Agreement to Sell and Contribute

<PAGE>

                                                                    Exhibit 10.3

================================================================================

                               SUBI SALE AGREEMENT

                        dated as of [__________], [_____]

                                     between

                                VW CREDIT, INC.,
                                    as Seller

                                       and

                VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLC,
                                    as Buyer

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS....................................................     1
   SECTION 1.1  Certain Terms............................................     1
   SECTION 1.2  Other Definitional Provisions............................     2
   SECTION 1.3  Other Terms..............................................     2
   SECTION 1.4  Computation of Time Periods..............................     2

ARTICLE II PURCHASE AND CONTRIBUTION.....................................     2
   SECTION 2.1  Agreement to Sell and Contribute.........................     2
   SECTION 2.2  Consideration and Payment................................     2
   SECTION 2.3  Representations, Warranties and Covenants................     3
   SECTION 2.4  Subordinated Note........................................     5
   SECTION 2.5  Protection of Title......................................     5
   SECTION 2.6  Other Adverse Claims or Interests........................     6

ARTICLE III MISCELLANEOUS................................................     6
   SECTION 3.1  Transfers Intended as Sale; Security Interest............     6
   SECTION 3.2  Specific Performance.....................................     7
   SECTION 3.3  Notices, Etc.............................................     7
   SECTION 3.4  Choice of Law............................................     7
   SECTION 3.5  Counterparts.............................................     8
   SECTION 3.6  Amendment................................................     8
   SECTION 3.7  Waivers..................................................     9
   SECTION 3.8  Entire Agreement.........................................     9
   SECTION 3.9  Severability of Provisions...............................     9
   SECTION 3.10 Binding Effect; Assignability............................     9
   SECTION 3.11 Acknowledgment and Agreement.............................     9
   SECTION 3.12 No Waiver; Cumulative Remedies...........................    10
   SECTION 3.13 Nonpetition Covenant.....................................    10
   SECTION 3.14 Each SUBI Separate; Assignees of SUBI....................    10
   SECTION 3.15 Submission to Jurisdiction; Waiver of Jury Trial.........    11

Schedule I Representations and Warranties with Respect to Units

Schedule II Perfection Representations, Warranties and Covenants
</TABLE>


                                       -i-

<PAGE>

                               SUBI SALE AGREEMENT

     THIS SUBI SALE AGREEMENT is made and entered into as of [_____], [_____]
(as amended, supplemented or modified from time to time, this "Agreement") by VW
CREDIT, INC., a Delaware corporation (the "Seller"), and VOLKSWAGEN AUTO LEASE
UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the "Buyer").

                                   WITNESSETH:

     WHEREAS, VW Credit Leasing, Ltd. is a Delaware statutory trust (the
"Origination Trust") formed and operated pursuant to that certain Trust
Agreement dated as of June 2, 1999 (as amended, modified or supplemented from
time to time, the "Origination Trust Agreement") for the purpose, among other
things, of acquiring title to Units;

     WHEREAS, on the date hereof, the Seller, as owner of the entire undivided
interest in the Origination Trust (the "UTI Portfolio"), and U.S. Bank National
Association, as UTI Trustee (in such capacity, the "UTI Trustee"), SUBI Trustee
(in such capacity, the "SUBI Trustee") and Administrative Trustee (in such
capacity, the "Administrative Trustee"; together with the UTI Trustee, the SUBI
Trustee and Wilmington Trust Company, as Delaware Trustee (the "Delaware
Trustee"), the "Origination Trustees"), are entering into that certain
Transaction SUBI Supplement 20[__]-[__] to Origination Trust Agreement (as
amended, modified or supplemented from time to time, the "Transaction SUBI
Supplement") to create a special unit of beneficial interest (the "Transaction
SUBI"); and

     WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to
acquire, the Seller's entire beneficial ownership interest in (A) the Units
allocated to the Transaction SUBI (the "Transaction SUBI Portfolio") and (B) the
certificate issued as evidence thereof (the "Transaction SUBI Certificate");

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 Certain Terms. Terms defined in Appendix A to the Indenture,
dated as of [_____], [_____] (as amended, supplemented or modified from time to
time, the "Indenture"), between Volkswagen Auto Lease Trust 20[__]-[__], a
Delaware statutory trust (the "Issuer"), and [_____], as indenture trustee, are,
unless otherwise defined herein or unless the context otherwise requires, used
herein as defined therein. In addition, the following terms shall have the
following meanings (such terms applicable to both the singular and plural form):

     "Allocation Price" means, with respect to any Unit, an amount equal to 100%
of the Securitization Value thereof as of the Cut-Off Date.

