exv10w1



 







Exhibit 10.1



 





VW CREDIT LEASING, LTD.




TRANSACTION SUBI SUPPLEMENT 2006-A

TO ORIGINATION TRUST AGREEMENT




Between




VW CREDIT, INC.,

As Settlor And Initial Beneficiary




And




U.S. BANK NATIONAL ASSOCIATION,

As Administrative Trustee, UTI Trustee And SUBI Trustee




Dated as of August 3, 2006




 





 









 





Contents




	 	 	 	 	 	 	 
	Clause	 	Subject Matter	 	Page
	PART X DEFINITIONS; THIRD-PARTY BENEFICIARIES	 	 	2	 
	 
	 	 	 	 	 	 
	Section 10.1
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	Section 10.2
	 	Third-Party Beneficiaries	 	 	3	 
	 
	 	 	 	 	 	 
	PART XI CREATION OF THE Transaction SUBI	 	 	3	 
	 
	 	 	 	 	 	 
	Section 11.1
	 	Initial Creation of Transaction SUBI Portfolio and Transaction SUBI	 	 	3	 
	 
	 	 	 	 	 	 
	Section 11.2
	 	Subsequent Removals From the Transaction SUBI Portfolio	 	 	3	 
	 
	 	 	 	 	 	 
	Section 11.3
	 	Issuance and Form of Transaction SUBI Certificate	 	 	4	 
	 
	 	 	 	 	 	 
	Section 11.4
	 	Filings; Termination of Transaction SUBI; Related Matters	 	 	4	 
	 
	 	 	 	 	 	 
	Section 11.5
	 	Acceptance by SUBI Trustee	 	 	5	 
	 
	 	 	 	 	 	 
	Section 11.6
	 	Representations and Warranties of SUBI Trustee	 	 	5	 
	 
	 	 	 	 	 	 
	Section 11.7
	 	Merger and Consolidation of Origination Trustees	 	 	6	 
	 
	 	 	 	 	 	 
	PART XII ASSIGNMENT OF THE TRANSACTION SUBI	 	 	6	 
	 
	 	 	 	 	 	 
	Section 12.1
	 	Assignment	 	 	6	 
	 
	 	 	 	 	 	 
	PART XIII MISCELLANEOUS PROVISIONS	 	 	7	 
	 
	 	 	 	 	 	 
	Section 13.1
	 	Amendment, Etc.	 	 	7	 
	 
	 	 	 	 	 	 
	Section 13.2
	 	Governing Law	 	 	8	 
	 
	 	 	 	 	 	 
	Section 13.3
	 	Notices	 	 	8	 
	 
	 	 	 	 	 	 
	Section 13.4
	 	Severability of Provisions	 	 	8	 
	 
	 	 	 	 	 	 
	Section 13.5
	 	Effect of Transaction SUBI Supplement on Origination Trust Agreement and Transaction Documents	 	 	8	 
	 
	 	 	 	 	 	 
	Section 13.6
	 	Each SUBI Separate; Assignees of SUBI	 	 	9	 
	 
	 	 	 	 	 	 
	Section 13.7
	 	No Petition; Release of Claims	 	 	9	 
	 
	 	 	 	 	 	 
	Section 13.8
	 	Tax Matters	 	 	10	 
	 
	 	 	 	 	 	 
	Section 13.9
	 	ENTIRE AGREEMENT	 	 	10	 
	 
	 	 	 	 	 	 
	Section 13.10
	 	Submission to Jurisdiction; Waiver of Jury Trial	 	 	10	 
	 
	 	 	 	 	 	 
	Section 13.11
	 	Form 10-D Filings	 	 	11	 
	 
	 	 	 	 	 	 
	Section 13.12
	 	Form 8-K Filings	 	 	11	 
	 
	 	 	 	 	 	 
	Section 13.13
	 	Indemnification	 	 	11	 
	 
	 	 	 	 	 	 
	Section 13.14
	 	Several Obligations	 	 	12	 






-i-









 








TRANSACTION SUBI SUPPLEMENT 2006-A

TO ORIGINATION TRUST AGREEMENT




     THIS TRANSACTION SUBI SUPPLEMENT 2006-A TO ORIGINATION TRUST AGREEMENT (as amended, modified
or supplemented from time to time, the “Transaction SUBI Supplement”), dated and effective
as of August 3, 2006, is between VW CREDIT, INC., a Delaware corporation (“VCI”; in its
capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the
“Initial Beneficiary”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association,
as successor to U.S. Bank Trust National Association, as administrative trustee (in such capacity,
together with any successor or permitted assign, the “Administrative Trustee”), as UTI
trustee (in such capacity, together with any successor or permitted assign, the “UTI
Trustee”) and as trustee with respect to the Transaction SUBI (in such capacity, together with
any successor or permitted assign, the “SUBI Trustee”; together with the UTI Trustee, the
Administrative Trustee and Wilmington Trust Company, as Delaware Trustee (the “Delaware
Trustee”), the “Origination Trustees”).



RECITALS




     A. The Settlor, the UTI Trustee, the Administrative Trustee and the Delaware Trustee have
entered into that certain Trust Agreement dated as of June 2, 1999 (as modified, supplemented or
amended from time to time, the “Origination Trust Agreement”) pursuant to which the Settlor
formed VW Credit Leasing, Ltd., a Delaware statutory trust (the “Origination Trust”) for
the purpose of acting as agent and nominee owner of various Origination Trust Assets in accordance
with the Origination Trust Agreement.



     B. The Origination Trust and VCI, as servicer (in its capacity as servicer, the
“Servicer”), also have entered into that certain Servicing Agreement dated as of June 22,
1999 and as amended and restated as of December 21, 2000 (as modified, supplemented or amended from
time to time, the “Servicing Agreement”), which provides, among other things, for the
servicing of the Origination Trust Assets by the Servicer.



     C. The Origination Trust Agreement contemplates that from time to time the UTI Trustee, on
behalf of the Origination Trust and at the direction of the Initial Beneficiary, will identify and
allocate on the Origination Trust’s books and records certain Origination Trust Assets from the
Undivided Trust Interest to separate SUBI Portfolios and will create and issue Certificates to the
Initial Beneficiary representing separate special units of beneficial interest in the Origination
Trust or “SUBIs”, the beneficiary or beneficiaries of which will hold an exclusive 100%
undivided beneficial ownership interest in the related SUBI Portfolios, all as set forth in the
Origination Trust Agreement.



     D. The parties hereto desire to supplement the terms of the Origination Trust Agreement (i) to
cause the UTI Trustee to identify and allocate Origination Trust Assets to a SUBI Portfolio (the
“Transaction SUBI Portfolio”), which shall consist of Transaction Units consisting of
Transaction Leases, Transaction Vehicles and the associated Related Rights, (ii) to create and
issue to the Initial Beneficiary a SUBI Certificate (such SUBI Certificate, together with any
replacements thereof, the “Transaction SUBI Certificate”) that will evidence and represent
the entire and exclusive beneficial ownership interest in the related SUBI (the



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“Transaction SUBI”) and the interests in the SUBI Portfolio represented thereby, (iii)
to provide for the Origination Trust’s continued holding of record title to the Transaction SUBI
Portfolio (including the Transaction Vehicles) as agent and nominee for (and solely for the benefit
of) the holder of the Transaction SUBI Certificate, and (iv) to set forth the terms and conditions
thereof.




     E. Concurrently herewith, (i) VCI and Volkswagen Auto Lease Underwritten Funding, LLC, a
Delaware limited liability company (the “Transferor”), are entering into a SUBI Sale
Agreement, pursuant to which the Transferor will purchase the Transaction SUBI and (ii) the
Transferor and Volkswagen Auto Lease Trust 2006-A, a Delaware statutory trust (the
“Issuer”), are entering into a SUBI Transfer Agreement, pursuant to which the Transferor
will transfer the Transaction SUBI to the Issuer.



     F. Concurrently herewith, the Issuer is entering into an asset-backed financing transaction
pursuant to, among other agreements, an Indenture dated as of the date hereof (the
“Indenture”) between the Issuer and Citibank, N.A., as indenture trustee (the
“Indenture Trustee”), pursuant to which, among other things, the Issuer will issue notes
and will grant a security interest to the Indenture Trustee in certain of its assets, including the
Transaction SUBI.



     G. Also concurrently herewith, the Origination Trust, the Servicer and the SUBI Trustee are
entering into that certain Transaction SUBI Supplement 2006-A to Servicing Agreement (as amended,
modified or supplemented from time to time, the “Transaction SUBI Servicing Supplement”)
pursuant to which, among other things, the terms of the Servicing Agreement will be supplemented
insofar as they apply to the Transaction SUBI Portfolio, providing for specific servicing
obligations.



     NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and
in the Origination Trust Agreement, the parties hereto agree to the following supplemental
obligations with regard to the Transaction SUBI Portfolio:



PART X

DEFINITIONS; THIRD-PARTY BENEFICIARIES




     Section 10.1 Definitions.



     For all purposes of this Transaction SUBI Supplement, except as otherwise expressly provided
or unless the context otherwise requires, (a) unless otherwise defined herein, all capitalized
terms used herein shall have the meanings attributed to them in Appendix A to the
Indenture, (b) all capitalized terms used herein which are not defined herein or in the Indenture
and which are defined in the Origination Trust Agreement shall have the meanings attributed to them
by the Origination Trust Agreement, (c) all references to words such as “herein”, “hereof” and the
like shall refer to this Transaction SUBI Supplement as a whole and not to any particular article
or section within this Transaction SUBI Supplement, (d) the term “include” and all variations
thereon shall mean “include without limitation”, and (e) the term “or” shall include “and/or”.



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     Section 10.2 Third-Party Beneficiaries.



