exv10w1



 






Exhibit 10.1

EXECUTION COPY




OMNIBUS AMENDMENT




     This OMNIBUS AMENDMENT is made as of August 11, 2005 (this “Amendment”) by VW Credit,
Inc., a Delaware corporation (the “Servicer” and “Administrator”), Volkswagen
Dealer Finance, LLC, a Delaware limited liability company (the “Transferor”), JPMorgan
Chase Bank, N.A., a national banking association (the “Indenture Trustee”), The Bank of New
York (Delaware), a Delaware banking corporation (the “Owner Trustee”), and Volkswagen
Credit Auto Master Owner Trust, a Delaware statutory trust (the “Trust”). Capitalized
terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to
them in the applicable Basic Document (as defined in the Series 2005-1 Supplement (the “Series
2005-1 Supplement”) dated as of the date hereof (the “Series 2005-1 Closing Date”)
among the Issuer, the Servicer and the Indenture Trustee).



     NOW, THEREFORE, in accordance with the provisions of each of the Basic Documents, the
following is effective as of the date hereof:



     SECTION 1. Amendment to Basic Documents. Notwithstanding anything in the
Basic Documents to the contrary, for so long as the amount on deposit in the Collection Account is
greater than or equal to the sum of (A)(i) the amount of principal and interest payments that will
be due to the Series 2000-1 Noteholders on the August 2005 Payment Date (less, with respect to
principal payments, the amount on deposit in the Series 2000-1 Principal Funding Account) under the
Series 2000-1 Supplement and (ii) an amount sufficient to pay the Noteholders Monthly Servicing Fee
to the Servicer as required under the Series 2000-1 Supplement on the August 2005 Payment Date,
unless an amount equal to such Noteholders Monthly Servicing Fee has been previously retained by
the Servicer in payment thereof, and (B) the product of (i) the number of days from and including
the Series 2005-1 Closing Date to but excluding the August 2005 Payment Date divided by 360, (ii)
the Series 2005-1 Note Rate for the Interest Period described in the preceding clause
(B)(i), and (iii) the initial note balance of the Series 2005-1 Notes (the “Required
Deposit Amount”) for the period beginning on the Series 2005-1 Closing Date and ending on the
August 2005 Payment Date, then:




     (a) the Series 2000-1 Notes shall no longer be considered or deemed to be
outstanding for any purposes, including but not limited to (i) any determinations of whether
or by how much (1) the Pool Balance is less than or greater than the Required Participation
Amount or (2) the Residual Participation Amount is less than or greater than the Trust
Available Subordinated Amount, or (ii) any calculations on the August 2005 Payment Date or
the immediately preceding Determination Date; provided however, that on the
August 2005 Payment Date the Series 2000-1 Noteholders will receive all principal and
interest payments that they would be entitled to receive if they were deemed to be
outstanding for purposes of any calculations under the Series 2000-1 Supplement and the
Servicer will similarly be entitled to its Noteholders Monthly Servicing Fee (to the extent
that the Servicer has not previously retained such amounts in payment thereof);




     (b) no allocation of principal or interest collections with respect to any
Series is or will be required on or in connection with the July 2005 Collection Period or
the August 2005 Payment Date;




     (c) On the August 2005 Payment Date, the Indenture Trustee will (i) withdraw
from the Collection Account sufficient amounts to (A) make the principal and interest
payments (with respect to principal payments, the Servicer will only withdraw amounts from
the Collection Account for payment thereof to the extent that there are not sufficient
amounts on deposit in the Series 2000-1 Principal Funding Account to make such principal
payments) to the Series 2000-1 Noteholders required under the Series 2000-1 Supplement on
the August 2005 Payment Date, and (B) make the payment of the Noteholders Monthly Servicing
Fee to the Servicer required under the Series 2000-1 Supplement dated August 10, 2000 among
the Issuer, the Servicer and the Indenture Trustee (the “Series 2000-1 Supplement”),
but only to the extent that an amount equal to such Noteholders Monthly Servicing Fee has
not been previously retained by the Servicer in



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payment thereof, and (ii) retain the remainder of the Required Deposit Amount on
deposit in the Collection Account after the withdrawals required in Section 1(c)(i)
hereof, which is to be treated as Series 2005-1 Non-Principal Collections on the September
2005 Payment Date, in addition to any Non-Principal Collections allocated to Series 2005-1
on the September 2005 Payment Date pursuant to the Series 2005-1 Supplement;




     (d) the August 2005 Payment Date Statement for Series 2000-1 will only be
required to set forth the information required in Exhibit A hereto; and




     (e) neither the issuance of the Series 2005-1 Notes nor the provisions of
this Amendment, nor the actions or omissions permitted or required hereby shall, directly or
indirectly, be deemed or determined to result in the occurrence of a Servicer Default, Event
of Default or Early Amortization Event for any Series.



