As filed with the Securities and Exchange Commission on February 22, 2005

Registration No. 333-121824

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Volkswagen Auto Lease Trust 2005-A

(Issuer with respect to the Notes)

Volkswagen Auto Lease Underwritten Funding, LLC

(Originator of the Note Issuer and Transferor of the Transaction SUBI Certificate to the Note Issuer)

(Exact name of registrant as specified in its charter)

VW Credit Leasing, Ltd.

(Issuer with respect to the Transaction SUBI Certificate)

3800 Hamlin Road

Auburn Hills, Michigan 48326

(248) 754-5000

(Address, including zip code, and telephone number, including

area code, of the principal executive offices of Volkswagen Auto Lease Trust 2005-A,

Volkswagen Auto Lease Underwritten Funding, LLC and VW Credit Leasing, Ltd.)

Allen Strang, Esq.

VW Credit, Inc.

3800 Hamlin Road

Auburn Hills, Michigan 48326

(248) 754-5396

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copies to:

Stuart M. Litwin, Esq.

Mayer, Brown, Rowe & Maw LLP

190 South LaSalle Street

Chicago, Illinois 60603

(312) 782-0600

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this Form is to be a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the registration statement of the earlier effective registration statement for the same offering.     o

      If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number if the earlier effective registration statement for the same offering.     o

      If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

CALCULATION OF REGISTRATION FEE

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS

DATED FEBRUARY 18, 2005

$1,500,000,000

Auto Lease Asset Backed Notes

Volkswagen Auto Lease Trust 2005-A

Issuer

Volkswagen Auto Lease Underwritten Funding, LLC

Transferor

VW Credit, Inc.

Servicer

       The sources for payment of the notes are a selected portfolio of retail automobile leases and the related Volkswagen and Audi leased vehicles, payments due on the lease contracts, proceeds from the sale of the leased vehicles and funds on deposit in the reserve account. Interest and principal on the notes are scheduled to be paid monthly on the 20th day of the month (or, if the 20th is not a business day, the next business day). The first scheduled payment date is March 21, 2005.

       Before you purchase any notes, you should review carefully the risk factors beginning on page 6 of this prospectus.

       The notes will represent obligations of a trust and are not interests in or obligations of Volkswagen Auto Lease Underwritten Funding, LLC, VW Credit, Inc., VW Credit Leasing, Ltd. or any of their affiliates.

      The issuer will issue the following classes of notes for sale:

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Bookrunners

CITIGROUP

BARCLAYS CAPITAL

Co-Managers

ABN AMRO INCORPORATED

RBS GREENWICH CAPITAL

The date of this prospectus is February      , 2005.

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED

IN THIS PROSPECTUS

Content of Prospectus

      You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with different information. If you receive any other information, you should not rely on it. You should not assume that the information in this prospectus is accurate as of any date other than the date at the bottom of the front cover page.

      We include cross-references in this prospectus to the captions herein under which you can find additional related information. The table of contents lists the pages on which these captions are located.

      You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page 87.

      In this prospectus, the term “we” refers to Volkswagen Auto Lease Underwritten Funding, LLC.

Limitations on Offers or Solicitations

      We do not intend this document to be an offer or solicitation:

      (1) if used in a jurisdiction where the offer or solicitation is not authorized;

      (2) if the person making the offer or solicitation is not qualified to do so; or

      (3) if the offer or solicitation is made to anyone to whom it is unlawful to make the offer or solicitation.

Dealer Prospectus Delivery Requirements

      Until 90 days after the date of this prospectus, all dealers that effect transactions in the notes, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

      The transferor, VW Credit, Inc., VW Credit Leasing, Ltd. and the issuer have filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement under the Securities Act of 1933, as amended, with respect to the notes being offered in this prospectus. This prospectus does not contain all of the information in the Registration Statement. The Registration Statement is available for inspection and copying at the public reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov. VW Credit, Inc., on behalf of the issuer, will also file or cause to be filed with the Commission periodic reports required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

TABLE OF CONTENTS

TRANSACTION OVERVIEW

Issuer:		Volkswagen Auto Lease Trust 2005-A
Transferor:		Volkswagen Auto Lease Underwritten Funding, LLC
Servicer:		VW Credit, Inc.
Administrator:		VW Credit, Inc.
Owner Trustee:		The Bank of New York (Delaware)
Indenture Trustee:		JPMorgan Chase Bank, N.A.
Origination Trust:		VW Credit Leasing, Ltd.
Transaction SUBI Trustee:		U.S. Bank National Association
Notes to be Offered:

		Principal
		Amount				Interest
Class of Notes		(Approximate)				Rates
A-1 Notes		$	425,000,000					%
A-2 Notes		$	420,000,000					%
A-3 Notes		$	485,000,000					%
A-4 Notes		$	170,000,000					%

Class A-1 Notes:		Actual number of days elapsed and a 360-day year
Class A-2 Notes,
Class A-3 Notes and
Class A-4 Notes:		A 360-day year of twelve 30-day months
Cutoff Date:		Close of business on December 26, 2004
Credit Enhancement:		A reserve account and overcollateralization
Payment Dates:		The 20th day of each month or the next business day, if that day is not a business day
First Payment Date:		March 21, 2005

Class A-1 Notes:		March 20, 2006
Class A-2 Notes:		April 20, 2007
Class A-3 Notes:		May 20, 2008
Class A-4 Notes:		October 20, 2010
Closing Date:		Expected on or about March 3, 2005

•	the aggregate outstanding principal amount of the notes as of the preceding payment date over
•	the difference between

	(1) the aggregate securitization value of the leases and leased vehicles allocated to the Transaction SUBI at the end of the collection period minus
	(2) $219,101,124; provided, that this amount will be reduced by any amounts previously deposited in the principal distribution account in accordance with the fourth clause above;

•	the Transaction SUBI Certificate, which is described below, including the right to receive the monthly payments under the leases and the amounts realized from sales of the related leased vehicles, and
•	the amounts deposited in the reserve account (including investment income earned on those amounts).

