Exhibit 1.2(b)
CAPITAL ONE MULTI-ASSET EXECUTION
TRUST
CARD SERIES
CLASS B(2007-1)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: January 19,
2007
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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 January 18, 2007
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Series Designation:
Card series
Registration
Statement: Nos.
333-130862, 333-130862-01 and 333-130862-02
Terms of the
Notes:
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Initial
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Interest
Rate or Formula
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Price to
Public (1)
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$350,000,000
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One month LIBOR
plus 0.27% per
annum
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100.00%
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(1)
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Plus accrued
interest, if any, at the applicable rate from January 26,
2007.
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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
February 15, 2007.
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:
A2 by Moody’s
A by Standard & Poor’s
A by Fitch
Owner Trustee:
Deutsche Bank Trust Company
Delaware.
Indenture Trustee:
The Bank of New York.
Indenture:
The Indenture, dated as of
October 9, 2002 and as amended and restated as of
January 13, 2006, between Capital One Multi-asset Execution
Trust (the “Issuer”) as Issuer and The Bank of New
York, as Indenture Trustee.
Asset Pool Supplement:
The Asset Pool 1 Supplement, dated
as of October 9, 2002 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.
Terms Document:
The Class B(2007-1) Terms Document,
dated as of January 26, 2007.
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 and January 13, 2006, respectively, among
Capital One Funding, LLC, as Transferor, Capital One Bank, as
Servicer and the Bank of New York, as Master Trust
Trustee.
Series Supplement:
The Series 2002-CC Series
Supplement, dated as of October 9, 2002.
Purchase Price:
The purchase price payable by the
Underwriters for the Notes covered by this Agreement will be
99.6750% of the principal am