Exhibit 4.10
EXECUTION COPY
================================================================================
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
CLASS C(2002-1) TERMS DOCUMENT
dated as of October 9, 2002
to
CARD SERIES INDENTURE SUPPLEMENT
dated as of October 9, 2002
to
ASSET POOL 1 SUPPLEMENT
dated as of October 9, 2002
to
INDENTURE
dated as of October 9, 2002
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions ......................................................................... 1
Section 1.02. Governing Law ....................................................................... 7
Section 1.03. Counterparts ........................................................................ 7
Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture
Supplement .......................................................................... 7
ARTICLE II
The Class C(2002-1) Notes
Section 2.01. Creation and Designation ............................................................ 8
Section 2.02. Adjustments to Required Subordinated Percentages .................................... 8
Section 2.03. Interest Payment .................................................................... 8
Section 2.04. Calculation Agent; Determination of LIBOR ........................................... 8
Section 2.05. Payments of Interest and Principal .................................................. 9
Section 2.06. Targeted Deposit to the Class C Reserve Account ..................................... 9
Section 2.07. Form of Delivery of Class C(2002-1) Notes; Depository;
Denominations ....................................................................... 10
Section 2.08. Delivery and Payment for the Class C(2002-1) Notes .................................. 10
Section 2.09. Targeted Deposits to the Accumulation Reserve Account ............................... 10
Section 2.10. Capital One Derivative Agreement .................................................... 10
-i-
THIS CLASS C(2002-1) TERMS DOCUMENT (this "Terms Document"), by
and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created
under the laws of the State of Delaware (the "Issuer"), having its principal
office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre
Road, Wilmington, DE 19805, and THE BANK OF NEW YORK, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"), is made and entered
into as of October 9, 2002.
Pursuant to this Terms Document, the Issuer shall create a new
tranche of Class C Notes and shall specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions. For all purposes of this Terms
Document, except as otherwise expressly provided or unless the context otherwise
requires:
(1) the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as
the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement, the Asset Pool 1 Supplement or the
Indenture, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally
accepted accounting principles and, except as otherwise
herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation
required or permitted hereunder means such accounting
principles as are generally accepted in the United States of
America at the date of such computation;
(4) all references in this Terms Document to designated
"Articles," "Sections" and other subdivisions are to the
designated Articles, Sections and other subdivisions of this
Terms Document;
(5) the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Terms Document as a whole
and not to any particular Article, Section or other
subdivision;
(6) in the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or
provision contained in the Indenture Supplement, the Asset
Pool 1 Supplement, the Indenture or the Transfer and
Administration Agreement, the terms and provisions of this
Terms Document shall be controlling;
1
(7) each capitalized term defined herein shall relate only to
the Class C(2002-1) Notes and no other Tranche of Notes
issued by the Issuer; and
(8) "including" and words of similar import will be deemed to be
followed by "without limitation."
"Accumulation Period Amount" means $12,500,000; provided,
however, if the Accumulation Period Length is determined to be less than twelve
(12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the
Accumulation Period Amount shall be the amount specified in the definition of
"Accumulation Period Amount" in the Indenture Supplement.
"Accumulation Reserve Funding Period" shall mean, (a) if the
Accumulation Period Length is determined to be one (1) month, there shall be no
Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing
on the earliest to occur of (i) the Monthly Period beginning three (3) calendar
months prior to the first Distribution Date for which a budgeted deposit is
targeted to be made into the Principal Funding sub-Account of the Class
C(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii)
the Monthly Period following the first Distribution Date following and including
the August 2003 Distribution Date for which the Quarterly Excess Spread
Percentage is less than 2%, but in such event the Accumulation Reserve Funding
Period shall not be required to commence earlier than 12 months prior to the
first Distribution Date for which a budgeted deposit is targeted to be made into
the Principal Funding sub-Account for the Class C(2002-1) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following
the first Distribution Date following and including the February 2004
Distribution Date for which the Quarterly Excess Spread Percentage is less than
3%, but in such event the Accumulation Reserve Funding Period shall not be
required to commence earlier than 6 months prior to the first Distribution Date
for which a budgeted deposit is targeted to be made into the Principal Funding
sub-Account for the Class C(2002-1) Notes pursuant to Section 3.10(b) of the
Indenture Supplement, and (iv) the Monthly Period following the first
Distribution Date following and including the April 2004 Distribution Date for
which the Quarterly Excess Spread Percentage is less than 4%, but in such event
the Accumulation Reserve Funding Period shall not be required to commence
earlier than 4 months prior to the first Distribution Date for which a budgeted
deposit is targeted to be made into the Principal Funding sub-Account for the
Class C(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement
and (y) ending on the close of business on the last day of the Monthly Period
preceding the earlier to occur of (i) the Expected Principal Payment Date for
the Class C(2002-1) Notes and (ii) the date on which the Class C(2002-1) Notes
are paid in full.
