exv10w2



 






Exhibit 10.2




EXECUTION COPY




 





SERIES 2005-1 SUPPLEMENT




Dated as of August 11, 2005




to




INDENTURE




VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST




as Issuer,




VW CREDIT, INC.




as Servicer,




and




JPMORGAN CHASE BANK, N.A.




as Indenture Trustee




 






VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST

SERIES 2005-1 NOTES




 





 









 





     THIS SERIES SUPPLEMENT, dated as of August 11, 2005 (as amended, supplemented or otherwise
modified, this “Series Supplement”) to the Amended and Restated Indenture dated as of
August 11, 2005 (as amended, supplemented or otherwise modified, the “Indenture”), among
Volkswagen Credit Auto Master Owner Trust, a Delaware statutory trust (the “Issuer” or the
“Trust”), VW Credit, Inc., a Delaware corporation (the “Servicer”), and JPMorgan
Chase Bank, N.A., a national banking association, as Indenture Trustee (as indenture trustee and
not in its individual capacity, the “Indenture Trustee”).



     Section 2.1 of the Indenture provides that the Issuer may from time to time issue one or more
new Series of Notes. The Principal Terms of any new Series of Notes are to be set forth in a
Series Supplement. Pursuant to this Series Supplement, the Issuer and the Indenture Trustee shall
create the Series 2005-1 Notes and specify the Principal Terms thereof. The Servicer is
acknowledging this Series Supplement to agree to the terms hereof applicable to the Servicer.



ARTICLE I




Creation of the Series 2005-1 Notes




     Section 1.01 Designation.



     (a) There is hereby created a Series of Notes to be issued pursuant to the Indenture and this
Series Supplement to be known as the “Floating Rate Auto Dealer Loan Backed Notes, Series 2005-1”
(the “Series 2005-1 Notes”). The Series 2005-1 Notes shall be substantially in the form of
Exhibit A hereto.



     (b) In the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Indenture, the terms and provisions of
this Series Supplement shall govern.



     (c) The Issuer shall issue and the Indenture Trustee shall authenticate and deliver to the
Issuer the Series 2005-1 Notes in the initial aggregate principal amount of $850,000,000.



ARTICLE II




Definitions




     Section 2.01 Definitions. (a) Whenever used in this Series Supplement the following
words and phrases shall have the following meanings.



     “Accumulation Period” means a period beginning at the close of business on the
Accumulation Period Commencement Date and ending on the close of business of the earlier of (a) the
date immediately preceding the date on which the Early Amortization Period commences and (b) the
end of the Collection Period preceding the Payment Date on which the Invested Amount will be paid
in full.



     “Accumulation Period Commencement Date” shall mean the first day of the March 2008
Collection Period, but may be postponed pursuant to Section 4.12.



 









 





     “Additional Interest” shall have the meaning specified in Section 4.02.



     “Additional Noteholder Collections” shall mean, with respect to any Deposit Date, the
sum of (a) the Additional Noteholder Non-Principal Collections for such Deposit Date and (b) the
Additional Noteholder Principal Collections for such Deposit Date.



     “Additional Noteholder Non-Principal Collections” shall mean, for any Deposit Date an
amount equal to the product of (x) the Residual Interestholder’s Percentage for the related
Collection Period, (y) the Series Allocation Percentage for Series 2005-1, and (z) the
Non-Principal Collections for such Deposit Date.



     “Additional Noteholder Principal Collections” shall mean, for any Deposit Date an
amount equal to the product of (x) the Residual Interestholder’s Percentage for the related
Collection Period, (y) the Series Allocation Percentage for Series 2005-1, and (z) the Principal
Collections for such Deposit Date.



     “Adjustment Date” shall mean the second LIBOR Business Day preceding the first day of
each Interest Period.



     “Agreement” shall mean the Amended and Restated Trust Sale and Servicing Agreement
dated as of August 11, 2005 among VW Credit, Inc., as Servicer, Volkswagen Dealer Finance, LLC, as
Transferor, and Volkswagen Credit Auto Master Owner Trust, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time.



     “Available Noteholder Principal Collections” shall mean, with respect to any Payment
Date, (a) the product of (i) the Floating Allocation Percentage, with respect to the Revolving
Period, or the Principal Allocation Percentage, with respect to the Series 2005-1 Accumulation
Period or any Early Amortization Period, for the related Collection Period, and (ii) Principal
Collections deposited into the Collection Account for the related Collection Period, plus (b) the
amount, if any, of Non-Principal Collections, Investment Proceeds, funds in the Reserve Account,
and Additional Noteholder Collections allocated to cover the Noteholder Default Amount or to
reverse Noteholder Charge-Offs, plus (c) Series 2005-1 Miscellaneous Payments on deposit in the
Collection Account for the Payment Date, plus (d) Excess Principal Collections, if any, allocated
from other Series to the Series 2005-1 Notes to cover any Series 2005-1 Principal Shortfall for the
Payment Date, minus (e) the amount of Reallocated Principal Collections for the Payment Date..



     “Calculation Agent” shall mean the Indenture Trustee or any other Calculation Agent
selected by the Residual Interestholder which is reasonably acceptable to the Indenture Trustee.



     “Closing Date” shall mean August 11, 2005.



     “Controlled Accumulation Amount” shall mean an amount equal to (a) the aggregate
outstanding balance of the Series 2005-1 Notes as of the Payment Date immediately preceding the
first day of the Series 2005-1 Accumulation Period (after giving effect to any changes therein on
such Payment Date), divided by (b) four, or if the commencement of the Accumulation Period has been
postponed pursuant to Section 4.12, the number of full Collection Periods that would fall
within the Accumulation Period.



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     “Controlled Deposit Amount” shall mean, with respect to any Payment Date, the excess,
if any, of (a) the product of the Controlled Accumulation Amount and the number of Payment Dates
from and including the first Payment Date that follows the first Collection Period in the Series
2005-1 Accumulation Period through and including such Payment Date (but not in excess of the
applicable number in clause (b) of the definition of Controlled Accumulation Amount)), over
(b) the amounts on deposit in the Principal Funding Account, before giving effect to any
withdrawals from or deposits to the Principal Funding Account on such Payment Date.



     “Deficiency Amount” shall have the meaning specified in Section 4.05.



     “Designated Maturity” means, for any Adjustment Date, one month; provided that LIBOR
for the initial Interest Period will be determined by straight-line interpolations (based on the
actual number of days in the initial Interest Period) between two rates determined in accordance
with the definition of LIBOR, one of which will be determined for a Designated Maturity of two
months.



     “Early Amortization Event” shall mean any Early Amortization Event specified in
Section 5.17 of the Indenture, together with any additional Early Amortization Event specified in
Section 6.01 of this Series Supplement.



     “Early Amortization Period” shall mean a period beginning on the day on which an Early
Amortization Event specified in Section 5.17 of the Indenture or Section 6.01 of this
Series Supplement shall have occurred with respect to Series 2005-1 and terminating on the earliest
of (a) the payment in full of the Invested Amount of and all accrued and unpaid interest on the
Series 2005-1 Notes; (b) the Series 2005-1 Stated Maturity Date; and (c) the termination of the
Early Amortization Period (and recommencement of the Revolving Period) for the Series 2005-1 Notes.



     “Excess Funding Account” shall have the meaning specified in the Agreement.



     “Expected Principal Payment Date” shall mean the July 2008 Payment Date.



     “Final Payment Date” shall mean the earlier of (i) the Series 2005-1 Stated Maturity
Date and (ii) the first Payment Date on which, after giving effect to all payments to be made on
that Payment Date, the Invested Amount will be paid in full.



     “Floating Allocation Percentage” shall mean, with respect to any Collection Period,
the percentage equivalent (which percentage shall never exceed 100% ) of a fraction, the numerator
of which is the Invested Amount as of the last day of the immediately preceding Collection Period
and the denominator of which is the greater of (a) the Pool Balance (excluding the amount on
deposit in the Excess Funding Account, if any) as of such last day and (b) the sum of the
numerators of the Floating Allocation Percentages (as defined in the Series Supplements for each
outstanding Series) for all outstanding Series.



     “Group I” means Series 2005-1 and each other Series hereafter specified in the related
Series Supplement to be included in Group I.



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     “Incremental Subordinated Amount” shall mean, with respect to any Determination Date,
the result obtained by multiplying (a) a fraction, the numerator of which is the sum of (i) (A) the
Invested Amount on the last day of the immediately preceding Collection Period or (B) with respect
to the first Determination Date, the Invested Amount on the Closing Date and (ii) (A) the Series
2005-1 Available Subordinated Amount for such Determination Date (calculated without adding the
Incremental Subordinated Amount for such Payment Date as described in clause (c) of the definition
thereof) or (B) with respect to the first Determination Date, the product of the Invested Amount on
the Closing Date and the Subordinated Percentage, and the denominator of which is the Pool Balance
(excluding the amount on deposit in the Excess Funding Account, if any) on such last day, by (b)
the excess, if any, of (x) the Overconcentration Amount and the aggregate amount of Ineligible
Receivables on the Determination Date, over (y) the aggregate amount of Ineligible Receivables and
Receivables in Accounts containing Dealer Overconcentrations (to the extent of the Dealer
Overconcentrations) in each case that became Defaulted Receivables during the preceding Collection
Period, less any amounts that are subject to reassignment from the Trust, unless specified events
of bankruptcy, insolvency or receivership relating to the Transferor or VCI have occurred.



     “Indenture” shall have the meaning set forth in the preamble to this Series
Supplement.



     “Indenture Trustee” shall have the meaning set forth in the preamble to this Series
Supplement.



     “Initial Payment Date” shall mean September 20, 2005.



     “Initial Invested Amount” shall mean $850,000,000.



     “Initial Reserve Account Deposit Amount” shall mean $2,975,000.



     “Interest Period” shall mean, for any Payment Date, the period from and including the
preceding Payment Date to but excluding such Payment Date (or in the case of the Initial Payment
Date, the period from and including the Initial Closing Date to but excluding the Initial Payment
Date).



     “Interest Shortfall” shall have the meaning specified in Section 4.02.



     “Invested Amount” shall mean, when used with respect to any date, an amount equal to
(a) the Initial Invested Amount, minus (b) the amount, without duplication, of principal payments
made to Series 2005-1 Noteholders or deposited to the Principal Funding Account prior to such date
minus (c) the excess, if any, of the aggregate amount of Noteholder Charge-Offs prior to such date
over Noteholder Charge-Offs reimbursed pursuant to Section 4.09 prior to such date.



