EXHIBIT 10
AMENDMENT NO. 1
TO THE
TRANSITION SERVICES AGREEMENT
This Amendment No. 1 to the Transition Services Agreement ("Amendment")
is made as of this 21st day of August, 2003, by and between Circuit City Stores,
Inc., ("Circuit City Stores") a Virginia corporation, and CarMax, Inc.
("CarMax"), a Virginia corporation, and provides as follows:
RECITALS
WHEREAS, Circuit City Stores has provided certain infrastructure
support services, including payroll processing services, to CarMax in connection
with the ongoing administration and operation of CarMax since October 1, 2002,
the date of separation of CarMax and its affiliates and subsidiaries from
Circuit City Stores, Inc., its affiliates and subsidiaries (the "Separation
Date"), all as more specifically set forth in the Transition Services Agreement
("TSA") between the parties dated on or about October 1, 2002;
WHEREAS, CarMax is in the process of implementing its own information
system to process payroll of CarMax, its affiliates and subsidiaries (the
"CarMax Payroll System") to allow for the transfer of the payroll processing
services performed by Circuit City Stores on behalf of CarMax pursuant to the
TSA from Circuit City Stores to CarMax;
WHEREAS, in connection with the transfer of such payroll processing
services to CarMax, certain employees of Circuit City Stores who previously
performed such services on behalf of CarMax pursuant to the TSA may leave or
have left the employ of Circuit City Stores and will or have become employed
with CarMax or its affiliates and/or subsidiaries (collectively, the "Subject
Employees") and need continued access to the AS400 payroll processing system of
Circuit City Stores to support payroll functions at CarMax;
WHEREAS, prior to the implementation of the CarMax Payroll System,
Circuit City Stores shall make available its AS400 payroll processing system to
those CarMax employees, including the Subject Employees, with a specific need to
know such information so that CarMax may perform payroll processing services for
employees of CarMax and/or its affiliates and/or subsidiaries until such time as
the CarMax Payroll System is fully implemented or until such Transition Services
are otherwise terminated in accordance with the terms of the TSA; and
WHEREAS, the parties desire to amend the TSA in accordance with the
terms hereof in order to account for the access by CarMax of the AS400 payroll
processing system of Circuit City Stores.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth herein, the parties hereby agree as follows:
EXHIBIT 10
Section 1. Definitions; Recitals.
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Terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the TSA. The recitals set forth above are an
integral part of this Amendment and are hereby incorporated into this Amendment.
Section 2. Confidentiality.
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As the payroll processing services related to CarMax are transitioned
from Circuit City Stores to CarMax, CarMax and its employees (including the
Subject Employees) and agents may, from time to time, have access to certain
information of Circuit City Stores through access to Circuit City Stores' AS400
payroll processing system. CarMax acknowledges that such information shall be
deemed Confidential Information.
Section 3. Notices.
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All notices and other communications required or permitted hereunder
shall be in writing (including telex, facsimile transmission or similar writing)
and shall be given:
(a) If to Circuit City Stores, to:
Circuit City Stores, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attn: General Counsel
Fax: 804/000-0000
(b) If to CarMax, to:
CarMax, Inc.
0000 Xxx Xxxx
Xxxx Xxxxx, Xxxxxxxx 00000-0000
Attn: Chief Financial Officer
Fax: (000) 000-0000
or to such other person or to such other address or facsimile number as the
party to whom such notice is to be given may have furnished the other parties in
writing by like notice. If mailed, any such communication shall be deemed to
have been given on the third business day following the day on which the
communication is posted by registered or certified mail (return receipt
requested). If given by any other means it shall be deemed to have been given
when delivered to the address specified in this Section.
Section 4. Effect.
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Except as expressly modified herein, the terms of the TSA shall remain
unchanged and in full force and effect.
EXHIBIT 10
Section 5. Counterparts.
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This Amendment may be executed in two or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.
IN WITNESS WHEREOF the parties have caused this Amendment to be
executed by their duly authorized officers, all as of the date first set forth
above.
CIRCUIT CITY STORES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Sr. Vice President, HR & Training
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CARMAX, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President, Human Resources
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