exhibit1053






CHAR1\1707693v4  January 19, 2021  CarMax Auto Superstores, Inc.   12800 Tuckahoe Creek Parkway   Richmond, Virginia 23238  Re: First Amendment to Credit Agreement, dated as of June 7, 2019 (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, 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, Swing Line Lender, New Vehicle Swing Line  Lender and L/C Issuer, 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. New Definitions.  Section 1.01 of the Credit Agreement is amended by adding the  following new defined terms in appropriate alphabetical order:  “ “Affected Financial Institution” means (a) any EEA Financial Institution or (b)  any UK Financial Institution. ”  “ “Immaterial Subsidiary” means any Subsidiary that neither (a) has total assets in  excess of 5% of the consolidated total assets of the Company and its Subsidiaries (based  upon and as of the date of the most recent consolidated financial statements of the Company  and its Subsidiaries delivered pursuant to Section 6.01), nor (b) has total revenues in excess  of 5% of the consolidated total revenues of the Company and its Subsidiaries for the most  recent four-quarter period (based upon and ending on the date of the most recent  consolidated financial statements of the Company and its Subsidiaries delivered pursuant  to Section 6.01), with any Subsidiary which was previously an Immaterial Subsidiary  ceasing to be an Immaterial Subsidiary on the date financial statements delivered pursuant  to Section 6.01 demonstrate that such Subsidiary ceases to qualify as an Immaterial  Subsidiary; provided, that, (i) the total assets held by all Subsidiaries treated as Immaterial  Subsidiaries hereunder shall not exceed 15% of the consolidated total assets of the  Company and its Subsidiaries (based upon and as of the date of the most recent  consolidated financial statements of the Company and its Subsidiaries delivered pursuant  to Section 6.01) and (ii) the total revenues generated by all Subsidiaries treated as  Immaterial Subsidiaries hereunder shall not exceed 15% of the consolidated total revenues  of the Company and its Subsidiaries for the most recent four-quarter period (based upon  and ending on the date of the most recent consolidated financial statements of the Company  and its Subsidiaries delivered pursuant to Section 6.01). ”  “ “Resolution Authority” means an EEA Resolution Authority or, with respect to  any UK Financial Institution, a UK Resolution Authority. ”  CarMax Auto Superstores, Inc.   January 19, 2021  Page 2      CHAR1\1707693v4  “ “UK Financial Institution” means any BRRD Undertaking (as such term is  defined under the PRA Rulebook (as amended from time to time) promulgated by the  United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of  the FCA Handbook (as amended from time to time) promulgated by the United Kingdom  Financial Conduct Authority, which includes certain credit institutions and investment  firms, and certain affiliates of such credit institutions or investment firms. ”  “ “UK Resolution Authority” means the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial  Institution. ”  2. Existing Definitions.  Section 1.01 of the Credit Agreement is amended by amending and  restating in their entirety the definitions of “Bail-In Action”, “Bail-In Legislation”, “Excluded Subsidiaries”  and “Write-Down and Conversion Powers” contained therein to read as follows:  “ “Bail-In Action” means the exercise of any Write-Down and Conversion Powers  by the applicable Resolution Authority in respect of any liability of an Affected Financial  Institution. ”  “ “Bail-In Legislation” means, (a) with respect to any EEA Member Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the  Council of the European Union, the implementing law, rule, regulation or requirement for  such EEA Member Country from time to time which is described in the EU Bail-In  Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United  Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation  or rule applicable in the United Kingdom relating to the resolution of unsound or failing  banks, investment firms or other financial institutions or their affiliates (other than through  liquidation, administration or other insolvency proceedings). ”  “ “Excluded Subsidiaries” means (a) Glen Allen Insurance, Ltd., a Bermuda  company and any other captive insurance subsidiary; (b) each Excluded Special Purpose  Finance Subsidiary; (c) any Subsidiary of the Company that is (i) a Foreign Subsidiary or  a Subsidiary of a Foreign Subsidiary, (ii) a FSHCO or (iii) a Subsidiary that is not wholly- owned by a Loan Party; (d) any Subsidiary of the Company (i) that is prohibited from  guaranteeing the Obligations by applicable Law, (ii) that would require governmental  (including regulatory) consent, approval, license or authorization to provide a guarantee,  in each case unless such consent, approval, license or authorization has been received or  (iii) that is prohibited from guaranteeing the Obligations by any agreement or other  undertaking to which such Subsidiary is a party (with any Person other than another  Subsidiary or an Affiliate of the Company) or by which its property or assets is bound  existing on the Closing Date, or with respect to any Subsidiary acquired after the Closing  Date, existing as of the date of acquisition (as long as such agreement or other undertaking  was not incurred in contemplation of such acquisition and is disclosed to the Administrative  Agent), in each case, as long as such prohibition is in effect; (e) each Immaterial  Subsidiary; and (f) any not-for-profit subsidiary; provided that in no event shall any  borrower or guarantor in respect of the Term Loan Facility be an Excluded Subsidiary.”  “ “Write-Down and Conversion Powers” means, (a) with respect to any EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution  CarMax Auto Superstores, Inc.   January 19, 2021  Page 3      CHAR1\1707693v4  Authority from time to time under the Bail-In Legislation for the applicable EEA Member  Country, which write-down and conversion powers are described in the EU Bail-In  Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the  applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or  change the form of a liability of any UK Financial Institution or any contract or instrument  under which that liability arises, to convert all or part of that liability into shares, securities  or obligations of that person or any other person, to provide that any such contract or  instrument is to have effect as if a right had been exercised under it or to suspend any  obligation in respect of that liability or any of the powers under that Bail-In Legislation  that are related to or ancillary to any of those powers. ”  3. Section 5.21.  Section 5.21 of the Credit Agreement is amended and restated in its entirety  to read as follows:  “5.21 No Affected Financial Institutions.  No Loan Party is an Affected Financial Institution.”  4. New Subsidiaries.  Section 6.12 of the Credit Agreement is amended and restated in its  entirety to read as follows:  “6.12 New Subsidiaries.  As soon as practicable but in any event within 30 days  (or such longer period as the Administrative Agent may agree in its reasonable discretion)  (a) following the acquisition or creation of any Subsidiary (other than an Excluded  Subsidiary) by a Loan Party (including by way of division), or (b) following a Subsidiary  which was previously an Immaterial Subsidiary ceasing to be an Immaterial Subsidiary as  provided in the definition thereof, cause to be delivered to the Administrative Agent each  of the following:  (i) a Joinder Agreement duly executed by such Subsidiary (with all  schedules thereto appropriately completed), which Joinder Agreement will, if such  Subsidiary will engage in the business of selling or leasing new motor vehicles,  designate such Subsidiary as a Designated Borrower;  (ii) if reasonably requested by the Administrative Agent, an opinion  or opinions of counsel to such Subsidiary dated as of the date of delivery of such  Joinder Agreements (and other Loan Documents) provided for in this Section 6.12  and addressed to the Administrative Agent, in form and substance reasonably  acceptable to the Administrative Agent; and  (iii) current copies of the Organization Documents of such Subsidiary,  minutes of duly called and conducted meetings (or duly effected consent actions)  of the Board of Directors, partners, or appropriate committees (and, if required by  such Organization Documents or applicable law, of the shareholders, members or  partners) of such Subsidiary authorizing the actions and the execution and delivery  of documents described in this Section 6.12, all certified by the applicable  Governmental Authority (in the case of certificates of incorporation, certificates of  formation or equivalent organizational documents) or appropriate officer as the  Administrative Agent may reasonably request.”  CarMax Auto Superstores, Inc.   January 19, 2021  Page 4      CHAR1\1707693v4    5. Section 10.19.  Section 10.19 of the Credit Agreement is amended and restated in its  entirety to read as follows:  “10.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.  Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a  party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in  any other agreement, arrangement or understanding among any such parties, each party hereto  acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution  arising under any Loan Document, to the extent such liability is unsecured, may be subject to the  Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and  consents to, and acknowledges and agrees to be bound by:   (a) the application of any Write-Down and Conversion Powers by the applicable  Resolution Authority to any such liabilities arising hereunder which may be payable to it by any  Lender or L/C Issuer that is an Affected Financial Institution; and  (b) the effects of any Bail-In Action on any such liability, including, if applicable:  (i) a reduction in full or in part or cancellation of any such liability;  (ii) a conversion of all, or a portion of, such liability into shares or other  instruments of ownership in such Affected Financial Institution, its parent entity, or a  bridge institution that may be issued to it or otherwise conferred on it, and that such shares  or other instruments of ownership will be accepted by it in lieu of any rights with respect  to any such liability under this Agreement or any other Loan Document; or  (iii) the variation of the terms of such liability in connection with the exercise  of the Write-Down and Conversion Powers of the applicable Resolution Authority.”  6. Restricted Deposit Accounts.  Schedule 10.08 to the Credit Agreement is replaced and  superseded by the new Schedule 10.08 attached hereto.  7. Release.  The Company has requested that the Administrative Agent and the Lenders  release CarMax of Laurel, LLC from its Obligations under the Credit Agreement and the other Loan  Documents.  The Administrative Agent and the Lenders hereby agree that, effective as of the date hereof,  CarMax of Laurel, LLC shall automatically (i) be released from all of its liabilities and obligations under  the Credit Agreement and the other Loan Documents (including, without limitation, its liabilities and  obligations as a Borrower and a Subsidiary Guarantor) and (ii) cease to be a Loan Party under the Credit  Agreement and the other Loan Documents.   8. New Subsidiary.  (a) The Company represents and warrants to the Administrative Agent  and the Lenders that the Company has formed Everest Endeavors, Inc. (the “New Subsidiary”) as a new  wholly-owned subsidiary of the Revolving Borrower and that the New Subsidiary has at all times since its  formation met the definition of an “Immaterial Subsidiary” as defined in the Credit Agreement as amended  hereby.  The New Subsidiary has not previously been joined to the Subsidiary Guaranty Agreement as a  Subsidiary Guarantor under Section 6.12 of the Credit Agreement pursuant to the agreement of the  





 






CarMax Auto Superstores, Inc.   January 19, 2021  Page 5      CHAR1\1707693v4  Administrative Agent and the Company that such action should be delayed (based on the Administrative  Agent’s discretion under Section 6.12 of the Credit Agreement) pending the parties’ entering into this  Amendment.  (b) The Administrative Agent and the Lenders acknowledge and agree that (i) the fact that the  New Subsidiary has not been joined to the Subsidiary Guaranty Agreement as a Subsidiary Guarantor prior  to the effectiveness of this Amendment does not constitute or result in a violation of Section 6.12 of the  Credit Agreement or otherwise constitute or result in a Default or an Event of Default under the Credit  Agreement, and (ii) there is no requirement hereafter to join the New Subsidiary to the Subsidiary Guaranty  Agreement as a Subsidiary Guarantor as long as the New Subsidiary continues to meet the definition of an  Immaterial Subsidiary under the Credit Agreement as amended hereby.  9. Effectiveness; Conditions Precedent. The effectiveness of this amendment letter (this  “Amendment”) and the amendments to the Credit Agreement herein provided are subject to the satisfaction  of the following conditions precedent:  (a) the Administrative Agent shall have received each of the following documents or  instruments in form and substance reasonably acceptable to the Administrative Agent:  (i) counterparts of this Amendment, duly executed by the Company, the  Administrative Agent, the Borrowers, the Subsidiary Guarantors and Lenders which  constitute Required Lenders; and  (ii) such other documents as the Administrative Agent shall reasonably  request; and  (b) unless waived by the Administrative Agent, all expenses payable to the  Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent  invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final  settling of accounts for such fees and expenses).  10. Consent of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby  consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies  in all respects the Subsidiary Guaranty Agreement (including without limitation the continuation of such  Subsidiary Guarantor’s payment and performance obligations thereunder upon and after the  effectiveness of this Amendment and the amendments described herein) and the enforceability of the  Subsidiary Guaranty Agreement against such Subsidiary Guarantor in accordance with its terms.  11. Consent of the Company. The Company hereby consents, acknowledges and agrees to the  amendments set forth herein and hereby confirms and ratifies in all respects the Company Guaranty  Agreement (including without limitation the continuation of the Company’s payment and performance  obligations thereunder upon and after the effectiveness of this Amendment and the amendments described  herein) and the enforceability of the Company Guaranty Agreement against the Company in accordance  with its terms.  12. Representations and Warranties. In order to induce the Administrative Agent and the  Lenders to enter into this Amendment, each of the Company, the Borrowers and the Subsidiary Guarantors  represents and warrants to the Administrative Agent and the Lenders as follows:  CarMax Auto Superstores, Inc.   January 19, 2021  Page 6      CHAR1\1707693v4  (a) Before and after giving effect to this Amendment, (A) 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 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 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 financial statements furnished pursuant to clauses (a) and (b),  respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists;  (b) Since the date of the most recent financial reports of the Company and its  Subsidiaries delivered pursuant to Section 6.01(a) of the Credit Agreement, there has been no event or  circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have  a Material Adverse Effect;  (c) The Subsidiary Guarantors are the only Persons that are required to be a party to  the Subsidiary Guaranty Agreement pursuant to the terms of the Credit Agreement; and  (d) This Amendment has been duly authorized, executed and delivered by the  Company, each of the Borrowers and each of the Subsidiary Guarantors and constitutes a legal, valid and  binding obligation of such parties, except as may be limited by general principles of equity or by the effect  of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’  rights generally.  13. Entire Agreement. This Amendment, together with the Loan Documents (collectively,  the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in  relation to the subject matter hereof and supersedes any prior negotiations and agreements among the  parties relating to such subject matter. No promise, condition, representation or warranty, express or  implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied  on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that,  except as otherwise expressly stated in the Relevant Documents, no representations, warranties or  commitments, express or implied, have been made by any party to any other party in relation to the  subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed,  modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01  of the Credit Agreement.  14. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or  supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in  all respects and shall be and remain in full force and effect according to their respective terms.  15. Counterparts. This Amendment may be executed in any number of counterparts, each of  which shall be deemed an original as against any party whose signature appears thereon, and all of which  shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature  page of this Amendment by telecopy or other electronic means (including .pdf file) shall be effective as a  manually executed counterpart of this Amendment.  16. Governing Law. This Amendment shall in all respects be governed by, and construed in  accordance with, the laws of the State of New York applicable to contracts executed and to be performed  entirely within such State and shall be further subject to the provisions of Sections 10.14 and 10.15 of the  Credit Agreement.  CarMax Auto Superstores, Inc.   January 19, 2021  Page 7      CHAR1\1707693v4  17. Enforceability. Should any one or more of the provisions of this Amendment be determined  to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall  remain effective and binding on the parties hereto.  18. References. All references in any of the Loan Documents to the “Credit Agreement”  shall mean the Credit Agreement, as amended hereby, and as otherwise amended, modified,  supplemented or restated from time to time by any other instrument in accordance with the terms thereof.   19. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit  of the Company, the Administrative Agent, the Borrowers, the Subsidiary Guarantors, the Lenders and their  respective successors, legal representatives, and assignees to the extent such assignees are permitted  assignees as provided in Section 10.06 of the Credit Agreement.  [signature pages follow]    [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as  of the date first above written.  COMPANY    CARMAX, INC.,  a Virginia corporation    By: /s/ Enrique Mayor-Mora   Name: Enrique Mayor-Mora  Title: Senior Vice President and Chief Financial  Officer      BORROWERS    CARMAX AUTO SUPERSTORES, INC.,  a Virginia corporation    By: /s/ Enrique Mayor-Mora   Name: Enrique Mayor-Mora   Title: Senior Vice President and Chief Financial  Officer        





 






  [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  SUBSIDIARY GUARANTORS    CARMAX OF LAUREL, 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 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    [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  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        [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  BANK OF AMERICA, N.A., as Administrative Agent      By: /s/ Linda Lov      Name:  Linda Lov  Title: Assistant Vice President      [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  BANK OF AMERICA, N.A., as a Lender, L/C Issuer,  Swing Ling Lender and New Vehicle Swing Line  Lender      By: /s/ A. Steven Greene      Name:  A. Steven Greene  Title:  Senior Vice President    





 






  [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  JPMORGAN CHASE BANK, N.A., as a Lender and  L/C Issuer      By: /s/ Sean Bodkin      Name:  Sean Bodkin  Title:  Vice President   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  WELLS FARGO BANK, NATIONAL  ASSOCIATION, as a Lender      By: /s/ Jeffrey E. Bullard, Sr.     Name:  Jeffrey E. Bullard, Sr.  Title:  Senior Vice President   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  TOYOTA MOTOR CREDIT CORPORATION, as a  Lender      By: /s/ Tracy Kaiser       Name:  Tracy Kaiser  Title:  National Accounts Manager   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  U.S. BANK NATIONAL ASSOCIATION, as a  Lender      By:  /s/ Edward Lawrence     Name: Edward Lawrence  Title:  Vice President 





 






  [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  BARCLAYS BANK PLC, as a Lender      By: /s/ Jake Lam      Name:  Jake Lam  Title:  Assistant Vice President   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  ROYAL BANK OF CANADA, as a Lender      By: /s/ Benjamin Lennon     Name:  Benjamin Lennon  Title:  Authorized Signatory   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  MUFG BANK, LTD., as a Lender      By: /s/ John Margetanski      Name:  John Margetanski  Title:  Director   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  CAPITAL ONE, NATIONAL ASSOCIATION, as a  Lender      By: /s/ Alfredo Wang      Name:  Alfredo Wang  Title:  Duly Authorized Signatory 





 






  [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  THE BANK OF NOVA SCOTIA, as a Lender      By: /s/ Michelle Phillips     Name:  Michelle Phillips  Title:  Managing Director   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  SUMITOMO MITSUI BANKING  CORPORATION, as a Lender      By: /s/ Michael Maguire     Name:  Michael Maguire  Title:  Managing Director   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  TRUIST BANK (FORMERLY BRANCH  BANKING & TRUST COMPANY), as a Lender      By: /s/ Steve Curran      Name:  Steve Curran  Title:  Director   [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  BNP PARIBAS, as a Lender      By: /s/ Kirk Hoffman      Name:  Kirk Hoffman  Title:  Managing Director        By: /s/ Monica Tilani      Name:  Monica Tilani  Title:  Vice President 





 






  [Signature page to First Amendment to CarMax Credit Agreement]  CHAR1\1707693v4  PNC BANK, NATIONAL ASSOCIATION, as a  Lender      By: /s/ David Notaro      Name:  David Notaro  Title:  Senior Vice President