     “Investment Proceeds” shall mean, with respect to any Determination Date and any
Payment Date, all interest and other investment earnings (net of losses and investment expenses) on
funds on deposit in the Series 2005-1 Accounts, together with an amount equal to the Series 2005-1
Excess Funding Account Allocation Percentage of funds held in the Excess Funding Account.



     “Issuer” shall have the meaning set forth in the preamble to this Series Supplement.



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     “LIBOR” shall mean, with respect to any Interest Period, the offered rates for
deposits in United States dollars for a period of the Designated Maturity (the “Index Maturity”)
which appear on the Telerate Page 3750 as of approximately 11:00 a.m., London time, on the related
Adjustment Date. If at least two such offered rates appear on the Telerate Page 3750, LIBOR will
be the arithmetic mean (rounded, if necessary, to the nearest one-hundred thousandth of a percent
(.0000001), with five one-millionths of a percentage point rounded upward) of such offered rates.
If fewer than two such quotations appear, LIBOR with respect to such Interest Period will be
determined at approximately 11:00 a.m., London time, on such Adjustment Date on the basis of the
rate at which deposits in United States dollars having the Index Maturity are offered to prime
banks in the London interbank market by four major banks in the London interbank market selected by
the Calculation Agent and in a principal amount equal to an amount of not less than U.S. $1,000,000
and that is representative for a single transaction in such market at such time. The Calculation
Agent will request the principal London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR will be the arithmetic mean (rounded as
aforesaid) of such quotations. If fewer than two quotations are provided, LIBOR with respect to
such Interest Period will be the arithmetic mean (rounded as aforesaid) of the rates quoted at
approximately 11:00 a.m., New York City time, on such Adjustment Date by one or more leading banks
in New York, New York, selected by the Calculation Agent for loans in United States dollars to
leading European banks having the Index Maturity and in a principal amount equal to an amount of
not less than U.S. $1,000,000 and that is representative for a single transaction in such market at
such time; provided, however, that if the banks selected as aforesaid are not
quoting as mentioned in this sentence, LIBOR in effect for the applicable Interest Period will be
LIBOR in effect for the previous Interest Period. For purposes of the foregoing definition,
“Telerate Page 3750” means the display page so designated on The Dow Jones Telerate Service (or
such other page as may replace that page on that service or such other service or services that may
be nominated by the British Banker’s Association for the purpose of displaying London interbank
offered rates for U.S. dollars deposits).



     “LIBOR Business Day” shall mean any day other than a day on which banking institutions
in New York, New York or London, England are required or authorized by law to be closed.



     “Monthly Interest” shall have the meaning specified in Section 4.02.



     “Monthly Payment Rate” shall mean, for any Collection Period, the percentage derived
from dividing the Principal Collections for such Collection Period by the average daily Pool
Balance (excluding the amount on deposit in the Excess Funding Account, if any) for such Collection
Period.



     “Monthly Principal” shall have the meaning specified in Section 4.03.



     “Monthly Servicing Fee” shall have the meaning specified in Section 3.01.



     “Noteholder Charge-Offs” shall have the meaning specified in Section 4.09.



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     “Noteholder Default Amount” shall mean, with respect to any Payment Date, an amount
equal to the product of (a) the Defaulted Amount for the related Collection Period and (b) the
Floating Allocation Percentage for the related Collection Period.



     “Noteholders Monthly Servicing Fee” shall have the meaning specified in Section
3.01.



     “Noteholder Non-Principal Collections” shall mean, with respect to any Payment Date,
an amount equal to the sum of (i) the product of (a) the Floating Allocation Percentage for the
related Collection Period and (b) the aggregate amount of Non-Principal Collections for the related
Collection Period and (ii) if during the Accumulation Period and the amount of interest at the
Series 2005-1 Note Rate on amounts on deposit in the Principal Funding Account exceeds the
investment net earnings on those deposits, the amount of Additional Noteholder Collections (to the
extent not applied as a Required Subordinated Draw Amount); provided however, that
the amount set forth in clause (ii) shall not result in a reduction in the Series 2005-1
Available Subordinated Amount.



     “Note Rate” shall mean, with respect to any Interest Period, LIBOR for such Interest
Period plus 0.02%.



     “Payment Date Statement” shall have the meaning specified in Section 5.02(a).



     “Principal Allocation Percentage” shall mean, with respect to any Collection Period,
the percentage equivalent (which shall never exceed 100%) of a fraction, the numerator of which is
the Invested Amount as of the last day of the Revolving Period, if such last day has occurred, or,
if such last day has not occurred, as of the most recent Reset Date and the denominator of which is
the greater of (a) the Pool Balance (excluding the amount on deposit in the Excess Funding Account,
if any) and (b) the sum of the numerators of the Principal Allocation Percentages (as defined in
the Series Supplements for each outstanding Series) for all outstanding Series; provided, however,
that, with respect to that portion of the Collection Period that falls after the date on which any
Early Amortization Event occurs (other than an Early Amortization Event that has resulted in an
Early Amortization Period that has ended as described in clause (c) of the definition thereof in
this Series Supplement), the Principal Allocation Percentage shall be reset using the Pool Balance
(excluding the amount on deposit in the Excess Funding Account, if any) as of the close of business
on the date on which such Early Amortization Event shall have occurred and Principal Collections
shall be allocated for such portion of such Collection Period using such reset Principal Allocation
Percentage.



     “Principal Funding Account” shall have the meaning specified in Section
4.04(b)(i).



     “Reallocated Principal Collections” means principal amounts reallocated to cover
interest pursuant to Section 4.06(b) or Section 4.06(c)(ii).



     “Record Date” shall mean, with respect to any Payment Date, the close of business on
the day preceding such Payment Date.



     “Redemption Price” shall mean, with respect to any Payment Date, the sum of (a) the
Invested Amount of the Series 2005-1 Notes to be redeemed on the Determination Date preceding the
Payment Date on which such redemption is to be made, (b) accrued and unpaid



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interest on the unpaid balance of the Series 2005-1 Notes (calculated on the basis of the
outstanding principal balance of the Series 2005-1 Notes at the Note Rate as in effect during the
applicable Interest Periods through the day preceding such Payment Date), and (c) without
duplication with respect to any amounts due under clause (b) of this definition, any outstanding
Additional Interest with respect to the Series 2005-1 Notes to be repurchased.




     “Required Participation Percentage” shall mean, with respect to Series 2005-1, 107.5%;
provided, that the Transferor may, on ten days’ prior notice to the Indenture Trustee, the Owner
Trustee, the Rating Agencies and any Enhancement Provider, reduce the Required Participation
Percentage for Series 2005-1 to not less than 100% if no Rating Agency has notified the Transferor
or the Servicer that any such reduction will result in the reduction or withdrawal of the rating on
the Series 2005-1 Notes or the outstanding notes of any other Series.



     “Required Subordinated Amount” shall mean, as of any date of determination, the sum of
(a) the product of (i) the Subordinated Percentage and (ii) the Invested Amount as of the opening
of business on the date of determination and (b) the Incremental Subordinated Amount; provided,
however, during any Early Amortization Period, the Required Subordinated Amount shall be calculated
based on the Invested Amount as of the last day of the Revolving Period.



     “Required Subordinated Draw Amount” shall have the meaning specified in Section
4.05.



     “Reserve Account” shall have the meaning specified in Section 4.04(a)(i).



     “Reserve Account Deposit Amount” shall mean, with respect to any Payment Date, the
amount, if any, by which (a) the Reserve Account Required Amount for such Payment Date exceeds (b)
the amount of funds in the Reserve Account after giving effect to any withdrawals therefrom on such
Payment Date.



     “Reserve Account Required Amount” shall mean, with respect to any Payment Date, an
amount equal to the product of (a) 0.35% and (b) the outstanding principal balance of the Series
2005-1 Notes on such Payment Date (after giving effect to any changes therein on such Payment
Date).



     “Reset Date” shall mean the last day of a Collection Period.



     “Residual Interestholder” shall mean the holder of the Residual Interest.



     “Residual Interestholder’s Percentage” shall mean 100% minus (a) the aggregate Series’
floating allocation percentages (including the Floating Allocation Percentage), when used with
respect to Non-Principal Collections and Defaulted Receivables at all times and with respect to
Principal Collections during the Revolving Period, and (b) the aggregate Series’ principal
allocation percentages (including the Principal Allocation Percentage), when used with respect to
Principal Collections during the Accumulation Period and an Early Amortization Period (or any other
Series’ accumulation period or amortization period).



     “Revolving Period” shall mean the period beginning at the close of business on the
Closing Date and terminating on the earliest of (a) the close of business on the day immediately
preceding the Accumulation Period Commencement Date and (b) the close of business on the



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day an Early Amortization Period commences; provided, however, that, if any
Early Amortization Period ends as described in clause (c) of the definition thereof in this Series
Supplement, the Revolving Period will recommence as of the close of business on the day such Early
Amortization Period ends.




     “Series Cut-Off Date” means June 30, 2005.



     “Series 2005-1” shall mean the Series of Notes, the Principal Terms of which are
specified in this Series Supplement.



     “Series 2005-1 Accounts” shall have the meaning specified in Section
4.04(d)(i).



     “Series 2005-1 Available Subordinated Amount” shall mean, for the first Determination
Date, an amount equal to the Required Subordinated Amount. The Series 2005-1 Available
Subordinated Amount for any subsequent Determination Date shall mean an amount equal to the lesser
of (i) the Series 2005-1 Available Subordinated Amount for the preceding Determination Date, minus
(A) the portion of Additional Noteholder Collections for the preceding Collection Period applied as
the Required Subordinated Draw Amount with respect to the preceding Payment Date to the extent
provided in Section 4.08, minus (B) Reallocated Principal Collections on the preceding
Payment Date to the extent of the Series 2005-1 Available Subordinated Amount for the preceding
Determination Date, plus (C) the portion of Non-Principal Collections and Investment Proceeds for
such preceding Payment Date treated as Available Noteholder Principal Collections pursuant to
Section 4.06(a)(vi)(B) minus (D) the Incremental Subordinated Amount for the preceding
Determination Date; plus (E) the Incremental Subordinated Amount for the Determination Date; and
(ii) the product of the fractional equivalent of the Subordinated Percentage and the Invested
Amount on such Determination Date, plus the Incremental Subordinated Amount for the current
Determination Date; provided, however, that the Series 2005-1 Available
Subordinated Amount may be increased on any Determination Date by the Residual Interestholder, in
its sole discretion, by notice to the Indenture Trustee and the Owner Trustee on or before such
Determination Date, provided, further, that once the Accumulation Period or any
Early Amortization Period (other than an Early Amortization Period that has ended as described in
clause (c) of the definition thereof in this Series Supplement), the Series 2005-1 Available
Subordinated Amount shall be calculated based on the Invested Amount as of the close of business on
the last day of the Revolving Period).



