Virginia
(State
or other jurisdiction
of
incorporation)
|
1-31420
(Commission
File Number)
|
54-1821055
(I.R.S.
Employer
Identification
No.)
|
|
12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of principal executive offices)
|
23238
(Zip
Code)
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Item
1.01.
|
Entry
into a Material Definitive Agreement.
|
On
August 24, 2005, CarMax, Inc. (the “Registrant”), CarMax Auto Superstores,
Inc., a subsidiary of the Registrant (“CASI”), and certain of their
subsidiaries named therein (the “Subsidiaries”), entered into a Credit
Agreement for a revolving credit facility (the “Credit Agreement”) with
Bank of America, N.A., as a lender and administrative agent, and
various
other financial institutions named therein.
On
December 8, 2006, the parties to the Credit Agreement entered into
Amendment No. 1 to the Credit Agreement and Joinder Agreement (the
“Amendment”). The term of the Credit Agreement has been extended from
August 24, 2009 to December 8, 2011. Aggregate borrowings available
pursuant to the Credit Agreement have been increased from $450
million to
$500 million. Borrowings available for certain swing line loans
have been
increased from $25 million to $35 million. The Amendment provides
the
Registrant with an option to request an increase in the aggregate
borrowings limit, in an amount not to exceed $100 million. The
Amendment
provides a new definition of the term “Applicable Rate,” which decreased
the per annum rate related to Eurodollar Rate Loans, Letter of
Credit Fees
and Commitment Fees (each as defined in the Credit Agreement).
Additionally, Comerica Bank has joined the Credit Agreement as
a Lender
(as defined in the Credit Agreement).
All
outstanding principal amounts borrowed under the Credit Agreement
will be
due and payable on December 8, 2011. As of December 8, 2006, the
amount
outstanding under the Credit Agreement was approximately $127
million.
In
addition to participation in the Credit Agreement, certain of the
Lenders
provide other services to the Registrant, CASI and the Subsidiaries,
including cash management and treasury services, asset-backed
securitization transactions, retail installment financing to the
Registrant’s customers, derivative transactions (interest rate swaps), and
other corporate financial services.
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Item
9.01.
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Financial
Statements and Exhibits.
|
|
(d) Exhibits.
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||
Exhibit
Number
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Description
of Exhibit
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10.1
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Amendment
No. 1 to the Credit Agreement and Joinder Agreement, dated December
8,
2006, by and among CarMax, Inc., CarMax Auto Superstores, Inc.,
various
subsidiaries of CarMax, various Lenders named therein, and Bank
of America
N.A., as Administrative Agent, filed herewith. Certain non-material
schedules and exhibits have been omitted from the Amendment as
filed.
CarMax agrees to furnish supplementally to the Commission upon
request a
copy of such schedules and exhibits.
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CARMAX,
INC.
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|
(Registrant)
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Dated:
December 14, 2006
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By:
/s/ Keith D. Browning
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Keith
D. Browning
|
|
Executive
Vice President
|
|
and
Chief Financial Officer
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Exhibit
Number
|
Exhibit
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10.1
|
Amendment
No. 1 to the Credit Agreement and Joinder Agreement, dated December
8,
2006, by and among CarMax, Inc., CarMax Auto Superstores, Inc.,
various
subsidiaries of CarMax, various Lenders named therein, and Bank
of America
N.A., as Administrative Agent, filed herewith. Certain non-material
schedules and exhibits have been omitted from the Amendment as
filed.
CarMax agrees to furnish supplementally to the Commission upon
request a
copy of such schedules and exhibits.
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