0001193125-08-046384 Sample Contracts

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO SERIES 2002-CC SUPPLEMENT
Series 2002-Cc Supplement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO SERIES 2002-CC SUPPLEMENT, dated as of March 1, 2008 (the “Amendment”) to and of the Series 2002-CC Supplement, dated as of October 9, 2002 (the “Supplement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), and THE BANK OF NEW YORK, a New York banking corporation, as the Trustee (the “Trustee”).

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CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO SERIES 2001-6 SUPPLEMENT TO POOLING AND SERVICING AGREEMENT
First Amendment to Series 2001-6 Supplement to Pooling and Servicing Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO SERIES 2001-6 SUPPLEMENT TO POOLING AND SERVICING AGREEMENT, dated as of March 1, 2008 (the “Amendment”) to the Series 2001-6 Supplement, dated as of September 12, 2001 (the “Supplement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), and THE BANK OF NEW YORK, a New York banking corporation, as the Trustee (the “Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 1, 2008 (the “Amendment”) to the Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2002, as amended and restated as of July 1, 2007 and as supplemented to March 1, 2008 (the “Agreement”), is entered into between CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPITAL ONE FUNDING, LLC
Limited Liability Company Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • Virginia

This FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 1, 2008 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement, dated as of July 31, 2002 (the “Agreement”), is entered into by CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), and Evelyn Echevarria, as Independent Director of Capital One Funding, LLC (the “Independent Director”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO SERIES 1998-1 SUPPLEMENT TO POOLING AND SERVICING AGREEMENT
First Amendment to Series 1998-1 Supplement to Pooling and Servicing Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO SERIES 1998-1 SUPPLEMENT TO POOLING AND SERVICING AGREEMENT, dated as of March 1, 2008 (the “Amendment”) to the Series 1998-1 Supplement, dated as of April 1, 1998 (the “Supplement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), and THE BANK OF NEW YORK, a New York banking corporation, as the Trustee (the “Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of March 1, 2008 (the “Amendment”) to and of 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 and July 1, 2007 (the “Agreement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), and THE BANK OF NEW YORK, a New York banking corporation, as the Trustee (the “Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of March 1, 2008 (the “Amendment”), to the Transfer and Administration Agreement, dated as of October 9, 2002 (the “Agreement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO SERIES 2002-1 SUPPLEMENT TO POOLING AND SERVICING AGREEMENT
First Amendment to Series 2002-1 Supplement to Pooling and Servicing Agreement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO SERIES 2002-1 SUPPLEMENT TO POOLING AND SERVICING AGREEMENT, dated as of March 1, 2008 (the “Amendment) to the Series 2002-1 Supplement, dated as of January 18, 2002 (the “Supplement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), and THE BANK OF NEW YORK, a New York banking corporation, as the Trustee (the “Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO CARD SERIES INDENTURE SUPPLEMENT
Card Series Indenture Supplement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO CARD SERIES INDENTURE SUPPLEMENT, dated as of March 1, 2008 (the “Amendment”) to the Card Series Indenture Supplement, dated as of October 9, 2002 (the “Indenture Supplement”), is entered into between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO INDENTURE
Indenture • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO INDENTURE, dated as of March 1, 2008 (the “Amendment”) to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 (the “Indenture”), is entered into between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

CAPITAL ONE MASTER TRUST FIRST AMENDMENT TO THE ASSET POOL 1 SUPPLEMENT
Asset Pool Supplement • March 4th, 2008 • Capital One Funding, LLC • Asset-backed securities • New York

This FIRST AMENDMENT TO THE ASSET POOL 1 SUPPLEMENT, dated as of March 1, 2008 (this “Amendment”) to the Asset Pool 1 Supplement, dated as of October 9, 2002 (the “Supplement”), is entered into between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

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