     The holder and pledgees of the Transaction SUBI Certificate (including the Issuer and the
Indenture Trustee), and their respective successors, permitted assigns and pledgees are third-party
beneficiaries of the Origination Trust Agreement and this Transaction SUBI Supplement, insofar as
they apply to the Transaction SUBI.



PART XI

CREATION OF THE TRANSACTION SUBI




     Section 11.1 Initial Creation of Transaction SUBI Portfolio and Transaction SUBI.



     (a) Pursuant to Section 4.2(a) of the Origination Trust Agreement, the Initial
Beneficiary hereby directs the UTI Trustee to identify and allocate or cause to be identified and
allocated on the books and records of the Origination Trust a separate portfolio of SUBI Assets to
be accounted for and held in trust independently from all other Origination Trust Assets consisting
of those Units (each, a “Transaction SUBI Asset”), which shall include Leased Vehicles
which are identified on Schedule 1 to this Transaction SUBI Supplement, the Transaction
Leases relating thereto and all other Origination Trust Assets to the extent related thereto (other
than cash which does not constitute Collections received on or after the Cut-Off Date). Based upon
their identification and allocation by the Initial Beneficiary pursuant to such Schedule 1,
the UTI Trustee hereby identifies and allocates as Transaction SUBI Assets such portfolio of SUBI
Assets to be held by the Origination Trust, as agent and nominee (and solely for the benefit of)
the holder of the Transaction SUBI Certificate, each such SUBI Asset to be identified on the books
and accounts of the Origination Trust as belonging exclusively to the Transaction SUBI Portfolio;
provided that any Collections received on or prior to the Cut-Off Date for any such Transaction
Unit identified on Schedule 1 shall not be allocated as Transaction SUBI Assets and shall
not belong to the Transaction SUBI Portfolio.



     (b) Also pursuant to Section 4.2(a) of the Origination Trust Agreement, the UTI
Trustee hereby creates a SUBI which shall be known as the “VW Credit Leasing Ltd. Transaction
Special Unit of Beneficial Interest 2006-A Certificate” or “Transaction SUBI” and which shall
represent an exclusive and specific 100% beneficial ownership interest solely in the Transaction
SUBI Portfolio and those proceeds or assets derived from or earned by such Transaction SUBI
Portfolio.



     (c) Pursuant to Section 4.2(d) of the Origination Trust Agreement (which requires each
holder of a SUBI to appoint for such SUBI a trustee), VCI has appointed U.S. Bank National
Association as the SUBI Trustee for the Transaction SUBI and the Transaction SUBI Portfolio.



     Section 11.2 Subsequent Removals From the Transaction SUBI Portfolio.



     (a) Upon compliance by VCI with the provisions of Section 2.3(c) of the SUBI Sale
Agreement to repurchase the beneficial interest in any Transaction Unit, such Unit shall be
identified on a schedule to the Servicer Certificate and reallocated from the Transaction SUBI to
the Undivided Trust Interest on the Payment Date that such reallocation payment is made. Upon the
Payment Date of any of the foregoing reallocations, the UTI Trustee and the SUBI Trustee



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will each make (or cause to be made) a notation in their respective records reflecting the
reallocation of such Origination Trust Assets as of the time thereof.




     (b) Upon compliance by the Servicer with the provisions of Section 7.12 of the
Transaction SUBI Servicing Supplement to purchase the beneficial interest in any Transaction Unit
subject to a Postmaturity Term Extension, such Unit will be identified on a schedule to the
Servicer Certificate and reallocated from the Transaction SUBI to the Undivided Trust Interest (if
the Servicer is VCI) or to an Other SUBI designated by the Servicer (if the Servicer is not VCI) on
the Payment Date that such reallocation payment is made. Upon the Payment Date of any of the
foregoing reallocations, the SUBI Trustee and the UTI Trustee or Other SUBI Trustee, as applicable,
will each make (or cause to be made) a notation in their respective records reflecting the
reallocation of such Origination Trust Assets as of the time thereof.



     Section 11.3 Issuance and Form of Transaction SUBI Certificate.



     (a) The Transaction SUBI shall be represented by a Transaction SUBI Certificate which shall
represent an exclusive 100% beneficial ownership interest in the Transaction SUBI and the
Transaction SUBI Portfolio, as further set forth herein. The Transaction SUBI Certificate shall be
substantially in the form of Exhibit A attached hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required by this Transaction SUBI Supplement
and may have such letters, numbers or other marks of identification and such legends and
endorsements placed thereon as may, consistently herewith and with the Origination Trust Agreement,
be directed by the Initial Beneficiary. Any portion of the Transaction SUBI Certificate may be set
forth on the reverse thereof. The Transaction SUBI Certificate shall be printed, lithographed,
typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner
as may, consistently herewith and with the Origination Trust Agreement, be determined by the
Initial Beneficiary.



     (b) The Transaction SUBI Certificate shall contain an express written release and
subordination of any claim by any holder thereof to any proceeds or assets of any Origination
Trustee and to all of the Origination Trust Assets other than those from time to time included
within the Transaction SUBI Portfolio.