"Aggregate Class C Unencumbered Amount" means an amount equal to
(a) the Adjusted Outstanding Dollar Principal Amount of all Class C Notes in the
Card Series minus (b) the sum of the Required Subordinated Amount of Class C
Notes for all Class A Notes in the Card Series plus the Unencumbered Required
Subordinated Amount of Class C Notes for all Class B Notes in the Card Series.
"Asset Pool 1 Supplement" means the Asset Pool 1 Supplement dated
as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as
amended and supplemented from time to time.
2
"Base Rate" means, with respect to any Monthly Period, the sum of
(a) the Card Series Servicing Fee Percentage and (b) the weighted average (based
on the Outstanding Dollar Principal Amount of the related Card Series Notes) of
the following:
(i) in the case of a Tranche of Card Series Dollar
Interest-bearing Notes with no Derivative Agreement for interest,
the rate of interest applicable to such Tranche for the period
from and including the Monthly Interest Accrual Date for such
Tranche of Card Series Dollar Interest-bearing Notes in such
Monthly Period to but excluding the Monthly Interest Accrual Date
for such Tranche of Card Series Dollar Interest-bearing Notes in
the following Monthly Period;
(ii) in the case of a Tranche of Card Series Discount
Notes, the rate of accretion (converted to an accrual rate) of
such Tranche for the period from and including the Monthly
Interest Accrual Date for such Tranche of Card Series Discount
Notes in such Monthly Period to but excluding the Monthly
Interest Accrual Date for such Tranche of Card Series Discount
Notes in the following Monthly Period;
(iii) in the case of a Tranche of Card Series Notes with a
Performing Derivative Agreement for interest, the rate at which
payments by the Issuer to the applicable Derivative Counterparty
accrue (prior to the netting of such payments, if applicable) for
the period from and including the Monthly Interest Accrual Date
for such Tranche of Card Series Notes in such Monthly Period to
but excluding the Monthly Interest Accrual Date for such Tranche
of Card Series Notes in the following Monthly Period; provided,
however, that in the case of a Tranche of Card Series Notes with
a Performing Derivative Agreement for interest in which the
rating on such Tranche of Card Series Notes is not dependant upon
the rating of the applicable Derivative Counterparty, the amount
determined pursuant to this clause (iii) will be the higher of
(1) the rate determined pursuant to this clause (iii) above and
(2) the rate of interest applicable to such Tranche for the
period from and including the Monthly Interest Accrual Date for
such Tranche of Card Series Notes in such Monthly Period to but
excluding the Monthly Interest Accrual Date for such Tranche of
Card Series Notes in the following Monthly Period; and
(iv) in the case of a tranche of Card Series Notes with a
non-Performing Derivative Agreement for interest, the rate
specified for that date in the related Terms Document.
"Calculation Agent" is defined in Section 2.04(a).
"Class C(2002-1) Adverse Event" means the occurrence of any of
the following: (a) an Early Redemption Event with respect to the Class C(2002-1)
Notes or (b) an Event of Default and acceleration of the Class C(2002-1) Notes.
"Class C(2002-1) Note" means any Note, substantially in the form
set forth in Exhibit A-3 to the Indenture Supplement, designated therein as a
Class C(2002-1) Note and duly executed and authenticated in accordance with the
Indenture.
3
"Class C(2002-1) Noteholder" means a Person in whose name a Class
C(2002-1) Note is registered in the Note Register.
