Pooled Auto Securities Shelf Llc Sample Contracts

Pooled Auto Securities Shelf Llc – UNDERWRITING AGREEMENT (July 9th, 2004)

Exhibit 1.1 EXECUTION COPY $2,000,000,000 WACHOVIA AUTO OWNER TRUST 2004-A $450,000,000 1.569% Class A-1 Asset Backed Notes $598,000,000 2.49% Class A-2 Asset Backed Notes $544,000,000 3.19% Class A-3 Asset Backed Notes $278,000,000 3.66% Class A-4 Asset Backed Notes $80,000,000 3.03% Class B Asset Backed Notes $50,000,000 3.34% Class C Asset Backed Notes POOLED AUTO SECURITIES SHELF LLC Depositor UNDERWRITING AGREEMENT June 15, 2004 Wachovia Capital Markets, LLC as Representative of the several Underwriters One Wachovia Center 301 South College

Pooled Auto Securities Shelf Llc – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) (June 15th, 2004)

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

Pooled Auto Securities Shelf Llc – RECEIVABLES PURCHASE AGREEMENT (June 3rd, 2003)

Exhibit 10.3 EXECUTION COPY ================================================================================ CARMAX AUTO SUPERSTORES, INC., as Seller, and POOLED AUTO SECURITIES SHELF LLC, as Purchaser ---------- RECEIVABLES PURCHASE AGREEMENT Dated as of May 1, 2003 ---------- ================================================================================ TABLE OF CONTENTS Page

Pooled Auto Securities Shelf Llc – INDENTURE (June 3rd, 2003)

Exhibit 4.2 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2003-1, as Issuer, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee ---------- INDENTURE Dated as of May 1, 2003 ---------- $110,000,000 1.24% Class A-1 Asset-Backed Notes $124,000,000 1.23% Class A-2 Asset-Backed Notes $119,000,000 1.61% Class A-3 Asset-Backed Notes $98,196,000 2.16% Class A-4 Asset-Backed Notes $40,558,000 2.07% Class B Asset-Backed Notes $15,209,000 3.19% Class C Asset-Ba

Pooled Auto Securities Shelf Llc – AMENDED AND RESTATED TRUST AGREEMENT (June 3rd, 2003)

Exhibit 4.1 [EXECUTION COPY] POOLED AUTO SECURITIES SHELF LLC, as Depositor, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and THE BANK OF NEW YORK, as Owner Trustee ---------- AMENDED AND RESTATED TRUST AGREEMENT Dated as of May 1, 2003 ---------- TABLE OF CONTENTS Page

Pooled Auto Securities Shelf Llc – SALE AND SERVICING AGREEMENT (June 3rd, 2003)

Exhibit 10.1 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2003-1, as Issuer, POOLED AUTO SECURITIES SHELF LLC, as Depositor, and CARMAX AUTO SUPERSTORES, INC., as Seller and Servicer ---------- SALE AND SERVICING AGREEMENT Dated as of May 1, 2003 ---------- TABLE OF CONTENTS Page

Pooled Auto Securities Shelf Llc – ADMINISTRATION AGREEMENT (June 3rd, 2003)

Exhibit 10.2 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2003-1, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee ---------- ADMINISTRATION AGREEMENT Dated as of May 1, 2003 ---------- ADMINISTRATION AGREEMENT, dated as of May 1, 2003 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), by and among CARMAX AUTO OWNER TRUST 2003-1, a Delaware statutory trust (the "Issuer"), CARMAX AUT

Pooled Auto Securities Shelf Llc – FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE (May 12th, 2003)

No responses are included for Items 3-14 of this Form T-1, pursuant to General Instruction B, because the obligor is not in default as provided under Item 13.