     “Series 2005-1 Excess Funding Amount” shall mean, with respect to the Series 2005-1
Notes, for any day, the product of (a) the Series 2005-1 Excess Funding Account Allocation
Percentage on such day and (b) the amount on deposit in the Excess Funding Account on such day.



     “Series 2005-1 Excess Funding Account Allocation Percentage” shall mean a number,
represented as a percentage, equal to the Required Participation Amount for Series 2005-1 divided
by the Trust Required Participation Amount.



     “Series 2005-1 Excess Non-Principal Collections” shall mean that portion of Excess
Non-Principal Collections allocated to Series 2005-1 pursuant to Section 4.13.



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     “Series 2005-1 Excess Principal Collections” shall mean that portion of Excess
Principal Collections allocated to Series 2005-1 pursuant to Section 4.10.



     “Series 2005-1 Miscellaneous Payments” shall mean, with respect to any Payment Date,
the product of (a) the Floating Allocation Percentage for such Collection Period and (b)
Miscellaneous Payments with respect to the related Collection Period.



     “Series 2005-1 Non-Principal Shortfall” shall mean, with respect to any Payment Date,
an amount equal to the excess of (a) the amounts needed to make the payments required in
Section 4.06(a)(i) through (vii) over (b) the sum of the Noteholder Non-Principal
Collections, any Servicer Advances and Investment Proceeds deposited in the Collection Account for
the related Collection Period.



     “Series 2005-1 Noteholders” shall mean the Holders of Series 2005-1 Notes.



     “Series 2005-1 Notes” shall mean any one of the Notes executed by the Issuer and
authenticated by the Indenture Trustee.



     “Series 2005-1 Principal Shortfall” shall mean, with respect to any Payment Date, an
amount equal to the excess of (i) (x) for any Payment Date following the first full Collection
Period of the Accumulation Period, the Controlled Deposit Amount, or (y) for any Payment Date with
respect to an Early Amortization Period, the Invested Amount, over (ii) the Available Noteholder
Principal Collections for such Payment Date (excluding any portion thereof attributable to Excess
Principal Collections).



     “Series 2005-1 Stated Maturity Date” shall mean the July 2010 Payment Date, which
shall be the Termination Date for Series 2005-1.



     “Series Supplement” shall have the meaning set forth in the preamble to this Series
Supplement.



     “Servicer Advances” shall have the meaning specified in Section 3.02 of this
Series Supplement.



     “Servicing Fee Rate” shall mean, with respect to Series 2005-1, 1% or, for any Payment
Date in respect of which the Monthly Servicing Fee has been waived, 0%.



     “Subordinated Percentage” shall mean the percentage equivalent of a fraction, the
numerator of which is the Subordination Factor and the denominator of which is the excess of the
100% over the Subordination Factor.



     “Subordination Factor” shall mean, initially 11.75%, except that if at any time the
rating of Volkswagen AG’s or VCI’s long term unsecured debt is lowered below BBB by Standard &
Poor’s or withdrawn by Standard & Poor’s, the Subordination Factor will thereafter be increased to
12.75%, unless the Trust receives written confirmation from Standard & Poor’s that the failure to
increase the Subordination Factor will not result in Standard & Poor’s lowering or withdrawing its
rating on the Series 2005-1 Notes.



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     “Trust” shall have the meaning set forth in the preamble to this Series Supplement.



     “Trust Available Subordinated Amount” means the sum of the Series 2005-1 Available
Subordinated Amount and the sum of the aggregate Available Subordinated Amounts for all other
outstanding Series.



     (b) Notwithstanding anything to the contrary in this Series Supplement or the other Documents,
the term “Rating Agency” shall mean, whenever used in this Series Supplement or such other Basic
Documents with respect to Series 2005-1, Moody’s and Standard & Poor’s. As used in this Series
Supplement and the other Basic Documents with respect to Series 2005-1, “highest investment
category” shall mean (i) in the case of Standard & Poor’s, A-l+ or AAA, as applicable, and (ii) in
the case of Moody’s, P-1 or Aaa, as applicable.



     (c) All capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to them in Appendix A to the Agreement. The definitions in Section 2.01 are
applicable to the singular as well as to the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.



     (d) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Series Supplement shall refer to this Series Supplement as a whole and not to any particular
provision of this Series Supplement; references to any Article, Section or Exhibit are references
to Articles, Sections and Exhibits in or to this Series Supplement unless otherwise specified; and
the term “including” means “including without limitation.”



ARTICLE III




Servicing Fee



     Section 3.01 Servicing Compensation. The monthly servicing fee with respect to
Series 2005-1 (the “Monthly Servicing Fee”) shall be payable to the Servicer, in arrears,
on each Payment Date in respect of any Collection Period (or portion thereof) occurring prior to
the earlier of the first Payment Date following the Series 2005-1 Stated Maturity Date and the
first Payment Date on which the Invested Amount is zero, in an amount equal to one-twelfth of the
product of (a) the Servicing Fee Rate, and (b) the Floating Allocation Percentage of the Pool
Balance (excluding the amount on deposit in the Excess Funding Account, if any) as of the preceding
Reset Date; provided, however, that with respect to the first Payment Date, for
purposes of clause (b) the Pool Balance shall be determined as of the Closing Date. The share of
the Monthly Servicing Fee allocable to the Series 2005-1 Noteholders with respect to any Payment
Date (the “Noteholders Monthly Servicing Fee”) shall be equal to one-twelfth of the product
of (a) the Servicing Fee Rate and (b) the Invested Amount as of the preceding Reset Date;
provided, however, that Noteholders Monthly Servicing Fee for the Initial Payment
Date is $472,222.22. The remainder of the Monthly Servicing Fee shall be paid by the Residual
Interestholder and in no event shall the Trust, the Indenture Trustee or the Series 2005-1
Noteholders be liable for the share of the Monthly Servicing Fee to be paid by the Residual
Interestholder; and the remainder of the Servicing Fee shall be paid by the Residual Interestholder
and the Noteholders of other Series. Series 2005-1 Noteholders, the Trust, the Indenture and the
Owner Trustee shall in no event be liable for the share of the Servicing Fee to




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be paid by the Residual Interestholder or the Noteholders of other Series. The Noteholders
Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available
for distribution therefor in accordance with the terms of this Series Supplement.



          The Servicer shall be permitted, in its sole discretion, to waive the Monthly Servicing Fee
for any Payment Date by notice to the Indenture Trustee on or before the related Determination
Date; provided that the Servicer believes that sufficient Non-Principal Collections will be
available on any future Payment Date to pay the Noteholders Monthly Servicing Fee relating to the
waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any Payment
Date, the Monthly Servicing Fee and the Noteholders Monthly Servicing Fee for such Payment Date
shall be deemed to be zero for all purposes of this Series Supplement, the Indenture and the
Agreement; provided, however, that such Noteholders Monthly Servicing Fee shall be
paid on a future Payment Date solely to the extent amounts are available therefor pursuant to
Section 4.06(a)(vii); and provided, further, that, to the extent any such
waived Noteholders Monthly Servicing Fee is so paid, the related portion of the Monthly Servicing
Fee to be paid by the Residual Interestholder shall be paid by the Residual Interestholder to the
Servicer.




     Section 3.02 Servicer Advances. On each Payment Date, the Servicer shall deposit
into the Collection Account an advance in an amount equal to the lesser of (a) any shortfall in the
amounts available to make the payments described in Sections 4.06(a)(ii) and (iii),
and (b) the product of (i) the excess, if any, of (x) interest on the underlying Receivables during
the related Collection Period over (y) interest actually received by the Servicer with respect to
the underlying Receivables during the related Collection Period due on the Receivables but not
received (or not received in full) during and prior to the related Collection Period and (ii) the
Floating Allocation Percentage (a “Servicer Advance”). However, the Servicer will not be obligated
to make a Servicer Advance if the Servicer determines in its sole discretion that any recovery of
payments made on or with respect to a Receivable will not equal the amount of such Servicer
Advance. No Servicer Advances will be made with respect to Defaulted Receivables. The Servicer
will make no Servicer Advances with respect to Receivables that the Servicer had made prior
Servicer Advances with respect to, but subsequently determined to be non-recoverable.



ARTICLE IV




Rights of Series 2005-1 Noteholders and

Allocation and Application of Collections




     Section 4.01 Allocations; Payments to Residual Interestholder; Excess Principal
Collections and Unallocated Principal Collections. (a) Non-Principal Collections, Principal
Collections, Miscellaneous Payments and Defaulted Amounts allocated to Series 2005-1 pursuant to
Article IV of the Agreement shall be allocated and distributed as set forth in this Article.



     (b) The Servicer shall instruct the Indenture Trustee in writing to withdraw from the
Collection Account and pay to the Residual Interestholder on the dates set forth below the
following amounts:



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     (i) on each Deposit Date:




     (A) an amount equal to the Residual Interestholder’s Percentage then in effect
for the related Collection Period of Non-Principal Collections deposited in the
Collection Account for such Deposit Date; and




     (B) an amount equal to the Residual Interestholder’s Percentage then in effect
for the related Collection Period of Principal Collections deposited in the
Collection Account for such Deposit Date,


if the Residual Participation Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the Trust Available Subordinated Amount for
the immediately preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Payment Date immediately following such
Determination Date); and





     (ii) on each Deposit Date with respect to the Revolving Period, an amount equal to the
Additional Noteholder Principal Collections for such Deposit Date, if the Residual
Participation Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the Trust Available Subordinated
Amount for the immediately preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the Payment Date
immediately following such Determination Date); provided, however, that
Additional Noteholder Principal Collections shall be paid to the Residual Interestholder
with respect to any Collection Period only after an amount equal to the Deficiency Amount,
if any, relating to the immediately preceding Collection Period has been deposited in the
Collection Account from such Additional Noteholder Principal Collections.



          The withdrawals to be made from the Collection Account pursuant to this Section
4.01(b) do not apply to deposits into the Collection Account that do not represent Collections,
including Miscellaneous Payments, payment of the Redemption Price for the Series 2005-1 Notes
pursuant to Section 10.1(b) of the Indenture, payment of the Redemption Price for the
Series 2005-1 Notes pursuant to Section 7.01 of this Series Supplement and proceeds from
the sale, disposition or liquidation of Receivables pursuant to Section 5.4 of the
Indenture.