"Class C Reserve Account Percentage" means, (i) zero, if the
Quarterly Excess Spread Percentage on such Distribution Date is greater than or
equal to 4.50%, (ii) 1.25%, if the Quarterly Excess Spread Percentage on such
Distribution Date is less than 4.50% and greater than or equal to 4.00%, (iii)
2.25%, if the Quarterly Excess Spread Percentage on such Distribution Date is
less than 4.00% and greater than or equal to 3.50%, (iv) 3.00%, if the Quarterly
Excess Spread Percentage on such Distribution Date is less than 3.50% and
greater than or equal to 3.00%; (v) 4.50%, if the Quarterly Excess Spread
Percentage on such Distribution Date is less than 3.00% and greater than or
equal to 2.50%, (vi) 5.50%, if the Quarterly Excess Spread Percentage on such
Distribution Date is less than 2.50% and greater than or equal to 2.00%, and
(vii) 7.25%, if the Quarterly Excess Spread Percentage on such Distribution Date
is less than 2.00%.
"Class C(2002-1) Termination Date" means the earliest to occur of (a)
the Principal Payment Date on which the Outstanding Dollar Principal Amount of
the Class C(2002-1) Notes is paid in full, (b) the Legal Maturity Date and (c)
the date on which the Indenture is discharged and satisfied pursuant to Article
VI thereof.
"Encumbered Required Subordinated Amount of Class D Notes" means, for
the Class C(2002-1) Notes, an amount equal to the product of (a) the aggregate
Required Subordinated Amount of Class D Notes for all Class A Notes in the Card
Series plus the sum of the Unencumbered Required Subordinated Amount of Class D
Notes for all Class B Notes in the Card Series and (b) the percentage equivalent
of a fraction, the numerator of which is the Adjusted Outstanding Dollar
Principal Amount of the Class C(2002-1) Notes and the denominator of which is
the Adjusted Outstanding Dollar Principal Amount of all Class C Notes in the
Card Series.
"Excess Spread Percentage" shall mean, with respect to any
Distribution Date, the amount, if any, by which the Portfolio Yield for the
preceding Monthly Period exceeds the Base Rate for such Monthly Period.
"Expected Principal Payment Date" means September 17, 2007.
"Initial Dollar Principal Amount" means $150,000,000.
"Indenture" means the Indenture dated as of October 9, 2002, by and
between the Issuer and the Indenture Trustee, as amended and supplemented from
time to time.
"Indenture Supplement" means the Card Series Indenture Supplement
dated as of October 9, 2002, by and between the Issuer and the Indenture
Trustee, as amended and supplemented from time to time.
"Interest Payment Date" means the fifteenth day of each month
commencing in November 2002, or if such fifteenth day is not a Business Day, the
next succeeding Business Day.
"Interest Period" means, with respect to any Interest Payment Date,
the period from and including the previous Interest Payment Date (or in the case
of the initial Interest Payment Date, from and including the Issuance Date)
through the day preceding such Interest Payment Date.
4
"Issuance Date" means October 9, 2002.
"Legal Maturity Date" means July 15, 2010.
"LIBOR" means, for any Interest Period, the London interbank offered
rate for one-month United States dollar deposits determined by the Indenture
Trustee on the LIBOR Determination Date for each Interest Period in accordance
with the provisions of Section 2.04.
"LIBOR Determination Date" means October 7, 2002 for the period from
and including the Issuance Date to but excluding November 15, 2002 and the
second London Business Day prior to the commencement of the second and each
subsequent Interest Period.
"London Business Day" means any Business Day on which dealings in
deposits in United States Dollars are transacted in the London interbank market.
"Note Interest Rate" means a rate per annum equal to 2.75% in excess
of LIBOR as determined by the Calculation Agent on the related LIBOR
Determination Date with respect to each Interest Period.
"Paying Agent" means The Bank of New York.
