exhibit1054






1  CHAR1\1858196v3 SECOND AMENDMENT TO CREDIT AGREEMENT AND COMMITMENT INCREASE  AGREEMENT  THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND COMMITMENT  INCREASE AGREEMENT, dated as of December 29, 2021 (this "Amendment"), is entered into among  CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the “Revolving Borrower”),  CARMAX, INC., a Virginia corporation (the “Company”), certain Subsidiaries of the Company (each a  “Designated Borrower” and, together with the Revolving Borrower, the “Borrowers” and, each a  “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and BANK OF  AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative  Agent").  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed  thereto in the Credit Agreement (as defined below and as amended by this Amendment).  RECITALS  WHEREAS, the Revolving Borrower, the Designated Borrowers, the Company, the Lenders,  Bank of America, N.A., as Administrative Agent, Swing Line Lender, New Vehicle Swing Line Lender  and L/C Issuer, and JPMorgan Chase Bank, N.A., as L/C Issuer, are parties to the Credit Agreement,  dated as of June 7, 2019 (as amended, restated, extended, supplemented, increased or otherwise modified  in writing from time to time, the “Existing Credit Agreement”); and   WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement as provided  herein (the Existing Credit Agreement, as amended hereby, the “Credit Agreement”).  NOW, THEREFORE, in consideration of the agreements contained herein, and for other good  and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties  hereto hereby agree as follows:  AGREEMENT  1. Amendments.    (a) The definition of “New Vehicle Swing Line Sublimit” in Section 1.01 of the  Credit Agreement is hereby amended to read as follows:  “New Vehicle Swing Line Sublimit” means $0.00.  (b) Section 1.01.  The following definitions are hereby added to Section 1.01 of the  Credit Agreement in the appropriate alphabetical order to read as follows:  “Available Tenor” means, as of any date of determination and with respect to the  then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate,  any tenor for such Benchmark that is or may be used for determining the length of an  Interest Period or (y) otherwise, any payment period for interest calculated with reference  to such Benchmark, as applicable, pursuant to this Agreement as of such date.  “Benchmark” means, initially, LIBOR; provided that if a replacement of the  Benchmark has occurred pursuant to Section 3.03(c) then “Benchmark” means the  applicable Benchmark Replacement to the extent that such Benchmark Replacement has  replaced such prior benchmark rate.  Any reference to “Benchmark” shall include, as  applicable, the published component used in the calculation thereof.  





 






2  CHAR1\1858196v3 “Benchmark Replacement” means:  (1) for purposes of Section 3.03(c)(i), the first alternative set forth below that  can be determined by the Administrative Agent:  (a) the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis  points) for an Available Tenor of one-month’s duration, or  (b) the sum of: (i) Daily Simple SOFR and (ii) 0.11448% (11.448  basis points);  provided that, if initially LIBOR is replaced with the rate contained in clause (b)  above (Daily Simple SOFR plus the applicable spread adjustment) and  subsequent to such replacement, the Administrative Agent determines that Term  SOFR has become available and is administratively feasible for the  Administrative Agent in its sole discretion, and the Administrative Agent notifies  the Company and each Lender of such availability, then from and after the  beginning of the Interest Period, relevant interest payment date or payment  period for interest calculated, in each case, commencing no less than thirty (30)  days after the date of such notice, the Benchmark Replacement shall be as set  forth in clause (a) above; and  (2) for purposes of Section 3.03(c)(ii), the sum of (a) the alternate  benchmark rate and (b) an adjustment (which may be a positive or  negative value or zero), in each case, that has been selected by the  Administrative Agent and the Company as the replacement Benchmark  giving due consideration to any evolving or then-prevailing market  convention, including any applicable recommendations made by the  Relevant Governmental Body, for Dollar-denominated syndicated credit  facilities at such time;  provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2)  above would be less than 0%, the Benchmark Replacement will be deemed to be 0% for  the purposes of this Agreement and the other Loan Documents.  Any Benchmark Replacement shall be applied in a manner consistent with market  practice; provided that, to the extent such market practice is not administratively feasible  for the Administrative Agent, such Benchmark Replacement shall be applied in a manner  as otherwise reasonably determined by the Administrative Agent.  “Benchmark Replacement Conforming Changes” means, with respect to any  Benchmark Replacement, any technical, administrative or operational changes (including  changes to the definition of “Base Rate,” the definition of “Business Day,” the definition  of “Interest Period,” the timing and frequency of determining rates and making payments  of interest, the timing of borrowing requests or prepayment, conversion or continuation  notices, the applicability and length of lookback periods, the applicability of breakage  provisions, and other technical, administrative or operational matters) that the  Administrative Agent decides may be appropriate to reflect the adoption and  implementation of such Benchmark Replacement and to permit the administration thereof  by the Administrative Agent in a manner substantially consistent with market practice  





