exv10w5



 






Exhibit
10.5



EXECUTION
COPY


 

 

 




AMENDED AND RESTATED

ADMINISTRATION AGREEMENT




AMONG




VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST,




as Issuer




AND




VW CREDIT, INC.,




as Administrator




AND




JPMORGAN CHASE BANK, N.A.,




as Indenture Trustee




DATED AS OF August 11, 2005






 

 


Administration Agreement






 









 












               THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT (as amended, supplemented or modified from
time to time, this “Agreement”) is dated as of August 11, 2005, among VOLKSWAGEN CREDIT
AUTO MASTER OWNER TRUST, a Delaware statutory trust (the “Issuer”), VW CREDIT, INC., a
Delaware corporation, as administrator (the “Administrator”), and JPMORGAN CHASE BANK,
N.A., a national banking association (as successor in interest to Bank One, National Association),
not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).



W I T N E S S E T H :




               WHEREAS, the Issuer, the Administrator and the Indenture Trustee are parties to that certain
Administration Agreement dated as of August 10, 2000 (the “Existing Agreement”);



               WHEREAS, the Transferor holds a Residual Interest in the Trust pursuant to the Trust
Agreement;



               WHEREAS, pursuant to the Basic Documents, the Issuer and The Bank of New York (Delaware), as
Owner Trustee, are required to perform certain duties in connection with (i) the Notes, (ii) the
Collateral and (iii) the Residual Interest;



               WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee referred to in the preceding clause, and to provide
such additional services consistent with the terms of this Agreement and the Basic Documents as the
Issuer and the Owner Trustee may from time to time request;



               WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein; and



               WHEREAS, the parties hereto desire to amend the Existing Agreement, and to restate it in its
entirety.



               NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the Existing Agreement is hereby amended and restated in its entirety as follows:



               1. Certain Definitions. Certain capitalized terms used in this Agreement are defined
in and shall have the respective meanings assigned to them in Part I of Appendix A
to the Amended and Restated Trust Sale and Servicing Agreement dated as of August 11, 2005 among
the Issuer, the Transferor and the Servicer (as amended, modified or supplemented from time to
time, the “Trust Sale and Servicing Agreement”). The rules of construction set forth in
Part II of Appendix A to the Trust Sale and Servicing Agreement shall be applicable
to this Agreement. All references herein to Sections are to Sections of this Agreement unless
otherwise specified.



Administration Agreement





 









 









	 	2.	 	Duties of the Administrator.






	(a)	 	 	            Duties with Respect to the Basic Documents.






	 	(i)	 	The Administrator shall perform all of its duties as
Administrator under this Agreement and the other Basic Documents and the duties
and obligations of the Issuer and the Owner Trustee (in its capacity as owner
trustee) under the Basic Documents; provided, however, except as otherwise
provided in the Basic Documents, that the Administrator shall have no
obligation to make any payment required to be made by the Issuer under any
Basic Document. In addition, the Administrator shall consult with the Issuer
and the Owner Trustee regarding its duties and obligations under the Basic
Documents. The Administrator shall monitor the performance of the Issuer and
the Owner Trustee and shall advise the Issuer and the Owner Trustee when action
is necessary to comply with the Issuer’s and the Owner Trustee’s duties and
obligations under the Basic Documents. The Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or the Owner
Trustee or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, tax returns, instruments, certificates, notices
and opinions as it shall be the duty of the Issuer or the Owner Trustee (in its
capacity as owner trustee) to prepare, file or deliver pursuant to the Basic
Documents. In furtherance of the foregoing, the Administrator shall take all
appropriate action that is the duty of the Issuer or the Owner Trustee (in its
capacity as owner trustee) to take pursuant to the Basic Documents, and shall
prepare and execute on behalf of the Issuer or the Owner Trustee all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Basic Documents or otherwise by law and at the request of the
Owner Trustee shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject
to Section 7 of this Agreement, and in accordance with the directions
of the Owner Trustee, the Administrator shall administer, perform or supervise
the performance of such other activities in connection with the Collateral
(including the Basic Documents) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee and are
reasonably within the capability of the Administrator. The Administrator shall
send a copy to the Owner Trustee of all such documents, filings, tax returns,
instruments, certificates, notices or opinions which the Administrator is
required to prepare, file or deliver hereunder on behalf of the Issuer.
	 
	 	(ii)	 	The Administrator shall perform the duties of the Administrator
specified in Section 6.10 of the Trust Agreement required to be performed in
connection with the resignation or removal of the Owner Trustee, and any





Administration Agreement




2









 









	 	 	 	other duties expressly required to be performed by the Administrator under
the Trust Agreement.