"Portfolio Yield" means, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction:
(a) the numerator of which is equal to the sum of:
(i) the aggregate amount of Finance Charge Amounts allocated to
the Card Series with respect to such Monthly Period; plus
(ii) the aggregate amount of Interest Funding sub-Account
Earnings on all Tranches of Card Series Notes for such Monthly
Period; plus
(iii) any amounts to be treated as Card Series Finance Charge
Amounts pursuant to Sections 3.20(d) and 3.27(a) of the Indenture
Supplement, minus
(iv) the aggregate of (1) the excess, if any, of the sum of the
PFA Prefunding Earnings Shortfall plus the PFA Accumulation Earnings
Shortfall over the sum of the aggregate amount to be treated as Card
Series Finance Charge Amounts for such Monthly Period pursuant to
Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any
other amounts applied to cover earnings shortfalls on amounts in the
Principal Funding sub-Account for any tranche of Card Series Notes
for such Monthly Period, minus
(v) the Card Series Default Amount for such Monthly Period, and
(b) the denominator of which is the numerator used in the calculation
of the Card Series Floating Allocation Percentage for such Monthly Period.
5
"Quarterly Excess Spread Percentage" means, (i) with respect to the
November 2002 Distribution Date, the Excess Spread Percentage with respect to
the immediately preceding Monthly Period, (ii) with respect to the December 2002
Distribution Date, the percentage equivalent of a fraction the numerator of
which is the sum of the Excess Spread Percentages with respect to the
immediately preceding two Monthly Periods and the denominator of which is two,
and (iii) with respect to the January 2003 Distribution Date and each
Distribution Date thereafter, the percentage equivalent of a fraction the
numerator of which is the sum of the Excess Spread Percentages with respect to
the immediately preceding three Monthly Periods and the denominator of which is
three.
"Record Date" means, for any Distribution Date, the last Business Day
of the preceding Monthly Period.
"Reference Banks" means four major banks in the London interbank
market selected by the Beneficiary.
"Required Accumulation Reserve sub-Account Amount" means, with
respect to any Monthly Period during the Accumulation Reserve Funding Period, an
amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class
C(2002-1) Notes as of the close of business on the last day of the preceding
Monthly Period or (ii) any other amount designated by the Issuer; provided,
however, that if such designation is of a lesser amount, the Note Rating
Agencies shall have provided prior written confirmation that a Ratings Effect
will not occur with respect to such change.
"Required Subordinated Amount of Class D Notes" means, for the Class
C(2002-1) Notes, an amount equal to the sum of (a) the Unencumbered Required
Subordinated Amount of Class D Notes for such Class C(2002-1) Notes and (b) the
Encumbered Required Subordinated Amount of Class D Notes for such Class
C(2002-1) Notes; provided, however, that for any date of determination, unless
(i) the Prefunding Target Amount for any Tranche of Card Series Notes on such
date of determination is greater than zero or (ii) any prefunded amounts are on
deposit in a Principal Funding sub-Account on such date of determination for any
Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes
for the Class C(2002-1) Notes will not be less than an amount equal to 1.5228%
of the Initial Dollar Principal Amount of the Class C(2002-1) Notes, provided
further, however, that for any date of determination on or after the occurrence
and during the continuation of a Class C(2002-1) Adverse Event, the Required
Subordinated Amount of Class D Notes for the Class C(2002-1) Notes will be the
greatest of (x) the amount determined above for such date of determination, (y)
the amount determined above for the date immediately prior to the date on which
such Class C(2002-1) Adverse Event shall have occurred and (z) unless (i) the
Prefunding Target Amount for any Tranche of Card Series Notes on such date of
determination is greater than zero or (ii) any prefunded amounts are on deposit
in a Principal Funding sub-Account on such date of determination for any Tranche
of Card Series Notes, the amount determined pursuant to the preceding proviso.
"Required Subordinated Percentage of Class D Notes" means, for the
Class C(2002-1) Notes, 1.5228%, subject to adjustment in accordance with Section
2.02.
"Stated Principal Amount" means $150,000,000.
6
"Telerate Page 3750" means the display page currently so designated
on the Bridge Telerate Market Report (or such other page as may replace that
page on that service for the purpose of displaying comparable rates or prices).
"Unencumbered Amount" means, for the Class C(2002-1) Notes, an amount
equal to the product of (a) the percentage equivalent of a fraction, the
numerator of which is the Aggregate Class C Unencumbered Amount and the
denominator of which is the Adjusted Outstanding Dollar Principal Amount of all
Class C Notes in the Card Series and (b) the Adjusted Outstanding Dollar
Principal Amount of the Class C(2002-1) Notes.
