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Exhibit
1.1(b)
CAPITAL ONE MULTI-ASSET
EXECUTION TRUST
CARD SERIES
CLASS A(2008-5)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: May 5,
2008
| To: |
CAPITAL ONE MULTI-ASSET EXECUTION TRUST |
CAPITAL ONE FUNDING,
LLC
| Re: |
Underwriting Agreement, dated May 5, 2008 |
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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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$750,000,000
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4.85% per annum |
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99.87529% |
| (1) |
Plus accrued interest, if any, at the applicable rate from
May 12, 2008. |
Interest Payment
Dates:
The 15 th day of each month (or, if not a Business
Day, the next succeeding Business Day), commencing in June
2008.
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.
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, 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(2008-5) Terms Document, dated as of May 12, 2008.
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, 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
99.62529% 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
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