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Exhibit 1
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EXHIBIT 1
REGISTERED $975,000,000/1/
No. R-__ CUSIP No. 14040KBK3
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
CAPITAL ONE MASTER TRUST
Series 2000-4
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The October 2005 Distribution Date
Each $1,000 minimum denomination represents a
1/975,000 undivided interest
in certain assets of the
CAPITAL ONE MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts by
CAPITAL ONE BANK
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of Capital One Bank,
any Additional Seller or any affiliate thereof)
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of a fractional undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of September 30, 1993 (as amended and
_____________________
/1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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supplemented, the "Agreement"), as supplemented by the Series 2000-4 Supplement,
dated as of October 26, 2000 (as amended and supplemented, the "Series
Supplement"), between Capital One Bank, as Seller and Servicer, and The Bank of
New York, a New York banking corporation, as trustee (the "Trustee"). The corpus
of the Trust consists of (i) a portfolio of all receivables (the "Receivables")
existing in the consumer revolving credit card accounts and other consumer
revolving credit accounts identified under the Agreement from time to time (the
"Accounts"), (ii) all Receivables generated under the Accounts from time to time
thereafter, (iii) funds collected or to be collected from accountholders in
respect of the Receivables, (iv) all funds which are from time to time on
deposit in the Collection Account and in the Series Accounts, (v) an interest in
any Funds Collateral (as defined in the Agreement) relating to secured accounts,
(vi) the benefits of any Series Enhancement and (vii) all other assets and
interests constituting the Trust. The Holder of this Class A Certificate is
entitled to the benefit of any Series Enhancement to the extent provided in the
Series Supplement. Although a summary of certain provisions of the Agreement and
the Series Supplement is set forth below and on the Summary of Terms and
Conditions attached hereto and made a part hereof, this Class A Certificate does
not purport to summarize the Agreement and the Series Supplement and reference
is made to the Agreement and the Series Supplement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. In the event of
any conflict between this Class A Certificate and the Series Supplement or the
Agreement, the Series Supplement or the Agreement, as the case may be, shall
control. A copy of the Agreement and the Series Supplement (without schedules)
may be requested from the Trustee by writing to the Trustee at the Corporate
Trust Office. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Agreement or the Series
Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Class A Certificateholder by virtue of the acceptance hereof assents
and is bound.
It is the intent of the Seller and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Seller secured by the
Receivables. The Class A Certificateholder, by the acceptance of this Class A
Certificate, agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Seller.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the October 2005 Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If for one
or more months during the Accumulation Period there are not sufficient funds to
pay the Controlled Deposit Amount, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Class A Certificates will occur later than the Expected Final Payment Date.
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Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series Supplement or
be valid for any purpose.
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IN WITNESS WHEREOF, the Seller has caused this Class A Certificate to
be duly executed.
CAPITAL ONE BANK
By: __________________________
Name:
Title:
Dated: October 26, 2000
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-
mentioned Agreement and Series Supplement.
THE BANK OF NEW YORK,
as Trustee
By: _________________________
Authorized Officer
or
By: ________________________
as Authenticating Agent
for the Trustee
By: _________________________
Authorized Officer
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CAPITAL ONE MASTER TRUST
SERIES 2000-4
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class A Certificate is one
of a Series of Investor Certificates entitled "Capital One Master Trust, Series
2000-4." The Series 2000-4 Certificates are being issued in two Classes, the
first of which is known as the "Class A Floating Rate Asset Backed Certificates,
Series 2000-4" (the "Class A Certificates") and the second Class is known as the
"Class B Floating Rate Asset Backed Certificates, Series 2000-4" (the "Class B
Certificates"). In addition, as part of Series 2000-4, the Trust is creating a
third Class of uncertificated interest in the Trust which uncertificated
interest, except as expressly provided in the Series Supplement, is deemed to be
an "Investor Certificate" and is known as the "Collateral Interest, Series 2000-
4" (the "Collateral Interest"). This Class A Certificate represents a fractional
undivided interest in certain assets of the Trust. The Trust Assets are
allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Seller's
Interest. The aggregate interest represented by the Class A Certificates at any
time in the Principal Receivables in the Trust shall not exceed an amount equal
to the Class A Invested Amount at such time. The Class A Initial Invested Amount
is $975,000,000. The Class A Invested Amount on any date of determination will
be an amount equal to (a) the Class A Initial Invested Amount, minus (b) the
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aggregate amount of principal payments made to the Class A Certificateholders on
or prior to such date, minus (c) the excess, if any, of the aggregate amount of
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Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate
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amount of Class A Investor Charge-Offs reimbursed pursuant to subsection 4.06(a)
of the Series Supplement prior to such date. Also, Capital One Bank has received
an adjustment to the Seller's Interest on the date hereof.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Payment Date, the Paying Agent shall distribute to each Class
A Certificateholder of record on the last day of the preceding calendar month
(each, a "Record Date") such Class A Certificateholder's pro rata share of such
amounts (including amounts on deposit in the Collection Account and the
Principal Funding Account) as are payable to the Class A Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with respect
to this Class A Certificate will be made by the Paying Agent by check mailed to
the address of the Class A Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Class A
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class A Certificate), except that with respect
to
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Class A Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Final payment of this Class A Certificate will be made only
upon presentation and surrender of this Class A Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee to
the Class A Certificateholders in accordance with the Agreement and the Series
Supplement.
On any day occurring on or after the day on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, the Seller has the
option to repurchase the Certificateholders' Interest in the Trust. The
repurchase price will be equal to (a) if such day is a Distribution Date, the
Reassignment Amount for such Distribution Date or (b) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day. Following the deposit of the Reassignment Amount in the Collection
Account, Class A Certificateholders, the Class B Certificateholders and the
Collateral Interest Holder will not have any interest in the Receivables and the
Class A Certificates will represent only the right to receive such Reassignment
Amount.
This Class A Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer or any affiliate of any of them and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class A Certificate is limited in
right of payment to certain Collections with respect to the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Seller, the Servicer and the Trustee without Certificateholder
consent. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under the
Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
by the Servicer, the Seller and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66 2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; provided,
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however, that no such amendment shall (i) reduce in any manner the amount of or
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delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Investor
Certificateholder, (ii) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (iii) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (iv) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66 2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or Class. The
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's rights,
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duties or immunities under the Agreement or otherwise.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
________________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _____________________*
Signature Guaranteed:
____________________________
_____________________________
*NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
