exhibit10-5.htm


    Exhibit
10.5

     

    
      December
22, 2008

      
 

      Circuit
City Stores, Inc.

      Circuit
City Stores West Coast, Inc.

      Circuit
City Stores PR, LLC

      9950
Mayland Drive

      Richmond,
Virginia 23233

      


      


      Ladies
and Gentlemen:

      


      Reference is hereby made to that
certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement
dated as of November 12, 2008 by, among others, Circuit City Stores, Inc., as
Lead Borrower, the other Borrowers party thereto, the Lenders party thereto, and
Bank of America, N.A., as Administrative Agent and Collateral Agent for the
Lenders (as amended, modified or supplemented from time to time, the “DIP Credit
Agreement”).  Capitalized terms used herein and not otherwise defined
shall have the meaning given such terms in the DIP Credit
Agreement.

      


      The
Domestic Borrowers have agreed that on or before the Monday of the week which is
ten (10) weeks prior to the Lease Assumption Reserve Commencement Date, (a) the
Domestic Borrowers shall have prepared and distributed informational packages
soliciting bids from potentially interested parties for the sale of their assets
and (b) the Domestic Borrowers shall have filed with the U.S. Bankruptcy Court,
a motion seeking the approval of a sales procedures order in connection with the
sale of their assets, in form and substance reasonably acceptable to the
Administrative Agent and the Required Lenders.

       

      The
Domestic Borrowers have requested that the Administrative Agent and some or all
of the Lenders consider providing financing to proposed purchaser(s) of the
assets of the Domestic Borrowers and of the Canadian Borrower in connection with
a “going concern” sale of all or substantially all of the business of the
Borrowers. This is to confirm that the Administrative Agent will furnish
indicative term sheets setting forth a summary of the terms for first priority
senior secured revolving credit facilities of up to $600,000,000 on or before
the Monday of the week which is ten (10) weeks prior to the Lease Assumption
Reserve Commencement Date.  Such term sheets shall not
constitute a commitment of the Administrative Agent or any other Lender to
provide financing to any purchaser and if some or all of the Lenders ultimately
agree to provide any such financing, such financing shall be subject to the
completion of customary due diligence, including satisfactory results of “know
your customer” investigations and satisfaction with the terms and structure of
the acquisitions, and to other customary conditions precedent, including the
infusion of equity capital by the purchasers in such amounts as the potential
lenders may reasonably require, minimum availability requirement as of the date
of consummation of the financing by such purchasers, evidence of satisfactory
availability thereafter for the term of the financing, and completion of a
satisfactory syndication.

       

      For
clarity, term sheets will not be provided for the financing of any “liquidation
bids” or for the sale of certain discreet assets, such as leases of the
Borrowers, but shall be limited to purchasers who desire to acquire the entire
operating business of the Domestic Borrowers, the Canadian Borrower or
both.

       

      Please
indicate your agreement with the foregoing by executing this letter where
indicated below.

       

      


      Very Truly Yours,

       

      BANK OF
AMERICA, N.A., as Administrative Agent

       

      By:           _________________________

      Name:                      _________________________

      Title:                      _________________________

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      AGREED:

      


      CIRCUIT
CITY STORES, INC.

      


      By:           ________________________

      Name:                      ________________________

      Title:                      ________________________

      


      


      CIRCUIT
CITY STORES WEST COAST, INC.

      


      By:           ________________________

      Name:                      ________________________

      Title:                      ________________________

      


      


      CIRCUIT
CITY STORES PR, LLC

      


      By:           ________________________

      Name:                      ________________________

      Title:                      ________________________

      


      1123788.3