	(b)	 	 	            
   No Action by Administrator. Notwithstanding anything to the contrary
in the Agreement, the Administrator shall not be obligated to take, and shall not take,
any action that the Issuer directs the Administrator not to take nor which would result
in a violation or breach of the Issuer’s covenants, agreements or obligations under any
of the Basic Documents.
	 
	(c)	 	 	            
    Non-Ministerial Matters; Exceptions to Administrator Duties.






	 	(i)	 	Notwithstanding anything to the contrary in this Agreement,
with respect to matters that in the reasonable judgment of the Administrator
are non-ministerial, the Administrator shall not take any action unless, within
a reasonable time before the taking of such action, the Administrator shall
have notified the Issuer of the proposed action and the Issuer shall not have
withheld consent or provided an alternative direction. For the purpose of the
preceding sentence, “non-ministerial matters” shall include, without
limitation:






	 	(A)	 	the amendment of or any supplement to the
Indenture (other than pursuant to or in connection with a Series
Supplement);
	 
	 	(B)	 	the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit brought by or
against the Issuer;
	 
	 	(C)	 	the amendment, change or modification of any of
the Basic Documents;
	 
	 	(D)	 	the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to
the Indenture or the appointment of successor Administrators or
successor Servicers, or the consent to the assignment by the Note
Registrar, Paying Agent or Indenture Trustee of its obligations under
the Indenture; and
	 
	 	(E)	 	the removal of the Indenture Trustee.






	 	(ii)	 	Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments
to the Noteholders under the Basic Documents, (y) except as explicitly provided
in the Basic Documents, sell the Trust Estate pursuant to the Basic Documents
or (z) take any other action that the Issuer directs the Administrator not to
take on its behalf.





Administration Agreement




3









 








               3. Successor Servicer and Administrator. The Issuer shall undertake, as promptly as
possible after the giving of notice of termination to the Servicer of the Servicer’s rights and
powers pursuant to Section 7.1 of the Trust Sale and Servicing Agreement, to enforce the
provisions of Sections 7.1 and 7.2 of the Trust Sale and Servicing Agreement with
respect to the appointment of a successor Servicer. Such successor Servicer shall, upon compliance
with Sections 10(e)(ii) and (iii) hereof, become the successor Administrator
hereunder.



               4. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer and the Transferor at any time during normal business hours.



               5. Compensation. As compensation for the performance of the Administrator’s
obligations under this Agreement and as reimbursement for its expenses related thereto, the
Servicer shall pay the Administrator a monthly fee in the amount of $125.



               6. Additional Information To Be Furnished to the Issuer. The Administrator shall
furnish to the Issuer from time to time such additional information regarding the Collateral as the
Issuer shall reasonably request.



               7. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have
no authority to represent the Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Issuer or the Owner Trustee.



               8. No Joint Venture. Nothing contained in this Agreement (a) shall constitute the
Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate entity, (b) shall be
construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or liability on behalf of
the others.



               9. Other Activities of Administrator. Nothing herein shall prevent the Administrator
or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other Person or entity even though such Person or
entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the
Indenture Trustee.



               10. Term of Agreement, Resignation and Removal of Administrator.




	(a)	 	 	            
    This Agreement shall continue in force until the dissolution of the Issuer,
upon which event this Agreement shall automatically terminate.





Administration Agreement




4









 









	(b)	 	 	               Subject to Sections 10(e) and 10(f), the Administrator may
resign its duties hereunder by providing the Issuer with at least 60 days’ prior
written notice.
	 
	(c)	 	 	            Subject to Sections 10(e) and 10(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60 days’ prior
written notice.
	 
	(d)	 	 	            The occurrence of any one of the following events (each, an “Administrator
Replacement Event”) shall also entitle the Issuer, subject to Section 23
hereof, to terminate and replace the Administrator:






	 	(i)	 	any failure by the Administrator to deliver or cause to be
delivered any required payment to the Indenture Trustee for distribution to the
Noteholders of any Outstanding Series, which failure continues unremedied for
ten business days after discovery thereof by a Responsible Officer of the
Administrator or receipt by the Administrator of written notice thereof from
the Indenture Trustee or Noteholders evidencing at least a majority of the
aggregate principal amount of the related Outstanding Notes, voting together as
a single class;
	 
	 	(ii)	 	any failure by the Administrator to duly observe or perform in
any material respect any other of its covenants or agreements in this
Agreement, which failure materially and adversely affects the rights of the
Issuer or the Noteholders of any Outstanding Series, and which continues
unremedied for 90 days after discovery thereof by a Responsible Officer of the
Administrator or receipt by the Administrator of written notice thereof from
the Indenture Trustee or Noteholders evidencing at least a majority of the
aggregate principal amount of the related Outstanding Notes, voting together as
a single class;
	 
