Item 1.01. Entry into a Material Definitive Agreement.
On November 24, 2020, Volkswagen Auto Lease/Loan Underwritten Funding, LLC (VALU Funding), VW Credit, Inc. (VCI) and Citigroup Global
Markets Inc., on its own behalf and as representative of the several underwriters thereunder (the Underwriters) entered into an Underwriting Agreement, pursuant to which notes in the following classes:
Class A-1, Class A-2, Class A-3 and Class A-4 (collectively, the
Notes) with an aggregate principal balance of $1,000,000,000 were sold to the Underwriters. The Notes will be issued on or about December 3, 2020 (the Closing Date).
Attached as Exhibit 1.1 is the Underwriting Agreement.
The Co-Registrants are filing the exhibits listed in Item 9.01(d) below in connection with the
issuance and sale of the Notes described in the Final Prospectus dated November 24, 2020. The Co-Registrants are filing the following documents, each of which will be dated as of the Closing Date:
1. Transaction SUBI Supplement 2020-A to Origination Trust Agreement, by and among VCI, as owner of the
entire undivided interest in VW Credit Leasing, Ltd. (the Origination Trust), U.S. Bank National Association (the UTI Trustee, the SUBI Trustee and the Administrative Trustee) and Wilmington Trust
Company (the Delaware Trustee), pursuant to which the Origination Trust will issue a certificate (the Transaction SUBI Certificate) evidencing a special unit of beneficial interest in certain of the Origination Trusts
retail automobile leases, the related Volkswagen and Audi leased vehicles and related property (the Included Units).
Sale Agreement, by and between VCI, as seller and VALU Funding, as buyer, pursuant to which VCI will transfer to VALU Funding the Transaction SUBI Certificate.
3. Amended and Restated Trust Agreement, by and between VALU Funding and Deutsche Bank Trust Company Delaware (the Owner Trustee)
which will amend and restate the trust agreement pursuant to which Volkswagen Auto Lease Trust 2020-A (the Issuing Entity) was created.
4. SUBI Transfer Agreement, by and between VALU Funding, as seller and the Issuing Entity, as buyer, pursuant to which VALU Funding will
transfer to the Issuing Entity the Transaction SUBI Certificate.
5. Transaction SUBI Supplement
2020-A to Servicing Agreement, by and among VCI, as servicer, the Origination Trust and the SUBI Trustee, pursuant to which VCI will agree to the servicing of the Included Units.
6. Indenture, by and between the Issuing Entity and Citibank, N.A. (the Indenture Trustee), pursuant to which the Notes will be
7. Administration Agreement, by and among the Issuing Entity, VCI, as administrator and the Indenture Trustee, relating to the
provision by VCI of certain services relating to the Issuing Entity and the Notes.
8. Asset Representations Review Agreement, by and among
the Issuing Entity, VCI, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, relating to the review of certain representations relating to the Included Units.
The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File Nos. 333-214626, 333-214626-01).