                                                             SUBI Sale Agreement

<PAGE>

     "SUBI Allocation Price" means, with respect to all Units to be allocated to
the Transaction SUBI in accordance with Section 2.1 on the Closing Date, the
aggregate of the Allocation Prices for all Units to be so allocated on such
date.

     SECTION 1.2 Other Definitional Provisions.

     (a) Each term defined in the singular form in this Agreement shall mean the
plural thereof when the plural form of such term is used in this Agreement or
any certificate, report or other document made or delivered pursuant hereto, and
each term defined in the plural form in shall mean the singular thereof when the
singular form of such term is used herein or therein.

     (b) The words "hereof", "herein", "hereunder" and similar terms when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and article, section, subsection,
schedule and exhibit references herein are references to articles, sections,
subsections, schedules and exhibits to or of this Agreement unless otherwise
specified.

     SECTION 1.3 Other Terms. All accounting terms not specifically defined
herein or in Appendix A to the Indenture shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC and not specifically defined herein
or in Appendix A to the Indenture are used herein as defined in such Article 9.

     SECTION 1.4 Computation of Time Periods. Unless otherwise stated in this
Agreement, in the computation of a period of time from a specified date to a
later specified date, the word "from" means "from and including" and the words
"to" and "until" each mean "to but excluding".

                                   ARTICLE II

                            PURCHASE AND CONTRIBUTION

     SECTION 2.1 Agreement to Sell and Contribute.

     On the terms and subject to the conditions set forth in this Agreement, on
the date hereof, the Seller hereby:

     (a) transfers, assigns, sets over, sells and otherwise conveys to the
Buyer, and the Buyer hereby purchases from the Seller, all of the Seller's
right, title and interest in and to the Transaction SUBI Certificate and the
Transaction SUBI, including, but not limited to, all Collections thereunder
after the Cut-Off Date; and

     (b) directs the UTI Trustee and the Servicer to identify from the
Origination Trust Assets allocable to the UTI Interest, and to allocate to the
Transaction SUBI Portfolio represented by the Transaction SUBI Certificate, the
Transaction SUBI Assets identified in Section 11.1 of the Transaction SUBI
Supplement.

     SECTION 2.2 Consideration and Payment. In consideration of the transfer of
the Transaction SUBI transferred to the Buyer on the Closing Date, the Buyer
shall pay to the Seller


                                       2

<PAGE>

on the Closing Date the SUBI Allocation Price with respect thereto by (i) making
a cash payment to the Seller to the extent that the Buyer has received a cash
payment from the Issuer pursuant to the SUBI Transfer Agreement and (ii) if the
SUBI Allocation Price to be paid for the Units exceeds the amount of any cash
payment for the account of the Seller on such day pursuant to clause (i), (x)
such excess shall automatically be considered to have been contributed to the
Buyer by the Seller as a capital contribution or (y) at the option of the Seller
(as evidenced by notice to the Buyer), to the extent the Buyer would not be left
with insufficient capital to meet, with a reasonable degree of certainty, its
reasonably foreseeable obligations as they come due, the Buyer may increase the
principal amount due and outstanding under the Subordinated Note (as defined
below). As of the Closing Date, the Buyer paid in cash $[__________] of the SUBI
Allocation Price, and the Seller contributed to the Buyer such Units as had an
aggregate Securitization Value equal to $[ ] and received the Subordinated Note
(as defined below) in an initial outstanding principal amount of $[__________].

     SECTION 2.3 Representations, Warranties and Covenants.

     (a) The Seller hereby represents and warrants to the Buyer that, as of the
date hereof:

          (i) Existence and Power. The Seller is a corporation and the
     Origination Trust is a statutory trust, in each case, duly organized,
     validly existing and in good standing under the laws of its state of
     organization, and each of the Seller and the Origination Trust has all
     power and authority required to carry on its business as it is now
     conducted. Each of the Seller and the Origination Trust has obtained all
     necessary licenses and approvals, in all jurisdictions where the failure to
     do so would materially and adversely affect the business, properties,
     financial condition or results of operations of the Seller or the
     Origination Trust, respectively, taken as a whole.