	 	(iii)	 	any representation or warranty of the Administrator made in
any Basic Document to which the Administrator is a party or by which it is
bound or any certificate delivered pursuant to this Agreement proves to have
been incorrect in any material respect when made, which failure materially and
adversely affects the rights of the Issuer or the Noteholders of any
Outstanding Series, and which failure continues unremedied for 90 days after
discovery thereof by a Responsible Officer of the Administrator or receipt by
the Administrator of written notice thereof from the Indenture Trustee or
Noteholders evidencing at least a majority of the aggregate principal amount of
the related Outstanding Notes, voting together as a single class (it being
understood that any repurchase of a Receivable by VCI pursuant to Section
2.2 of the Receivables Purchase Agreement shall be deemed to remedy any
incorrect representation or warranty with respect to such Receivable); or





Administration Agreement




5









 









	 	(iv)	 	the Administrator suffers a Bankruptcy Event;






	 	 	 	provided, however, that a delay in or failure of performance referred to under
clauses (i), (ii) or (iii) above for a period of 150 days will not constitute an
Administrator Replacement Event if such delay or failure was caused by force majeure
or other similar occurrence.






	 	(e)	 	If an Administrator Replacement Event shall have occurred, the Issuer may,
subject to Section 23 hereof, by notice given to the Administrator and the
Owner Trustee, terminate all or a portion of the rights and powers of the Administrator
under this Agreement, including the rights of the Administrator to receive the annual
fee for services hereunder for all periods following such termination; provided,
however, that such termination shall not become effective until such time as the
Issuer, subject to Section 23 hereof, shall have appointed a successor
Administrator in the manner set forth below. Upon any such termination, all rights,
powers, duties and responsibilities of the Administrator under this Agreement shall
vest in and be assumed by any successor Administrator appointed by the Issuer, subject
to Section 23 hereof, pursuant to a management agreement between the Issuer and
such successor Administrator, containing substantially the same provisions as this
Agreement (including with respect to the compensation of such successor Administrator),
and the successor Administrator is hereby irrevocably authorized and empowered to
execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise,
all documents and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect such vesting and assumption. Further, in such
event, the Administrator shall use its commercially reasonable efforts to effect the
orderly and efficient transfer of the administration of the Issuer to the new
Administrator.
	 
	 	(f)	 	The Issuer, subject to Section 23 hereof, may waive in writing any
Administrator Replacement Event by the Administrator in the performance of its
obligations hereunder and its consequences. Upon any such waiver of a past
Administrator Replacement Event, such Administrator Replacement Event shall cease to
exist, and any Administrator Replacement Event arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall extend to
any subsequent or other Administrator Replacement Event or impair any right consequent
thereon.
	 
	 	(g)	 	A copy of any notice delivered to the Issuer or the Administrator pursuant to
this Section 10 shall be provided to each Rating Agency by the party delivering such
notice.





               11. Action upon Termination, Resignation or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 10, or the resignation or removal of
the Administrator pursuant to Section 10, the Administrator shall be entitled to be



Administration Agreement




6









 







paid all fees and reimbursable expenses accruing to it to the effective date of such
termination, resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 10(a) deliver to the Issuer all property and documents of or relating
to the Collateral then in the custody of the Administrator. In the event of the resignation or
removal of the Administrator pursuant to Section 10(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.




               12. Notices. All demands, notices and communications upon or to the Issuer, the Owner
Trustee, the Administrator or the Indenture Trustee shall be delivered as specified in Appendix
B of the Trust Sale and Servicing Agreement.



               13. Amendments.




	 	(a)	 	Any term or provision of this Agreement may be amended by the Administrator
without the consent of the Indenture Trustee, any Noteholder, any Enhancement Provider,
the Issuer or any other Person; provided that (i) with respect to each Outstanding
Series, either (A) any amendment that materially and adversely affects the interests of
the Noteholders of such Outstanding Series shall require the consent of Noteholders
evidencing not less than a majority of the aggregate outstanding principal amount of
the Notes of such Outstanding Series or (B) such amendment shall not, as evidenced by
an Officer’s Certificate of the Administrator delivered to the Indenture Trustee, the
Owner Trustee, and the Issuer, materially and adversely affect the interests of the
Noteholders of such Outstanding Series and (ii) any amendment that materially and
adversely affects the interests of the Residual Interestholder, the Indenture Trustee,
any Enhancement Provider or the Owner Trustee shall require the prior written consent
of the Persons whose interests are materially and adversely affected. The consent of
the Residual Interestholder, any Enhancement Provider or the Indenture Trustee shall be
deemed to have been given if the Servicer does not receive a written objection from
such Person within 10 Business Days after a written request for such consent shall have
been given.
	 
	 	(b)	 	It shall not be necessary for the consent of any Person pursuant to this
Section for such Person to approve the particular form of any proposed amendment, but
it shall be sufficient if such Person consents to the substance thereof.
	 
