VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST FLOATING RATE AUTO DEALER LOAN BACKED NOTES, SERIES 2005-1 VOLKSWAGEN DEALER FINANCE, LLC (TRANSFEROR) UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2005 • Volkswagen Credit Auto Master Owner Trust • Finance services • New York
AMENDED AND RESTATED TRUST SALE AND SERVICING AGREEMENT AMONG VW CREDIT, INC., as Servicer VOLKSWAGEN DEALER FINANCE, LLC, as Transferor AND VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST, as Trust DATED AS OF August 11, 2005Trust Sale and Servicing Agreement • August 15th, 2005 • Volkswagen Credit Auto Master Owner Trust • Finance services • New York
AMENDED AND RESTATED TRUST SALE AND SERVICING AGREEMENT dated as of August 11, 2005, by and among VW CREDIT, INC., a Delaware corporation (the “Servicer”), VOLKSWAGEN DEALER FINANCE, LLC, a Delaware limited liability company (the “Transferor”), and VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST, a Delaware statutory trust (formerly known as VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST, a New York common law trust) (the “Trust”).
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT BETWEEN VW CREDIT, INC., as Seller AND VOLKSWAGEN DEALER FINANCE, LLC, as Buyer DATED AS OF AUGUST 11, 2005Receivables Purchase Agreement • August 15th, 2005 • Volkswagen Credit Auto Master Owner Trust • Finance services • New York
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005 (as amended, supplemented or modified from time to time, this “Agreement”) between VW CREDIT, INC., a Delaware corporation (“VCI”), as seller, and VOLKSWAGEN DEALER FINANCE, LLC, a Delaware limited liability company (“VDF”), as buyer.
OMNIBUS AMENDMENTOmnibus Amendment • August 15th, 2005 • Volkswagen Credit Auto Master Owner Trust • Finance services • Delaware
This OMNIBUS AMENDMENT is made as of August 11, 2005 (this “Amendment”) by VW Credit, Inc., a Delaware corporation (the “Servicer” and “Administrator”), Volkswagen Dealer Finance, LLC, a Delaware limited liability company (the “Transferor”), JPMorgan Chase Bank, N.A., a national banking association (the “Indenture Trustee”), The Bank of New York (Delaware), a Delaware banking corporation (the “Owner Trustee”), and Volkswagen Credit Auto Master Owner Trust, a Delaware statutory trust (the “Trust”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the applicable Basic Document (as defined in the Series 2005-1 Supplement (the “Series 2005-1 Supplement”) dated as of the date hereof (the “Series 2005-1 Closing Date”) among the Issuer, the Servicer and the Indenture Trustee).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT AMONG VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST, as Issuer AND VW CREDIT, INC., as Administrator AND JPMORGAN CHASE BANK, N.A., as Indenture Trustee DATED AS OF August 11, 2005Administration Agreement • August 15th, 2005 • Volkswagen Credit Auto Master Owner Trust • Finance services • New York
THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”) is dated as of August 11, 2005, among VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST, a Delaware statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as administrator (the “Administrator”), and JPMORGAN CHASE BANK, N.A., a national banking association (as successor in interest to Bank One, National Association), not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT BETWEEN VOLKSWAGEN DEALER FINANCE, LLC, as Transferor THE BANK OF NEW YORK (Delaware), as Owner Trustee AND THE BANK OF NEW YORK (Delaware), as Resigning Trustee DATED AS OF AUGUST 11, 2005Trust Agreement • August 15th, 2005 • Volkswagen Credit Auto Master Owner Trust • Finance services • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 11, 2005 (as amended, supplemented or modified from time to time, this “Agreement” or this “Trust Agreement”), between VOLKSWAGEN DEALER FINANCE, LLC, a Delaware limited liability company, as Transferor (the “Transferor”), THE BANK OF NEW YORK (Delaware), a Delaware banking corporation, as Owner Trustee (not in its individual capacity but solely as Owner Trustee, the “Owner Trustee”) and THE BANK OF NEW YORK, a New York banking corporation, as resigning trustee (the “Resigning Trustee”).
