CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2007-3) ASSET BACKED NOTES

Contract Categories: Business Finance - Note Agreements
EX-1.2A 5 dex12a.htm EXHIBIT 1.2(A) Exhibit 1.2(a)

Exhibit 1.2(a)

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES

CLASS A(2007-3)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: May 3, 2007

 

To:   

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CAPITAL ONE FUNDING, LLC

Re:    Underwriting Agreement, dated May 2, 2007

 

Series Designation:   Card series
Registration Statement:   Nos. 333-130862, 333-130862-01 and 333-130862-02

Terms of the Notes:

 

    

Initial Principal Amount

  

Interest Rate or Formula

  

Price to Public (1)

    
 

$750,000,000

   One month LIBOR plus 0.00% per annum    100.00%   

(1) Plus accrued interest, if any, at the applicable rate from May 10, 2007.

Interest Payment Dates:

The 15th day of each month (or, if not a Business Day, the next succeeding Business Day), commencing in June 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:

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, 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 A(2007-3) Terms Document, dated as of May 10, 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, and as amended as of March 23, 2007, 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 99.825% 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 reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

 

    

Discounts and Commissions

  

Price Concessions

  

Reallowance

    
 

0.175%

   not in excess of 0.105%   

not in excess of

0.0525%

  

 

2


Reimbursement of Expenses:

The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses.

Time of Sale:

11:21 a.m. (Eastern Time (U.S.)) on May 3, 2007 (the time the first contract of sale was entered into as designated by the Representatives).

Closing Date:

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be May 10, 2007, 10:00 a.m., New York City time.

Location of Closing:

Orrick, Herrington & Sutcliffe LLP

Washington Harbour

3050 K Street, NW

Washington, DC 20007-5135

Address for Notice to Representative:

Barclays Capital Inc.

as Underwriter and as a Representative

of the Underwriters named in Schedule I

to the Underwriting Agreement

200 Park Avenue, 5th Floor

New York, New York 10166

Attention: Roger Tedesco

Tel: (212)  ###-###-####

Fax: (212)  ###-###-####

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

as Underwriter and as a Representative

of the Underwriters named in Schedule I

to the Underwriting Agreement

4 World Financial Center

 

3


New York, New York 10080

Attention: Greg Petrie

Telephone: (212) 449-7201

Fax: (212) 449-9015

Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).

 

4


The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.

 

BARCLAYS CAPITAL INC.,

as Underwriter or as a Representative of the

Underwriters named on Schedule I of the

Underwriting Agreement

By:  

/s/ Joseph Lau

Name:   Joseph Lau
Title:   Director

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Underwriter or as a Representative of the

Underwriters named on Schedule I of the

Underwriting Agreement

By:  

/s/ Greg Petrie

Name:   Greg Petrie
Title:   Director

[Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2007-3)) Terms Agreement]


Accepted:

CAPITAL ONE MULTI-ASSET EXECUTION TRUST,

as Issuer

By:   Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer
By:  

/s/ Richard Johns

Name:   Richard Johns
Title:   Assistant Vice President

 

CAPITAL ONE FUNDING, LLC,

as Transferor

By:  

/s/ Richard Johns

Name:   Richard Johns
Title:   Assistant Vice President

 

CAPITAL ONE BANK,

as a Seller

By:  

/s/ Jerry Hamstead

Name:   Jerry Hamstead
Title:   Managing Vice President, Treasury

 

CAPITAL ONE, F.S.B., as a Seller
By:  

/s/ Vince Pennisi

Name:   Vince Pennisi
Title:   Vice President, Treasury

[Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2007-3) Terms Agreement]


SCHEDULE I

UNDERWRITERS

$750,000,000 Principal Amount of Card series Class A(2007-3) Notes

 

Underwriters

  

Principal

Amount

Barclays Capital Inc.

   $ 107,145,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

     107,145,000

BMO Capital Markets Corp.

     107,142,000

Citigroup Global Markets Inc.

     107,142,000

Goldman, Sachs & Co.

     107,142,000

J.P. Morgan Securities Inc.

     107,142,000

SG Americas Securities, LLC

     107,142,000

Total

   $ 750,000,000