"Unencumbered Required Subordinated Amount of Class D Notes" means,
for the Class C(2002-1) Notes, an amount equal to the product of (a) the
Unencumbered Amount for the Class C(2002-1) Notes and (b) the Required
Subordinated Percentage of Class D Notes for the Class C(2002-1) Notes.
Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, 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.
Section 1.03. Counterparts. This Terms Document may be executed in
any number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.
Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement
and Indenture Supplement. As supplemented by this Terms Document, each of the
Indenture, the Asset Pool 1 Supplement and the Indenture Supplement is in all
respects ratified and confirmed and the Indenture as so supplemented by the
Asset Pool 1 Supplement as so supplemented by the Indenture Supplement as so
supplemented and this Terms Document shall be read, taken and construed as one
and the same instrument.
[END OF ARTICLE I]
7
ARTICLE II
The Class C(2002-1) Notes
Section 2.01. Creation and Designation. There is hereby created a
tranche of Card Series Class C Notes to be issued pursuant to the Indenture, the
Asset Pool 1 Supplement and the Indenture Supplement to be known as the "Card
Series Class C(2002-1) Notes."
Section 2.02. Adjustments to Required Subordinated Percentages. On
any date, the Issuer may reduce the Required Subordinated Percentage of Class D
Notes for the Class C(2002-1) Notes, provided that the Issuer has (i) received
written confirmation from each Note Rating Agency that has rated any Outstanding
Notes of the Card Series that the change in such percentage will not result in a
Ratings Effect with respect to any Outstanding Class C(2002-1) Notes and (ii)
delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust
Tax Opinion for the Master Trust and an Issuer Tax Opinion.
Section 2.03. Interest Payment.
(a) For each Interest Payment Date, the amount of interest due with
respect to the Class C(2002-1) Notes shall be an amount equal to the product of
(i)(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Note
Interest Rate in effect with respect to the related Interest Period, times (ii)
the Outstanding Dollar Principal Amount of the Class C(2002-1) Notes determined
as of the Record Date preceding the related Distribution Date. Any interest on
the Class C(2002-1) Notes will be calculated on the basis of the actual number
of days in the related Interest Period and a 360-day year.
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Distribution Date, the Indenture Trustee shall deposit into the Class C(2002-1)
Interest Funding sub-Account the portion of Card Series Available Finance Charge
Amounts allocable to the Class C(2002-1) Notes.
Section 2.04. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class C(2002-1)
Notes are Outstanding, there shall at all times be an agent appointed to
calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer
hereby initially appoints the Indenture Trustee as the Calculation Agent for
purposes of determining LIBOR for each Interest Period. The Calculation Agent
may be removed by the Issuer at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Issuer, or if the Calculation
Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly
appoint a replacement Calculation Agent that does not control or is not
controlled by or under common control with the Issuer or its Affiliates. The
Calculation Agent may not resign its duties, and the Issuer may not remove the
Calculation Agent, without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such date. If such rate does not appear on Telerate Page 3750,
the rate for that LIBOR Determination Date shall be determined on
8
the basis of the rates at which deposits in United States dollars are offered by
the Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for a one-month period. The
Calculation Agent shall request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that LIBOR Determination Date shall be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
Beneficiary, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a one-month period.
(c) The Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (212) 815-3247 or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Noteholder from
time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee, the Issuer and the Beneficiary, by facsimile
transmission, notification of LIBOR for the following Interest Period.
Section 2.05. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on
any Class C(2002-1) Note which is punctually paid or duly provided for by the
Issuer and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in whose
name such Class C(2002-1) Note (or one or more Predecessor Notes) is registered
on the Record Date, by wire transfer of immediately available funds to such
Person's account as has been designated by written instructions received by the
Paying Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
(b) The right of the Class C(2002-1) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Class C(2002-1) Termination Date.
Section 2.06. Targeted Deposit to the Class C Reserve Account.