Pooled Auto Securities Shelf Llc – FINANCIAL GUARANTY INSURANCE POLICY (December 12th, 2002)

Exhibit 10.4 EXECUTION COPY MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY December 5, 2002 Policy No. 39760 Re: CarMax Auto Owner Trust 2002-2, Class A-1, Class A-2, Class A-3 and Class A-4 Asset-Backed Notes (collectively, the "Notes") and Asset-Backed Certificates (the "Certificates" and together with the Notes, the "Securities"); Insured Obligation of CarMax Auto Owner Trust 2002-2 (the "Trust") Obligation: to pay servicing fees and interest on and the principal of the Securities. Beneficiary: Wells Fargo Bank Minnesota, N

Pooled Auto Securities Shelf Llc – INDENTURE (December 12th, 2002)

Exhibit 4.3 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2002-2, as Issuer, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee ------------------------------ INDENTURE Dated as of December 1, 2002 ------------------------------ $ 75,000,000 1.425% Class A-1 Asset-Backed Notes $159,000,000 1.92% Class A-2 Asset-Backed Notes $121,000,000 2.67% Class A-3 Asset-Backed Notes $135,000,000 3.34% Class A-4 Asset-Backed Notes CROSS REFERENCE TABLE (1) TIA

Pooled Auto Securities Shelf Llc – CarMax Auto Owner Trust 2002-2 $75,000,000 Class A-1 % Asset Backed Notes $159,000,000 Class A-2 % Asset Backed Notes $121,000,000 Class A-3 % Asset Backed Notes $135,000,000 Class A-4 % Asset Backed Notes $10,000,000 % Asset Backed Certificates CarMax Auto Superstores, Inc. Seller and Servicer Pooled Auto Securities Shelf LLC Depositor Term Sheet (November 22nd, 2002)

This term sheet and the attached computational materials replace in their entirety the term sheet and computational materials dated November 18, 2002. The information contained in the attached computational materials is preliminary and will be replaced by the prospectus supplement and accompanying prospectus applicable to the CarMax Auto Owner Trust 2002-2 and any other information subsequently filed with the Securities and Exchange Commission. You should make your investment decision with respect to the securities described in the computational materials based solely upon the information contained in the prospectus supplement and accompanying prospectus.

Pooled Auto Securities Shelf Llc – CarMax Auto Owner Trust 2002-2 $104,000,000 Class A-1 ——% Asset Backed Notes $102,000,000 Class A-2 ——% Asset Backed Notes $174,000,000 Class A-3 ——% Asset Backed Notes $110,000,000 Class A-4 ——% Asset Backed Notes $10,000,000 —— % Asset Backed Certificates CarMax Auto Superstores, Inc. Seller and Servicer Pooled Auto Securities Shelf LLC Depositor Term Sheet (November 20th, 2002)

The information contained in the attached computational materials is preliminary and will be replaced by the prospectus supplement and accompanying prospectus applicable to the CarMax Auto Owner Trust 2002-2 and any other information subsequently filed with the Securities and Exchange Commission. You should make your investment decision with respect to the securities described in the computational materials based solely upon the information contained in the prospectus supplement and accompanying prospectus.

Pooled Auto Securities Shelf Llc – FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE (November 20th, 2002)

No responses are included for Items 3-14 of this Form T-1, pursuant to General Instruction B, because the obligor is not in default as provided under Item 13.

Pooled Auto Securities Shelf Llc – PRELIMINARY STATEMENTS (October 1st, 2002)

The Depositor is the grantor of the , a Delaware statutory business trust (the "Trust") consisting of a pool of motor vehicle installment sales contracts, and loan and security agreements, and certain other assets and rights as described in the Amended and Restated Trust Agreement dated as of , (the "Trust Agreement") between the Depositor, and , as owner trustee (the "Owner Trustee") sold to the Depositor by the Seller pursuant to a Receivables Purchase Agreement dated as of , between the Seller and the Depositor (the "Receivables Purchase Agreement"); and

Pooled Auto Securities Shelf Llc – FINANCIAL GUARANTY INSURANCE POLICY (July 30th, 2002)

Exhibit 10.4 MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY June 26, 2002 Policy No. 38363 Re: CarMax Auto Owner Trust 2002-1, Class A-1, Class A-2, --- Class A-3 and Class A-4 Asset-Backed Notes (collectively, the "Notes") and Asset-Backed Certificates (the "Certificates" and together with the Notes, the "Securities"); Insured Obligation of CarMax Auto Owner Trust 2002-1 (the "Trust") to ------- pay servicing fees and interest on and the principal of the Obligation: Securities. ---------- Beneficiary: Wells Fargo Bank Minnesota, National Association, as ----------- indenture trustee under the Agreement (as defined below) (together with any

Pooled Auto Securities Shelf Llc – INDENTURE (July 30th, 2002)