•	an aggregate securitization value of $1,753,206,931, of which $1,190,577,447 (approximately 67.91%) represented the base residual values of the leased vehicles;
•	a weighted average original lease term of approximately 43.0 months; and
•	a weighted average remaining term to scheduled maturity of approximately 28.0 months.

•	overcollateralization; and
•	the reserve account.

						Standard &
Class		Moody’s				Poor’s
A-1			P-1				A-1+
A-2			Aaa				AAA
A-3			Aaa				AAA
A-4			Aaa				AAA

RISK FACTORS

      You should consider the following risk factors in deciding whether to purchase any of the notes.

OVERVIEW OF THE TRANSACTION

      Please refer to page iv for a diagram providing an overview of the transaction described in this prospectus. You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page 87.

      All of the motor vehicle dealers in the VW Credit, Inc. (“VW Credit”) network of dealers have entered into agreements pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to VW Credit Leasing, Ltd., a Delaware statutory trust (the “origination trust”). The origination trust was created in June 1999 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The origination trust issued to VW Credit the undivided trust interest representing the entire beneficial interest in the unallocated assets of the origination trust. In this prospectus, we refer to the undivided trust interest in the origination trust as the “UTI.” See “The Origination Trust — Property of the Origination Trust.” In connection with this transaction, VW Credit will instruct the trustees of the origination trust:

The Transaction SUBI will represent the entire beneficial interest in the Included Units. The origination trust will issue a certificate evidencing the Transaction SUBI (the “Transaction SUBI Certificate”) to or upon the order of VW Credit, as beneficiary of the UTI. Upon the creation of the Transaction SUBI, the Included Units will no longer constitute assets of the origination trust represented by the UTI and VW Credit’s interest in the origination trust assets represented by the UTI will be reduced accordingly. The Transaction SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the Included Units. The Transaction SUBI will not represent a beneficial interest in any origination trust assets other than the Included Units. Payments made on or in respect of any origination trust assets other than the Included Units will not be available to make payments on the notes. VW Credit, as beneficiary of the UTI, may from time to time cause special units of beneficial interest similar to the Transaction SUBI (each, an “Other SUBI”) to be created. The issuer (and, accordingly, the noteholders) will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. See “The Origination Trust” and “The Transaction SUBI.”

      On the closing date, which is the date of initial issuance of the notes, VW Credit will sell, transfer and assign the Transaction SUBI Certificate to Volkswagen Auto Lease Underwritten Funding, LLC (the “transferor”). The transferor will in turn transfer and assign the Transaction SUBI Certificate to Volkswagen Auto Lease Trust 2005-A, a newly formed Delaware statutory trust (the “issuer”). The issuer will issue the notes in an aggregate principal amount of $1,500,000,000 (the “initial note balance”), and will pledge the Transaction SUBI Certificate to the indenture trustee as security therefor. Each note will represent an obligation of the issuer.

      The issuer will not issue the notes unless Moody’s and Standard & Poor’s (each, a “rating agency”) rate (i) the Class A-1 notes in their highest respective short-term rating category and (ii) the Class A-2 notes, the Class A-3 notes and the Class A-4 notes in their highest respective long-term rating category. See “Ratings of the Notes” and “Risk Factors — A change or withdrawal by the rating agencies of their initial ratings may reduce the market value of the notes” for further information concerning the ratings assigned to the notes, including the limitations of those ratings.

THE ISSUER

Formation

      The issuer is a statutory trust formed under the laws of Delaware solely for the purposes of the transactions described in this prospectus. The issuer will be governed by the issuer’s amended and restated trust agreement, to be dated as of the closing date (the “issuer’s trust agreement”), between the transferor and The Bank of New York (Delaware), as owner trustee.

      On the closing date, the issuer will issue the notes pursuant to an indenture between the issuer and JPMorgan Chase Bank, N.A., as indenture trustee.

      The issuer will not engage in any activity other than as duly authorized in accordance with the terms of the issuer’s trust agreement or the other transaction documents. On the closing date, the authorized purposes of the issuer will be limited to:

The issuer may not engage in any additional activities other than in connection with the foregoing purposes or other than as required or authorized by the terms of the Issuer’s trust agreement or the other transaction documents.

      The issuer’s principal offices initially will be in Newark, Delaware, in care of the owner trustee, at the address listed below under “— The Owner Trustee.”

Capitalization of the Issuer

      On the closing date, in exchange for the transfer of the Transaction SUBI Certificate, the issuer will pay to the transferor the net proceeds from the sale of the notes and will issue to the transferor the certificates. The

following table illustrates the capitalization of the issuer as of the closing date, as if the issuance and sale of the notes had taken place on that date:

      The certificates are not offered by this prospectus, and will initially be retained by the transferor.

The Owner Trustee

      The Bank of New York (Delaware) will be the owner trustee under the issuer’s trust agreement. The owner trustee is a Delaware banking corporation, and its principal place of business is located at 502 White Clay Center, Route 273, Newark, Delaware 19711. The owner trustee in its individual or any other capacity may become the owner or pledgee of the issuer’s certificates or notes. VW Credit, the transferor, the indenture trustee and their respective affiliates may maintain normal commercial banking relationships with the owner trustee and its affiliates. The fees and expenses of the owner trustee will be paid by the administrator.

Property of the Issuer

      On the closing date, the transferor will transfer the Transaction SUBI Certificate to the issuer pursuant to the SUBI Transfer Agreement. The issuer will then pledge its interest in the Transaction SUBI Certificate to the indenture trustee under the indenture. See “The Transaction SUBI — Transfers of the Transaction SUBI Certificate.”

