Terms Agreement

CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2018-2) ASSET BACKED NOTES TERMS AGREEMENT

Exhibit 1.2.2

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES CLASS A(2018-2)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: May 9, 2018

 

To: CAPITAL ONE MULTI-ASSET EXECUTION TRUST
     CAPITAL ONE FUNDING, LLC

 

Re: Underwriting Agreement dated May 9, 2018, relating to Class A(2018-2)

Series Designation:    Card series

Registration Statement:    Nos. 333-206860, 333-206860-01 and 333-206860-02

Terms of the Notes:

 

Initial

Principal Amount

 

Interest

Rate or Formula

 

Price to

Public (1)

$400,000,000

  1-month LIBOR + 0.35%   100.00000%

 

(1)  Plus accrued interest, if any, at the applicable rate from May 16, 2018

Interest Payment Dates:

The 15th day of each calendar month (or, if not a business day, the next succeeding business day), commencing June 2018.

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 March 17, 2016, 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 and restated as of March 17, 2016, between the Issuer and the Indenture Trustee.

Terms Document: The Class A(2018-2) Terms Document, dated as of May 16, 2018.

Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007, and March 17, 2016 and as amended by the First Amendment thereto, dated as of January 27, 2017, 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 99.72500% 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

0.27500%

  not in excess of 0.16500%   not in excess of 0.08250%

Reimbursement of Expenses:

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

Time of Sale: 2:08 p.m. (Eastern Time (U.S.)) on May 9, 2018 (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 May 16, 2018, 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:

RBC Capital Markets, LLC

as an Underwriter and 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 an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

550 South Tryon Street

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 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


RBC CAPITAL MARKETS, LLC,

as an Underwriter and as a 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 an Underwriter and as a Representative of the Underwriters named on Schedule I hereto

By:  

/s/ Brian Grushkin

  Name:   Brian Grushkin
  Title:   Director

 

 

COMET Class A(2018-2) 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 and as Company

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

 

COMET Class A(2018-2) Terms Agreement

S-2


SCHEDULE I

Card series Class A(2018-2) Notes

 

Underwriters

   Principal Amount  

RBC Capital Markets, LLC

   $ 180,000,000  

Wells Fargo Securities, LLC

   $ 180,000,000  

Academy Securities, Inc.

   $ 10,000,000  

Capital One Securities, Inc.

   $ 10,000,000  

Credit Suisse Securities (USA) LLC

   $ 10,000,000  

J.P. Morgan Securities LLC

   $ 10,000,000  
  

 

 

 

Total:

   $ 400,000,000