RECEIVABLES PURCHASE AGREEMENT

Receivables Purchase Transfer Agreement

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Title: RECEIVABLES PURCHASE AGREEMENT
Governing Law: New York Date: 3/28/2005

Exhibit 10.4

RECEIVABLES PURCHASE AGREEMENT

between

BMW FINANCIAL SERVICES NA, LLC,

as Seller,

and

BMW FS SECURITIES LLC,

as Depositor

Dated as of March 1, 2005

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

Article I CERTAIN DEFINITIONS.................................................................................1

Article II CONVEYANCE OF RECEIVABLES...........................................................................3

SECTION 2.01. Conveyance of Receivables...................................................3

SECTION 2.02. The Closing.................................................................4

Article III REPRESENTATIONS AND WARRANTIES......................................................................4

SECTION 3.01. Representations and Warranties of the Depositor.............................4

SECTION 3.02. Representations and Warranties of the Seller................................6

Article IV CONDITIONS.........................................................................................16

SECTION 4.01. Conditions to Obligation of the Depositor..................................16

SECTION 4.02. Conditions to Obligation of the Seller.....................................17

Article V COVENANTS OF THE SELLER AND THE DEPOSITOR..........................................................19

SECTION 5.01. Protection of Right, Title and Interest....................................19

SECTION 5.02. Other Liens or Interests...................................................19

SECTION 5.03. Costs and Expenses.........................................................19

SECTION 5.04. Hold Harmless..............................................................20

Article VI MISCELLANEOUS PROVISIONS...........................................................................20

SECTION 6.01. Obligations of Seller......................................................20

SECTION 6.02. Repurchase Events..........................................................20

SECTION 6.03. Depositor Assignment of Repurchased Receivables............................20

SECTION 6.04. Transfer to the Issuer.....................................................20

SECTION 6.05. Amendment..................................................................21

SECTION 6.06. Waivers....................................................................21

SECTION 6.07. Notices....................................................................21

SECTION 6.08. Costs and Expenses.........................................................22

SECTION 6.09. Representations of the Seller and the Depositor............................22

SECTION 6.10. Confidential Information...................................................22

SECTION 6.11. Headings and Cross-References..............................................22

SECTION 6.12. Governing Law..............................................................22

SECTION 6.13. Counterparts...............................................................22

SECTION 6.14. Third Party Beneficiary....................................................23

SECTION 6.15. No Proceedings.............................................................23

</TABLE>

EXHIBITS

EXHIBIT A Matters Addressed in Opinion of Seller's Counsel

EXHIBIT B Prospectus Supplement

SCHEDULE I Schedule of Receivables

SCHEDULE II Location of Receivable Files

SCHEDULE III Receivable File Schedule

<PAGE>

THIS RECEIVABLES PURCHASE AGREEMENT dated as of March 1, 2005, is

between BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company

(the "Seller") and BMW FS SECURITIES LLC, a Delaware limited liability company,

as depositor (the "Depositor").

RECITALS

WHEREAS, in the regular course of its business, BMW FS has purchased

certain motor vehicle retail installment sale contracts and promissory notes

secured by new and used automobiles, light trucks and motorcycles from certain

motor vehicle dealers directly or indirectly through BMW Bank of North America;

WHEREAS, the Seller and the Depositor wish to set forth the terms

pursuant to which such contracts are to be sold by the Seller to the Depositor;

and

WHEREAS, the Depositor intends, concurrently with its purchase

hereunder, to convey all of its right, title and interest in and to all of such

contracts to BMW Vehicle Owner Trust 2005-A (the "Issuer") pursuant to a Sale

and Servicing Agreement dated as of March 1, 2005 (the "Sale and Servicing

Agreement"), by and among the Issuer, the Depositor, the Seller, Servicer,

Administrator and Custodian, and JPMorgan Chase Bank, N.A., as Indenture

Trustee, and the Issuer intends to pledge all of its right, title and interest

in and to such contracts to the Indenture Trustee pursuant to the Indenture

dated as of March 1, 2005 (the "Indenture"), by and between the Issuer and the

Indenture Trustee.

NOW, THEREFORE, in consideration of the foregoing, other good and

valuable consideration and the mutual terms and covenants contained herein, the

parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Terms not defined in this Agreement shall have the meanings assigned

thereto in the Sale and Servicing Agreement, the Underwriting Agreement or the

Indenture, as the case may be. As used in this Agreement, the following terms

shall, unless the context otherwise requires, have the following meanings (such

meanings to be equally applicable to the singular and plural forms of the terms

defined):

"Agreement" shall mean this Receivables Purchase Agreement, as the

same may be amended and supplemented from time to time.

"BMW Bank" shall mean BMW Bank of North America.

"BMW FS" shall mean BMW Financial Services NA, LLC.

"Conveyed Assets" shall have the meaning set forth in Section 2.01.

<PAGE>

"Depositor" shall mean BMW FS Securities LLC, a Delaware limited

liability company, and its successors and assigns.

"Indenture" shall have the meaning set forth in the recitals.

"Lien Certificate" means with respect to a Financed Vehicle, an

original certificate of title, certificate of lien or other notification issued

by the Registrar of Titles of the applicable State to a secured party which

indicates that the lien of the secured party on such Financed Vehicle is

recorded on the original certificate of title. In any jurisdiction in which the

original certificate of title is required to be given to the Obligor, the term

"Lien Certificate" shall mean only a certificate or notification issued to a

secured party.

"Prospectus" shall have the meaning set forth in the Underwriting

Agreement.

"Prospectus Supplement" means the Prospectus Supplement dated March

14, 2005, relating to the BMW Vehicle Owner Trust 2005-A in the form attached

hereto as Exhibit B.

"Receivable" shall mean any Contract listed on Schedule I hereto

(which Schedule may be in the form of microfiche).

"Registrar of Titles" means with respect to any State, the

governmental agency or body responsible for the registration of, and the

issuance of certificates of title relating to, motor vehicles and liens thereon.

"Registration Statement" means Registration Statement No. 333-122561

filed by the Depositor with the Securities and Exchange Commission in the form

in which it became effective on March 9, 2005.

"Repurchase Event" shall have the meaning specified in Section 6.02.

"Sale and Servicing Agreement" shall have the meaning set forth in

the recitals.

"Schedule of Receivables" shall mean the list of Receivables annexed

hereto as Schedule I (which Schedule may be in the form of microfiche).

"Seller" shall mean BMW FS, and its successor and assigns.

"Transfer Date" shall mean the Closing Date.

"Underwriters" means each of Credit Suisse First Boston LLC, ABN AMRO

Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

"Underwriting Agreement" means the Underwriting Agreement dated March

14, 2005, relating to BMW Vehicle Owner Trust 2005-A among BMW FS, the Depositor

and Credit Suisse First Boston LLC, as representative of the Underwriters.

<PAGE>

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.01. Conveyance of Receivables.

(a) In consideration of the Depositor's delivery to or upon the order

of the Seller on the Closing Date of $1,500,00,023.66 (the "Purchase Price"),

the Seller does hereby sell, transfer, assign, set over and otherwise convey to

the Depositor, without recourse (subject to the obligations of the Seller

herein) all right, title, and interest of the Seller in and to:

(i) the Receivables and all moneys received thereon after the

close of business on February 28, 2005;

(ii) the security interests in the Financed Vehicles and any

accessions thereto granted by Obligors pursuant to the Receivables and

any other interest of the Seller in such Financed Vehicles;

(iii) any Liquidation Proceeds and any other proceeds with

respect to the Receivables from claims on any physical damage, credit

life or disability insurance policies covering Financed Vehicles or

Obligors, including any vendor's single interest or other collateral

protection insurance policy;

(iv) any property that shall have secured a Receivable and that

shall have been acquired by or on behalf of the Seller;

(v) all documents and other items contained in the Receivable

Files;

(vi) all proceeds from any Receivable repurchased by a Dealer

pursuant to a Dealer Agreement and all rights against BMW Bank

pursuant to one or more Bills of Sale pursuant to which the Seller

acquired the Receivables; and

(vii) the proceeds of any and all of the foregoing (collectively,

with the assets listed in clauses (i) through (vi) above, the

"Conveyed Assets").

(b) For all non-tax purposes, the Seller and the Depositor intend

that the transfer of assets by the Seller to the Depositor pursuant to this

Agreement be a sale of the ownership interest in such assets to the Depositor,

rather than the mere granting of a security interest to secure a borrowing. In

the event, however, that such transfer is deemed not to be a sale but to be of a

mere security interest to secure a borrowing, the Seller shall be deemed to have

hereby granted, and does hereby grant, to the Depositor a first priority

security interest in all right, title and interest of the Seller in and to the

Conveyed Assets and all accounts, money, chattel paper, securities, instruments,

documents, deposit accounts, certificates of deposit, letters of credit, advices

<PAGE>

of credit, banker's acceptances, uncertificated securities, general intangibles,

contract rights, goods and other property consisting of, arising from or

relating to such Conveyed Assets, which security interest shall be perfected,

and this Agreement shall constitute a security agreement under applicable law.

Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the

Depositor may sell, transfer and assign to the Issuer (i) all or any portion of

the assets assigned to the Depositor hereunder, (ii) all or any portion of the

Depositor's rights against the Seller under this Agreement and (iii) all

proceeds thereof. Such assignment may be made by the Depositor with or without

an assignment by the Depositor of its rights under this Agreement, and without

further notice to or acknowledgement from the Seller. The Seller waives, to the

extent permitted under applicable law, all claims, causes of action and

remedies, whether legal or equitable (including any right of setoff), against

the Depositor or any assignee of the Depositor relating to such action by the

Depositor in connection with the transactions contemplated by the Sale and

Servicing Agreement.

SECTION 2.02. The Closing. The sale and purchase of the Receivables

shall take place at a closing at the offices of Weil, Gotshal & Manges LLP, 767

Fifth Avenue, New York, New York 10153 on the Closing Date, simultaneously with

the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties of the Depositor. The

Depositor hereby represents and warrants as follows to the Seller and the

Indenture Trustee as of the date hereof and the Transfer Date:

(a) Organization and Good Standing. The Depositor is duly organized

and validly existing as a limited liability company in good standing under the

laws of the State of Delaware, with the power and authority to own its

properties and to conduct its business as such properties are currently owned

and such business is currently conducted.

(b) Due Qualification. The Depositor is duly qualified to do business

as a foreign limited liability company in good standing, and has obtained all

necessary licenses and approvals in all jurisdictions, including a license

pursuant to the Pennsylvania Motor Vehicle Sales Finance Act and the Maryland

Sales Finance Act, where the failure to do so would materially and adversely

affect the Depositor's ability to acquire the Receivables or the validity or

enforceability of the Receivables.

authority to execute and deliver this Agreement and the other Basic Documents to

which it is a party and to carry out their respective terms; the Depositor has

full power and authority to sell and assign the property to be sold and assigned

to and deposited with the Issuer, and the Depositor shall have duly authorized

such sale and assignment to the Issuer by all necessary corporate action; and

the execution, delivery and performance of this Agreement and the other Basic

Documents to which the Depositor is a party have been duly authorized by the

Depositor by all necessary corporate action.

<PAGE>

(d) Binding Obligation. This Agreement and the other Basic Documents

to which the Depositor is a party, when duly executed and delivered by the other

parties hereto and thereto shall constitute legal, valid and binding obligations

of the Depositor, enforceable against the Depositor in accordance with their

respective terms, except as the enforceability thereof may be limited by

bankruptcy, insolvency, reorganization or similar laws now or hereafter in

effect relating to or affecting creditors' rights generally and to general

principals or equity (whether applied in a proceeding at law or in equity).

(e) No Violation. The consummation of the transactions contemplated

by this Agreement and the fulfillment of the terms hereof do not conflict with,

result in any breach of any of the terms and provisions of, or constitute (with

or without notice or lapse of time or both) a default under, the limited

liability company agreement of the Depositor, or any indenture, agreement or

other instrument to which the Depositor is a party or by which it is bound, or

violate any law, rules or regulation applicable to the Depositor of any court or

federal or state regulatory body, administrative agency or other governmental

instrumentality having jurisdiction over the Depositor.

(f) No Proceedings. There are no proceedings or investigations

pending or, to the Depositor's knowledge, threatened against the Depositor

before any court, regulatory body, administrative agency or other governmental

instrumentality having jurisdiction over the Depositor or its properties (i)

asserting the invalidity of this Agreement or any other Basic Document to which

the Depositor is a party, (ii) seeking to prevent the consummation of any of the

transactions contemplated by this Agreement or any other Basic Document to which

the Depositor is a party or (iii) seeking any determination or ruling that might

materially and adversely affect the performance by the Depositor of its

obligations under, or the validity or enforceability of, this Agreement or any

other Basic Document to which the Depositor is a party.

(g) No Consents. The Depositor is not required to obtain the consent

of any other party or any consent, license, approval, registration,

authorization, or declaration of or with any governmental authority, bureau or

agency in connection with the execution, delivery, performance, validity, or

enforceability of this Agreement or any other Basic Document to which it is a

party that has not already been obtained.

(h) The Depositor, and the Securities being offered in this

Transaction, meets the requirements for use of Form S-3 under the Securities Act

of 1933, as amended (the "Act"), and has filed with the Securities and Exchange

Commission (the "Commission") the Registration Statement on such Form, including

a related base prospectus and a preliminary prospectus supplement, for the

registration under the Act of the offering and sale of the Securities.

<PAGE>

(i) On the date of this Agreement, the Registration Statement will

comply in all material respects with the applicable requirements of the Act, and

the respective rules and regulations of the Commission thereunder (the "Rules

and Regulations").

(j) On the date of this Agreement, the Depositor is not aware of the

issuance by the Commission of any stop order suspending the effectiveness of the

Registration Statement or the institution or threat of any proceeding for that

purpose.

SECTION 3.02. Representations and Warranties of the Seller.

(a) The Seller hereby represents and warrants as follows to the

Depositor and the Indenture Trustee as of the date hereof and as of the Transfer

Date:

(i) Organization and Good Standing. The Seller has been duly

organized and is validly existing as a limited liability company under

the laws of the State of Delaware, with the power and authority to own

its properties and to conduct its business as such properties are

currently owned and such business is currently conducted.

(ii) Due Qualification. The Seller is duly authorized to transact

business as a foreign limited liability company in good standing, and

has obtained all necessary licenses and approvals, in all

jurisdictions in which the ownership or lease of property or the

conduct of its business shall require such qualifications and in which

the failure to be so authorized would have a material adverse effect

on the business, properties, assets, or condition (financial or other)

of the Seller and its subsidiaries, considered as one enterprise.

(iii) Power and Authority; Binding Obligation. The Seller has the

power and authority to make, execute, deliver and perform this

Agreement and all of the transactions contemplated under this

Agreement and the other Basic Documents to which the Seller is a

party, and has taken all necessary action to authorize the execution,

delivery and performance of this Agreement and the other Basic

Documents to which the Seller is a party. When executed and delivered,

this Agreement and the other Basic Documents to which the Seller is a

party will constitute legal, valid and binding obligations of the

Seller enforceable in accordance with their respective terms, except

as enforcement of such terms may be limited by bankruptcy, insolvency

or similar laws affecting the enforcement of creditors' rights

generally and by the availability of equitable remedies and except as

enforcement of such terms may be limited by receivership,

conservatorship and supervisory powers of bank regulatory agencies

generally.

<PAGE>

(iv) No Violation. The execution, delivery and performance by the

Seller of this Agreement and the other Basic Documents to which the

Seller is a party will not violate any provision of any existing

state, federal or, to the best knowledge of the Seller, local law or

regulation or any order or decree of any court applicable to the

Seller or any provision of the limited liability company agreement of

the Seller, or constitute a breach of any mortgage, indenture,

contract or other agreement to which the Seller is a party or by which

the Seller may be bound or result in the creation or imposition of any

lien upon any of the Seller's properties pursuant to any such

mortgage, indenture, contract or other agreement (other than this

Agreement).

(v) No Proceedings. There are no proceedings or investigations

pending or, to the Seller's knowledge, threatened against the Seller

before any court, regulatory body, administrative agency or other

governmental instrumentality having jurisdiction over the Seller or

its properties (i) asserting the invalidity of this Agreement or any

other Basic Document to which the Seller is a party, (ii) seeking to

prevent the consummation of any of the transactions contemplated by

this Agreement or any other Basic Document to which the Seller is a

party or (iii) seeking any determination or ruling that might

materially and adversely affect the performance by the Seller of its

obligations under, or the validity or enforceability of, this

Agreement or any other Basic Document to which the Seller is a party.

(vi) Chief Executive Office and Principal Place of Business. The

chief executive office and the principal place of business of the

Seller for the previous five years is 300 Chestnut Ridge Road,

Woodcliff Lake, New Jersey 07677.

(vii) No Consents. The Seller is not required to obtain the

consent of any other party or any consent, license, approval,

registration, authorization, or declaration of or with any

governmental authority, bureau or agency in connection with the

execution, delivery, performance, validity, or enforceability of this

Agreement or any other Basic Document to which it is a party that has

not already been obtained.

(viii) No Notice. The Seller represents and warrants that it

acquired title to the Receivables in good faith, without notice of any

adverse claim.

(ix) Bulk Transfer. The Seller represents and warrants that the

transfer, assignment and conveyance of the Receivables by the Seller

pursuant to this Agreement is not subject to the bulk transfer laws or

any similar statutory provisions in effect in any applicable

jurisdiction.

(x) Seller Information. No certificate of an officer, statement

or document furnished in writing or report delivered pursuant to the

terms hereof by the Seller contains any untrue statement of a material

fact or omits to state any material fact necessary to make the

certificate, statement, document or report not misleading.

<PAGE>

(xi) Ordinary Course. The transactions contemplated by this

Agreement and the other Basic Documents to which the Seller is a party

are in the ordinary course of the Seller's business.

(xii) Solvency. The Seller is not insolvent, nor will the Seller

be made insolvent by the transfer of the Receivables, nor does the

Seller anticipate any pending insolvency.

(xiii) Legal Compliance. The Seller is not in violation of, and

the execution and delivery of this Agreement and the other Basic

Documents to which the Seller is a party by it and its performance and

compliance with the terms of this Agreement and the other Basic

Documents to which the Seller is a party will not constitute a

violation with respect to, any order or decree of any court or any

order or regulation of any federal, state, municipal or governmental

agency having jurisdiction, which violation would materially and

adversely affect the Seller's condition (financial or otherwise) or

operations or any of the Seller's properties or materially and

adversely affect the performance of any of its duties under the Basic

Documents.

(xiv) Creditors. The Seller is not selling the Receivables to the

Depositor with any intent to hinder, delay or defraud any of its

creditors.

(b) The Seller makes the following representations and warranties

with respect to the Receivables, on which the Depositor relies in accepting the

Receivables and in transferring the Receivables to the Issuer under the Sale and

Servicing Agreement, and on which the Issuer relies in pledging the same to the

Indenture Trustee. Such representations and warranties speak as of the execution

and delivery of this Agreement and as of the Transfer Date, but shall survive

the sale, transfer and assignment of the Receivables to the Depositor, the

subsequent sale, transfer and assignment of the Receivables by the Depositor to

the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the

Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture and

with respect to the representations and warranties set forth in paragraphs (lii)

through (lviii) below, shall be non-waivable.

(i) Characteristics of Receivables. Each Receivable (A) was

originated in the United States of America by a Dealer located in the

United States of America for the retail sale of a Financed Vehicle in

the ordinary course of such Dealer's business in accordance with the

Seller's credit policies as of the date of origination or acquisition

of the related Receivable, is payable in United States dollars, has

been fully and properly executed by the parties thereto, has been

purchased by the Seller from such Dealer under an existing Dealer

Agreement and has been validly assigned by such Dealer to the Seller

or by such Dealer to BMW Bank, which has validly assigned the same to

the Seller, except that certain Receivables originated through the

"Lease to Loan" program were not originated by Dealers, but directly

by the Seller or BMW Bank, (B) has created or shall create a valid,

subsisting and enforceable first priority perfected security interest

<PAGE>

in favor of the Seller in the Financed Vehicle, which security

interest is assignable by the Seller to the Depositor, and by the

Depositor to the Issuer, (C) 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, (D) provides for fixed level monthly payments (provided that

the payment in the last month of the term of the Receivable may be

different from the level scheduled payments) that fully amortize the

Amount Financed by maturity and yield interest at the APR and (E)

amortizes using the Simple Interest Method.

(ii) Compliance with Law. Each Receivable and the sale of the

related Financed Vehicle complied at the time it was originated or

made, and at the time of execution of this Agreement complies, in all

material respects with all requirements of applicable federal, state

and, to the best knowledge of the Seller, local laws, rulings and

regulations thereunder, including usury laws, the Federal

Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair

Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt

Collection Practices Act, the Federal Trade Commission Act, the

Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations

"B" and "Z," the Servicemembers Civil Relief Act of 2003, as amended

(the "Relief Act"), the Military Reservist Relief Act of 1991 and

state adaptations of the National Consumer Act and of the Uniform

Consumer Credit Code, and other consumer credit laws and equal credit

opportunity and disclosure laws applicable to such Receivable.

(iii) Binding Obligation. Each Receivable represents the genuine,

legal, valid and binding payment obligation of the Obligor thereon,

enforceable by the holder thereof in accordance with its terms, except

(A) as enforceability thereof may be limited by bankruptcy,

insolvency, reorganization or similar laws affecting the enforcement

of creditors' rights generally and by equitable limitations on the

availability of specific remedies, regardless of whether such

enforceability is considered in a proceeding in equity or at law and

(B) as such Receivable may be modified by the application after the

Transfer Date of the Relief Act or the Military Reservist Relief Act

of 1991.

(iv) No Government Obligor. No Receivable is due from the United

States of America or any State or any agency, department, subdivision

or instrumentality thereof.

(v) Obligor Bankruptcy. To the best of the Seller's knowledge, as

of the Cutoff Date with respect to the Receivables, no Obligor is or

has been, since the origination of the related Receivable, the subject

of a bankr

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