      After giving effect to the transactions described in this prospectus, the property designated to the issuer (which we refer to as the “trust estate”) will include:

The issuer will pledge the trust estate to the indenture trustee under the indenture.

      Because the Transaction SUBI will represent a beneficial interest in the Included Units, noteholders will be dependent on payments made on the leases and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on the notes. The issuer will not have a direct ownership interest in the leases or a direct ownership interest or perfected security interest in the leased vehicles — which will be titled in the name of the origination trust (or a nominee or trustee of the origination trust) — and it is therefore possible that a claim or lien in respect of the leased vehicles or the origination trust could limit the

amounts payable in respect of the Transaction SUBI Certificate to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles. To the extent that a claim or lien were to delay the disposition of the leased vehicles or reduce the amount paid to the holder of the Transaction SUBI Certificate in respect of its beneficial interest in the Included Units, noteholders could experience delays in payment or losses on their investment.

USE OF PROCEEDS

      The net proceeds from the sale of the notes (the proceeds of the sale of the notes minus the sum of the expenses relating to the issuance and sale of the notes) will be applied by the issuer to acquire the Transaction SUBI Certificate from the transferor.

THE ORIGINATION TRUST

General

      The origination trust is a Delaware statutory trust and is governed by the trust agreement, dated as of June 2, 1999 (the “origination trust agreement”), among VW Credit, as settlor and initial beneficiary, U.S. Bank National Association (f/k/a U.S. Bank Trust National Association), as UTI trustee and administrative trustee, and Wilmington Trust Company, as Delaware trustee. To provide for the servicing of the origination trust assets, the origination trust and VW Credit, as servicer, have entered into an Amended and Restated Servicing Agreement (the “Base Servicing Agreement”), dated as of December 21, 2000. The primary business purpose of the origination trust is to take assignments of, and serve as record holder of title to, the Units in order to facilitate sale or financing transactions involving Units, including the securitization of Units in connection with the issuance of asset backed securities.

      Except as otherwise described under “Additional Document Provisions — The Origination Trust Agreement and the Transaction SUBI Supplement,” under the origination trust agreement, the origination trust has not and may not:

For further information regarding the origination trust and the servicing of the leases and leased vehicles, you should refer to “Additional Document Provisions — The Origination Trust Agreement and the Transaction SUBI Supplement” and “— The Servicing Agreement; Servicing of the Transaction SUBI Assets.”

The Transaction SUBI Trustee

      U.S. Bank National Association, a national banking association, is the Transaction SUBI trustee for the Transaction SUBI. The Transaction SUBI trustee is not affiliated with VW Credit or any of its affiliates. U.S. Bank National Association is also the UTI trustee and the administrative trustee of the origination trust.

Property of the Origination Trust

      The assets of the origination trust generally consist of:

      From time to time after the date of this prospectus, additional leases will be originated by or assigned to the origination trust and, as described below, title to the related leased vehicles will be in the name of the origination trust (or a nominee or trustee thereof on behalf of the origination trust). These additional leases will not be allocated to the Transaction SUBI and will not be included in this transaction.

Lease Origination and the Titling of Vehicles

      Under each lease, the origination trust (or a nominee or trustee of the origination trust) will be listed as the owner of the related leased vehicle on its certificate of title. Liens will not be placed on the certificates of title, and there will be no indication on any certificates of title to reflect the interest in the leased vehicles of the issuer, as holder, or the indenture trustee, as pledgee, of the Transaction SUBI Certificate. The certificates of title to the leased vehicles registered in several states may, however, reflect a first lien or “administrative lien” held by the origination trust or the servicer that will exist solely to provide for delivery of title documentation for the leased vehicles to the servicer. Each entity that records an administrative lien (other than the origination trust) will enter into an agreement by which it acknowledges that it has no interest in the related leased vehicles and additionally waives, quitclaims and releases any claim that it may have against the leased vehicles by virtue of those liens.

      All Units owned by the origination trust will be held for the benefit of entities that from time to time hold beneficial interests in the origination trust. Those interests will be evidenced with respect to:

Entities holding beneficial interests in the origination trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles.

      The issuer has no direct interest in the Included Units. Therefore, the issuer does not have a perfected lien in the leases or the leased vehicles, but will have a perfected security interest in the Transaction SUBI Certificate.

THE TRANSACTION SUBI

General

      The Transaction SUBI will be issued by the origination trust under a supplement to the origination trust agreement to be dated as of the closing date (the “Transaction SUBI Supplement” and, together with the origination trust agreement, the “Transaction SUBI Trust Agreement”). To provide for the servicing of the Included Units, the origination trust, the servicer and the Transaction SUBI trustee will enter into a supplement to the Base Servicing Agreement to be dated as of the closing date (the “Transaction SUBI Servicing Supplement,” and together with the Base Servicing Agreement, the “Servicing Agreement”). The Transaction SUBI will represent a beneficial interest, not a direct interest, in the Included Units. The Transaction SUBI will not represent an interest in any origination trust assets other than those Included Units. The issuer and the noteholders will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of origination trust assets not represented by the Transaction SUBI will not be available to make payments on the notes. For further information regarding the origination trust, you should refer to “Additional Legal Aspects of the Origination Trust and the Transaction SUBI — The Origination Trust.”

      The Transaction SUBI Certificate will evidence a beneficial interest in the origination trust assets allocated to the Transaction SUBI, which will generally consist of the Included Units and all proceeds of or payments on or in respect of the leases or leased vehicles received after the cutoff date.

      On the closing date, the origination trust will issue the Transaction SUBI Certificate to or upon the order of VW Credit, as UTI beneficiary.