Exhibit 4.2 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2002-1, as Issuer, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee _______________________________________ INDENTURE Dated as of June 1, 2002 ________________________________________ $110,000,000 1.89% Class A-1 Asset-Backed Notes $126,000,000 2.64% Class A-2 Asset-Backed Notes $159,000,000 3.59% Class A-3 Asset-Backed Notes $107,361,000 4.23% Class A-4 Asset-Backed Notes CROSS REFERENCE TABLE (1) TIA

Pooled Auto Securities Shelf Llc – FINANCIAL GUARANTY INSURANCE POLICY (December 12th, 2001)

Exhibit 10.4 MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY November 27, 2001 Policy No. 36768 Re: CarMax Auto Owner Trust 2001-2, Class A-1, Class A-2, Class --- A-3 and Class A-4 Asset-Backed Notes (collectively, the "Notes") and Asset-Backed Certificates (the "Certificates" ----- ------------ and together with the Notes, the "Securities"); ---------- Insured Obligation of CarMax Auto Owner Trust 2001-2 (the "Trust") ------- ----- Obligation: to pay servicing fees and interest on and th

Pooled Auto Securities Shelf Llc – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF (November 21st, 2001)

Exhibt 25.1 ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________________________ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. natio

Pooled Auto Securities Shelf Llc – SALE AND SERVICING AGREEMENT Dated as of 1, 2001 (August 14th, 2001)

This Sale and Servicing Agreement, dated as of 1, 2001, is among Pooled Auto Securities Shelf LLC, a Delaware limited liability company ("PASS"), as depositor (the "Depositor"), , a corporation, as seller (in such capacity, the "Seller") and as servicer (in such capacity, the "Servicer"), and Auto Owner Trust 2001- , a Delaware business trust, as issuer (the "Issuer").

Pooled Auto Securities Shelf Llc – , as Seller, and POOLED AUTO SECURITIES SHELF LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of 1, 2001 (August 14th, 2001)

This Receivables Purchase Agreement, dated as of 1, 2001, is between , a corporation, as seller (the "Seller"), and Pooled Auto Securities Shelf LLC, a Delaware limited liability company ("PASS"), as purchaser (the "Purchaser").

Pooled Auto Securities Shelf Llc – AUTO OWNER TRUST 2001- , as Issuer, and , as Indenture Trustee INDENTURE Dated as of 1, 2001 (August 14th, 2001)

This Indenture, dated as of 1, 2001, is between Auto Owner Trust 2001- , a Delaware business trust (the "Issuer"), and , a , as indenture trustee (the "Indenture Trustee").

Pooled Auto Securities Shelf Llc – as Indenture Trustee (August 14th, 2001)

This Administration Agreement, dated as of 1, 2001 (the "Agreement"), is among Auto Owner Trust 2001- , as issuer (the "Issuer"), ("Seller"), as administrator (the "Administrator"), Pooled Auto Securities Shelf LLC ("PASS"), as depositor (the "Depositor"), and , as indenture trustee (the "Indenture Trustee").

Pooled Auto Securities Shelf Llc – AMENDED AND RESTATED TRUST AGREEMENT Dated as of 1, 2001 (August 14th, 2001)

This Amended and Restated Trust Agreement, dated as of 1, 2001, is between Pooled Auto Securities Shelf LLC, a Delaware limited liability company, as depositor (the "Depositor"), and , a corporation, as trustee and not in its individual capacity (in such capacity, the "Owner Trustee").

Pooled Auto Securities Shelf Llc – FINANCIAL GUARANTY INSURANCE POLICY (May 18th, 2001)

EXHIBIT 10.5 MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY May 3, 2001 Policy No. 34978 Re: Isuzu Auto Owner Trust 2001-1, Class A-1, Class A-2, Class --- A-3 and Class A-4 Asset-Backed Notes (collectively, the "Notes") and Asset-Backed Certificates (the "Certificates" ----- ------------ and together with the Notes, the "Securities"); ---------- Insured Obligation of Isuzu Auto Owner Trust 2001-1 (the "Trust") ------- ----- Obligation: to pay servicing fees and interest on and

Pooled Auto Securities Shelf Llc – INDENTURE (May 18th, 2001)

EXHIBIT 4.2 EXECUTION COPY ================================================================================ ISUZU AUTO OWNER TRUST 2001-1, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee ______________________ INDENTURE Dated as of April 1, 2001 ______________________ ================================================================================ CROSS REFERENCE TABLE* TIA Indenture Section

Pooled Auto Securities Shelf Llc – INSURER INDEMNIFICATION AGREEMENT (the "Insurer Indemnification Agreement" or (May 18th, 2001)

EXHIBIT 10.3 EXECUTION COPY -------------- INSURER INDEMNIFICATION AGREEMENT (the "Insurer Indemnification Agreement" or --------------------------------- the "Agreement"), dated April 25, 2001, by and among MBIA INSURANCE CORPORATION --------- ("MBIA"), ISUZU MOTORS ACCEPTANCE CORPORATION, as seller (the "Seller"), POOLED ---- ------ AUTO SECURITIES SHELF LLC (the "Depositor"), and FIRST UNION SECURITIES, INC. as ---------- representative of the several Underwriters (the "Representative"). -------------- The Depositor has purchased from IMAC certain motor vehicle retail installment sale contra

Pooled Auto Securities Shelf Llc – THE TRUST INDENTURE ACT OF 1939 OF A (April 24th, 2001)

=============================================================================== Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)___ _______________________________________________________ U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 41-0417860 I.R.S. Employer Identification No. 111 East Wacker Drive

Pooled Auto Securities Shelf Llc – FINANCIAL GUARANTY INSURANCE POLICY (February 8th, 2001)

Exhibit 10.4 MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY January 25, 2001 Policy No. 34115 Re: CarMax Auto Owner Trust 2001-1, Class A-1, Class A-2, --- Class A-3 and Class A-4 Asset-Backed Notes (collectively, the "Notes") and Asset-Backed ----- Certificates (the "Certificates" and together with ------------ the Notes, the "Securities"); ---------- Insured Obligation of CarMax Auto Owner Trust 2001-1 (the ------- Obligation: "Trust") to pay servicing fees a

Pooled Auto Securities Shelf Llc – INDENTURE (February 8th, 2001)

EXHIBIT 4.2 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2001-1, as Issuer, and BANKERS TRUST COMPANY, as Indenture Trustee ______________________________ INDENTURE Dated as of January 1, 2001 ______________________________ $152,254,000 5.608% Class A-1 Asset-Backed Notes $196,625,000 5.390% Class A-2 Asset-Backed Notes $178,929,000 5.490% Class A-3 Asset-Backed Notes $114,502,000 5.700% Class A-4 Asset-Backed Notes CROSS REFERENCE TABLE(1) TIA In

Pooled Auto Securities Shelf Llc – INDEMNIFICATION AGREEMENT (the "Indemnification Agreement" or the (February 8th, 2001)

Exhibit 10.2 EXECUTION COPY -------------- INDEMNIFICATION AGREEMENT (the "Indemnification Agreement" or the ------------------------- "Agreement"), dated January 18, 2001, by and among MBIA INSURANCE CORPORATION --------- ("MBIA"), CARMAX AUTO SUPERSTORES, INC., as seller (the "Seller"), POOLED AUTO ----- ------ SECURITIES SHELF LLC (the "Depositor"), FIRST UNION CORPORATION ("First Union --------- ----------- Corp.") and FIRST UNION SECURITIES, INC. ("First Union Securities"). ----- ---------------------- The Depositor is the originator of the CarMax Auto Owner Trust 2001-1 (th

Pooled Auto Securities Shelf Llc – INDENTURE ACT OF 1939 OF A CORPORATION (January 17th, 2001)

EXHIBIT 25.1 ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ______________________________ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organ

Pooled Auto Securities Shelf Llc – Standard Terms And Conditions Of Agreement (July 11th, 2000)

Exhibit 4.2.2 POOLED AUTO SECURITIES SHELF LLC, as Seller --------------------------------------------, as Servicer and --------------------------------------------, as Trustee Standard Terms And Conditions Of Agreement (Senior/Subordinated) Effective __________, 200_ TABLE OF CONTENTS PAGE ---- ARTICLES ONE - TEN [Reserved] ARTICLE ELEVEN

Pooled Auto Securities Shelf Llc – as Indenture Trustee (July 11th, 2000)

Exhibit 4.3 ================================================================================ _____________________ TRUST 200_-__, as Issuer, and --------------------------- as Indenture Trustee --------------------------- INDENTURE Dated as of __________, 200_ ================================================================================ CROSS REFERENCE TABLE* TIA Indenture SECTION Section ------- ----------- 310 (a)(1)........................