October 29, 2014 CarMax Auto Superstores, Inc. 12800 Tuckahoe Creek Parkway Richmond, Virginia 23238
EXHIBIT 10.1
October 29, 2014
CarMax Auto Superstores, Inc.
00000 Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re:First Amendment to Credit Agreement, dated as of August 26, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among CarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), CarMax, Inc., a Virginia corporation, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.
The parties hereto agree that:
1.Section 2.16(a) of the Credit Agreement is amended to change the reference to “ten Business Days” to “five Business Days”.
2.Section 7.08 of the Credit Agreement is amended to add the following proviso at the end thereof:
“; provided, however, the Company may use proceeds of the Credit Extensions to repurchase shares of its capital stock to the extent not otherwise prohibited by this Agreement so long as such repurchased shares are not held as treasury stock and such repurchase does not violate Regulation U of the FRB”.
The Credit Agreement remains in full force and effect as modified to the extent set forth herein. This letter agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of this letter by telecopy or other secure electronic format (.pdf) shall be effective as an original. This letter agreement shall be effective upon receipt by the Administrative Agent of counterparts of this letter agreement executed by the Loan Parties and the Required Lenders. This letter agreement is a Loan Document.
This letter shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow]
Very truly yours,
bank of america, n.a.,
as Administrative Agent
By:/s/ Xxxxx Lov
Name: Xxxxx Lov
Title: AVP
CARMAX
FIRST AMENDMENT
LENDERS:BANK OF AMERICA, N.A., as a Lender, L/C Issuer,
Swing Line Lender and New Vehicle Swing Line
Lender
By: /s/ X.X. Xxxxxxx, III
Name: X.X. Xxxxxxx, III
Title: Senior Vice President
Credit Products Manager
CARMAX
FIRST AMENDMENT
JPMORGAN CHASE BANK, N.A., as a Lender and
L/C Issuer
By: /s/ Xxxx Xxx
Name: Xxxx Xxx
Title: Vice President
CARMAX
FIRST AMENDMENT
BANK OF THE WEST, as a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
CARMAX
FIRST AMENDMENT
BARCLAYS BANK PLC, as a Lender
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
CARMAX
FIRST AMENDMENT
ROYAL BANK OF CANADA, as a Lender
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Authorized Signatory
CARMAX
FIRST AMENDMENT
THE ROYAL BANK OF SCOTLAND plc, as a Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
CARMAX
FIRST AMENDMENT
SUNTRUST BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
CARMAX
FIRST AMENDMENT
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Director
CARMAX
FIRST AMENDMENT
TOYOTA MOTOR CREDIT CORPORATION, as a
Lender
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: National Manager
National Accounts
CARMAX
FIRST AMENDMENT
U.S. BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
CARMAX
FIRST AMENDMENT
XXXXX FARGO BANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
CARMAX
FIRST AMENDMENT
Accepted and Agreed to:
LOAN PARTIES:CARMAX, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX AUTO SUPERSTORES, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX OF LAUREL, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX AUTO MALL, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX AUTO SUPERSTORES CALIFORNIA, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX BUSINESS SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX
FIRST AMENDMENT
CARMAX AUTO SUPERSTORES WEST COAST, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX PROPERTIES, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX AUTO SUPERSTORES SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
CARMAX
FIRST AMENDMENT
