RIGHTS AGREEMENT between CARMAX, INC. and WELLS FARGO BANK MINNESOTA, N.A. Dated as of May 21, 2002Rights Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia
This Rights Agreement (the “Agreement”) is entered into as of May 21, 2002, between CarMax, Inc., a Virginia corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A., a national banking association (the “Rights Agent”).
FORM OF AMENDED AND RESTATED TAX ALLOCATION AGREEMENTTax Allocation Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia
This AMENDED AND RESTATED TAX ALLOCATION AGREEMENT is dated as of [ ], 2002, by and among Circuit City Stores, Inc. (“Circuit City”), a Virginia corporation, and those corporations listed on Exhibit A hereto (together with Circuit City, the “Parties”).
FORM OF CARMAX EXECUTIVE OFFICER EMPLOYMENT AGREEMENTExecutive Officer Employment Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations
This letter will confirm the terms of your employment with CarMax Auto Superstores, Inc., a Virginia corporation (also referred to in this letter as the “Company” or “CarMax”):
FORM OF EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN CIRCUIT CITY STORES, INC. AND CARMAX, INC. Effective as of May 21, 2002Employee Benefits Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia
This EMPLOYEE BENEFITS AGREEMENT, dated as of , 2002 (the “Effective Date”) is by and between Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), and CarMax, Inc., a Virginia corporation and a wholly owned subsidiary of Circuit City (“CarMax”).
SECURITY AGREEMENTSecurity Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan
THIS SECURITY AGREEMENT (this “Agreement”) dated as of May 17, 2002, is among CARMAX AUTO SUPERSTORES, INC. (the “Borrower”); the other persons or entities which are listed on the signature pages hereof as debtors or which from time to time become parties hereto as debtors (collectively, including the Borrower, the “Debtors” and individually each a “Debtor”); and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (“DCSNA”), in its capacity as agent for the Lenders referred to below (in such capacity, the “Agent”).
GUARANTYGuaranty • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan
THIS GUARANTY dated as of May 17, 2002 is executed in favor of DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (“DCSNA”), as Agent, and the Lender Parties referred to below.
Circuit City Stores, Inc. Employment Agreement for W. Austin LigonEmployment Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia
This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of the first day of March 2002 (the “Effective Date”), by and between Circuit City Stores, Inc. (the “Company”) and W. Austin Ligon (the “Executive”).WHEREAS, the Company desires to employ the Executive as Carmax Group President; and
CREDIT AGREEMENT dated as of May 17, 2002 among CARMAX AUTO SUPERSTORES, INC., as Borrower CARMAX, INC., as Guarantor VARIOUS FINANCIAL INSTITUTIONS and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as AgentCredit Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan
THIS CREDIT AGREEMENT dated as of May 17, 2002 (this “Agreement”) is entered into among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the “Borrower”), CARMAX, INC., a Virginia corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (in its individual capacity, “DCSNA”), as agent for the Lenders.