     Section 11.4 Filings; Termination of Transaction SUBI; Related Matters.



     (a) The Settlor, the UTI Trustee and the SUBI Trustee will undertake all other and future
actions and activities as may be required by the Servicer (pursuant to the Transaction SUBI
Servicing Supplement) to perfect (or evidence) and confirm the foregoing identification and
allocation of SUBI Assets to the Transaction SUBI Portfolio, including filing or causing to be
filed UCC financing statements and executing and delivering all related filings, documents or
writings as may be deemed reasonably necessary by the Servicer hereunder or under any of the
Transaction Documents and as are presented to them in final execution form; provided, however, that
in no event will the Settlor, the Servicer or any Origination Trustee be required to take any
action to indicate any Person as lienholder or change the Person listed as owner on the Certificate
of Title for any Leased Vehicle allocated to the Transaction SUBI Portfolio other than as provided
in Section 11.4(c) below. The Settlor hereby irrevocably makes and appoints each of the
SUBI Trustee and the Servicer, and any of their respective officers, employees or agents, as



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the true and lawful attorney-in-fact of the Settlor (which appointment is coupled with an
interest and is irrevocable) with power to sign on behalf of the Settlor any security agreements,
mortgages, assignments, affidavits, letters of authority, notices or similar documents necessary or
appropriate to be executed or filed pursuant to this Section.




     (b) If all of the Transaction Units have been liquidated into cash and all of such cash shall
have been distributed in accordance with the Transaction SUBI Servicing Supplement, then, at the
direction of the holder of the Transaction SUBI Certificate, the Transaction SUBI shall be
terminated and the Transaction SUBI Certificate shall be returned to the SUBI Trustee and canceled
thereby.



     (c) Upon a written direction to the SUBI Trustee to revoke and terminate the Transaction SUBI
by the holder of the Transaction SUBI Certificate, the SUBI Trustee shall (i) revoke the
Transaction SUBI and (ii) promptly, at the expense of the holder of the Transaction SUBI
Certificate, distribute the Transaction SUBI Assets to the holder of the Transaction SUBI
Certificate; provided, however, that the Transaction SUBI shall not be subject to such revocation
prior to the earlier of (A) the acceleration of the Notes under Section 5.2 of the
Indenture following an Indenture Default or (B) payment in full of principal and accrued interest
on the Notes.



     Section 11.5 Acceptance by SUBI Trustee.



     The SUBI Trustee shall have only the rights, powers and duties as set forth herein and in the
Origination Trust Agreement with respect to the Transaction SUBI. In accordance with Section
3.1(d) of the Origination Trust Agreement, the SUBI Trustee hereby accepts its appointment as
SUBI Trustee with respect to the Transaction SUBI hereunder and agrees to act as a trustee of the
Origination Trust for the benefit of the holder or holders of each Transaction SUBI Certificate in
accordance with the terms of this Transaction SUBI Supplement and the Origination Trust Agreement.
Except to execute and deliver the Transaction Documents to which it is a party and to exercise and
carry out or cause to be exercised and carried out the rights, duties and obligations of the SUBI
Trustee hereunder and thereunder and except as otherwise authorized by the holder of the
Transaction SUBI Certificate, the SUBI Trustee shall have no power, right, duty or authority to
manage, control, possess, sell, lease, dispose of or in any other manner deal in or with the
Transaction SUBI Certificate, the Transaction SUBI Portfolio or any Transaction SUBI Asset or any
part thereof or interest therein at any time conveyed to or vested in or registered or otherwise
standing in the name of the SUBI Trustee or the Origination Trust.



     Section 11.6 Representations and Warranties of SUBI Trustee.



     The SUBI Trustee hereby makes the following representations and warranties on which the
Settlor and Initial Beneficiary, each of their permitted assignees and each holder of the
Transaction SUBI Certificate may rely:



     (a) Organization and Good Standing. The SUBI Trustee is a national banking
association, duly organized, validly existing and in good standing under the laws of the United
States.



Transaction SUBI Supplement 2006-A to

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     (b) Power and Authority. The SUBI Trustee has full power, authority and right to
execute, deliver and perform this Transaction SUBI Supplement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Transaction SUBI Supplement.



     (c) Due Execution. This Transaction SUBI Supplement has been duly executed and
delivered by the SUBI Trustee, and this Transaction SUBI Supplement and the Origination Trust
Agreement are legal, valid and binding instruments enforceable against the SUBI Trustee in
accordance with their respective terms, except as such enforceability may be limited by bankruptcy,
insolvency and other similar laws relating to the enforcement of creditors’ rights generally and to
general principles of equity.