     SECTION 2.Miscellaneous. This Amendment shall be governed by and construed
in accordance with (a) the internal laws of the State of New York, without reference to the
principles of conflicts of law thereof, with respect to the amendment of each of the Basic
Documents other than the Trust Agreement, and (b) the internal laws of the State of Delaware,
without reference to the principles of conflicts of law thereof, with respect to the amendment of
the Trust Agreement. The Basic Documents, as amended hereby, remain in full force and effect. Any
reference to the Basic Documents from and after the date hereof shall be deemed to refer to such
other Basic Documents as amended hereby, unless otherwise expressly stated.



     SECTION 3. Direction to Owner Trustee. Pursuant to the Trust Agreement, the
Residual Interestholder holding in the aggregate the 100% Residual Interest in the Trust, hereby
instructs the Owner Trustee on behalf of the Trust to execute and deliver this Amendment. The
Residual Interestholder represents and warrants to the Owner Trustee that (a) it is the sole
Residual Interestholder of the Trust with the right to direct the Owner Trustee, (b) all conditions
precedent to the execution, delivery and performance of this Amendment by the Trust have been
satisfied, including without limitation, to the extent required, the prior written consent of all
Noteholders, (c) the direction given hereunder will not contravene any obligation of the Trust or
the Owner Trustee under the Trust Agreement or any of the Basic Documents and is not contrary to
Section 2.3 or Section 6.1 of the Trust Agreement, and (d) all other consents required under the
applicable Basic Documents or otherwise required have been obtained or duly waived in writing. The
Residual Interestholder acknowledges and agrees that the Owner Trustee shall be indemnified in
accordance with the Basic Documents for taking the action directed herein.



     SECTION 4. No Recourse to the Owner Trustee. It is expressly understood and
agreed by the parties hereto that (a) this Amendment is executed and delivered by The Bank of New
York (Delaware), not individually or personally but solely as trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and intended not as
personal representations, undertakings and agreements by The Bank of New York (Delaware) but is
made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be
construed as creating any liability on The Bank of New York (Delaware), individually or personally,
to perform any covenant either expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties hereto and by any Person claiming by, through or under the
parties hereto and (d) under no circumstances shall The Bank of New York (Delaware) be personally
liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Trust
under this Amendment or any other related documents.



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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	VW CREDIT, INC., as Servicer and Administrator

 	 
	 	By:  	/s/ David Schulz
 	 
	 	 	Name:  	David Schulz 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	                                              /s/ LeSha Thorpe
 	 
	 	 	Name:  	LeSha Thorpe 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VOLKSWAGEN DEALER FINANCE, LLC, as Transferor

 	 
	 	By:  	/s/ David Schulz
 	 
	 	 	Name:  	David Schulz 	 
	 	 	Title:  	President and Treasurer 	 
	 
	 	 	 
	 	By:  	                                              /s/ LeSha Thorpe
 	 
	 	 	Name:  	LeSha Thorpe 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as Indenture Trustee
 	 
	 	By:  	/s/ James P. Bowden
 	 
	 	 	Name:  	James P. Bowden 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	THE BANK OF NEW YORK (DELAWARE), solely as Owner
Trustee and solely for purposes of amending the Trust
Agreement

 	 
	 	By:  	/s/ Kristine K. Gullo
 	 
	 	 	Name:  	Kristine K. Gullo 	 
	 	 	Title:  	Vice President 	 
	 
	 	VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST

 	 
	 	By:  	   The Bank of New York (Delaware), not in its
 	 
	 	 	individual capacity, but solely as Owner Trustee 	 
	 	 	on behalf of the Trust 	 
	 
	 	 	 
	 	By:  	                                              /s/ Kristine K. Gullo
 	 
	 	 	Name:  	Kristine K. Gullo 	 
	 	 	Title:  	Vice President 	 
	 



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S-1









 








Exhibit A




Required Information




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S-2