Terms Agreement for Capital One Auto Finance Trust 2006-A Asset Backed Notes between Capital One Auto Receivables, LLC, Capital One Auto Finance, Inc., and Underwriters
This agreement sets the terms for the sale and underwriting of asset-backed notes issued by Capital One Auto Finance Trust 2006-A. The parties include Capital One Auto Receivables, LLC (the seller), Capital One Auto Finance, Inc., and a group of underwriters led by Wachovia Capital Markets, LLC and Banc of America Securities LLC. The agreement details the classes of notes, interest rates, payment schedules, purchase prices, underwriting discounts, and the responsibilities of each underwriter. The closing date for the transaction is May 4, 2006.
EXHIBIT 1.2
CAPITAL ONE AUTO FINANCE TRUST 2006-A
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: April 25, 2006
| To: | CAPITAL ONE AUTO FINANCE, INC. |
| CAPITAL ONE AUTO RECEIVABLES, LLC |
| Re: | Underwriting Agreement, dated April 21, 2006 |
| 1. | Terms of the Notes |
| Class | Initial Note Balance | Interest Rate | Final Scheduled Payment Date | ||||
| Class A-1 Notes | $ | 563,000,000 | 5.11738% | May 2007 Payment Date | |||
| Class A-2 Notes | $ | 708,000,000 | 5.31% | May 2009 Payment Date | |||
| Class A-3 Notes | $ | 764,000,000 | 5.33% | November 2010 Payment Date | |||
| Class A-4 Notes | $ | 715,000,000 | LIBOR + 0.01% | December 2012 Payment Date | |||
| 2. | Underwriters |
The Underwriters named below 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.
Banc of America Securities LLC
Wachovia Capital Markets, LLC
ABN AMRO Incorporated
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
| 3. | Ratings |
| Class | Rating Agency | |||||
| Standard & Poor’s | Moody’s | Fitch | ||||
| A-1 | A-1+ | Prime-1 | F1+ | |||
| A-2 | AAA | Aaa | AAA | |||
| A-3 | AAA | Aaa | AAA | |||
| A-4 | AAA | Aaa | AAA | |||
| 4. | Underwriting Liability |
| Underwriting Liability | Class A-1 | Class A-2 | Class A-3 | Class A-4 | ||||||||
| Banc of America Securities LLC | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Wachovia Capital Markets, LLC | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| ABN AMRO Incorporated | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Barclays Capital Inc. | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Citigroup Global Markets Inc. | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Deutsche Bank Securities Inc. | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Morgan Stanley & Co. Incorporated | $ | 70,375,000 | $ | 88,500,000 | $ | 95,500,000 | $ | 89,375,000 | ||||
| Total Amount | $ | 563,000,000 | $ | 708,000,000 | $ | 764,000,000 | $ | 715,000,000 | ||||
| 5. | Purchase Price, Discounts and Concessions |
| Class A-1 | Class A-2 | Class A-3 | Class A-4 | |||||
| Gross Purchase Price | 100.000000% | 99.991429% | 99.993092% | 100.000000% | ||||
| Underwriting Discount | 0.115% | 0.175% | 0.220% | 0.240% | ||||
| Net Purchase Price | 99.885000% | 99.816429% | 99.773092% | 99.760000% | ||||
| Maximum Dealer Selling Concessions | 0.0690% | 0.1050% | 0.1320% | 0.1440% | ||||
| Maximum Dealer Reallowance Discounts | 0.0345% | 0.0525% | 0.0660% | 0.0720% |
| 6. | Time of Sale |
12:00 p.m. (Eastern Time) (U.S.) on April 25, 2006 (the time the first Contract of Sale was entered into as designated by the Representatives.)
| 7. | Closing Date |
Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Seller and COAF hereby agree that the Closing Date shall be May 4, 2006, 10:00 a.m., New York City time.
The Underwriters agree, severally and not jointly, to purchase the Notes subject to the terms and provisions of this Terms Agreement and the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof.
| WACHOVIA CAPITAL MARKETS, LLC | ||
| By | /s/ Steven J. Ellis | |
| Name: | Steven J. Ellis | |
| Title: | Director | |
| BANC OF AMERICA SECURITIES LLC | ||
| By | /s/ Michael T. Brown | |
| Name: | Michael T. Brown | |
| Title: | Principal | |
For themselves and as representatives of the other several Underwriters named in this Terms Agreement.
Accepted and Agreed:
| CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller | ||
| By | /s/ Al Ciafre | |
| Name | Al Ciafre | |
| Title: | Assistant Vice President | |
| CAPITAL ONE AUTO FINANCE, INC. | ||
| By | /s/ Jerry Hamstead | |
| Name: | Jerry Hamstead | |
| Title: | Assistant Vice President | |