     (d) No Conflict. Neither the execution and delivery of this Transaction SUBI
Supplement nor the consummation of the transactions herein contemplated, nor compliance with the
provisions hereof, will conflict with or result in a breach of, or constitute a default (with
notice or passage of time or both) under, any provision of any law, governmental rule, regulation,
judgment, decree or order binding on the SUBI Trustee or the charter or bylaws of the SUBI Trustee
or any provision of any mortgage, indenture, contract, agreement or other instrument to which the
SUBI Trustee is a party or by which it is bound. No consent, approval or authorization of, or
filing, registration or qualification with, or the giving of notice or the taking of any other
action with respect to, any federal or Delaware state Governmental Authority is required on the
part of the SUBI Trustee in connection with the execution, delivery and performance by the SUBI
Trustee of the Origination Trust Agreement, the Servicing Agreement, the Transaction SUBI Servicing
Supplement and this Transaction SUBI Supplement.



     (e) Location of Records. The office where the SUBI Trustee keeps its records
concerning the transactions contemplated hereby is located at 209 S. LaSalle Street, Suite 300,
Chicago, Illinois 60604.



     Section 11.7 Merger and Consolidation of Origination Trustees. Each Origination
Trustee shall give notice to the Transferor and the Administrator within a reasonable time after
affecting any merger, consolidation, or other transaction set forth in Section 6.5 of the
Origination Trust Agreement.



PART XII

ASSIGNMENT OF THE TRANSACTION SUBI




     Section 12.1 Assignment.



     The parties to this Transaction SUBI Supplement hereby acknowledge and consent to the
mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights
hereunder. In addition, the parties to this Transaction SUBI Supplement hereby acknowledge and
agree that for so long as the Notes are outstanding, the Indenture Trustee and the Issuer acting
jointly will have the right to exercise all rights, remedies, powers, privileges and claims of the
Issuer under this Transaction SUBI Supplement; provided, however, that after the occurrence



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of an Indenture Default, the Indenture Trustee alone will have the right to exercise such
rights, remedies, powers, privileges and claims.




PART XIII

MISCELLANEOUS PROVISIONS




     Section 13.1 Amendment, Etc.



     (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination
Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals
solely with the Transaction SUBI and the Transaction SUBI Portfolio, may be amended in accordance
with this Section 13.1.



     (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI
Supplement may be amended by the Initial Beneficiary, without the consent of any other Person;
provided that (i) any amendment that materially and adversely affects the interests of the
Noteholders shall require the consent of Noteholders evidencing not less than a majority of the
aggregate outstanding principal amount of the Outstanding Notes, voting as a single class, and (ii)
any amendment that materially and adversely affects the interests of the Origination Trustees, the
Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose
interests are materially and adversely affected. An amendment shall be deemed not to materially
and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied
with respect to such amendment. The consent of the Certificateholders shall be deemed to have been
given if the Servicer does not receive a written objection from such Person within 10 Business Days
after a written request for such consent shall have been given.



     (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or
principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the
consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding
principal amount of the Outstanding Notes, the Holders of which are required to consent to any
matter without the consent of the Holders of at least the percentage of the aggregate outstanding
principal amount of the Outstanding Notes which were required to consent to such matter before
giving effect to such amendment.



     (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction
SUBI Supplement may be amended by the Initial Beneficiary without the consent of any of the
Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or with respect to any
law or regulation or any accounting rule or principle (whether now or in the future in effect); it
being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.



     (e) It shall not be necessary for the consent of any Person pursuant to this Section for such
Person to approve the particular form of any proposed amendment, but it shall be sufficient if such
Person consents to the substance thereof.



     (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial
Beneficiary shall provide each Rating Agency with written notice of the substance of



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such amendment. No later than 10 Business Days after the execution of any amendment to this
Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each
Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee.




     (g) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner
Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and
conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and
that all conditions precedent to the execution and delivery of such amendment have been satisfied.



     Section 13.2 Governing Law.



     THIS TRANSACTION SUBI SUPPLEMENT SHALL BE CREATED UNDER AND GOVERNED BY AND CONSTRUED UNDER
THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES
OF CONFLICTS OF LAWS.



     Section 13.3 Notices.



     All demands, notices and communications hereunder shall be in writing and shall be delivered or
mailed by registered or certified first class United States mail, postage prepaid, hand delivery,
prepaid courier service, or by telecopier, and addressed in each case as set forth in Schedule II
to the Indenture or at such other address as shall be designated by any of the foregoing in a
written notice to the other parties hereto. Delivery shall occur only upon receipt or reported
tender of such communication by an officer of the recipient entitled to receive such notices
located at the address of such recipient for notices hereunder.



     Section 13.4 Severability of Provisions.



     If any one or more of the covenants, agreements, provisions or terms of this Transaction SUBI
Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Transaction SUBI Supplement and shall in no way affect the validity or
enforceability of the other provisions of this Transaction SUBI Supplement or of the Transaction
SUBI Certificate or the rights of the holder thereof. To the extent permitted by law, the parties
hereto waive any provision of law that renders any provision of this Transaction SUBI Supplement
invalid or unenforceable in any respect.



     Section 13.5 Effect of Transaction SUBI Supplement on Origination Trust Agreement and
Transaction Documents.



