POOLED AUTO SECURITIES SHELF LLC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>dex103.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    Exhibit 10.3
                                                                  EXECUTION COPY

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                         CARMAX AUTO SUPERSTORES, INC.,
                                   as Seller,



                                       and



                        POOLED AUTO SECURITIES SHELF LLC,
                                  as Purchaser




                       _________________________________


                         RECEIVABLES PURCHASE AGREEMENT

                            Dated as of June 1, 2002

                       _________________________________




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

<PAGE>

                                TABLE OF CONTENTS

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                                                   ARTICLE ONE

                                                   DEFINITIONS

Section 1.01.  Definitions ......................................................................      1
Section 1.02.  Other Definitional Provisions ....................................................      4

                                                   ARTICLE TWO

                                            CONVEYANCE OF RECEIVABLES

Section 2.01.  Sale and Conveyance of Receivables ...............................................      5
Section 2.02.  Receivables Purchase Price; Payments on the Receivables ..........................      6
Section 2.03.  Transfer of Receivables ..........................................................      6
Section 2.04.  Examination of Receivable Files ..................................................      6
Section 2.05.  Expenses .........................................................................      6

                                                  ARTICLE THREE

                                          REPRESENTATIONS AND WARRANTIES

Section 3.01.  Representations and Warranties of the Purchaser ..................................      8
Section 3.02.  Representations and Warranties of CarMax .........................................      8

                                                   ARTICLE FOUR

                                                    CONDITIONS

Section 4.01.  Conditions to Obligation of the Purchaser ........................................     10
Section 4.02.  Conditions to Obligation of the Seller ...........................................     12

                                                   ARTICLE FIVE

                                              COVENANTS OF THE SELLER

Section 5.01.  Protection of Right, Title and Interest in, to and Under the Receivables .........     13
Section 5.02.  Security Interests ...............................................................     14
Section 5.03.  Delivery of Payments .............................................................     14
Section 5.04.  No Impairment ....................................................................     14
Section 5.05.  Costs and Expenses ...............................................................     14
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<PAGE>

<TABLE>
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Section 5.06.  Hold Harmless ...............................................................    15
Section 5.07.  Merger, Consolidation or Assumption of the Obligations of the Seller ........    15

                                          ARTICLE SIX

                                        INDEMNIFICATION

Section 6.01.  Indemnification .............................................................    16

                                          ARTICLE SEVEN

                                     MISCELLANEOUS PROVISIONS

Section 7.01.  Amendment ...................................................................    19
Section 7.02.  Termination .................................................................    19
Section 7.03.  Governing Law ...............................................................    19
Section 7.04.  Notices .....................................................................    19
Section 7.05.  Severability of Provisions ..................................................    20
Section 7.06.  Further Assurances ..........................................................    20
Section 7.07.  No Waiver; Cumulative Remedies ..............................................    20
Section 7.08.  Counterparts ................................................................    20
Section 7.09.  Third-Party Beneficiaries ...................................................    20
Section 7.10.  Headings and Table of Contents ..............................................    20
Section 7.11.  Representations, Warranties and Agreements to Survive .......................    20
Section 7.12.  No Proceedings ..............................................................    20
Section 7.13.  Accountant's Letters ........................................................    21
Section 7.14.  Obligations of Purchaser ....................................................    21


                                               SCHEDULES

Schedule A - Receivables Schedule ..........................................................  SA-1


                                                EXHIBITS

Exhibit A - Bill of Sale and Assignment ....................................................   A-1
Exhibit B - Secretary's Certificate of the Seller ..........................................   B-1
Exhibit C - Opinions of Counsel for the Seller .............................................   C-1
Exhibit D - Representations and Warranties of Seller .......................................   D-1
Exhibit E - Form of Retail Installment Sale Contract .......................................   E-1
</TABLE>

                                       ii

<PAGE>

                         RECEIVABLES PURCHASE AGREEMENT

         This Receivables Purchase Agreement, dated as of June 1, 2002, is
between CarMax Auto Superstores, Inc., a Virginia corporation ("CarMax"), as
seller (the "Seller"), and Pooled Auto Securities Shelf LLC, a Delaware limited
liability company ("PASS"), as purchaser.

         WHEREAS, in the regular course of business, the Seller and certain
affiliates of the Seller have originated certain motor vehicle retail
installment sale contracts secured by new and used motor vehicles;

         WHEREAS, the Seller intends to convey all of its right, title and
interest in and to contracts having an aggregate outstanding principal balance
of $512,613,701.98 as of the close of business on May 31, 2002 (the
"Receivables") to the Purchaser and, concurrently with its purchase of the
Receivables, the Purchaser shall convey all of its right, title and interest in
and to the Receivables to CarMax Auto Owner Trust 2002-1, as issuer (the
"Issuer") pursuant to a Sale and Servicing Agreement, dated as of June 1, 2002
(the "Sale and Servicing Agreement"), among the Issuer, PASS, as depositor, and
CarMax, as seller and servicer; and

         WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables are to be sold by the Seller to the Purchaser.

         NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                  ARTICLE ONE

                                   DEFINITIONS

         Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

         "Agreement" means this Receivables Purchase Agreement and all
amendments hereof and supplements hereto.

         "Base Prospectus" means the prospectus, dated June 11, 2002, of the
Purchaser relating to the public offering by the Purchaser of the Securities.

         "Basic Documents" means this Agreement, the Sale and Servicing
Agreement, the Administration Agreement, the Indenture, the Trust Agreement, the
Insurance Agreement, the Indemnification Agreement and any other documents or
certificates delivered in connection herewith or therewith as the same may be
amended, supplemented or otherwise modified and in effect.

         "Bill of Sale" means the Bill of Sale and Assignment, substantially in
the form attached hereto as Exhibit A.

<PAGE>

         "CarMax" means CarMax Auto Superstores, Inc., a Virginia corporation,
and its successors.

         "Closing Date" means June 26, 2002.

         "Cutoff Date" means May 31, 2002.

         "Delaware Trustee" means The Bank of New York (Delaware), as Delaware
Trustee under the Trust Agreement, and its successors in such capacity.

         "Depositor" means Pooled Auto Securities Shelf LLC, a Delaware limited
liability company, as Depositor under the Trust Agreement, and its successors in
such capacity.

         "DTC" means The Depository Trust Company, and its successors.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Indemnification Agreement" means the Indemnification Agreement, dated
as of June 12, 2002, among the Insurer, the Seller, the Purchaser, Wachovia
Corporation and the Underwriters, as amended or supplemented from time to time.

         "Indenture" means the Indenture, dated as of June 1, 2002, between the
Issuer and the Indenture Trustee, as amended or supplemented from time to time.

         "Indenture Trustee" means Wells Fargo Bank Minnesota, National
Association, as indenture trustee under the Indenture, and its successors in
such capacity.

         "Initial Reserve Account Deposit" means $1,281,534.25.

         "Insurance Agreement" means the Insurance and Reimbursement Agreement,
dated June 26, 2002, among the Insurer, the Depositor, and CarMax, in its
individual capacity, as seller and as servicer, as amended or supplemented from
time to time.

         "Insurance Policy" means the financial guaranty insurance policy, dated
the Closing Date, issued by the Insurer relating to the Securities.

         "Insurer" means MBIA Insurance Corporation, and its successors.

         "Issuer" means CarMax Auto Owner Trust 2002-1, a Delaware statutory
business trust.

         "Owner Trustee" means The Bank of New York, as owner trustee under the
Trust Agreement, and its successors in such capacity.

         "PASS" means Pooled Auto Securities Shelf LLC, a Delaware limited
liability company, and its successors.

         "Preliminary Prospectus" means the preliminary prospectus supplement,
dated June 11, 2002, and the prospectus, dated June 11, 2002, of the Purchaser
relating to the public offering by the Purchaser of the Securities.

                                       2

<PAGE>

         "Prospectus Supplement" means the final prospectus supplement, dated
June 12, 2002, of the Purchaser relating to the public offering by the Purchaser
of the Securities.

         "Prospectus" means the Prospectus Supplement, dated June 12, 2002, and
the Prospectus, dated June 11, 2002, of the Purchaser relating to the public
offering by the Purchaser of the Securities.

         "Purchaser" means PASS, in its capacity as purchaser of the Receivables
under this Agreement, and its successors in such capacity.

         "Receivables" means the motor vehicle retail installment sale contracts
sold by the Seller to the Purchaser pursuant to this Agreement and identified on
the Receivables Schedule.

         "Receivables Purchase Price" means $511,332,167.73.

         "Receivables Schedule" means the schedule of receivables attached as
Schedule A hereto, as amended, supplemented or otherwise modified and in effect
from time to time.

         "Representation Date" means each of the date of the Prospectus and the
Closing Date.

         "Representative" means Wachovia Securities, Inc. (formerly known as
First Union Securities, Inc.), as representative of the Underwriters.

         "Sale and Servicing Agreement" has the meaning given in the recitals.

         "SEC" means the Securities and Exchange Commission, and its successors.

         "Securities" means the Notes and the Certificates.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securityholders" means the Noteholders and the Certificateholders.

         "Seller" means CarMax, in its capacity as seller of the Receivables
under this Agreement, and its successors in such capacity.

         "Seller Information" means the information in the Prospectus Supplement
(other than the information under the headings "Summary - Tax Status", "Summary
- ERISA Considerations", "The Depositor", "Description of the Insurer",
"Material Federal Income Tax Consequences", "ERISA Considerations",
"Underwriting" and "Annex I - Global Clearance, Settlement and Tax Documentation
Procedures"), and the information in the Base Prospectus under the heading
"Material Legal Issues Relating to the Receivables".

         "State" means any of the 50 states of the United States of America or
the District of Columbia.

         "Trust Agreement" means the trust agreement, dated as of May 8, 2002,
between PASS and the Delaware Trustee, as amended by the Amendment No. 1 to
Trust Agreement, dated as of May 17, 2002, among PASS, the Delaware Trustee and
the Owner Trustee and as amended and

                                       3

<PAGE>

restated by the Amended and Restated Trust Agreement, dated as of June 1, 2002
among PASS, the Delaware Trustee and the Owner Trustee.

         "Trustee" means either the Owner Trustee or the Indenture Trustee, as
the context requires.

         "UCC" means Uniform Commercial Code as in effect in the respective
jurisdiction.

         "Underwriters" means the underwriters named in Schedule A to the
Underwriting Agreement.

         "Underwriting Agreement" means the Underwriting Agreement, dated June
12, 2002, between PASS and the Representative, relating to the purchase of the
Securities by the Underwriters from PASS.

         Section 1.02. Other Definitional Provisions.

         (a)  Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Sale and Servicing Agreement.

         (b)  The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, subsection, Schedule
and Exhibit references contained in this Agreement are references to Sections,
subsections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; the term "proceeds" shall have the meaning set forth in the
applicable UCC; and the word "including" means including without limitation.

                                       4

<PAGE>

                                   ARTICLE TWO

                            CONVEYANCE OF RECEIVABLES

         Section 2.01. Sale and Conveyance of Receivables.

         (a)  The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the
Seller, without recourse (subject to the Seller's obligations hereunder), all of
the right, title and interest of the Seller in, to and under the following:

              (i)    the Receivables;

              (ii)   all amounts received on or in respect of the Receivables
         (including proceeds of the repurchase of Receivables by the Seller
         pursuant to Section 3.02(g)) after the Cutoff Date;

              (iii)  the security interests in the Financed Vehicles granted by
         the Obligors pursuant to the Receivables;

              (iv)   all proceeds from claims on or refunds of premiums of any
         physical damage or theft insurance policies covering the Financed
         Vehicles and any proceeds or refunds of premiums of any credit life or
         credit disability insurance policies relating to the Financed Vehicles
         or the Obligors;

              (v)    the Receivable Files;

              (vi)   the right to realize upon any property (including the right
         to receive future Liquidation Proceeds) that shall have secured a
         Receivable and have been repossessed by or on behalf of the Issuer; and

              (vii)  all present and future claims, demands, causes of action
         and choses in action in respect of any or all of the foregoing and all
         payments on or under and all proceeds of every kind and nature
         whatsoever in respect of any or all of the foregoing, including all
         proceeds of the conversion thereof, voluntary or involuntary, into cash
         or other liquid property, all cash proceeds, accounts, accounts
         receivable, notes, drafts, acceptances, chattel paper, checks, deposit
         accounts, insurance proceeds, condemnation awards, rights to payment of
         any and every kind and other forms of obligations and receivables,
         instruments and other property which at any time constitute all or part
         of or are included in the proceeds of any of the foregoing.

         (b)  The parties hereto intend that the conveyance of the Receivables
and related property hereunder be a sale and not a loan. In the event that the
conveyance hereunder is not for any reason considered a sale, the Seller hereby
grants to the Purchaser a first priority perfected security interest in all of
the Seller's right, title and interest in, to and under the Receivables, and all
other property conveyed hereunder and listed in this Section and all proceeds of
any of the foregoing. The parties intend that this Agreement constitute a
security agreement under applicable law. Such grant is made to secure the
payment of all amounts payable hereunder,

                                       5

<PAGE>

including the Receivables Purchase Price. If such conveyance is for any reason
considered to be a loan and not a sale, the Seller consents to the Purchaser
transferring such security interest in favor of the Indenture Trustee and
transferring the obligation secured thereby to the Indenture Trustee.

         (c)  The Seller agrees to treat the transfer of the Receivables and the
related property contemplated by Section 2.01(a) for all purposes (including tax
and financial accounting purposes) as an absolute transfer on all relevant
books, records, tax returns, financial statements and other applicable
documents.

         Section 2.02. Receivables Purchase Price; Payments on the Receivables.

         (a)  On the Closing Date, in exchange for the Receivables and other
assets described in Section 2.01(a), the Purchaser shall pay the Seller, in
immediately available funds, the Receivables Purchase Price. The Purchaser shall
deposit, from funds it receives from the issuance of the Securities, the Initial
Reserve Account Deposit into the Reserve Account, which amount shall be an asset
of the Trust.

         (b)  The Purchaser shall be entitled to, and shall convey such right to
the Owner Trustee pursuant to the Sale and Servicing Agreement, all payments of
principal and interest on or in respect of the Receivables received after the
Cutoff Date.

         Section 2.03. Transfer of Receivables. Pursuant to the Sale and
Servicing Agreement, the Purchaser will assign all of its right, title and
interest in, to and under the Receivables and other assets described in Section
2.01(a) to the Issuer. The parties hereto acknowledge that the Issuer will
pledge its rights to and under the Receivables and other assets described in
Section 2.01(a) to the Indenture Trustee pursuant to the Trust Agreement. The
Purchaser has the right to assign its interest under this Agreement as may be
required to effect the purposes of the Sale and Servicing Agreement, without the
consent of the Seller, and the Owner Trustee as assignee shall succeed to the
rights and obligations hereunder of the Purchaser.

         Section 2.04. Examination of Receivable Files. The Seller will make the
Receivable Files available to the Purchaser or its agent for examination during
normal business hours at the Seller's offices or such other location as
otherwise shall be agreed upon by the Purchaser and the Seller.

         Section 2.05. Expenses. The Seller will reimburse the Purchaser for
certain of the expenses of the Purchaser in connection with the sale of the
Securities, including (i) expenses incident to the printing, reproducing and
distributing of the Preliminary Prospectus and the Prospectus, (ii) any fees
charged by Moody's and Standard & Poor's in connection with the rating of the
Securities, (iii) the fees of DTC in connection with the book-entry registration
of the Securities, (iv) the reasonable expenses incurred by the Purchaser in
connection with the initial qualification of the Securities for sale under the
laws of such jurisdictions in the United States as the Purchaser may designate,
including fees of counsel and disbursements incurred by such counsel in
connection therewith and (v) the fees, which shall not exceed the amount
previously agreed upon between the Purchaser and the Seller, and disbursements
of Sidley Austin Brown &

                                       6

<PAGE>

Wood LLP, counsel to the Purchaser and to the Underwriters, in connection with
the purchase of the Receivables hereunder and the issuance and sale of the
Securities.

                                       7

<PAGE>

                                 ARTICLE THREE

                         REPRESENTATIONS AND WARRANTIES

         Section 3.01. Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants to the Seller as of the date of this
Agreement and as of the Closing Date that:

              (a)  Organization and Good Standing. The Purchaser is a limited
         liability company duly organized, validly existing and in good standing
         under the laws of the State of Delaware, and has power and authority to
         own its properties and to conduct its business as such properties are
         currently owned and such business is presently conducted, and had at
         all relevant times, and shall have, power, authority and legal right to
         acquire, own and sell the Receivables.

              (b)  Power and Authority. The Purchaser has the power and
         authority to execute and deliver this Agreement and to carry out its
         terms; and the execution, delivery and performance of this Agreement
         has been duly authorized by the Purchaser by all necessary action.

              (c)  No Violation. The consummation of the transactions
         contemplated by this Agreement and the fulfillment of the terms hereof
         shall not conflict with, result in any breach of any of the terms and
         provisions of, nor constitute (with or without notice or lapse of time)
         a default under, the limited liability company agreement or certificate
         of formation of the Purchaser, or conflict with or breach any of the
         material terms or provisions of, or constitute (with or without notice
         or lapse of time) a default under, any indenture, agreement or other
         instrument to which the Purchaser is a party or by which it may be
         bound.

         Section 3.02. Representations and Warranties of CarMax.

         (a)  The Seller makes the representations and warranties contained in
Exhibit D attached hereto and incorporated herein by reference on which the
Purchaser relies in accepting the Receivables. The representations and
warranties of CarMax contained in Section 7.1 of the Sale and Servicing
Agreement are incorporated herein as if set forth herein and as if made to the
Purchaser on the date hereof.

         (b)  As of each Representation Date, the Seller Information is true and
accurate in all material respects and did not or does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

         (c)  It is understood and agreed that the representations and
warranties incorporated by reference in Section 3.02(a) or set forth in Section
3.02(b) shall remain operative and in full force and effect, shall survive the
transfer and conveyance of the Receivables and other assets described in Section
2.01(a) by the Seller to the Purchaser and by the Purchaser to the Issuer and
shall inure to the benefit of the Purchaser, the Trustees and the
Securityholders.

                                       8

<PAGE>

         (d)  The Seller shall indemnify the Purchaser and hold the Purchaser
harmless against any losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and other costs and expenses resulting from any third
party claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Seller's representations and warranties
incorporated by reference in Section 3.02(a) or set forth in Section 3.02(b).
The Trustees shall also have the remedies provided in the Sale and Servicing
Agreement.

         (e)  Any cause of action against the Seller relating to or arising out
of the breach of any of its representations and warranties made or incorporated
by reference in this Section shall accrue as to any Receivable upon (i)
discovery of such breach by the Purchaser or either Trustee or notice thereof by
the Seller to the Purchaser, (ii) failure by the Seller to cure such breach and
(iii) demand upon the Seller by the Purchaser for all amounts payable in respect
of such Receivable under this Agreement.

         (f)  The Purchaser or the Seller, as the case may be, shall inform the
other parties promptly, in writing, upon discovery of any breach of the Seller's
representations and warranties pursuant to this Section which materially and
adversely affects the interests of the Securityholders in any Receivable.

         (g)  If a breach of any representation or warranty incorporated by
reference in Section 3.02(a) which materially and adversely affects the
interests of the Purchaser, the Trust or the Securityholders in any Receivable
shall not have been cured by the close of business on the last day of the
Collection Period which includes the thirtieth day after the date on which the
Seller becomes aware of, or receives written notice from the Servicer, the
Purchaser, the Owner Trustee or the Insurer of such breach or failure, the
Seller shall repurchase such Receivable from the Trust on the Distribution Date
immediately following such Collection Period. In consideration for the
repurchase of any such Receivable, the Seller shall remit the Purchase Amount of
such Receivable to the Trust. Upon any such repurchase, the Purchaser shall,
without further action, be deemed to transfer, assign, set-over and otherwise
convey to the Seller, without recourse, representation or warranty, all the
right, title and interest of the Purchaser in, to and under such repurchased
Receivable and all other related assets described in Section 2.01(a). The
Purchaser, the Issuer, the Owner Trustee or the Indenture Trustee, as
applicable, shall execute such documents and instruments of transfer or
assignment and take such other actions as shall reasonably be requested by the
Seller to effect the conveyance of such Receivable pursuant to this Section. The
sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders
with respect to a breach of the Seller's representations and warranties pursuant
to Section 3.02(a) or with respect to the existence of any such Liens or claims
shall be to require the Seller to repurchase the related Receivables pursuant to
this Section.

                                       9

<PAGE>

                                  ARTICLE FOUR

                                   CONDITIONS

         Section 4.01. Conditions to Obligation of the Purchaser. The obligation
of the Purchaser to purchase the Receivables from the Seller on the Closing Date
is subject to the satisfaction of the following conditions:

              (a)  Representations and Warranties True. The representations and
         warranties of CarMax contained herein and in the other Basic Documents
         shall be true and correct on the Closing Date with the same effect as
         if made on the Closing Date, and each of the Seller and the Servicer
         shall have performed all obligations to be performed by it hereunder
         and under the other Basic Documents on or before the Closing Date.

              (b)  Computer Files Marked. The Seller shall, at its own expense,
         on or before the Closing Date, indicate in its computer files that the
         Receivables have been sold to the Purchaser pursuant to this Agreement
         and deliver to the Purchaser the Receivables Schedule, certified by an
         officer of the Seller to be true, correct and complete.

              (c)  Release of Lenders. The Seller shall obtain executed release
         agreements and UCC partial releases with respect to the Receivables
         from Bank of America, N.A. (and certain other parties) and CarMax
         Funding, LLC, in each case in form and substance satisfactory to the
         Purchaser.

              (d)  Documents to be Delivered. The Purchaser shall have received
         the following, all of which shall be dated as of the Closing Date or
         such other date as specified:

                   (i)    the Receivables Schedule;

                   (ii)   an Officer's Certificate of the Seller, substantially
         in the form of Exhibit B hereto;

                   (iii)  an opinion or opinions of counsel for the Seller, in
         the aggregate substantially in the form of Exhibit C hereto, addressed
         to the Purchaser, the Insurer and the Underwriters;

                   (iv)   a letter, dated June 12, 2002, from KPMG LLP as to
         certain financial and statistical information in the Seller
         Information, which letter shall be acceptable in form and substance to
         the Purchaser;

                   (v)    copies of resolutions of the board of directors of the
         Seller approving the execution, delivery and performance of the Basic
         Documents to which the Seller is a party, and the performance of the
         transactions contemplated hereunder and thereunder, certified by the
         Secretary or an Assistant Secretary of the Seller;

                                       10

<PAGE>

                   (vi)    copies of the articles of incorporation of the
              Seller, together with all amendments, revisions and supplements
              thereto, certified by the Virginia State Corporation Commission as
              of a recent date, and a certificate of fact from the Virginia
              State Corporation Commission, dated as of a recent date, to the
              effect that the Seller has been duly incorporated, is in good
              standing and has a legal corporate existence;

                   (vii)   UCC search reports from the appropriate offices in
              Virginia and in Georgia as to the Seller;

                   (viii)  reliance letters to each opinion of counsel to the
              Seller or the Servicer delivered to Standard & Poor's, Moody's or
              the Insurer in connection with the purchase of the Receivables
              hereunder or the issuance or sale of the Securities;

                   (ix)    a financing statement to be filed with the Virginia
              State Corporation Commission, naming the Seller, as seller or
              debtor, the Purchaser, as purchaser or secured party, and the
              Trust, as assignee, naming the Receivables and the related
              property described in Section 2.01(a) as collateral and meeting
              the requirements of the laws of each such jurisdiction and in such
              manner as is necessary to perfect the sale, transfer, assignment
              and conveyance of the Receivables to the Purchaser;

                   (x)     the Bill of Sale; and

                   (xi)    such other documents, certificates and opinions as
              may be reasonably requested by the Purchaser or its counsel.

              (e)  Execution of Basic Documents. The Basic Documents shall have
         been executed and delivered by the parties thereto.

              (f)  Insurance Policy Issued. The Insurance Policy shall have been
         issued and delivered by the Insurer.

              (g)  Rating of the Securities. Moody's and Standard & Poor's,
         respectively, shall have assigned ratings of (i) "Prime-1" and "A-1+"
         to the Class A-1 Notes and (ii) "Aaa" and "AAA" to the Class A-2 Notes,
         the Class A-3 Notes, the Class A-4 Notes and the Certificates.

              (h)  No Unsolicited Ratings. There shall not have been issued an
         unsolicited rating of the Securities by any nationally recognized
         statistical rating agency at a level that is lower than the ratings for
         the Securities from Moody's or Standard & Poor's specified in Section
         4.01(g).

              (i)  Other Transactions. The transactions contemplated by the
         Basic Documents shall be consummated on the Closing Date.

                                       11

<PAGE>

              (j)  No Termination of the Underwriting Agreement. The Purchaser
         may terminate this Agreement at any time at or prior to the Closing
         Date (i) if there has been, since the respective dates as of which
         information is given in the Prospectus, any material adverse change in
         the condition, financial or otherwise, or in the earnings, business
         affairs or business prospects of the Purchaser or CarMax, whether or
         not arising in the ordinary course of business, (ii) if there has
         occurred any material adverse change in the financial markets in the
         United States, any outbreak of hostilities or escalation thereof or
         other calamity or crisis or any change or development involving a
         prospective change in national or international political, financial or
         economic conditions, in each case the effect of which is such as to
         make it, in the judgment of the Representative, impracticable or
         inadvisable to market the Securities or to enforce contracts for the
         sale of the Securities, (iii) if trading in any securities of the
         Purchaser, CarMax or any of their Affiliates has been suspended or
         materially limited by the SEC or if trading generally on the American
         Stock Exchange, the New York Stock Exchange or in the Nasdaq National
         Market has been suspended or materially limited, or minimum or maximum
         prices for trading have been fixed, or maximum ranges for prices have
         been required, by any of said exchanges or by such system or by order
         of the SEC, the National Association of Securities Dealers, Inc. or any
         other governmental authority, (iv) a material disruption has occurred
         in commercial banking or securities settlement or clearing services in
         the United States or (v) if a banking moratorium has been declared by
         either Federal, Virginia, North Carolina or New York authorities.

         Section 4.02. Conditions to Obligation of the Seller. The obligation of
the Seller to sell the Receivables to the Purchaser on the Closing Date is
subject to the satisfaction of the following conditions:

              (a)  Representations and Warranties True. The representations and
         warranties of the Purchaser contained herein and in the other Basic
         Documents shall be true and correct on the Closing Date with the same
         effect as if then made, and the Purchaser shall have performed all
         obligations to be performed by it hereunder and under the other Basic
         Documents on or before the Closing Date.

              (b)  Payment of Receivables Purchase Price. In consideration of
         the sale of the Receivables from the Seller to the Purchaser as
         provided in Section 2.01, on the Closing Date the Purchaser shall have
         paid the Seller an amount equal to the Receivables Purchase Price.

              (c)  Opinions of Purchaser. An opinion or opinions of counsel for
         the Purchaser addressed to the Seller, the Insurer and the Underwriters
         shall have been delivered.

                                       12

<PAGE>

                                  ARTICLE FIVE

                             COVENANTS OF THE SELLER

         Section 5.01. Protection of Right, Title and Interest in, to and Under
the Receivables.

         (a)  The Seller, at its expense, shall cause all financing statements
and continuation statements and any other necessary documents covering the
Purchaser's right, title and interest in, to and under the Receivables and other
property conveyed by the Seller to the Purchaser hereunder to be promptly
authorized, recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may be
required by law fully to preserve and protect the right, title and interest of
the Purchaser hereunder to the Receivables and such other property. The Seller
shall deliver to the Purchaser file-stamped copies of, or filing receipts for,
any document recorded, registered or filed as provided above, as soon as
available following such recording, registration or filing. The Purchaser shall
cooperate fully with the Seller in connection with the obligations set forth
above and will execute any and all documents reasonably required to fulfill the
intent of this subsection.

         (b)  Within five days after the Seller makes any change in its name,
identity or organizational structure which would make any financing statement or
continuation statement filed in accordance with Section 4.01(d) seriously
misleading within the meaning of the UCC as in effect in the applicable state,
the Seller shall give the Purchaser notice of any such change and, within 30
days after such change, shall authorize and file such financing statements or
amendments as may be necessary to continue the perfection of the Purchaser's
security interest in the Receivables and the proceeds thereof.

         (c)  The Seller shall give the Purchaser written notice within five
days of any relocation of the state of organization of the Seller or any office
in which the Seller keeps records concerning the Receivables and whether, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and, within 30 days after such
relocation, shall authorize and file such financing statements or amendments as
may be necessary to continue the perfection of the interest of the Purchaser in
the Receivables and the proceeds thereof. The Seller shall at all times maintain
its state of organization, its principal place of business and its chief
executive office and the location of the office where the Receivables Files and
any accounts and records relating to the Receivables are kept within the United
States of America.

         (d)  The Seller shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable.

         (e)  The Seller shall maintain its computer systems so that, from and
after the time of the transfer of the Receivables to the Purchaser pursuant to
this Agreement, the Seller's master computer records (including any back-up
archives) that refer to a Receivable shall indicate

                                       13

<PAGE>

clearly and unambiguously that such Receivable is owned by the Purchaser (or,
upon transfer of the Receivables to the Issuer, by the Issuer). Indication of
the Purchaser's ownership of a Receivable shall be deleted from or modified on
the Seller's computer systems when, and only when, such Receivable shall have
been paid in full or repurchased by the Seller.

         (f)  If at any time the Seller shall propose to sell, grant a security
interest in or otherwise transfer any interest in any motor vehicle retail
installment sale contract to any prospective purchaser, lender or other
transferee, the Seller shall give to such prospective purchaser, lender or other
transferee computer tapes, compact disks, records or print-outs (including any
restored from back-up archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly and unambiguously that such
Receivable has been sold and is owned by the Purchaser (or, upon transfer of the
Receivables to the Issuer, the Issuer), unless such Receivable has been paid in
full or repurchased by the Seller.

         (g)  The Seller shall permit the Purchaser and its agents at any time
during normal business hours to inspect, audit and make copies of and abstracts
from the Seller's records regarding any Receivable.

         (h)  If the Seller has repurchased one or more Receivables from the
Purchaser or the Issuer pursuant to Section 3.02(g), the Seller shall, upon
request, furnish to the Purchaser, within ten days, a list of all Receivables
(by receivable number and name of Obligor) then owned by the Purchaser, together
with a reconciliation of such list to the Receivables Schedule.

         Section 5.02. Security Interests. Except for the conveyances hereunder,
the Seller covenants that it will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any Lien on any
Receivable, whether now existing or hereafter created, or any interest therein;
the Seller will immediately notify the Purchaser of the existence of any Lien on
any Receivable and, in the event that the interests of the Securityholders in
such Receivable are materially and adversely affected, such Receivable shall be
repurchased from the Purchaser by the Seller in the manner and with the effect
specified in Section 3.02(g), and the Seller shall defend the right, title and
interest of the Purchaser in, to and under the Receivables, whether now existing
or hereafter created, against all claims of third parties claiming through or
under the Seller.

         Section 5.03. Delivery of Payments. The Seller covenants and agrees to
deliver in kind upon receipt to the Servicer under the Sale and Servicing
Agreement all payments received by the Seller in respect of the Receivables as
soon as practicable after receipt thereof by the Seller.

         Section 5.04. No Impairment. The Seller covenants that it shall take no
action, nor omit to take any action, which would impair the rights of the
Purchaser in any Receivable, nor shall it, except as otherwise provided in this
Agreement or the Sale and Servicing Agreement, reschedule, revise or defer
payments due on any Receivable.

         Section 5.05. Costs and Expenses. The Seller shall pay all reasonable
costs and expenses incurred in connection with the perfection of the Purchaser's
right, title and interest in, to and under the Receivables.

                                       14

<PAGE>

         Section 5.06. Hold Harmless. The Seller shall protect, defend,
indemnify and hold the Purchaser and the Issuer and their respective assigns and
their attorneys, accountants, employees, officers and directors harmless from
and against all losses, costs, liabilities, claims, damages and expenses of
every kind and character, as incurred, resulting from or relating to or arising
out of (i) the inaccuracy, nonfulfillment or breach of any representation,
warranty, covenant or agreement made by CarMax in this Agreement, (ii) any legal
action, including any counterclaim, that has either been settled by the
litigants (which settlement, if the Seller is not a party thereto shall be with
the consent of the Seller) or has proceeded to judgment by a court of competent
jurisdiction, in either case to the extent it is based upon alleged facts that,
if true, would constitute a breach of any representation, warranty, covenant or
agreement made by the Seller in this Agreement, (iii) any actions or omissions
of the Seller or any employee or agent of the Seller occurring prior to the
Closing Date with respect to any Receivable or Financed Vehicle or (iv) any
failure of a Receivable to be originated in compliance with all requirements of
law. These indemnity obligations shall be in addition to any obligation that the
Seller may otherwise have.

         Section 5.07. Merger, Consolidation or Assumption of the Obligations of
the Seller. The Seller shall not transfer or otherwise assign its obligations as
Servicer under the Sale and Servicing Agreement nor enter into any merger,
conversion or consolidation to which the Servicer is a party, unless the Insurer
shall otherwise consent in writing to any such transfer, assignment or
succession; provided, however, that the consent of the Insurer shall not be
required if the Servicer shall be the surviving entity in any such merger,
conversion or consolidation.

                                       15

<PAGE>

                                   ARTICLE SIX

                                 INDEMNIFICATION

         Section 6.01. Indemnification.

         (a)  The Seller agrees to indemnify and hold harmless the Purchaser,
each Underwriter and each person, if any, who controls the Purchaser or any
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act as follows:

              (i)    against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact included in the Seller
         Information or any similar information contained in the Preliminary
         Prospectus or the Prospectus or any amendment or supplement thereto, or
         the omission or alleged omission from the Seller Information or such
         similar information of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

              (ii)   against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever, based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6.01(c)) any such settlement is effected with
         the written consent of the Seller; and

              (iii)  against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by the
         Purchaser or the Representative), reasonably incurred in investigating,
         preparing or defending against any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or any claim whatsoever, based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, to the
         extent that any such expense is not paid under clause (i) or (ii)
         above.

         (b)  Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. Counsel to the indemnified parties
shall be selected by the Purchaser or the Representative, subject to the consent
of the indemnifying party (which consent shall not be unreasonably withheld). An
indemnifying party may participate at its own expense in the defense of any such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or

                                       16

<PAGE>

circumstances. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

         (c)  If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6.01(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement; provided,
however, that such indemnifying party shall not be liable for such settlement if
it has notified the indemnified party in writing that it objects to the terms of
such settlement within 30 days after receipt of the notice described in clause
(ii) above or that it objects to the requested fees and expenses within 45 days
after receipt of such request.

         (d)  If recovery is not available under the provisions of this Section
for any reason other than as specified herein, the parties entitled to
indemnification by the terms hereof shall be entitled to contribution to
liabilities and expenses, except to the extent that contribution is not
permitted under Section 11(f) of the Securities Act. In determining the amount
of contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party, the parties' relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission, and any other equitable considerations appropriate under the
circumstances. The parties hereto agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever, based upon any such untrue or alleged
untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by it in connection with the
Securities underwritten by it and distributed to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.

                                       17

<PAGE>

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                                       18

<PAGE>

                                 ARTICLE SEVEN

                            MISCELLANEOUS PROVISIONS

         Section 7.01. Amendment.

         (a)  This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Purchaser and the Seller, without
the consent of the Securityholders, to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein or to add any other provision with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the Sale and Servicing Agreement; provided,
however, that any such amendment shall not, as evidenced by an Opinion of
Counsel to the Seller delivered to the Indenture Trustee, adversely affect in
any material respect the interests of the Securityholders or of the Insurer.

         (b)  This Agreement may also be amended from time to time for any other
purpose by a written amendment duly executed and delivered by the Seller and by
the Purchaser; provided, however, that any such amendment that materially
adversely affects the interests of the Securityholders under the Indenture, the
Sale and Servicing Agreement or the Trust Agreement must be consented to by the
Holders of Notes evidencing not less than 51% of the Note Balance and the
Holders of Certificates evidencing not less than 51% of the Certificate Balance;
and, provided further, that no such amendment shall be effective without the
consent of the Insurer, if such proposed amendment would reasonably be expected
to have a material adverse effect on the interests of the Insurer.

         (c)  Promptly after the execution of any amendment to this Agreement,
the Seller shall furnish written notification of the substance of such amendment
to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

         Section 7.02. Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the indemnity obligations of the Seller as provided herein, upon the
termination of the Issuer as provided in the Trust Agreement.

         Section 7.03. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 7.04. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or sent by telecopier, overnight courier or mailed by
registered mail, return receipt requested, in the case of (i) the Purchaser, to
Pooled Auto Securities Shelf LLC, One Wachovia Center, 301 South College Street,
Charlotte, North Carolina 28288, Attention: General Counsel and (ii) the Seller,
to CarMax Auto Superstores, Inc., 4900 Cox Road, Glen Allen, Virginia 23060,
Attention:

                                       19

<PAGE>

Treasury Department; or, as to either of such Persons, at such other address as
shall be designated by such Person in a written notice to the other Persons.

         Section 7.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions and terms of this Agreement and shall in no way affect the validity
or enforceability of the other covenants, agreements, provisions and terms of
this Agreement or any amendment or supplement hereto.

         Section 7.06. Further Assurances. The Seller and the Purchaser agree to
do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the other party hereto
or by the Issuer or the Indenture Trustee more fully to effect the purposes of
this Agreement, including the execution of any financing statements, amendments,
continuation statements or releases relating to the Receivables for filing under
the provisions of the UCC or other law of any applicable jurisdiction.

         Section 7.07. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Purchaser, the Issuer or the
Seller, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.

         Section 7.08. Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

         Section 7.09. Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Issuer and the
Indenture Trustee for the benefit of the Insurer and the Noteholders, both of
which shall be considered to be third-party beneficiaries hereof. Except as
otherwise provided in this Agreement, no other Person will have any right or
obligation hereunder.

         Section 7.10. Headings and Table of Contents. The Table of Contents and
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

         Section 7.11. Representations, Warranties and Agreements to Survive.
The respective agreements, representations, warranties and other statements by
the Seller and by the Purchaser set forth in or made pursuant to this Agreement
shall remain in full force and effect and will survive the closing hereunder of
the transfers and assignments by the Seller to the Purchaser and by the
Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the
Trustees and the Securityholders.

         Section 7.12. No Proceedings. The Seller covenants and agrees that so
long as this Agreement is in effect, and for one year plus one day following its
termination, it will not file

                                       20

<PAGE>

any involuntary petition or otherwise institute any bankruptcy, reorganization
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy law or similar law against the Issuer or the Owner
Trustee.

         Section 7.13. Accountant's Letters.

         (a)  The Seller shall cause a firm of independent certified public
accountants (who may also render other services to the Seller) to perform
certain procedures regarding the characteristics of the Receivables described in
the Receivables Schedule and to compare those characteristics to the information
with respect to the Receivables contained in the Prospectus. The Seller shall
cooperate with the Purchaser and such accountants in making available all
information and taking all steps reasonably necessary to permit such accountants
to complete such procedures and to deliver the letters required of them under
the Underwriting Agreement.

         (b)  The Seller shall cause a firm of independent certified public
accountants (who may also render other services to the Seller) to deliver to the
Purchaser a letter, dated June 12, 2002, in the form previously agreed to by the
Seller and the Purchaser, with respect to the financial and statistical
information contained in the Prospectus under the caption "The
Seller--Delinquency, Credit Loss and Recovery Information" and with respect to
such other information as may be agreed in the forms of such letters.

         Section 7.14. Obligations of Purchaser. The obligations of the
Purchaser under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.

                                       21

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                                          CARMAX AUTO SUPERSTORES, INC.,
                                            as Seller

                                          By: /s/  Philip J. Dunn
                                              ---------------------------------
                                                        Philip J. Dunn
                                                           Treasurer

                                          POOLED AUTO SECURITIES SHELF LLC,
                                            as Purchaser

                                          By: /s/ Curtis A. Sidden, Jr.
                                              ---------------------------------
                                                     Curtis A. Sidden, Jr.
                                                        Vice President

                                       22

<PAGE>

                                                                      SCHEDULE A

                              RECEIVABLES SCHEDULE

                    [Original on file at Servicer's office.]

                                      SA-1

<PAGE>

                                                                       EXHIBIT A

                           BILL OF SALE AND ASSIGNMENT

         For value received, in accordance with the receivables purchase
agreement, dated as of June 1, 2002 (the "Receivables Purchase Agreement"),
between the undersigned and Pooled Auto Securities Shelf LLC (the "Purchaser"),
the undersigned does hereby sell, assign, transfer and otherwise convey unto the
Purchaser, without recourse, all right, title and interest of the undersigned in
and to (i) the Receivables listed on Schedule A hereto (the "Receivables"); (ii)
all amounts received on or in respect of the Receivables (including proceeds of
the repurchase of Receivables by the Seller pursuant to the Receivables Purchase
Agreement) after the Cutoff Date; (iii) the security interests in the Financed
Vehicles granted by the Obligors pursuant to the Receivables; (iv) all proceeds
from claims on or refunds of premiums of any physical damage or theft insurance
policies covering the Financed Vehicles and any proceeds or refunds of premiums
of any credit life or credit disability insurance policies relating to the
Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to
realize upon any property (including the right to receive future Liquidation
Proceeds) that shall have secured a Receivable and have been repossessed by or
on behalf of the Issuer; and (vii) all present and future claims, demands,
causes of action and choses in action in respect of any or all of the foregoing
and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of
the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing.

         This Bill of Sale and Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Receivables Purchase Agreement and is to be governed by the
Receivables Purchase Agreement.

         Capitalized terms used and not otherwise defined herein shall have the
meaning assigned to them in the Receivables Purchase Agreement.

         IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale and
Assignment to be duly executed as of June 1, 2002.

                                    CARMAX AUTO SUPERSTORES, INC.



                                    By: ________________________________________
                                        Name:
                                        Title:

                                      A-1

<PAGE>

                                                                       EXHIBIT B

                      SECRETARY'S CERTIFICATE OF THE SELLER

                                       B-1

<PAGE>

                                                                       EXHIBIT C

                       OPINIONS OF COUNSEL FOR THE SELLER

                                       C-1

<PAGE>

                                                                       EXHIBIT D

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         CarMax Auto Superstores, Inc., a Virginia corporation (the "Seller"),
makes the following representations and warranties in the Receivables Purchase
Agreement, dated as of June 1, 2002 (the "Receivables Purchase Agreement"),
between the Seller and Pooled Auto Securities Shelf LLC, a Delaware limited
liability company (the "Depositor"). All capitalized terms used in such
representations and warranties have the respective meanings assigned to them in
the Receivables Purchase Agreement.

         (a)  Characteristics of Receivables. Each Receivable (i) has been
originated by the Seller or an Affiliate of the Seller in the ordinary course of
business in connection with the sale of a new or used motor vehicle and has been
fully and properly executed by the parties thereto, (ii) contains customary and
enforceable provisions such that the rights and remedies of the holder thereof
are adequate for realization against the collateral of the benefits of the
security, (iii) provides for level monthly payments that fully amortize the
Amount Financed by maturity (except that the period between the date of such
Receivable and the date of the first Scheduled Payment may be less than or
greater than one month and the amount of the first and last Scheduled Payments
may be less than or greater than the level payments) and yield interest at the
related APR, (iv) provides for, in the event that such Receivable is prepaid, a
prepayment that fully pays the Principal Balance of such Receivable with
interest at the related APR through the date of payment, (v) is a retail
installment sale contract substantially in the form of Exhibit E to the
Receivables Purchase Agreement, (vi) is secured by a new or used motor vehicle
that had not been repossessed as of the Cutoff Date, (vii) is a Simple Interest
Receivable, (viii) relates to an Obligor who has made at least one payment under
such Receivable as of the Cutoff Date and (ix) relates to an Obligor whose
mailing address is located in any State.

         (b)  Receivable Schedule. The information set forth in the Receivable
Schedule was true and correct in all material respects as of the opening of
business on the Cutoff Date, and no selection procedures believed to be adverse
to the Depositor, the Noteholders and/or the Certificateholders were utilized in
selecting the Receivables from those retail installment sale contracts which met
the criteria contained in the Receivables Purchase Agreement. The information
set forth in the compact disk or other listing regarding the Receivables made
available to the Depositor and its assigns (which compact disk or other listing
is required to be delivered as specified herein) is true and correct in all
material respects.

         (c)  Compliance with Law. Each Receivable and the sale of the related
Financed Vehicle complied, at the time such Receivable was originated and
complies, as of the Closing Date, in all material respects with all requirements
of applicable federal, state and local laws, and regulations thereunder,
including usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Reporting Act, the Fair Credit Billing Act, the
Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B, M and Z,
the Soldiers' and Sailors' Civil Relief Act of 1940 and state adaptations of the
National Consumer Act and the Uniform Consumer Credit Code.

                                      D-1

<PAGE>

         (d)  Binding Obligation. Each Receivable represents the genuine, legal,
valid and binding payment obligation in writing of the related Obligor,
enforceable by the holder thereof in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation or other similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity.

         (e)  No Government Obligor. No Receivable is due from the United States
of America or any State or from any agency, department or instrumentality of the
United States of America or any State.

         (f)  Security Interest in Financed Vehicles. Immediately prior to the
transfer of the Receivables by the Seller to the Depositor, each Receivable was
secured by a valid, binding and enforceable first priority perfected security
interest in favor of the Seller in the related Financed Vehicle, which security
interest has been validly assigned by the Seller to the Depositor. The Servicer
has received, or will receive within 180 days after the Closing Date, the
original certificate of title for each Financed Vehicle (other than any Financed
Vehicle that is subject to a certificate of title statute or motor vehicle
registration law that does not require that the original certificate of title
for such Financed Vehicle be delivered to the Seller).

         (g)  Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released in whole
or in part from the Lien granted by the related Receivable.

         (h)  No Waiver. No provision of any Receivable has been waived in such
a manner that such Receivable fails to meet all of the representations and
warranties made by the Seller in this Exhibit D with respect thereto.

         (i)  No Defenses. No Receivable is subject to any right of rescission,
setoff, counterclaim or defense, including the defense of usury, and the
operation of any of the terms of any Receivable, or the exercise of any right
thereunder, will not render such Receivable unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and the Seller has not received written notice of the
assertion with respect to any Receivable of any such right of rescission,
setoff, counterclaim or defense.

         (j)  No Liens. To the best of the Seller's knowledge, no liens or
claims have been filed for work, labor or materials or for unpaid state or
federal taxes relating to any Financed Vehicle that are prior to, or equal or
coordinate with, the security interest in such Financed Vehicle created by the
related Receivable.

         (k)  No Default; Repossession. To the best of the Seller's knowledge,
no default, breach, violation or event permitting acceleration under the terms
of any Receivable has occurred and no continuing condition that with notice or
the lapse of time or both would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen and the
Seller has not waived any such event or condition.

         (l)  Title. The Seller intends that the transfer of the Receivables
contemplated by Section 2.01(a) of the Receivables Purchase Agreement constitute
a sale of the Receivables from

                                      D-2

<PAGE>

the Seller to the Depositor and that the beneficial interest in, and title to,
the Receivables not be part of the Seller's estate in the event of the filing of
a bankruptcy petition by or against the Seller under any bankruptcy law. The
Seller has not sold, transferred, assigned or pledged any Receivable to any
Person other than the Depositor. Immediately prior to the transfer of the
Receivables contemplated by Section 2.01(a) of the Receivables Purchase
Agreement, the Seller had good and marketable title to the Receivables free and
clear of any Lien, claim or encumbrance of any Person and, immediately upon such
transfer, the Depositor shall have good and marketable title to the Receivables
free and clear of any Lien, claim or encumbrance of any Person.

         (m)  Security Interest Matters. The Receivables Purchase Agreement
creates a valid and continuing "security interest" (as defined in the Relevant
UCC) in the Receivables in favor of the Depositor, which security interest is
prior to all other Liens and is enforceable as such as against creditors of and
purchasers from the Seller. With respect to each Receivable, the Seller has
taken all steps necessary to perfect its security interest against the related
Obligor in the related Financed Vehicle. The Receivables constitute "tangible
chattel paper" (as defined in the Relevant UCC). The Seller has caused or will
cause prior to the Closing Date the filing of all appropriate financing
statements in the proper filing offices in the appropriate jurisdictions under
applicable law necessary to perfect the security interest in the Receivables
granted to the Depositor under the Receivables Purchase Agreement. Other than
the security interest granted to the Depositor under the Receivables Purchase
Agreement, the Seller has not pledged, assigned, sold, granted a security
interest in or otherwise conveyed any of the Receivables. The Seller has not
authorized the filing of and is not aware of any financing statements against
the Seller that include a description of collateral covering the Receivables
other than any financing statement relating to the security interest granted to
the Depositor under the Sale and Servicing Agreement or that has been
terminated. The motor vehicle retail installment sale contracts that constitute
or evidence the Receivables do not have any marks or notations indicating that
they have been pledged, assigned or otherwise conveyed to any Person other than
the Depositor, the Trust or the Indenture Trustee. The Seller is not aware of
any judgment or tax lien filings against the Seller.

         (n)  Financing Statements. All financing statements filed or to be
filed against the Seller in favor of the Trust (as assignee of the Depositor)
contain a statement substantially to the following effect: "A purchase of or
security interest in any collateral described in this financing statement will
violate the rights of the Trust." All financing statements filed or to be filed
against the Seller in favor of the Indenture Trustee (as assignee of the Trust)
contain a statement substantially to the following effect: "A purchase of or
security interest in any collateral described in this financing statement will
violate the rights of the Indenture Trustee."

         (o)  Valid Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer,
assignment and conveyance of such Receivable under the Receivables Purchase
Agreement or the Sale and Servicing Agreement or the pledge of such Receivable
under the Indenture is unlawful, void or voidable or under which such Receivable
would be rendered void or voidable as a result of any such sale, transfer,
assignment, conveyance or pledge. The Seller has not entered into any agreement
with any account debtor that prohibits, restricts or conditions the assignment
of the Receivables.

         (p)  One Original. There is only one original executed copy of each
Receivable.

                                      D-3

<PAGE>

         (q)    Principal Balance. Each Receivable had an original Principal
Balance of not more than $50,000 and a remaining Principal Balance as of the
Cutoff Date of not less than $500.

         (r)    No Bankrupt Obligors. As of the Cutoff Date, no Receivable was
due from an Obligor that was the subject of a proceeding under the Bankruptcy
Code of the United States or was bankrupt.

         (s)    New and Used Vehicles. As of the Cutoff Date, approximately
5.00% of the Pool Balance related to Receivables secured by new Financed
Vehicles and approximately 95.00% of the Pool Balance related to Receivables
secured by used Financed Vehicles.

         (t)    Origination. Each Receivable was originated after May 1, 1997.

         (u)    Original Term to Maturity. Each Receivable had an original term
to maturity of not more than 72 months and not less than 12 months and a
remaining term to maturity as of the Cutoff Date of not more than 71 months and
not less than 3 months.

         (v)    Weighted Average Remaining Term to Maturity. As of the Cutoff
Date, the weighted average remaining term to maturity of the Receivables was
approximately 56 months.

         (w)    Annual Percentage Rate. Each Receivable has an APR of at least
5.00% and not more than 25.00%.

         (x)    Location of Receivable Files. The Receivable Files are
maintained at the location listed in Schedule 2 to the Sale and Servicing
Agreement.

         (y)    Simple Interest Method. All payments with respect to the
Receivables have been allocated consistently in accordance with the Simple
Interest Method.

         (z)    No Delinquent Receivables. As of the Cutoff Date, no payment due
under any Receivable was more than 30 days past due.

         (aa)   Prospectus Data. The tabular and numerical data contained in the
Prospectus relating to the characteristics of the Receivables is true and
correct in all material respects.

         (bb)   Insurance. Each Obligor has obtained or agreed to obtain
physical damage insurance (which insurance shall not be force placed insurance)
covering the related Financed Vehicle in accordance with the Seller's normal
requirements.

         (cc)   Fair Market Value. The Receivables Purchase Price and the value
of the Residual Interest represent the fair market value of the Receivables.

         (dd)   Custodial Agreements. Immediately prior to the transfer of the
Receivables by the Seller to the Depositor, the Seller or an Affiliate of the
Seller had possession of the Receivable Files and there were no, and there will
not be any, custodial agreements in effect materially adversely affecting the
right or ability of the Seller to make, or cause to be made, any delivery
required under the Receivables Purchase Agreement.

                                      D-4

<PAGE>

         (ee)   Bulk Transfer Laws. The transfer of the Receivables and the
Receivable Files by the Seller to the Depositor pursuant to the Receivables
Purchase Agreement is not subject to the bulk transfer laws or any similar
statutory provisions in effect in any applicable jurisdiction.

                                      D-5

</TEXT>
</DOCUMENT>
