CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2014-3) ASSET BACKED NOTES TERMS AGREEMENT

Contract Categories: Business Finance - Note Agreements
EX-1.2.2 5 d709961dex122.htm EX-1.2.2 EX-1.2.2

Exhibit 1.2.2

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES CLASS A(2014-3)

ASSET BACKED NOTES

TERMS AGREEMENT

 

     Dated: April 3, 2014
To: CAPITAL ONE MULTI-ASSET EXECUTION TRUST
     CAPITAL ONE FUNDING, LLC

 

Re: Underwriting Agreement dated April 3, 2014

Series Designation: Card series

Registration Statement: Nos. 333-189293, 333-189293-01 and 333-189293-02

Terms of the Notes:

 

     

—Initial

Principal Amount

  

—Interest

Rate or Formula

  

—Price to

Public (1)

   $450,000,000    1-month LIBOR + 0.38%    100.00000%

 

(1) Plus accrued interest, if any, at the applicable rate from April 10, 2014

Interest Payment Dates:

The 15th day of each calendar month (or, if not a business day, the next succeeding business day), commencing May 15, 2014.

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.

Owner Trustee: Deutsche Bank Trust Company Delaware.

Indenture Trustee: The Bank of New York Mellon.


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, as issuer (the “Issuer”), and the 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, as amended by the First Amendment thereto, dated as of March 1, 2008, between the Issuer and the Indenture Trustee.

Terms Document: The Class A(2014-3) Terms Document, dated as of April 10, 2014.

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, as further amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of July 15, 2010, among Capital One Funding, LLC, as transferor, Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee for the Capital One Master Trust.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.725% 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

0.275%    not in excess of 0.165%    not in excess of 0.0825%

Reimbursement of Expenses:

The Underwriters shall reimburse the Company for an amount not to exceed $0.00 for application towards expenses.

Time of Sale: 4:40 p.m. (Eastern Time (U.S.)) on April 3, 2014 (the time the first contract of sale was entered into as designated by the Representatives).

 

2


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 April 10, 2014, 10:00 a.m., New York City time.

Location of Closing:

Chapman and Cutler LLP

1717 Rhode Island Avenue N.W.

Washington, DC 20036-3026

Address for Notice to Representatives:

Citigroup Global Markets Inc.

as a Representative of the Underwriters named in Schedule I hereto

390 Greenwich Street

New York, New York 10013

J.P. Morgan Securities LLC

as a Representative of the Underwriters named in Schedule I hereto

383 Madison Avenue

New York, New York 10179

Wells Fargo Securities, LLC

as a Representative of the Underwriters named in Schedule I hereto

375 Park Avenue

New York, New York 10152

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).

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.

 

3


CITIGROUP GLOBAL MARKETS INC., as Representative of the Underwriters named on Schedule I hereto
By:  

/s/ Kevin Lundquist

  Name:   Kevin Lundquist
  Title:   Director
J.P. MORGAN SECURITIES LLC, as Representative of the Underwriters named on Schedule I hereto
By:  

/s/ Alexander D. Wiener

  Name:   Alexander D. Wiener
  Title:   Executive Director
WELLS FARGO SECURITIES, LLC, as Representative of the Underwriters named on Schedule I hereto
By:  

/s/ Branden Avishar

  Name:   Branden Avishar
  Title:   Director

COMET Class A(2014-3) Terms Agreement

 

S-1


Accepted:
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
By:  

Capital One Funding, LLC, not in its individual

capacity but solely as Beneficiary on behalf of the Issuer

By:  

/s/ Eric D. Bauder

  Name:   Eric D. Bauder
  Title:   Assistant Vice President
CAPITAL ONE FUNDING, LLC
  as Transferor
By:  

/s/ Franco E. Harris

  Name:   Franco E. Harris
  Title:   Assistant Vice President
CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION
  as Seller
By:  

/s/ Simon P. Fairclough

  Name:   Simon P. Fairclough
  Title:   Vice President, Treasury

COMET Class A(2014-3) Terms Agreement

 

S-2


SCHEDULE I

Card series Class A(2014-3) Notes

 

Underwriters

   Principal Amount  

Citigroup Global Markets Inc.

   $ 135,000,000   

J.P. Morgan Securities LLC

   $ 135,000,000   

Wells Fargo Securities, LLC

   $ 135,000,000   

Credit Suisse Securities (USA) LLC

   $ 11,250,000   

Goldman, Sachs & Co.

   $ 11,250,000   

Merrill Lynch, Pierce, Fenner & Smith Incorporated

   $ 11,250,000   

RBC Capital Markets, LLC

   $ 11,250,000   
  

 

 

 

Total:

   $ 450,000,000