          (ii) Corporate Authorization and No Contravention. The execution,
     delivery and performance by each of the Seller and the Origination Trust of
     each Transaction Document to which it is a party (i) have been duly
     authorized by all necessary corporate action, (ii) do not contravene or
     constitute a default under (A) any applicable law, rule or regulation, (B)
     its organizational documents or (C) any agreement, contract, order or other
     instrument to which it is a party or its property is subject and (iii) will
     not result in any Adverse Claim on the Transaction SUBI or give cause for
     the acceleration of any indebtedness of the Seller or the Origination
     Trust.

          (iii) No Consent Required. No approval, authorization or other action
     by, or filing with, any Governmental Authority is required in connection
     with the execution, delivery and performance by the Seller or the
     Origination Trust of any Transaction Document other than UCC filings and
     other than approvals and authorizations that have previously been obtained
     and filings which have previously been made.

          (iv) Binding Effect. Each Transaction Document to which the Seller or
     the Origination Trust is a party constitutes the legal, valid and binding
     obligation of such Person enforceable against such Person in accordance
     with its terms, except as limited by bankruptcy, insolvency, or other
     similar laws of general application relating to or


                                       3

<PAGE>

     affecting the enforcement of creditors' rights generally and subject to
     general principles of equity.

          (v) Ownership and Transfer of Transaction SUBI. Immediately preceding
     its sale of the Transaction SUBI to the Buyer, the Seller was the owner of
     the Transaction SUBI, free and clear of any Adverse Claim, and after such
     sale of the Transaction SUBI to the Buyer, the Buyer shall at all times be
     entitled, with respect to the Transaction SUBI, to all of the rights and
     benefits of a holder of a SUBI under the Origination Trust Documents.

          (vi) Applicable Law. Each of the Seller and the Origination Trust is
     in compliance with all Applicable Laws, the failure to comply with which
     would have a material adverse effect.

          (vii) Litigation. There are no actions, suits or proceedings pending
     or, to the knowledge of the Seller, threatened against the Seller before or
     by any Governmental Authority that (i) question the validity or
     enforceability of this Agreement or adversely affect the ability of the
     Seller to perform its obligations hereunder or (ii) individually or in the
     aggregate would have a material adverse effect. Neither the Seller nor the
     Origination Trust is in default with respect to any orders of any
     Governmental Authority, the default under which individually or in the
     aggregate would have a material adverse effect.

          (viii) Status of Seller. The Seller is not an "investment company"
     within the meaning of the Investment Company Act of 1940, as amended. The
     Seller is not subject to regulation as a "holding company", an "affiliate"
     of a "holding company", or a "subsidiary company" of a "holding company",
     within the meaning of the Public Utility Holding Company Act of 1935, as
     amended.

          (ix) Status of Origination Trust. The Origination Trust is not an
     "investment company" within the meaning of the Investment Company Act of
     1940, as amended. The Origination Trust is not subject to regulation as a
     "holding company", an "affiliate" of a "holding company", or a "subsidiary
     company" of a "holding company", within the meaning of the Public Utility
     Holding Company Act of 1935, as amended.

     The representations and warranties set forth in this Section 2.3(a) shall
speak only as of the date hereof and shall survive the sale of the Transaction
SUBI hereunder.

     (b) The Seller hereby represents and warrants to the Buyer with respect to
each Unit being allocated to the Transaction SUBI on the Closing Date that, as
of the Cut-Off Date or the Closing Date, as applicable, the representations and
warranties set forth on Schedule I hereto were true and correct with respect to
such Unit. The representation and warranties set forth on Schedule I hereto
shall survive the allocation of such Unit hereunder.

     (c) Upon discovery by the Buyer or the Seller of a breach of any of the
representations and warranties set forth in Section 2.3(b) at the time such
representations and warranties were made which materially and adversely affects
the interests of the Issuer in the related Unit, the party discovering such
breach shall give prompt written notice thereof to the