     (c) The Servicer shall instruct the Indenture Trustee to withdraw from the Collection Account
and deposit into the Reserve Account on Deposit Dates with respect to the Revolving Period,
Additional Noteholder Principal Collections for such Deposit Date, up to the amount of the excess,
if any, determined pursuant to Section 4.01(b)(ii)(B).



     Section 4.02 Monthly Interest. The amount of monthly interest (“Monthly
Interest”) with respect to the Series 2005-1 Notes on any Payment Date, shall be an
amount equal to the product of (i) the Note Rate, (ii) the outstanding principal balance of the
Series 2005-1 Notes as of the close of business on the preceding Payment Date (after giving effect
to all repayments of principal made to Series 2005-1 Noteholders on such preceding Payment Date, if
any) and (iii) a fraction, the numerator of which is the actual number of days elapsed in the
related Interest



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Period and the denominator of which is 360; provided, however, that with
respect to the first such Payment Date, Monthly Interest shall be calculated based on the
outstanding principal balance of the Series 2005-1 Notes on the Closing Date.




     On the Determination Date preceding each Payment Date, the Servicer shall determine the
excess, if any (the “Interest Shortfall”), of (x) the aggregate Monthly Interest for the
Interest Period applicable to such Payment Date over (y) the amount which will be available to be
distributed to Series 2005-1 Noteholders on such Payment Date in respect thereof pursuant to this
Series Supplement. If the Interest Shortfall with respect to any Payment Date is greater than
zero, an additional amount (“Additional Interest”) equal to the product of (i) the Note
Rate for the Interest Period commencing on the related Payment Date (or, for subsequent Interest
Periods, the Note Rate for such subsequent Interest Period), (ii) such Interest Shortfall (or the
portion thereof which has not been paid to Series 2005-1 Noteholders) and (iii) a fraction, the
numerator of which is the amount of days elapsed in such Interest Period (or in a subsequent
Interest Period) and the denominator of which is 360, shall be payable as provided herein with
respect to the Series 2005-1 Notes on each Payment Date following such Payment Date to and
including the Payment Date on which such Interest Shortfall is paid to Series 2005-1 Noteholders.
Notwithstanding anything to the contrary herein, Additional Interest shall be payable or
distributed to Series 2005-1 Noteholders only to the extent permitted by applicable law.



     Section 4.03 Determination of Monthly Principal. During an Early Amortization Period
and on each Payment Date following the first Collection Period of the Accumulation Period, the
amount of monthly principal (the “Monthly Principal”) to be deposited by the Indenture
Trustee into the Principal Funding Account shall be equal to the Available Noteholder Principal
Collections, and when during an Early Amortization Period, Additional Noteholder Principal
Collections; provided, however, that for each Payment Date (a) following the first
Collection Period of the Accumulation Period, Monthly Principal shall equal the lesser of: (i) the
Controlled Deposit Amount for such Payment Date (after giving effect to any deposits made from the
Excess Funding Account) and (ii) the Invested Amount and (b) during an Early Amortization Period,
Monthly Principal shall not exceed the Invested Amount.



     Section 4.04 Establishment of Reserve Account and Funding Accounts.




     (a) (i) The Servicer, for the benefit of the Series 2005-1 Noteholders, shall cause to
be established and maintained in the name of the Indenture Trustee, on behalf of the Trust,
an Eligible Deposit Account (the “Reserve Account”) that shall be identified as the
“Reserve Account for the Volkswagen Credit Auto Master Owner Trust, Series 2005-1” and shall
bear a designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 2005-1 Noteholders. On the Closing Date, the Residual Interestholder
shall cause to be deposited in the Reserve Account the Initial Reserve Account Deposit
Amount.




     (ii) At the written direction of the Servicer, funds on deposit in the Reserve Account
shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer
that will mature so that such funds will be available at the close of business on or before
the Business Day preceding the following Payment Date. All Eligible Investments shall be
held by the Indenture Trustee for the benefit of the Series 2005-1



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Noteholders. On each Payment Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Reserve Account received prior to
such Payment Date shall be applied as set forth in Section 4.06(a) of this Series
Supplement. Funds deposited in the Reserve Account on a Business Day (which immediately
precedes a Payment Date) upon the maturity of any Eligible Investments are not required to
be invested overnight.




     (b) (i) The Servicer, for the benefit of the Series 2005-1 Noteholders, shall establish
and maintain in the name of the Indenture Trustee, on behalf of the Trust, an Eligible
Deposit Account (the “Principal Funding Account”), which shall be identified as the
“Principal Funding Account for Volkswagen Credit Auto Master Owner Trust, Series 2005-1” and
shall bear a designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2005-1 Noteholders.




     (ii) At the written direction of the Servicer, funds on deposit in the Principal
Funding Account shall be invested by the Indenture Trustee in Eligible Investments selected
by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for
the benefit of the Series 2005-1 Noteholders. On each Payment Date all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit therein
shall be applied as set forth in Section 4.06(a) of this Series Supplement. Funds
on deposit in the Principal Funding Account shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will be available on or
before the close of business on the Business Day preceding the Payment Date. Funds
deposited in the Principal Funding Account on a Business Day which immediately precedes the
Expected Principal Payment Date or a Payment Date, as applicable, or funds deposited in
respect of the maturity of any Eligible Investments on such Business Day, are not required
to be invested overnight.




     (c) The Excess Funding Account shall be established and maintained in accordance with
Section 4.1 of the Trust Sale and Servicing Agreement.




     (d) (i) The Indenture Trustee shall possess all right, title and interest in and to all
funds on deposit from time to time in, and all Eligible Investments credited to, the Reserve
Account and the Principal Funding Account (collectively the “Series 2005-1
Accounts”) and in all proceeds thereof. The Series 2005-1 Accounts shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the Series 2005-1
Noteholders. If, at any time, any of the Series 2005-1 Accounts ceases to be an Eligible
Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10
Business Days (or such longer period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Series 2005-1 Account meeting the conditions
specified in paragraph (a)(i) or (b)(i) above, as applicable, as an Eligible Deposit Account
and shall transfer any cash and/or any investments to such new Series 2005-1 Account.
Neither the Residual Interestholder, the Servicer nor any Person claiming by, through or
under the Residual Interestholder, the Servicer or any such Person shall have any right,
title or interest in, or any right to withdraw any amount from, any Series 2005-1 Account,
except as expressly provided herein. Schedule 1, which is hereby incorporated into and made
part of this Series Supplement, identifies each Series



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2005-1 Account by setting forth the account number of each such account, the account
designation of each such account and the name of the institution with which such account has
been established. If a substitute Series 2005-1 Account is established pursuant to this
Section, the Servicer shall provide to the Indenture Trustee an amended Schedule 1, setting
forth the relevant information for such substitute Series 2005-1 Account.




     (ii) Pursuant to the authority granted to the Servicer in Section 8.2 of the
Indenture and Section 3.1(a) of the Agreement, the Servicer shall have the power,
revocable by the Indenture Trustee, to make withdrawals and payments or to instruct the
Indenture Trustee to make withdrawals and payments from the Series 2005-1 Accounts for the
purposes of carrying out the Servicer’s or Indenture Trustee’s duties hereunder.



     Section 4.05 Deficiency Amount. With respect to each Payment Date, on the related
Determination Date, the Servicer shall determine the amount (the “Deficiency Amount”), if
any, by which (a) the sum of (i) Monthly Interest for such Payment Date, (ii) any Monthly Interest
previously due but not distributed to the Series 2005-1 Noteholders on a prior Payment Date (and
interest thereon at the applicable rate), (iii) the Noteholders Monthly Servicing Fee for such
Payment Date, and (iv) the Series 2005-1 Noteholder Default Amount, if any, for such Payment Date,
exceeds (b) the sum of (i) Noteholder Non-Principal Collections and any Servicer Advance for such
Payment Date plus any Investment Proceeds with respect to such Payment Date and Excess
Non-Principal Collections allocated to Series 2005-1 and (ii) the amount of funds in the Reserve
Account which are available pursuant to Section 4.08(a) to cover any portion of the
Deficiency Amount. With respect to a Payment Date and the preceding Determination Date, the lesser
of the Deficiency Amount as determined by the Servicer on such Determination Date and the Series
2005-1 Available Subordinated Amount for such Determination Date shall be the “Required
Subordinated Draw Amount”.



     Section 4.06 Application of Noteholder Non-Principal Collections and Investment
Proceeds. The Servicer shall cause the Indenture Trustee to apply, on each Payment Date,
Noteholder Non-Principal Collections, Reallocated Principal Collections (to the extent necessary to
cover any shortfall in clause (ii) below that is not covered by funds withdrawn from the
Reserve Account) Investment Proceeds, Available Noteholder Principal Collections and Excess
Non-Principal Collections allocated to Series 2005-1 to make the following distributions:



     (a) On each Payment Date, beginning with the Initial Payment Date, an amount equal to the sum
of Noteholder Non-Principal Collections, any Investment Proceeds deposited in the Collection
Account for the related Collection Period and Excess Non-Principal Collections allocated to Series
2005-1 on such Payment Date will be distributed in the following priority:




     (i) first, to the Servicer, for reimbursement of outstanding Servicer
Advances;




     (ii) second, an amount equal to Monthly Interest for such Payment Date, plus
the amount of any Monthly Interest previously due but not distributed to the Series 2005-1
Noteholders on a prior Payment Date (plus, but only to the extent permitted under applicable
law, the amount of any Additional Interest for such Payment Date and any Additional Interest
previously due but not distributed to the Series 2005-1 Noteholders on a prior Payment Date)
shall be paid to the Series 2005-1 Noteholders;



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     (iii) third, an amount equal to the Noteholders Monthly Servicing Fee for such
Payment Date shall be distributed to the Servicer (unless such amount has been netted
against deposits to the Collection Account or waived);




     (iv) fourth, an amount equal to the Reserve Account Deposit Amount, if any, for
such Payment Date shall be deposited in the Reserve Account;




     (v) fifth, an amount equal to the Noteholder Default Amount, if any, for such
Payment Date shall be treated as a portion of Available Noteholder Principal Collections for
such Payment Date;




     (vi) sixth, in the following order of priority: (A) an amount equal to the
aggregate amount of Noteholder Charge-Offs that have not been previously reimbursed as
provided in Section 4.09 (after giving effect to the allocation on such Payment Date
of any amount for that purpose pursuant to Section 4.09), shall be treated as a
portion of the Available Noteholder Principal Collections with respect to such Payment Date
and will increase the Invested Amount, and then (B) an amount equal to any reduction in the
Series 2005-1 Available Subordinated Amount pursuant to clause (a)(1) of the definition of
Series 2005-1 Available Subordinated Amount, and that has not been reversed pursuant to this
Section 4.06(a)(vi)(B), will be treated as Available Noteholder Principal
Collections with respect to such Payment Date and will increase the Series 2005-1 Available
Subordinated Amount;




     (vii) seventh, an amount equal to the aggregate outstanding amounts of the
Monthly Servicing Fee which have been previously waived pursuant to Section 3.01
shall be distributed to the Servicer; and




     (viii) eighth, the balance, if any, shall be treated as Excess Non-Principal
Collections and applied in accordance with Section 4.6 of the Agreement.



