Exhibit 4.2
EXECUTION COPY
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CAPITAL ONE MULTI-ASSET EXECUTION TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
CLASS B(2003-1) TERMS DOCUMENT
dated as of May 7, 2003
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
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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 B(2003-1) Notes
Section 2.01. Creation and Designation...................................................................9
Section 2.02. Adjustments to Required Subordinated Percentages...........................................9
Section 2.03. Interest Payment...........................................................................9
Section 2.04. Calculation Agent; Determination of LIBOR..................................................9
Section 2.05. Payments of Interest and Principal........................................................10
Section 2.06. Form of Delivery of Class B(2003-1) Notes; Depository; Denominations......................10
Section 2.07. Delivery and Payment for the Class B(2003-1) Notes........................................11
Section 2.08. Targeted Deposits to the Accumulation Reserve Account.....................................11
Section 2.09. Capital One Derivative Agreement..........................................................11
Section 2.10. Tax Treatment.............................................................................11
-i-
THIS CLASS B(2003-1) 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 May 7, 2003.
Pursuant to this Terms Document, the Issuer shall create a new
tranche of Class B 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;
(7) each capitalized term defined herein shall relate only
to the Class B(2003-1) Notes and no other Tranche of
Notes issued by the Issuer; and
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(8) "including" and words of similar import will be deemed
to be followed by "without limitation."
"Accumulation Period Amount" means $16,666,666.67; 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
B(2003-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii)
the Monthly Period following the first Distribution Date following and including
the March 2004 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 B(2003-1) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following
the first Distribution Date following and including the September 2005
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 B(2003-1) 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 November 2005 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 B(2003-1) 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 B(2003-1) Notes and (ii) the date on which the Class B(2003-1) Notes
are paid in full.
"Aggregate Class B Unencumbered Amount" means an amount equal to
the Adjusted Outstanding Dollar Principal Amount of all Class B Notes in the
Card Series minus the sum of the Required Subordinated Amount of Class B Notes
for all Class A 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.
"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:
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(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 B(2003-1) Adverse Event" means the occurrence of any of
the following: (a) an Early Redemption Event with respect to the Class B(2003-1)
Notes or (b) an Event of Default and acceleration of the Class B(2003-1) Notes.
"Class B(2003-1) Note" means any Note, substantially in the form
set forth in Exhibit A-2 to the Indenture Supplement, designated therein as a
Class B(2003-1) Note and duly executed and authenticated in accordance with the
Indenture.
"Class B(2003-1) Noteholder" means a Person in whose name a
Class B(2003-1) Note is registered in the Note Register.
"Class B(2003-1) Termination Date" means the earliest to occur
of (a) the Principal Payment Date on which the Outstanding Dollar Principal
Amount of the Class B(2003-1) Notes is
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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 C Notes"
means, for the Class B(2003-1) Notes, an amount equal to the product of (a) the
aggregate Required Subordinated Amount of Class C Notes for all Class A Notes in
the Card Series with a Required Subordinated Amount of Class B Notes greater
than zero and (b) the percentage equivalent of a fraction, the numerator of
which is the Adjusted Outstanding Dollar Principal Amount of the Class B(2003-1)
Notes and the denominator of which is the Adjusted Outstanding Dollar Principal
Amount of all Class B Notes in the Card Series.
"Encumbered Required Subordinated Amount of Class D Notes"
means, for the Class B(2003-1) 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 with a Required Subordinated Amount of Class B Notes greater
than zero and (b) the percentage equivalent of a fraction, the numerator of
which is the Adjusted Outstanding Dollar Principal Amount of the Class B(2003-1)
Notes and the denominator of which is the Adjusted Outstanding Dollar Principal
Amount of all Class B 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 April 17, 2006.
"Initial Dollar Principal Amount" means $200,000,000.
"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 June 2003, 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.
"Issuance Date" means May 7, 2003.
"Legal Maturity Date" means February 17, 2009.
"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.
7
"LIBOR Determination Date" means May 2, 2003 for the period from
and including the Issuance Date to but excluding June 16, 2003 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 1.17% 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 excess, if any, of (1) the sum of the PFA
Prefunding Earnings Shortfall plus the PFA Accumulation Earnings
Shortfall over (2) 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.
"Quarterly Excess Spread Percentage" means, with respect to the
March 2004 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.
8
"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
B(2003-1) 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 C Notes" means, for the
Class B(2003-1) Notes, an amount equal to the sum of (a) the Unencumbered
Required Subordinated Amount of Class C Notes for such Class B(2003-1) Notes and
(b) the Encumbered Required Subordinated Amount of Class C Notes for such Class
B(2003-1) 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 C Notes
for the Class B(2003-1) Notes will not be less than an amount equal to (i) 3.0%
of the Initial Dollar Principal Amount of the Class B(2003-1) Notes, minus (ii)
the Required Subordinated Amount of Class D Notes for the Class B(2003-1) Notes;
provided further, however, that for any date of determination on or after the
occurrence and during the continuation of a Class B(2003-1) Adverse Event, the
Required Subordinated Amount of Class C Notes for the Class B(2003-1) Notes will
be the greater 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 B(2003-1) 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 Amount of Class D Notes" means, for the
Class B(2003-1) Notes, an amount equal to the sum of (a) the Unencumbered
Required Subordinated Amount of Class D Notes for such Class B(2003-1) Notes and
(b) the Encumbered Required Subordinated Amount of Class D Notes for such Class
B(2003-1) 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 B(2003-1) Notes will not be less than an amount equal to 1.6439%
of the Initial Dollar Principal Amount of the Class B(2003-1) Notes, provided
further, however, that for any date of determination on or after the occurrence
and during the continuation of a Class B(2003-1) Adverse Event, the Required
Subordinated Amount of Class D Notes for the Class B(2003-1) 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 B(2003-1) 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
9
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 C Notes" means, for
the Class B(2003-1) Notes, 7.9453%, subject to adjustment in accordance with
Section 2.02.