 






3  CHAR1\1858196v3 (or, if the Administrative Agent decides that adoption of any portion of such market  practice is not administratively feasible or if the Administrative Agent determines that no  market practice for the administration of such Benchmark Replacement exists, in such  other manner of administration as the Administrative Agent decides is reasonably  necessary in connection with the administration of this Agreement and the other Loan  Documents).  “Benchmark Transition Event” means, with respect to any then-current  Benchmark other than LIBOR, the occurrence of a public statement or publication of  information by or on behalf of the administrator of the then-current Benchmark or a  Governmental Authority with jurisdiction over such administrator announcing or stating  that all Available Tenors are or will no longer be representative, or made available, or  used for determining the interest rate of loans, or shall or will otherwise cease, provided  that, at the time of such statement or publication, there is no successor administrator that  is satisfactory to the Administrative Agent, that will continue to provide any  representative tenors of such Benchmark after such specific date.  “Communication” means this Agreement, any Loan Document and any  document, any amendment, approval, consent, information, notice, certificate, request,  statement, disclosure or authorization related to any Loan Document.  “Daily Simple SOFR” with respect to any applicable determination date means  the secured overnight financing rate (“SOFR”) published on such date by the Federal  Reserve Bank of New York, as the administrator of the benchmark (or a successor  administrator) on the Federal Reserve Bank of New York’s website (or any successor  source).  “Early Opt-in Effective Date” means, with respect to any Early Opt-in Election,  the sixth (6th) Business Day after the date notice of such Early Opt-in Election is  provided to the Lenders, so long as the Administrative Agent has not received, by 5:00  p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such  Early Opt-in Election is provided to the Lenders, written notice of objection to such Early  Opt-in Election from Lenders comprising the Required Lenders.  “Early Opt-in Election” means the occurrence of:  (a) a determination by the Administrative Agent, or a notification by  the Company to the Administrative Agent that the Company has made a  determination, that Dollar-denominated syndicated credit facilities currently  being executed, or that include language similar to that contained in Section  3.03(c), are being executed or amended (as applicable) to incorporate or adopt a  new benchmark interest rate to replace LIBOR; and   (b) the joint election by the Administrative Agent and the Company  to replace LIBOR with a Benchmark Replacement and the provision by the  Administrative Agent of written notice of such election to the Lenders.  “Lender Parties” means, collectively, the Lenders, the Swing Line Lender, the  New Vehicle Swing Line Lender and the L/C Issuer.  





 






4  CHAR1\1858196v3 “Other Rate Early Opt-in” means the Administrative Agent and the Company  have elected to replace LIBOR with a Benchmark Replacement other than a SOFR-based  rate pursuant to (1) an Early Opt-in Election and (2) Section 3.03(c)(ii) and clause (2) of  the definition of “Benchmark Replacement”.  “Relevant Governmental Body” means the Board of Governors of the Federal  Reserve System or the Federal Reserve Bank of New York, or a committee officially  endorsed or convened by the Board of Governors of the Federal Reserve System or the  Federal Reserve Bank of New York, or any successor thereto.  “Rescindable Amount” has the meaning specified in Section 2.13(b)(ii).  “SOFR Early Opt-in” means the Administrative Agent and the Company have  elected to replace LIBOR pursuant to (a) an Early Opt-in Election and (b) Section  3.03(c)(i) and clause (1) of the definition of “Benchmark Replacement”.  “Term SOFR” means, for the applicable corresponding tenor (or if any Available  Tenor of a Benchmark does not correspond to an Available Tenor for the applicable  Benchmark Replacement, the closest corresponding Available Tenor and if such  Available Tenor corresponds equally to two Available Tenors of the applicable  Benchmark Replacement, the corresponding tenor of the shorter duration shall be  applied), the forward-looking term rate based on the secured overnight financing rate that  has been selected or recommended by the Relevant Governmental Body.  (c) Section 1.01.  The following definitions are hereby deleted from Section 1.01 of  the Credit Agreement:  “LIBOR Screen Rate”, “LIBOR Successor Rate” and “LIBOR Successor  Rate Conforming Changes”.  (d) The second sentence of Section 1.05 of the Credit Agreement is hereby amended  to read as follows:  The Administrative Agent does not warrant, nor accept responsibility, nor shall  the Administrative Agent have any liability with respect to the administration, submission  or any other matter related to the rates in the definition of “Eurodollar Rate” or with  respect to any rate (including, for the avoidance of doubt, the selection of such rate and  any related spread or other adjustment) that is an alternative or replacement for or  successor to any of such rate (including, without limitation, any Benchmark Replacement)  or the effect of any of the foregoing, or of any Benchmark Replacement Conforming  Changes.  (e) Section 2.13(b).  The second subsection (i) in Section 2.13(b) of the Credit  Agreement is hereby renumbered as subsection (ii) and amended to read as follows:  (ii) Payments by Borrowers; Presumptions by Administrative Agent.  Unless  the Administrative Agent shall have received notice from the Revolving Borrower (on its  own behalf or on behalf of another Borrower) prior to the date on which any payment is  due to the Administrative Agent for the account of the Lenders or the L/C Issuer  hereunder that such Borrower will not make such payment, the Administrative Agent  may assume that such Borrower has made such payment on such date in accordance  herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C  Issuer, as the case may be, the amount due.  With respect to any payment that the  





 






5  CHAR1\1858196v3 Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder  as to which the Administrative Agent determines (which determination shall be  conclusive absent manifest error) that any of the following applies (such payment  referred to as the “Rescindable Amount”): (1) such Borrower has not in fact made such  payment; (2) the Administrative Agent has made a payment in excess of the amount so  paid by such Borrower (whether or not then owed); or (3) the Administrative Agent has  for any reason otherwise erroneously made such payment; then each of the Lenders or the  L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent  forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C  Issuer, in immediately available funds with interest thereon, for each day from and  including the date such amount is distributed to it to but excluding the date of payment to  the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined  by the Administrative Agent in accordance with banking industry rules on interbank  compensation.  A notice of the Administrative Agent to any Lender or Borrower with respect to  any amount owing under this subsection (b) shall be conclusive, absent manifest error.  (f) Section 3.03(c).  Section 3.03(c) of the Credit Agreement is hereby amended to  read as follows:  (c) Notwithstanding anything to the contrary in this Agreement or any other  Loan Document:  (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the  regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public  statement the future cessation or loss of representativeness of overnight/Spot Next, 1- week, 1-month, 2-month, 3-month, 6-month and 12- month Dollar LIBOR tenor settings.  On the earliest of (A) the date that all Available Tenors of Dollar LIBOR have  permanently or indefinitely ceased to be provided by IBA or have been announced by the  FCA pursuant to public statement or publication of information to be no longer  representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a  SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark  Replacement will replace such Benchmark for all purposes hereunder and under any  Loan Document in respect of any setting of such Benchmark on such day and all  subsequent settings without any amendment to, or further action or consent of any other  party to this Agreement or any other Loan Document. If the Benchmark Replacement is  Daily Simple SOFR, all interest payments will be payable on a monthly basis.  (ii) (x)  Upon (A) the occurrence of a Benchmark Transition Event or (B) a  determination by the Administrative Agent that neither of the alternatives under clause  (1) of the definition of Benchmark Replacement is available, the Benchmark  Replacement will replace the then-current Benchmark for all purposes hereunder and  under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on  the fifth (5th) Business Day after the date notice of such Benchmark Replacement is  provided to the Lenders without any amendment to, or further action or consent of any  other party to, this Agreement or any other Loan Document so long as the Administrative  Agent has not received, by such time, written notice of objection to such Benchmark  Replacement from Lenders comprising the Required Lenders (and any such objection  shall be conclusive and binding absent manifest error); provided, that, solely in the event  that the then-current Benchmark at the time of such Benchmark Transition Event is not a  





 






6  CHAR1\1858196v3 SOFR-based rate, the Benchmark Replacement therefor shall be determined in  accordance with clause (1) of the definition of Benchmark Replacement unless the  Administrative Agent determines that neither of such alternative rates is available.  (y) On the Early Opt-in Effective Date in respect of an Other Rate Early  Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder and  under any Loan Document in respect of any setting of such Benchmark on such day and  all subsequent settings without any amendment to, or further action or consent of any  other party to this Agreement or any other Loan Document.  (iii) At any time that the administrator of the then-current Benchmark has  permanently or indefinitely ceased to provide such Benchmark or such Benchmark has  been announced by the regulatory supervisor for the administrator of such Benchmark  pursuant to public statement or publication of information to be no longer representative  of the underlying market and economic reality that such Benchmark is intended to  measure and that representativeness will not be restored, any Borrower may revoke any  request for a borrowing of, conversion to or continuation of Loans to be made, converted  or continued that would bear interest by reference to such Benchmark until such  Borrower’s receipt of notice from the Administrative Agent that a Benchmark  Replacement has replaced such Benchmark, and, failing that, such Borrower will be  deemed to have converted any such request into a request for a borrowing of or  conversion to Base Rate Loans.  During the period referenced in the foregoing sentence,  the component of Base Rate based upon the Benchmark will not be used in any  determination of Base Rate.  (iv) In connection with the implementation and administration of a  Benchmark Replacement, the Administrative Agent will have the right to make  Benchmark Replacement Conforming Changes from time to time and, notwithstanding  anything to the contrary herein or in any other Loan Document, any amendments  implementing such Benchmark Replacement Conforming Changes will become effective  without any further action or consent of any other party to this Agreement.  (v) The Administrative Agent will promptly notify the Company and the  Lenders of (A) the implementation of any Benchmark Replacement and (B) the  effectiveness of any Benchmark Replacement Conforming Changes. Any determination,  decision or election that may be made by the Administrative Agent pursuant to this  Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or  of the occurrence or non-occurrence of an event, circumstance or date and any decision to  take or refrain from taking any action, will be conclusive and binding absent manifest  error and may be made in its  sole discretion and without consent from any other party  hereto, except, in each case, as expressly required pursuant to this Section 3.03(c).  (vi) At any time (including in connection with the implementation of a  Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including  Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such  Benchmark that is unavailable or non-representative for Benchmark (including  Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any  such previously removed tenor for Benchmark (including Benchmark Replacement)  settings.  





 






7  CHAR1\1858196v3 (g) Section 9.12.  A new Section 9.12 is hereby added to the Credit Agreement to  read as follows:  9.12 Recovery of Erroneous Payments.  Without limitation of any other provision in this Agreement, if at any time the  Administrative Agent makes a payment hereunder in error to any Lender Party, whether  or not in respect of an Obligation due and owing by a Borrower at such time, where such  payment is a Rescindable Amount, then in any such event, each Lender Party receiving a  Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on  demand (and in any event, within two (2) Business Days of such demand) the  Rescindable Amount received by such Lender Party in immediately available funds, with  interest thereon, for each day from and including the date such Rescindable Amount is  received by it to but excluding the date of payment to the Administrative Agent, at the  greater of the Federal Funds Rate and a rate determined by the Administrative Agent in  accordance with banking industry rules on interbank compensation.  Each Lender Party  irrevocably waives any and all defenses, including any “discharge for value” (under  which a creditor might otherwise claim a right to retain funds mistakenly paid by a third  party in respect of a debt owed by another) or similar defense to its obligation to return  any Rescindable Amount.  The Administrative Agent shall inform each Lender Party  promptly upon determining that any payment made to such Lender Party comprised, in  whole or in part, a Rescindable Amount.  (h) The first and last sentences of Section 10.10 of the Credit Agreement are hereby  deleted.  (i) Section 10.17 of the Credit Agreement is hereby amended to read as follows:  10.17 Electronic Execution; Electronic Records; Counterparts.  This Agreement, any Loan Document and any other Communication, including  Communications required to be in writing, may be in the form of an Electronic Record  and may be executed using Electronic Signatures.  Each of the Borrowers and each of the  Administrative Agent and each Lender Party agrees that any Electronic Signature on or  associated with any Communication shall be valid and binding on such Person to the  same extent as a manual, original signature, and that any Communication entered into by  Electronic Signature will constitute the legal, valid and binding obligation of such Person  enforceable against such Person in accordance with the terms thereof to the same extent  as if a manually executed original signature was delivered.   Any Communication may be  executed in as many counterparts as necessary or convenient, including both paper and  electronic counterparts, but all such counterparts are one and the same Communication.   For the avoidance of doubt, the authorization under this paragraph may include, without  limitation, use or acceptance of a manually signed paper Communication which has been  converted into electronic form (such as scanned into PDF format), or an electronically  signed Communication converted into another format, for transmission, delivery and/or  retention. The Administrative Agent and each of the Lender Parties may, at its option,  create one or more copies of any Communication in the form of an imaged Electronic  Record (“Electronic Copy”), which shall be deemed created in the ordinary course of  such Person’s business, and destroy the original paper document.  All Communications in  the form of an Electronic Record, including an Electronic Copy, shall be considered an  original for all purposes, and shall have the same legal effect, validity and enforceability  





 






8  CHAR1\1858196v3 as a paper record.  Notwithstanding anything contained herein to the contrary, neither the  Administrative Agent, L/C Issuer, Swing Line Lender nor New Vehicle Swing Line  Lender is under any obligation to accept an Electronic Signature in any form or in any  format unless expressly agreed to by such Person pursuant to procedures approved by it;  provided, further, without limiting the foregoing, (a) to the extent the Administrative  Agent, L/C Issuer, Swing Line Lender and/or New Vehicle Swing Line Lender has  agreed to accept such Electronic Signature, the Administrative Agent and each of the  Lender Parties shall be entitled to rely on any such Electronic Signature purportedly  given by or on behalf of any Borrower and/or any Lender Party without further  verification and (b) upon the request of the Administrative Agent or any Lender Party,  any Electronic Signature shall be promptly followed by such manually executed  counterpart.  For purposes hereof, “Electronic Record” and “Electronic Signature” shall  have the meanings assigned to them, respectively, by 15 USC §7006, as it may be  amended from time to time.  Neither the Administrative Agent, L/C Issuer, Swing Line Lender nor New  Vehicle Swing Line Lender shall be responsible for or have any duty to ascertain or  inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any  Loan Document or any other agreement, instrument or document (including, for the  avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s, Swing  Line Lender’s or New Vehicle Swing Line Lender’s reliance on any Electronic Signature  transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative  Agent, L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender shall be  entitled to rely on, and shall incur no liability under or in respect of this Agreement or  any other Loan Document by acting upon, any Communication (which writing may be a  fax, any electronic message, Internet or intranet website posting or other distribution or  signed using an Electronic Signature) or any statement made to it orally or by telephone  and believed by it to be genuine and signed or sent or otherwise authenticated (whether or  not such Person in fact meets the requirements set forth in the Loan Documents for being  the maker thereof).  Each of the Borrowers and each Lender Party hereby waives (i) any argument,  defense or right to contest the legal effect, validity or enforceability of this Agreement or  any other Loan Document based solely on the lack of paper original copies of this  Agreement or such other Loan Document, and (ii) waives any claim against the  Administrative Agent and each Lender Party for any liabilities arising solely from the  Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic  Signatures, including any liabilities arising as a result of the failure of the Borrowers to  use any available security measures in connection with the execution, delivery or  transmission of any Electronic Signature.  2. Commitment Increase.  Pursuant to Section 2.16 of the Credit Agreement, effective as of  the date hereof, each Lender listed on Schedule 1 attached hereto (each an “Increasing Lender”) hereby  agrees that its Commitment is increased by the amount set forth on Schedule 1 attached hereto (with  respect to each Increasing Lender, its “Additional Commitment”).  Schedule 2.01 to the Credit Agreement  shall be amended and restated in its entirety in the form attached hereto as Schedule 2.  3. Effectiveness; Conditions Precedent.  This Amendment shall be and become effective as  of date hereof when all of the conditions set forth in this Section 3 shall have been satisfied.  