     (b) On each Payment Date with respect to the Revolving Period, beginning with the Initial
Payment Date, an amount equal to Available Noteholder Principal Collections (before Reallocated
Principal Collections are taken into account) for the related Collection Period shall be allocated
first if Noteholder Non-Principal Collections, Investment Proceeds, Additional Noteholder
Collections, any Servicer Advance and amounts withdrawn from the Reserve Account on any Payment
Date are not sufficient to make the entire distribution required by Section 4.06(a)(ii),
then, amounts will be applied as Reallocated Principal Collections to complete the distribution
required by Section 4.06(a)(ii) and second to make a deposit in the Excess Funding
Account (A) if the sum of (i) the Invested Amount and (ii) the amount on deposit in the Excess
Funding Account (other than Investment Proceeds) prior to the allocation on such Payment Date is
less than the outstanding principal balance of the Series 2005-1 Notes and (B) to the extent that
the Pool Balance is less than the Required Participation Amount and third treated as Excess
Principal Collections and applied in accordance with Section 4.3 of the Agreement.



     (c) On each Payment Date, beginning with the Initial Payment Date, following the first
Collection Period of the Accumulation Period or with respect to any Early Amortization



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Period, an amount equal to the Available Noteholder Principal Collections (before Reallocated
Principal Collections are taken into account) shall be distributed in the following priority:





     (i) first, for each Payment Date following the first Collection Period of the
Accumulation Period, unless an Early Amortization Event (other than an Early Amortization
Event that has resulted in an Early Amortization Period that has ended as described in
clause (c) of the definition thereof in this Series Supplement) has occurred, after giving
effect to the transactions described in clause (i) above, an amount equal to the balance, if
any, of such Available Noteholder Principal Collections shall be allocated first, if
Noteholder Non-Principal Collections, Investment Proceeds, Additional Noteholder
Collections, any Servicer Advance and amounts withdrawn from the Reserve Account on any
Payment Date are not sufficient to make the entire distribution required by Section
4.06(a)(ii), then, amounts will be applied as Reallocated Principal Collections to
complete the distribution required by Section 4.06(a)(ii) and second, as
Excess Principal Collections and applied in accordance with Section 4.3 of the
Agreement and Section 4.10; and




     (ii) second, an amount equal to Monthly Principal for such Payment Date shall
be deposited by the Servicer or Indenture Trustee into the Principal Funding Account, in the
case of each Payment Date following the first Collection Period of the Accumulation Period,
or distributed to the Series 2005-1 Noteholders in accordance with Section 4.07(ii),
in the case of any Early Amortization Period.



     Section 4.07 Distributions to Series 2005-1 Noteholders. The Servicer shall cause
the Indenture Trustee to make the following distributions at the following times from the
Collection Account, the Reserve Account, the Principal Funding Account and the Excess Funding
Account:




     (i) on each Payment Date, all amounts on deposit in the Collection Account and the
Reserve Account, that are payable to the Series 2005-1 Noteholders with respect to accrued
interest shall be distributed to the Series 2005-1 Noteholders; and




     (ii) on the earlier of (i) the Expected Principal Payment Date and on each Payment Date
thereafter, and (ii) on the first Payment Date following an Early Amortization Event (other
than an Early Amortization Event that has resulted in an Early Amortization Period that has
ended as described in clause (c) of the definition thereof in this Series Supplement) and on
each Payment Date thereafter, as applicable, all amounts on deposit in the Principal Funding
Account and the Excess Funding Account (with respect to any Payment Date following an Early
Amortization Event) and all amounts on deposit in the Collection Account that are payable
to the Series 2005-1 Noteholders with respect to principal, up to a maximum amount on any
such day equal to the Invested Amount of the Series 2005-1 Notes, shall be distributed to
the Series 2005-1 Noteholders. If on the Expected Principal Payment Date the sum of the
amount on deposit in the Principal Funding Account and the Series 2005-1 share of amounts in
the Excess Funding Account is less than the Invested Amount, then the Early Amortization
Period for Series 2005-1 shall commence.



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     Section 4.08 Application of Reserve Account and Series 2005-1 Available Subordinated
Amount.



     (a) If Noteholder Non-Principal Collections, and Investment Proceeds and any Servicer Advance
for any Payment Date are not sufficient to make the entire distributions required by Section
4.06(a)(ii), (iii), (v) and (vi)(A), the Servicer shall cause the
Indenture Trustee to withdraw funds from the Reserve Account and apply the withdrawn funds to
complete the distributions as described in Section 4.06(a)(ii), (iii), (v)
and (vi)(A).



     (b) If, on any Payment Date, there is a Required Subordinated Draw Amount for such Payment
Date, the Servicer shall apply or cause the Indenture Trustee to apply the Additional Noteholder
Collections on deposit in the Collection Account on such Payment Date, but only up to the amount of
the Required Subordinated Draw Amount, to make the distributions required by Sections
4.06(a)(ii), (iii), (v) and (vi)(A) that have not been made through any Servicer
Advance or the application of funds from the Reserve Account in accordance with Section
4.08(a). Any Additional Noteholder Collections remaining after application thereof pursuant to
the first or second preceding sentence, as applicable, shall be treated as a portion of Available
Noteholder Principal Collections for such Payment Date, but only up to the amount of unpaid
Adjustment Payments allocated to Series 2005-1. The amount of Additional Noteholder Collections
applied in accordance with the first sentence of this clause (b) shall reduce the Series 2005-1
Available Subordinated Amount in all other cases as described in clause (a)(i)(A) of the definition
thereof. If the Required Subordinated Draw Amount exceeds the Additional Noteholder Collections
for such Payment Date, the Series 2005-1 Available Subordinated Amount shall be further reduced by
the amount of such excess, but not by more than the sum of (x) the Noteholder Default Amount and
(y) the amount of unpaid Adjustment Payments allocated to Series 2005-1 and not paid by the
Transferor.



     (c) If, after giving effect to the allocations of, distributions from, and deposits in, the
Reserve Account made pursuant to Sections 4.01(c), 4.04(a), 4.06(a)(iv) and
4.08(a), the amount in the Reserve Account is greater than the Reserve Account Required
Amount for such Payment Date, the Servicer shall cause the Indenture Trustee to distribute such
excess amount to the Residual Interestholder, subject to the proviso contained in Section
4.08(e).



     (d) In the event that the Invested Amount is greater than zero on the Series 2005-1 Stated
Maturity Date, any funds remaining in the Reserve Account after the application of funds as
described herein will be treated as a portion of Available Noteholder Principal Collections for the
Payment Date occurring on the Series 2005-1 Stated Maturity Date. After making such payments to
the Series 2005-1 Noteholders, any funds remaining on deposit in the Reserve Account after the
Final Payment Date shall be paid to the Residual Interestholder.



     (e) The balance of Additional Noteholder Collections on any Payment Date, after giving effect
to any distributions thereof pursuant to Section 4.08(a), (b) or (d), shall
be distributed to the Residual Interestholder on such Payment Date.



     Section 4.09 Noteholder Charge-Offs; Reallocations of Principal. If, on any Payment
Date on which the Series 2005-1 Available Subordinated Amount on the preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and deposits



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to be made on such Payment Date) is zero and the Deficiency Amount and/or Reallocated
Principal Collections for such Payment Date is greater than zero, the Invested Amount shall be
reduced by the amount of the Deficiency Amount and Reallocated Principal Collections, but not by
more than the Noteholder Default Amount and Reallocated Principal Collections for the Payment Date
(a “Noteholder Charge-Off”). Noteholder Charge-Offs shall thereafter be reimbursed and the
Invested Amount increased (but not by an amount in excess of the aggregate unreimbursed Noteholder
Charge-Offs) by the sum of (a) Series 2005-1 Miscellaneous Payments with respect to such Payment
Date and (b) the amount of Non-Principal Collections and Investment Proceeds allocated and
available for that purpose pursuant to Section 4.06(a)(vi).




     Section 4.10 Excess Principal Collections.



     (a) That portion of Excess Principal Collections for any Payment Date equal to the amount of
the Series 2005-1 Excess Principal Collections for such Payment Date shall be allocated to Series
2005-1 and shall be distributed as set forth in this Series Supplement.



     (b) Series 2005-1 Excess Principal Collections, with respect to any Payment Date, shall mean
an amount equal to the Series 2005-1 Principal Shortfall for such Payment Date; provided,
however, that, if the aggregate amount of Excess Principal Collections for all Series for
such Payment Date is less than the aggregate amount of Principal Shortfalls for all Series for such
Payment Date, then the Series 2005-1 Excess Principal Collections for such Payment Date shall equal
the product of (x) Excess Principal Collections for all Series for such Payment Date and (y) a
fraction, the numerator of which is the Series 2005-1 Principal Shortfall for such Distribution
Date and the denominator of which is the aggregate amount of Principal Shortfalls for all Series
for such Payment Date.



     (c) Series 2005-1 is a Series that is a part of Group I with respect to the sharing of Excess
Principal Collections.



     Section 4.11 Excess Funding Account.



     (a) When required pursuant to Section 4.07, the Series 2005-1 Excess Funding Amount
shall be withdrawn from the Excess Funding Account and deposited in the Principal Funding Account;
provided however, that such deposit shall not exceed the Invested Amount of the Series 2005-1
Notes.



     (b) If any other Series is in an amortization, early amortization or accumulation period, the
amounts of any withdrawals from the Excess Funding Account and allocable to such other Series shall
be applied first to satisfy in full any then applicable funding or payment requirements of
such Series and second to make a payment to the Residual Interestholder. If more than one
other Series is in an amortization, early amortization or accumulation, the amounts of any
withdrawals from the Excess Funding Account shall be allocated (and, if necessary, reallocated)
among such Series as specified in the related Series Supplement to meet the funding or payment
requirements of each such Series first to satisfy in full all then applicable funding or payment
requirements of each such Series and second to make a payment to the Residual Interestholder.