Transfers of the Transaction SUBI Certificate

      Simultaneously with the issuance of the Transaction SUBI Certificate to VW Credit, VW Credit will convey the Transaction SUBI Certificate to the transferor pursuant to a transfer agreement, to be dated as of the closing date, called the “SUBI Sale Agreement.” VW Credit will covenant to treat the conveyance of the Transaction SUBI Certificate to the transferor as an absolute sale, transfer and assignment for all purposes.

      Immediately after the transfer of the Transaction SUBI Certificate to the transferor, the transferor will:

In exchange, the issuer will pay to the transferor the net proceeds from the sale of the notes to third party investors and will issue to the transferor the certificates.

      Immediately following the transfer of the Transaction SUBI Certificate to the issuer, the issuer will pledge its interest in the trust estate, which includes the Transaction SUBI Certificate, to the indenture trustee as security for the notes.

      After the transfer of the Transaction SUBI Certificate to the issuer, VW Credit will be obligated to cause the repurchase of any Units which do not comply with representations and warranties about the Units made by VW Credit in the SUBI Sale Agreement. Those representations and warranties relate primarily to the origination of the Units and do not typically relate to the creditworthiness of the related lessees, the collectibility of the leases or the resale value of the related leased vehicles at termination or expiration of the

leases. See “The Leases — Representations, Warranties and Covenants.” In addition, VW Credit, as servicer, will be required to cause the repurchase of any Units which include leases as to which the servicer grants a Postmaturity Term Extension. See “VW Credit, Inc. — Extensions.” The repurchase price of a Unit will be the securitization value of that Unit.

THE TRANSFEROR

      The transferor is a special purpose limited liability company that was formed under the laws of Delaware on August 9, 2002. The sole equity member of the transferor is VW Credit. The principal office of the transferor is located at c/o VW Credit, Inc., 3800 Hamlin Road, Auburn Hills, Michigan 48326 and its telephone number is (248) 754-5000.

      The transferor was organized solely for the purpose of acquiring interests in the origination trust, causing securities such as the notes and the certificates of beneficial interest in the issuer to be issued, and engaging in related and similar transactions. The limited liability company agreement of the transferor limits its activities to the foregoing purposes and to any activities incidental or necessary thereto.

      Because the transferor will have no employees, the transferor will hire VW Credit to perform administrative and ministerial tasks on its behalf.

VW CREDIT, INC.

General

      VW Credit, was incorporated in Delaware on April 2, 1981 and is a wholly-owned subsidiary of Volkswagen of America, Inc. (“Volkswagen of America”). Volkswagen of America is an indirect wholly-owned subsidiary of Volkswagen Aktiengesellschaft (“Volkswagen AG”). The principal activity of VW Credit is acting as a finance subsidiary of Volkswagen of America, including purchasing retail installment sales contracts and leases from Volkswagen and Audi dealers. VW Credit offers a wide range of automobile-related financial products, including wholesale floor plan financing, retail auto loan and lease financing.

      The principal offices of VW Credit are located at 3800 Hamlin Road, Auburn Hills, Michigan, 48326. Its telephone number is (248) 754-5000.

Lease Underwriting Procedures

      Both auto loan and auto lease applications are generally subject to the same credit policies and procedures at VW Credit. Contracts that are purchased must comply with VW Credit’s underwriting standards and other requirements, as described below, under existing agreements between VW Credit and dealers. VW Credit’s underwriting standards emphasize the prospective lessee’s ability to pay and creditworthiness, as well as the asset value of the motor vehicle to be leased. VW Credit’s underwriting, servicing and collection activities are conducted principally at processing centers located in Libertyville, Illinois and Portland, Oregon.

      Lease applications submitted to VW Credit for a new motor vehicle must list sufficient information to process the application, including the applicant’s:

      VW Credit’s credit decision is influenced by, among other things, the applicant’s custom credit score as obtained from a statistically derived empirical credit scoring process and a credit bureau score. VW Credit uses a two-dimensional credit score matrix based on the custom score and the credit bureau score for loan and lease originations. The custom scorecards were developed for VW Credit by Fair, Isaac and Company, Inc. based on VW Credit’s specific application, origination and loan and lease performance information. The credit scoring process takes into account information about the applicant, including various debt ratios and other personal information. VW Credit makes its final credit decision based upon the degree of credit risk perceived and the amount of credit requested. To improve overall underwriting efficiency, a portion of VW Credit’s applications are automatically approved or rejected based on an algorithm which takes into consideration the applicant’s credit scores, time in credit bureau, loan to value, prior bankruptcies and other related information.

      VW Credit’s underwriting standards are reviewed by its Retail Credit Committee. Any change in VW Credit’s underwriting standards requires prior approval from the Retail Credit Committee.

Determination of Residual Values

      The value of the notes being offered under this prospectus is based on the aggregate Securitization Value of the Included Units. As used in this prospectus, “Securitization Value” means, for each Included Unit, (a) as of the cutoff date or any date other than the maturity date of the related lease, the sum of (1) the present value (discounted at the Securitization Rate) of the aggregate monthly payments remaining on the lease (including monthly payments due and not yet paid for which the servicer has never made an advance) and (2) the present value (discounted at the Securitization Rate) of the Base Residual Value of the related vehicle and (b) as of the maturity date of the related lease, the Base Residual Value of the related vehicle; however, the Securitization Value of a Terminated Unit (as described below under “The Leases — Characteristics of the Units — Calculation of Targeted Principal Distributable Amount”) is equal to zero. “Base Residual Value” means, for each leased vehicle, the lowest of (i) the stated residual value, (ii) the MSRP ALG Residual and (iii) the Maximum Residualized MSRP ALG Residual (which we also refer to as the “MRM ALG Residual”).