 






9  CHAR1\1858196v3 (a) Execution of Counterparts of Amendment.  The Administrative Agent shall have  received counterparts of this Amendment, which collectively shall have been duly executed on  behalf of each of the Loan Parties, the Administrative Agent and the Lenders.  (b) Fees.  The Administrative Agent shall have received, for the benefit of each  Increasing Lender, an upfront fee in an amount separately agreed in writing by BAS and the  Company, and BAS shall have received, for its own account, such fees as separately agreed in  writing by BAS and the Company.  4. Expenses.  The Loan Parties agree to reimburse the Administrative Agent for all  reasonable documented out-of-pocket costs and expenses of the Administrative Agent in connection with  the preparation, execution and delivery of this Amendment, including without limitation the reasonable  documented fees and expenses of Moore & Van Allen PLLC.  5. Ratification.  Each Loan Party acknowledges and consents to the terms set forth herein  and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan  Documents, as amended hereby.  This Amendment is a Loan Document.  6. Representations and Warranties of the Loan Parties.  By its execution and delivery  hereof, each Loan Party represents both before and after giving effect to this Amendment (i) no Default  exists, (ii) the representations and warranties of the Company and the Borrowers contained in Article V of  the Credit Agreement and the representations and warranties of each Loan Party contained in each other  Loan Document are true and correct in all material respects (or, in the case of representations and  warranties already qualified by materiality, in all respects) on and as of the date hereof, except to the  extent that such representations and warranties specifically refer to an earlier date, in which case they are  true and correct as of such earlier date, and except that for purposes of this Section 6, the representations  and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be  deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of  Section 6.01 of the Credit Agreement and (iii) the resolutions adopted by such Loan Party with respect to  the execution and delivery of the Credit Agreement and delivered to the Administrative Agent on the  Closing Date have not been rescinded and remain in full force and effect.    7. Counterparts/Telecopy.  This Amendment may be executed in any number of  counterparts, each of which when so executed and delivered shall be an original, but all of which shall  constitute one and the same instrument.  Delivery of executed counterparts of this Amendment by  telecopy or other secure electronic format (.pdf) shall be effective as an original.  8. GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED  IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  9. Successors and Assigns.   This Amendment shall be binding upon and inure to the benefit  of the parties hereto and their respective successors and assigns.  10. Headings.  The headings of the sections hereof are provided for convenience only and  shall not in any way affect the meaning or construction of any provision of this Amendment.  11. Severability.  If any provision of this Amendment is held to be illegal, invalid or  unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment  shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to  replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which  





 






10  CHAR1\1858196v3 comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a  provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any  other jurisdiction.  [remainder of page intentionally left blank]  





 






  CARMAX, INC.  SECOND AMENDMENT TO CREDIT AGREEMENT    Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and  delivered as of the date first above written.    LOAN PARTIES:    CARMAX, INC.,  a Virginia corporation  By: /s/ Enrique Mayor-Mora   Name: Enrique Mayor-Mora  Title: Senior Vice President and Chief Financial  Officer    CARMAX AUTO SUPERSTORES, INC.,  a Virginia corporation  By: /s/ Enrique Mayor-Mora   Name: Enrique Mayor-Mora   Title: Senior Vice President and Chief Financial  Officer    CARMAX AUTO MALL, LLC,  a Virginia limited liability company    By: /s/ Enrique Mayor-Mora     Name: Enrique Mayor-Mora   Title: Senior Vice President and Chief Financial  Officer    CARMAX AUTO SUPERSTORES CALIFORNIA,  LLC, a Virginia limited liability company    By: /s/ Enrique Mayor-Mora     Name: Enrique Mayor-Mora   Title: Senior Vice President and Chief Financial  Officer    CARMAX BUSINESS SERVICES, LLC,  a Delaware limited liability company    By: /s/ Enrique Mayor-Mora     Name: Enrique Mayor-Mora   Title: Senior Vice President and Chief Financial  Officer    CARMAX AUTO SUPERSTORES WEST COAST,  INC., a Virginia corporation    By: /s/ Enrique Mayor-Mora     Name: Enrique Mayor-Mora   Title: Senior Vice President and Chief Financial  Officer  





 






  CARMAX, INC.  SECOND AMENDMENT TO CREDIT AGREEMENT      CARMAX PROPERTIES, LLC,  a Virginia limited liability company    By: /s/ Enrique Mayor-Mora    Name: Enrique Mayor-Mora   Title: President     CARMAX AUTO SUPERSTORES SERVICES, INC.,  a Virginia corporation    By:_ /s/ Enrique Mayor-Mora    Name: Enrique Mayor-Mora        Title: Senior Vice President and Chief Financial   Officer 





 






  CARMAX, INC.  SECOND AMENDMENT TO CREDIT AGREEMENT      ADMINISTRATIVE  AGENT:   BANK OF AMERICA, N.A.,  as Administrative Agent    By: /s/ Linda Lov  Name:  Linda Lov  Title:  Assistant Vice President 





 






  CARMAX, INC.  SECOND AMENDMENT TO CREDIT AGREEMENT      LENDERS:                              BANK OF AMERICA, N.A., as a Lender, L/C Issuer,  Swing Ling Lender and New Vehicle Swing Line  Lender  By: /s/ Steve Greene      Name:  Steve Greene  Title:  Senior Vice President    JPMORGAN CHASE BANK, N.A., as a Lender and  L/C Issuer      By: /s/ Sean Bodkin      Name:  Sean Bodkin  Title:  Vice President    WELLS FARGO BANK, NATIONAL ASSOCIATION      By: /s/ Jeffrey E. Bullard, Sr.     Name:  Jeffrey E. Bullard, Sr.  Title:  Senior Vice President    TOYOTA MOTOR CREDIT CORPORATION      By: /s/ Dave Boskey      Name:  Dave Boskey  Title:  National Accounts Manager    U.S. BANK NATIONAL ASSOCIATION      By: /s/ Edward Lawrence     Name:  Edward Lawrence  Title:  Vice President     BARCLAYS BANK PLC      By: /s/ Christopher M. Aitkin     Name:  Christopher M. Aitkin  Title:  Vice President    





 






  CARMAX, INC.  SECOND AMENDMENT TO CREDIT AGREEMENT    ROYAL BANK OF CANADA      By: /s/ Benjamin Lennon     Name:  Benjamin Lennon  Title:  Authorized Signatory    MUFG BANK, LTD.      By: /s/ Oscar D. Cortez      Name:  Oscar D. Cortez  Title:  Authorized Signatory    CAPITAL ONE, NATIONAL ASSOCIATION      By: /s/ Alfredo Wang      Name:  Alfredo Wang  Title:  Duly Authorized Signatory    MIZUHO BANK, LTD      By: /s/ Donna DeMagistris     Name:  Donna DeMagistris  Title:  Executive Director    THE BANK OF NOVA SCOTIA      By: /s/ Melissa Ruha      Name:  Melissa Ruha  Title:  Director    TORONTO-DOMINION BANK, NEW YORK  BRANCH      By: /s/ Michael Borowiecki     Name:  Michael Borowiecki  Title:  Authorized Signatory    SUMITOMO MITSUI BANKING CORPORATION, as  a Lender      By: /s/ Gail Motonaga      Name:  Gail Motonaga  Title:  Executive Director    





 






  CARMAX, INC.  SECOND AMENDMENT TO CREDIT AGREEMENT    TRUIST BANK (FORMERLY BRANCH BANKING  & TRUST COMPANY)      By: /s/ J. Carlos Navarrete     Name:  J. Carlos Navarrete  Title:  Director    BNP PARIBAS      By: /s/ Monica Tilani      Name:  Monica Tilani  Title:  Director      By: /s/ Andrew Strait      Name:  Andrew Strait  Title:  Managing Director    PNC BANK, NATIONAL ASSOCIATION      By: /s/ David Notaro      Name:  David Notaro  Title:  Senior Vice President        





 






Schedule 1  Increases to Commitments  Increasing Lender Increase to  Commitment  Bank of America, N.A. $75,000,000.00 JPMorgan Chase Bank, N.A. $75,000,000.00 Wells Fargo Bank, National Association $75,000,000.00 U.S. Bank National Association $55,000,000.00 Barclays Bank PLC $40,000,000.00 Royal Bank of Canada $40,000,000.00 MUFG Bank, Ltd. $40,000,000.00 Capital One, National Association $21,000,000.00 Mizuho Bank, Ltd. $21,000,000.00 The Bank of Nova Scotia $21,000,000.00 Toronto-Dominion Bank, New York Branch $21,000,000.00 Sumitomo Mitsui Banking Corporation $21,000,000.00 Truist Bank (formerly Branch Banking & Trust  Company) $15,000,000.00 BNP Paribas $15,000,000.00 PNC Bank, National Association $15,000,000.00 TOTAL $550,000,000.00 





 






Schedule 2  Schedule 2.01  COMMITMENTS AND APPLICABLE PERCENTAGES  Lender Commitment Applicable Percentage  Bank of America, N.A. $255,000,000.00 12.750000000% JPMorgan Chase Bank, N.A. $250,000,000.00 12.500000000% Wells Fargo Bank, National Association $250,000,000.00 12.500000000% U.S. Bank National Association $200,000,000.00 10.000000000% Toyota Motor Credit Corporation $145,000,000.00 7.250000000% Barclays Bank PLC $135,000,000.00 6.750000000% Royal Bank of Canada $135,000,000.00 6.750000000% MUFG Bank, Ltd. $135,000,000.00 6.750000000% Capital One, National Association $69,000,000.00 3.450000000% Mizuho Bank, Ltd. $69,000,000.00 3.450000000% The Bank of Nova Scotia $69,000,000.00 3.450000000% Toronto-Dominion Bank, New York Branch $69,000,000.00 3.450000000% Sumitomo Mitsui Banking Corporation $69,000,000.00 3.450000000% Truist Bank (formerly Branch Banking & Trust  Company) $50,000,000.00 2.500000000% BNP Paribas $50,000,000.00 2.500000000% PNC Bank, National Association $50,000,000.00 2.500000000% TOTAL $2,000,000,000.00 100.000000000%