exv10w7






Exhibit 10.7




SWAP TRANSACTION CONFIRMATION






	 	 	 
	Date:

	 	December 29, 2008
	 
	 	 
	To:

	 	Volkswagen Auto Loan Enhanced Trust 2008-2 (“Party B”)

c/o Deutsche Bank Trust Company Delaware, as Owner Trustee

1011 Centre Road, 2nd Floor

Wilmington, Delaware 19805

	 
	 	 
	 

	 	Attention: Elizabeth Ferry
Facsimile: (302) 636-3399
	 
	 	 
	From:

	 	HSBC Bank USA, N.A.

452 5th Avenue

New York, New York 10018

Attention: Christian McGreevy

Telephone: (212) 525-8710

Facsimile: (212) 525-5512
	 
	 	 
	Ref. No.

	 	514233HN






Dear Sir or Madam:



The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the “Transaction”). This
Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified
below.



1. The definitions and provisions contained in (i) the 2006 ISDA Definitions (the “ISDA
Definitions”), as published by the International Swaps and Derivatives Association, Inc., and (ii)
the Sale and Servicing Agreement dated as of December 29, 2008 (the “Sale and Servicing Agreement”)
between Party B, as issuer, VW Credit, Inc., as servicer, Volkswagen Auto Lease/Loan Underwritten
Funding, LLC, as seller and Citibank, N.A., as indenture trustee, relating to the issuance by Party
B of certain debt obligations, are incorporated into this Confirmation. In the event of any
inconsistency between the ISDA Definitions and this Confirmation, this Confirmation will govern.
References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for
purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Sale and Servicing Agreement.



This Confirmation supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement
dated as of December 29, 2008 as amended and supplemented from time to time (the “Agreement”)
between you and us. All provisions contained in the Agreement govern this Confirmation except as
expressly modified herein.



2. The terms of the particular Transaction to which the Confirmation relates are as follows:




					
	 	 	 	 	 
	 
	 	1
	 	VALET 2008-2 Confirmation

(Front Swap: A-2-B)






 









 






	 	 	 	 	 
	Transaction Type:
	 	Interest Rate Swap
	 	 
	 	 	 
	 	 
	Notional Amount:
	 	For the Initial Calculation Period, the
Notional Amount shall be equal to USD
$50,000,000. For each subsequent
Calculation Period, the Notional Amount
shall be equal to the aggregate
outstanding principal amount of the
Class A-2-B Notes on the first day of
such Calculation Period. With respect
to any Payment Date, the aggregate
outstanding principal amount of the
Class A-2-B Notes will be determined
using the Servicer Certificate issued on
the Determination Date immediately
preceding the Payment Date (giving
effect to any reductions of the
outstanding principal amount of the
Class A-2-B Notes reflected in such
Servicer Certificate).
	 	 
	 	 	 
	 	 
	Trade Date:
	 	December 19, 2008
	 	 
	 	 	 
	 	 
	Effective Date:
	 	December 29, 2008
	 	 
	 	 	 
	 	 
	Termination Date:
	 	The earlier of (i) May 20, 2011 and (ii)
the date on which the outstanding
principal amount of the Class A-2-B
Notes is reduced to zero, in each case
subject to adjustment in accordance with
the Business Day Convention.
	 	 
	 	 	 
	 	 
	Initial Calculation Period:
	 	From and including the Effective Date to
but excluding January 20, 2009.
	 	 
	 	 	 
	 	 
	Business Day Convention:
	 	Following
	 	 
	 	 	 
	 	 
	Business Day:
	 	New York, Delaware and Virginia
	 	 
	 	 	 
	 	 
	Fixed Amounts:
	 	 
	 	 
	 	 	 
	 	 
	          Fixed Rate Payer:
	 	Party B
	 	 
	 	 	 
	 	 
	          Period End Dates:
	 	Monthly on the 20th of each month,
commencing January 20, 2009, through and
including the Termination Date, in each
case with No Adjustment.
	 	 
	 	 	 
	 	 
	          Payment Dates:
	 	Monthly on the 20th of each
month, commencing January 20, 2009,
through and including the Termination
Date, in each case subject to adjustment
in accordance with the Business Day
Convention.
	 	 
	 	 	 
	 	 
	          Fixed Rate:
	 	1.345%
	 	 
	 	 	 
	 	 
	          Fixed Rate Day Count
Fraction:
	 	30/360
	 	 






2









 






	 	 	 	 	 
	Floating Amounts:
	 	 
	 	 
	 	 	 
	 	 
	          Floating Rate Payer:
	 	Party A
	 	 
	 	 	 
	 	 
	          Period End Dates:
	 	Monthly on the 20th of each month,
commencing January 20, 2009, through and
including the Termination Date, subject
to adjustment in accordance with the
Business Day Convention.
	 	 
	 	 	 
	 	 
	          Payment Dates:
	 	Monthly on the 20th of each
month, commencing January 20, 2009,
through and including the Termination
Date, in each case subject to adjustment
in accordance with the Business Day
Convention.
	 	 
	 	 	 
	 	 
	Floating Rate for
initial Calculation Period

	 	0.47125%
	 	 
	 	 	 
	 	 
	          Floating Rate Option:
	 	USD-LIBOR-BBA
	 	 
	 	 	 
	 	 
	          Designated Maturity:
	 	1 Month
	 	 
	 	 	 
	 	 
	          Floating Rate Day
Count Fraction:
	 	Actual/360
	 	 
	 	 	 
	 	 
	          Reset Dates:
	 	The first day of each Calculation Period.
	 	 
	 	 	 
	 	 
	3. The additional provisions of this Confirmation are as follows:
	 	 	 
	 	 
	 Calculation Agent:
	 	As specified in the Agreement
	 	 
	 	 	 
	 	 
	 Payments to Party A:
	 	 
	 	 
	 	 	HSBC Bank USA, N.A.

ABA : 021-001-088

Swift: MRMDUS33

Account Number: 000049298
	 	 
	 	 	 
	 	 
	 Payments to Party B:
	 	 
	 	 
	 	 	Volkswagen Auto Loan Enhanced Trust 2008-2

Collection Account, AC # 107770
	 	 
	 	 	 
	 	 
	 	 	Deposits to the Collection Account shall be made via fed
	 	 






3









 






	 	 	 	 	 
	 	 	wire in accordance with the instructions below:
	 	 
	 	 	 
	 	 
	 	 	Citibank, N.A.

ABA: 021-000-089

Account: 3617-2242

Ref: VALET 2008-2 Collection Account
	 	 






[signature page follows]




4









 







Unless otherwise provided in the Agreement, this Confirmation is governed by the laws of the State
of New York.



Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a
copy of this Confirmation and returning it to us.




Very truly yours,




HSBC BANK USA, N.A.




	 	 	 	 	 
	By:

	 	/s/ Charleen Collins, /s/ Dennis J. Nevins	 	 
	 

	 	 

Name: Charleen Collins, Dennis J. Nevins
	 	 
	 

	 	Title: Vice President, ID# 15564, Assistant Vice President, ID# 15157
	 





Accepted and confirmed as of the date first above written:




	 	 	 	 	 
	VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2
	By: Deutsche Bank Trust Company Delaware, not in its
 individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michele HY Voon	 	 
	 

	 	 

Name: Michele HY Voon
	 	 
	 

	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark DiGiacomo	 	 
	 

	 	 

Name: Mark DiGiacomo
	 	 
	 

	 	Title: Attorney-in-Fact	 	 







5