Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2018, 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-A, Class A-2-B, 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 November 21, 2018 (the Closing Date).
Attached as Exhibit 1.1 is the Underwriting Agreement.
Item 8.01. Other Events.
The Registrant and Co-Registrant 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 15, 2018. The Registrant is filing
the following documents, each of which will be dated as of the Closing Date:
1. Purchase Agreement, between VCI and VALU Funding, pursuant
to which VCI will transfer to VALU Funding certain motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles, minivans and sport utility vehicles (the Receivables) and related
2. Amended and Restated Trust Agreement, by and among VALU Funding, Citibank, N.A. (the Owner Trustee) and Citicorp
Trust Delaware, National Association (the Issuer Delaware Trustee) which will amend and restate the trust agreements pursuant to which Volkswagen Auto Loan Enhanced Trust 2018-2 (the Issuing
Entity) was created.
3. Sale and Servicing Agreement, by and among the Issuing Entity, VALU Funding, as seller, VCI, as servicer and
Deutsche Bank Trust Company Americas (the Indenture Trustee), pursuant to which the Receivables and related property will be transferred to the Issuing Entity.
4. Indenture, by and between the Issuing Entity and the Indenture Trustee, pursuant to which the Notes will be issued.
5. 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.
6. Asset Representations Review Agreement 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 Receivables.
The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-205992).
Exhibit 4.1 is the form of Indenture, as Exhibit 10.1 is the form of Purchase Agreement, as Exhibit 10.2 is the form of Sale and Servicing Agreement, as Exhibit 10.3 is the form of Administration Agreement, as Exhibit
10.4 is the form of Amended and Restated Trust Agreement, as Exhibit 10.5 is the form of Asset Representations Review Agreement.
connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is
being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.