      The MSRP ALG Residual and the MRM ALG Residual are residual value calculations produced by a third-party source, Automotive Lease Guide (also referred to as “ALG”), an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. The MRM ALG Residual calculates a residual value estimate that is a percentage of the “Maximum Residualized MSRP,” which consists of the manufacturer’s suggested retail price (commonly referred to as “MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.

      “MSRP ALG Residual” means, with respect to any lease, a residual value estimate produced by ALG based on the total MSRP of the base vehicle and all VW Credit authorized options, without making a distinction between the value adding options and non-value adding options. The calculation of Base Residual Value has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the residual value of such vehicle.

      Each lease sets forth a residual value, which we refer to in this prospectus as the “stated residual value” established at the time of lease origination (as it may be subsequently revised in connection with an extension of a lease in accordance with customary servicing practices). The stated residual value as provided in the lease agreement is the value of the vehicle at the end of the lease and is the amount used to calculate the base monthly lease payments under the lease, assuming that the lease amortizes like a loan. If we assume that the original capitalized cost of the lease is the initial principal amount of the loan, that the lease rate is the interest rate, that the lease term is the term of the loan and that all monthly payments are timely made, the stated residual value is the amount to which the outstanding balance would decline at the scheduled expiration of the lease term. When a vehicle is sold after being returned by the lessee at the end of the related lease, there will be a residual loss if the net sales proceeds of the vehicle are less than the stated residual value.

      In establishing the stated residual value of Volkswagen leased vehicles, VW Credit uses an internally developed proprietary model. The model uses, among other things, key factors such as MSRP, wholesale

price, brand image, model image, month of lease origination, lease term, product life cycle, and any current or planned sales incentives in its calculation of residual values. The model is reviewed regularly by VW Credit’s Residual Value Committee. The stated residual values set by the model are compared to VW Credit’s historical off-lease vehicle sales performance, various independent industry guides, such as ALG and the National Auto Research Official Used Car Market Guide Monthly (“Black Book”), for reasonableness. ALG and Black Book are independent publications of residual value percentages which are widely used throughout the automotive finance industry for estimating vehicle market values at lease termination. These values serve as a projection of a vehicle’s future resale value by expressing the future value as a percentage of a vehicle’s original manufacturer’s suggested retail price. Stated residual values for Audi vehicles are established to project the value of the vehicle at maturity.

      The estimated future value of a leased vehicle is a major component of the leasing business. Specifically, any excess of the stated residual value of a vehicle over its actual future market value represents a residual loss at lease termination. VW Credit believes that the difference between the stated residual values and the actual value at maturity may affect consumer behavior concerning purchasing or returning a vehicle to the lessor at lease termination. Furthermore, VW Credit believes that return rates may decline as the difference between stated residual value and actual value declines. As it specifically pertains to this transaction, the residual loss at lease termination in respect of a leased vehicle will be determined by the excess, if any, of the Base Residual Value of the leased vehicle (which is the lowest of the related stated residual value, the MSRP ALG Residual and the MRM ALG Residual of such vehicle) over its actual sales proceeds.

      All of the leases and leased vehicles that have been allocated to the Transaction SUBI have been originated under the residual value policies described above. Notwithstanding the foregoing, no assurance can be given as to VW Credit’s future experience with respect to the return rates of Volkswagen and Audi vehicles relating to leases originated under these policies. In addition, no assurance can be given that VW Credit’s experience with respect to the return of off-lease Volkswagen and Audi vehicles or related residual value losses, or the experience of the issuer with respect to the leased vehicles, will be similar to that set forth in the residual value loss experience table set forth under “VW Credit, Inc. — Residual Value Loss Experience.”

      VW Credit believes that the historical residual value loss experience is partially attributable to new car pricing policies of all manufacturers. Many manufacturers have recently endeavored to keep new car pricing flat and, in some cases, less than the prices for models from prior years. New car models frequently have more standard equipment that were included as optional equipment in models from prior years. Additionally, VW Credit believes that the increased popularity of leasing and increased levels of new car sales over the last five years has resulted in a higher supply of late model used vehicles. These factors have exerted additional downward pressure on the value of used vehicles when compared to the price for new vehicles.

Remarketing Program

      VW Credit directs all inbound customer calls to the remarketing department 90 days prior to lease maturity. Within 120 days of maturity, the remarketing consultants may proactively call lessees to determine their intent to purchase or return the related leased vehicles. At 75 days and 35 days prior to maturity, VW Credit contacts each lease customer through direct mail providing each customer with information regarding the lessee’s lease obligations, including vehicle inspection, turn-in requirements, option to purchase, financing availability and the required documentation. If the lessee indicates an intention to purchase the leased vehicle, the lessee is provided with all necessary documents to complete the purchase. Lessees that do not respond to any mailings are contacted using phone calls by VW Credit to determine their intentions and to apprise them of their lease end obligations.

      A vehicle inspection, including digital pictures of the vehicle, normally occurs approximately 25 days prior to lease maturity and may occur at the lessee’s residence, place of business or a dealership. The lessee is provided an estimate for excess wear and use and excess mileage charges and is encouraged to file insurance claims and make repairs prior to returning the vehicle. Inspection reports and digital pictures are processed electronically and transmitted for viewing by dealers online to facilitate VW Credit’s online dealer purchase channel.

      From time to time, VW Credit has offered existing lessees special lease programs on selected models to help mitigate residual value losses. These programs may offer, among other things, the lessee waiver of lease payments, a cash card of varying value (depending on the make or model), an extended service contract at a reduced cost or reduced annual percentage rate financing. There can be no assurance that VW Credit will offer any programs in the future.