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     Section 4.12 Postponement of the Accumulation Period. Initially, the Accumulation
Period is scheduled to be four months long. However, depending on the performance of the
Receivables owned by the Issuer, the length of the Accumulation Period may be shortened to three
months, two months or a single month as described in this Section. The Accumulation Period
Commencement Date for the Series 2005-1 Notes will be March 1, 2008, or, if the Issuer, acting
directly or through the Administrator, elects at its option to delay the start of the Accumulation
Period, a later date selected by the Issuer. Delaying the start of the Accumulation Period will
extend the Revolving Period and shorten the Accumulation Period. The Issuer may elect to delay the
start of the Accumulation Period if it believes that (i) the Issuer will be able to reallocate
investor principal amounts allocable to other series of Notes to make larger monthly deposits into
the Principal Funding Account over a shorter period of time or (ii) the payment rate on the
Receivables will permit larger monthly deposits to that account over a shorter period of time. In
order to delay the start of the Accumulation Period, the following things must occur:




     (a) the Issuer must deliver to the Indenture Trustee a certificate to the effect that
the Issuer believes that delaying the start of the Accumulation Period will not delay any
payment of principal to Series 2005-1 Noteholders;




     (b) the Rating Agency Condition must be satisfied with respect to the proposed delay in
the start of the Accumulation Period;




     (c) the amount of principal that the Indenture Trustee will deposit into the Principal
Funding Account each month during the Accumulation Period must be increased, so that the sum
of all scheduled deposits made during the shortened Accumulation Period will equal the
initial Invested Amount on the Expected Principal Payment Date;




     (d) the Accumulation Period must start no later than June 1, 2008; and




     (e) the Issuer must make this election no later than the first day of the last month of
the Revolving Period, including extensions of the Revolving Period.




     Section 4.13 Excess Non-Principal Collections.




     (a) That portion of Excess Non-Principal Collections for any Payment Date equal to the
amount of the Series 2005-1 Excess Non-Principal Collections for such Payment Date shall be
allocated to Series 2005-1 and shall be distributed as set forth in this Series Supplement.




     (b) Series 2005-1 Excess Non-Principal Collections, with respect to any Payment Date,
shall mean an amount equal to the Series 2005-1 Non-Principal Shortfall for such Payment
Date; provided, however, that, if the aggregate amount of Excess
Non-Principal Collections for all Series for such Payment Date is less than the aggregate
amount of Non-Principal Shortfalls for all Series for such Payment Date, then the Series
2005-1 Excess Non-Principal Collections for such Payment Date shall equal the product of (x)
Excess Non-Principal Collections for all Series for such Payment Date and (y) a fraction,
the numerator of which is the Series 2005-1 Non-Principal Shortfall for such



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Distribution Date and the denominator of which is the aggregate amount of Non-Principal
Shortfalls for all Series for such Payment Date.




     (c) Series 2005-1 is a Series that is a part of Group I with respect to the sharing of
Excess Non-Principal Collections.



ARTICLE V




Distributions and Reports

to Series 2005-1 Noteholders




     Section 5.01 Distributions. (a) On each Payment Date, the Indenture Trustee shall
distribute to each Series 2005-1 Noteholder of record on the preceding Record Date (other than as
provided in Section 2.7(c) of the Indenture respecting a final distribution) such
Noteholder’s pro rata share (based on the aggregate outstanding principal balance of the Series
2005-1 Notes held by such Noteholder) of the amounts on deposit in the Series 2005-1 Accounts or
the Collection Account as is payable to the Series 2005-1 Noteholders on such Payment Date pursuant
to Section 4.06 and 4.07.



     (b) Except as provided in Section 2.7(c) of the Indenture with respect to a final
distribution, distributions to Series 2005-1 Noteholders hereunder shall be made by check mailed to
each Series 2005-1 Noteholder at such Noteholder’s address appearing in the Note Register without
presentation or surrender of any Series 2005-1 Notes or the making of any notation thereon;
provided, however, that, with respect to Series 2005-1 Notes registered in the name
of a Depository, such distributions shall be made to such Depository in immediately available
funds.



     Section 5.02 Reports and Statements to Series 2005-1 Noteholders. (a) At
least two Business Days prior to each Payment Date, beginning with the Initial Payment Date, the
Servicer will provide to the Indenture Trustee and Indenture Trustee will provide to each Rating
Agency, and on each such Payment Date, the Indenture Trustee shall forward to each Series 2005-1
Noteholder of record (the “Payment Date Statement”), a statement prepared by the Servicer
setting forth certain information relating to the Trust and the Series 2005-1 Notes, including the
information contemplated by Section 3.4 of the Trust Sale and Servicing Agreement as well
as:




     (i) the Floating Allocation Percentage and the Principal Allocation Percentage for the
preceding Collection Period;




     (ii) the Required Subordinated Draw Amount, if any, for the related Collection Period;




     (iii) the amount of the Noteholder Charge-Offs and the amounts of the reversals thereof
for the related Collection Period;




     (iv) the Controlled Deposit Amount for the following Payment Date, if any;




     (v) the Series 2005-1 Available Subordinated Amount as of the last day of the preceding
Collection Period;



-21-









 






     (vi) the Reserve Account balance for the Payment Date (after giving effect to all
deposits and withdrawals to occur on the Payment Date);




     (vii) the Principal Funding Account balance for the Payment Date (after giving effect
to all deposits and withdrawals to occur on the Payment Date);




     (viii) the Servicer Advance on the Payment Date for the related Collection Period; and




     (ix) the Reallocated Principal Collections for the related Payment Date.



     (b) A copy of each statement provided pursuant to paragraph (a) will be made available for
inspection at the Corporate Trust Office. The Indenture Trustee shall make each Payment Date
Statement available each month to the Series 2005-1 Noteholders and any other parties to the Basic
Documents via the Indenture Trustee’s internet website. The Indenture Trustee shall also supply a
paper copy of any Payment Date Statement to any Person that requests it. The Indenture Trustee
shall be permitted to change the method by which Payment Date Statements are distributed in order
to make such distribution more convenient and/or more accessible to the parties to the Basic
Documents and the Series 2005-1 Noteholders. The Indenture Trustee shall provide timely and
adequate notification to the Series 2005-1 Noteholders and the parties to the Basic Documents of
any such change.



     (c) On or before January 31 of each calendar year (or such later date as may be allowed under
the provisions of the Code and the applicable Treasury Regulations), beginning with calendar year
2006, the Indenture Trustee shall furnish or cause to be furnished to each Person who at any time
during the preceding calendar year was a Series 2005-1 Noteholder (or Note Owner), a statement
prepared by the Servicer containing the information which is required to be contained in the
statement to Series 2005-1 Noteholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person (or any related Note
Owner) was a Series 2005-1 Noteholder, together with other information for such period as is
required to be provided by an issuer of indebtedness under the Internal Revenue Code and such other
customary information as is necessary to enable the Series 2005-1 Noteholders (or Residual
Interestholder) to prepare their tax returns. Such obligation of the Indenture Trustee shall be
deemed to have been satisfied to the extent that substantially comparable information shall be
provided by the Indenture Trustee pursuant to any requirements of the Internal Revenue Code as from
time to time in effect.



ARTICLE VI




Early Amortization Events




     Section 6.01 Additional Amortization Events.



     (a) Except as provided in Section 6.01(b), the occurrence of any of the following
events shall, immediately upon the occurrence thereof without notice or other action on the part of
the Indenture Trustee or the Series 2005-1 Noteholders, be deemed to be an Early Amortization Event
solely with respect to Series 2005-1:



-22-









 






     (i) on any Determination Date, the average of the Monthly Payment Rates for the three
preceding Collection Periods is less than 25%;




     (ii) on any Determination Date, the Series 2005-1 Available Subordinated Amount for the
next Payment Date will be reduced to an amount less than the Required Subordinated Amount on
such Determination Date, after giving effect to the distributions to be made on the next
Payment Date; provided that, for the purpose of determining whether an Early Amortization
Event has occurred pursuant to this clause (ii), any reduction of the Series 2005-1
Available Subordinated Amount resulting from reallocations of allocable principal
collections to pay interest on the Series 2005-1 Notes in the event LIBOR is equal to or
greater than the prime rate upon which interest on the Receivables is calculated on the
applicable LIBOR Determination Date will be considered an Early Amortization Event only if
LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days
following such Determination Date.




     (iii) any Servicing Default occurs;




     (iv) failure on the part of the Transferor, the Servicer or VCI, as applicable, (a) to
make any payment or deposit required by the Trust Sale and Servicing Agreement or the
Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or
Adjustment Payment, on or before the date occurring five Business Days after the date such
payment or deposit is required to be made therein; or (b) to deliver a Payment Date
Statement on the date required under the Trust Sale and Servicing Agreement (or within the
applicable grace period which will not exceed five Business Days); (c) to comply with its
covenant not to create any lien on a Receivable; or (d) to observe or perform in any
material respect any other covenants or agreements set forth in the Trust Sale and Servicing
Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a
period of 60 days after written notice of such failure;




     (v) any representation or warranty made by VCI in the Receivables Purchase Agreement or
by the Transferor in the Trust Sale and Servicing Agreement or any information required to
be given by the Transferor to the Indenture Trustee to identify the Accounts proves to have
been incorrect in any material respect when made and continues to be incorrect in any
material respect for a period of 60 days after written notice and as a result the interests
of the Noteholders are materially and adversely affected; provided, however,
that an Early Amortization Event shall not be deemed to occur thereunder if the Transferor
has repurchased the related Receivables or all such Receivables, if applicable, during such
60 day period in accordance with the provisions of the Trust Sale and Servicing Agreement;




     (vi) the occurrence of an Event of Default with respect to the Series 2005-1 Notes and
the declaration that the Series 2005-1 Notes are due and payable pursuant to Section
5.2 of the Indenture; and




     (vii) the amount on deposit in the Excess Funding Account exceeds 30% of the sum of the
Invested Amounts (as defined in the Series Supplements for each outstanding Series) of all
outstanding Series for three consecutive Determination Dates.



-23-









 





     (b) In the case of any event described in Section 6.01(a)(iii), (iv),
(v), (vi) and (vii) above, an Early Amortization Event with respect to
Series 2005-1 will be deemed to have occurred only if, after the applicable grace period described
in such clauses, either (i) the Indenture Trustee or (ii) Series 2005-1 Noteholders holding Series
2005-1 Notes evidencing more than 50% of the aggregate unpaid principal amount of the Series 2005-1
Notes, by written notice to the Trust, the Transferor and the Servicer (and the Indenture Trustee,
if such notice is given by Series 2005-1 Noteholders) declare that an Early Amortization Event has
occurred as of the date of such notice.



