Exhibit 4.3
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(2003-2) 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(2003-2) 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. [RESERVED].................................................. 8
Section 2.05. Payments of Interest and Principal.......................... 8
Section 2.06. Form of Delivery of Class B(2003-2) Notes; Depository;
Denominations............................................... 9
Section 2.07. Delivery and Payment for the Class B(2003-2) Notes.......... 9
Section 2.08. Targeted Deposits to the Accumulation Reserve Account....... 9
Section 2.09. Tax Treatment............................................... 9
-i-
THIS CLASS B(2003-2) 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(2003-2) 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 $12,500,000.00; 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(2003-2) 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(2003-2) 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(2003-2) 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(2003-2) 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(2003-2) Notes and (ii) the date on which the Class B(2003-2) 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:
2
(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(2003-2) Adverse Event" means the occurrence of any of the
following: (a) an Early Redemption Event with respect to the Class B(2003-2)
Notes or (b) an Event of Default and acceleration of the Class B(2003-2) Notes.
"Class B(2003-2) Note" means any Note, substantially in the form set
forth in Exhibit A-2 to the Indenture Supplement, designated therein as a Class
B(2003-2) Note and duly executed and authenticated in accordance with the
Indenture.
"Class B(2003-2) Noteholder" means a Person in whose name a Class
B(2003-2) Note is registered in the Note Register.
"Class B(2003-2) Termination Date" means the earliest to occur of (a)
the Principal Payment Date on which the Outstanding Dollar Principal Amount of
the Class B(2003-2)
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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 C Notes" means, for
the Class B(2003-2) 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(2003-2) 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(2003-2) 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(2003-2) 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 $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 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.
"Note Interest Rate" means a rate per annum equal to 3.50%.
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"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.
"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(2003-2) 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(2003-2) Notes, an amount equal to the sum of (a) the Unencumbered Required
Subordinated Amount of Class C Notes for such Class B(2003-2) Notes and (b) the
Encumbered Required
5
Subordinated Amount of Class C Notes for such Class B(2003-2) 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(2003-2)
Notes will not be less than an amount equal to (i) 3.0% of the Initial Dollar
Principal Amount of the Class B(2003-2) Notes, minus (ii) the Required
Subordinated Amount of Class D Notes for the Class B(2003-2) Notes; provided
further, however, that for any date of determination on or after the occurrence
and during the continuation of a Class B(2003-2) Adverse Event, the Required
Subordinated Amount of Class C Notes for the Class B(2003-2) 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(2003-2) 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(2003-2) Notes, an amount equal to the sum of (a) the Unencumbered Required
Subordinated Amount of Class D Notes for such Class B(2003-2) Notes and (b) the
Encumbered Required Subordinated Amount of Class D Notes for such Class
B(2003-2) 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(2003-2) 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(2003-2) Adverse Event, the Required
Subordinated Amount of Class D Notes for the Class B(2003-2) 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(2003-2) 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 C Notes" means, for the Class
B(2003-2) Notes, 7.9453%, subject to adjustment in accordance with Section 2.02.
"Required Subordinated Percentage of Class D Notes" means, for the Class
B(2003-2) Notes, 1.6439%, subject to adjustment in accordance with Section 2.02.
"Stated Principal Amount" means $150,000,000.
"Unencumbered Amount" means, for the Class B(2003-2) Notes, an amount
equal to the product of (a) the percentage equivalent of a fraction, the
numerator of which is the
6
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(2003-2) Notes.
"Unencumbered Required Subordinated Amount of Class C Notes" means, for
the Class B(2003-2) Notes, an amount equal to the product of (a) the
Unencumbered Amount for the Class B(2003-2) Notes and (b) the Required
Subordinated Percentage of Class C Notes for the Class B(2003-2) Notes.
"Unencumbered Required Subordinated Amount of Class D Notes" means, for
the Class B(2003-2) Notes, an amount equal to the product of (a) the
Unencumbered Amount for the Class B(2003-2) Notes and (b) the Required
Subordinated Percentage of Class D Notes for the Class B(2003-2) 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 B(2003-2) 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(2003-2) 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(2003-2) 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(2003-2) 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(2003-2)
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(2003-2) Notes shall be an amount equal to one-twelfth of
the product of (i) the Note Interest Rate, times (ii) the Outstanding Dollar
Principal Amount of the Class B(2003-2) Notes determined as of the Record Date
preceding the related Distribution Date; provided, however, that for the first
Interest Payment Date the amount of interest due is $554,166.67. Any interest on
the Class B(2003-2) Notes will be calculated on the basis of a 360-day year and
twelve 30-day months.
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Distribution Date, the Indenture Trustee shall deposit into the Class B(2003-2)
Interest Funding sub-Account the portion of Card Series Finance Charge Amounts
allocable to the Class B(2003-2) Notes.
Section 2.04. [RESERVED].
Section 2.05. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on any
Class B(2003-2) 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(2003-2) 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
8
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(2003-2) Noteholders to receive payments
from the Issuer will terminate on the first Business Day following the Class
B(2003-2) Termination Date.
Section 2.06. Form of Delivery of Class B(2003-2) Notes; Depository;
Denominations.
(a) The Class B(2003-2) 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(2003-2) Notes shall be The
Depository Trust Company, and the Class B(2003-2) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class B(2003-2) 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(2003-2) Notes. The
Issuer shall execute and deliver the Class B(2003-2) Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Class
B(2003-2) 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. Tax Treatment. Notwithstanding any other express or
implied agreement to the contrary, each of the Issuer and the Class B(2003-2)
Noteholders are hereby 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(2003-2) 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(2003-2) 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
2.09, "Tax Treatment" refers to the purported or claimed treatment of the Issuer
and the Class B(2003-2) 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(2003-2)
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(2003-2) Terms Document]