	 	(c)	 	Notwithstanding anything herein to the contrary, any term or provision of this
Agreement may be amended by the parties hereto without the consent of any of the
Noteholders of any Outstanding Series or any other Person to add, modify or eliminate
any provisions as may be necessary or advisable in order to comply with or obtain more
favorable treatment under or with respect to any law or regulation or any accounting
rule or principle (whether now or in the future in





Administration Agreement




7









 









	 	 	 	effect); it being a condition to any such amendment that the Rating Agency Condition
shall have been satisfied.
	 
	 	(d)	 	Prior to the execution of any amendment to this Agreement, the Administrator
shall provide each Rating Agency with written notice of the substance of such
amendment. No later than 10 Business Days after the execution of any amendment to this
Agreement, the Administrator shall furnish a copy of such amendment to each Rating
Agency, the Issuer, the Owner Trustee, any Enhancement Provider and the Indenture
Trustee.
	 
	 	(e)	 	The Owner Trustee and the Indenture Trustee may, but shall not be obligated to,
enter into any such amendment which adversely affects the Owner Trustee’s or the
Indenture Trustee’s, as applicable, own rights, duties or immunities under this
Agreement.





               14. Successors and Assigns. This Agreement may not be assigned by the Administrator
unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee
and subject to the satisfaction of the Rating Agency Condition for each then outstanding series of
Notes in respect thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the
parties hereto.



               15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS OR ANY OTHER JURISDICTION’S CONFLICT OF LAW
PROVISIONS, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



               16. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not define or limit any of the terms or provisions hereof.



               17. Separate Counterparts. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.



               18. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Notes or the rights of the
Holders thereof.



Administration Agreement




8









 








               19. Not Applicable to VCI in Other Capacities. Nothing in this Agreement shall affect
any obligation VCI may have in any other capacity.



               20. Limitation of Liability of Owner Trustee and Indenture Trustee.




	(a)	 	 	          Notwithstanding anything contained herein to the contrary, this instrument has
been executed by The Bank of New York (Delaware), not in its individual capacity but
solely as Owner Trustee and in no event shall The Bank of New York (Delaware) have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had solely
to the assets of the Issuer. For all purposes of this Agreement, in the performance of
any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject
to, and entitled to the benefits of, the terms and provisions of Article VI of the
Trust Agreement.
	 
	(b)	 	 	          Notwithstanding anything contained herein to the contrary, this Agreement has
been executed by JPMorgan Chase Bank, N.A., not in its individual capacity but solely
in its capacity as Indenture Trustee and in no event shall JPMorgan Chase Bank, N.A.
have any liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had solely
to the assets of the Issuer.





               21. Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary to this
Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto.



     22. Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and
unconditionally:




	(a)	 	 	          submits for itself and its property in any legal action or proceeding relating
to this Agreement, any documents executed and delivered in connection herewith or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive
general jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts from any
thereof;
	 
	(b)	 	 	          consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
	 
	(c)	 	 	          agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such Person at its address





Administration Agreement




9









 









	 	 	 	determined in accordance with Appendix B to the Trust Sale and Servicing
Agreement; and






	(d)	 	        agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction.





               23. Assignment. Each party hereto hereby acknowledges and consents to the mortgage,
pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant
to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights under this
Agreement. In addition, the Administrator hereby acknowledges and agrees that for so long as any
Notes are outstanding, the Indenture Trustee will have the right to exercise all waivers and
consents, rights, remedies, powers, privileges and claims of the Issuer under this Agreement.



               24. Nonpetition Covenant. With respect to the Transferor and the Issuer (each a
“Bankruptcy Remote Party”), each party hereto agrees that, prior to the date which is one
year and one day after payment in full of all obligations under each Financing (i) no party hereto
shall authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary
case or other proceeding seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote
Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of
any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the
parties hereto shall commence or join with any other Person in commencing any proceeding against
such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or
statute now or hereafter in effect in any jurisdiction. Each of the parties hereto agrees that,
prior to the date which is one year and one day after the payment in full of all obligations under
each Financing, it will not institute against, or join any other Person in instituting against, any
Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or similar proceeding under the laws of the United States or any State of
the United States.



[signature page to follow]




Administration Agreement




10









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	VOLKSWAGEN CREDIT AUTO MASTER

OWNER TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	The Bank of New York (Delaware), not in its
individual capacity, but solely as Owner Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kristine K. Gullo
 

	 	 
	 	 	Name: Kristine K. Gullo	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James P. Bowden	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James P. Bowden	 	 
	 	 	Title: Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VW CREDIT, INC., as Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Schulz	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Schulz	 	 
	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ LeSha Thorpe	 	 
	 

	 	 	 	 	 	 
	 	 	Name: LeSha Thorpe	 	 
	 	 	Title: Assistant Treasurer	 	 






Administration Agreement