     Section 6.02 Recommencement of the Revolving Period. If any Early Amortization Event
(other than an Early Amortization Event described in Section 5.17 of the Indenture) occurs,
the Revolving Period will recommence following receipt of (i) written confirmation by each Rating
Agency (other than Moody’s) that its rating of the Series 2005-1 Notes will not be withdrawn or
lowered as a result of such recommencement and (ii) the consent of Noteholders evidencing more than
50% of the aggregate unpaid principal amount of the Series 2005-1 Notes to such recommencement,
provided that no other Early Amortization Event that has not been cured or waived as
described herein has occurred and the scheduled termination of the Revolving Period has not
occurred.



ARTICLE VII




Optional Redemption




     Section 7.01 Optional Redemption.



     (a) On any Payment Date occurring after the date on which the Invested Amount of Series 2005-1
is reduced to $85,000,000 or less (which amount shall equal 10% of the initial outstanding
principal balance of the Series 2005-1 Notes), the Transferor may, at its option, direct the Trust
to redeem the Series 2005-1 Notes in whole but not in part at a price equal to the Redemption Price
for such Payment Date.



     (b) The Transferor shall give the Indenture Trustee at least 10 days’ (or such longer period
as may be required for redemptions under the Note Depository Agreement) prior notice of the Payment
Date on which the Transferor directs the Trust to redeem the Notes and the Indenture Trustee shall
provide prompt (but not later than 10 days prior to the Payment Date on which the Transferor
intends to cause the Trust to exercise such redemption option) notice thereof to the Noteholders.
Not later than 12:00 noon, New York City time, on such Payment Date, the Transferor shall deposit
an amount equal to the sum of (i) the Series 2005-1 Excess Funding Amount (in a maximum amount not
exceeding the Redemption Price) and (ii) the excess, if any, of the Redemption Price over the
amount calculated in clause (i) into the Collection Account in immediately available funds. Such
redemption option is subject to payment in full of the Redemption Price. The Redemption Price
shall be distributed as set forth in Section 8.01.



-24-









 





ARTICLE VIII




Final Distributions




     Section 8.01 Acquisition of Notes Pursuant to Section 10.1 of the Indenture;
Distributions pursuant to Section 7.01 of this Series Supplement or Section 8.04 of the
Indenture.



     (a) The amount to be paid by the Transferor to the Principal Distribution Account with respect
to Series 2005-1 Notes in connection with a purchase of the Notes pursuant to Section 10.1
of the Indenture shall equal the Redemption Price for the Payment Date on which such repurchase
occurs.



     (b) With respect to the Redemption Price deposited into the Collection Account pursuant to
Sections 7.01 or 8.01 of this Series Supplement or Section 10.1(b) of the
Indenture, the Indenture Trustee shall, not later than 12:00 noon (New York City time), on the
Payment Date on which such amounts are deposited (or, if such date is not a Payment Date, on the
immediately following Payment Date): (x) deposit an amount equal to the Invested Amount on such
date into the Principal Funding Account and (y) deposit an amount equal to the sum of (i) Monthly
Interest for such Payment Date, (ii) any Monthly Interest previously due but not distributed on a
prior Payment Date, and (iii) the amount of Additional Interest, if any, for such Payment Date and
any Additional Interest previously due but not distributed on a prior Payment Date, in the
Collection Account with such funds designated by the Indenture Trustee as being held for the
benefit of the Series 2005-1 Noteholders.



     (c) Notwithstanding anything to the contrary in this Series Supplement or the Indenture, the
entire amount deposited in the Principal Funding Account and the Collection Account pursuant to
Section 7.01 or 8.01 hereof and all other amounts on deposit therein shall be
distributed in full to the Series 2005-1 Noteholders on such date and any distribution made
pursuant to paragraph (b) above shall be deemed to be a final distribution pursuant to Section
8.4 of the Indenture with respect to the Series 2005-1 Notes.



     Section 8.02 Disposition of Principal Receivables Pursuant to Section 5.4 of the
Indenture.



     (a) In accordance with Section 5.4 of the Indenture, in the event that the aggregate
outstanding principal amount of the Series 2005-1 Notes is greater than zero on the Series 2005-1
Stated Maturity Date (after giving effect to deposits and distributions otherwise to be made on
such Series 2005-1 Stated Maturity Date), upon receipt of an Opinion of Counsel to the effect that
its action will not result in the Trust being characterized as an association (or a publicly traded
partnership) taxable as a corporation, the Indenture Trustee will sell or cause to be sold
Principal Receivables (or interests therein) in an amount such that the proceeds of such sale equal
the Invested Amount of, and accrued and unpaid interest on, the Series 2005-1 Notes on such Series
2005-1 Stated Maturity Date (after giving effect to such deposits and distributions);
provided, however, in no event shall such amount exceed the sum of the Invested
Amount and the Series 2005-1 Available Subordinated Amount on the preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and deposits to be made on the
Payment Date following such Determination Date). The net proceeds of such sale and any



-25-









 




Collections on the Principal Receivables shall be paid pro rata to the Series 2005-1
Noteholders on the Series 2005-1 Stated Maturity Date as the final payment of the Series 2005-1
Notes (in an amount, with respect to principal, not to exceed the Invested Amount), and the Series
2005-1 Noteholders shall not receive any additional payments with respect to the Series 2005-1
Notes.




     (b) In accordance with Section 5.4 of the Indenture, in the event that an Event of
Default relating to the failure to make any required payment of interest or principal on the Series
2005-1 Notes has occurred and the Series 2005-1 Notes have been declared due and payable, on the
direction of the holders of a majority of the aggregate outstanding principal amount of the Series
2005-1 Notes, upon receipt of an Opinion of Counsel to the effect that its action will not result
in the Trust being characterized as an association (or publicly traded partnership) taxable as a
corporation, the Indenture Trustee will sell or cause to be sold an interest in the Receivables or
certain Receivables in an amount such that the net proceeds of such sale equal the Invested Amount
of, and accrued and unpaid interest on, the Series 2005-1 Notes then outstanding on such date;
provided, however, in no event shall such amount exceed the sum of the Invested
Amount and the Series 2005-1 Available Subordinated Amount on the preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and deposits to be made prior
to such date). The net proceeds of such sale will be paid pro rata to the Series 2005-1
Noteholders in an amount up to the Invested Amount of and accrued and unpaid interest on the Series
2005-1 Notes and the Series 2005-1 Noteholders shall not receive any additional payments with
respect to the Series 2005-1 Notes.



ARTICLE IX




Other Series Provisions




     Section 9.01 Additional Covenants. Except for the conveyance hereunder to the
Indenture Trustee, the Issuer shall not sell, pledge, assign or transfer to any other Person any
rights it might have to funds on deposit in the Reserve Account, the Principal Funding Account, the
Excess Funding Account or Investment Proceeds with respect thereto.



     Section 9.02 Tax Treatment. The Issuer has entered into the Agreement and this
Series Supplement and the Series 2005-1 Notes have been issued with the intention that the Series
2005-1 Notes will qualify under applicable tax law as indebtedness of the Issuer secured by the
Trust assets attributable to the Series 2005-1 Notes. The Issuer, each Beneficiary and each Series
2005-1 Noteholder and Note Owner, by the acceptance of its Series 2005-1 Note or Book-Entry Note,
as applicable, agrees to treat the Series 2005-1 Notes as indebtedness of the Issuer secured by the
Trust assets attributable to the Series 2005-1 Notes, for Federal income taxes, state and local
income, franchise, single business taxes and/or value added taxes and any other taxes imposed on or
measured by income in whole or in part.



     Section 9.03 ERISA. By its acquisition of a Series 2005-1 Note (or interest
therein), each purchaser and transferee shall be deemed to represent and warrant that either (a) it
is not (and throughout the period it holds such Note will not be) and is not acting on behalf of
(and throughout the period it holds such Note will not be acting on behalf of) (i) an “employee
benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975



-26-









 




of the Code, (iii) an entity deemed to hold the plan assets of any of the foregoing or (iv)
another plan subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or
(b) the acquisition, holding and disposition of such Note (or interest therein) will not result in
a nonexempt prohibited transaction under ERISA, Section 4975 of the Code or any similar applicable
law.




ARTICLE X




Miscellaneous Provisions




     Section 10.01 Ratification of Agreement. As supplemented by this Series Supplement,
the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by
this Series Supplement shall be read, taken and construed as one and the same instrument.



     Section 10.02 Counterparts. This Series Supplement may be executed in two or more
counterparts (and by different parties on separate counterparts) each of which shall be an
original, but all of which together shall constitute one and the same instrument.



     Section 10.03 Dealer Concentrations. So long as this Series 2005-1 shall be
outstanding, on the last day of each Collection Period, the Servicer shall determine whether there
is an Overconcentration Amount that is greater than zero, and if so, by how much. The Servicer
shall promptly provide the Indenture Trustee a report setting forth the basis for such
determination. The Indenture Trustee upon request from any Rating Agency will make such report
available to such Rating Agency.



     Section 10.04 Choice of Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF
OR OF ANY OTHER JURISDICTION, 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.



     Section 10.05 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 Series Supplement, 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;



-27-









 






     (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 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.



[Remainder of Page Intentionally Left Blank]




-28-









 





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



	 	 	 	 	 
	 	 	VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	VW CREDIT, INC., as Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Schulz
	 

	 	 	 	 
	 

	 	 	 	Name: David Schulz
	 

	 	 	 	Title: 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






Series 2005-1 Supplement

 









 








EXHIBIT A




FORM OF SERIES 2005-1 NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE MAY BE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.




