EXHIBIT 1.2
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
CARD SERIES CLASS A(2014-5)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: October 6, 2014
| To: | CAPITAL ONE MULTI-ASSET EXECUTION TRUST |
CAPITAL ONE FUNDING, LLC
| Re: | Underwriting Agreement dated October 6, 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) | ||||||
| $1,300,000,000 | 1.48% | 99.97324% | ||||||
| (1) | Plus accrued interest, if any, at the applicable rate from October 14, 2014 |
Interest Payment Dates:
The 15th day of each calendar month (or, if not a business day, the next succeeding business day), commencing November 17, 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(2014-5) Terms Document, dated as of October 14, 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 99.72324% 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 | ||||||
| 0.250% | not in excess of 0.1500% | not in excess of 0.0750% | ||||||
Reimbursement of Expenses:
The Underwriters shall reimburse the Company for an amount not to exceed $0.00 for application towards expenses.
Time of Sale: 4:17 p.m. (Eastern Time (U.S.)) on October 6, 2014 (the time the first contract of sale was entered into as designated by the Representatives).
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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 October 14, 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:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
as a Representative of the Underwriters named in Schedule I hereto
One Bryant Park
New York, New York 10036
J.P. Morgan Securities LLC
as a Representative of the Underwriters named in Schedule I hereto
383 Madison Avenue
New York, New York 10179
RBC Capital Markets, LLC
as a Representative of the Underwriters named in Schedule I hereto
Three World Financial Center
200 Vesey Street
New York, New York 10281
Wells Fargo Securities, LLC
as a Representative of the Underwriters named in Schedule I hereto
550 S. Tryon Street, 5th Floor
Charlotte, North Carolina 28202
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
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a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.
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| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Representative of the Underwriters named on Schedule I hereto | ||||
| By: | /s/ William A. Glenn | |||
| Name: | William A. Glenn | |||
| Title: | Managing 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 | |||
| RBC CAPITAL MARKETS, LLC, as Representative of the Underwriters named on Schedule I hereto | ||||
| By: | /s/ Keith L. Helwig | |||
| Name: | Keith L. Helwig | |||
| Title: | Authorized Signatory | |||
| 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(2014-5) 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/ Daniel H. Rosen | |||
| Name: | Daniel H. Rosen | |||
| Title: | Managing Vice President, Treasury | |||
COMET Class A(2014-5) Terms Agreement
S-2
SCHEDULE I
Card series Class A(2014-5) Notes
Underwriters | Principal Amount | |||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 292,500,000 | ||
J.P. Morgan Securities LLC | $ | 292,500,000 | ||
RBC Capital Markets, LLC | $ | 292,500,000 | ||
Wells Fargo Securities, LLC | $ | 292,500,000 | ||
Credit Suisse Securities (USA) LLC | $ | 97,500,000 | ||
Mischler Financial Group, Inc. | $ | 16,250,000 | ||
The Williams Capital Group, L.P. | $ | 16,250,000 | ||
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Total: | $ | 1,300,000,000 | ||