Exhibit 1.2(a)
CAPITAL ONE MULTI-ASSET EXECUTION
TRUST
CARD SERIES
CLASS A(2009-1)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: June 5, 2009
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To:
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CAPITAL ONE
MULTI-ASSET EXECUTION TRUST
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CAPITAL ONE FUNDING, LLC
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Re:
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Underwriting
Agreement, dated June 3, 2009
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Series Designation:
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Card
series
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Registration Statement:
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Nos.
333-142033, 333-142033-01 and 333-142033-02
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Terms of the
Notes:
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Initial
Principal Amount
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Interest
Rate or Formula
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Price to
Public (1)
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$650,000,000
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one month LIBOR plus 1.10%
per annum
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100.00000%
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(1) Plus
accrued interest, if any, at the applicable rate from June 16,
2009.
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Interest Payment
Dates:
The 15 th day of each month (or, if not a Business Day,
the next succeeding Business Day), commencing in July
2009.
Underwriters:
The Underwriters named on Schedule I
attached hereto are the “Underwriters” for the purpose
of this Agreement and for the purposes of the above-referenced
Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Note Ratings:
Aaa by Moody’s
AAA by Standard &
Poor’s
AAA by Fitch
Owner Trustee:
Deutsche Bank Trust Company
Delaware.
Indenture Trustee: The Bank of New York Mellon.
Indenture:
The Indenture, dated as of
October 9, 2002 and as amended and restated as of
January 13, 2006, and as amended by the First Amendment
thereto, dated as of March 1, 2008, between Capital One
Multi-asset Execution Trust (the “Issuer”) as Issuer
and The Bank of New York Mellon, as Indenture Trustee.
Asset Pool Supplement:
The Asset Pool 1 Supplement, dated
as of October 9, 2002, and as amended by the First Amendment
thereto, dated as of March 1, 2008, between the Issuer and the
Indenture Trustee, as amended and supplemented from time to
time.
Indenture Supplement:
The Card Series Indenture
Supplement, dated as of October 9, 2002, and as amended by the
First Amendment thereto, dated as of March 1, 2008.
Terms Document:
The Class A(2009-1) Terms Document,
dated as of June 16, 2009.
Pooling and Servicing
Agreement: The Amended
and Restated Pooling and Servicing Agreement, dated as of
September 30, 1993 and as amended and restated as of
August 1, 2002, January 13, 2006 and July 1,
2007, respectively, and as amended by the First Amendment thereto,
dated as of March 1, 2008, among Capital One Funding, LLC, as
Transferor, Capital One Bank (USA), National Association, as
Servicer and The Bank of New York Mellon, as Master Trust
Trustee.
Series Supplement:
The Series 2002-CC Series
Supplement, dated as of October 9, 2002, and as amended by the
First Amendment thereto, dated as of March 1, 2008.
Purchase Price:
The purchase price payable by the
Underwriters for the Notes covered by this Agreement will be
99.80000% of the principal amount of Notes to be issued.
Commissions, Concessions and
Discounts:
The Underwriters’ discounts
and commissions, the concessions that the Underwriters may allow to
certain dealers, and the discounts that such dealers may
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reallow to certain other dealers, each expressed
as a percentage of the principal amount of the Notes, shall be as
follows:
