Exhibit 3.2 - Limited Liability Company Agreement of the Registrant

[EXECUTION COPY]

CARMAX AUTO SUPERSTORES, INC.,
as the Member,

▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
as a Special Member,

and

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
as a Special Member

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CARMAX AUTO FUNDING LLC
LIMITED LIABILITY COMPANY AGREEMENT
Dated as of August 6, 2003

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TABLE OF CONTENTS

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ARTICLE ONE

DEFINITIONS

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

ARTICLE TWO

ORGANIZATION OF COMPANY

Section 2.01. Name and Office.......................................... 5
Section 2.02. Registered Office........................................ 5
Section 2.03. Registered Agent......................................... 5
Section 2.04. Member................................................... 5
Section 2.05. Execution, Delivery and Filing of Certificates........... 6
Section 2.06. Execution of Instruments................................. 6

ARTICLE THREE

PURPOSES

Section 3.01. Purposes................................................. 7
Section 3.02. Powers................................................... 8

ARTICLE FOUR

MANAGEMENT

Section 4.01. Board of Directors....................................... 9
Section 4.02. Powers................................................... 9
Section 4.03. Meeting of the Board of Directors........................ 9
Section 4.04. Quorum; Acts of the Board................................ 9
Section 4.05. Electronic Communications................................ 9
Section 4.06. Committees of Directors.................................. 10
Section 4.07. Compensation of Directors; Expenses...................... 10
Section 4.08. Removal of Directors..................................... 10
Section 4.09. Directors as Agents...................................... 10
Section 4.10. Limitations on the Company's Activities.................. 11
Section 4.11. Independent Directors.................................... 13
Section 4.12. Officers................................................. 14

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ARTICLE FIVE

CONTRIBUTIONS; PROFITS AND LOSSES; DISTRIBUTIONS

Section 5.01. Capital Contributions.................................... 16
Section 5.02. Additional Contributions................................. 16
Section 5.03. Allocation of Profits and Losses......................... 16
Section 5.04. Distributions............................................ 16

ARTICLE SIX

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records........................................ 17
Section 6.02. Reports.................................................. 17

ARTICLE SEVEN

EXCULPATION AND INDEMNIFICATION; LIMITED LIABILITY

Section 7.01. Exculpation and Indemnification.......................... 18
Section 7.02. Limited Liability........................................ 19
Section 7.03. Other Business........................................... 19

ARTICLE EIGHT

ASSIGNMENT; RESIGNATION; DISSOLUTION

Section 8.01. Assignments.............................................. 20
Section 8.02. Resignation.............................................. 20
Section 8.03. Admission of Additional Members.......................... 20
Section 8.04. Dissolution.............................................. 20
Section 8.05. Waiver of Partition; Nature of Interest.................. 21

ARTICLE NINE

MISCELLANEOUS

Section 9.01. Amendments............................................... 22
Section 9.02. Benefits of Agreement; No Third-Party Rights............. 22
Section 9.03. Severability of Provisions............................... 22
Section 9.04. Entire Agreement......................................... 22
Section 9.05. Binding Agreement........................................ 22
Section 9.06. Governing Law............................................ 22
Section 9.07. Counterparts............................................. 22
Section 9.08. Notices.................................................. 22
Section 9.09. Effectiveness............................................ 23

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EXHIBITS

Exhibit A - Member; Capital Contributions; Membership Interest.......... A-1
Exhibit B - Management Agreement........................................ B-1
Exhibit C - Directors................................................... C-1
Exhibit D - Officers.................................................... D-1

iii

LIMITED LIABILITY COMPANY AGREEMENT

LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 6, 2003, by and
among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation, as the sole equity
member (the "Member"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as the Special
Members (as defined in Section 1.01 hereof).

RECITALS

WHEREAS, the parties desire to form CarMax Auto Funding LLC as a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. Code (S) 18-101 et seq.).

NOW, THEREFORE, in consideration of the mutual agreements herein contained,
and for 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. As used herein the following terms shall have
the following meanings:

"Act" means the Delaware Limited Liability Company Act (6 Del.
Code (S) 18-101 et seq.), as amended from time to time.

"Affiliate" of any Person means any other Person that (i) directly or
indirectly controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any employee benefit plan) or (ii) is an officer, director,
member or partner of such Person. For purposes of this definition, a Person
shall be deemed to be "controlled by" another Person if such other Person
possesses, directly or indirectly, the power (i) to vote 5% or more of the
securities (on a fully diluted basis) having ordinary voting power for the
election of directors, members or managing partners of such Person or (ii) to
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

"Agreement" means this Limited Liability Company Agreement, together with
the Exhibits hereto, as amended, restated or supplemented or otherwise modified
from time to time.

"Bankruptcy" means, with respect to any Person, if such Person (i) makes an
assignment for the benefit of creditors, (ii) files a voluntary petition in
bankruptcy, (iii) is adjudged as bankrupt or insolvent, or has entered against
it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files
a petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation, (v) files an answer or other pleading admitting or failing to
contest the material

allegations of a petition filed against it in any proceeding of such nature,
(vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
or liquidator of the Person or of all or any substantial part of its properties
or (vii) if 120 days after the commencement of any proceeding against the Person
seeking reorganization, arrangement, composition, readjustment, liquidation or
similar relief under any statute, law or regulation, if such proceeding has not
been dismissed, or if within 90 days after the appointment without such Person's
consent or acquiescence to a trustee, receiver or liquidator being appointed for
such Person or of all or any substantial part of its properties, such
appointment is not vacated or stayed, or within 90 days after the expiration of
any such stay, such appointment is not vacated. The foregoing definition of
"Bankruptcy" is intended to replace and shall supersede and replace the
definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the
Act.

