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Exhibit 4.1
CAPITAL ONE MULTI-ASSET
EXECUTION TRUST
as Issuer
and
THE BANK OF NEW
YORK
as Indenture
Trustee
CLASS A(2008-3) TERMS
DOCUMENT
dated as of April 16,
2008
to
CARD SERIES INDENTURE
SUPPLEMENT
dated as of October 9,
2002,
as amended by the First
Amendment thereto dated as of March 1, 2008
to
ASSET POOL 1
SUPPLEMENT
dated as of October 9,
2002,
as amended by the First
Amendment thereto dated as of March 1, 2008
to
INDENTURE
dated as of October 9,
2002, as amended and restated as of January 13,
2006,
and as further amended by the
First Amendment thereto dated as of March 1, 2008
TABLE OF
CONTENTS
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ARTICLE I |
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Definitions and Other Provisions of General
Application |
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Section 1.01.
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Definitions |
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1 |
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Section 1.02.
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Governing
Law |
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7 |
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Section 1.03.
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Counterparts |
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7 |
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Section 1.04.
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Ratification of Indenture, Asset Pool 1 Supplement and
Indenture Supplement |
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7 |
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ARTICLE II |
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The Class A(2008-3) Notes |
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Section 2.01.
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Creation
and Designation |
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8 |
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Section 2.02.
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Adjustments to Required Subordinated Percentages |
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8 |
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Section 2.03.
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Interest
Payment |
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8 |
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Section 2.04.
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[Reserved] |
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9 |
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Section 2.05.
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Payments
of Interest and Principal |
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9 |
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Section 2.06.
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Form of
Delivery of Class A(2008-3) Notes; Depository;
Denominations |
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9 |
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Section 2.07.
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Delivery
and Payment for the Class A(2008-3) Notes |
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Section 2.08.
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Targeted
Deposits to the Accumulation Reserve Account |
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10 |
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Section 2.09.
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[Reserved] |
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10 |
THIS CLASS A(2008-3) 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 April 16,
2008.
Pursuant to this Terms
Document, the Issuer shall create a new tranche of Class A
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:
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(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; |
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(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; |
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(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; |
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(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; |
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(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; |
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(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; |
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(7) |
each capitalized term defined herein shall relate only to the
Class A(2008-3) 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 $50,000,000.00; 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 A(2008-3) 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 2011 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 A(2008-3) 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 2011
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 A(2008-3) 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 2011 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 A(2008-3) 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 A(2008-3) Notes and
(ii) the date on which the Class A(2008-3) Notes are paid in
full.
“ Asset Pool 1
Supplement ” means the Asset Pool 1 Supplement dated as
of October 9, 2002, as amended by the First Amendment thereto,
dated as of March 1, 2008, 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:
(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
2
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.
“ Class A(2008-3)
Adverse Event ” means the occurrence of any of the
following: (a) an Early Redemption Event with respect to the
Class A(2008-3) Notes or (b) an Event of Default and
acceleration of the Class A(2008-3) Notes.
“ Class A(2008-3)
Note ” means any Note, substantially in the form set
forth in Exhibit A-2 to the Indenture Supplement, designated
therein as a Class A(2008-3) Note and duly executed and
authenticated in accordance with the Indenture.
“ Class A(2008-3)
Noteholder ” means a Person in whose name a Class
A(2008-3) Note is registered in the Note Register.
“ Class A(2008-3)
Termination Date ” means the earliest to occur of
(a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class A(2008-3) Notes is paid in full,
(b) the Legal Maturity Date and (c) the date on which
the
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