A-1









 








			
	REGISTERED
	 	Initial
	 
	 	Principal Balance:1
	 
	 	$[          ]
	 	 	 
	Note No. R-	 	 
	 	 	 
	 
	 	CUSIP NO. [          ]






VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST




FLOATING RATE AUTO DEALER LOAN

BACKED NOTES, SERIES 2005-1




     Volkswagen Credit Auto Master Owner Trust, a Delaware statutory trust (herein referred to as
the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of [       ] MILLION DOLLARS, on the earlier of
the July 2010 Payment Date (the “Series 2005-1 Stated Maturity Date”) and the Redemption
Date, if any, pursuant to Section 10 of the Indenture (referred to on the reverse side
hereof), unless principal on the Notes is partially payable on a Payment Date earlier than the
Series 2005-1 Stated Maturity Date and the Redemption Date on such payment date pursuant to
Section 4.06 of the Series 2005-1 Supplement, dated as of August 11, 2005 (the “Series
Supplement”), among the Issuer, VW Credit, Inc., as Servicer (the “Servicer” or
“VCI”), and JPMorgan Chase Bank, N.A., a national banking association, as Indenture Trustee
(the “Indenture Trustee”). The Issuer will pay interest on this Note at the Note Rate, on
each Payment Date until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the close of business on the day preceding such
Payment Date, subject to certain limitations contained in Section 4.02 of the Series
Supplement and Article 4 of the Trust Sale and Servicing Agreement (referred to on the reverse side
hereof). Interest on this Note will accrue for each Payment Date from the most recent Payment Date
on which interest has been paid to but excluding the then current Payment Date or, if no interest
has yet been paid, from the Closing Date. Interest will be computed on the basis of actual days
elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the
manner specified in the Series Supplement and the Trust Sale and Servicing Agreement.



     Capitalized terms used but not defined herein are defined in Appendix A of the Trust Sale and
Servicing Agreement, and, if not therein, then in the Series Supplement.



     The Notes are secured by certain assets of the Issuer consisting primarily of a revolving pool
of receivables (the “Receivables”) arising under automobile dealer revolving floorplan financing
agreements with retail automobile dealers to finance their inventory of new and used automobile and
light-duty trucks (the “Accounts”). This note (the “Note”) does not represent an
interest in, or obligation of, Volkswagen Dealer Finance, LLC (the “Transferor” or
“VDF”), VCI, Volkswagen AG, Volkswagen of America, Inc. or any affiliate thereof other
than the Trust.





 




	
	1  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.




A-1









 










     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture, the Series 2005-1 Supplement or the Trust Sale and Servicing Agreement or be valid for
any purpose.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPALS OF CONFLICTS OF LAW THEREOF OR ANY
OTHER JURISDICTION, 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.



A-2









 





     IN WITNESS WHEREOF, the Transferor has caused this Note to be duly executed.



	 	 	 	 	 
	 	 	VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
	 
	 	 	 	 
	 	 	By: The Bank of New York (Delaware), not in its
individual capacity but solely as the Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

	 

	 	 	 	Title:






Dated:  _______________





 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes described in the within-mentioned the Indenture.



JPMORGAN CHASE BANK, N.A.,

as Indenture Trustee




	 	 	 	 	 
	by
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Authorized Officer	 	 







 









 








REVERSE OF NOTE




     This certifies that Cede & Co. (the “Series 2005-1 Noteholder”) is the registered
owner of the Note which is secured by certain assets of the VOLKSWAGEN CREDIT AUTO MASTER OWNER
TRUST (the “Trust”) created by an Amended and Restated Trust Agreement, dated as of August
11, 2005, between VDF and The Bank of New York (Delaware), as Owner Trustee (the “Owner
Trustee”). The Notes are issued pursuant to an Amended and Restated Indenture, dated as of
August 11, 2005 (the “Indenture”), between the Trust and JPMorgan Chase Bank, N.A., as
Indenture Trustee (the “Indenture Trustee”) and are subject to the terms of the Indenture,
the Amended and Restated Trust Sale and Servicing Agreement, dated as of August 11, 2005 (the
“Trust Sale and Servicing Agreement”), among VCI, VDF and the Issuer and the Series 2005-1
Supplement, dated as of August 11, 2005 (the “Series Supplement”), among the Issuer, VCI
and the Indenture Trustee.



     The corpus of the Trust includes the Issuer’s right, title and interest in, to and under (a)
all Receivables, all Collateral Security with respect thereto, all monies due or to become due
thereon (including all interest thereon accruing after the Initial Cut-Off Date, whether paid or
payable) and all amounts received with respect thereto and all proceeds thereof (including
“proceeds” as defined in Section 9-102 of the UCC) and Recoveries, existing in Accounts on the
Initial Cut-Off Date, generated in the Accounts after the Initial Cut-Off Date and Receivables
existing in or generated in any Accounts designated to the Trust on any Addition Date; (b) the
Trust Sale and Servicing Agreement (including the rights of VDF under the Receivables Purchase
Agreement assigned to the Issuer pursuant to the Trust Sale and Servicing Agreement); (c) all
Collections; (d) all funds and investments on deposit in the Trust Accounts; (e) any Enhancement
issued for a Series or Class of Notes; (f) a security interest in the Vehicles; and (g) any
proceeds of the foregoing (collectively, the “Collateral”).



     The Receivables consist of advances made directly or indirectly by VCI to domestic automobile
and/or light duty truck dealers franchised by Volkswagen of America, Inc. or other automobile
and/or light duty truck manufacturers.



     The Issuer may issue one or more additional series of Notes in accordance with the terms and
conditions authorized by or pursuant to a Series Supplement. The additional series of Notes will
be secured by certain of the Trust Assets.



     This Note is issued under and is subject to the terms, provisions and conditions of the Trust
Sale and Servicing Agreement, Indenture and the Series Supplement to which, as each may be amended
and supplemented from time to time, the Noteholder by virtue of the acceptance hereof assents and
is bound. Although a summary of certain provisions of the Trust Sale and Servicing Agreement,
Indenture and Series Supplement are set forth below, this Note does not purport to summarize the
Trust Sale and Servicing Agreement, Indenture or Series Supplement and reference is made to the
Trust Sale and Servicing Agreement, Indenture and Series Supplement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Indenture Trustee. A copy of the Trust Sale and Servicing Agreement,
Indenture and Series Supplement (without schedules and exhibits) may be requested from the
Indenture Trustee by writing to the Indenture Trustee at JPMorgan Chase Bank, N.A., 4 New York
Plaza, 6th Floor, New York, New York



A-5









 




10004, Attention: Global Corporate Trust Services. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the Trust Sale and Servicing
Agreement or the Series Supplement. In the event of any conflict between this Note, on the one
hand, and the Indenture, the Trust Sale and Servicing Agreement or the Series Supplement on the
other hand, the Indenture, the Trust Sale and Servicing Agreement or such Series Supplement shall
control.




     The Transferor has entered into the Trust Sale and Servicing Agreement and the Series
Supplement and the Notes have been (or will be) issued with the intention that the Notes will
qualify under applicable law as indebtedness of the Transferor secured by the Receivables. The
Transferor, each Beneficiary and each Noteholder and Note Owner, by the acceptance of its Note or
Book-Entry Note, as applicable, agrees to treat the Notes as indebtedness of Transferor secured by
the Receivables for Federal income taxes, state and local income, franchise, single business taxes
and/or value added taxes and any other taxes imposed on or measured by income in whole or in part.



     On each Payment Date, the Indenture Trustee shall distribute to each Noteholder at the close
of business on the day preceding such Payment Date (each a “Record Date”) such Noteholder’s
pro rata share of such amounts on deposit in the Collection Account and any Series Account are
payable in respect of Notes pursuant to the Trust Sale and Servicing Agreement and Series
Supplement. Distributions with respect to this Note will be made by the Indenture Trustee by check
mailed to the address of the Noteholder of record appearing on the Note Register without the
presentation or surrender of this Note or the making of any notation thereon (except for the final
distribution in respect of this Note) except that with respect to Notes registered in the name of a
Depository, including Cede & Co., the nominee for DTC, distributions will be made in immediately
available funds. Final payment of this Note will be made only upon presentation and surrender of
this Note at the office or agency specified in the notice of final distribution delivered by the
Indenture Trustee to the Noteholder in accordance with the Indenture.



     On the Payment Date occurring after the date on which the Invested Amount of Series 2005-1 is
reduced to $85,000,000 or less (which amount shall equal 10% of the initial outstanding principal
balance of the Series 2005-1 Notes), the Transferor may, at its option, subject to the condition
set forth in Section 7.01 of the Series Supplement, direct the Trust to redeem the Series
2005-1 Notes in whole or in part. The purchase price will be equal to the Redemption Price for
such Payment Date (as defined in the Series Supplement).



     This Note does not represent an obligation of, or an interest in Volkswagen AG, Volkswagen of
America, Inc., the Transferor, the Servicer, or any affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality. This Note is limited in right of payment
to certain Collections with respect to the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Trust Sale and Servicing Agreement and Series Supplement.



     Each of the Trust Sale and Servicing Agreement and the Indenture may be amended, amended and
restated, modified or supplemented from time to time in accordance with the terms and conditions
set forth therein.



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     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Note Register of the Note Registrar upon surrender of
this Note for registration of transfer at the office or agency maintained by the Note Registrar in
New York, New York, accompanied by a written instrument of transfer in form satisfactory to the
Note Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized, and
thereupon one or more new Notes of authorized denominations evidencing the same aggregate
fractional undivided interest will be issued to the designated transferee or transferees.



     By its acquisition of this Note (or interest therein), each Holder shall be deemed to
represent and warrant that either (a) it is not (and throughout the period it holds such Note will
not be) and is not acting on behalf of (and throughout the period it holds such Note will not be
acting on behalf of) (i) an “employee benefit plan” as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA,
(ii) a “plan” as defined in Section 4975 of the Code, (iii) an entity deemed to hold the plan
assets of any of the foregoing or (iv) another plan subject to a law that is similar to Title I of
ERISA or Section 4975 of the Code or (b) the acquisition, holding and disposition of such Note (or
interest therein) will not result in a nonexempt prohibited transaction under ERISA, Section 4975
of the Code or any similar applicable law.



     The Notes are issuable only as registered Notes without coupons in denominations specified in
the Indenture.



     As provided in the Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for new Notes of a like Series and class and aggregate principal amount as requested
by the Noteholder surrendering such Notes. No service charge may be imposed for any such exchange
but Indenture Trustee may require payment of sums sufficient to cover a tax or other governmental
charge that may be imposed in connection therewith.



     The Servicer, the Indenture Trustee, the Transferor and the Note Registrar and any agent of
any of them, may treat the person in whose name this Note is registered as the owner hereof for all
purposes, and neither the Servicer nor the Indenture Trustee, the Transferor and Note Registrar,
nor any agent any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Indenture.



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ASSIGNMENT



Social Security or other identifying number of assignee




 





FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 



(name and address of assignee)



the within note and all rights thereunder, and hereby irrevocably constitutes and appoints
_________, attorney, to transfer said note on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	(*)	 	NOTE: The signature to this assignment must correspond with the name of the registered owner
as it appears on the reverse of the within Note in every particular, without alternation,
enlargement or any change whatsoever.






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