HEREBY AGREE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY
HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.
(f)
EACH PARTY HERETO AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
EACH OTHER SECURED PARTY HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT
ANY COURT TO WHOSE JURISDICTION ANY GUARANTOR HAS SUBMITTED PURSUANT TO THE
TERMS HEREOF IS AN INCONVENIENT FORUM.
[Signature page follows.]
J-12
Form of Subsidiary Guaranty Agreement
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Guaranty Agreement as of the day and year first written above.
GUARANTORS:
CARMAX OF LAUREL, LLC
By:
Name:
Title:
CARMAX AUTO MALL, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES CALIFORNIA, LLC
By:
Name:
Title:
CARMAX BUSINESS SERVICES, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES WEST COAST, INC.
By:
Name:
Title:
J-13
Form of Subsidiary Guaranty Agreement
CARMAX TEXAS GENERAL PARTNER, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES TEXAS, LP
By:
Name:
Title:
CARMAX PROPERTIES, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES SERVICES, INC.
By:
Name:
Title:
J-14
Form of Subsidiary Guaranty Agreement
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
J-15
Form of Subsidiary Guaranty Agreement
EXHIBIT K
FORM OF JOINDER AGREEMENT
See attached.
K-1
Form of Joinder Agreement
FORM OF JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Joinder Agreement"), dated as of _____________,
20__ is made by _______________________________, a ________________ (the
"Joining Subsidiary"), and delivered to BANK OF AMERICA, N.A., in its capacity
as Administrative Agent (the "Administrative Agent") under that certain Credit
Agreement (as amended, revised, modified, supplemented or amended and restated
from time to time, the "Credit Agreement"), dated as of _________ __, 2005, by
and among CarMax Auto Superstores, Inc., a Virginia corporation (the "Revolving
Borrower"), CarMax, Inc., a Virginia corporation ("CarMax"), certain
Subsidiaries of CarMax (together with the Revolving Borrower, and collectively
with any other Person that becomes a Borrower (as defined in the Credit
Agreement) from time to time pursuant to Section 6.12 of the Credit Agreement,
the "Borrowers" and each individually a "Borrower"), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent and the L/C
Issuer.
All capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Credit Agreement.
WHEREAS, the Revolving Borrower, certain other Subsidiaries of CarMax and the
Administrative Agent have entered into a Subsidiary Guaranty Agreement dated as
of _________ __, 2005 (as amended, revised, modified, supplemented or amended
and restated from time to time, the "Subsidiary Guaranty Agreement");
WHEREAS, CarMax, the Revolving Borrower, certain other Subsidiaries of CarMax
and the Administrative Agent have entered into a Security Agreement dated as of
even date herewith (as amended, revised, modified, supplemented or amended and
restated from time to time, the "Security