Lease Vehicle Maintenance

      Each VW Credit lease contract provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all damage to the leased vehicle and for its loss, seizure or theft. At the scheduled maturity date of a VW Credit lease contract, if the lessee does not purchase the leased vehicle, the VW Credit lease contract requires the lessee to pay VW Credit the estimated cost to repair any damages to the vehicle resulting from unreasonable or “excessive” wear and use. Unreasonable or excess wear and use generally includes, but is not limited to, the following: (1) inoperative mechanical and electrical parts including power accessories, (2) any and all dents, dings, scratches, chips or rusted areas on any body or trim part, (3) gouges or tears through bumper covers, broken or dented grilles, (4) mismatched paint or any mark left by special identification, (5) seats, seat belts, headlining, door panels or carpeting which is torn, worn, stained, burned or damaged, (6) cracks, scratches, pits or chips to windshields, windows, head light lenses, sealed beams or taillight assemblies, (7) any tire not part of a matching set of five tires of the same brand, size and quality (or four with an emergency “doughnut”), any tire with less than 1/8 inch of tread or any tire with gouged, cut, torn or plugged sidewalls or (8) any missing parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, rear view mirrors, radio and stereo components or spare tire. VW Credit may waive all or part of the excessive wear and mileage billed to the lessee.

Methods of Vehicle Disposal

      VW Credit’s vehicle remarketing department handles the disposition of all motor vehicles for VW Credit including repossessions, early terminations and end of term leases. Each lease currently provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the stated purchase option price. If the lessee does not exercise this option, the vehicle is returned to a franchised dealer and the vehicle is offered for sale to the returning dealer through two branded internet sites, http://www.AudiDirect.com and http://www.VolkswagenDirect.com, at a price based on the Manheim Market Report Price (for Audi vehicles) and the VW Credit wholesale auction results (for Volkswagen vehicles), adjusted for mileage and excessive damage. If the dealer to which the vehicle is returned does not exercise its option to purchase the vehicle, then the vehicle is offered for sale on the two internet sites in an auction bidding environment. The “Manheim Market Report Price” of a vehicle is a price quoted in the Manheim Market Report, a publication that monitors and reports the pricing of all cars sold at Manheim Auctions, a large wholesale automobile auction company. Vehicles that are not purchased by the lessee or a dealer are returned to VW Credit for sale through auction. VW Credit uses a system of auto auctions throughout the United States. VW Credit has an internal target of 45 days from the time a vehicle is turned in until it is sold. Repossessions and early terminations are handled in accordance with various state requirements.

      Remarketing decisions related to auction assignment and logistics are primarily electronic. This allows VW Credit to control inventory management, flow of vehicles to the auction and placement of the vehicles to auction locations that it believes will yield the highest net recovery value.

      VW Credit has regular sales at 15 major auction locations throughout the United States. VW Credit’s highest lease volume is in the northeastern region. From time to time, auction capacity and demand for pre-owned vehicles in the northern markets may be insufficient to absorb the volume. Therefore, VW Credit may transport vehicles to different regions where it perceives a greater demand in order to maximize the vehicles’ recovery values.

      The Certified Pre-Owned Vehicle Program was established by Volkswagen of America to create customer and dealer demand for off-lease used Volkswagen and Audi vehicles and to enhance the value of off-lease vehicles. To qualify for the Certified Pre-Owned Vehicle Program, a vehicle must pass an inspection conducted by the related dealer based on standards set by Volkswagen of America. For Certified Pre-Owned vehicles, Volkswagen of America provides a limited warranty which covers the vehicle for a selected period of time and mileage. Each Certified Pre-Owned vehicle is covered by a roadside assistance program which is similar to that offered on new vehicles. The Certified Pre-Owned Vehicle Program is actively marketed by Volkswagen of America using, from time to time, both broadcast and print media.

      Occasionally, VW Credit offers incentives to lease new vehicles to lessees whose lease contracts are nearing expiration. These incentives may include waiver of one or more monthly payments otherwise payable under the related lease for leases allocated to the Transaction SUBI. VW Credit will pay to the issuer the amount of any monthly payments so waived. These incentives may increase the turn-in rates for the related vehicles and increase the exposure of noteholders to residual risks.

Insurance

      Each lease contract requires the lessee to obtain and maintain vehicle liability and physical damage insurance on the leased vehicle. VW Credit’s dealer agreements include a requirement that the dealer provide VW Credit with written evidence that the lessee has physical damage and liability insurance which meets the requirements of the lease contract at the inception of the lease. The amount of insurance required by the lease contracts is at least equal to the amount required by applicable state law, subject to customary deductibles. VW Credit requires the policy to name the origination trust as additional insured with respect to liability and insured and loss payee with respect to physical damage. VW Credit currently monitors the ongoing status of insurance and attempts to cause the lessee to reinstate insurance in the event the lessee has allowed the policy to lapse; nevertheless, there can be no assurance that each leased vehicle will continue to be covered by liability and physical damage insurance for the entire term of the lease or that VW Credit will continue to monitor insurance while the notes remain outstanding. VW Credit does not “force place” insurance.

      VW Credit does not require lessees to carry credit disability, credit life, credit health or other similar insurance coverage which provides for payments to be made on the leases on behalf of lessees in the event of disability or death. To the extent that the lessee obtains any of these insurance coverages, payments received on that coverage may, if permitted by applicable law, be applied to payments on the related lease to the extent that the lessee’s beneficiary chooses to do so.

Collection and Repossession Procedures

      There are three methods for lessees to make monthly lease payments. Most lessees mail payments, along with a statement, to one of three lockboxes. A small percentage of lessees use VW Credit’s automated payment option or make payments by telephone.

