Swap Transaction Confirmation



 EXHIBIT 10.8 — SWAP TRANSACTION CONFIRMATION RELATING TO THE CLASS A-4b NOTES 
 

 
  

			
	Date:	  	January 22, 2008
		
	To:	  	 CarMax Auto Owner Trust 2008-1 (“Party B”)
 c/o The Bank of New York
 101 Barclay Street, 8W
 New
York, New York 10286

		
	Attention:	  	Corporate Trust Division, Asset Back Securities Group
		
	From:	  	 Bank of America, N.A. (“Party A”)
 233 South Wacker Drive – Suite 2800
 Chicago, Illinois 60606

		
	Department:	  	Swaps Operations
		
	Telephone:	  	(+1) 312 234 2732
		
	Fax:	  	(+1) 866 255 1444

 Transaction Reference Number: 50093051 
 The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a “Confirmation” as
referred to in the Master Agreement specified below. This letter supersedes all previous confirmations and amendments with respect to the above referenced transaction. 
 The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the
Master Agreement) (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 
 This Confirmation supplements, forms a part of, and is subject to, the ISDA 1992 Master Agreement dated as of January 22, 2008, as amended or supplemented from time
to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. 
 The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture dated as of January 1, 2008 (the
“Indenture”) between Party B and Wells Fargo Bank, National Association, as Indenture Trustee. In the event of any inconsistency between the Definitions and the Indenture, the Indenture will govern. References herein to a
“Transaction” shall be deemed to be references to a “Swap Transaction” for purposes of the Definitions. Unless otherwise specified herein, capitalized terms used but not defined herein have the meanings ascribed to them in the
Indenture. 







 The terms of the particular Transaction to which this Confirmation relates are as follows: 

			
		
	Type of Transaction:	  	Fixed/Floating Interest Rate Swap
		
	Notional Amount:	  	For the purpose of the initial Calculation Period, the Notional Amount will be equal to the outstanding principal balance of the Class A-4b Notes as of the Closing Date. The Notional
Amount for each Calculation Period thereafter shall reset on each Period End Date and will at all times be equal to the outstanding principal balance of the Class A-4b Notes.
		
		  	With respect to any Period End Date, the outstanding balance of the A-4b Notes will be determined using the Servicer’s Certificate (as defined in Sale and Servicing Agreement) issued
with respect to the corresponding Distribution Date (after giving effect to all distributions made on such Distribution Date).
		
	Trade Date:	  	January 10, 2008
		
	Effective Date:	  	January 22, 2008
		
	Termination Date:	  	The earlier of (i) the Distribution Date occurring in February 2013 and (ii) the date on which the Note Balance of the Class A-4b Notes is reduced to zero.
		
	Business Days:	  	New York
		
	Fixed Rate Amounts:	  	
		
	 Fixed Rate Payer:
	  	Party B
		
	 Fixed Rate Payer
 Payment Dates:
	  	Monthly on the 15th of each month commencing February 15, 2008, through and including the Termination Date, subject to adjustment with the Following Business Day Convention.

	  
		
	 Period End Dates:
	  	Monthly on the 15th of each month commencing February 15, 2008, through and including the Termination Date without adjustment.
		
	 Fixed Rate:
	  	3.510% per annum
		
	 Fixed Rate Day
 Count Fraction:
	  	30/360

  


					
		  	2	  	                    Bank of America, N.A.
		  		  	                    Fixed/Floating Rate Confirmation










			
		
	Floating Rate Amounts:	  	
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer
	  	
	 Payment Dates:
	  	Monthly on the 15th of each month commencing February 15, 2008, through and including the Termination Date, subject to adjustment with the Following Business Day
Convention.
		
	 Period End Dates:
	  	Monthly on the 15th of each month commencing February 15, 2008, through and including the Termination Date subject to adjustment with the Following Business Day
Convention.
		
	 Floating Rate for initial
	  	
	 Calculation Period:
	  	3.93438%
		
	 Reset Date:
	  	The first day of each Calculation Period.
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA
		
	 Designated Maturity:
	  	1 month
		
	 Spread:
	  	None
		
	 Floating Rate Day
	  	
	 Count Fraction:
	  	Actual/360
		
	 Compounding:
	  	Inapplicable
		
	Calculation Agent:	  	Party A
		
	Account Details:	  	
		
	 Payments to Party A:
	  	To be provided in written instructions.
		
	 Payments to Party B:
	  	 Wells Fargo Bank, N.A.
 ABA: 121000248
 Acct: 0001038377
 Acct Name: Wells Fargo Corporate Trust
 For further credit: Acct# 22700601 CarMax 08-1
 Collection
Acct

		
		  	Attn: Debra Kaba 612-316-4359

  


					
		  	3	  	                    Bank of America, N.A.
		  		  	                    Fixed/Floating Rate Confirmation









 Additional Provisions: 
 It is expressly understood and agreed by the parties hereto that (i) this Confirmation is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee of Party B, in the exercise of the powers
and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of Party B are made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but
are made and intended for the purpose of binding only Party B, (iii) nothing herein contained shall be construed as creating any liability on the part of the Owner Trustee, individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Owner Trustee be personally liable
for the payment of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Party B under this Confirmation. 
 [Signature Page Follows] 
  


					
		  	4	  	                    Bank of America, N.A.
		  		  	                    Fixed/Floating Rate Confirmation









 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy
of this Confirmation enclosed for that purpose and returning it to us. 
  

			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Christopher Robison

	Name:	 	Christopher Robison
	Title:	 	Vice President


 Accepted and confirmed as of 
 the date first above written: 
 CARMAX AUTO OWNER TRUST 2008-1 
 By: The Bank of New York, not in its individual capacity, but solely as Owner Trustee 

			
		
	 By:
	 	 /s/ Henry Baez

	 Name:
	 	 Henry Baez

	 Title:
	 	 Assistant Treasurer


  


					
	 Signature Page
	  		  	Bank of America, N.A.
		  		  	Fixed/Floating Rate Confirmation