     (a) Except as otherwise specifically provided herein: (i) the parties shall continue to be
bound by all provisions of the Origination Trust Agreement; and (ii) the provisions set forth
herein shall operate either as additions to or modifications of the obligations of the parties
under the Origination Trust Agreement, as the context may require. In the event of any conflict
between the provisions of this Transaction SUBI Supplement and the Origination Trust



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Agreement with respect to the Transaction SUBI, the provisions of this Transaction SUBI
Supplement shall prevail.




     (b) For purposes of determining the parties’ obligations under this Transaction SUBI
Supplement with respect to the Transaction SUBI, general references in the Origination Trust
Agreement to: (i) the SUBI Portfolio shall be deemed to refer more specifically to the Transaction
SUBI Portfolio; (ii) the SUBI Supplement shall be deemed to refer more specifically to this
Transaction SUBI Supplement; and (iii) the SUBI Servicing Agreement Supplement shall be deemed to
refer more specifically to the Transaction SUBI Servicing Supplement.



     Section 13.6 Each SUBI Separate; Assignees of SUBI.



     Each party hereto acknowledges and agrees (and each holder or pledgee of the Transaction SUBI,
by virtue of its acceptance of such Transaction SUBI or pledge thereof acknowledges and agrees)
that (a) the Transaction SUBI is a separate series of the Origination Trust as provided in Section
3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801
et seq., (b)(i) the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to the Transaction SUBI or the Transaction SUBI
Portfolio shall be enforceable against the Transaction SUBI Portfolio only and not against any
Other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to any Other SUBI, any Other SUBI
Portfolio, the UTI or the UTI Portfolio shall be enforceable against such Other SUBI Portfolio or
the UTI Portfolio only, as applicable, and not against the Transaction SUBI or any Transaction SUBI
Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any
SUBI (other than the Transaction SUBI) shall not be subject to the claims, debts, liabilities,
expenses or obligations arising from or with respect to the Transaction SUBI, in respect of such
claim, (d)(i) no creditor or holder of a claim relating to the Transaction SUBI or the Transaction
SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to
the UTI or the UTI Portfolio or any Other SUBI or the assets allocated thereto, and (ii) no
creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the
Transaction SUBI or any SUBI Assets other than the Transaction SUBI Portfolio shall be entitled to
maintain any action against or recover any assets allocated to the Transaction SUBI, and (e) any
purchaser, assignee or pledgee of an interest in the Transaction SUBI or the Transaction SUBI
Certificate, must, prior to or contemporaneously with the grant of any such assignment, pledge or
security interest, (i) give to the Origination Trust a non-petition covenant substantially similar
to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an
agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI
Certificate and any Other SUBI or Other SUBI Certificate to release all claims to the assets of the
Origination Trust allocated to the UTI and each Other SUBI Portfolio and, in the event that such
release is not given effect, to fully subordinate all claims it may be deemed to have against the
assets of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio.



     Section 13.7 No Petition; Release of Claims.



     With respect to each Bankruptcy Remote Party, each party hereto (and each holder and pledgee
of the Transaction SUBI, by virtue of its acceptance of such SUBI or pledge thereof)



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agrees that, prior to the date which is one year and one day after payment in full of all
obligations under each Financing, (i) no party hereto shall authorize such Bankruptcy Remote Party
to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or
seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other
similar official with respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party,
or to make a general assignment for the benefit of any party hereto or any other creditor of such
Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other
Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, liquidation or insolvency law or statute now or hereafter in effect in any
jurisdiction.




     Section 13.8 Tax Matters.



     Each of the Initial Beneficiary, the UTI Trustee, the Delaware Trustee, the SUBI Trustee and
any holder or pledgee of the Transaction SUBI (including the Issuer and the Indenture Trustee,
respectively) agree that for federal, state and local income, franchise and/or value added tax
purposes it shall not treat this Transaction SUBI Supplement as creating or constituting a trust,
partnership, association taxable as a corporation or any other type of separate entity (and will
report for such purposes in a consistent manner therewith). Instead, each of such parties agrees,
and will consistently report, that for federal, state and local income, franchise and/or value
added tax purposes the Origination Trust holds the Transaction SUBI Portfolio and each asset
therein as a mere agent of the Issuer. Each such party further agrees that the Origination Trust
is acting as holder of record title to the Transaction SUBI Portfolio, including the Transaction
Vehicles, solely for the benefit of, and as agent and nominee of, the Issuer, and shall not hold
itself out or act in a manner inconsistent with it acting merely as agent and nominee.



     Section 13.9 ENTIRE AGREEMENT.



     THIS TRANSACTION SUBI SUPPLEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED IN
CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND THERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



     Section 13.10 Submission to Jurisdiction; Waiver of Jury Trial.



     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
Transaction SUBI Supplement or any documents executed and delivered in connection herewith, or for
recognition and enforcement of any judgment in respect thereof, to the nonexclusive



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general jurisdiction of the courts of the State of New York, the courts of the United States
of America for the Southern District of New York and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;



     (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address determined in accordance with Section 13.3 of this
Transaction SUBI Supplement; 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.



     Section 13.11 Form 10-D Filings. So long as the Transferor is filing Exchange Act
Reports with respect to the Issuer, no later than each Payment Date, the Origination Trustees shall
notify the Transferor of any Form 10-D Disclosure Item with respect to the Origination Trustees,
together with a description of any such Form 10-D Disclosure Item in form and substance reasonably
acceptable to the Transferor.



     Section 13.12 Form 8-K Filings. So long as the Transferor is filing Exchange Act
Reports with respect to the Issuer, the Origination Trustees shall promptly notify the Transferor,
but in no event later than five (5) Business Days after its occurrence, of any Reportable Event of
which a Responsible Officer of the Origination Trustees has actual knowledge (other than a
Reportable Event described in clause (a) or (b) of the definition thereof as to
which the Transferor or the Servicer has actual knowledge). The Origination Trustees shall be
deemed to have actual knowledge of any such event to the extent that it relates to the Origination
Trustees in their individual capacity or any action by the Origination Trustees under this
Agreement or the Origination Trust Agreement.



     Section 13.13 Indemnification. (a) U.S. Bank and/or Wilmington Trust Company, as
applicable, shall indemnify the Transferor, each Affiliate of the Transferor or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act) and the respective present and former directors, officers, employees and
agents of each of the foregoing, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and
any other costs, fees and expenses that any of them may sustain arising out of or based upon:



     (i) (A) any untrue statement of a material fact contained in any information provided in
writing by U.S. Bank or Wilmington Trust Company to the Transferor or its affiliates under
Sections 13.11 or 13.12 (such information, the “Provided Information”), or
(B) the omission to state in the Provided Information a material fact required to be stated in the
Provided Information, or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of clarification,



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that clause (B) of this paragraph shall be construed solely by reference to the
related information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Provided Information or any portion thereof
is presented together with or separately from such other information; or




     (ii) any failure by U.S. Bank or Wilmington Trust Company to deliver any information, report,
or other material when and as required under Sections 13.11 or 13.12.



     (b) In the case of any failure of performance described in clause (a)(ii) of this
Section, U.S. Bank and/or Wilmington Trust Company, as applicable, shall promptly reimburse the
Transferor for all costs reasonably incurred in order to obtain the information, report or other
material not delivered as required by U.S. Bank or Wilmington Trust Company.



     (c) Notwithstanding anything to the contrary contained herein, in no event shall U.S. Bank of
Wilmington Trust Company be liable for special, indirect or consequential damages of any kind
whatsoever, including but not limited to lost profits, even if U.S. Bank or Wilmington Trust
Company has been advised of the likelihood of such loss or damage and regardless of the form of
action.



     Section 13.14 Several Obligations. The obligations of U.S. Bank, Wilmington Trust
Company and the Origination Trustees under Sections 13.11, 13.12 and 13.13
above are separate and not joint obligations of each such person, and in no event shall such
persons have any liability for the acts or omissions of any other person.



[SIGNATURES ON NEXT PAGE]




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



	 	 	 	 	 	 	 
	 	 	VW CREDIT, INC.,	 	 
	 	 	as Settlor and Initial Beneficiary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin Luedtke
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Martin Luedtke	 	 
	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Flaherty	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Timothy Flaherty	 	 
	 	 	Title: Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Administrative Trustee, UTI Trustee
and SUBI Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Melissa A. Rosal	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Melissa A. Rosal	 	 
	 	 	Title: Vice President	 	 






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Wilmington Trust Company, acting in its capacity as Delaware Trustee, hereby acknowledges its
agreement to be bound by the provisions set forth in Sections 13.11, 13.12 and
13.13 of this Transaction SUBI Supplement.




	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

as Delaware Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ian P. Monigle
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ian P. Monigle	 	 
	 	 	Title: Administrative Account Manager	 	 
	 	 	     Authorized Signer	 	 






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SCHEDULE 1

Transaction SUBI Supplement

2006-A




DESCRIPTION OF TRANSACTION UNITS




[delivered electronically to the Indenture Trustee]




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EXHIBIT A




FORM OF TRANSACTION SUBI CERTIFICATE




VW CREDIT LEASING, LTD.




TRANSACTION SPECIAL UNIT OF BENEFICIAL INTEREST 2006-A CERTIFICATE





evidencing an exclusive undivided 100% beneficial ownership interest in all Transaction SUBI
Assets (as defined below).




(This Certificate does not represent an obligation of, or an interest in, VW Credit, Inc. or
any of its affiliates (other than the Origination Trust (as defined below)).)


