exhibit42.htm


    
      
        

      
Exhibit 4.2



      APPOINTMENT,
ASSIGNMENT AND ASSUMPTION AGREEMENT

       

      This APPOINTMENT, ASSIGNMENT AND
ASSUMPTION AGREEMENT (the “Agreement”), dated as of the 28th day of
November, 2008, is by and between CARMAX, INC., a Virginia
corporation (the “Assignor”), and American Stock Transfer & Trust Company,
LLC, a New York banking corporation (the “Assignee”).

       

      W
I T N E S S E T H :

       

      WHEREAS, Assignor and WELLS FARGO BANK MINNESOTA, N.A.,
a national banking association (“Wells Fargo”), have entered into that
certain Rights Agreement, dated as of May 21, 2002 (the “Assigned Agreement”);
and

       

      WHEREAS, Assignor desires to
remove Wells Fargo as Rights Agent and appoint Assignee as a successor Rights
Agent  pursuant to Section 21 of the Assigned Agreement, and Assignee
desires to accept such appointment.

       

      NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Assignor and the Assignee
agree as follows:

       

      1. Appointment.  Pursuant
to Section 21 of the Assigned Agreement, Assignor hereby appoints and Assignee
hereby accepts such appointment as a successor Rights Agent pursuant to the
Assigned Agreement effective as of the close of business on January 23, 2009
(the “Effective Date”).  As of the Effective Date, Assignee shall be
deemed as Rights Agent under the Assigned Agreement and shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent under the Assigned Agreement.

       

      2. Representation.  Assignee
hereby represents and warrants that it meets and that it will continue to meet
the qualifications and requirements for the Rights Agent as set forth in the
Assigned Agreement.

       

      3. Miscellaneous..  This Agreement shall be
governed by, and shall be construed in accordance with, the laws of the
Commonwealth of Virginia, without regard to the choice of law provisions
thereof. Except as
otherwise provided herein, (i) defined terms in this Agreement shall have the
meaning ascribed to them in the Assigned Agreement and (ii) the Assigned
Agreement shall remain in full force and effect.  Except as
specifically provided herein, this Agreement may be changed only by a written
amendment signed by both parties hereto.

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      


      CARMAX,
INC.

      


      


      
        	
                By:

              	
                /s/ Keith D.
      Browning

              
	 
      	 
      
	
                Name:

              	
                Keith D.
      Browning

              
	 
      	 
      
	
                Title:

              	
                EVP &
      CFO

              


      

      


      


      


      


      


      


      AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC

      


      


      
        	
                By:

              	
                /s/ Kenneth E.
      Staab

              
	 
      	 
      
	
                Name:

              	
                Kenneth E.
      Staab

              
	 
      	 
      
	
                Title:

              	
                Senior Vice
      President