"Basic Documents" means (i) this Agreement, (ii) the Management Agreement,
(iii) any trust agreement or other agreement pursuant to which the Company shall
form any Securitization Trust, (iv) any purchase agreement, sale agreement or
other agreement relating to the activities of the Company described in Section
3.01(a) and (v) all documents and certificates contemplated thereby or delivered
in connection therewith.

"Board" or "Board of Directors" means the Board of Directors of the
Company.

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

"Certificate of Formation" means the Certificate of Formation of the
Company filed with the Delaware Secretary of State on August 6, 2003, as amended
or restated from time to time.

"Company" means CarMax Auto Funding LLC, a Delaware limited liability
company, and its successors.

"Covered Persons" has the meaning set forth in Section 7.01(a).

"Delaware Secretary of State" means the Secretary of State of the State of
Delaware, and its successors.

"Directors" means the Persons elected to the Board of Directors from time
to time by the Member, including any Independent Directors, in their capacity as
managers of the Company. A Director is hereby designated as a "manager" of the
Company within the meaning of Section 18-101(10) of the Act.

"Independent Director" means a natural person who, for the five-year period
prior to his or her appointment as Independent Director has not been, and during
the continuation of his or her service as Independent Director is not: (i) an
employee, director, officer, stockholder, partner, member or manager of the
Company or any of its Affiliates (other than his or her service as an
Independent Director or a Special Member of the Company or any of its Affiliates
and excluding de minimus capital stock and other equity interests), (ii) a
creditor, supplier or contractor of the Company or any of its Affiliates, (iii)
a person who controls (whether directly or indirectly) the Company or its
Affiliates or any employee, director, officer, stockholder, partner, member,
manager, creditor, supplier or contractor of the Company or any of its

Affiliates or (iv) any member of the immediate family of a person described in
clause (i), (ii) or (iii).

An individual who otherwise satisfies the foregoing shall not be
disqualified from serving as an Independent Director of the Company if such
individual is at the time of initial appointment, or at any time while serving
as an Independent Director of the Company, an Independent Director or a Special
Member of a Special Purpose Entity affiliated with the Company or the Member.
For purposes of this paragraph only, a "Special Purpose Entity" is an entity
whose organizational documents contain restrictions on its activities and impose
requirements intended to preserve its separateness that are substantially
similar to those of the Company, and provide, inter alia, that it (a) is
organized for a limited purpose; (b) has restrictions on its ability to incur
indebtedness, dissolve, liquidate, consolidate, merge or sell assets; (c) may
not file voluntarily a bankruptcy petition on its own behalf (or on behalf of
certain Affiliates) without the consent of the Independent Director(s); and (d)
shall conduct itself (or cause certain Affiliates to conduct themselves) in
accordance with certain "separateness covenants", including the maintenance of
books, records, bank accounts and assets separate from those of any other
Person.

"Management Agreement" means the agreement of the Directors substantially
in the form attached hereto as Exhibit B. The Management Agreement shall be
deemed incorporated into, and as part of, this Agreement.

"Material Action" means (i) to consolidate or merge the Company with or
into any Person, (ii) to sell all or substantially all of the assets of the
Company, (iii) to institute proceedings to have the Company be adjudicated
bankrupt or insolvent, (iv) to consent to the institution of Bankruptcy
proceedings against the Company or to file a petition seeking, or consent to,
reorganization or relief with respect to the Company under any applicable
federal or state law relating to Bankruptcy, (v) to consent to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or a substantial part of its property, (vi) to make any
assignment for the benefit of creditors of the Company, (vii) to admit in
writing the Company's inability to pay its debts generally as they become due or
(viii) to take action in furtherance of any such action, or, to the fullest
extent permitted by law, to dissolve or liquidate the Company.

"Member" means CarMax, as the initial member of the Company, and includes
any Person admitted as an additional member of the Company or a substitute
member of the Company pursuant to the provisions of this Agreement, each in its
capacity as a member of the Company; provided, however, the term "Member" shall
not include any Special Member.

"Obligation" means the indebtedness, liabilities and obligations of the
Company under or in connection with this Agreement, the other Basic Documents or
any related document in effect as of any date of determination.

"Officer" means an officer of the Company described in Section 4.12.

"Officer's Certificate" means a certificate signed by an Officer who is
authorized to act for the Company in matters relating to the Company.

"Person" means any legal person, including any individual, corporation,
partnership, joint venture, association, limited liability company, limited
liability partnership, joint stock company, trust, business trust, bank, trust
company, estate (including any beneficiaries thereof), unincorporated
organization or other organization whether or not a legal entity, or any
government or any agency or political subdivision thereof.

"Rating Agency" means each nationally recognized rating agency that has
rated any Securities that have been issued and are outstanding pursuant to any
transfer agreement, servicing agreement, indenture, trust agreement or other
similar agreement entered into by the Company or any of its Affiliates.

"Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given prior notice thereof and that each of the
Rating Agencies shall have notified the Company that such action will not result
in a reduction, qualification or withdrawal of its then-current rating by such
Rating Agency of any Securities.

"Securities" has the meaning set forth in Section 3.01(c).

"Securitization Trust" has the meaning set forth in Section 3.01(c).

"Special Member" means, upon such person's admission to the Company as a
member of the Company pursuant to Section 2.04(c), a person acting as
Independent Director, in such person's capacity as a member of the Company. A
Special Member shall only have the rights and duties expressly set forth in this
Agreement.

Section 1.02. Other Definitional Provisions.

(a) For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used herein
include, as appropriate, all genders and the plural as well as the singular,
(ii) references to words such as "herein", "hereof" and the like shall refer to
this Agreement as a whole and not to any particular part, article or section
within this Agreement, (iii) references to a section such as "Section 1.01", an
article such as "Article One" and the like shall refer to the applicable Section
or Article of this Agreement, (iv) the term "include" and all variations thereof
shall mean "include without limitation" and (v) the term "or" shall include
"and/or".

(b) As used in this Agreement and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any such certificate or other document to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles in effect from time to time. To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under such generally accepted accounting principles, the definitions contained
in this Agreement or in any such certificate or other document shall control.

ARTICLE TWO

ORGANIZATION OF COMPANY

Section 2.01. Name and Office. The name of the limited liability company
formed hereby is CarMax Auto Funding LLC, and its office shall be located at
▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as
may hereafter be determined by the Member.

Section 2.02. Registered Office. The address of the registered office of
the Company in the State of Delaware is c/o Corporation Service Company, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Section 2.03. Registered Agent. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Section 2.04. Member.

(a) The mailing address of the Member is set forth on Exhibit A. The Member
was admitted to the Company as a member of the Company upon its execution of a
counterpart signature page to this Agreement.

(b) Subject to Section 4.10, the Member may act by written consent.

(c) Upon the occurrence of any event that causes the Member to cease to be
a member of the Company (other than (i) upon an assignment by the Member of all
of its limited liability company interest in the Company and the admission of
the transferee pursuant to Sections 8.01 and 8.03 or (ii) the resignation of the
Member and the admission of an additional member of the Company pursuant to
Sections 8.02 and 8.03), each Person acting as an Independent Director pursuant
to Section 4.11 shall, without any action of any Person and simultaneously with
the Member ceasing to be a member of the Company, automatically be admitted to
the Company as a Special Member and shall continue the Company without
dissolution. No Special Member may resign from the Company or transfer its
rights as Special Member unless (i) a successor Special Member has been admitted
to the Company as Special Member by executing a counterpart to this Agreement
and (ii) such successor has also accepted its appointment as Independent
Director pursuant to Section 4.11; provided, however, each Special Member shall
automatically cease to be a member of the Company upon the admission to the
Company of a substitute Member. Each Special Member shall be a member of the
Company that has no interest in the profits, losses and capital of the Company
and has no right to receive any distributions of Company assets. Pursuant to
Section 18-301 of the Act, no Special Member shall be required to make any
capital contributions to the Company and shall not receive a limited liability
company interest in the Company. No Special Member, in its capacity as Special
Member, may bind the Company. Except as required by any mandatory provision of
the Act, a Special Member, in its capacity as Special Member, shall have no
right to vote on,

approve or otherwise consent to any action by, or matter relating to, the
Company, including the merger, consolidation or conversion of the Company. In
order to implement the admission to the Company of the Special Members, each
person acting as an Independent Director pursuant to Section 4.11 shall execute
a counterpart to this Agreement. Prior to its admission to the Company as
Special Member, each person acting as an Independent Director pursuant to
Section 4.11 shall not be a member of the Company.

Section 2.05. Execution, Delivery and Filing of Certificates. ▇▇▇▇▇ ▇. ▇▇▇▇
is hereby designated as an "authorized person" within the meaning of the Act,
and has executed, delivered and filed the Certificate of Formation with the
Delaware Secretary of State. Upon the filing of the Certificate of Formation,
his powers as an "authorized person" ceased, and each Member thereupon became a
designated "authorized person" and shall continue as the designated "authorized
person" within the meaning of the Act. Each Member or an Officer shall execute,
deliver and file any other certificates (and any amendments or restatements
thereof) necessary for the Company to qualify to do business in Virginia and in
any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue
until cancellation of the Certificate of Formation as provided in the Act.

Section 2.06. Execution of Instruments. All agreements, repurchase
agreements, reverse repurchase agreements, swap or forward agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, tax
returns and reports, and other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accepted on behalf of the Company by the
President, any Vice President, any Assistant Vice President, or the Secretary or
any Assistant Secretary; provided, however, that where required, any such
instrument shall be attested by one of such Officers other than the Officer
executing such instrument. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted on behalf of the Company in such
other manner and by such other Officers as the Board of Directors may from time
to time direct. The provisions of this Section are supplementary to any other
provisions of this Agreement. Except as may otherwise be required by law, any
such agreements, repurchase agreements, reverse repurchase agreements, swap or
forward agreements, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other instruments or documents executed and delivered as described
above shall be binding on the Company and shall be deemed to be authorized by
the Board of Directors.

ARTICLE THREE

PURPOSES

Section 3.01. Purposes. The purpose to be conducted or promoted by the
Company is to engage in the following activities:

(a) to acquire, lease, own, hold, sell, transfer, convey, dispose of,
pledge, assign, borrow money against, grant a security interest in,
finance, refinance or otherwise deal with, publicly or privately and
whether with unrelated third parties or with affiliated entities,
automotive installment sale contracts and service contracts originated or
acquired by CarMax or its Affiliates or interests therein, the related
motor vehicles or interests therein and the related documentation and
monies due or to become due thereunder, proceeds from claims on insurance
policies related thereto and all related rights and the proceeds of any of
the foregoing (collectively, the "Assets");

(b) to perform its obligations under the Basic Documents;

(c) to act as settlor or grantor of one or more trusts or special
purpose entities (each, a "Securitization Trust") formed pursuant to a
trust agreement or other agreement, which Securitization Trust may issue
one or more series or classes of certificates, bonds, notes or other
evidences of interest or indebtedness (collectively, "Securities") secured
by or representing beneficial interests in the Assets;

(d) to acquire Securities or other property of a Securitization Trust
(including remainder interests in collateral or reserve accounts) or any
interest in any of the foregoing;

(e) to cause the issuance of, authorize, sell and deliver Securities
or other instruments secured or collateralized by Securities;

(f) to own equity interests in other limited liability companies or
partnerships whose purposes are substantially restricted to those described
in clauses (a) through (e) above;

(g) to borrow money other than pursuant to clause (a) above, but only
to the extent that such borrowing is permitted by the terms of the
transactions contemplated by clauses (a) through (f) above;

(h) to loan or otherwise invest funds received as a result of the
Company's interest in any Securitization Trust or Securities and any other
income, as determined by the Member from time to time; and

(i) to (i) negotiate, authorize, execute, deliver or assume or perform
the obligations under any agreement, instrument or document relating to the
activities set forth in clauses (a) through (h) above, including the Basic
Documents and (ii) engage in

any lawful act or activity and to exercise any powers permitted to limited
liability companies organized under the laws of the State of Delaware that
are incidental to and necessary, convenient or advisable for the
accomplishment of the above-mentioned purposes, including the entering into
of (A) interest rate or basis swap, cap, floor or collar agreements,
currency exchange agreements or similar hedging transactions, (B) any
agreement providing for the funding of any amount due under any of the
Securities through direct borrowings, letters of credit, insurance or
otherwise and (C) referral, management, servicing and administration
agreements.

Section 3.02. Powers.

(a) The Company, and the Member or any Director or Officer on behalf of the
Company, may enter into and perform the Basic Documents and all documents,
agreements, certificates or financing statements contemplated thereby or related
thereto, all without any further act, vote or approval of any Member, Director,
Officer or other Person notwithstanding any other provision of this Agreement,
the Act or applicable law, rule or regulation. The foregoing authorization shall
not be deemed a restriction on the powers of the Member or any Director or
Officer to enter into other agreements on behalf of the Company.

(b) Subject to Section 4.10, the Company, and the Board of Directors and
the Officers on behalf of the Company, shall have and exercise (i) all powers
necessary, convenient or incidental to accomplish its purposes as set forth in
Section 3.01 (including all tax matters) and (ii) all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act.

ARTICLE FOUR

MANAGEMENT

Section 4.01. Board of Directors. Subject to Section 4.10, the business and
affairs of the Company shall be managed by or under the direction of a Board of
one or more Directors designated by the Member. Subject to Section 4.11, the
Member may determine at any time in its sole and absolute discretion the number
of Directors to constitute the Board. The authorized number of Directors may be
increased or decreased by the Member at any time in its sole and absolute
discretion, upon notice to all Directors, and subject in all cases to the
requirement pursuant to Section 4.11 that as long as any Obligation is
outstanding, the Company shall have at least two Independent Directors. The
initial number of Directors shall be five, two of which shall be Independent
Directors pursuant to Section 4.11. Each Director elected, designated or
appointed by the Member shall hold office until a successor is elected and
qualified or until such Director's earlier death, resignation, expulsion or
removal. Each Director shall execute and deliver the Management Agreement.
Directors need not be Members. The Initial Directors designated by the Member
are listed on Exhibit C hereto.

Section 4.02. Powers. Subject to Section 4.10, the Board of Directors shall
have the power to do any and all acts necessary, convenient or incidental to or
for the furtherance of the purposes described herein, including all powers,
statutory or otherwise. Subject to Section 3.01, the Board of Directors has the
authority to bind the Company.

Section 4.03. Meeting of the Board of Directors. The Board of Directors of
the Company may hold meetings, both regular and special, within or outside the
State of Delaware. Regular meetings of the Board may be held without notice at
such time and at such place as shall from time to time be determined by the
Board. Special meetings of the Board may be called by the President on not less
than one day's notice to each Director by telephone, facsimile, mail, telegram
or any other means of communication, and special meetings shall be called by the
President or Secretary in such manner and with such notice upon the written
request of any one or more of the Directors.

Section 4.04. Quorum; Acts of the Board. At all meetings of the Board, a
majority of the Directors shall constitute a quorum for the transaction of
business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the Directors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee, as the case may be.

Section 4.05. Electronic Communications. Members of the Board, or any
committee designated by the Board, may participate in meetings of the Board, or
any committee, by means

of telephone conference or similar communications equipment that allows all
Persons participating in the meeting to hear each other, and such participation
in a meeting shall constitute presence in Person at the meeting. If all the
participants are participating by telephone conference or similar communications
equipment, the meeting shall be deemed to be held at the principal place of
business of the Company.

Section 4.06. Committees of Directors.

(a) The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more
Directors. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee.

(b) In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member.

(c) Any such committee, to the extent provided in the resolution of the
Board, and subject to, in all cases, Sections 4.10 and 4.11, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Company. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board. Each committee shall keep regular minutes of its meetings and
report the same to the Board when required.

Section 4.07. Compensation of Directors; Expenses. The Board shall have the
authority to fix the compensation of Directors. The Directors may be paid their
expenses, if any, of attendance at meetings of the Board, which may be a fixed
sum for attendance at each meeting of the Board or a stated salary as Director.
No such payment shall preclude any Director from serving the Company in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

Section 4.08. Removal of Directors. Unless otherwise restricted by law, any
Director or the entire Board of Directors may be removed or expelled, with or
without cause, at any time by the Member, and, subject to Section 4.11, any
vacancy caused by any such removal or expulsion may be filled by action of the
Member.

Section 4.09. Directors as Agents. To the extent of their powers set forth
in this Agreement and subject to Section 4.10, the Directors are agents of the
Company for the purpose of the Company's business, and the actions of the
Directors taken in accordance with such powers set forth in this Agreement shall
bind the Company. Notwithstanding the last sentence of Section 18-402 of the
Act, except as provided in this Agreement or in a resolution of the Directors, a
Director may not bind the Company.

Section 4.10. Limitations on the Company's Activities.

(a) This Section is being adopted in order to comply with certain
provisions required in order to qualify the Company as a "special purpose"
entity.

(b) The Member shall not, so long as any Obligation is outstanding, amend,
alter, change or repeal the definition of "Independent Director", Article One or
Sections 2.04(c), 3.01, 3.02, 4.01, 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 5.04, 7.01, 8.01, 8.02, 8.03, 8.04, 8.05, 9.01 or 9.02 of this
Agreement without the unanimous written consent of the Board (including all
Independent Directors) and the satisfaction of the Rating Agency Condition.
Subject to this Section, the Member reserves the right to amend, alter, change
or repeal any provisions contained in this Agreement in accordance with Section
9.01.

(c) Notwithstanding any other provision of this Agreement and any provision
of law that otherwise so empowers the Company, the Member, the Board, any
Officer or any other Person, so long as any Obligation is outstanding, neither
the Member nor the Board nor any Officer nor any other Person shall be
authorized or empowered, nor shall they permit the Company, without the prior
unanimous written consent of the Member and the entire Board (including all
Independent Directors), to take any Material Action; provided, however, that the
Board may not vote on, or authorize the taking of, any Material Action, unless
there are at least two Independent Directors then serving in such capacity.

(d) The Board and the Member shall cause the Company to do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if: (i) the Board shall determine that the preservation thereof is no longer
desirable for the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to the Company and (ii) the Rating
Agency Condition is satisfied. The Board also shall cause the Company:

(1) to maintain its own separate books and records and bank accounts;

(2) at all times to hold itself out to the public and all other
Persons as a legal entity separate from the Member and any other Person;

(3) to have a Board of Directors separate from that of the Member and
any other Person;

(4) to file its own tax returns, if any, as may be required under
applicable tax law, to the extent (A) the Company is not part of a
consolidated group filing a consolidated return or returns or (B) the
Company is not treated as a division for tax purposes of another taxpayer,
or authorize CarMax to file on its behalf as agent such tax returns and
reports, and make any elections required or allowed under such applicable
tax law, and to pay or to have CarMax pay on its behalf as agent any taxes
so required to be paid under applicable law;

(5) except as contemplated by the Basic Documents, not to commingle
its assets with assets of any other Person;

(6) to conduct its business in its own name and strictly comply with
all organizational formalities to maintain its separate existence;

(7) to maintain separate financial statements;

(8) to pay its own liabilities only out of its own funds; provided,
however, that CarMax may pay certain of the organizational expenses of the
Company and certain expenses relating to the documentation of the Company's
financing activities;

(9) to maintain an arm's length relationship with its Affiliates and
the Member;

(10) to pay the salaries of its own employees, if any;

(11) except as otherwise contemplated by the Basic Documents, not to
guarantee or become obligated for the debts of others or hold out its
credit or assets as being available to satisfy the obligations of others;

(12) to allocate fairly and reasonably any overhead for shared office
space;

(13) to use separate stationery, invoices and checks;

(14) except as otherwise contemplated by the Basic Documents, not to
pledge its assets for the benefit of any other Person;

(15) to correct any known misunderstanding regarding its separate
identity;

(16) to maintain adequate capital in light of its contemplated
business purposes, transactions and liabilities;

(17) to cause the Board to meet at least annually or act pursuant to
written consent and keep minutes of such meetings and actions and observe
all other Delaware limited liability company formalities;

(18) not to acquire any securities of the Member;

(19) not to take any action if, as a result of such action, the
Company would be required to register as an investment company under the
Investment Company Act of 1940, as amended; and

(20) to cause its Directors, Officers, agents and other
representatives to act at all times with respect to the Company
consistently and in furtherance of the foregoing and in the best interests
of the Company.

Failure of the Company, or the Member or Board on behalf of the Company, to
comply with any of the foregoing covenants or any other covenants contained in
this Agreement shall not affect the status of the Company as a separate legal
entity or the limited liability of the Member or the Directors.

(e) So long as any Obligation is outstanding, the Board shall not cause or
permit the Company to:

(1) except as contemplated in the Basic Documents, guarantee any
obligation of any Person, including any Affiliate;

(2) engage, directly or indirectly, in any business other than the
activities required or permitted to be performed under Article Three, the
Basic Documents or this Section;

(3) incur, create or assume any indebtedness other than as expressly
permitted under Article Three, the Basic Documents or this Section;

(4) make or permit to remain outstanding any loan or advance to, or
own or acquire any stock or securities of, any Person, except that the
Company may invest in those investments permitted under Article Three, the
Basic Documents or this Section and may make any advance required or
expressly permitted to be made pursuant to any provision of Article Three,
the Basic Documents or this Section and permit the same to remain
outstanding in accordance with such provisions;

(5) to the fullest extent permitted by law, engage in any dissolution,
liquidation, consolidation, merger, asset sale or transfer of ownership
interests other than such activities as are expressly permitted pursuant to
any provision of Article Three, the Basic Documents or this Section; or

(6) except as contemplated by Article Three or the Basic Documents,
form, acquire or hold any subsidiary (whether a corporation, partnership,
limited liability company or other entity).

Section 4.11. Independent Directors. As long as any Obligation is
outstanding, the Member shall cause the Company at all times to have at least
two Independent Directors who will be appointed by the Member. To the fullest
extent permitted by law, including Section 18-1101(c) of the Act, the
Independent Directors shall consider only the interests of the Company,
including its respective creditors, in acting or otherwise voting on the matters
referred to in Section 4.10. No resignation or removal of an Independent
Director, and no appointment of a successor Independent Director, shall be
effective until such successor shall have (i) accepted his or her appointment as
an Independent Director by a written instrument, which may be a counterpart
signature page to the Management Agreement and (ii) executed a counterpart to
this Agreement as required by Section 2.04(c). In the event of a vacancy in the
position of Independent Director, the Member shall, as soon as practicable,
appoint a successor Independent Director. All right, power and authority of the
Independent Directors shall be limited to the extent necessary to exercise those
rights and perform those duties specifically set forth in this Agreement. Except
as provided in the second sentence of this Section, in exercising its rights and
performing its duties under this Agreement, each Independent Director shall have
a fiduciary duty of loyalty and care similar to that of a director of a business
corporation organized under the General Corporation Law of the State of
Delaware. No Independent Director shall at any time serve as trustee in
bankruptcy for any Affiliate of the Company.

Section 4.12. Officers.

(a) Officers. The initial Officers shall be designated by the Member. The
additional or successor Officers shall be chosen by the Board and shall consist
of at least a President, a Secretary and a Treasurer. The Board of Directors may
also choose one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person. The Board may
appoint such other Officers and agents as it shall deem necessary or advisable
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board. The
salaries of all Officers and agents of the Company shall be fixed by or in the
manner prescribed by the Board. The Officers shall hold office until their
successors are chosen and qualified. Any Officer may be removed at any time,
with or without cause, by the affirmative vote of a majority of the Board. Any
vacancy occurring in any office of the Company shall be filled by the Board. The
initial Officers designated by the Member are listed on Exhibit D.

(b) President. The President shall be the chief executive officer of the
Company, shall preside at all meetings of the Board, shall be responsible for
the general and active management of the business of the Company and shall see
that all orders and resolutions of the Board are carried into effect. The
President or any other Officer authorized by the President or the Board shall
execute all bonds, mortgages and other contracts, except (i) where required or
permitted by law or this Agreement to be otherwise signed and executed,
including Section 3.02(a), (ii) where signing and execution thereof shall be
expressly delegated by the Board to some other Officer or agent of the Company
and (iii) as otherwise permitted in Section 4.12(c).

(c) Vice President. In the absence of the President or in the event of the
President's inability to act, the Vice President, if any (or in the event there
shall be more than one Vice President, the Vice Presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice Presidents, if any, shall perform such other duties and
have such other powers as the Board may from time to time prescribe.

(d) Secretary and Assistant Secretary. The Secretary shall be responsible
for filing legal documents, including for this purpose any tax returns and
reports, and maintaining records for the Company. The Secretary shall attend all
meetings of the Board and record all the proceedings of the meetings of the
Company and of the Board in a book to be kept for that purpose and shall perform
like duties for the standing committees when required. The Secretary shall give,
or shall cause to be given, notice of all meetings of the Member, if any, and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the President, under whose supervision the Secretary
shall serve. The Assistant Secretary, or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board (or if there be no
such determination, then in order of their election), shall, in the absence of
the Secretary or in the event of the Secretary's inability to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

(e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody
of the Company funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all monies and other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Board. The Treasurer
shall disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and to
the Board, at its regular meetings or when the Board so requires, an account of
all of the Treasurer's transactions and of the financial condition of the
Company. The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of the Treasurer's inability to act, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

(f) Officers as Agents. The Officers, to the extent of their powers set
forth in this Agreement or otherwise vested in them by action of the Board not
inconsistent with this Agreement, are agents of the Company for the purpose of
the Company's business and, subject to Section 4.10, the actions of the Officers
taken in accordance with such powers shall bind the Company.

(g) Duties of Board and Officers. Except to the extent otherwise provided
herein, each Director and Officer shall have a fiduciary duty of loyalty and
care similar to that of directors and officers of business corporations
organized under the General Corporation Law of the State of Delaware.

ARTICLE FIVE

CONTRIBUTIONS; PROFITS AND LOSSES; DISTRIBUTIONS

Section 5.01. Capital Contributions. The Member has contributed to the
Company property of an agreed value as listed on Exhibit A hereto. In accordance
with Section 2.04(c), no Special Member shall be required to make any capital
contributions to the Company.

Section 5.02. Additional Contributions. The Member is not required to make
any additional capital contribution to the Company. The Member, however, may
make additional capital contributions to the Company at any time. To the extent
that a Member makes an additional capital contribution to the Company, the
Member shall revise Exhibit A. The provisions of this Agreement, including this
Section, are intended to benefit the Member and the Special Members and, to the
fullest extent permitted by law, shall not be construed as conferring any
benefit upon any creditor of the Company (and no such creditor of the Company
shall be a third-party beneficiary of this Agreement) and the Member and the
Special Members shall not have any duty or obligation to any creditor of the
Company to make any contribution to the Company or to issue any call for capital
pursuant to this Agreement.

Section 5.03. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated to the Member.

Section 5.04. Distributions. Distributions shall be made to the Member at
the times and in the aggregate amounts determined by the Board. Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in
the Company if such distribution would violate Section 18-607 of the Act, any
other applicable law or any Basic Document.

ARTICLE SIX

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records. The Board shall keep or cause to be kept
complete and accurate books of account and records with respect to the Company's
business. The books of the Company shall at all times be maintained by the
Board. The Member and its duly authorized representatives shall have the right
to examine the Company books, records and documents during normal business
hours. The Company, and the Board on behalf of the Company, shall not have the
right to keep confidential from the Member any information that the Board would
otherwise be permitted to keep confidential from the Member pursuant to Section
18-305(c) of the Act. The Company's books of account shall be kept using the
method of accounting determined by the Member. The Company's independent
auditor, if any, shall be an independent public accounting firm selected by the
Member.

Section 6.02. Reports.

(a) The Board shall use diligent efforts to cause to be prepared and
delivered to the Member, within 90 days after the end of each fiscal year, an
audited or unaudited report setting forth as of or for the end of such fiscal
year:

(i) a balance sheet of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of the Member's capital account.

(b) The Board shall, after the end of each fiscal year, use reasonable
efforts to cause the Company's accountants, if any, to prepare and transmit to
the Member as promptly as possible any such tax information in its possession as
may be reasonably necessary to enable the Member to prepare its federal, state
and local tax returns and reports relating to such fiscal year.

ARTICLE SEVEN

EXCULPATION AND INDEMNIFICATION; LIMITED LIABILITY

Section 7.01. Exculpation and Indemnification.

(a) Neither the Member nor the Special Members nor any Officer, Director,
employee or agent of the Company nor any employee, representative, agent or
Affiliate of the Member or any Special Member (collectively, the "Covered
Persons") shall be liable to the Company or any other Person who has an interest
in or claim against the Company for any loss, damage or claim incurred by reason
of any act or omission performed or omitted by such Covered Person in good faith
on behalf of the Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Covered Person by this Agreement,
except that a Covered Person shall be liable for any such loss, damage or claim
incurred by reason of such Covered Person's gross negligence or willful
misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person
shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by such Covered Person by reason of any act or omission performed
or omitted by such Covered Person in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Covered Person by reason of such Covered Person's gross negligence or
willful misconduct with respect to such acts or omissions. Notwithstanding the
foregoing, any indemnity under this Section by the Company shall be provided out
of and to the extent of Company assets only, and the Member and the Special
Members shall not have personal liability on account thereof, and so long as any
Obligation is outstanding, no indemnity payment from funds of the Company (as
distinct from funds from other sources, such as insurance) of any indemnity
under this Section shall be payable from amounts allocable to any other Person
pursuant to the Basic Documents.

(c) To the fullest extent permitted by applicable law, reasonable expenses
(including legal fees) incurred by a Covered Person defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay such amount if it shall be determined that the Covered Person is
not entitled to be indemnified as authorized in this Section.

(d) A Covered Person shall be fully protected in relying in good faith upon
the records of the Company and upon such information, opinions, reports or
statements presented to the Company by any Person as to matters the Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities or any other facts pertinent to the
existence and amount of assets from which distributions to the Member might
properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to the Company or
to any other Covered Person, a Covered Person acting under this Agreement shall
not be liable to the Company or to any other Covered Person for its good faith
reliance on the provisions of this Agreement or any approval or authorization
granted by the Company or any other Covered Person. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
and the Special Members to replace such other duties and liabilities of such
Covered Person.

(f) The provisions of this Section shall survive any termination of this
Agreement.

Section 7.02. Limited Liability. Except as otherwise expressly provided by
the Act, the debts, obligations and liabilities of the Company, whether arising
in contract, tort or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and neither the Member, any Special Member nor any
Director shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member, Special Member or
Director of the Company.

Section 7.03. Other Business. The Member, the Special Members and their
respective Affiliates may engage in or possess an interest in other business
ventures (unconnected with the Company) of every kind and description,
independently or with others. The Company shall not have any rights in or to
such independent ventures or the income or profits therefrom by virtue of this
Agreement.

ARTICLE EIGHT

ASSIGNMENT; RESIGNATION; DISSOLUTION

Section 8.01. Assignments. Subject to Section 8.03, the Member may assign
in whole or in part its limited liability company interest in the Company. If
the Member transfers all of its limited liability company interest in the
Company pursuant to this Section, the transferee shall be admitted to the
Company as a member of the Company upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the
transfer and, immediately following such admission, the transferor Member shall
cease to be a member of the Company. Notwithstanding anything in this Agreement
to the contrary, any successor to the Member by merger or consolidation shall,
without further act, be a Member hereunder, and such merger or consolidation
shall not constitute an assignment for purposes of this Agreement and the
Company shall continue without dissolution.

Section 8.02. Resignation. So long as any Obligation is outstanding, the
Member may not resign, except as permitted under the Basic Documents and if the
Rating Agency Condition is satisfied. If the Member is permitted to resign
pursuant to this Section, an additional member of the Company shall be admitted
to the Company, subject to Section 8.03, upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the
resignation and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.

Section 8.03. Admission of Additional Members. One or more additional
members of the Company may be admitted to the Company with the written consent
of the Member; provided, however, that so long as any Obligation remains
outstanding, no additional Member may be admitted to the Company unless the
Rating Agency Condition is satisfied.

Section 8.04. Dissolution.

(a) Subject to Section 4.10, the Company shall be dissolved, and its
affairs shall be wound up upon the first to occur of the following: (i) the
termination of the legal existence of the last remaining member of the Company
or the occurrence of any other event which terminates the continued membership
of the last remaining member of the Company in the Company unless the business
of the Company is continued in a manner permitted by this Agreement or the Act
or (ii) the entry of a decree of judicial dissolution under Section 18-802 of
the Act. Upon the occurrence of any event that causes the last remaining member
of the Company to cease to be a member of the Company, to the fullest extent
permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such Member in the Company, agree in
writing to continue the Company and to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of the

Company, effective as of the occurrence of the event that terminated the
continued membership of the last remaining Member of the Company in the Company.

(b) Notwithstanding any other provision of this Agreement, (i) the
Bankruptcy of the Member or a Special Member shall not cause the Member or
Special Member, as the case may be, to cease to be a member of the Company and
upon the occurrence of such an event, the business of the Company shall continue
without dissolution and (ii) each of the Member and each Special Member waives
any right it might have to agree in writing to dissolve the Company upon the
Bankruptcy of the Member or a Special Member, or the occurrence of an event that
causes the Member or a Special Member to cease to be a member of the Company.

(c) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

(d) The Company shall terminate when (i) all of the assets of the Company,
after payment of or due provision for all debts, liabilities and obligations of
the Company, shall have been distributed to the Member in the manner provided
for in this Agreement and (ii) the Certificate of Formation shall have been
canceled in the manner required by the Act.

Section 8.05. Waiver of Partition; Nature of Interest. Except as otherwise
expressly provided in this Agreement, to the fullest extent permitted by law,
each of the Member and the Special Members hereby irrevocably waives any right
or power that such Person might have to cause the Company or any of its assets
to be partitioned, to cause the appointment of a receiver for all or any portion
of the assets of the Company, to compel any sale of all or any portion of the
assets of the Company pursuant to any applicable law or to file a complaint or
to institute any proceeding at law or in equity to cause the dissolution,
liquidation, winding up or termination of the Company. The Member shall not have
any interest in any specific assets of the Company, and the Member shall not
have the status of a creditor with respect to any distribution pursuant to
Section 5.04. The interest of the Member in the Company is personal property.

ARTICLE NINE

MISCELLANEOUS

Section 9.01. Amendments. Subject to Section 4.10, this Agreement may be
modified, altered, supplemented or amended pursuant to a written agreement
executed and delivered by the Member; provided, however, that no such
modification, alteration, supplement or amendment may be made so long as any
Obligation is outstanding, unless the Rating Agency Condition is satisfied
except: (i) to cure any ambiguity or (ii) to convert or supplement any provision
in a manner consistent with the intent of this Agreement and the other Basic
Documents.

Section 9.02. Benefits of Agreement; No Third-Party Rights. None of the
provisions of this Agreement shall be for the benefit of or enforceable by any
creditor of the Company or by any creditor of the Member or any Special Member.
Nothing in this Agreement shall be deemed to create any right in any Person
(other than Covered Persons) not a party hereto, and this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of
any third Person (except as provided in Section 9.05).

Section 9.03. Severability of Provisions. Each provision of this Agreement
shall be considered severable and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

Section 9.04. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof.

Section 9.05. Binding Agreement. Notwithstanding any other provision of
this Agreement, the Member agrees that this Agreement constitutes a legal, valid
and binding agreement of the Member, and is enforceable against the Member by
the Independent Directors, in accordance with its terms. In addition, the
Independent Directors shall be intended beneficiaries of this Agreement.

Section 9.06. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware (without regard to applicable
conflict of laws principles), all rights and remedies being governed by such
laws.

Section 9.07. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement and
all of which together shall constitute one and the same instrument.

Section 9.08. Notices. Any notices required to be delivered hereunder shall
be in writing and personally delivered, mailed or sent by telecopy, electronic
mail or other similar form of rapid transmission, and shall be deemed to have
been duly given upon receipt, in the case of (i) the Company, to the Company at
its address in Section 2.01, (ii) the Member, to the Member

at its address as listed on Exhibit A hereto and (iii) either of the foregoing,
at such other address as may be designated by written notice to the other party.

Section 9.09. Effectiveness. Pursuant to Section 18-201(d) of the Act, this
Agreement shall be effective as of the time of the filing of the Certificate of
Formation with the Office of the Delaware Secretary of State on August 6, 2003.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed as of the day and year
first above written.

CARMAX AUTO SUPERSTORES, INC.,
as Member

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer

SPECIAL MEMBERS:

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

EXHIBIT A

MEMBER; CAPITAL CONTRIBUTION; MEMBERSHIP INTEREST

Agreed Value of
Name Mailing Address Capital Contribution Membership Interest
----------------- -------------------------- -------------------- -------------------

CarMax Auto ▇▇▇▇ ▇▇▇ ▇▇▇▇ $1,000 100%
Superstores, Inc. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

A-1

EXHIBIT B

MANAGEMENT AGREEMENT

August 6, 2003

CarMax Auto Funding LLC
▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

CarMax Auto Funding LLC
Management Agreement

Dear Sirs:

For good and valuable consideration, each of the undersigned (each, a
"Person"), who have been designated as Directors or Officers, as applicable, of
CarMax Auto Funding LLC, a Delaware limited liability company (the "Company"),
in accordance with the Limited Liability Company Agreement of the Company, dated
as of August 6, 2003 (as it may be amended or restated from time to time, the
"LLC Agreement"), hereby agree as follows:

1. Each of the undersigned accepts such Person's rights and authority as a
Director under the LLC Agreement and agrees to perform and discharge such
Person's duties and obligations as a Director under the LLC Agreement, and
further agrees that such rights, authorities, duties and obligations under the
LLC Agreement shall continue until such Person's successor as a Director is
designated or until such Person's resignation or removal as a Director in
accordance with the LLC Agreement. Each of the undersigned agrees and
acknowledges that it has been designated as a "manager" of the Company within
the meaning of the Delaware Limited Liability Company Act.

2. Each of the undersigned accepts such Person's rights and authority as an
Officer under the LLC Agreement and agrees to perform and discharge such
Person's duties and obligations as an Officer under the LLC Agreement, and
further agrees that such rights, authorities, duties and obligations under the
LLC Agreement shall continue until such Person's successor as such Officer is
designated or until such Person's resignation or removal as an Officer in
accordance with the LLC Agreement.

3. So long as any Obligation is outstanding, each of the undersigned
agrees, solely in its capacity as a creditor of the Company on account of any
indemnification or other payment owing to the undersigned by the Company, not to
acquiesce, petition or otherwise invoke or cause the Company to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Company under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Company or any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company.

B-1

4. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

Capitalized terms used herein that are not otherwise defined herein shall
have the meanings ascribed thereto in the LLC Agreement.

This Management Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Management Agreement and all
of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Management Agreement
as of the day and year first above written.

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B-2

EXHIBIT C

DIRECTORS

1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

4. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (Independent Director)

5. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Independent Director)

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EXHIBIT D

OFFICERS

Name Officer Title
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Treasurer and Assistant Secretary
▇▇▇ ▇. ▇▇▇▇▇▇ Vice President and Assistant Secretary
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Secretary

D-1

Exhibit 3.2 - Limited Liability Company Agreement of the Registrant

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