      VW Credit measures delinquency by the number of days elapsed from the date a payment is due under the lease contract. VW Credit considers a payment to be past due or delinquent when a lessee fails to make at least 75% of a scheduled payment by the related due date. If a lease is between 5 and 15 days delinquent, VW Credit mails a notice to the lessee and initiates telephone contact requesting payment. VW Credit gains collection efficiency through the use of technology such as automated dialing, predictive dialing and behavioral scoring of all lease accounts. If the delinquent lease cannot be brought current or completely collected within 60 to 90 days, VW Credit generally assigns the vehicle to a repossession agent and attempts to repossess the related leased vehicle. VW Credit holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement or redemption and then sells or otherwise disposes of the vehicles. VW Credit’s current policy is to generally charge off a lease contract on the earlier of (1) the date on which the proceeds of sale of the leased vehicle are applied to the lease contract and (2) the month in which the lease contract reaches its 120th day of delinquency if assigned to a repossession agent for 60 days. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the lease

generally are pursued by or on behalf of VW Credit to the extent practicable and legally permitted. See “Additional Legal Aspects of the Leases and the Leased Vehicles — Deficiency Judgments.”

Extensions and Pull-Aheads

      On occasion, VW Credit may extend the term of a lease if (1) the lessee requests an extension (2) the lessee is not in default of any of its obligations under the lease and (3) the lessee agrees to continue to make monthly payments. Lessees at the end of a lease who intend to lease another Volkswagen or Audi automobile but cannot do so at lease maturity, for reasons such as awaiting delivery of a new vehicle, preference for the next model year or other timing circumstances, may qualify for a lease term extension of up to a maximum of six months. In addition, in the future VW Credit may adopt incentive programs that encourage term extensions in connection with the lease of another Volkswagen or Audi automobile. If a term extension is granted for any Included Unit beyond the collection period preceding the final scheduled payment date for the Class A-4 notes (a “Postmaturity Term Extension”), VW Credit, as servicer, will be required to deposit into the collection account an amount equal to the Securitization Value of the Included Unit, at which time that Included Unit will be repurchased and will no longer constitutes a Transaction SUBI asset.

      VW Credit, as servicer, may also permit a lessee to terminate a lease prior to its maturity in order to allow that lessee, among other things, (1) to enter into a new lease contract for a different Volkswagen or Audi vehicle, (2) to purchase a different Volkswagen or Audi vehicle or (3) to finance a different Volkswagen or Audi vehicle. However, an early termination with respect to any lease allocated to the Transaction SUBI will not be permitted unless all Pull-Ahead Amounts due and payable by the lessee under that lease on or before the date of the lessee’s election to terminate the lease have been paid by or on behalf of the lessee and are deposited in the collection account within the time period required for the servicer to deposit collections into the collection account. Following this early termination, the servicer will charge the lessee any applicable excess wear and use charges and excess mileage charges in accordance with its customary servicing practices with respect to leases that are terminated early by the related lessee in the absence of a “pull-ahead” or other marketing program.

      As used in this prospectus, “Pull-Ahead Amount” means, with respect to any vehicle allocated to the Transaction SUBI and the related lease, an amount equal to (a) the sum of (i) any due and unpaid payments under that lease plus (ii) the monthly payment amount times the number of monthly payments not yet due with respect to that lease minus (b) any unearned rent charges calculated under the scheduled actuarial method under that lease.

Delinquency, Repossession and Loss Data

      Set forth below is information concerning VW Credit’s experience with respect to its entire portfolio of new and used Volkswagen and Audi motor vehicle leases, which includes leases owned by VW Credit or the origination trust and leases that have been sold but are still being serviced by VW Credit. The dollar amounts of the leases outstanding is VW Credit’s book value. Credit losses are an expected cost in the business of extending credit and are considered in VW Credit’s rate-setting process. VW Credit’s strategy is to minimize credit losses while providing financing support for the sale of the motor vehicles.

      For credit loss terminations, VW Credit charges off the account balance of a lease upon the related vehicle’s sale date.

      Gains or losses associated with the sale of off-lease inventory also are recorded upon the vehicle sale date. Collections of end-of-term charges such as excess wear and use and excess mileage charges are credited when proceeds are received.

      Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond VW Credit’s control. There is no assurance that VW Credit’s delinquency, repossession and loss experience with respect to its leases and the related leased vehicles in the future, or the experience of the issuer with respect to the leases and the leased vehicles, will be similar to that set forth below.

Lease Delinquency Experience(1)(2)(4)

(Dollars in Thousands)

Net Credit Loss and Repossession and Experience(1)(2)(7)

(Dollars in Thousands)

Residual Value Loss Experience

      Set forth below is information concerning residual value loss experience and return rates for Volkswagen and Audi vehicles at termination. The residual value loss rates are indicated as the difference between the ALG Residual at origination and the actual amounts received for the off-lease vehicles. See “— Determination of Residual Values.”

Residual Value Loss Experience(1)(2)(6)(7)

THE LEASES

General

      The leases allocated to the Transaction SUBI consist of motor vehicle retail closed-end leases for new Volkswagen and Audi motor vehicles. Each of the leases was originated by a dealer in the ordinary course of that dealer’s business and assigned to the origination trust.

      Each lease in this transaction is a closed-end lease. Over the term of the lease, the lessee is required to make substantially equal monthly payments intended to cover the cost of financing the related leased vehicle, scheduled depreciation of the leased vehicle and certain sales, use or lease taxes. From each payment billed with respect to a leased vehicle, the monthly payment amount that represents the financing cost and depreciation of the leased vehicle (including any capitalized amounts, such as service contract premiums) will be available to the issuer to make payments in respect of the notes. At the scheduled end of the lease term, under the lease the lessee has two options:

An amount equal to the sales proceeds from sales of leased vehicles to the lessees, dealers or at auction and all amounts assessed and collected by the servicer in connection with excessive wear and use and excess mileage charges upon return of the leased vehicles will be available to the issuer to make payments in respect of the notes. Because the leases are closed-end leases, the lessees will not be responsible for any amount by which the stated residual value of the leased vehicle exceeds the sales proceeds received for the leased vehicle at expiration of the lease.

