AMENDMENT NO. 1 TO CREDIT AGREEMENT AND JOINDER AGREEMENT

EXECUTION COPY

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AND JOINDER AGREEMENT

This Amendment No. 1 to Credit Agreement and Joinder Agreement (this " Amendment ") dated as of December 8, 2006, is made by and among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the " Revolving Borrower "), the Subsidiaries of the Company (other than the Revolving Borrower) listed as "Borrowers" on the signature pages hereto (each a " Designated Borrower " and, together with the Revolving Borrower, the " Borrowers " and, each a " Borrower "), CARMAX, INC., a Virginia corporation (the " Company "), the Subsidiaries of the Company listed as "Subsidiary Guarantors" on the signature pages hereto (each a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors" ), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (" Bank of America "), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the " Administrative Agent "), each of the existing Lenders under such Credit Agreement (collectively, the " Existing Lenders "), and each of the Persons becoming Lenders by the execution of this Amendment (the " Joining Lenders ").

W I T N E S S E T H:

WHEREAS , the Borrowers, the Company, the Administrative Agent, Bank of America, as Swing Line Lender, New Vehicle Swing Line Lender and L/C Issuer, and the Existing Lenders have entered into that certain Credit Agreement dated as of August 24, 2005 (the " Credit Agreement "; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Existing Lenders have made available to the Borrowers a revolving credit facility with letter of credit and swing line subfacilities; and

WHEREAS , the Subsidiary Guarantors and the Administrative Agent have entered into that certain Subsidiary Guaranty Agreement dated as of August 24, 2005 pursuant to which the Subsidiary Guarantors have guaranteed the payment and performance of the obligations of the Borrowers under the Credit Agreement and the other Loan Documents; and

WHEREAS , the Company and the Administrative Agent have entered into that certain Company Guaranty Agreement dated as of August 24, 2005 pursuant to which the Company has guaranteed the payment and performance of the obligations of the Borrowers under the Credit Agreement and the other Loan Documents; and

WHEREAS , the Company and the Borrowers have advised the Administrative Agent and the Existing Lenders that they desire to amend certain provisions of the Credit Agreement to, among other things, (i) amend the definition of the Applicable Rate, (ii) extend the Maturity Date, (iii) increase the Aggregate Commitments from $450,000,000 to $500,000,000 (such increase to be allocated among the Joining Lenders and certain of the Existing Lenders), (iv) add an option to further increase the Aggregate Commitments in an amount up to $100,000,000, and

(v) increase the Swing Line Sublimit from $25,000,000 to $35,000,000, in each case as more particularly set forth below, and the Administrative Agent, the Existing Lenders and the Joining Lenders are willing to effect such amendments on the terms and conditions contained in this Amendment;

NOW, THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.    Amendments to Credit Agreement . Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

" Applicable Rate " means a per annum rate equal to:

(a)   with respect to Base Rate Loans, 0.00%;

(b)   with respect to Eurodollar Rate Loans, 0.875%;

(c)   with respect to Letter of Credit Fees, 0.875%; and

(d)   with respect to the Commitment Fee, 0.15%.

" Swing Line Sublimit " means an amount equal to the lesser of (a) $35,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

" Maturity Date " means December 8, 2011.

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" Consolidated EBITDA " means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) share-based compensation expense reducing such Consolidated Net Income which does not represent a cash item in such period or any future period, and (v) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing such Consolidated Net Income.

" Consolidated Fixed Charges " means, for any period (the "Calculation Period"), the sum of (a) Consolidated Interest Charges for such period plus (b) Consolidated Rental Obligations for such period, plus (c) Federal, state, local and foreign income taxes paid in cash by the Company and its Subsidiaries on a consolidated basis for such period, plus (d) Consolidated Scheduled Principal Payments (excluding any scheduled payments of principal that were (i) paid during the Calculation Period with the proceeds of replacement Indebtedness or (ii) deferred to a later period by an appropriate written amendment, but including payments of principal that were deferred to such Calculation Period from a prior period) of the Company and its Subsidiaries on a consolidated basis for such period. For purposes of clarity (and without limiting the generality of clause (b) of the definition of "Subsidiary"), the parties acknowledge that any reference to Subsidiary in this definition of Consolidated Fixed Charges shall exclude those Subsidiaries which would not otherwise qualify as a Subsidiary under clause (b) of the definition of "Subsidiary."

" Increase Effective Date " has the meaning specified in Section 2.16(d) .

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2.16   Increase in Commitments.

(a)   Request for Increase . Provided there exists no Default and there has been no prior reduction of the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may, from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) no such increase shall result in any increase in the Letter of Credit Sublimit, Swing Line Sublimit or the New Vehicle Swing Line Sublimit, and (iii) the Company may make a maximum of three such requests. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b)   Lender Elections to Increase . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender shall be obligated to increase its Commitment upon the Company’s request pursuant to this Section 2.16 .

(c)   Notification by Administrative Agent; Additional Lenders . The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To the extent (i) one or more Lenders have declined to increase their respective Commitments or have agreed to increase their respective Commitments by an amount less than their respective Applicable Percentages of a requested increase and (ii) one or more Lenders have agreed to increase their respective Commitments by an amount greater than their respective Applicable Percentages of such requested increase, the Company shall, in its sole discretion, allocate the Commitments that would otherwise have been allocated to the Lenders described in clause (i) above to one or more of the Lenders described in clause (ii) above. To the extent the Lenders have not agreed to increase their respective Commitments in an amount sufficient to provide the full amount of a requested increase, subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), the Company may also invite additional Eligible Assignees to become Lenders in order to provide, together with the existing Lenders increasing their Commitments, the aggregate requested additional Commitments. In order to become a Lender, each such additional Eligible Assignee shall execute and deliver to the Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

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(d)   Effective Date and Allocations . If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the " Increase Effective Date ") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e)   Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company and the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Company and the Borrowers contained in Article V and the representations and warranties of each Loan Party contained in each other Loan Document are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default exists. On each Increase Effective Date, (i) each relevant Lender that is increasing its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Lenders, the outstanding Committed Loans (and risk participations in outstanding Swing Line Loans, New Vehicle Swing Line Loans and L/C Obligations) to be held ratably by all Lenders in accordance with their respective revised Applicable Percentages, and (ii) the Revolving Borrower shall be deemed to have prepaid and reborrowed the outstanding Committed Loans as of such Increase Effective Date to the extent neces