve Base Percentage 0.50%
Closing Date December 18, 1996
Initial Distribution Date The January 1997 Distribution Date
Rating Agency Moody's, Standard & Poor's and Fitch
Net Servicing Fee Rate For (i) so long as the Seller is the Servicer, 0.75%
per annum, (ii) if the Bank of New York is the
Servicer, 1.25% per annum and (iii) if the Seller or
The Bank of New York is no
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longer the Servicer, 2.00% per annum
Servicing Fee Rate 2.00%
Cut-Off Date December 1, 1996
Termination Date The March 2007 Distribution Date
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IN WITNESS WHEREOF, the undersigned have caused this
Supplement to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
CAPITAL ONE BANK,
Seller and Servicer,
by
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Name:
Title:
THE BANK OF NEW YORK,
Trustee
by
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Name:
Title: