VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2007-1
VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC
$325,000,000 5.31720% Auto Loan Asset Backed Class A-1 Notes
$387,000,000 5.29% Auto Loan Asset Backed Class A-2 Notes
$203,000,000 5.20% Auto Loan Asset Backed Class A-3 Notes
$283,571,000 LIBOR + 0.00% Auto Loan Asset Backed Class A-4 Notes
February 6, 2007
Greenwich Capital Markets, Inc.
as a Representative of the
600 Steamboat Road
Greenwich, CT 06830
HSBC Securities (USA) Inc.,
as a Representative of the
452 Fifth Avenue
New York, NY 10018
Ladies and Gentlemen:
SECTION 1. Introductory. Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor” or the “Seller”) proposes to transfer $325,000,000 aggregate principal amount of 5.31720% Auto Loan Asset Backed Class A-1 Notes (the “Class A-1 Notes”), $387,000,000 aggregate principal amount of 5.29% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $203,000,000 aggregate principal amount of 5.20% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and $283,571,000 aggregate principal amount of LIBOR + 0.00% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes”, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture, dated as of February 13, 2007 (as amended, supplemented or modified from time to time, the “Indenture”), between Volkswagen Auto Loan Enhanced Trust 2007-1 (the “Issuer”) and Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles or light-duty trucks (the “Receivables”) and certain related rights. The Receivables
will be sold to the Issuer by the Seller and will be serviced for the Issuer by VW Credit, Inc. (“VW Credit”), as servicer (in such capacity, the “Servicer”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A to the Sale and Servicing Agreement, dated as of February 13, 2007 (as amended, supplemented or modified from time to time, the “Sale and Servicing Agreement”), among the Servicer, the Issuer, the Seller and the Indenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and VW Credit hereby agree that the “Closing Date” shall be February 13, 2007, 10:00 a.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representatives and the Seller).
The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-133770), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the provisions of the Securities Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “Agreement”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”