Number Transaction SUBI-2006-A




     THIS
CERTIFIES THAT ___ is the registered owner of a 100%
nonassessable, fully-paid, exclusive undivided interest in the Transaction SUBI Portfolio (such
interest, a “Transaction SUBI”) of VW Credit Leasing, Ltd., a Delaware statutory trust (the
“Origination Trust”) formed by VW Credit, Inc., a Delaware corporation, as settlor
(“VCI” or, in its capacity as settlor thereunder, and, together with any successor or
assign, the “Settlor”), Wilmington Trust Company, a Delaware banking corporation, as
Delaware trustee (the “Delaware Trustee”), and U.S. Bank National Association (f/k/a U.S.
Bank Trust National Association), as administrative trustee (the “Administrative Trustee”)
and UTI trustee (the “UTI Trustee”). The Origination Trust was created pursuant to a Trust
Agreement dated as of June 2, 1999 (as modified, supplemented, or amended from time to time, the
“Agreement”) among VCI as the Settlor and as the sole initial beneficiary (in such
capacity, and, together with any successor or permitted assign, the “Initial Beneficiary”),
the UTI Trustee, the Administrative Trustee and the Delaware Trustee, as supplemented for purposes
hereof by that certain Transaction SUBI Supplement 2006-A to Origination Trust Agreement dated as
of August 3, 2006 (as amended, modified or supplemented from time to time, the “Transaction
SUBI Supplement”) among the Settlor, the Initial Beneficiary, the UTI Trustee, the
Administrative Trustee and U.S. Bank National Association, as the SUBI Trustee (the “SUBI
Trustee”; together with the UTI Trustee, the Administrative Trustee and the Delaware Trustee,
the “Origination Trustees”). To the extent not otherwise defined herein, the capitalized
terms herein have the meanings set forth in the Agreement.



     This Certificate is the duly authorized certificate issued under the Agreement and the
Transaction SUBI Supplement and designated as “VW Credit Leasing, Ltd. Transaction Special Unit of
Beneficial Interest 2006-A Certificate” (the “Transaction SUBI Certificate”). This
Transaction SUBI Certificate is issued under and is subject to the terms, provisions and conditions
of the Agreement and the Transaction SUBI Supplement, to which Agreement the holder of this
Transaction SUBI Certificate by virtue of the acceptance hereof assents and by which such holder is
bound. Also to be issued under the Agreement are various other series of Certificates, the first
designated as “VW Credit Leasing, Ltd. Undivided Trust Interest Certificates” (the “Undivided
Trust Interest Certificates”), and the others each designated as “VW Credit Leasing, Ltd.
Special Unit of Beneficial Interest Certificates” (the “SUBI 



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Certificates” and, together with the Undivided Trust Interest Certificates, the
“Certificates”). The Undivided Trust Interest Certificates, taken together, evidence an
exclusive undivided interest in the assets of the Origination Trust, other than SUBI Assets (each
as defined in the Agreement); each other series of SUBI Certificates, taken together, will evidence
an exclusive undivided interest in a separate SUBI Portfolio other than the Transaction SUBI
Portfolio.




     The Certificates do not represent an obligation of, or an interest in, the Settlor, any
Origination Trustee or any of their respective affiliates (other than the Origination Trust). A
copy of the Agreement may be examined during normal business hours at the principal office of the
Settlor or any Origination Trustee, and at such other places, if any, designated by the Settlor or
any Origination Trustee, by the holder hereof upon request.



     By accepting this Certificate, the holder hereof releases (or fully subordinates, but only to
the extent such release is not given effect) any claim in respect of this Certificate to any
proceeds or assets of the Origination Trust and to all of the assets of the Origination Trust other
than those from time to time included within the Transaction SUBI Portfolio (the “Transaction
SUBI Assets”) and those proceeds or assets derived from or earned by the Transaction SUBI
Assets.



     Prior to due presentation of this Certificate for registration of a permitted transfer, the
Origination Trustees, the certificate registrar and any of their respective agents may treat the
person or entity in whose name this Certificate is registered as the owner hereof for the purpose
of receiving distributions and for all other purposes, and, except as provided for in the
Agreement, neither the Origination Trustees, the certificate registrar nor any such agent shall be
affected by any notice to the contrary.



     The holder of this Certificate covenants and agrees that prior to the date which is one year
and one day after the date upon which all obligations under each Financing have been paid in full,
it will not institute against, or join any other Person in instituting against, the Origination
Trust, the Initial Beneficiary, any Special Purpose Entity, or any general partner of any Special
Purpose Entity that is a partnership, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.



     No bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy, insolvency or similar law shall be instituted by
the Origination Trust without the unanimous consent of all Origination Trustees and
Certificateholders hereunder. A SUBI Trustee shall not so consent unless directed to do so by the
holder of the applicable SUBI, and the Delaware Trustee shall not so consent unless directed to do
so by all of the Certificateholders.



     Unless this Certificate shall have been executed by an authorized officer of the
Administrative Trustee and the SUBI Trustee, by manual signature, this Certificate shall not
entitle the holder hereof to any benefit under the Agreement or be valid for any purpose.



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     IN WITNESS WHEREOF, the Administrative Trustee and the SUBI Trustee on behalf of the
Origination Trust and not in their individual capacities have caused this Transaction SUBI
Certificate to be duly executed.



	 	 	 	 	 	 	 
	Dated:	 	VW CREDIT LEASING, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. BANK NATIONAL ASSOCIATION, not in its
individual capacity but solely as Administrative
Trustee and SUBI Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 





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