"Required Subordinated Percentage of Class D Notes" means, for
the Class B(2003-1) Notes, 1.6439%, subject to adjustment in accordance with
Section 2.02.
"Stated Principal Amount" means $200,000,000.
"Telerate Page 3750" means the display page currently so
designated on the Moneyline Telerate Service (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 B(2003-1) Notes, an
amount equal to the product of (a) the percentage equivalent of a fraction, the
numerator of which is the Aggregate Class B Unencumbered Amount and the
denominator of which is the Adjusted Outstanding Dollar Principal Amount of all
Class B Notes in the Card Series and (b) the Adjusted Outstanding Dollar
Principal Amount of the Class B(2003-1) Notes.
"Unencumbered Required Subordinated Amount of Class C Notes"
means, for the Class B(2003-1) Notes, an amount equal to the product of (a) the
Unencumbered Amount for the Class B(2003-1) Notes and (b) the Required
Subordinated Percentage of Class C Notes for the Class B(2003-1) Notes.
"Unencumbered Required Subordinated Amount of Class D Notes"
means, for the Class B(2003-1) Notes, an amount equal to the product of (a) the
Unencumbered Amount for the Class B(2003-1) Notes and (b) the Required
Subordinated Percentage of Class D Notes for the Class B(2003-1) 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.
10
[END OF ARTICLE I]
11
ARTICLE II
The Class B(2003-1) Notes
Section 2.01. Creation and Designation. There is hereby created
a tranche of Card Series Class B 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 B(2003-1) Notes."
Section 2.02. Adjustments to Required Subordinated Percentages.
(a) On any date, the Issuer may increase the Required
Subordinated Percentage of Class C Notes or the Required Subordinated Percentage
of Class D Notes, in each case, for the Class B(2003-1) Notes without the
consent of any Noteholders or the Note Rating Agencies.
(b) On any date, the Issuer may reduce the Required
Subordinated Percentage of Class C Notes or the Required Subordinated Percentage
of Class D Notes, in each case for the Class B(2003-1) 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 B(2003-1) 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 B(2003-1) 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
B(2003-1) Notes determined as of the Record Date preceding the related
Distribution Date. Any interest on the Class B(2003-1) 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
B(2003-1) Interest Funding sub-Account the portion of Card Series Finance Charge
Amounts allocable to the Class B(2003-1) Notes.
Section 2.04. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class
B(2003-1) 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
12
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 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 B(2003-1) 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 B(2003-1) 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 B(2003-1) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Class B(2003-1) Termination Date.
Section 2.06. Form of Delivery of Class B(2003-1) Notes;
Depository; Denominations.
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(a) The Class B(2003-1) 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 B(2003-1) Notes shall be
The Depository Trust Company, and the Class B(2003-1) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class B(2003-1) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.07. Delivery and Payment for the Class B(2003-1)
Notes. The Issuer shall execute and deliver the Class B(2003-1) Notes to the
Indenture Trustee for authentication, and the Indenture Trustee shall deliver
the Class B(2003-1) Notes when authenticated, each in accordance with Section
303 of the Indenture.
Section 2.08. 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 2.09. 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 (as may be
amended thereafter), and the Confirmation thereto relating to the Class
B(2003-1) Notes, dated as of May 7, 2003 (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
B(2003-1) 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.
(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.
Section 2.10. Tax Treatment. Notwithstanding any other express
or implied agreement to the contrary, each of the Issuer and the Class B(2003-1)
Noteholders are hereby
14
deemed to agree that they and any recipient of the Prospectus Supplement dated
April 30, 2003 and the Prospectus dated April 30, 2003, each relating to the
Class B(2003-1) Notes (or their employees, representatives, or other agents),
may disclose to any and all persons, without limitation of any kind, the Tax
Treatment and Tax Structure of any transaction relating to the Issuer or the
Class B(2003-1) Notes and all materials of any kind (including opinions or other
tax analyses) that are provided to any of them relating to such Tax Treatment
and Tax Structure. For purposes of this Section 2.10, "Tax Treatment" refers to
the purported or claimed treatment of the Issuer and the Class B(2003-1) Notes
under the Internal Revenue Code, and "Tax Structure" refers to any fact that may
be relevant to understanding such Tax Treatment. It is hereby confirmed that
each of the foregoing have been deemed to so agree since the commencement of
discussions regarding the Class B(2003-1) Notes.
[END OF ARTICLE II]
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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/ Allison R. Clan
----------------------------------------------------
Name: Allison R. Clan
Title: Assistant Treasurer
[Signature Page to the Class B(2003-1) Terms Document]