The deposit targeted to be made to the Class C Reserve sub-Account for the Class
C(2002-1) Notes for any Distribution Date will be an amount equal to (i) to the
product of (A) Class C Reserve Account Percentage for the related Monthly Period
times (B) the sum of the Initial Outstanding Dollar Principal Amounts of each
tranche of Outstanding Card Series Notes as of the last day of the preceding
Monthly Period times (C) a fraction, the numerator of which is the Nominal
Liquidation Amount of the Class C(2002-1) Notes as of the close of business on
the last day of the preceding Monthly Period and the denominator of which is the
Nominal Liquidation Amount of all Class C Notes in the Card Series as of the
close of business on the last day of the preceding Monthly Period, minus (ii)
any amount previously on deposit in the Class C(2002-1) Reserve sub-Account
prior to
9
such targeted deposit; provided however, that if an Early Redemption Event or
Event of Default occurs with respect to the Class C(2002-1) Notes, the deposit
targeted will be the Adjusted Outstanding Dollar Principal Amount of the Class
C(2002-1) notes minus the amount then on deposit in such sub-Account.
Section 2.07. Form of Delivery of Class C(2002-1) Notes;
Depository; Denominations.
(a) The Class C(2002-1) Notes shall be delivered in the form of a
global Registered Note as provided in Sections 202 and 301(i) of the Indenture,
respectively.
(b) The Depository for the Class C(2002-1) Notes shall be The
Depository Trust Company, and the Class C(2002-1) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class C(2002-1) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.08. Delivery and Payment for the Class C(2002-1) Notes.
The Issuer shall execute and deliver the Class C(2002-1) Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Class
C(2002-1) Notes when authenticated, each in accordance with Section 303 of the
Indenture.
Section 2.09. Targeted Deposits to the Accumulation Reserve
Account.
The deposit targeted to be made to the Accumulation Reserve
Account for any Monthly Period during the Accumulation Reserve Funding Period
will be an amount equal to the Required Accumulation Reserve sub-Account Amount.
Section 2.10. Capital One Derivative Agreement.
(a) On any Distribution Date, any amount owed by the Issuer
pursuant to the ISDA Master Agreement, dated as of October 9, 2002, as
supplemented by the Schedule thereto, dated as of October 9, 2002, and the
Confirmation thereto relating to the Class C(2002-1) Notes, dated as of October
9, 2002 (collectively, the "Capital One Derivative Agreement"), each between
Capital One Bank and the Issuer, shall be paid to Capital One Bank from Card
Series Finance Charge Amounts (available after giving effect to Sections 3.01(a)
through (l) of the Indenture Supplement) for such Distribution Date in an amount
not to exceed the lesser of (i) the product of (x) the amount of Card Series
Finance Charge Amounts available for application pursuant to Section 3.01(m) of
the Indenture Supplement times (y) a fraction, the numerator of which is the
Nominal Liquidation Amount of the Class C(2002-1) Notes as of the close of
business on the last day of the preceding Monthly Period and the denominator of
which is the Nominal Liquidation Amount of all tranches of Card Series Notes as
of the close of business on the last day of the preceding Monthly Period and
(ii) the amount of such payment owed by the Issuer to Capital One Bank on such
Distribution Date.
10
(b) On any Distribution Date, any amount owed to the Issuer
pursuant to the Capital One Derivative Agreement shall be, when received by the
Issuer, treated as Card Series Finance Charge Amounts for the purposes of
Section 3.01(n) of the Indenture Supplement.
(c) The Capital One Derivative Agreement shall not be considered
a "Derivative Agreement" (as such term is defined in the Indenture) for the
purposes of Indenture, the Asset Pool Supplement or the Indenture Supplement.
[END OF ARTICLE II]
11
IN WITNESS WHEREOF, the parties hereto have caused this Terms
Document to be duly executed, all as of the day and year first above written.
CAPITAL ONE MULTI-ASSET EXECUTION TRUST,
by DEUTSCHE BANK TRUST COMPANY DELAWARE,
not in its individual capacity, but
solely as Owner Trustee on behalf of the
Trust
By: /s/ Michele Voon
------------------------------------
Name: Michele Voon
Title: Attorney-in-Fact
THE BANK OF NEW YORK, as Indenture
Trustee and not in its individual
capacity
By: /s/ Scott J. Tepper
------------------------------------
Name: Scott J. Tepper
Title: Assistant Vice President
[Signature Page to the Class C(2002-1) Terms Document]
-xii-