Early Termination

      Each lease provides that the lessee or the lessor may terminate the lease before the scheduled end of the lease term (an “early termination”) in the circumstances discussed below. A lessee has the right to request an early termination provided that the lessee is not in default under the lease. In addition, in the future VW Credit may adopt incentive plans that encourage lessees to terminate leases before the related scheduled end of term. See “VW Credit, Inc. — Extensions and Pull-Aheads.” The lessee may purchase the leased vehicle for an amount equal to (x) the maturity date purchase option amount, plus (y) the monthly payment amount times the number of monthly payments not yet due with respect to related lease, minus (z) unearned rent charges calculated under the scheduled actuarial method under the lease.

      In addition to purchasing the leased vehicle, a lessee has the right to cause an early termination by returning the leased vehicle to the lessor and pay an amount (an “early termination amount”) equal to (i) the turn-in fee, if any, specified in the lease, plus (ii) any due and unpaid payments under the lease, plus (iii) the costs of retaking, storing and selling the leased vehicle, plus (iv) any fees and taxes related to the early termination, plus (v) the monthly payment amount times the number of monthly payments not yet due with respect to related lease, minus (vi) unearned rent charges calculated under the scheduled actuarial method under the lease, minus (vii) the amount the leased vehicle sale price exceeds the purchase option amount, plus (viii) to the extent the purchase option amount exceeds the leased vehicle sale price, the lesser of (1) any amounts assessed by the servicer as a result of excessive wear and use or excess mileage, prorated annually, and (2) the amount by which the maturity date purchase option amount exceeds the leased vehicle sale price.

      The “leased vehicle sale price” of a leased vehicle is determined under the related lease pursuant to one or more of the following methods, as specified in the lease:

      Each lease also allows the lessor to cause an early termination of the lease and repossess the related leased vehicle upon a lessee default. Events of default under a lease include, but are not limited to (1) the failure by a lessee to make a payment when due, (2) the failure of the lessee to provide truthful information on the credit application, (3) the failure of the lessee to timely or properly perform any obligation under the lease, or (4) the bankruptcy or other insolvency of the lessee.

      If the lessor terminates a lease early due to a lessee default, the lessee will owe the early termination amount, including any reasonable attorneys’ fees and court costs, to the extent permitted by law.

      The lessor may also cause an early termination of a lease if the related leased vehicle is damaged, destroyed, stolen, abandoned or confiscated by any governmental authority. If the lessor causes an early termination of the lease and the lessee has complied with the insurance requirements, paid the deductible and has satisfied all of the obligations under the lease, the lessor will accept the insurance loss proceeds as satisfaction in full of the lessee’s early termination amount. If the lessor causes an early termination and the lessee has not complied with the lease insurance requirements, has not paid the deductible or has not satisfied all of its obligations under the lease, the lessee will owe the lessor an amount equal to the difference between the early termination amount and any loss insurance proceeds received by the lessor with respect to the related leased vehicle.

Characteristics of the Units

      The portfolio information presented in this prospectus is based on a statistical pool of leases as of the close of business on the cutoff date and is calculated based on the Securitization Value of the Included Units. As of the cutoff date, the Units in the statistical pool described in this prospectus had an aggregate Securitization Value of approximately $1,753,206,931. As of the cutoff date, the Units allocated to the Transaction SUBI are expected to have an aggregate initial Securitization Value of approximately $1,685,393,258.

      The leases were selected from a pool of eligible leases that all met several criteria. The eligibility criteria for the leases include, among others, as of the cutoff date, that each lease:

      The leases, in the aggregate, possess the following characteristics:

      Under the Servicing Agreement, the servicer will calculate a “Securitization Value” for each Included Unit equal to the following:

      The Securitization Value of a Terminated Unit is equal to zero.

      The Securitization Value represents the amount of financing that will be raised against each lease and the related leased vehicle. The Securitization Value will, at any given time during the term of the lease represent the principal amount of notes that can be amortized by the sum of the monthly payments due in respect of the leased vehicle over the remaining lease term, plus the Base Residual Value of the leased vehicle, in each case discounted at an annualized rate equal to the Securitization Rate.

      “Securitization Rate” means, for any Included Unit, the sum of (a) the Weighted Average Note Interest Rate, (b) the servicing fee rate, which is 1.00% and (c) 3.50%. The Weighted Average Note Interest Rate equals the sum of the Weighted Class Note Interest Rates for all classes of notes. For purposes of calculating the portfolio information presented in this Prospectus, the “Securitization Rate” is deemed to be 8.15%. The actual Securitization Rate is      %.

      The “Weighted Class Note Interest Rate” means, for any class of notes, the rate per annum (rounded up to the nearest basis point) equal to the product of (a) the coupon interest rate per annum for such class of notes multiplied by (b) a fraction, the numerator of which is the Time Principal Product of such class of notes and the denominator of which is the sum of the Time Principal Products of all classes of notes. The “Time Principal Product” of any class of notes is the product of (i) the weighted average life of such class of notes (assuming the exercise of any optional redemption and the 100% Prepayment Assumption described under “Weighted Average Life of the Notes”) multiplied by (ii) the initial aggregate principal amount of such class of notes.

      A “Terminated Unit” is an Included Unit for which any of the following has occurred during a collection period:

      A “defaulted lease” means a lease for which any of the following has occurred during a collection period:

      The distribution of the leased vehicles as of the cutoff date by model was as follows:

      The distribution of the leases as of the cutoff date by original term to maturity was as follows:

      The distribution of the leases as of the cutoff date by remaining term to maturity was as follows:

      The distribution of the leases as of the cutoff date by year and quarter of maturity was as follows:

Distribution of the Leases by State

      The distribution of the leases as of the cutoff date by state of origination (based on the address of the lessee), was as follows: