On November 10, 2009, CarMax, Inc. completed the sale of $591 million principal amount of CarMax Auto Owner Trust 2009-2 Asset-Backed Notes. In the transaction, investors purchased $591 million of notes backed by $600 million of auto loan receivables originated by CarMax Auto Finance. The ratings of the notes were provided by Standard & Poor's and Fitch.

The transaction was structured as follows:
Initial Interest Rate Weighted Ratings Class Principal Amount Per Annum Average Life S & P Fitch

 A-1 Notes      $111,000,000     0.28%      0.28 years  A-1+   F1+
 A-2 Notes       149,000,000     0.93%      0.95 years   AAA   AAA
 A-3 Notes       190,000,000     1.74%      2.15 years   AAA   AAA
 A-4 Notes        88,500,000     2.82%      3.49 years   AAA   AAA
  B Notes         42,000,000     4.65%      3.93 years   A+    A+
  C Notes         10,500,000     6.21%      3.93 years  BBB+  BBB+
Overcollat.        9,000,000
   Total        $600,000,000

Credit enhancement includes a reserve account, overcollateralization and the subordination of the Class B notes and the Class C notes.
§ The initial reserve account balance is $1.5 million, which is 0.25% of the aggregate initial outstanding principal balance of the auto loan receivables. The structure of the transaction is designed to apply certain excess collections on the auto loans receivable to increase over time the reserve account balance to a required amount of $3.0 million, which is 0.50% of the aggregate initial outstanding principal balance of the auto loan receivables.

§ The initial amount of overcollateralization is $9.0 million, representing 1.5% of the aggregate initial outstanding principal balance of the auto loan receivables. The structure of the transaction is designed to apply certain excess collections on the auto loan receivables to additional principal payments on the notes so that the amount of overcollateralization increases over time to a target amount equal to the greater of (a) 3.35% of the currently outstanding principal balance of the auto loan receivables or (b) 0.50% of the initial outstanding principal balance of the auto loan receivables. If certain performance tests with respect to cumulative net losses on the auto loan receivables are met, the percentages in clauses (a) and (b) above will be reduced.